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Hayfin Emerald CLO II: 19 April 2019

The assets securing the Notes will consist of a portfolio of primarily Senior Obligations, Mezzanine Obligations and High Yield Bonds, and will be managed by Hayfin Emerald Management LLP. Hayfin Capital Management is a private credit alternative asset manager with approximately €10.7bln in assets under management as at 31 December 2018. Hayfin manages four core debt investment strategies: direct lending, special opportunities, high yield & syndicated loans, and securitised credit.

Eligibility criteria (includes): it is a Secured Senior Obligation, a Corporate Rescue Loan, an Unsecured Senior Obligation, a Mezzanine Obligation, a Second Lien Loan or a High Yield Bond (in each case, which is not a sub-participation of a sub-participation); it is not a Defaulted Obligation or a Credit Risk Obligation; it is not a Structured Finance Security or a Synthetic Security; it is not a lease; it is not a Zero Coupon Security or Step-Up Coupon Security; other than in the case of a Corporate Rescue Loan, it has an Fitch Rating of not lower than “CCC-” and a Moody’s Rating of not lower than “Caa3”; it is not a Project Finance Loan; it is not a Step-Down Coupon Security; it has a minimum purchase price of 65.0% of the Principal Balance of such Collateral Obligation.

The Issuer anticipates that, by the Issue Date, it will have purchased or committed to purchase Collateral Obligations the Aggregate Principal Balance of which is equal to at least €360mln, which is approximately 90.0% of the Target Par Amount.

The Notes are being offered by the Issuer through Goldman Sachs International in its capacity as placement agent of the offering of such Notes subject to prior sale.

EU Risk Retention: Hayfin Emerald Management LLP shall act as the Retention Holder for the purposes of the EU Retention and Transparency Requirements, and shall undertake to subscribe for and retain a material net economic interest in the first loss tranche of not less than 5% of the securitised exposures by subscribing for and holding, on an ongoing basis, and for so long as any Notes are outstanding, Class S-2 Subordinated Notes with a Principal Amount Outstanding equal to not less than 5% of the greater of the Collateral Principal Amount and the Maximum Par Amount.

US Risk Retention: Based on the LSTA Decision, it should be assumed by each prospective investor that no party involved in the transaction will obtain on the Issue Date and retain any Notes intended to satisfy the U.S. Risk Retention Rules.