Agreement Not to Resign. Jarden acknowledges that the Administrator and the Lender have relied on Jarden’s agreement to act as the Servicer hereunder in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, Jarden agrees not to resign as the Servicer voluntarily, except as required by law (as evidenced by the delivery of an outside opinion of counsel to the Administrator, in form and substance satisfactory to the Administrator), without the prior written consent of each of the Administrator.
Agreement Not to Resign. ArvinMeritor acknowledges that the Agents and the Lenders have relied on ArvinMeritor’s agreement to act as Collection Agent hereunder in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, ArvinMeritor agrees not to resign as Collection Agent voluntarily, except as required by law (as evidenced by the delivery of an outside opinion of counsel to the Agents, in form and substance satisfactory to the Agents), without the prior written consent of each of the Agents.
Agreement Not to Resign. G&K acknowledges that Lender and Administrator have relied on G&K’s agreement to act as Servicer hereunder in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, G&K agrees not to resign as Servicer voluntarily, except as required by law (as evidenced by the delivery of an outside opinion of counsel to Administrator, in form and substance satisfactory to Administrator), without the prior written consent of Administrator.
Agreement Not to Resign. Until all of the Cloverdale Project Contracts are performed or terminated, each Appointing Member agrees not to withdraw or otherwise voluntarily resign from membership in the Company for any reason whatsoever without the consent of each remaining Appointing Member; provided, however, that Lakes Cloverdale may nevertheless exercise its right to dissolve the Company pursuant to Section 13 of the Participation Agreement, at any time permitted thereby. If an Appointing Member nevertheless withdraws or otherwise voluntarily resigns from membership in the Company in violation of the preceding paragraph, the resigning Appointing Member shall be liable to the Company for any damages (excluding consequential or punitive damages) resulting from that action, and the purchase price for any purchase of the terminating Appointing Member's Interest under Article 13 shall be limited to the extent provided in Section 13.8 under such circumstances. Such damages shall nevertheless include, without limitation, (a) any damages for which the Company becomes liable under the Cloverdale Project Contracts as a direct result of such withdrawal; and (b) the expenses (including reasonable attorneys' fees) of (i) admitting a new Member, if necessary; and (ii) if applicable, purchasing the terminating Member's Membership Interest under Article 13 (excluding the purchase price and any interest payable thereunder).
Agreement Not to Resign. Bowater acknowledges that the Agents, the LC Issuers and the Lenders have relied on Bowater's agreement to act as Servicer hereunder in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, Bowater agrees not to resign as Servicer voluntarily, except as required by law (as evidenced by the delivery of an outside opinion of counsel to the Agents, in form and substance satisfactory to the Agents), without the prior written consent of each of the Agents.
Agreement Not to Resign. Covenant Nevada acknowledges that Lender and Administrator have relied on Covenant Nevada's agreement to act as Master Servicer hereunder in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, Covenant Nevada agrees not to resign as Master Servicer voluntarily, except as required by law (as evidenced by the delivery of an outside opinion of counsel to Administrator, in form and substance satisfactory to Administrator), without the prior written consent of Administrator.
Agreement Not to Resign. KBK acknowledges that the Lender, the Administrative Agent, the Collateral Agent, the Liquidity Agent, Royal have relied on KBK's agreement to act as the Servicer hereunder and under the Servicing Agreement in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, KBK agrees not to resign as the Servicer voluntarily except under the circumstances described in, and in accordance with, the Servicing Agreement.
Agreement Not to Resign. Toro acknowledges that Lender and Administrator have relied on Toro's agreement to act as Servicer hereunder in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, Toro agrees not to resign as Servicer voluntarily, except as required by law (as evidenced by the delivery of an outside opinion of counsel to Administrator, in form and substance satisfactory to Administrator), without the prior written consent of Administrator.
Agreement Not to Resign. Xxxxx acknowledges that Lender and ----------------------- Administrator have relied on Dixie's agreement to act as Servicer hereunder in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, Xxxxx agrees not to resign as Servicer voluntarily, except as required by law (as evidenced by the delivery of an outside opinion of counsel to Administrator, in form and substance satisfactory to Administrator), without the prior written consent of the Administrator.
Agreement Not to Resign. Union acknowledges that Purchaser and the Agent have relied on Union's agreement to act as Servicer hereunder in their respective decisions to execute and deliver the Transaction Documents. In recognition of the foregoing, Union agrees not to resign as Servicer voluntarily unless Union is not permitted by law to serve in such capacity, as evidenced by an opinion of counsel to such effect, which opinion shall be satisfactory in form and substance to the Agent.
