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DRYDEN XXVIII SENIOR LOAN FUNDDRYDEN XXVIII SENIOR LOAN FUND LLCNOTICE OF PROPOSED SECOND SUPPLEMENTAL INDENTUREDate of Notice: July 25, 2017NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OFINTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECTNOTES.IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHERINTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITERE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELYMANNER.To: The Holders of the Notes as described on the attached Schedule B and to those AdditionalParties listed on Schedule A hereto:Reference is hereby made to that certain Indenture dated as of July 3, 2013 (as amendedby a First Supplemental Indenture dated as of April 17, 2014, the “Indenture”), by and amongDryden XXVIII Senior Loan Fund (the “Issuer”), Dryden XXVIII Senior Loan Fund LLC (the“Co-Issuer” and, together with the Issuer, the “Co-Issuers”) and U.S. Bank National Association,(the “Trustee”). All capitalized terms used herein are used with the meanings given to suchterms in the Indenture.Pursuant to the Indenture, on behalf of and at the expense of the Co-Issuers, the Trusteehereby provides this notice, pursuant to Section 8.2(b) of the Indenture, of a proposed SecondSupplemental Indenture, attached hereto as Exhibit A (referred to herein as the “SecondSupplemental Indenture”), to the Noteholders, the Collateral Manager and the Rating Agencies.THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THEHOLDERS IN RESPECT OF THE PROPOSED SECOND SUPPLEMENTALINDENTURE, ASSUME NO RESPONSIBILITY OR LIABILITY FOR THE CONTENTSOR SUFFICIENCY OF THE PROPOSED SECOND SUPPLEMENTAL INDENTURE,AND MAKE NO REPRESENTATION, WARRANTY OR RECOMMENDATION OFANY KIND WITH RESPECT TO THE PROPOSED SECOND SUPPLEMENTALINDENTURE OR ITS CONTENTS.HOLDERS SHOULD CONSULT THEIR OWNLEGAL OR INVESTMENT ADVISORS CONCERNING THE PROPOSED SECONDSUPPLEMENTAL INDENTURE.This Notice is being sent to Holders of Notes by U.S. Bank National Association in itscapacity as Trustee at the request of the Co-Issuers. Questions may be directed to the Trusteeby contacting Dikran Terian at U.S. Bank National Association at (617) 603-6530or dikran.terian@usbank.com with any other questions.
The CUSIP, ISIN and Common Code numbers appearing in this notice are includedsolely for the convenience of the Holders. The Trustee is not responsible for the selection or useof the CUSIP, ISIN or Common Code numbers, or for the accuracy or correctness of CUSIP,ISIN or Common Code numbers printed on the Notes or as indicated in this notice. Recipients ofthis notice are cautioned that this notice is not evidence that the Trustee will recognize therecipient as a Holder. Under the Indenture, the Trustee is required only to recognize and treat theperson in whose name a Note is registered on the registration books maintained by the Trustee asa Holder.U.S. BANK NATIONAL ASSOCIATION,as Trustee
SCHEDULE AAdditional PartiesIssuer:Dryden XXVIII Senior Loan Fundc/o MaplesFS LimitedP.O. Box 1093Boundary Hall, Cricket SquareGrand Cayman, KY1-1102Cayman IslandsAttention: The DirectorsFacsimile: (345) 945-7100 with a copy to 1 (345) 949-8080Email: cayman@maplesfs.comCo-Issuer:Dryden XXVIII Senior Loan Fund LLCc/o Puglisi & Associates850 Library Avenue, Suite 204Newark, Delaware 19711Attention: The DirectorsFacsimile: (302) 738-7210Email: dpuglisi@puglisiassoc.comCollateral Manager:PGIM, Inc.655 Broad Street, 7th floorNewark, New Jersey 07102Facsimile: (973) 802-7025Attention: CDO Unit, Managing DirectorRating Agencies:Moody’s Investors Service, Inc.7 World Trade Center250 Greenwich StreetNew York, New York 10007Attn: CBO/CLO MonitoringE-mail: cdomonitoring@moodys.comFacsimile: (212) 553-0355S&P Global Ratings,an S&P Global Business55 Water Street, 41st FloorNew York, New York 10041Facsimile: (212) 438-2655Attention: Asset-Backed CBO/CLOSurveillanceEmail: CDO Surveillance@sandp.comIrish Stock Exchange:James FergusonIrish Stock Exchange LimitedCompanies Announcements Office28 Anglesea StreetDublin 2, IrelandFor posting through ISE DirectDTC, Euroclear and Clearstream mdrit@euroclear.comca mandatory.events@clearstream.com
Schedule BThe Holders of the Notes described as:Definitive Note issued to Institutional Accredited InvestorsClass B-3L NotesSubordinated Notes CUSIP26251BAH926251DAB8No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either asprinted on the Notes or as contained in this notice. Such numbers are included solely for the convenience ofthe Holders.
