EFTA01365365

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. Section 15.2. Section 16.1. Section 16.2. Section 16.3. Section 16.4. Schedule A Schedule B Schedule C Schedule D Schedule E Schedule F Schedule G Schedule H Schedule I Exhibit A-1 Exhibit A-2 Exhibit A-3 Exhibit A-4 Exhibit A-5 Exhibit A-6 Exhibit B-I Exhibit B-2 Exhibit B-3 Exhibit B-4 Exhibit C Exhibit D Exhibit E Exhibit F Assignment of Investment Management Agreement 179 Standard of Care Applicable to the Investment Manager 179 ARTICLE XVI HEDGE AGREEMENTS Hedge Agreements 180 Hedge Counterparty Liens 181 Other Hedge Agreements; Assignment; Amendments to Hedge Agreements 181 Consent to Early Termination Dates 182 Moody's Industry Classification Group List S&P's CDO Monitor Asset Classifications Diversity Score Table LIBOR Calculation Moody's Rating Schedule S&P Rating Schedule Collateral Matrix Content of Monthly Report Content of Distribution Date Report Form of Class A-1 Note Form of Class A-2 Note Form of Class B Note Form of Class C Note Form of Class D Note Form of Subordinated Note Form of Certificate (for Transfer to Rule 144A Global Securities) Form of Certificate (for Transfer to Regulation S Global Securities) Form of Certificate (for Transfer to Definitive Securities) Form of Certificate (for Exchange of Definitive Securities) Form of Certifying Person Certificate Form of Account Agreement Form of Delaware Tax Subsidiary Organizational Documents 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