Common use of Appointment of Collateral Agent; Powers and Immunities Clause in Contracts

Appointment of Collateral Agent; Powers and Immunities. (a) Subject to Section 2.7 hereof, each of the Senior Secured Parties, on the terms and conditions hereof, hereby irrevocably appoints and authorizes The Bank of New York (together with its successors and assigns in such capacity, the "Collateral Agent") to act as their agent hereunder, under the Senior Security Documents and all other Transaction Documents to which the Collateral Agent is a party, with such powers as are expressly delegated to the Collateral Agent by the terms of this Agreement, the Senior Security Documents and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The execution of this Agreement by the Collateral Agent shall be deemed an acceptance by the Collateral Agent of the appointment made under this Section 2.1 and an agreement to act as agent on behalf of each of the other Senior Secured Parties. The Collateral Agent (which term, when used in this sentence and, in the next sentence of this Section 2.1 and in Section 2.2 and Section 2.4 and in Section 7.16 and Section 7.17 of the Intercreditor Agreement, shall include reference to its Affiliates and to its own and its Affiliates' officers, directors, employees and agents) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Senior Security Documents and the other Transaction Documents to which the Collateral Agent is a party, or be a trustee for or have any fiduciary obligation to any Senior Secured Party. The Collateral Agent shall be entitled to advice of counsel concerning all matters pertaining to its duties. (b) Notwithstanding anything to the contrary contained herein, the Collateral Agent shall not be required to take any action (i) which is contrary to this Agreement, the Senior Security Documents or any other Transaction Document to which the Collateral Agent is a party, (ii) which is contrary to applicable law or (iii) if the Collateral Agent has not received an indemnity or other undertaking from all or a portion of the Senior Secured Parties with respect to any Subject Claims arising out of such action, which undertaking is satisfactory to the Collateral Agent in its sole discretion. The Collateral Agent shall be entitled to cease taking any action, once it has commenced taking action, if it no longer deems any indemnity or undertaking from the Senior Secured Parties to be sufficient. The Collateral Agent agrees not to resign solely as a result of the occurrence and continuance of a Default or an Event of Default. (c) None of the Collateral Agent or any other Senior Secured Party, or any of their respective Affiliates, shall be responsible to any other Senior Secured Party for (i) any recitals, statements, representations or warranties made by the Partnership, the Funding Corporation, any Partner or any shareholder of the Funding Corporation (each, an "Obligor," and collectively, the "Obligors") contained in this Agreement, the Senior Security Documents or any other Transaction Documents or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, this Agreement, the Senior Security Documents or any other Transaction Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Senior Collateral, this Agreement, the Senior Security Documents or any other Transaction Documents or any other documents referred to or provided for hereunder or thereunder or (iii) any failure by any Obligor to perform its respective obligations hereunder or thereunder; provided, however, that nothing in this Section 2.1 shall be deemed or construed as limiting the rights of the Collateral Agent or any Senior Secured Party or the obligations of the Obligors, in each case as is set forth in the applicable Financing Documents. (d) The Collateral Agent shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Collateral Agent shall not be answerable for the professional malpractice of any attorney-at-law or certified public accountant or for the acts or omissions of any other professional in connection with the rendering of professional advice in accordance with the terms of this Agreement, if such attorney-at-law, certified public accountant or other professional was selected by the Collateral Agent with due care. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible for the acts or omissions of any of such agents or attorneys-in-fact selected by it in good faith. (e) The Collateral Agent shall not be responsible for any action taken or omitted to be taken by it hereunder, under any Senior Security Document or under any other Transaction Document to which the Collateral Agent is a party or in connection herewith or therewith, except for its own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, the Senior Security Documents and the other Transaction Documents to which the Collateral Agent is a party, the Collateral Agent shall take such action with respect to the Senior Security Documents and the other Transaction Documents to which it is a party as it shall be directed to take by the Intercreditor Agent (acting pursuant to the Intercreditor Agreement).

