Agreement with Rating Agency Confirmation. (b) The Issuer may assign or transfer all or a portion of any Hedge Agreement (i) with the consent of the Hedge Counterparty, and Rating Agency Confirmation or (ii) to the 181 ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072229 CONFIDENTI

r return on the Preferred Shares. If the Issuer enters into a Hedge Agreement, Deutsche Bank AG, Cayman Branch or an affiliate of thereof may act as the Hedge Counterparty, which may create conflicts of interest. See Section 13, "Conflicts of Interest—General Activities of Deutsche Bank and its Affiliates" and "—Hedge