Common use of Appointment and Duties of Collateral Agent Clause in Contracts

Appointment and Duties of Collateral Agent. (a) Each of the Secured Parties hereby designates and appoints Barclays Bank PLC to act as the Collateral Agent under the Security Documents, and authorizes the Collateral Agent to execute each of the Security Documents on its behalf and take such actions on its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary in any Security Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents, and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into any of the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Credit Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent shall give notice to the Secured Parties of any action to be taken by it under any Security Document, and such notice shall be given prior to the taking of such action unless the Collateral Agent determines that to do so would be detrimental to the interests of the Secured Parties, in which event such notice shall be given promptly after the taking of such action. (c) Notwithstanding any provision to the contrary in any Security Document, the Collateral Agent shall not be required to exercise any discretionary rights or remedies under any of the Security Documents or give any consent under any of the Security Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Document (other than this Agreement) unless it shall have been directed to do so by the Controlling Authorized Representative or the Required Voting Parties.

Appointment and Duties of Collateral Agent. (a) Each of the Secured Parties The Lenders hereby designates designate and appoints Barclays Bank PLC appoint Citibank to act as the Collateral Agent hereunder and under the Security other Loan Documents, and authorizes the Collateral Agent to execute each of the Security Documents on its behalf and Lenders hereby authorizes Citibank as such Collateral Agent, to take such actions on its behalf hereunder and under the provisions of the Security other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by hereunder and under the terms of the Security other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in any Security Documentthe Loan Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security other Loan Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions or responsibilities, fiduciary or otherwise, responsibilities shall be read into any of the Security Loan Documents or otherwise exist against the Collateral Agent. Without limiting The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any Loan Document, or in connection herewith or therewith, or in connection with the generality of the foregoingCollateral, the use of the term “agent” herein and in the other Credit Documents with reference to any Agent is not intended to connote any fiduciary unless caused by its gross negligence or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partieswillful misconduct. (b) The Collateral Agent shall will give notice to the Secured Parties Lenders of any action to be taken by it under any Security Loan Document, and such notice shall be given prior to the taking of such action unless the Collateral Agent determines that to do so would be detrimental to the interests of the Secured Parties, in which event ; such notice shall be given promptly after the taking of any such action. (c) Notwithstanding any provision anything to the contrary in this Agreement or any Security Documentof the other Loan Documents and in any event subject to the provisions of Section 5.01 hereof, the Collateral Agent Agent, in its own capacity and in its capacity as a "holder" of the Collateral FMBs under the First Mortgage Indentures, shall not be required to exercise any discretionary rights or remedies under any of the Security Loan Documents or give any consent under any of the Security Loan Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Loan Document (other than this Agreement) unless it shall have been directed to do so by the Controlling Authorized Representative Majority Lenders. (d) Except for the safe custody of the Collateral FMBs and for the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking of any action to be taken by a "holder" of the Required Voting PartiesCollateral FMBs under the First Mortgage Indentures or other matters relative to the Collateral, whether or not the Collateral Agent or any Lender has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and presentation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. (e) CL&P and WMECO shall each promptly forward to the Collateral Agent copies of all notices, certificates and other documents required to be delivered by it to the Trustee pursuant to the terms of the First Mortgage Indentures. The only obligation which the Collateral Agent shall have hereunder with respect to such notices, certificates and other documents shall be to promptly forward to the Lenders copies of any such notices, certificates or documents.