EXHIBIT APROPOSED SECOND SUPPLEMENTAL INDENTURE[SEE ATTACHED]
FBD draft dated July 25, 2017 - Subject to completion and revisionDRYDEN XXVIII SENIOR LOAN FUNDIssuerDRYDEN XXVIII SENIOR LOAN FUND LLCCo-IssuerU.S. BANK NATIONAL ASSOCIATIONTrusteeSECOND SUPPLEMENTAL INDENTUREDated as of August 15, 2017, amending the Indenture dated as of July 3, 2013US2189995
SECOND SUPPLEMENTAL INDENTURE, dated as of August 15, 2017 (this"Supplemental Indenture"), between Dryden XXVIII Senior Loan Fund, an exempted companyincorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), DrydenXXVIII Senior Loan Fund LLC, a Delaware limited liability company (the "Co-Issuer" and,together with the Issuer, the "Co-Issuers") and U.S. Bank National Association, as trustee (the"Trustee"), is entered into pursuant to the terms of the Indenture, dated as of July 3, 2013,between the Co-Issuers and the Trustee (as amended by a First Supplemental Indenture dated asof April 17, 2014 among the Co-Issuers and the Trustee, the "Indenture"). Capitalized termsused in this Supplemental Indenture that are not otherwise defined herein have the meaningsassigned thereto in the Indenture.PRELIMINARY STATEMENTWHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to makechanges necessary to issue replacement securities in connection with a Refinancing of the ClassA-1L Notes, the Class A-2L Notes, the Class A-3L Notes, the Class B-1L Notes, the Class B-2LNotes and the Class B-3L Notes (collectively, the "Original Notes") through issuance of [theClass X Notes, the Class A-1R Notes, the Class A-2R Notes, the Class A-3R Notes, the Class B1R Notes, the Class B-2R Notes, the Class B-3R Notes and additional Subordinated Notes](collectively, the "Replacement Notes") occurring on the date of this Supplemental Indenture(the "Refinancing Date") and to make certain other changes to the Indenture as set forth herein;WHEREAS, the existing Subordinated Notes shall remain outstanding following theRefinancing;WHEREAS, a majority of the Aggregate Principal Amount of the Subordinated Noteshas provided direction in accordance with the Indenture for the Refinancing to occur;WHEREAS, (i) pursuant to the second paragraph of Section 9.4(d) of the Indenture, if aRefinancing is obtained meeting the requirements specified in Section 9.4 as certified by theCollateral Manager, the Co-Issuers and the Trustee (as directed by the Issuer) shall amend theIndenture pursuant to Article 8 of the Indenture to the extent necessary to reflect the terms of theRefinancing and no consent for such amendments shall be required from the Holder of any Note,other than the majority of the Aggregate Principal Amount of the Subordinated Notes directingthe redemption, (ii) pursuant to Section 8.1(a)(xv) of the Indenture, without the consent of theNoteholders, but with the prior written consent of the Collateral Manager, the Co-Issuers and theTrustee may enter into one or more indentures supplemental to the Indenture to facilitate aRefinancing involving the issuance of additional notes in order to accommodate the issuance ofsuch additional notes and to establish the terms thereof and (iii) pursuant to Section 8.2 of theIndenture, with the consent of Holders of a specified percentage of the Notes of each Classmaterially and adversely affected thereby, if any, the Trustee and the Co-Issuers may enter intoan indenture or indentures supplemental to the Indenture and not contemplated by Section 8.1 ofthe Indenture for the purpose of adding any provisions to, or changing in any manner oreliminating any of the provisions of, the Indenture or of modifying in any manner the rights ofthe Holders of the Notes under the Indenture; andUS2801944/10 109555-02351
