Harvest CLO XXII: 08 September 2019

The assets securing the Notes will consist of a portfolio of Senior Secured Loans, Senior Secured Bonds, Second Lien Loans, Unsecured Senior Obligations, Mezzanine Obligations, PIK Securities, Corporate Rescue Loans and High Yield Bonds, and will be managed by Investcorp Credit Management EU Limited.

Eligibility criteria (includes): it is a Senior Secured Loan, Senior Secured Bond, Second Lien Loan, Unsecured Senior Obligation, Mezzanine Obligation, High Yield Bond or PIK Security; other than a Corporate Rescue Loan, it is not a Defaulted Obligation or a Credit Impaired Obligation or a Collateral Debt Obligation which in the Portfolio Manager's judgement has a significant risk of declining in credit quality and becoming a Defaulted Obligation; it has been assigned or otherwise has an S&P Rating of at least "CCC-" and a Fitch Rating of at least "CCC-" (other than in respect of a Corporate Rescue Loan); it is not a lease; it is an obligation in respect of which the Obligor is incorporated in, and has its principal place of business or the majority of its assets in, a Qualifying Country as determined by the Portfolio Manager; it is not a Synthetic Security; it is not a Project Finance Loan; it is not a Letter of Credit.

The Issuer anticipates that, by the Issue Date, it will have purchased or committed to purchase Collateral Debt Obligations (including the Issue Date Originator Assets) the Aggregate Principal Balance of which equals approximately 85% of the "Target Par Amount" (this being approximately €383mln).

The Notes are being offered by the Issuer through Citigroup Global Markets Limited or an affiliate thereof in its capacity as arranger and placement agent of the offering of the Notes subject to prior sale.


EU Risk Retention: The Retention Holder (Investcorp European Loan Company DAC) will subscribe for and retain on the Issue Date (and each subsequent date of additional issuance of Notes) and hold on an ongoing basis and for its own account, 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 Aggregate Collateral Balance on the relevant date of determination pursuant to Article 6(3)(e) of the Securitisation Regulation.

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