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- i - ADAGIO II CLO PLC - Irish Stock Exchange

- i - ADAGIO II CLO PLC - Irish Stock Exchange

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payment to payments of principal on the Class E Notes and<br />

the Class F Subordinated Notes subject to Condition<br />

3(c)(ii)(U) (Application of Interest Proceeds).<br />

Payments of interest on the Class E Notes will be<br />

subordinated in right of payment to payments of interest in<br />

respect of the Class A Notes, the Class B Notes, the Class C<br />

Notes and the Class D Notes. Payments of principal on the<br />

Class E Notes will be subordinated in right of payment to<br />

payments of principal and interest on the Class A Notes, the<br />

Class B Notes, the Class C Notes and the Class D Notes (for<br />

the avoidance of doubt, excluding Deferred Interest).<br />

Payments of interest on the Class E Notes will rank senior in<br />

right of payment to payments of interest and principal on the<br />

Class F Subordinated Notes. Payments of principal on the<br />

Class E Notes will rank senior in right of payment to<br />

payments of principal on the Class F Subordinated Notes.<br />

Interest Proceeds shall be paid on the Class F Subordinated<br />

Notes on each Payment Date in accordance with the priority<br />

of payments on an available funds basis. All payments on<br />

the Class F Subordinated Notes will be subordinated in right<br />

of payment to such payments in respect of the Rated Notes.<br />

Each Component of the Combination Notes shall rank in<br />

accordance with the Class of Notes represented thereby.<br />

Use of Proceeds:<br />

Priorities of Payment:<br />

The net proceeds of the issue and offering of the Notes on<br />

the Closing Date (after payment of applicable fees and<br />

expenses including those associated with the Initial Hedge<br />

Agreements) will be applied by the Issuer: (a) in payment<br />

of certain fees and expenses payable by the Issuer on the<br />

Closing Date, (b) in payment of all amounts due and payable<br />

in connection with the acquisition of certain Collateral Debt<br />

Obligations purchased by the Issuer on or about the Closing<br />

Date, equalling approximately €232,642,402, (c) in payment<br />

of up to €50,000 into the Expense Reserve Account, at the<br />

discretion of the Portfolio Manager (acting within the<br />

mandate given to it under the Portfolio Management<br />

Agreement) and approximately €122,776,787 into the<br />

Unused Proceeds Account and (d) in payment of €3,000,000<br />

into the Interest Reserve Account.<br />

Save for following any redemption of the Notes pursuant to<br />

a written request of the Class F Subordinated Noteholders<br />

(or where applicable the written request of the Noteholders<br />

of the Controlling Class and the Class F Subordinated<br />

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