WHEREAS, the conditions set forth in the Indenture for entry into a supplementalindenture pursuant to Sections 9.4(d), 8.1(a)(xv) and 8.2 of the Indenture have been satisfied;NOW THEREFORE, for good and valuable consideration the receipt of which is herebyacknowledged, the Co-Issuers and the Trustee hereby agree as follows:SECTION 1. Amendments to the IndentureAs of the date hereof, the Indenture is hereby amended to delete the red, stricken text(indicated in the following manner: red, stricken text) and the green, stricken text (indicated inthe following manner: green, stricken text) and to add the blue, double-underlined text (indicatedas follows: blue, double-underlined text) and the green, double-underlined text (indicated asfollows: green, double-underlined text) as set forth in Exhibit 1 hereto.Exhibit 2 hereto attaches a clean copy of the Indenture as in effect after giving effect tothe amendments thereto effected hereby.SECTION 2. IssuanceCancellation of Original NotesandAuthenticationofReplacementNotes;(a)The Co-Issuers hereby direct the Trustee to deposit in the Collection Account thegross proceeds of the Replacement Notes received on the Refinancing Date and to transfer suchproceeds to the Payment Account together with Collateral Interest Collections and CollateralPrincipal Collections standing to the credit of the Collection Account to the extent necessary topay on the Refinancing Date, in accordance with Section 9.4(e) of the Indenture and the Priorityof Payments, (i) the Redemption Prices of the Original Notes and (ii) the Collateral ManagementFees and all accrued and unpaid Administrative Expenses, including the reasonable fees, costs,charges and expenses incurred by the Trustee (including reasonable attorney's fees and expenses)in connection with the Refinancing contemplated hereby. To the extent that any unpaidAdministrative Expenses accrued to the Refinancing Date are not paid in full on the RefinancingDate, the Co-Issuers hereby direct the Trustee to pay such amounts in accordance with thePriority of Payments on each subsequent Payment Date until paid in full.(b)The Replacement Notes shall be issued as Rule 144A Global Notes andRegulation S Global Notes; provided that until such time (if any) as DTC has approved theeligibility of the Subordinated Notes issued in reliance on Rule 144A to be held and transferredin the form of Global Notes, Subordinated Notes issued in reliance on Rule 144A to persons whoare Qualified Institutional Buyers, including on the Refinancing Date, will be evidenced byDefinitive Notes.(c)The Replacement Notes to be issued on the Refinancing Date shall be executed bythe Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall beauthenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt bythe Trustee of the following:(i)Officer's Certificate of the Co-Issuers Regarding Corporate Matters. AnOfficer's Certificate of each of the Co-Issuers evidencing the authorization of theexecution and delivery of this Supplemental Indenture, a note purchase agreement inrelation to the Replacement Notes that are Secured Notes and a placement agencyUS2801944/10 109555-02352
agreement in relation to [certain of] the Replacement Notes that are Subordinated Notes,and the execution, authentication and delivery of the Replacement Notes applied for by itand specifying the Stated Maturity Date, original Aggregate Principal Amount and (otherthan in the case of Subordinated Notes) Applicable Periodic Rate of each Class of theReplacement Notes to be authenticated and delivered.(ii)Governmental Approvals. Either (A) a certificate of each of the CoIssuers or other official document evidencing the due authorization, approval or consentof any governmental body or bodies, at the time having jurisdiction in the premises,together with an Opinion of Counsel to each of the Co-Issuers that the authorization,approval or consent of no other governmental body is required for the valid issuance ofthe Replacement Notes or (B) an Opinion of Counsel to each of the Co-Issuers to theeffect that no consent or approval of, or other action by, any governmental agency orauthority which has not been obtained or taken is required under the laws of the State ofNew York or the Federal laws of the United States for the valid issuance of theReplacement Notes.