Common use of Resignation by Manager Clause in Contracts

Resignation by Manager. Unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion of Counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, the Indenture Trustee and the Backup Manager. From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days prior written notice to the Issuer, the Indenture Trustee, the Backup Manager and the Servicer, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until the Indenture Loan Agreement has terminated in accordance with its terms and all Obligations amounts due and owing thereunder and under the other Transaction Documents have been fully satisfiedpaid in full, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion opinion of Counsel counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, the Indenture Trustee Owner Representative and the Backup ManagerSevicer. From and after the date on which the Indenture has Loan Documents have been terminated in accordance with its their respective terms and all Obligations amounts due and owing and all other obligations to be performed thereunder and under the other Transaction Documents have all been fully satisfiedsatisfied in full, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days 30 days’ prior written notice to the Issuer, the Indenture Trustee, the Backup Manager Owner Representative and the Servicer, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until the Indenture Loan Agreement has terminated in accordance with its terms and all Obligations due and owing loans thereunder and under the other Transaction Documents have been fully satisfiedpaid in full, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion opinion of Counsel counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, the Indenture Trustee and the Backup ManagerOwner Representative. From and after the date on which the Indenture Loan Agreement has terminated in accordance with its terms and all Obligations due and owing loans thereunder and under the other Transaction Documents have been fully satisfiedpaid in full, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days 30 days' prior written notice to the Issuer, the Indenture Trustee, the Backup Manager and the ServicerOwner Representative, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless Without the prior written consent of the Owners, unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents Indenture have been fully satisfied, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion opinion of Counsel counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, the Indenture Trustee and the Backup ManagerOwner Representative. From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents Indenture have been fully satisfied, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days 30 days’ prior written notice to the Issuer, the Indenture Trustee, the Backup Manager and the ServicerOwner Representative, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d). Nothing in this clause (d) shall restrict the Owners and the Manager from entering into any amendments or supplements in respect of this Agreement.

Resignation by Manager. Unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion opinion of Counsel counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, Issuer Entity and the Servicer, the Indenture Trustee and the Backup Manager. From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfied, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days days’ prior written notice to the Issuer, the Indenture Trustee, the Backup Manager Issuer Entity and the Servicer, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfiedpaid in full, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(ii) above permitting the resignation of the Manager shall be evidenced by an Opinion opinion of Counsel counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, Issuer and the Servicer, the Indenture Trustee and the Backup Manager. From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfiedpaid in full, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days prior written notice to the Issuer, the Indenture Trustee, the Backup Manager Issuer and the Servicer, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents Indenture have been fully satisfied, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an Opinion opinion of Counsel counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, the Indenture Trustee and the Backup ManagerOwner Representative. From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents Indenture have been fully satisfied, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days 30 days’ prior written notice to the Issuer, the Indenture Trustee, the Backup Manager and the ServicerOwner Representative, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfiedpaid in full, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(ii) above permitting the resignation of the Manager shall be evidenced by an Opinion opinion of Counsel counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Issuer, the Servicer, Co-Issuers and the Indenture Trustee and the Backup ManagerTrustee. From and after the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and under the other Transaction Documents have been fully satisfiedpaid in full, the Manager shall have the right in its sole and absolute discretion, upon thirty (30) days prior written notice to the Issuer, Co-Issuers and the Indenture Trustee, the Backup Manager and the Servicer, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate with respect to the resigning Manager on the effective date of any resignation of the Manager permitted under this paragraph (d).