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Sound Point Euro CLO VIII Funding: 06 April 2022

The assets securing the Notes will consist primarily of a portfolio of Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Sound Point CLO C-MOA LLC.

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; other than a Corporate Rescue Loan, it is not a Defaulted Obligation (unless such Defaulted Obligation is an Exchanged Obligation); it is not a Structured Finance Security, letter of credit or a Synthetic Security; it is not a Zero Coupon Security; other than in the case of a Corporate Rescue Loan, it has a Moody’s Rating of not lower than “Caa3” and a Fitch Rating of not lower than “CCC-”; 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 Collateral 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 shall have been acquired by the Issuer for a purchase price of not less than 60.0% of the par value thereof.

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 €465mln, which is approximately 93.0% of the Target Par Amount.

The Notes are being issued at a maximum issue price of 100% of the principal amount thereof. The Notes are being offered on the Issue Date by the Issuer through Jefferies International Limited in its capacity as placement agent of the offering of such Notes subject to prior sale.

EU Risk Retention: SP CMOA, acting through its Vertical EU Risk Retention Series and its Second Management Series, will act as the Retention Holder for EU risk retention purposes and will purchase the requisite amount of each Class of Notes on the Issue Date in order to comply with the EU Retention Requirements.

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