(iii) Opinions. Opinions of (A) Freshfields Bruckhaus Deringer US LLP,special U.S. counsel to each of the Co-Issuers, including an opinion stating that theexecution of this Supplemental Indenture is authorized and permitted by the Indentureand that all conditions precedent applicable thereto under the Indenture have beencomplied with, (B) Maples & Calder, Cayman Islands counsel to the Issuer and (C)Nixon Peabody LLP, counsel to the Trustee, in each case, dated the Refinancing Date.(iv)Officers' Certificates of Co-Issuers Regarding Indenture. An Officer'sCertificate or Certificates stating that neither of the Co-Issuers is in default under theIndenture and that the issuance of the Replacement Notes will not result in a breach ofany of the terms, conditions or provisions of, or constitute a default under, the respectiveCo-Issuer's organizational documents and any indenture or other agreement or instrumentto which the Issuer or the Co-Issuer, as applicable, is a party or by which the Issuer or theCo-Issuer, as applicable, is bound or any order of any court or administrative agencyentered in any Proceeding to which the Issuer or the Co-Issuer, as applicable, is a party orby which the Issuer or the Co-Issuer, as applicable, is bound or to which the Issuer or theCo-Issuer, as applicable, is subject and that all conditions precedent provided in thisSection 2(b) and all conditions precedent otherwise provided in this SupplementalIndenture relating to the authentication and delivery of the Replacement Notes have beencomplied with. The Officer's Certificate of the Issuer shall also state that all of itsrepresentations and warranties contained in the Indenture are true and correct as of theRefinancing Date.(v)A fully executed counterpart of this Supplemental Indenture.(vi)Rating Letters. An Officer's Certificate of the Issuer to the effect thatattached thereto with respect to each Class of Replacement Notes that are Secured Notesis a true and correct copy of a letter signed by each Rating Agency assigning theapplicable rating or ratings to such Class of Replacement Notes as specified in Section2.3 of the form of Indenture attached hereto as Exhibit 2.US2801944/10 109555-02353
(vii) Such other documents as the Trustee may reasonably require; providedthat nothing in this clause (vii) shall imply or impose a duty on the part of the Trustee torequire any other documents.(d)On the Refinancing Date, the Trustee, as custodian of the Global Notes, shallcause all Global Notes representing the Original Notes to be surrendered and shall cause theOriginal Notes to be cancelled in accordance with Section 2.9 of the Indenture and shall instructDTC to reduce the principal amount of each Global Note representing an Original Note to zero.(e)Upon the request of any Holder of a Subordinated Note issued prior to theeffectiveness of this Supplemental Indenture and surrender by such Holder of such SubordinatedNote in the form issued pursuant to the Indenture (an "Original Subordinated Note Certificate"),the Issuer shall execute and instruct the Trustee by Issuer Order to authenticate, and upon suchIssuer Order, the Trustee shall authenticate and deliver to the Holder, in exchange for suchOriginal Subordinated Note Certificate, a replacement Subordinated Note in a form issuableunder the Indenture after giving effect to this Supplemental Indenture. By its consent to thisSupplemental Indenture, each Holder of a Subordinated Note that does not so exchange itsOriginal Subordinated Note Certificate consents to the deemed amendment of its SubordinatedNote certificate, effective on the Refinancing Date, in such a manner as to conform suchcertificate to the form issuable under the Indenture after giving effect to this SupplementalIndenture.SECTION 3. Consent of the Holders of the Replacement NotesWith respect to each Holder or beneficial owner of a Replacement Note, suchHolder's or beneficial owner's acquisition thereof on the Refinancing Date shall confirm suchHolder's or beneficial owner's agreement to the amendments to the Indenture set forth in thisSupplemental Indenture and to the execution of this Supplemental Indenture by the Co-Issuersand the Trustee.SECTION 4. Indenture to Remain in EffectExcept as expressly modified herein, the Indenture shall continue in full force andeffect in accordance with its terms. The Trustee shall be entitled to all rights, protections,immunities and indemnities set forth in the Indenture as fully as if set forth in this SupplementalIndenture.SECTION 5. Miscellaneous(a)This Supplemental Indenture and the Replacement Notes shall be construed inaccordance with, and this Supplemental Indenture and the Replacement Notes and any mattersarising out of or relating in any way whatsoever to this Supplemental Indenture or theReplacement Notes (whether in contract, tort or otherwise) shall be governed by, the law of theState of New York.