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Dryden 74 Euro CLO 2020: 25 April 2020

PGIM will be appointed to act for and on behalf of the Issuer as Collateral Manager.

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 not a lease; it is not a Structured Finance Obligation, Synthetic Security or Letter of Credit or any other asset backed security; it does not have an "sf" subscript assigned by Fitch or S&P; it is not a Deferring Security; it is not a Zero Coupon Obligation; it is not a Project Finance Loan or a similar debt obligation that contains limited recourse provisions that limit the obligations of the Obligor thereunder to a defined portfolio or pool of assets.

The Issuer expects that, by the Closing Date, it will have committed to acquire Collateral Debt Obligations the Aggregate Principal Balance of which is equal to at least €300mln.

The Notes will be offered by the Issuer through Goldman Sachs International in its capacity as Placement Agent.

EU Risk Retention: The Collateral Manager shall act as Retention Holder for the purposes of the EU Retention Requirements and will subscribe for and retain, on an ongoing basis and on its own account, not less than 5% of the nominal value of each Tranche of Notes that is sold or transferred to investors on the Issue Date within the meaning of Article 6(3)(a) of the Securitisation Regulation in accordance with the EU Retention Requirements as of the Issue Date and, for these purposes, any Class or Classes of Notes ranking pari passu and pro rata shall constitute a single "Tranche".

US Risk Retention: Based on the D.C. Circuit Ruling, no party currently intends to obtain on the Closing Date and retain after the Closing Date any Notes for the purpose of satisfying the U.S. Risk Retention Rules nor will any party seek to satisfy any other requirements (including with respect to disclosure) set forth under the U.S. Risk Retention Rules.