Indigo Credit Management I DAC: 12 November 2023

The assets securing the Debt will consist of a portfolio of primarily Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Pemberton Capital Advisors LLP.

The Collateral Manager is incorporated in the UK and is part of the Pemberton Group and is majority owned by Pemberton Asset Management Services UK Ltd, which is a wholly owned subsidiary of Pemberton Asset Management Holdings Limited. As of 30 June 2023, Pemberton Group’s pro forma assets under management were approximately €17.5bln.

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 (in each case, which may include a PIK Security or a PIK Toggle Security); it is not a Structured Finance Security or a Synthetic Security; it is not a Zero Coupon Security; it is not subject to a tender offer, voluntary redemption, exchange offer, conversion or other similar action for a price less than its par amount plus all accrued and unpaid interest; it is not a Project Finance Loan; it is not a Step-Down Coupon Security; it is an ESG Compliant Obligation,; it is not an obligation of an Obligor or Obligors Domiciled in a country with a Fitch country ceiling rated below “A-” by Fitch.

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 €280mln, which is approximately 80.00 % of the Target Par Amount.

The Notes are being offered by the Issuer through J.P. Morgan Securities plc or an affiliate thereof in its capacity as placement agent.

EU Risk Retention: Esperance Capital I Limited will act as retention holder for the purposes of the Retention Requirements and will acquire and retain on an ongoing basis, for so long as any Class of Debt 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 on the Issue Date and retention of Subordinated Notes with an aggregate purchase price equal to or greater than 5% of the Aggregate Collateral Balance on the relevant date of determination in accordance with Article 6(3)(d) of each of the Securitisation Regulations as such requirements are in force as of the Issue Date.

US Risk Retention: Each of the Collateral Manager and the Retention Holder does not intend to purchase or retain Debt for the purposes of satisfying the US Risk Retention Rules. Nevertheless, to the extent that the US Risk Retention Rules apply to this offering, the Collateral Manager and the Retention Holder intend to comply with the “Safe harbor for certain foreign-related transactions” contained in Section ___. 20 of the US Risk Retention Rules.