Text extracted via OCR from the original document. May contain errors from the scanning process.
for those which are being released on the Closing Date and except for those
Granted pursuant to or permitted by this Indenture and encumbrances arising from
due bills, if any, with respect to interest, or a portion thereof, accrued on such
Pledged Collateral Obligation prior to the first payment date and owed by the
Issuer to the seller of such Pledged Collateral Obligation;
(B)
the Issuer has acquired its ownership in such Pledged Collateral
Obligation in good faith without notice of any adverse claim as defined in Article
8 of the UCC, except as described in paragraph (A) above;
(C)
the Issuer has not assigned, pledged or otherwise encumbered any
interest in such Pledged Collateral Obligation (or, if any such interest has been
assigned, pledged or otherwise encumbered, it has been released) other than
interests Granted pursuant to or permitted by this Indenture;
(D)
the Issuer has full right to Grant a security interest in and assign
and pledge all of its right, title and interest in such Pledged Collateral Obligation
to the Trustee;
(E)
as of the date of the Issuer's commitment to purchase such Pledged
Collateral Obligation, it satisfied the requirements of the definition of Collateral
Obligations;
(F)
such Pledged Collateral Obligation has been Delivered to the
Trustee as required by Section 3.2(aXi); and
(G)
upon Grant by the Issuer, the Trustee has a first priority perfected
security interest in such Pledged Collateral Obligation (assuming that any
Clearing Corporation, Intermediary or other entity not within the control of the
Issuer involved in the Delivery of Collateral takes the actions required of it for
perfection of that interest).
(iii)
Rating Letters. The delivery to the Trustee of a true and correct copy of a
letter signed by each Rating Agency as of the Closing Date assigning its rating (not lower
than as set forth in the table below) on the Closing Date:
Class
Mo;-.)yd's
S&P
Class A-1 Notes
Aaa(sf)
AAA(sf)
Class A-2 Notes
N/A
AA(sf)
Class B Notes
N/A
A(sf)
Class C Notes
N/A
BBB(sf)
Class D Notes
N/A
BB(sf)
(iv)
Trustee's Certificate. The delivery by the Trustee of a certificate
evidencing the establishment of each Account.
(v)
Funding Certificate. The delivery to the Trustee of the Funding
Certificate.
87
ING IM CLO 2011-1
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0056167
CONFIDENTIAL
SDNY GM_00202351
EFTA01365429