Common use of Resignation by Manager Clause in Contracts

Resignation by Manager. Unless and until the Loan Agreement has terminated in accordance with its terms and all amounts due and owing thereunder have been paid 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 of counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Owner Representative and the Sevicer. From and after the date on which the Loan Documents have been terminated in accordance with their respective terms and all amounts due and owing and all other obligations to be performed thereunder have all been satisfied in full, the Manager shall have the right in its sole and absolute discretion, upon 30 days’ prior written notice to the Owner Representative and Servicer, to resign from the obligations and duties hereby imposed on it. This Agreement shall terminate on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until the Loan Agreement Indenture has terminated in accordance with its terms and all amounts Obligations due and owing thereunder and under the other Transaction Documents have been paid in fullfully 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 Owner Representative Issuer, the Servicer, the Indenture Trustee and the SevicerBackup Manager. From and after the date on which the Loan Documents have been Indenture has terminated in accordance with their respective its terms and all amounts Obligations due and owing thereunder and all under the other obligations to be performed thereunder Transaction Documents have all been satisfied in fullfully satisfied, the Manager shall have the right in its sole and absolute discretion, upon 30 days’ thirty (30) days prior written notice to the Owner Representative 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 Loan Agreement Indenture has terminated in accordance with its terms and all amounts Obligations due and owing thereunder and under the other Transaction Documents have been paid in fullfully 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 Owner Representative Issuer Entity and the SevicerServicer. From and after the date on which the Loan Documents have been Indenture has terminated in accordance with their respective its terms and all amounts Obligations due and owing thereunder and all under the other obligations to be performed thereunder Transaction Documents have all been satisfied in fullfully satisfied, the Manager shall have the right in its sole and absolute discretion, upon 30 thirty days’ prior written notice to the Owner Representative Issuer Entity and the Servicer, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until each of the Loan Agreement has terminated in accordance with its terms discharge of obligations and all amounts due and owing thereunder duties under the Master License Agreements have been paid in fulloccurred, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except if (A) Owner shall fail to pay the Fees payable to Manager hereunder which is not remedied for forty-five (45) days after receipt of written notice thereof, unless waived in writing or (B) 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 subpart (i) of clause (d)(iB) 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 Owner Representative and the Sevicereffect. From and after each of the date on which discharge of obligations under the Loan Documents Master License Agreements have been terminated in accordance with their respective terms and all amounts due and owing and all other obligations to be performed thereunder have all been satisfied in fulloccurred, the Manager shall have the right in its sole and absolute discretion, upon 30 days’ prior written notice to the Owner Representative and Servicer, to resign at any time from the obligations and duties hereby imposed on it. Manager is required to provide Prospect with at least thirty (30) days prior written notice of its proposed resignation and such resignation is subject to Prospect’s prior written consent. This Agreement shall terminate on the effective date of any resignation of the Manager permitted under this paragraph (d)Section 14.4.

Resignation by Manager. Unless and until the Loan Agreement Indenture has terminated in accordance with its terms and all amounts Obligations due and owing thereunder and under the other Transaction Documents have been paid 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 of counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Owner Representative Co-Issuers and the SevicerIndenture Trustee. From and after the date on which the Loan Documents have been Indenture has terminated in accordance with their respective its terms and all amounts Obligations due and owing thereunder and all under the other obligations to be performed thereunder Transaction Documents have all been satisfied paid in full, the Manager shall have the right in its sole and absolute discretion, upon 30 days’ thirty (30) days prior written notice to the Owner Representative Co-Issuers and Servicerthe Indenture Trustee, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until the Loan Agreement has terminated in accordance with its terms and all amounts Obligations due and owing thereunder under the Indenture have been paid in fullfully 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 Owner Representative and the SevicerRepresentative. From and after the date on which the Loan Documents have been terminated in accordance with their respective terms and all amounts Obligations due and owing and all other obligations to be performed thereunder under the Indenture have all been satisfied in fullfully satisfied, the Manager shall have the right in its sole and absolute discretion, upon 30 days’ prior written notice to the Owner Representative and ServicerRepresentative, to resign from the obligations and duties hereby imposed on it. This Agreement shall terminate on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until the Loan Agreement Indenture has terminated in accordance with its terms and all amounts Obligations due and owing thereunder and under the other Transaction Documents have been paid 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 of counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Owner Representative Issuer and the SevicerServicer. From and after the date on which the Loan Documents have been Indenture has terminated in accordance with their respective its terms and all amounts Obligations due and owing thereunder and all under the other obligations to be performed thereunder Transaction Documents have all been satisfied paid in full, the Manager shall have the right in its sole and absolute discretion, upon 30 days’ thirty (30) days prior written notice to the Owner Representative Issuer and the Servicer, to resign at any time from the obligations and duties hereby imposed on it. This Agreement shall terminate on the effective date of any resignation of the Manager permitted under this paragraph (d).

Resignation by Manager. Unless and until the Loan Agreement has terminated in accordance with its terms and all amounts Obligations due and owing thereunder under the Transaction Documents have been paid in fullfully 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 Owner Representative and the SevicerServicer. Unless applicable law requires the Manager’s resignation to be effective immediately, and the opinion of counsel delivered pursuant to the prior sentence so states, no resignation under this Section 20(d) shall be effective until a successor manager has been appointed by the Owner Representative, subject to Section 7.12(b) of the Indenture; provided that if no successor manager has been appointed within ninety (90) days of notice of such resignation, either the Servicer or Controlling Holders Representative shall petition a court of competent jurisdiction to appoint an established and qualified institution to act as successor manager. From and after the date on which all Obligations due and owing under the Loan Transaction Documents have been terminated in accordance with their respective terms and all amounts due and owing and all other obligations to be performed thereunder have all been satisfied in fullfully satisfied, the Manager shall have the right in its sole and absolute discretion, upon 30 days’ thirty (30) days prior written notice to the Owner Representative and the Servicer, to resign from the obligations and duties hereby imposed on it. This Agreement shall terminate on the effective date of any resignation of the Manager permitted under this paragraph (d).