- i - ADAGIO II CLO PLC - Irish Stock Exchange

There can be no assurance that the distributions on the Portfolio and other Collateral
securing the Notes will be sufficient to enable the Issuer to make payments of interest
and principal on the Notes after making payments which rank senior to such payments
pursuant to the Priorities of Payment, including, in the case of the Class B Notes,
payments in respect of the Class A Notes, in the case of the Class C Notes, payments
in respect of the Class A Notes and the Class B Notes, in the case of the Class D
Notes, payments in respect of the Class A Notes, the Class B Notes and the Class C
Notes, in the case of the Class E Notes, payments in respect of the Class A Notes, the
Class B Notes, the Class C Notes and the Class D Notes and, in the case of the Class F
Subordinated Notes, payments in respect of each other Class of Rated Notes. The
Issuer's ability to make payments of interest and principal in respect of the Notes will
be constrained by (a) the effects of operation of the Priorities of Payment, (b) the level
of distributions received in respect of the Portfolio and other Collateral securing the
Notes (see "Nature of the Collateral" below) and (c) in certain circumstances, by the
interest rate mismatch described under "Interest Rate Risk" and/or by the currency
mismatch described under "Currency Risk". In addition, in certain circumstances,
including the breach of any Coverage Test, Interest Proceeds that would otherwise
have been available for the payment of interest on the Notes may be used to redeem the
Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes or the Class E
Notes, depending on the Coverage Test or Tests so breached. See Condition 3(c)(ii)
(Application of Interest Proceeds) and Condition 3(c)(iii) (Application of Principal
Proceeds). Any failure to pay interest on the Class C Notes and/or the Class D Notes
and/or the Class E Notes when due will not be an Event of Default for so long as any
of the Class A Notes or the Class B Notes remain Outstanding. Any failure to pay
interest on the Class C Notes and/or the Class D Notes and/or the Class E Notes when
due will be an Event of Default in circumstances where the Class A Notes and the
Class B Notes have been repaid in full.
2.7 Net Proceeds Less Than Aggregate Principal Amount of the Notes
It is anticipated that the proceeds received by the Issuer on the Closing Date from the
issuance of the Notes, net of certain fees and expenses, will be less than the Aggregate
Principal Amount of the Notes. Consequently, it is anticipated that on the Closing
Date the proceeds of the Collateral will be insufficient to redeem the Notes in full upon
the occurrence of an Event of Default on or about that date.
2.8 Payments of Interest and Principal on the Class F Subordinated Notes
There can be no assurance that the distributions on the Portfolio and other Collateral
securing the Notes will be sufficient to make payments of interest or principal on the
Class F Subordinated Notes after making payments which rank senior to such payments
pursuant to the Priorities of Payment, including payments in respect of the Rated
Notes. The Issuer's ability to make payments of interest and principal in respect of the
Class F Subordinated Notes will be constrained by the terms of the Rated Notes, by the
level of distributions received in respect of the Portfolio and other Collateral securing
the Notes (see "Relating to the Collateral" below) and, in certain circumstances, by the
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