obligations under the Collateral Management Agreement of a criminal offense materially related to the Collateral Manager's asset management business. Securities beneficially owned (whether acquired on the Closing Date or at any time subsequent thereto) by a Collateral Manager Party shall be disregarded and deemed not to be Outstanding and may not be voted with respect to any such vote as to the removal of the Collateral Manager. The Collateral Manager may resign and terminate the Collateral Management Agreement upon not less than 90 days' written notice to the Issuer, the Trustee and each Rating Agency; provided, however. that the Collateral Manager shall have the right to resign immediately upon the effectiveness of any material change in applicable law or regulations which renders the performance by the Collateral Manager of its duties under the Collateral Management Agreement or under the Indenture to be a violation of such law or regulation. Notwithstanding the foregoing, no resignation or removal of the Collateral Manager will be effective until an Approved Replacement Manager has been appointed in accordance with the Collateral Management Agreement, such replacement manager accepts such appointment and Rating Confirmation has been received. For purposes of the foregoing. - Approved Manager Replacement" means either (i) an Income Noteholder Manager Nominee or (ii) if the Income Noteholders fail to nominate a successor collateral manager within 30 days after the termination. removal, replacement or resignation of the Collateral Manager. a Controlling Class Manager Nominee, in either case that is an established institution that (x) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager under the Collateral Management Agreement and (v) is legally qualified and has the capacity to act as collateral manager as successor to the Collateral Manager. An "Income Noteholder Manage