- i - ADAGIO II CLO PLC - Irish Stock Exchange

THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD OF ITS
HOLDING AND DISPOSITION OF SUCH NOTE OR INTEREST THEREIN, EITHER (A)
IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AN "EMPLOYEE BENEFIT
PLAN" (AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT
INCOME SECURITY ACT 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO
SECTION 406 OF ERISA, OR A "PLAN" SUBJECT TO SECTION 4975 OF THE U.S.
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR FEDERAL,
STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE
("SIMILAR LAW"), OR (B) IT IS, OR IS ACTING ON BEHALF OF, A BENEFIT PLAN
INVESTOR THAT IS SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975
OF THE CODE, OR SIMILAR LAW AND ITS PURCHASE, HOLDING AND
DISPOSITION OF SUCH NOTE DOES NOT VIOLATE ERISA OR SECTION 4975 OF
THE CODE, OR SIMILAR LAW.
THE CLASS E NOTES AND THE CLASS F SUBORDINATED NOTES AND THE
COMBINATION NOTES (AND INTERESTS THEREIN) MAY NOT BE PURCHASED OR
HELD BY, AND EACH PURCHASER OR HOLDER OF ANY CLASS E NOTE OR
CLASS F SUBORDINATED NOTE OR A COMBINATION NOTE WILL BE DEEMED
TO REPRESENT AND AGREE THAT IT IS NOT AND WILL NOT BE, FOR THE
PERIOD THAT IT HOLDS SUCH NOTES (OR INTERESTS), (A) AN "EMPLOYEE
BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE U.S.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), WHICH IS SUBJECT TO ERISA, (B) A "PLAN" WITHIN THE MEANING
OF AND SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), (C) ANOTHER EMPLOYEE BENEFIT PLAN
SUBJECT TO ANY U.S. FEDERAL, STATE OR LOCAL, OR NON-U.S. LAW
SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE ("SIMILAR LAW"), OR (D) ANY PERSON OR ENTITY ANY OF WHOSE
ASSETS INCLUDE, OR ARE DEEMED FOR PURPOSES OF ERISA OR SECTION 4975
OF THE CODE (OR, IN THE CASE OF SUCH ANOTHER EMPLOYEE BENEFIT
PLAN, SIMILAR LAW) TO INCLUDE, THE "PLAN ASSETS" OF ANY SUCH
"EMPLOYEE BENEFIT PLAN," OR "PLAN". FURTHERMORE, EACH PURCHASER
OR HOLDER OF ANY CLASS E NOTE OR CLASS F SUBORDINATED NOTE OR A
COMBINATION NOTE OR ANY INTEREST THEREIN WILL BE DEEMED TO
REPRESENT AND AGREE BY SUCH PURCHASE OR HOLDING THEREOF THAT IT
WILL NOT SELL OR OTHERWISE TRANSFER SUCH NOTES OR ANY INTEREST
THEREIN OTHERWISE THAN TO A PURCHASER OR TRANSFEREE THAT IS
DEEMED TO REPRESENT AND AGREE WITH RESPECT TO ITS PURCHASE OR
HOLDING OF SUCH NOTES TO THE SAME EFFECT AS THE PURCHASER'S
REPRESENTATION AND AGREEMENT SET FORTH IN THE IMMEDIATELY
PRECEDING SENTENCE.
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