(b)This instrument may be executed in any number of counterparts, each of which soexecuted shall be deemed to be an original, but all such counterparts shall together constitute butone and the same instrument. Delivery of an executed counterpart of this SupplementalUS2801944/10 109555-02354
Indenture by electronic means (including email or telecopy) will be effective as delivery of amanually executed counterpart of this Supplemental Indenture.(c)Notwithstanding any other provision of the Indenture as amended by thisSupplemental Indenture, the obligations of the Co-Issuers under the Secured Notes, theobligations of the Issuer under the Subordinated Notes and the obligations of the Co-Issuersunder the Indenture as amended by this Supplemental Indenture are limited recourse obligationsof the Co-Issuers or the Issuer, as the case may be, payable solely from the Trust Estate andfollowing realization of the Trust Estate, and application of the proceeds thereof in accordancewith the Indenture as amended by this Supplemental Indenture, all obligations of and any claimsagainst the Co-Issuers thereunder or in connection therewith after such realization shall beextinguished and shall not thereafter revive. No recourse shall be had against any Officer,director, employee, shareholder or incorporator of the Co-Issuers, the Collateral Manager or theirrespective Affiliates, successors or assigns for any amounts payable under the Notes or theIndenture as amended by this Supplemental Indenture. It is understood that the foregoingprovisions of this paragraph (c) shall not (i) prevent recourse to the Trust Estate for the sums dueor to become due under any security, instrument or agreement which is part of the Trust Estate or(ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by theNotes or secured by the Indenture as amended by this Supplemental Indenture until the assets inthe Trust Estate have been realized. It is further understood that the foregoing provisions of thisparagraph (c) shall not limit the right of any Person to name the Issuer or the Co-Issuer as a partydefendant in any Proceeding or in the exercise of any other remedy under the Notes or theIndenture as amended by this Supplemental Indenture, so long as no judgment in the nature of adeficiency judgment or seeking personal liability shall be asked for or (if obtained) enforcedagainst any such Person or entity. The Subordinated Notes are not secured under the Indentureas amended by this Supplemental Indenture, and the Holders of the Subordinated Notes are notSecured Parties.(d)Notwithstanding any other provision of the Indenture as amended by thisSupplemental Indenture, none of the Trustee, the Secured Parties or the Holders and beneficialowners of any Notes may (and the Holders and beneficial owners of each Class of Notes agree,for the benefit of all Holders of each Class of Notes, that they shall not), prior to the date whichis one year and one day (or if longer, any applicable preference period plus one day) after thepayment in full of all Notes and any other debt obligations of the Issuer that have been ratedupon issuance by any rating agency at the request of the Issuer, institute against, or join any otherPerson in instituting against, the Issuer, the Co-Issuer or any Permitted Subsidiary anybankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, orother Proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws of anyjurisdiction. Nothing in this paragraph shall preclude, or be deemed to estop, the Trustee, anySecured Party or any Noteholder (i) from taking any action prior to the expiration of theaforementioned period in (A) any case or Proceeding voluntarily filed or commenced by theIssuer, the Co-Issuer or any Permitted Subsidiary or (B) any involuntary insolvency Proceedingfiled or commenced by a Person other than the Trustee, such Secured Party or such Noteholder,respectively, or (ii) from commencing against the Issuer, the Co-Issuer or any PermittedSubsidiary or any of their respective properties any legal action which is not a bankruptcy,reorganization, arrangement, insolvency, moratorium or liquidation Proceeding.US2801944/10 109555-02355
