n that (a) in the Investment Manager's reasonable business judgment, has improved in credit quality since its acquisition by the Issuer, and (b) if the Restricted Trading Condition applies, satisfies at least one of the Appreciated Criteria. 5 ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-005608

ger's reasonable business judgment, has a significant risk of declining in credit quality or, over time, becoming a Defaulted Obligation, and (b) if the Restricted Trading Condition applies, satisfies at least one of the Credit Risk Criteria. "Credit Suisse": Credit Suisse Securities (USA) LLC. "Current Pay Obligation": Any Pl

its initial rating, or (iii) the rating of any Class of Rated Notes has been withdrawn (unless it has been reinstated); provided, however, that if the Restricted Trading Condition is in effect, the Controlling Party may elect to waive such condition, which waiver will remain in effect until the earlier of (A) revocation of su

er's reasonable business judgment. has a significant risk of declining in credit quality or. over time. becoming a Defaulted Obligation, and (b) if the Restricted Trading Condition applies, satisfies at least one of the Credit Risk Criteria. 92 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056402 CONFIDENTIAL SD

h calendar year or, in the case of the calendar year in which the Effective Date occurs, the Effective Date) (each, a "Discretionary Sale") and (B) the Restricted Trading Condition does not apply. For purposes of this clause (v), "Discretionary Sale Percentage" shall mean, in the case of (a) the calendar year in which the Effe

w its initial rating, or (iii) the rating of any Class of Rated Notes has been withdrawn (unless it has been reinstated): provided, however, that if the Restricted Trading Condition is in effect. the Controlling Part• may elect to waive such condition, which waiver will remain in effect until the earlier of (A) revocation of su

its initial rating, or (iii) the rating of any Class of Rated Notes has been withdrawn (unless it has been reinstated); provided, however, that if the Restricted Trading Condition is in effect, the Controlling Party may elect to waive such condition, which waiver will remain in effect until the earlier of (A) revocation of su

h calendar year or, in the case of the calendar year in which the Effective Date occurs, the Effective Date) (each, a "Discretionary Sale") and (B) the Restricted Trading Condition does not apply. For purposes of this clause (v), "Discretionary Sale Percentage" shall mean, in the case of (a) the calendar year in which the Effe