Common use of Resignation and Removal of the Collateral Trustee Clause in Contracts

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 Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee appointed by the Grantor or the Studios representing Majority Approval, as the case may be, as provided in subsection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. (ai) The Collateral Trustee may at any time, by giving a minimum of 90 30 days’ prior written notice to the Grantor Company, the Credit Agreement Administrative Agent, the Trustee and each StudioAdditional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice and (B) the appointment of a successor Collateral TrusteeTrustee or agents by the Company, (ii) the acceptance of such appointment by such successor Collateral Trustee collateral trustee or trustees, and (iii) the approval of such successor collateral trustee or trustees by each Authorized Representative; provided that no resignation shall become effective unless and until a successor collateral trustee has been appointed as provided herein. Upon 30 days’ prior written notice, the Collateral Trustee evidenced may be removed at any time and a successor collateral trustee or collateral trustees appointed by one each of the Authorized Representatives; provided that the Collateral Trustee shall be paid its fees and expenses pursuant to Section 5(c) and all other amounts owed to it under this Agreement to the date of removal. Any successor Collateral Trustee appointed pursuant to this Section 6(h) shall (x) have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition or more instruments signed by (y) be any other Person that is acceptable to the Studios representing Majority Approval and, so long as no Notice Company and the Required Secured Parties of Acceleration is then in effect, by the Grantor (which approval, in each case, shall not be unreasonably withheld or delayed)Class of Parity Lien Obligations. If no successor Collateral Trustee collateral trustee or trustees shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Trustee gives date of the giving of the aforesaid notice of resignationresignation or removal, the Collateral Trustee, the Grantor (so long as no Notice of Acceleration is then in effect) or, if a Notice of Acceleration is in effectCredit Agreement Administrative Agent, the Studios representing Majority Approval may Trustee, any Additional Authorized Representative or any other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the reasonable expense of the Company, to appoint a successor Collateral Trustee collateral trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Trustee collateral trustee or trustees shall have been appointed as provided in this subsection 5.7above provided. Any successor collateral trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee collateral trustee or trustees appointed by the Grantor or the Studios representing Majority Approval, Authorized Representatives 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 removalabove provided.

Resignation and Removal of the Collateral Trustee. (ai) The Collateral Trustee may at any time, by giving a minimum of 90 30 days’ prior written notice to the Grantor Company, the Term Loan Agent, the Senior Indenture Trustee and each StudioAdditional Authorized Representative (if any), resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier of: (iA) 30 days from the date of such notice and (B) the appointment of a successor Collateral Trusteetrustee or trustees by the Company, (ii) the acceptance of such appointment by such successor Collateral Trustee trustee or trustees, and (iii) the approval of such successor trustee or trustees by each Authorized Representative; provided that no resignation shall become effective unless and until a successor trustee has been appointed as provided herein. The Collateral Trustee evidenced may be removed at any time and a successor trustee or trustees appointed by one each of the Authorized Representatives; provided that the Collateral Trustee shall be paid its fees and expenses to the date of removal. Any successor Collateral Trustee appointed pursuant to this Section 6(g) shall be (x) a commercial bank or more instruments signed other financial institution or trust company organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $250,000,000 and (2) a rating of its long-term senior unsecured indebtedness of “A-2” or better by Xxxxx’x or “A” or better by S&P or (y) any other Person that is acceptable to the Studios representing Majority Approval and, so long as no Notice Company and the Required Secured Parties of Acceleration is then in effect, by the Grantor (which approval, in each case, shall not be unreasonably withheld or delayed)Class of Secured Obligations. If no successor Collateral Trustee trustee or trustees shall be appointed and shall have accepted such appointment approved within 90 30 days after from the Collateral Trustee gives date of the giving of the aforesaid notice of resignationresignation or removal, the Collateral Trustee, the Grantor (so long as no Notice of Acceleration is then in effect) or, if a Notice of Acceleration is in effectTerm Loan Agent, the Studios representing Majority Approval may Senior Indenture Trustee, any Additional Authorized Representative or any other Secured Party may, apply to any court of competent jurisdiction jurisdiction, at the expense of the Company, to appoint a successor Collateral Trustee trustee or trustees (which may be an individual or individuals) to act until such time, if any, as a successor Collateral Trustee trustee or trustees shall have been appointed as provided in this subsection 5.7above provided. Any successor trustee or trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee trustee or trustees appointed by the Grantor or the Studios representing Majority Approval, Authorized Representatives 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 removalabove provided.

