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Bain Capital Euro CLO 2023-1: 28 September 2023

The assets securing the Notes will consist primarily of a portfolio of Senior Obligations, Mezzanine Obligations and High Yield Bonds, and will be managed by Bain Capital Credit U.S. CLO Manager, LLC.

Eligibility criteria (includes): it is a Secured Senior Obligation, a Corporate Rescue Loan, an Unsecured Senior Obligation, a Mezzanine Obligation, a Second Lien Loan or a High Yield Bond; it is not a Defaulted Obligation or a Credit Risk Obligation (unless such Defaulted Obligation is being acquired in an Exchange Transaction); it is not a lease; it is not a Structured Finance Security, Letter of Credit or a Synthetic Security; it is not a Zero Coupon Security; other than a Corporate Rescue Loan or Uptier Priming Debt, it has a Fitch Rating and an S&P 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 Step-Down Coupon Security; it is not a Project Finance Loan; it is not a Current Pay Obligation and is not a PIK Security; 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, or the Collateral Manager on its behalf, will have purchased or committed to purchase Collateral Obligations the Aggregate Principal Balance of which is equal to at least €362mln, which is approximately 96.53% of the Target Par Amount.

EU Risk Retention: Bain Capital Credit U.S. CLO Manager II, LP shall act as Retention Holder for the purposes of the EU Retention Requirements and will undertake to subscribe for and retain, on an ongoing basis, a material net economic interest in the Subordinated Notes with a Principal Amount outstanding, at any time, equal to not less than 5% of the Collateral Principal Amount in accordance with the Retention Requirements applicable as of the Issue Date.

US Risk Retention: None of the Collateral Manager or its affiliates intend to acquire or hold any Notes in contemplation of compliance with the US Risk Retention Rules.