Common use of Manager Resignation Clause in Contracts

Manager Resignation. The Manager may not resign from its obligations and duties as Manager hereunder, except (i) with the prior written consent of the Issuer and the Indenture Trustee (acting at the direction of the Requisite Global Majority) or (ii) upon a determination by the Manager that the performance by Manager of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee (acting at the direction of the Requisite Global Majority), to such effect delivered to the Indenture Trustee, the Administrative Agent and the Manager Transfer Facilitator. No such resignation shall, to the extent consistent with Applicable Law, become effective until a Replacement Manager has assumed the responsibilities of the resigning Manager in accordance with the terms of this Agreement, the Indenture and the other Related Documents.