investors in the Securities.
Investment Company Ad of 1940. None of the Issuer, the Co-Issuer or the pool of Collateral has registered with
the SEC as an investment company ... will not be accorded the protections of the
Investment Company Act. Counsel for the Co-Issuers will opine, in connection with the sale of the Securities, that
neither the Issuer ... Co-Issuer is at such time an investment company required to be registered under the
Investment Company Act (assuming. for the purposes of such opinion, the accuracy and completeness
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376298.pdf
EFTA01433968Set 10
2018-02-06316p79,179w
expected to co-issue with RIN II LLC, a Delaware limited
liability company (the "Co-Issuer" and together with the Issuer, the "Co-
Issuers"), certain securities (the "Refinancing
Securities ... loss of income and capital invested. None of
Deutsche Bank, the Issuer, the Co-Issuer, the
Portfolio Advisor, the Placement Agents or any other entity in the Deutsche
Bank Group ... contained herein may not be relied upon as having
been authorized by Issuer, the Co-Issuer, the Portfolio Advisor, Deutsche
Bank Group, the Placement Agents or any of their
respective
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01433968.pdf
EFTA01422826Set 10
2011-06-15323p90,065w
Issuer") and ING IM CLO 2011-1 LLC (the "Co-Issuer" and, together with the
Issuer, the "CoIssuers").
The Offering Memorandum is highly confidential and does not constitute an
offer ... MEMORANDUM TO ANY PERSONS OTHER
THAN THE PERSON RECEIVING THIS ELECTRONIC TRANSMISSION FROM THE
CO-ISSUERS OR THE INITIAL PURCHASER REFERRED TO THEREIN AND THEIR
RESPECTIVE AGENTS, AND ANY PERSONS ... RETAINED TO ADVISE THE PERSON
RECEIVING THIS ELECTRONIC TRANSMISSION FROM THE CO-ISSUERS OR
THE INITIAL PURCHASER IS UNAUTHORIZED. ANY PHOTOCOPYING,
DISCLOSURE OR ALTERATION OF THE CONTENTS OF THE OFFERING
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01422826.pdf
EFTA01422410Set 10
2011-06-22369p87,774w
Issuer
ING IM CLO 2011-1 LLC
Co-Issuer
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
Trustee
INDENTURE
Dated as of June 22, 2011
COLLATERALIZED DEBT ... Section 7.8. Negative
Covenants
123
Section 7.9. Statement as to
Compliance
125
Section 7.10. Co-Issuers May Consolidate, etc., Only on Certain
Terms 125
EFTA01422414
Section 7.11. Successor
Substituted ... liability company organized and existing
under the
laws of the State of Delaware (the "Co-Issuer" and, together with the
Issuer, the "Co-Issuers")
and
THE BANK OF NEW YORK
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01422410.pdf
been established as a limited-purpose,
bankruptcy-remote entity. See Section 10, "Transaction Structure".
Co-Issuer RIN II LLC, a Delaware limited liability company, as co-issuer (the
"Co-Issuer ... Refinancing. The Co-Issuer has been formed for
the sole purpose of co-issuing the Refinancing. The Co-Issuer has
been established as a special purpose, bankruptcy-remote entity
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01386836.pdf
meaning specified in Section 2.3.
"Authorized Officer": With respect to the Issuer or the Co-Issuer, any Officer or
any other Person who is authorized to act for the Issuer ... Co-Issuer, as applicable, in matters
relating to, and binding upon, the Issuer or the Co-Issuer, which, for the avoidance of doubt,
shall include any duly appointed attorney ... Issuer, the duly appointed directors of
the Issuer, and with respect to the Co-Issuer, the duly appointed directors of the Co-Issuer.
"Board Resolution": With respect to the Issuer
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EFTA01365554Set 10
2011-06-021p772w
ISSUER AND CO-ISSUER
General
The Issuer was incorporated in the Cayman Islands on February 16. 2011. It is an exempted company incorporated
with limited liability subject to the Companies ... Issuer will receive
payments of interest as the principal source of its income.
The Co-Issuer was formed in the State of Delaware on June 2, 2011 under the Delaware ... operations will be governed by that statute. The principal office of the Co-Issuer will be do CICS. LLC,
225 West Washington Street, Suite 2200. Chicago. IL 60606 (telephone
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365554.pdf
clause 7 below), or the
failure of any material representation or warranty of the Co-Issuers made in the Indenture or in any
certificate or other writing delivered pursuant ... written notice shall have
been given as provided in the Indenture to the applicable Co-Issuers and the Collateral Manager
by the Trustee or to the applicable Co-Issuers ... Indenture:
6. certain events of bankruptcy. insolvency, receivership or reorganization of either of the Co-Issuers
(as set forth in the Indenture): or
7. on any Determination Date, failure
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conveyance of all or substantially all of
the assets of the Issuer or the Co-Issuer, in accordance with Section 7.10 hereof, the Person
formed by or surviving such consolidation ... merger (if other than the Issuer or the Co-Issuer),
or, the Person to which such consolidation, merger, transfer or conveyance is made, shall
succeed to, and be substituted ... shall be bound
by each obligation and covenant of, the Issuer or the Co-Issuer, as the case may be, under this
Indenture with the same effect as if such
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365461.pdf
authentication and delivery of the
Securities (or, in the case of the Co-Issuer, the Co-Issued Securities) applied for have
been complied with;
(vi) fully executed counterparts ... following on the Additional Securities Closing Date:
(i) with respect to each of the Co-Issuers, an Officer's certificate
(A) evidencing the authorization by Board Resolution of the execution ... execution, authentication and
delivery of the Additional Securities (or, in the case of the Co-Issuer, the Additional
Co-Issued Securities) to be authenticated and delivered, (B) in the case
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365427.pdf
EFTA00596126Set 9
2007-01-18183p86,669w
Execution Copy
CLEAR LAKE CLO, LTD.