(e)The Trustee assumes no responsibility for the correctness of the recitals containedherein, which shall be taken as the statements of each of the Co-Issuers, and the Trustee shall notbe responsible or accountable in any way whatsoever for or with respect to the validity,execution or sufficiency of this Supplemental Indenture and makes no representation withrespect thereto.(f)Upon its execution, this Supplemental Indenture shall become effective on theRefinancing Date immediately following the consummation of the Refinancing contemplated bythis Supplemental Indenture on such date without any further action by any Person.(g)The Co-Issuers represent and warrant to the Trustee that this SupplementalIndenture has been duly and validly executed and delivered by each of the Co-Issuers andconstitutes their respective legal, valid and binding obligation, enforceable against each of theCo-Issuers in accordance with its terms.(h)This Supplemental Indenture shall be binding upon and inure to the benefit of theparties hereto and their respective successors and assigns.[Signature Page Follows.]US2801944/10 109555-02356
IN WITNESS WHEREOF, the parties hereto have executed and delivered thisSupplemental Indenture as of the date first written above.Executed as a Deed by:DRYDEN XXVIII SENIOR LOAN FUND, asIssuerBy:Name:Title:In the presence of:Witness:Name:Occupation:Title:DRYDEN XXVIII SENIOR LOAN FUNDLLC,as Co-IssuerBy:Name:Title:U.S. BANK NATIONAL ASSOCIATION, asTrusteeBy:Name:Title:Dryden XXVIII Senior Loan Fund Supplemental Indenture
AGREED AND CONSENTED TO:PGIM, INC., as Collateral ManagerBy:Name:Title:Dryden XXVIII Senior Loan Fund Supplemental Indenture
EXHIBIT 1INDENTURE AMENDMENTS[See attached.]Dryden XXVIII Senior Loan Fund Supplemental Indenture
Conformed through First Supplemental Indenture dated as of April 17, 2014FBD draft dated July 25, 2017 - Subject to completion and revisionDRYDEN XXVIII SENIOR LOAN FUND,IssuerDRYDEN XXVIII SENIOR LOAN FUND LLC,Co-IssuerandU.S. BANK NATIONAL ASSOCIATION,TrusteeINDENTUREDated as of July 3, 2013
TABLE OF CONTENTSTable of ContentsPagePRELIMINARY STATEMENT1GRANTING s of Construction.Assumptions as to Collateral Debt Obligations and Trust .132.142.152.16NOTESForms Generally.Form of Notes and Certificate of Authentication.Authorized Amount and Denominations.Execution, Authentication, Delivery and Dating.Registration, Registration of Transfer and Exchange.Mutilated, Destroyed, Lost or Stolen Notes.Payments on the Notes.Persons Deemed Owners.Purchase and Surrender of Notes; Cancellation.Definitive Notes.Determination of LIBOR.Notes Beneficially Owned by Non-Permitted Holders.Tax Treatment.No Gross Up.[Reserved].Additional 2511261127112811291131113311331133CONDITIONS PRECEDENT AND SECURITY INTERESTS1136General Provisions.1136Security.1138Purchase of Initial Collateral Debt Obligations.1140Custodianship; Transfer of Collateral Debt Obligations and Eligible Investments.11413.5Collateral Debt Obligations Delivered After the Closing Date.11413.6Notes Issued After the Closing Date.11423.13.23.33.44.4.14.2SATISFACTION AND DISCHARGESatisfaction and Discharge of Indenture.Application of Trust Money.i114311431145
