oody's is withdrawn, the facility rating shall be the last outstanding facility rating before the withdrawal. "Current Portfolio": The portfolio of Pledged Collateral Obligations and Eligible Principal Investments existing immediately prior to the proposed purchase, sale, maturity or other disposition of a Pledged Collateral

shall initially be National Corporate Research, Ltd., at 10 East 40th Street, 10 Floor, New York, NY 10016. "Proposed Portfolio": The portfolio of Pledged Collateral Obligations and Eligible Principal Investments after giving effect to the proposed sale, maturity or other disposition of a Pledged Collateral Obligation or a

e outstanding principal balance of such Defaulted Obligation or Defaulted Loaned Collateral Obligation; and (viii) all other proceeds in respect of Pledged Collateral Obligations and Eligible Investments and other Collateral, including amounts received in respect of original issue discount or market discount, but excluding a

d by the Issuer and are outstanding from time to time. "Issuer Par Amount": With respect to each Industry Issuer, the sum of the par amounts of all Pledged Collateral Obligations issued by such Industry Issuer. "Issuer Score": With respect to each Industry Issuer, the lesser of (a) one and (b) the Issuer Par Amount for such

e, then the Industry Diversity Score for that industry will be the lower of the two Diversity Scores in the table. "Industry Issuer": Any issuer of Pledged Collateral Obligations. "Ineligible Holder": (a) Any "U.S. person" (as defined in Regulation S) that becomes the beneficial owner of any Securities or interest in Securit

er than Defaulted Obligations and Equity Securities) by its Moody's Rating Factor, dividing such sum by the Aggregate Principal Balance of all such Pledged Collateral Obligations (other than Defaulted Obligations and Equity Securities) and rounding the result up to the nearest whole number. "Weighted Average Rating Factor Te

Pledged Collateral Obligations as of the Effective Date and identifying any Discount Obligations. (c) The Issuer, acting through the Investment Manager, shall use commercially

ectively, the "Rated Notes Redemption Amount"); or (ii) at least 10 Business Days prior to the applicable Redemption Date and 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

ual to such Sale Proceeds, unless, at the time of the sale, the Effective Date Overcollaterization Ratio is satisfied. With respect to each sale of Pledged Collateral Obligations pursuant to Section 12.1(a) and any related purchase of Collateral Obligations required by this Section 12.1(d), the 159 ING IM CLO 2011-1 CONFID

d by the Issuer and are outstanding from time to time. "Issuer Par Amount": With respect to each Industry Issuer, the sum of the par amounts of all Pledged Collateral Obligations issued by such Industry Issuer. "Issuer Score": With respect to each Industry Issuer, the lesser of (a) one and (b) the Issuer Par Amount for such

(other than a Defaulted Obligation) by its respective Moody's Recovery Rate, (ii) dividing such sum by the Aggregate Principal Balance of all such Pledged Collateral Obligations (other than Defaulted Obligations), (iii) multiplying the result by 100 and (iv) rounding up to the first decimal place. "Net Proceeds at Closing"

e, then the Industry Diversity Score for that industry will be the lower of the two Diversity Scores in the table. "Industry Issuer": Any issuer of Pledged Collateral Obligations. "Ineligible Holder": (a) Any "U.S. person" (as defined in Regulation S) that becomes the beneficial owner of any Securities or interest in Securit

er than Defaulted Obligations and Equity Securities) by its Moody's Rating Factor, dividing such sum by the Aggregate Principal Balance of all such Pledged Collateral Obligations (other than Defaulted Obligations and Equity Securities) and rounding the result up to the nearest whole number. "Weighted Average Rating Factor Te

Pledged Collateral Obligations as of the Effective Date and identifying any Discount Obligations. (c) The Issuer, acting through the Investment Manager, shall use commercially

ectively, the "Rated Notes Redemption Amount"); or (ii) at least 10 Business Days prior to the applicable Redemption Date and 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