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 Grantors and each StudioHolder Representative, 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 Trustee, (iii) the approval of such successor Collateral Trustee evidenced by one or more instruments signed by the Studios representing Majority Approval Controlling Party and, so long as no Notice of Acceleration Enforcement Event is then in effect, by the Grantor Grantors (which approval, in each case, shall not be unreasonably withheld or delayedwithheld) and (iv) the payment of all fees and expenses due and owing to the resigning Collateral Trustee (including, but not limited to, the fees and expenses of its counsel). If no successor Collateral Trustee shall be appointed and shall have accepted such appointment within 90 60 days after the Collateral Trustee gives the aforesaid notice of resignation, the Collateral Trustee, the Grantor Grantors (so long as no Notice of Acceleration Enforcement Event is then in effect) or, if a Notice of Acceleration is in effect, or the Studios representing Majority Approval Controlling 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 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 beControlling Party, as provided in subsection 5.7(b). While a Notice of Acceleration an Enforcement Event is in effect, the Studios representing Majority Approval Controlling Party may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee Trustee, the Grantors and the Grantoreach other Holder Representative, remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successorsuccessor and the payment of all fees and expenses due and owing to the removed Collateral Trustee (including, but not limited to, the fees and expenses of its counsel). If an Enforcement Event is not in effect, the Controlling Party may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee and each other Holder Representative, and with the consent of the Grantors (such consent not to be unreasonably withheld) remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor and the receipt of approval by the Grantors and the payment of all fees and expenses due and owing to the removed Collateral Trustee (including, but not limited to, the fees and expenses of its counsel). 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 a minimum of 90 days’ prior written notice to the Grantor Borrower and each StudioRepresentative, resign and be discharged of the responsibilities hereby created, and upon such resignation the Representatives shall have the right to select a successor Collateral Trustee. Such resignation shall become effective upon the earlier to occur of (ix) 45 days after the aforesaid notice of resignation is given and (y)(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 executed 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)Representative. If no successor Collateral Trustee shall be appointed and shall have accepted such appointment within 90 45 days after the Collateral Trustee gives the aforesaid notice of resignation, the Collateral TrusteeBorrower, 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 any Representative or any other 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 provided in this subsection 5.7Section 5.07. 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(bSection 5.07(b). While a Notice of Acceleration is in effectThe Collateral Trustee shall be entitled to Collateral Trustee Fees to the extent incurred or arising, the Studios representing Majority Approval or relating to events occurring, before such resignation or removal. The Representatives may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee and the GrantorTrustee, remove any Collateral Trustee that has been appointed Collateral Trustee hereunder after the Collateral Trustee Trust Effective Date and appoint a successor Collateral Trusteethereto, such removal to be effective upon the acceptance of such appointment by the successor. If no successor Collateral Trustee shall be appointed and shall have accepted such appointment within 30 days after notice of removal is given to the Collateral Trustee by the Representatives, the Collateral Trustee 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 5.07. 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 a minimum of 90 days’ written notice to the Grantor Borrower and each StudioHolder Representative, 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 Controlling Party and, so long as no Notice of Acceleration is then in effect, by the Grantor Borrower (which approval, in each case, shall not be unreasonably withheld delayed or delayedwithheld). 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 Borrower (so long as no Notice of Acceleration is then in effect) or, if a Notice of Acceleration is effective and remains in effect, the Studios representing Majority Approval Controlling 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 provided in this subsection Section 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 Borrower or the Studios representing Majority ApprovalControlling Party, as the case may be, as provided in subsection Section 5.7(b). While a Notice of Acceleration has been received by the Collateral Trustee, is effective, and remains in effect, the Studios representing Majority Approval Controlling Party may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee, the Borrower and each other Holder Representative, remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. If a Notice of Acceleration is not in effect, the Borrower may, at any time upon giving 30 days’ prior written notice thereof to the Collateral Trustee and each Holder Representative, and with the Grantor, consent of the Controlling Party (such consent shall not be unreasonably delayed or withheld) 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, but shall promptly refund to the Borrower any such Trustee Fees which have been paid in advance and which are attributable to the period following such resignation or removal.