GoldenTree Loan Management EUR CLO 5 : 19 April 2021

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 GoldenTree Loan Management II, LP.

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, a Bridge Loan or a High Yield Bond; it is not a Defaulted Obligation or a Credit Impaired Obligation; it is not (i) a Structured Finance Security, (ii) a letter of credit or (iii) a Synthetic Security; it is not a Zero Coupon Security; it is an obligation in respect of which the Obligor (or the guarantor of such obligation) is Domiciled in a Qualifying Country, as determined by the Investment Manager; it is not a Project Finance Loan; if it is a Revolving Obligation or Delayed Drawdown Collateral Debt Obligation, it can only be drawn in Euro; it has a purchase price of no less than 60 per cent. of the Principal Balance of such obligation.

The Issuer anticipates that, by the Issue Date, it or the Investment Manager on its behalf will have purchased or committed to purchase (included allocated new issues) Collateral Debt Obligations, the Aggregate Principal Balance of which is approximately 90% of the Target Par Amount.

Barclays Bank plc as Lead Initial Purchaser and Morgan Stanley & Co. International plc as Co-Initial Purchaser expect to offer the Notes from time to time in individually negotiated transactions at varying prices to be determined in each case at the time of sale.

EU & UK Risk Retention: The Investment Manager, in its capacity as Retention Holder, will hold the Retention Notes for the purposes of the Retention Requirements. The Retention Holder will, in connection with the EU/UK Securitisation Regulation, on an on-going basis, so long as any Securities remain outstanding, retain a material net economic interest in the Retention Notes of not less than the greater of (i) during the Reinvestment Period only, 5.1% of the Aggregate Collateral Balance as of the Issue Date and (ii) 5% of the current Aggregate Collateral Balance, in accordance with the Retention Requirements.

US Risk Retention: Based on the LSTA Decision, 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.