e liable for any such determination made in good faith and in reliance upon any such Opinion of Counsel and certificate. Section 8.3. Execution of Supplemental Indentures. (a) The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements a

5 Business Days prior to the execution thereof by the Trustee and a copy of the executed supplemental indenture after its execution. Section 8.2. Supplemental Indentures with Consent of Holders. (a) With Rating Agency Confirmation from S&P and the consent of (x) any Hedge Counterparty materially and adversely affec

he Purchaser agrees to be bound by Sections 5.15 (Undertaking for Costs). 6.1 (Certain Duties and Responsibilities), 7.15 (Calculation Agent). 8.1 (Supplemental Indentures without Consent of Holders). 8.2 (Supplemental Indentures with Consent of Holders). 8.4 (Effect of Supplemental Indentures), 9.1 (Optional Redemptio

of Changes in Ratings 127 Section 7.14. Reporting 127 Section 7.15. Calculation Agent 128 ARTICLE VIII SUPPLEMENTAL INDENTURES Section 8.1. Supplemental Indentures without Consent of Holders 129 Section 8.2. Supplemental Indentures with Consent of Holders 131 ii ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT

of Changes in Ratings 127 Section 7.14. Reporting 127 Section 7.15. Calculation Agent 128 ARTICLE VIII SUPPLEMENTAL INDENTURES Section 8.1. Supplemental Indentures without Consent of Holders 129 Section 8.2. Supplemental Indentures with Consent of Holders 131 ii ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT

ARTICLE VIII SUPPLEMENTAL INDENTURES Section 8.1. Supplemental Indentures without Consent of Holders. The Co-Issuers, when authorized by Board Resolutions, and the Trustee, at any time and from time to time may, but will

he Purchaser agrees to be bound by Sections 5.15 (Undertaking for Costs). 6.1 (Certain Duties and Responsibilities), 7.15 (Calculation Agent). 8.1 (Supplemental Indentures without Consent of Holders). 8.2 (Supplemental Indentures with Consent of Holders). 8.4 (Effect of Supplemental Indentures), 9.1 (Optional Redemptio

Section 8.3 Execution of Supplemental Indentures. (a) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereb

ithout Consent of Holders of Securities 129 Section 8.2 Supplemental Indentures With Consent of Holders of Notes 131 Section 8.3 Execution of Supplemental Indentures 132 Section 8.4 Effect of Supplemental Indentures 133 Section 8.5 Reference in Securities to Supplemental Indentures 133 iii EFTA00596129

ein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 134 EFTA00596266 Section 8.3 Execution of Supplemental Indentures. (a) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereb