Aqueduct European CLO 8 DAC: 23 June 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 HPS Investment Partners CLO (UK) LLP (the Collateral Manager).

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 (in each case, which is not a sub-participation of a sub-participation); other than in the case of a Corporate Rescue Loan, it is not a Defaulted Obligation or a Credit Risk Obligation; it is not a lease; it is not a Structured Finance Security or a Synthetic Security; it is not a Zero Coupon Security or Step-Up Coupon Security; other than in the case of a Corporate Rescue Loan, it has an S&P Rating of not lower than "CCC-" and, for so long as Fitch assigns a rating in respect of an Outstanding Class of Rated Notes, 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; 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 a Project Finance Loan; it is not a Bridge Loan; it has a minimum purchase price of 60% 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 €380mln, which is approximately 95.00% of the Target Par Amount.

The Securities are being offered by the Issuer through BNP Paribas in its capacity as lead initial purchaser of the offering of such Securities subject to prior sale.

EU & UK Risk Retention: The Retention Holder (HPS Investment Partners CLO (UK) LLP) will undertake to purchase and retain, for its own account, a material net economic interest in the transaction comprising not less than 5% of the Principal Amount Outstanding of each Class of Securities, for the purposes of satisfying the EU/UK Retention Requirements.