Resignation and Removal of the Collateral Trustee. 26 SECTION 6.1 Resignation or Removal of Collateral Trustee 26 SECTION 6.2 Appointment of Successor Collateral Trustee 26 SECTION 6.3 Succession 27 SECTION 6.4 Merger, Conversion or Consolidation of Collateral Trustee 27 ARTICLE 7. MISCELLANEOUS PROVISIONS 28 SECTION 7.1 Amendment 28 SECTION 7.2 Voting 29 SECTION 7.3 Further Assurances 29 SECTION 7.4 Successors and Assigns 30 SECTION 7.5 Delay and Waiver 30 SECTION 7.6 Notices 31 SECTION 7.7 Notice Following Discharge of Parity Lien Obligations 31 SECTION 7.8 Entire Agreement 31 SECTION 7.9 Compensation; Expenses 32 SECTION 7.10 Indemnity 32 SECTION 7.11 Effectiveness 33 SECTION 7.12 Severability 33 SECTION 7.13 Section Headings 33 SECTION 7.14 Obligations Secured 34 SECTION 7.15 Governing Law 34 SECTION 7.16 Consent to Jurisdiction 34 SECTION 7.17 Waiver of Jury Trial 34 SECTION 7.18 Counterparts 35 SECTION 7.19 Grantors and Additional Grantors 35 SECTION 7.20 Continuing Nature of this Agreement 35 SECTION 7.21 Insolvency 35 SECTION 7.22 Rights and Immunities of Authorized Representatives 35 SECTION 7.23 Intercreditor Agreements 36 SECTION 7.24 Force Majeure 36 SECTION 7.25 U.S.A. Patriot Act 36 EXHIBIT A – Additional Parity Lien Debt Designation EXHIBIT B – Form of Collateral Trust Joinder—Additional Parity Lien Obligations EXHIBIT C – Form of Collateral Trust Joinder—Additional Grantor COLLATERAL TRUST AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) dated as of August 16, 2016 among TRU TAJ LLC, a Delaware limited liability company (the “Issuer”), TRU Taj Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”) the other Grantors from time to time party hereto, Wilmington Trust, National Association, as Trustee (as defined below), and Wilmington Trust, National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time, by giving a minimum of 90 days’ written notice to the Grantor and each Studio, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee, (ii) the acceptance of such appointment by such successor Collateral Trustee and (iii) the approval of such successor Collateral Trustee evidenced by one or more instruments signed by the Studios representing Majority Approval and, so long as no Notice of Acceleration is then in effect, by the Grantor (which approval, in each case, shall not be unreasonably withheld or delayed). If no successor Collateral Trustee shall be appointed and shall have accepted such appointment within 90 days after the Collateral Trustee gives the aforesaid notice of resignation, the Collateral Trustee, the Grantor (so long as no Notice of Acceleration is then in effect) or, if a Notice of Acceleration is in effect, the Studios representing Majority Approval may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as provided in this subsection 5.7. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee appointed by the Grantor or the Studios representing Majority Approval, as the case may be, as provided in subsection 5.7(b). While a Notice of Acceleration is in effect, the Studios representing Majority Approval may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee and the Grantor, remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Trustee shall be entitled to Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time by giving sixty (60) days' prior written notice to the Grantors and the Secured Parties, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor Collateral Trustee. The Collateral Trustee may be removed at any time and a successor Collateral Trustee appointed by (i) until the payment in full of the Credit Agreement Obligations, the Lender and (ii) from and after the payment in full of the Credit Agreement Obligations, the Indenture Trustee; provided, however, that the Collateral Trustee shall be entitled to its fees and expenses to the date of removal; and, provided, further, that the Collateral Trustee's rights pursuant to Section 8.5 shall survive with respect to any transaction or occurrence prior to the effective date of such resignation or removal. If no successor Collateral Trustee shall be appointed and approved within sixty (60) days from the date of the giving of the aforesaid notice of resignation or within sixty (60) days from the date of such removal, the Collateral Trustee shall, or any Secured Party may, apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as above provided. Any successor Collateral Trustee so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee approved by the Lender and the Indenture Trustee as above provided.
Resignation and Removal of the Collateral Trustee. 52 Section 6.1 Resignation or Removal of Collateral Trustee ...........................................52 Section 6.2 Appointment of Successor Collateral Trustee ............................................53 Section 6.3 Succession ..................................................................................................53 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee ......................53
Resignation and Removal of the Collateral Trustee. Section 6.1 Resignation or Removal of Collateral Trustee 24 Section 6.2 Appointment of Successor Collateral Trustee 25 Section 6.3 Succession 25 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 25 Section 6.5 Concerning the Collateral Trustee and the Parity Lien Representatives 26
Resignation and Removal of the Collateral Trustee. 46 Section 6.1 Resignation or Removal of Collateral Trustee 46 Section 6.2 Appointment of Successor Collateral Trustee 46 Section 6.3 Succession 47 Section 6.4 Merger, Conversion or Consolidation of Collateral Trustee 47 Section 6.5 Concerning the Collateral Trustee and the Priority Lien Representatives 47 ARTICLE VII MISCELLANEOUS PROVISIONS 48 Section 7.1 Amendment 48 Section 7.2 Voting 51 Section 7.3 Further Assurances 51 Section 7.4 Successors and Assigns 51 Section 7.5 Delay and Waiver 52 Section 7.6 Notices 52 Section 7.7 Notice Following Payment Date 53 Section 7.8 Entire Agreement 53 Section 7.9 Compensation; Expenses 53 Section 7.10 Indemnity 54 Section 7.11 Severability 55 Section 7.12 Headings 55 Section 7.13 Obligations Secured 55 Section 7.14 Governing Law 55 Section 7.15 Consent to Jurisdiction 56 Section 7.16 Waiver of Jury Trial 56 Section 7.17 Counterparts, Electronic Signatures 57 Section 7.18 Effectiveness 57 Section 7.19 Grantors and Additional Grantors 57 Section 7.20 Continuing Nature of this Agreement 57 Section 7.21 Insolvency 58 Section 7.22 Rights and Immunities of Priority Lien Representatives 58 Section 7.23 Intercreditor Agreement 58
Resignation and Removal of the Collateral Trustee. SECTION 6.1 Resignation or Removal of Collateral Trustee SECTION 6.2 Appointment of Successor Collateral Trustee
Resignation and Removal of the Collateral Trustee. ARTICLE 7. MISCELLANEOUS PROVISIONS EXHIBIT A to Collateral Trust Agreement FORM OF COLLATERAL TRUST JOINDER—SECURED DEBT REPRESENTATIVE EXHIBIT B to Collateral Trust Agreement
Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time, upon 30 days’ prior written notice (which prior notice may be waived by the Primary Holder Representatives) to the Company and each Primary Holder Representative, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee by the Directing Parties, (ii) the acceptance of such appointment by such successor Collateral Trustee and (iii) the approval of such successor Collateral Trustee evidenced by one or more instruments signed by the Directing Parties (which approval, in each case, shall not be unreasonably withheld). If no successor Collateral Trustee shall be appointed and shall have accepted such appointment within 60 days after the Collateral Trustee gives the aforesaid notice of resignation, the Collateral Trustee, or, if a Notice of Acceleration is in effect, the Collateral Trustee or the Directing Parties may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as provided in this Section 5.7. Any successor so appointed by such court
Resignation and Removal of the Collateral Trustee. Section 7.1
