Dryden 69 Euro CLO 2018: 12 June 2019

PGIM will act as the 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 is not a Step-Up Coupon Security or Step-Down Coupon Security; it is not a Zero Coupon Obligation; it has a Moody's Rating of "Caa3" or higher, and a Fitch Rating of (other than for Corporate Rescue Loans and Current Pay Obligations) CCC- or higher; it is not a Bridge Loan or an Intermediary Obligation; it has a minimum purchase price of 60.0% of the Principal Balance of such Collateral Debt Obligation.

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 85.0% of the Target Par Amount.

The Notes will be offered by the Issuer through Deutsche Bank AG, London Branch in its capacity as initial purchaser subject to prior sale. The Initial Purchaser may then offer the Notes at prices as may be negotiated at the time of sale and which may vary among different purchasers.

EU Risk Retention: The Collateral Manager (PGIM) shall act as Retention Holder for the purposes of the EU Retention and Transparency Requirements. Under the EU Risk Retention Letter, the Retention Holder 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 Tranche of Notes that is sold or transferred to investors on the Closing Date within the meaning of Article 6(3)(a) of the Securitisation Regulation in accordance with the EU Retention and Transparency Requirements on the Closing Date.

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.