Hayfin Emerald CLO XIII DAC: 15 July 2024

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.

Eligibility criteria (includes): it is a Secured Senior Obligation, a Corporate Rescue Loan, an Unsecured Senior Obligation, a Mezzanine Obligation, a Second Lien Loan, a Bridge 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; other than in the case of a Corporate Rescue Loan or Uptier Priming Debt, it has an S&P Rating of not lower than "CCC-" and a Fitch Rating of not lower than "CCC-"; it is not a debt obligation which pays interest only and does not require the repayment of principal; it is not a Project Finance Loan; it has a minimum purchase price of 60.0% 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 €332mln, which is approximately 83.0% of the Target Par Amount.

The Notes (other than the Subordinated 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.

Hayfin Emerald Management LLP will act as retention holder for the purposes of the EU/UK Retention and Transparency Requirements.

EU & UK Risk Retention: The Retention Holder will undertake to acquire on the Issue Date and hold, on an ongoing basis for so long as any Class of Notes remains outstanding, a material net economic interest of not less than 5% of the nominal value of each Class of Notes within the meaning of Article 6(3)(a) of the EU/UK Securitisation Regulation as it applies at the Issue Date.

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