EFTA Document EFTA01365388

"Hedge Counterparty": A counterparty that (a) satisfies the Hedge Counterparty Ratings at the time of entering into a Hedge Agreement or (b) is a permitted assignee or successor under a Hedge Agreement. "Hedge Counterparty Collateral Account": The account established pursuant to Section 10.1(b) and described in Section 10.4(a). "Hedge Counterparty Credit Support": With respect to any Hedge Counterparty, credit support, as required under the support annex executed at the time of entry into the Hedge Agreement to which it is a party; provided that such Hedge Counterparty Credit Support satisfies the criteria of each Rating Agency at the time the Issuer enters into such Hedge Agreement and Rating Agency Confirmation is obtained. "Hedge Counterparty Ratings": With respect to any Hedge Counterparty (or its guarantor under a guarantee satisfying the then-current Rating Agency criteria with respect to guarantees), (a) a long-term rating of at least "A2" and a short-term rating of "P-1" by Moody's (or if it has no short-term rating, a long-term rating of at least "Al") and (b) a long-term rating of at least "A" and a short-term rating of at least "A-1" by Standard & Poor's or, if it does not have both of these specified ratings by S&P, then a long-term rating of at least "A+" by S&P and in each case such required rating is not then on credit watch for possible downgrade by S&P. "High-Yield Bond": A publicly issued or privately placed debt obligation of a corporation or other entity (other than a Loan or a Senior Secured Note). "Higher Ranking Class": With respect to any Class of Rated Notes, each Class that ranks higher in right of payment than such Class in the Principal Payment Sequence and, with respect to the Subordinated Securities, each Class of Rated Notes. "Highest Ranking Class": The Class of Rated Notes that ranks higher in right of payment than each other Class of Rated Notes in the Principal Payment Sequence and when no Rated Notes remain Outstanding, the Subordinated Securities. "Holder": Any Noteholder or Securityholder. "IRS": U.S. Internal Revenue Service. "Indenture": This instrument as originally executed and as supplemented, amended or restated from time to time in accordance with the provisions hereof. All references in this instrument to designated "Articles," "Sections," "Subsections" and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this instrument as originally executed. The words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, subsection or other subdivision. "Indenture Register" and "Indenture Registrar": The respective meanings specified in Section 2.4. 29 ING IM CLO 2011-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056109 CONFIDENTIAL SDNY GM_00202293 EFTA01365388