Issuer,
CLEAR LAKE CLO, CORP.
Co-Issuer,
AND
WELLS FARGO BANK, NATIONAL ASSOCIATION
Trustee
INDENTURE
Dated as of January 18, 2007
COLLATERALIZED LOAN OBLIGATIONS ... Cash for Note Payments to be Held in Trust 115
Section 7.4 Existence of Co-Issuers 117
Section 7.5 Protection of Collateral 118
Section 7.6 Opinions as to Collateral ... Section 7.8 Negative Covenants 120
Section 7.9 Statement as to Compliance 122
Section 7.10 Co-Issuers May Consolidate, etc., Only on Certain Terms 122
Section 7.11 Successor Substituted 123
Section
https://www.justice.gov/epstein/files/DataSet%209/EFTA00596126.pdf
investors in the Securities.
Investment Company Ad of 1940. None of the Issuer, the Co-Issuer or the pool of Collateral has registered with
the SEC as an investment company ... will not be accorded the protections of the
Investment Company Act. Counsel for the Co-Issuers will opine, in connection with the sale of the Securities, that
neither the Issuer ... Co-Issuer is at such time an investment company required to be registered under the
Investment Company Act (assuming. for the purposes of such opinion, the accuracy and completeness
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365553.pdf
EFTA01092343Set 9
2007-01-17141p86,219w
Clear Lake CLO, Ltd. (the "Issuer") and
Clear Lake CLO, Corp. (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers") of Class
A- 1 Floating Rate Senior Notes ... from the initial purchaser and/or placement
agent on behalf of the Issuer or the Co-Issuers and (b) any person retained to advise the person
receiving this electronic transmission with ... Lake CLO, Corp., a newly formed Delaware corporation and a special purpose vehicle (the
"Co-Issuer," and together with the Issuer, the "Co-Issuers"). Payments on the Notes will
https://www.justice.gov/epstein/files/DataSet%209/EFTA01092343.pdf
Articles of
the Issuer, the Certificate of Incorporation and By-laws of the Co-Issuer and the resolutions of the Board of
Directors of the Co-Issuers authorizing the issuance ... Issuer does not
intend, to publish annual reports and accounts. The Co-Issuer is not required by Delaware law, and the Co-Issuer
does not intend, to publish annual reports ... Default has occurred or, if one has, specifying the same.
Each of the Co-Issuers represents that, as of the date of this Offering Circular. there has been no material
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365294.pdf
authentication and delivery of the
Securities (or, in the case of the Co-Issuer, the Co-Issued Securities) applied for have
been complied with;
(vi) fully executed counterparts ... following on the Additional Securities Closing Date:
(i) with respect to each of the Co-Issuers, an Officer's certificate
(A) evidencing the authorization by Board Resolution of the execution ... execution, authentication and
delivery of the Additional Securities (or, in the case of the Co-Issuer, the Additional
Co-Issued Securities) to be authenticated and delivered, (B) in the case
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376200.pdf
performance, or material breach, of any other covenant,
warranty or other agreement of the Co-Issuers under the Indenture (provided that, without
limiting the generality of the foregoing, any failure ... subclause (h) below), or the failure of any material representation or
warranty of the Co-Issuers made in the Indenture or in any certificate or other writing delivered
pursuant ... decree or order by a court having competent jurisdiction
adjudging either of the Co-Issuers as bankrupt or insolvent or granting an order for relief or
approving as properly filed
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376414.pdf
EFTA01365374Set 10
2011-06-221p352w
Internal Revenue Code of 1986, as amended.
"Co-Issued Securities": The Senior Notes.
"Co-Issuer": LNG IM CLO 2011-1 LLC, a limited liability company existing under the
laws ... State ofDelaware, until a successor Person shall become the Co-Issuer pursuant to
the applicable provisions of this Indenture, and thereafter "Co-Issuer" shall mean such successor
Person.
"Co-Issuers ... Issuer and the Co-Issuer, together.
"Collateral": The meaning specified in Granting Clause I.
"Collateral Administration Agreement": The Collateral Administration Agreement dated
as of the Closing Date by and among
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EFTA01376159Set 10
2011-06-221p351w
Internal Revenue Code of 1986, as amended.
"Co-Issued Securities": The Senior Notes.
"Co-Issuer": ING IM CLO 2011-1 LLC, a limited liability company existing under the
laws ... State ofDelaware, until a successor Person shall become the Co-Issuer pursuant to
the applicable provisions of this Indenture, and thereafter "Co-Issuer" shall mean such successor
Person.
"Co-Issuers ... Issuer and the Co-Issuer, together.
"Collateral": The meaning specified in Granting Clause I.
"Collateral Administration Agreement": The Collateral Administration Agreement dated
as of the Closing Date by and among
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376159.pdf