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 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, 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).

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 each of the Indenture has terminated in accordance with its terms discharge of obligations and all Obligations due and owing thereunder and duties under the other Transaction Documents Master License Agreements have been fully satisfiedoccurred, 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 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 Managereffect. From and after each of the date on which the Indenture has terminated in accordance with its terms and all Obligations due and owing thereunder and discharge of obligations under the other Transaction Documents Master License Agreements have been fully satisfiedoccurred, 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. 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 with respect to the resigning Manager 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 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, Owner Representative and the Servicer. Unless applicable law requires the Manager’s resignation to be effective immediately, the Indenture Trustee and the Backup Manageropinion 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 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 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).