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time (and, if the Collateral Trustee shall at any time cease to be an Eligible Collateral Trustee, the Collateral Trustee shall at such time), by giving a minimum of 90 thirty (30) days’ ' prior written notice to each of the Grantor Grantors, the Master Servicer, the Company, the Seller, the Agent and each Studiothe Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee or Collateral Trustees (each of which Collateral Trustees shall be an Eligible Collateral Trustee, (ii) by the Agent and the Trustee and the acceptance of such appointment by such successor Collateral Trustee or Collateral Trustees (which acceptance shall (i) be in writing, (ii) be signed by such successor Collateral Trustee and delivered to each of the Agent and the Trustee and (iii) the approval of expressly acknowledge such successor Collateral Trustee's agreement to be party to, and bound by, the terms of this Agreement, including, without limitation, this Section 3.22). The Collateral Trustee evidenced by one or more instruments signed may be removed at any time and a successor Collateral Trustee appointed by the Studios representing Majority Approval andaffirmative vote of the Agent and the Trustee, so long which successor Collateral Trustee shall, upon its acceptance of such appointment, deliver a written acceptance thereof as no Notice set forth in the parenthetical in the immediately preceding sentence; provided, that the Collateral Trustee shall be entitled to its fees and expenses to the date of Acceleration is then in effect, by the Grantor (which approval, in each case, shall not be unreasonably withheld or delayed)removal. If no successor Collateral Trustee or Collateral Trustees shall be appointed and shall have accepted such appointment approved within 90 thirty (30) days after from the Collateral Trustee gives date of the giving of the aforesaid notice of resignationresignation or within thirty (30) days from the date of such removal, 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, Agent or the Studios representing Majority Approval Trustee may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee or Collateral Trustees (any of which shall be an Eligible Collateral Trustee) to act until such time, if any, as a successor Collateral Trustee or Collateral Trustees shall have been appointed as provided in this subsection 5.7above provided. Any successor Collateral Trustee or Collateral Trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee or Collateral Trustees 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 Agent 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 (and, if the Collateral Trustee shall at any time cease to be an "Eligible Institution" (as defined in the Indenture), the Collateral Trustee shall at such time), by giving a minimum of 90 thirty (30) days’ ' prior written notice to each of the Grantor Grantors, the Master Servicers, the Company, the Trust Seller, the Agent, the Seller, the Issuer, and each Studiothe Trustees, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral Trustee or Collateral Trustees (each of which Collateral Trustees shall be an Eligible Collateral Trustee, (ii) by the Agent and the Trustees and the acceptance of such appointment by such successor Collateral Trustee or Collateral Trustees (which acceptance shall (i) be in writing, (ii) be signed by such successor Collateral Trustee and delivered to each of the Agent and the Trustees and (iii) the approval of expressly acknowledge such successor Collateral Trustee's agreement to be party to, and bound by, the terms of this Agreement, including, without limitation, this Section 3.22). The Collateral Trustee evidenced by one or more instruments signed may be removed at any time and a successor Collateral Trustee appointed by the Studios representing Majority Approval andaffirmative vote of the Agent and the Trustees, so long which successor Collateral Trustee shall, upon its acceptance of such appointment, deliver a written acceptance thereof as no Notice set forth in the parenthetical in the immediately preceding sentence; provided, that the Collateral Trustee shall be entitled to its fees and expenses to the date of Acceleration is then in effect, by the Grantor (which approval, in each case, shall not be unreasonably withheld or delayed)removal. If no successor Collateral Trustee or Collateral Trustees shall be appointed and shall have accepted such appointment approved within 90 thirty (30) days after from the Collateral Trustee gives date of the giving of the aforesaid notice of resignationresignation or within thirty (30) days from the date of such removal, the Collateral Trustee, the Grantor (so long as no Notice of Acceleration is then in effect) or, if a Notice of Acceleration is in effectAgent, the Studios representing Majority Approval Issuer Trustee or the SSC Master Trust Trustee may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee or Collateral Trustees (any of which shall be an Eligible Collateral Trustee) to act until such time, if any, as a successor Collateral Trustee or Collateral Trustees shall have been appointed as provided in this subsection 5.7above provided. Any successor Collateral Trustee or Collateral Trustees so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee or Collateral Trustees 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 Agent 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 removalTrustees.