Appointment and Duties of Collateral Agent. Each Lender and each Issuing Bank hereby appoints OneWest Bank, FSB (atogether with any successor Collateral Agent pursuant to Section 9.10) Each of the Secured Parties hereby designates and appoints Barclays Bank PLC to act as the Collateral Agent under the Security Documents, hereunder and authorizes the Collateral Agent to (i) execute each of and deliver the Security Loan Documents to which it is a party and accept delivery thereof on its behalf from any Group Member, (ii) take such action on its behalf and take such actions on its behalf under the provisions of the Security Documents and to exercise such all rights, powers and remedies and perform such the duties as are expressly delegated to the Collateral Agent under such Loan Documents, (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the terms of the Security Loan Documents, together (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Collateral Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise, (vii) execute any amendment, consent or waiver under the Loan Documents to which the Collateral Agent is a party on behalf of any Lender that has consented in writing to such other amendment, consent or waiver, and (viii) exercise such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary in any Security Document; provided, however, that the Collateral Agent shall not have any duties or responsibilitieshereby appoints, except those expressly set forth herein authorizes and in the Security Documents, directs each Lender and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into any of the Security Documents or otherwise exist against each Issuing Bank to act as collateral sub-agent for the Collateral Agent. Without limiting , the generality Lenders and the Issuing Banks for purposes of the foregoingperfection of all Liens with respect to the Collateral, the use of the term “agent” herein including any deposit account maintained by a Loan Party with, and in the other Credit Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Insteadcash and Cash Equivalents held by, such term is used merely as a matter of market customLender and such Issuing Bank, and is intended may further authorize and direct the Lenders and the Issuing Banks to create take further actions as collateral sub-agents for purposes of enforcing such Liens or reflect only an administrative relationship between independent contracting parties. (b) The otherwise to transfer the Collateral Agent shall give notice subject thereto to the Secured Parties of any action to be taken by it under any Security DocumentCollateral Agent, and each Lender and each Issuing Bank hereby agrees to take such notice shall be given prior further actions to the taking of such action unless the Collateral Agent determines that to do so would be detrimental extent, and only to the interests of the Secured Partiesextent, in which event such notice shall be given promptly after the taking of such actionso authorized and directed. (c) Notwithstanding any provision to the contrary in any Security Document, the Collateral Agent shall not be required to exercise any discretionary rights or remedies under any of the Security Documents or give any consent under any of the Security Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Document (other than this Agreement) unless it shall have been directed to do so by the Controlling Authorized Representative or the Required Voting Parties.

Appointment and Duties of Collateral Agent. (a) Each of the The Secured Parties hereby designates designate and appoints Barclays appoint Fleet National Bank PLC to act as the Collateral Agent under the Security DocumentsDocuments and this Agreement, and authorizes the Collateral Agent to execute each of the Security Documents on its behalf and Secured Parties hereby authorizes Fleet National Bank, as the Collateral Agent, to take such actions on its behalf under the provisions of the Security Documents and this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of the Security DocumentsDocuments and this Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in any the Security DocumentDocuments and this Agreement, the Collateral Agent Agent's duties and responsibilities under this Agreement shall be entirely administrative and not discretionary and it shall not have any duties or responsibilities, except those expressly set forth herein and in the Security DocumentsDocuments and this Agreement, or any fiduciary relationship with any Secured Party, and no implied covenants, functions or responsibilities, fiduciary or otherwise, responsibilities shall be read into any of the Security Documents Documents, this Agreement or otherwise exist against the Collateral Agent. Without limiting The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any Security Document, or in connection herewith or therewith, or in connection with the generality of the foregoingCollateral, the use of the term “agent” herein and in the other Credit Documents with reference to any Agent is not intended to connote any fiduciary unless caused by its gross negligence or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partieswillful misconduct. (b) The Collateral Agent shall give notice to the Secured Parties of any action to be taken by it under any Security Document, and such notice shall be given prior to the taking of such action unless hereby authorize the Collateral Agent determines that to do so would be detrimental appoint Fleet National Bank to act as the Depositary Agent under the Depositary Agreement. The Secured Parties hereby authorize and empower the Collateral Agent to remove and replace the Depositary Agent pursuant to the interests terms and conditions of Article IV of the Secured Parties, in which event Depositary Agreement and to direct such notice shall be given promptly after Depositary Agent according to the taking terms of such actionthis Agreement. (c) Notwithstanding any provision anything to the contrary in this Agreement or any Security Document, the Collateral Agent shall not be required to exercise any discretionary rights or remedies rights under any of the Security Documents or this Agreement or give any consent (except consents given in conjunction with partial releases of Collateral expressly permitted by the Security Documents) under any of the Security Documents or this Agreement or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Document (other than or this Agreement) Agreement unless it shall have been directed to do so in writing by the Controlling Authorized Representative or the Required Voting PartiesCreditors.

