Henley CLO XVII DAC: 27 June 2026

The assets securing the Debt will consist primarily of a portfolio of Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by Napier Park CMV LLC.

Henley CLO XVII DAC will issue Class A Senior Secured Floating Rate Notes due 2038, Class B Senior Secured Floating Rate Notes due 2039, Class C Senior Secured Deferrable Floating Rate Notes due 2039, Class D Senior Secured Deferrable Floating Rate Notes due 2039, Class E Senior Secured Deferrable Floating Rate Notes due 2039, Class F Senior Secured Deferrable Floating Rate Notes due 2039 and Subordinated Notes due 2039.

In addition, on the Issue Date, the Issuer will enter into a loan agreement pursuant to which the lenders will make available to the Issuer a facility in an amount of €103,400,000. The Class A Facility will be fully drawn on the Issue Date.

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 equals at least €485mln, representing 97.0% of the Target Par Amount.

The Notes (other than certain of the Retention Notes and certain of the Subordinated Notes) are being offered by the Issuer through Merrill Lynch International in its capacity as arranger and initial purchaser of the offering of such Notes subject to prior sale.

EU & UK Risk Retention: The Retention Holder (Napier Park CMV LLC) will undertake to acquire on the Issue Date and retain, in its capacity as “originator” for the purposes of the EU/UK Retention Requirements, on an ongoing basis for so long as any Class of Notes remains outstanding, a material net economic interest equal to not less than 5% of the nominal value of each Class of Notes, pursuant to paragraph 3(a) of Article 6 of the EU/UK Securitisation Regulations as in effect on the Issue Date.

US Risk Retention: The Collateral Manager has informed the Issuer that neither it nor any of its affiliates intends to purchase or retain any Notes for the purposes of complying with the US Risk Retention Rules on or after the Issue Date.