EFTA01365397.pdf

(a) the following amounts received during any Due Period, excluding with respect to any Distribution Date, amounts (x) received during any Due Period other than the related Due Period or (y) that have been invested (or designated for investment by the Investment Manager in the next Due Period), including as part of such investment amounts, funds deposited or to be deposited in the Credit Facility Reserve Account: (i) all payments or recoveries of principal (including prepayments) on the Collateral Obligations and Eligible Principal Investments; (ii) all payments that would otherwise be included in Interest Proceeds under clauses (aXi) or (aXii) of the definition thereof in an amount determined by the Investment Manager, in its sole discretion, not greater than (A) the aggregate amount of accrued interest purchased by the Issuer with Net Proceeds at Closing minus (B) the aggregate amount previously designated as Principal Proceeds pursuant to this clause (aXii); (iii) all Uninvested Proceeds on the Closing Date (other than such proceeds designated by the Investment Manager as Interest Proceeds pursuant to clause (d) of the definition of Interest Proceeds), any portion of the Closing Date Interest Deposit designated by the Investment Manager as Principal Proceeds in accordance with Section 10.2 and any Designated Proceeds; (iv) all Sale Proceeds; (v) any amounts in the Expense Reserve Account designated by the Investment Manager as Principal Proceeds; (vi) (A) all fees (other than amendment and waiver fees relating to an extension of maturity, a deferral of principal payments or a default waiver), premiums and commissions of the type enumerated in clause (a)(iv) of the definition of Interest Proceeds that are designated by the Investment Manager as Principal Proceeds on or before the Determination Date with respect to such Distribution Date and (B) all amendment and waiver fees relating to an extension of maturity, a deferral of principal payments or a default waiver; (vii) all payments received by the Issuer in respect of a Defaulted Obligation or a Defaulted Loaned Collateral Obligation until the payments received by the Issuer (including Securities Lending Collateral, in the case of a Defaulted Loaned Collateral Obligation) and treated as Principal Proceeds equal the 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 amounts that are Interest Proceeds and hedge termination payments used to purchase a replacement Hedge Agreement and excluded from the definition of Interest Proceeds; 43 ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056123 CONFIDENTIAL SDNY GM_00202307 EFTA01365397