Appointment and Duties of Collateral Agent. (a) Each of the Secured Parties Trustee and the Letter of Credit Provider hereby designates and appoints Barclays Bank PLC Bankers Trust Company, as Trustee, to act as the Collateral Agent hereunder, under the Security DocumentsDocuments and the other Transaction Documents to which it is a party, and authorizes the Collateral Agent to execute each of the Security Documents on its behalf and take such actions on its the Secured Parties' behalf under the provisions of the Security Documents and the other Transaction Documents to which it is a party and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of the Security Documents, together with such Documents and the other powers as are reasonably incidental theretoTransaction Documents to which it is a party. Notwithstanding any provision to the contrary elsewhere in any the Security DocumentDocuments and the other Transaction Documents to which it is a party, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security DocumentsDocuments and the other Transaction Documents to which it is a party, or any fiduciary relationship with any Secured Party, and no implied covenants, functions or responsibilities, fiduciary or otherwise, responsibilities shall be read into any of the Security Documents or the other Transaction Documents to which it is a party or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Credit Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent shall will give notice to the Secured Parties of any action to be taken by it under any Security Document, and Document or any other Transaction Document to which it is a party; such notice shall be given prior to the taking of such action unless the Collateral Agent determines upon advice of counsel that failure to do so take immediate action would be detrimental to the interests of the Secured Parties, in which event such notice shall be given promptly after the taking of such action. (c) Notwithstanding any provision anything to the contrary in any Security DocumentDocument or any other Transaction Document to which it is a party, the Collateral Agent shall not be required to exercise any discretionary rights or remedies under any of the Security Documents or the other Transaction Documents to which it is a party or give any consent under any of the Security Documents or the other Transaction Documents to which it is a party or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Document (or any other than this Agreement) Transaction Document to which it is a party unless it shall have been directed to do so by the Controlling Authorized Representative or Trustee acting pursuant to the Required Voting PartiesIndenture.

Appointment and Duties of Collateral Agent. (a) Each of the Secured Parties hereby designates and appoints Barclays The Chase Manhattan Bank PLC to act as the Collateral Agent under the Security DocumentsDocuments and this Agreement, and authorizes each of the Secured Parties hereby acknowledges such appointment and the rights and powers of the Collateral Agent to execute each of under this Agreement and the Security Documents on its behalf and Documents. The Collateral Agent may take such actions on its behalf under the provisions of the Security Documents and this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of the Security DocumentsDocuments and this Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in any the Security DocumentDocuments and this Agreement, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security DocumentsDocuments and this Agreement, or any fiduciary relationship with any Secured Party, and no implied covenants, functions or responsibilities, fiduciary or otherwise, responsibilities shall be read into any of the Security Documents Documents, this Agreement or otherwise exist against the Collateral Agent. Without limiting The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any Security Document, or in connection herewith or therewith, or in connection with the generality of the foregoingIntercreditor Collateral, the use of the term “agent” herein and in the other Credit Documents with reference to any Agent is not intended to connote any fiduciary unless caused by its gross negligence or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partieswillful misconduct. (b) The Collateral Agent shall give notice to the Secured Parties of any action to be taken by it under any Security Document, and such notice shall be given prior to the taking of such action unless the Collateral Agent determines that to do so would be detrimental to the interests of the Secured Parties, in which event such notice shall be given promptly after the taking of such action. (c) Notwithstanding any provision anything to the contrary in this Agreement or any Security Document, the Collateral Agent shall not be required to exercise any discretionary rights or remedies under any of the Security Documents or this Agreement or give any consent (except consents given in conjunction with partial releases of Intercreditor Collateral expressly permitted by the Security Documents) under any of the Security Documents or this Agreement or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Document (other than or this Agreement) Agreement unless it shall have been directed to do so in writing by the Controlling Authorized Representative Required Creditors; provided that prior to the Debt Termination Date the Collateral Agent shall not release or consent to release any Intercreditor Collateral (except partial releases or consents given in conjunction with partial releases of Intercreditor Collateral expressly permitted by the Required Voting Security Documents) without the written consent of all of the Secured Parties.

