Dryden 27 R Euro CLO 2017 DAC (refin): 24 March 2021

The assets securing the Notes will consist primarily of a portfolio of Collateral Debt Obligations consisting at the time of acquisition of predominantly Senior Secured Loans, Senior Secured Bonds, Corporate Rescue Obligations, Unsecured Senior Obligations, Second Lien Loans, Mezzanine Obligations and High Yield Bonds, and will be managed by both PGIM Loan Originator Manager Limited, with respect to dealings in Collateral Debt Obligations and Loss Mitigation Obligations constituting loans, and PGIM Limited.

On 24 May 2017 (the Original Issue Date) Dryden XXVII-R Euro CLO 2017 B.V. issued Class A-1 Senior Secured Floating Rate Notes due 2030, Class A-2 Senior Secured Fixed Rate Notes due 2030, Class B-1 Senior Secured Floating Rate Notes due 2030, Class B-2 Senior Secured Fixed Rate Notes due 2030, Class C Mezzanine Secured Deferrable Floating Rate Notes due 2030, Class D Mezzanine Secured Deferrable Floating Rate Notes due 2030, Class E Mezzanine Secured Deferrable Floating Rate Notes due 2030, Class F Mezzanine Secured Deferrable Floating Rate Notes due 2030 and Subordinated Notes due 2030.

With effect on and from 29 December 2020, the Original Issuer was substituted as principal debtor in respect of each Class of the Original Notes with Dryden 27 R Euro CLO 2017 DAC. In connection with the Issuer Substitution, certain consequential amendments were made to the Original Trust Deed.

On 23 March 2021 (the re-issue Date) the Issuer will, subject to certain conditions, refinance the Notes by issuing Class A-R Senior Secured Floating Rate Notes due 2033, Class B-1-R Senior Secured Floating Rate Notes due 2033, Class B-2-R Senior Secured Fixed Rate Notes due 2033, Class C-R Mezzanine Secured Deferrable Floating Rate Notes due 2033, Class D-R Mezzanine Secured Deferrable Floating Rate Notes due 2033, Class E-R Mezzanine Secured Deferrable Floating Rate Notes due 2033 and Class F-R Mezzanine Secured Deferrable Floating Rate Notes due 2033. The original Subordinated Notes due 2033 remain outstanding.

EU & UK Risk Retention: The Collateral Manager shall act as Retention Holder for the purposes of the EU/UK Retention Requirements and will, for so long as any Class of Notes remains outstanding, undertake to 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 Refinancing Notes that is sold or transferred to investors on the Issue Date.

US Risk Retention: No party currently intends to obtain on the Issue Date and retain after the Issue Date any Notes for the purpose of satisfying the U.S. Risk Retention Rules.