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Arbour CLO XII DAC: 22 November 2023

The assets securing the Notes will consist of a portfolio of primarily Senior Loans, Secured Senior Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Oaktree Capital Management (Europe) LLP.

Eligibility criteria (includes): it is a Secured Senior Loan, a Secured Senior Bond, a Corporate Rescue Loan, an Unsecured Senior Obligation, a Mezzanine Obligation, a Second Lien Loan, a High Yield Bond, a PIK Obligation or a Bridge Loan; other than in the case of Corporate Rescue Loans, it is not a Defaulted Obligation or a Credit Impaired Obligation (unless such obligation is being acquired in connection with a Bankruptcy Exchange); it is not a lease; it is not a Structured Finance Security, a Project Finance Loan, a Letter of Credit or a Synthetic Security; it is not a debt obligation that pays scheduled interest less frequently than annually (other than, for the avoidance of doubt, PIK Obligations or Mezzanine Obligations); it is an obligation of an Obligor or Obligors Domiciled in a Non-Emerging Market Country (as determined by the Collateral Manager acting on behalf of the Issuer); it is not an obligation that contains limited recourse provisions that limit the obligations of the Obligor thereunder to a defined portfolio or pool of assets.

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 at least €405mln, which is approximately 95% of the Target Par Amount.

The Notes are being offered by the Issuer through J.P. Morgan Securities plc in its capacity as initial purchaser of the offering of such Notes subject to prior sale.

EU Risk Retention: Oaktree European CLO Capital Fund II shall act as Retention Holder for the purposes of the Retention Requirements and will acquire and retain a material net economic interest in the transaction, which will be comprised of a first loss tranche, by holding in its own name and on its own account, on an on-going basis for so long as any Class of Notes remains outstanding, Subordinated Notes with a Principal Amount Outstanding such that the aggregate purchase price thereof equals no less than 5% of the Target Par Retention Amount.