4.3Repayment of Money Held by Paying Agent.5.REMEDIES5.1Events of Default.5.2Acceleration of Maturity; Rescission and on of Trust Estate.5.6Trustee May File Proofs of Claim.5.7Trustee May Enforce Claims Without Possession of Notes.5.8Application of Money Collected.5.9Limitation on Suits.5.10Unconditional Rights of Noteholders to Receive Principal and Interest.5.11Restoration of Rights and Remedies.5.12Rights and Remedies Cumulative.5.13Delay or Omission Not Waiver.5.14Control by Requisite Noteholders.5.15Waiver of Past Defaults.5.16Undertaking for Costs.5.17Waiver of Stay or Execution Laws.5.18Sale of Trust Estate.5.19Action on 1161116111611162TRUSTEE1162Certain Duties and Responsibilities of the Trustee.1162Notice of Default.1164Certain Rights of Trustee.1165Not Responsible for Recitals or Issuance of Notes.1169May Hold Notes.1169Money Held in Trust.1169Compensation and Reimbursement.1170Corporate Trustee Required; Eligibility.1171Resignation and Removal of Trustee; Appointment of Successor.1171Acceptance of Appointment by Successor Trustee.1173Merger, Conversion, Consolidation or Succession to Business of Trustee. 1173Certain Duties of Trustee Related to Delayed Payment of ry For Secured Noteholders Only; Agent For Each Other Secured Partyand the Holders of the Subordinated Notes.1175Authenticating Agents.1175Assignment of Rights; Not Assumption of Duties.1176Limitation on Duty of Trustee in Respect of the Trust Estate.1176Representations and Warranties of The Bank.1176Co-Trustees.1177ii
7.REPRESENTATIONS AND COVENANTS7.1Payment of Principal and Interest.7.2[Reserved]7.3Maintenance of Office or Agency.7.4Money for Payments To Be Held in Trust.7.5Existence of Co-Issuers; Permitted Subsidiaries.7.6Protection of Collateral.7.7Opinions and Other Documentation.7.8Performance of Obligations.7.9Negative Covenants.7.10Statement as to Compliance.7.11Co-Issuers May Not Consolidate or Merge.7.12No Other Business.7.13[Reserved]7.14Calculation Agent.7.15Annual Rating Review; Notice of Rating.7.16Process Agent.7.17Additional Covenants.7.18Representations and Warranties of the Co-Issuers.7.19Certain Tax Matters.7.20Maintenance of Listing.7.21Section 3(c)(7) Procedures.7.22Certain Miscellaneous Covenants.7.23Representations, Warranties and Undertakings of the Issuer.8.8.18.28.38.48.59.SUPPLEMENTAL INDENTURESSupplemental Indentures Without Consent of Noteholders.Supplemental Indentures With Consent of Noteholders.Execution of Supplemental Indentures.Effect of Supplemental Indentures.Reference in Notes to Supplemental Indentures.PRINCIPAL PREPAYMENTS; REDEMPTION OF NOTES9.1Principal Prepayment.9.2Notice to Trustee, Rating Agencies and Collateral Manager.9.3Notes Payable on Principal Prepayment Date.9.4Optional Redemption; Election to Redeem.9.5Notice by Issuer of Optional Redemption.9.6Notice by Trustee of Optional Redemption or Clean-Up Call Redemption.9.7Notes Payable on Redemption Date.9.8Special Redemption.9.9Ramp-Up Confirmation Failure.9.10Clean-Up Call Redemption.9.11Optional Redemption of Secured Notes Using Additional Notes or 1112111216121712171218121812201222
9.12Re-Pricing of Notes122310.ACCOUNTS, ACCOUNTINGS AND RELEASES122710.1Collection of Money.122710.2Accounts; Collection Account; Unused Proceeds Account; Loan FundingAccount; LC Reserve Account; Custodial Account; Interest Reserve Account;Supplemental Interest Reserve Account; Expense Reserve Account.122810.3Release of Collateral Debt Obligations.123510.4Reports by Trustee.123710.5Accountings.123810.6Reports by Independent Accountants.124610.7Reports to the Rating Agencies.124710.8Inspection of Books and Records.124711.APPLICATION OF MONEYS11.1Disbursements of Moneys.1248124812.SALE OF COLLATERAL DEBT OBLIGATIONS; SUBSTITUTION12.1Sale of Collateral Debt Obligations.12.2Eligibility Criteria and Trading Restrictions.12.3Purchase of Additional Collateral Debt Obligations pursuant to a Ramp-UpConfirmation Failure or Refinancing Ramp-Up Confirmation Failure.12.4Collateral Debt Obligations Subject to Offer or Call; A/B Exchange.12.5Purchase and Swap of Defaulted Obligations12.6[Reserved]12.7Conditions Applicable to All Transactions Involving Purchases of Collate
Dryden XXVIII Senior Loan Fund c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands Attention: The Directors Facsimile: (345) 945 -7100 with a copy to 1 (345) 949 -8080 Email: cayman@maplesfs.com Co-Issuer: Dryden XXVIII Senior Loan Fund LLC c/o Puglisi & Associates