Appointment and Duties of Collateral Agent. (a) Each of the The Secured Parties hereby designates designate and appoints Barclays Bank PLC appoint Chemical to act as the Collateral Agent under hereunder and with respect to the other Security Documents, and authorizes the Collateral Agent to execute each of the Security Documents on its behalf and Secured Parties hereby authorizes Chemical as such Collateral Agent, to take such actions on its behalf hereunder and under the provisions of the other Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in any the Security DocumentDocuments, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents, or any fiduciary relationship with any Secured Party, and no implied covenants, functions or responsibilities, fiduciary or otherwise, responsibilities shall be read into any of the Security Documents or otherwise exist against the Collateral Agent. Without limiting The Collateral Agent shall not be liable for any action taken or omitted to be taken by it hereunder or under any Loan Document, or in connection herewith or therewith, or in connection with the generality of the foregoingCollateral, the use of the term “agent” herein and in the other Credit Documents with reference to any Agent is not intended to connote any fiduciary unless caused by its gross negligence or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partieswillful misconduct. (b) The Collateral Agent shall will give notice to the Secured Parties of any action to be taken by it under any Security Document, and such notice shall be given prior to the taking of such action unless the Collateral Agent determines that to do so would be detrimental to the interests of the Secured Parties, in which event ; such notice shall be given promptly after the taking of any such action. (c) Notwithstanding any provision anything to the contrary in this Agreement or any of the other Security DocumentDocuments and in any event subject to the provisions of Section 5.01 hereof, the Collateral Agent shall not be required to exercise any discretionary rights or remedies under any of the Security Documents or give any consent under any of the Security Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Document (other than this Agreement) unless it shall have been directed to do so (i) in accordance with Section 3.01(c) hereof or (i) otherwise by the Controlling Authorized Representative Required Creditors. (d) The Borrower shall promptly forward to the Collateral Agent copies of all notices, certificates and other documents required to be delivered by it to the Trustee pursuant to the terms of the First Mortgage Indenture and not also required to be delivered by it to the Collateral Agent pursuant to the terms of the PSNH Mortgage. The only obligation which the Collateral Agent shall have hereunder with respect to such notices, certificates and other documents shall be to promptly forward to the Secured Parties copies of any such notices, certificates or the Required Voting Partiesdocuments.

Appointment and Duties of Collateral Agent. (a) Each of Investor hereby irrevocably appoints and authorizes CapitalSouth Partners Fund II Limited Partnership (and any successor Person or replacement selected by the Secured Parties hereby designates and appoints Barclays Bank PLC Investors) to act as the Collateral Agent (the “Collateral Agent”) hereunder and under the Security Documents, other Investment Documents and authorizes the Collateral Agent to execute each of the Security Documents take such actions as agent on its behalf hereunder and take such actions on its behalf under the provisions of the Security Documents other Investment Documents, and to exercise such powers and to perform such duties duties, as are expressly specifically delegated to the Collateral Agent by the terms of the Security Documentshereof or thereof, together with such other powers and duties as are reasonably incidental thereto. Notwithstanding any provision to the contrary in any Security Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents, and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into any of the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Credit Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) The Collateral Agent shall give have no duties or responsibilities other than those expressly set forth in this Agreement and the other Investment Documents. The Collateral Agent shall not have, by reason of this Agreement or any other Investment Document, a fiduciary relationship in respect of any Investor; and nothing in this Agreement or any other Investment Document, express or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations or liabilities in respect of this Agreement or any other Investment Document except as expressly set forth herein or therein. (c) The Collateral Agent is hereby authorized on behalf of the Investors, without the necessity of any notice to or further consent from such holders, from time to time (but without any obligation) to take any action with respect to the Secured Parties Collateral and the Security Documents that may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents. The Investors hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Investors or the Collateral Agent upon any Collateral (i) upon payment in full in cash of all of the obligations under the Notes, (ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition expressly permitted hereunder or under any other Investment Document or (iii) otherwise pursuant to and in accordance with the provisions of any applicable Investment Document. Upon request by the Collateral Agent at any time, the Investors will confirm in writing the Collateral Agent’s authority to release Collateral pursuant to this subsection (c). (d) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable to any Investor