Dryden 46 Euro CLO 2016 (2nd Reissue): 17 April 2021

The assets securing the Debt 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, managed by PGIM Loan Originator Manager Limited.

On 28 October 2016 (the Original Issue Date) Dryden 46 Euro CLO 2016 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.

On 12 June 2019 (the 2019 Refinancing Date) the Original Issuer refinanced the Original Notes by issuing Class A-1-R Senior Secured Floating Rate Notes due 2030, Class A-2-R Senior Secured Fixed Rate Notes due 2030 and Class B-1-R Senior Secured Floating Rate Notes due 2030, together with the Original Class B-2 Notes, Class C-R Mezzanine Secured Deferrable Floating Rate Notes due 2030 and Class D Mezzanine Secured Deferrable Floating Rate Notes due 2030, the Original Class E Notes and the Original Class F Notes.

On 15 April 2021 (the Re-finance Date) the Issuer will, subject to certain conditions, refinance the Refinanced Notes by issuing Class A-R-R Senior Secured Floating Rate Notes due 2034, Class B-1-R-R Senior Secured Floating Rate Notes due 2034, Class B-2-R Senior Secured Fixed Rate Notes due 2034, Class C-R-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Class D-R-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Class E-R Mezzanine Secured Deferrable Floating Rate Notes due 2034 and Class F-R Mezzanine Secured Deferrable Floating Rate Notes due 2034.

Note - the Subordinated Notes were issued on the Original Issue Date and are not being offered pursuant to this transaction.

EU & UK Risk Retention: The Collateral Manager (PGIM) shall act as Retention Holder for the purposes of the EU/UK Retention Requirements 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 Debt that is sold or transferred to investors on the Issue Date, and shall purchase and retain, on an ongoing basis and on its own account, not less than 5% of the nominal value of the Subordinated Notes, within the meaning of Article 6(3)(a) of the EU/UK Securitisation Regulation.

US Risk Retention: Based on the D.C. Circuit Ruling, 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 nor will any party seek to satisfy any other requirements.