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Dryden 59 Euro CLO 2017: 28 April 2018

The assets securing the Notes will consist primarily of a portfolio of Secured Senior Loans, Secured Senior Bonds, High Yield Bonds and Unsecured Senior Obligations, and will be managed by PGIM Limited.

Eligibility Criteria (includes): if such obligation were a Collateral Debt Obligation, it would be a Secured Senior Loan, a Secured Senior Bond, a Corporate Rescue Loan, an Unsecured Senior Obligation, a High Yield Bond, a Mezzanine Obligation, a PIK Obligation, a Current Pay Obligation or a Second Lien Loan; it is (I) denominated in Euro or (II) denominated in a Qualifying Currency other than Euro; it is not a lease (including a financial lease); it is not a Structured Finance Obligation, Synthetic Security or Letter of Credit or any other asset backed security; it is not a debt obligation that pays scheduled interest less frequently than annually (other than if such obligation would be a PIK Obligation); it is not a Step-Down Coupon Security; it is not a Zero Coupon Obligation; it is not a Project Finance Loan.

The Issuer expects that, by the Closing Date, it will have committed to acquire Collateral Debt Obligations with an Aggregate Principal Balance of at least 90% of the Target Par Amount.

CRR 405: The Retention Holder (the Collateral Manager) will, for so long as any Class of Notes remains outstanding, undertake and agree with effect on and from the Closing Date to subscribe for and retain, on an ongoing basis and for its own account, a material net economic interest in the transaction which will be comprised of not less than 5% of the nominal value of each of the tranches sold or transferred to investors on the Closing Date within the meaning of paragraph 1(a) of Article 405 of the CRR, paragraph 1(a) of Article 51 of the AIFMD Level 2 Regulation and paragraph 2(a) of Article 254 of the Solvency II Level 2 Regulation in accordance with the EU Retention Requirements as of the Closing Date.

US Risk Retention: On the Closing Date the Retention Holder will subscribe for, and intends to hold for as long as is required by the U.S. Risk Retention Rules, not less than 5% of the outstanding principal amount of each Class of Notes, with the intention of complying with the requirements for retaining an "eligible vertical interest" under the U.S. Risk Retention Rules as such rules apply as of the Closing Date.