nt": The account established pursuant to Section 10.1(b) and described in Section 10.4(a). "Hedge Counterparty Credit Support": With respect to any Hedge Counterparty, credit support, as required under the support annex executed at the time of entry into the Hedge Agreement to which it is a party; provided that s

Agreement (other than such amounts constituting Interest Proceeds or used to enter into a replacement Hedge Agreement or received from a replacement Hedge Counterparty and used to make a termination payment); (c) with respect to any Redemption Date, all proceeds from a Redemption Financing (if any); (d) any pr

l notify each other in writing, which may be by facsimile or electronic mail, and the Trustee on behalf of the Co-Issuers shall promptly notify any Hedge Counterparty, the Holders, the Initial Purchaser, each Paying Agent, the Depositary and each Rating Agency in writing. Section 5.2. Acceleration of Maturity; R

uch Rated Notes (including any Investment Management Fees (including any Deferred Fees) and all Administrative Expenses) and all amounts due to any Hedge Counterparty, and the Controlling Party agrees with such determination; or (ii) the sale and liquidation of the Collateral is directed by (A) the Controlling

stee or after any declaration of acceleration pursuant to Section 5.2, the Trustee shall give notice to the Investment Manager, the Co-Issuers, any Hedge Counterparty, each Rating Agency, the Initial Purchaser, each Paying Agent, the Depository and each Holder of such Event of Default. Section 6.3. Certain Right

and rely on an opinion of an investment banking firm of national reputation, which may be Credit Suisse. The Trustee shall promptly deliver to any Hedge Counterparty, the Holders, the Investment Manager and the Issuer a report stating the results of any determination required pursuant to Section 5.5(aXi). The Tr

e of each resignation and each removal of the Trustee and each appointment of a successor trustee by providing written notice of such event, to any Hedge Counterparty, the Investment Manager, each Rating Agency and the Holders. Each notice shall include the name of the successor trustee and the address of its Corp

ation or removal). (b) The Trustee may resign at any time by giving written notice thereof to the Issuer, the Investment Manager, the Holders, any Hedge Counterparty and each Rating Agency. (c) The Trustee may be removed at any time by Act of a Majority of the Notes of each Class or, at any time when an Event o

Indenture, the Issuer shall deliver to the Trustee, the Investment Manager and each Rating Agency and, upon its written request, any Holder and any Hedge Counterparty, an Officer's certificate of the Issuer stating, as to each signer thereof, that: (a) a review of the activities of the Issuer and of the Issuer's

material respect to the Holders; (ii) written notice of such change shall have been given by the Trustee to the Holders, the Investment Manager, any Hedge Counterparty, and each Rating Agency and (iii) on or prior to the fifteenth Business Day following such notice the Trustee shall not have received written notic

es to a shorter period or waives such notice), the Trustee, at the expense of the Issuer, shall provide to the Investment Manager, the Holders, any Hedge Counterparty, and each Rating Agency a copy of such supplemental indenture (or a description of the substance thereof). If the required percentage of Holders of

supplemental indenture, the Trustee, at the expense of the Issuer, shall provide to the Holders, the Investment Manager, each Rating Agency and any Hedge Counterparty, a copy thereof. Any failure of the 133 ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056213 CONFIDENTIAL SDNY GM

prior to selling any Pledged Collateral Obligations, the Investment Manager shall certify to the Trustee and each Rating Agency (with a copy to any Hedge Counterparty) that in its reasonable business judgment the expected proceeds from such sale, together with all other funds expected to be available on such Rede

nge in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of such Class or any such Hedge Counterparty under this Indenture; provided, however, that Rating Agency Confirmation from S&P and the consent of 100% of each Class and any Hedge Counterparty,

any such Hedge Agreements will fully cover any deficiency in Interest Proceeds resulting from any interest rate mismatch. Furthermore, although any Hedge Counterparty will be a highly rated institution at the time of entering into the applicable Hedge Agreement, there can be no assurance that it will meet its obli

(iv) To the payment to any Hedge Counterparty under any Hedge Agreement of (A) any amounts (other than termination payments). including any such amounts not paid on an earlier Distribution Date

, upon written direction of the Controlling Party. by notice to the Issuer (with a copy to the Investment Manager, each holder of Securities and any Hedge Counterparty) declare the principal of all of the Notes to be immediately due and payable. Upon any such declaration, such principal, together with all accrued a

e or the Notes in any manner which the Issuer may determine will not materially and adversely affect the interest of any holder of Securities or any Hedge Counterparty (other than any Class and/or any Hedge Counterparty that has given any required consent as described below to such supplemental indenture): provide

lized in making all calculations pursuant to the Indenture, and a copy of such revised report will be provided to the Issuer each Rating Agency, any Hedge Counterparty, the Initial Purchaser, the Investment Manager, each Holder and any Certifying Person. A note will be included in each Monthly Report and Distribut

h the proceeds of the issuance of the Securities and the Preferred Shares received on the Closing Date, the amounts received by the Issuer from any Hedge Counterparty under any Hedge Agreement on the Closing Date and the amounts and disposition of all organizational and other fees and expenses incurred in connecti