EFTA01376235.pdf

such discrepancy. If such review reveals an error in the Monthly Report or the Trustee's records, the Monthly Report or the Trustee's records shall be revised accordingly and, as so revised, shall be utilized 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 Distribution Date Report to the following effect: For purposes of calculating compliance with the Reinvestment Requirements, each proposed investment will be evaluated after giving effect to all sales and purchases, based on outstanding issuer orders, trade confirmations or executed assignments. All calculations included in this report have been made on the basis of the settlement date and not on the basis of outstanding issuer orders, trade confirmations or executed assignments. (b) Distribution Date Report. Subject to Section 5.1, no later than the Business Day preceding each Distribution Date (commencing in December 2011), the Collateral Administrator, on behalf of the Issuer, shall provide to the Trustee (for forwarding to each Rating Agency, any Hedge Counterparty, the Initial Purchaser, the Investment Manager, each Holder (accompanied, in the case of the Depository, by a request that it be transmitted to holders of Securities on the books of the Depository), and any Certifying Person) the Distribution Date Report, determined as of the related Determination Date. If the distributions to be made on any Distribution Date would cause the remaining Pledged Obligations (other than Unsaleable Assets) to be less than the amount of Dissolution Expenses, the Trustee will notify the Issuer and the Administrator at least five Business Days before such Distribution Date (or as promptly as practicable after the Trustee has received notice of such Dissolution Expenses from the Investment Manager, if notice is received thereafter). (c) Distribution Date Instructions. Each Distribution Date Report after approval by the Investment Manager shall be deemed to be instructions to the Trustee to withdraw on the related Distribution Date from the Payment Account, and pay or transfer amounts set forth in such report in the manner specified, and in accordance with the priorities established, in Section 11.1 (the "Distribution Date Instructions"). (d) If the Trustee shall not have received any accounting provided for in this Section 10.6 on the first Business Day after the date on which such accounting is due to the Trustee, the Trustee shall use reasonable efforts to cause such accounting to be made by the applicable Distribution Date or Redemption Date. To the extent the Trustee is required to provide any information or reports pursuant to this Section 10.6 as a result of the failure of the Issuer or the Investment Manager to provide such information or reports, the Trustee may, but will not be required to, retain an Independent certified public accountant in connection therewith and the reasonable costs incurred by the Trustee for such Independent certified public accountant shall be reimbursed pursuant to Section 6.8. (e) Each Monthly Report and Distribution Date Report shall contain, or be accompanied by, the following notice: 147 ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072195 CONFIDENTIAL SDNY_GM_00218379 EFTA01376235