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Fair Oaks Funding I: 18 July 2019

The assets securing the Notes will consist of a portfolio of primarily Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Fair Oaks Capital Ltd.

The Collateral Manager along with its US affiliate Fair Oaks Capital US LP is an independent corporate credit asset management and advisory firm. The Collateral Manager also acts as investment manager or adviser to a range of funds and a segregated management account, in each case focussed on corporate credit. As at 31 December 2018 Fair Oaks had approximately $2.3bln assets under management and a team of 21 professionals.

Eligibility criteria (includes): it is a Senior Secured Loan, a Senior Secured Bond, an Unsecured Senior Loan, a Mezzanine Obligation, a Second Lien Loan, a Corporate Rescue Loan, or a High Yield Bond; it is not a lease; it is not a Structured Finance Security, letter of credit or a Synthetic Security; it is not a Zero Coupon Security; it is an obligation of an Obligor who is Domiciled in a jurisdiction the Moody’s local currency country risk ceiling of which is “A3” or above; other than in the case of a Corporate Rescue Loan, it has a 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; if it is a Revolving Obligation or Delayed Drawdown Collateral Debt Obligation, it can only be drawn in Euro.

The Issuer anticipates that, by the Issue Date, it or the Collateral Manager on its behalf will have purchased or committed to purchase Collateral Debt Obligations the Aggregate Principal Balance of which is equal to at least €270mln, which is approximately 83.0% of the Target Par Amount.

FOMC II L.P. will act as Retention Holder for the purposes of the EU Retention and Transparency Requirements. The Retention Holder has been established to invest in US and European CLOs or other vehicles and structures which provide exposure to portfolios consisting primarily of US and European floating-rate senior secured loans and to engage in such other activities as the GP (General Partner - see prospectus) deems necessary, advisable, convenient or incidental to the foregoing. The Retention Holder’s investment policy is to invest in series of investment portfolios consisting of debt obligations in the form of senior, mezzanine and second lien loans, CLO securities, investments in CLO warehouse facilities by way of debt and/or equity, and other related investments.

EU Risk Retention: On the Issue Date the Retention Holder will agree to acquire and retain on an ongoing basis, for so long as any Class of Notes remains outstanding, a material net economic interest in the first loss tranche of not less than 5% of the nominal value of the securitised exposures through the purchase and retention of Subordinated Notes with an aggregate purchase price equal to or greater than 5% of the greater of (i) the Maximum Par Amount and (ii) the Aggregate Collateral Balance on the relevant date of determination.

US Risk Retention: Each of the Collateral Manager and the Retention Holder has informed the Issuer that it does not intend to purchase or retain Notes for the purposes of satisfying the U.S. Risk Retention Rules and, instead, each of the Collateral Manager and the Retention Holder has informed the Issuer that it intends to use the “Safe harbor for certain foreign-related transactions” contained in Section __.20 of the U.S. Risk Retention Rules.