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 loans 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. From and after the date on which the Loan Agreement has terminated in accordance with its terms and all loans thereunder have been paid in full, the Manager shall have the right in its sole and absolute discretion, upon 30 days' prior written notice to the Owner Representative, 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 has terminated in accordance with its terms and all loans 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 RepresentativeRepresentative and the Sevicer. From and after the date on which the Loan Agreement has Documents have been terminated in accordance with its their respective terms and all loans amounts due and owing and all other obligations to be performed thereunder have all been paid satisfied in full, the Manager shall have the right in its sole and absolute discretion, upon 30 days' ’ prior written notice to the Owner RepresentativeRepresentative 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 Without the prior written consent of the Owners, unless and until all Obligations due and owing under the Loan Agreement has terminated in accordance with its terms and all loans thereunder 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. From and after the date on which all Obligations due and owing under the Loan Agreement has terminated in accordance with its terms and all loans thereunder Indenture have been paid 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, 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). Nothing in this clause (d) shall restrict the Owners and the Manager from entering into any amendments or supplements in respect of this Agreement.