EFTA01365365.pdf

Section 14.5. Effect of Headings and Table of Contents 176 Section 14.6. Successors and Assigns 176 Section 14.7. Benefits of Indenture 176 Section 14.8. Governing Law 176 Section 14.9. Submission to Jurisdiction 177 Section 14.10. Counterparts 177 Section 14.11. Liability of the Co-Issuers 177 Section 14.12 Severability 177 Section 14.13 Waiver of Jury Trial 177 ARTICLE XV INVESTMENT MANAGEMENT Section 15.1. Assignment of Investment Management Agreement 179 Section 15.2. Standard of Care Applicable to the Investment Manager 179 ARTICLE XVI HEDGE AGREEMENTS Section 16.1. Hedge Agreements 180 Section 16.2. Hedge Counterparty Liens 181 Section 16.3. Other Hedge Agreements; Assignment; Amendments to Hedge Agreements 181 Section 16.4. Consent to Early Termination Dates 182 Schedule A Moody's Industry Classification Group List Schedule B S&P's CDO Monitor Asset Classifications Schedule C Diversity Score Table Schedule D LIBOR Calculation Schedule E Moody's Rating Schedule Schedule F S&P Rating Schedule Schedule G Collateral Matrix Schedule H Content of Monthly Report Schedule I Content of Distribution Date Report Exhibit A-1 Form of Class A-1 Note Exhibit A-2 Form of Class A-2 Note Exhibit A-3 Form of Class B Note Exhibit A-4 Form of Class C Note Exhibit A-5 Form of Class D Note Exhibit A-6 Form of Subordinated Note Exhibit B-I Form of Certificate (for Transfer to Rule 144A Global Securities) Exhibit B-2 Form of Certificate (for Transfer to Regulation S Global Securities) Exhibit B-3 Form of Certificate (for Transfer to Definitive Securities) Exhibit B-4 Form of Certificate (for Exchange of Definitive Securities) Exhibit C Form of Certifying Person Certificate Exhibit D Form of Account Agreement Exhibit E Form of Delaware Tax Subsidiary Organizational Documents Exhibit F Form of Cayman Islands Tax Subsidiary Organizational Documents iv ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056080 CONFIDENTIAL SDNY GM_00202264 EFTA01365365