- i - ADAGIO II CLO PLC - Irish Stock Exchange

WRITTEN TO SUPPORT THE MARKETING OF THE NOTES. THIS DESCRIPTION IS
LIMITED TO THE U.S. FEDERAL TAX ISSUES DESCRIBED HEREIN. IT IS
POSSIBLE THAT ADDITIONAL ISSUES MAY EXIST THAT COULD AFFECT THE
U.S. FEDERAL TAX TREATMENT OF AN INVESTMENT IN THE SERIES NOTES, OR
THE MATTER THAT IS THE SUBJECT OF THE DESCRIPTION NOTED HEREIN,
AND THIS DESCRIPTION DOES NOT CONSIDER OR PROVIDE ANY CONCLUSIONS
WITH RESPECT TO ANY SUCH ADDITIONAL ISSUES. YOU SHOULD SEEK
ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISOR.
NOTWITHSTANDING ANYTHING IN THIS PROSPECTUS TO THE CONTRARY,
EACH PROSPECTIVE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE OR
OTHER AGENT OF EACH PROSPECTIVE INVESTOR) MAY DISCLOSE TO ANY AND
ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT
AND TAX STRUCTURE OF AN INVESTMENT IN THE NOTES AND ALL
MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES)
THAT ARE PROVIDED TO THE PROSPECTIVE INVESTOR RELATING TO SUCH
TAX TREATMENT AND TAX STRUCTURE. FOR THESE PURPOSES, THE TAX
TREATMENT OF AN INVESTMENT IN THE NOTES MEANS THE PURPORTED OR
CLAIMED U.S. FEDERAL, STATE AND LOCAL INCOME TAX TREATMENT OF AN
INVESTMENT IN THE NOTES. MOREOVER, THE TAX STRUCTURE OF AN
INVESTMENT IN THE NOTES INCLUDES ANY FACT THAT MAY BE RELEVANT
TO UNDERSTANDING THE PURPORTED OR CLAIMED U.S. FEDERAL, STATE,
AND LOCAL INCOME TAX TREATMENT OF AN INVESTMENT IN THE NOTES.
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