Adagio CLO V (2nd Refinancing): 02 April 2021

The assets securing the Notes will consist predominantly of a portfolio of Secured Senior Loans, Secured Senior Bonds, Mezzanine Obligations, Corporate Rescue Loans and High Yield Bonds, and will be managed by AXA Investment Managers, Inc.

On 15 September 2016 (the Original Issue Date) Adagio V CLO issued Class A Senior Secured Floating Rate Notes due 2029, Class B Senior Secured Floating Rate Notes due 2029, Class C Deferrable Mezzanine Floating Rate Notes due 2029, Class D Deferrable Mezzanine Floating Rate Notes due 2029, Class E Deferrable Junior Floating Rate Notes due 2029, Class F Deferrable Junior Floating Rate Notes due 2029 and Subordinated Notes due 2029.

On 15 October 2018 (the 2018 Refinancing Date) the Issuer refinanced the Original Notes by issuing Class X Senior Secured Floating Rate Notes due 2031, Class A-R Senior Secured Floating Rate Notes due 2031, Class B-1-R Senior Secured Floating Rate Notes due 2031, Class B-2-R Senior Secured Fixed Rate Notes due 2031, Class C-1-R Deferrable Mezzanine Floating Rate Notes due 2031, Class C-2-R Deferrable Mezzanine Floating Rate Notes due 2031, Class D-R Deferrable Mezzanine Floating Rate Notes due 2031, Class E-R Deferrable Junior Floating Rate Notes due 2031 and Class F-R Deferrable Junior Floating Rate Notes due 2031. The original Subordinated Notes remained outstanding.

On or about 29 March 2021 (the Re-Financing Date) the Issuer will, subject to certain conditions, refinance the 2018 Class A-R Notes, the 2018 Class B-1-R Notes, the 2018 Class B-2-R Notes, the 2018 Class C-1-R Notes and the 2018 Class C-2-R Notes. The Refinancing Notes are being offered by the Issuer through Deutsche Bank in its capacity as initial purchaser of the offering of such Refinancing Notes subject to prior sale.

EU Risk Retention: AXA Investment Managers, Inc. shall act as the Retention Holder for the purposes of the Securitisation Regulation Requirements. The Retention Holder will retain, for its own account, a material net economic interest in the Refinancing Notes which will be comprised of not less than 5% of the Principal Amount Outstanding of each Class of Refinancing Notes.

US Risk Retention: Based on the LSTA Decision, it should be assumed by each prospective investor that no party involved in the transaction will obtain on the Issue Date and retain any Notes intended to satisfy the U.S. Risk Retention Rules.