EFTA01365469.pdf

payment of the Redemption Price and accrued interest) Rated Notes shall cease to bear interest. As a condition to final payment on a Definitive Security to be redeemed, the Holder shall present and surrender such Definitive Security at the place specified in the notice of redemption on or prior to such Redemption Date; provided, that if there is delivered to the Co-Issuers and the Trustee (i) such security or indemnity as may be required by them to save each of them harmless and (ii) an undertaking thereafter to surrender such Security, then, in the absence of notice to the Applicable Issuer and the Trustee that the applicable Security has been acquired by a Protected Purchaser, such final payment shall be made without presentation or surrender. Installments of interest (including any Excess Interest) on Notes of a Class so to be redeemed whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more predecessor Notes, registered as such at the close of business on the relevant Record Date according to the terms and provisions of Section 2.7(c). If any Note called for Optional Redemption shall not be paid upon surrender on the Redemption Date, the principal thereof shall, until paid, bear interest from the Redemption Date at the applicable Interest Rate for each successive Interest Period the Note remains Outstanding. Section 9.4. Special Redemption. Principal payments on Notes shall be made in accordance with the Priority of Payments if, at any time during the Reinvestment Period, the Investment Manager at its discretion notifies the Trustee that it has been unable using commercially reasonable efforts for a period of at least 30 consecutive days to invest in Collateral Obligations that are deemed appropriate by the Investment Manager in its sole discretion for investment by the Issuer (each, a "Special Redemption"). On the first Distribution Date following the Due Period in which such notice is given, the amount of Principal Proceeds designated by the Investment Manager and available in accordance with the Priority of Payments (the "Special Redemption Amount") will be applied to redeem the Notes (other than the Subordinated Notes) in accordance with the Priority of Payments. )19 ING IM CLO 201 1-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056219 CONFIDENTIAL SDNY GM_00202403 EFTA01365469