EFTA01376166.pdf

(vii) off-shore money market funds which have, at all times, ratings of "Aaa" and "MR 1 +" by Moody's and "AAAm" or "AAAm-G" by S&P, respectively; and (viii) any other investment similar to those described in clauses (i) through (vii) above for which Rating Agency Confirmation has been obtained and which has, in the case of an investment with a maturity of longer than 183 days, a long-term credit rating of not less than "Aaa" by Moody's and "AAA" by S&P or, in the case of an investment with a maturity of 91 days or less, a credit rating of not less than "P-1" by Moody's and "A-1+" by S&P; and Eligible Investments (other than cash) must have a Stated Maturity (giving effect to any applicable grace period) no later than the Business Day immediately preceding the Distribution Date next following the Due Period in which the date of investment occurs. No Eligible Investment shall be an interest-only security, a mortgage-backed security or a security (w) purchased at a price in excess of 10O% of its par amount, (x) whose repayment is subject to substantial non-credit related risk, (y) subject to an Offer or (z) subject to withholding tax unless the obligor is required to pay "gross-up" payments that cover the full amount of any such withholding tax. For purposes of this definition, ratings may not include S&P ratings with an "f," "p," "pi," "q," "r" or a "t" subscript. Eligible Investments with a short-term rating of less than "A-1+" from S&P must mature within 60 days or such shorter term required under Article X. "Eligible Loan Index": With respect to any Loan, one of the following indices as selected by the Investment Manager upon the acquisition of such Collateral Obligation: the Credit Suisse Leveraged Loan Indices, the Deutsche Bank Leveraged Loan Index, the Goldman Sachs/Loan Pricing Corporation Liquid Leveraged Loan Index, the Banc of America Securities Leveraged Loan Index, the S&P/LSTA Leveraged Loan Indices; provided, that the Investment Manager may change the index applicable to a Collateral Obligation at any time following the acquisition thereof after giving notice to the Trustee. "Eligible Principal Investments": Those Eligible Investments purchased with Principal Proceeds, Uninvested Proceeds or proceeds of the issuance of Additional Securities (if any) and additional Preferred Shares (if any). "Equity Kicker": Any equity security or any other security that is not eligible for purchase by the Issuer but is received with respect to a Collateral Obligation. "Eouitv Redemption": The meaning specified in Section 9.1(a). "Equity Redemption Date": Any Redemption Date on which an Equity Redemption occurs. "Equity Security": Any (i) Equity Kicker, (ii) Equity Workout Security or (iii) other security that does not entitle the holder thereof to receive periodic payments of interest and one or more installments of principal in cash or final cash payment at maturity or scheduled expiration, including those securities received by the Issuer as a result of the exercise or conversion of an Equity Kicker or other convertible or exchangeable Collateral Obligation. 25 ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072073 CONFIDENTIAL SDNY_GM_00218257 EFTA01376166