or its Affiliates for any action taken or omitted to be taken by it or such Person under or in connection with the Investment Documents, except for its or such Person’s own gross negligence or willful misconduct, (ii) responsible in any Security Documentmanner to any Investor or any other Person for any recitals, statements, information, representations or warranties (other than representations and such notice shall be given prior to the taking of such action unless warranties, if any, expressly made by the Collateral Agent determines that to do so would be detrimental to in its capacity as such) herein or in any other Investment Document or in any document, instrument, certificate, report or other writing delivered in connection herewith or therewith, for the interests execution, effectiveness, genuineness, validity, enforceability or sufficiency of this Agreement or any other Investment Document, or for the financial condition of the Secured PartiesCompany, in which event such notice shall be given promptly after any other Credit Party or any other Person, or (iii) required to ascertain or make any inquiry concerning the taking performance or observance of such actionany of the terms, provisions or conditions of this Agreement or any other Investment Document or the existence or possible existence of any Default or Event of Default, or to inspect the properties, books or records of the Company or any other Credit Party. (ce) Notwithstanding any provision To the extent the Collateral Agent is not reimbursed by or on behalf of the Company in respect of obligations or liabilities of the Credit Parties to the contrary Collateral Agent under the Investment Documents, and without limiting the obligation of the Company to do so, the Investors agree (i) to indemnify the Collateral Agent and its officers, directors, employees, agents, attorneys-in-fact and Affiliates, ratably in proportion to their respective percentages of the Notes as of the date of determination, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including without limitation reasonable attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever that may at any time (including without limitation at any time following the repayment in full in cash of the Notes) be imposed on, incurred by or asserted against the Collateral Agent in any Security Documentway relating to or arising out of this Agreement or any other Investment Document or any documents contemplated by or referred to herein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent under or in connection with any of the foregoing, and (ii) to reimburse the Collateral Agent upon demand, ratably in proportion to their respective percentages of the Notes as of the date of determination, for any expenses incurred by the Collateral Agent in connection with the preparation, negotiation, execution, delivery, administration, amendment, modification, waiver or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other Investment Documents (including without limitation reasonable attorneys’ fees and expenses and compensation of agents and employees paid for services rendered on behalf of the Collateral Agent hereunder and/or the Investors); provided, however, that no Investor shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the gross negligence or willful misconduct of the party to be indemnified or reimbursed. (f) The Collateral Agent may resign at any time by giving 30 days’ prior written notice to the Company and the Investors. Upon any such notice of resignation, the Investors will appoint from among the Investors a successor to the Collateral Agent. If no successor to the Collateral Agent shall have been so appointed by the Investors and shall have accepted such appointment within such 30-day period, then the retiring Collateral Agent may, on behalf of the Investors and after consulting with the Investors, appoint a successor Collateral Agent from among the Investors. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Investment Documents. After any retiring Collateral Agent’s resignation as Collateral Agent, the provisions of this Section 10.1 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. If no successor to the Collateral Agent has accepted appointment as Collateral Agent by the 30th day following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Investors shall thereafter perform all of the duties of the Collateral Agent hereunder and under the other Investment Documents until such time, if any, as the Investors appoint a successor Collateral Agent as provided for hereinabove. (g) With respect to the Notes issued to it, the Collateral Agent in its capacity as an Investor and not as Collateral Agent shall have the same rights and powers under the Investment Documents as any other Investor and may exercise the same as though it were not be required to exercise performing the activities specified in this Section 10.1; and the terms “Investors,” “Required Investors,” and any discretionary rights or remedies under any similar terms shall, unless the context clearly otherwise indicates, include the Collateral Agent solely in its capacity as an Investor. (h) Certain of the Security Documents or give any consent under any duties of the Security Documents or enter into any agreement amendingCollateral Agent regarding the perfection of the Investors’ Liens on Collateral consisting of Capital Stock of the Company’s Subsidiaries may be assigned and delegated to the Senior Lender pursuant to the Intercreditor Agreement, modifying, supplementing or waiving any provision of any Security Document (other than this Agreement) unless it shall have been directed to do so by such that the Controlling Authorized Representative or Senior Lender will act as collateral agent for itself and for the Required Voting PartiesCollateral Agent and the Investors.