Investment Manager will not be deemed to be in violation of this obligation to the extent that it has complied with the Operating Guidelines. The Investment Manager may assign its rights or responsibilities or delegate its material obligations (including its asset selection. credit review, trade execution and/or related collateral management duties) under the Investment Management Agreement subject to the following requirements, and subject to certain conditions in the Investment Management Agreement: • with (except as set forth in the next bullet point) Rating Agency Confirmation and the consent in writing of a Majority of the Subordinated Securities (excluding any Manager Securities); provided that neither the Controlling Party nor the holders of at least 66 2/3% of the Aggregate Outstanding Amount of the Rated Notes (voting together as single class) (in each case. excluding any Manager Securities) have objected within 15 days after notice of such proposed assignment or delegation; or • without obtaining consent of any securityholder or Rating Agency Confumation, to the surviving entity of a merger, consolidation or restructuring, an entity to which all or substantially all of the assets of ING have been transferred, or an Affiliate, so long as the entity or Affiliate: • has the ability to professionally and competently perform duties similar to those imposed upon the Investment Manager under the Investment Management Agreement. • is legally qualified and has the capacity to act as Investment Manager under the Investment Management Agreement. and • immediately after the assignment. employs either (a) the principal personnel performing the duties required under the Investment Management Agreement or (b) unless the Controlling Party has objected within 15 days after notice thereof, other individuals having experience comparable to those who would have performed such duties had the assignment not occurred. In addition. the Investment Manage