Resignation and Removal of the Collateral Trustee. (a) The Collateral Trustee may at any time, by giving a minimum of 90 upon 30 days’ prior written notice (which prior notice may be waived by the Primary Holder Representatives) to the Grantor Company and each StudioPrimary Holder Representative, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Collateral TrusteeTrustee 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 Studios representing Majority Approval and, so long as no Notice of Acceleration is then in effect, by the Grantor Directing Parties (which approval, in each case, shall not be unreasonably withheld or delayedwithheld). If no successor Collateral Trustee shall be appointed and shall have accepted such appointment within 90 60 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 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 subsection Section 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, Directing Parties as provided in subsection Section 5.7(b). While a Notice of Acceleration is in effect, the Studios representing Majority Approval The Directing Parties may, at any time time, upon giving 30 days’ prior written notice thereof to the Collateral Trustee Trustee, the Company and the Grantoreach other Primary Holder Representative, 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. If at any time the Collateral Trustee shall resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by the Directing Parties with the consent of the Company (not to be unreasonably withheld or delayed) if no Event of Default exists and the Company has certified in writing to the Collateral Trustee that no Event of Default exists. The powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and cancelled without procuring the resignation of such predecessor and without any other formality (except as may be required by any Applicable Law) than appointment and designation of a successor in writing duly delivered to the predecessor and the Company. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the other Trust Security Documents shall vest in such successor, without any further act, deed or conveyance, all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Directing Parties, the Company, or the successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the other Trust Security Documents and shall deliver all Collateral held by it or its agents to such successor. Should any deed, conveyance or other instrument in writing from any Grantor be reasonably required by any successor Collateral Trustee for more fully and certainly vesting in such successor the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor, be executed, acknowledged and delivered by such Grantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it received a written request from the successor Collateral Trustee to do so, or if a Notice of Acceleration is in effect, the predecessor Collateral Trustee may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Collateral Trustee as its agent and attorney to act for it as provided in the next preceding sentence. Status of Successor Collateral Trustee. Every successor Collateral Trustee appointed pursuant to Section 5.7 shall be a bank or trust company in good standing and having power to act as Collateral Trustee hereunder, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having its principal corporate trust office within the 48 contiguous States and shall also have capital, surplus and undivided profits of not less than $500,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and generally recognized as capable of undertaking duties and obligations of the type imposed upon the Collateral Trustee hereunder and that is able to accept the trust hereunder upon reasonable or customary terms.

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 Borrower and each StudioDOE, 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)DOE. If no successor Collateral Trustee shall be appointed as provided in Section 5.7(b) and shall have accepted such appointment within 90 ninety (90) days after the Collateral Trustee gives the aforesaid notice of resignation, the Collateral Trustee, the Grantor Borrower (so long as no Notice of Acceleration Default is then in effect) or, if a Notice of Acceleration Default is in effect, the Studios representing Majority Approval DOE 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 5.7Section 5.7(b). 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 ApprovalDOE, as the case may be, as provided in subsection Section 5.7(b). While a Notice of Acceleration is in effect, the Studios representing Majority Approval DOE may, at any time upon giving 30 thirty (30) days’ prior written notice thereof to the Collateral Trustee and the GrantorBorrower, remove the Collateral Trustee and appoint a successor Collateral TrusteeTrustee as provided in Section 5.7(b), 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 a minimum of 90 days’ written notice to the Grantor Issuer, the Administrative Agent and each Studiothe Indenture Trustee and the authorized representative of the holders of Qualified Additional Secured Obligations, 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 Trustee, and (iii) the approval of such successor Collateral Trustee evidenced by one or more instruments signed by the Studios representing Majority Approval andIssuer, so long as no Notice the Administrative Agent and the Indenture Trustee and the authorized representative of Acceleration is then in effect, by the Grantor holders of Qualified Additional Secured Obligations (which approval, in each case, approval shall not be unreasonably withheld or delayedwithheld). 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 effectIssuer, the Studios representing Majority Approval Indenture Trustee, the Administrative Agent, any authorized representative of the holders of Qualified Additional Secured Obligation or any Secured Party may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee Trustee, to act until such time, if any, as a successor Collateral Trustee shall have been appointed as provided in this subsection 5.7Section 7.07. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee. The Administrative Agent and the Indenture 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’ with the prior written notice thereof to approval of the Collateral Trustee and the GrantorIssuer, which approval shall not be unreasonably withheld, 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 Issuer may, at any time with the prior approval of (i) the Administrative Agent (if any Credit Facility Secured Obligations remain outstanding), (ii) the Indenture Trustee (if any SENS Secured Obligations are outstanding) and (iii) the agent or trustee, if any, for the holders of any Additional Secured Obligations (if any Qualified Additional Secured Obligations are outstanding), in each case such approval not to be unreasonably withheld, remove the Collateral Trustee and appoint a successor Collateral Trustee, such removal to be effective upon the acceptance of such appointment by the successor. Any Collateral Trustee shall be entitled to Trustee Fees any rights of indemnification provided for herein to the extent incurred or arising, or relating to events occurring, before such resignation or removal.,