Dryden 63 GBP CLO 2018: 04 October 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 either (I) denominated in Sterling, or (II) denominated in a Qualifying Currency other than Sterling; it is not a lease; it is not a Structured Finance Obligation, Synthetic Security or Letter of Credit or any other asset backed security; it would not constitute a Defaulted Obligation or a Credit Risk Obligation; it is not a Step-Down Coupon Security; it is not a Deferring 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 50.0% of the Target Par Amount.

The Notes will be offered by the Issuer through each of GreensLedge Capital Markets Europe LLP and NatWest Markets Plc in their capacity as joint placement agent with respect to such Notes. It is intended that NatWest Markets Plc will purchase the Notes (excluding the EU Retention Notes) and the Joint Placement Agents will resell them in individually negotiated transactions.

EU Risk Retention: The Retention Holder will, for so long as any Class of Notes remains outstanding, subscribe for on the Closing Date and hold on an ongoing basis not less than 5% of the outstanding nominal value of each of the tranches sold or transferred to investors with the intention of complying with the EU Retention Requirements.

US Risk Retention: The final rules implementing the credit risk retention requirements of Section 941 of the Dodd-Frank Act require the "sponsor" of a "securitization transaction" to retain not less than 5% of the "credit risk" of "securitized assets". To this end, the "sponsor" may retain an "eligible vertical interest" or an "eligible horizontal residual interest", or any combination thereof.