Appointment of Collateral Agent; Powers and Immunities. (a) Subject ------------------------------------------------------ to Section 2.7 hereof, each of the Senior Secured Parties, on the terms and conditions ----------- hereof, hereby irrevocably appoints and authorizes The Bank of New York One Trust Company, National Association (together with its successors and assigns in such capacity, the "Collateral Agent") to act as their agent hereunder, under the Senior Security ---------------- Documents and all other Transaction Documents to which the Collateral Agent is a party, with such powers as are expressly delegated to the Collateral Agent by the terms of this Agreement, the Senior Security Documents and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The execution of this Agreement by the Collateral Agent shall be deemed an acceptance by the Collateral Agent of the appointment made under this Section ------- 2.1 and an agreement to act as agent on behalf of each of the other Senior Secured --- Parties. The Collateral Agent (which term, when used in this sentence and, in the next sentence of this Section 2.1 and in Section 2.2 and Section 2.4 and in ----------- ----------- ----------- Section 7.16 and Section 7.17 of the Intercreditor Agreement, shall include ------------ ------------ reference to its Affiliates and to its own and its Affiliates' officers, directors, employees and agents) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Senior Security Documents and the other Transaction Documents to which the Collateral Agent is a party, or be a trustee for or have any fiduciary obligation to any Senior Secured Party. The Collateral Agent shall be entitled to advice of counsel concerning all matters pertaining to its duties. (b) Notwithstanding anything to the contrary contained herein, the Collateral Agent shall not be required to take any action (i) which is contrary to this Agreement, the Senior Security Documents or any other Transaction Document to which the Collateral Agent is a party, (ii) which is contrary to applicable law or (iii) if the Collateral Agent has not received an indemnity or other undertaking from all or a portion of the Senior Secured Parties with respect to any Subject Claims arising out of such action, which undertaking is satisfactory to the Collateral Agent in its sole discretion. The Collateral Agent shall be entitled to cease taking any action, once it has commenced taking action, if it no longer deems any indemnity or undertaking from the Senior Secured Parties to be sufficient. The Collateral Agent agrees not to resign solely as a result of the occurrence and continuance of a Default or an Event of Default. (c) None of the Collateral Agent or any other Senior Secured Party, or any of their respective Affiliates, shall be responsible to any other Senior Secured Party for (i) any recitals, statements, representations or warranties made by the Partnership, the Funding Corporation, any Partner Issuer or any shareholder of the Funding Corporation Member (each, an "Obligor," and collectively, the "Obligors") contained ------- -------- in this Agreement, the Senior Security Documents or any other Transaction Documents or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, this Agreement, the Senior Security Documents or any other Transaction Documents, (ii) the value, validity, effectiveness, genuineness, enforceability enforce ability or sufficiency of the Senior Collateral, this Agreement, the Senior Security Documents or any other Transaction Documents or any other documents referred to or provided for hereunder or thereunder or (iii) any failure by any Obligor to perform its respective obligations hereunder or thereunder; provided, however, -------- ------- that nothing in this Section 2.1 shall be deemed or construed as limiting the ----------- rights of the Collateral Agent or any Senior Secured Party or the obligations of the Obligors, in each case as is set forth in the applicable Financing Documents. (d) The Collateral Agent shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Collateral Agent shall not be answerable for the professional malpractice of any attorney-at-law or certified public accountant or for the acts or omissions of any other professional in connection with the rendering of professional advice in accordance with the terms of this Agreement, if such attorney-at-law, certified public accountant or other professional was selected by the Collateral Agent with due care. The Collateral Agent may employ agents and attorneys-in-in- fact and shall not be responsible for the acts or omissions of any of such agents or attorneys-in-fact selected by it in good faith. (e) The Collateral Agent shall not be responsible for any action taken or omitted to be taken by it hereunder, under any Senior Security Document or under any other Transaction Document to which the Collateral Agent is a party or in connection herewith or therewith, except for its own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, the Senior Security Documents and the other Transaction Documents to which the Collateral Agent is a party, the Collateral Agent shall take such action with respect to the Senior Security Documents and the other Transaction Documents to which it is a party as it shall be directed to take by the Intercreditor Agent (acting pursuant to the Intercreditor Agreement).

Appointment of Collateral Agent; Powers and Immunities. (a) Subject to Section 2.7 hereof, each of the Senior Secured Parties, on the terms and conditions hereof, Each Bank hereby irrevocably appoints and authorizes The Bank of New York (together with SVB to serve as the Collateral Agent hereunder and to act as its successors agent hereunder and assigns under the other Loan Documents in such capacity, the "Collateral Agent") to act as their agent hereunder, under the Senior Security Documents and all other Transaction Documents to which . Each Bank irrevocably authorizes the Collateral Agent is a party, with to take such action on behalf of each of the Banks and to exercise all such powers as are expressly delegated to the Collateral Agent by hereunder and in the terms of this Agreement, the Senior Security other Loan Documents and the other Transaction Documentsall related documents, together with such other powers as are reasonably incidental thereto. The execution of this Agreement by the Collateral Agent shall be deemed an acceptance by the Collateral Agent of the appointment made under this Section 2.1 and an agreement to act as agent on behalf of each of the other Senior Secured Parties. The Collateral Agent (which term, when used in this sentence and, in the next sentence of this Section 2.1 and in Section 2.2 and Section 2.4 and in Section 7.16 and Section 7.17 of the Intercreditor Agreement, shall include reference to its Affiliates and to its own and its Affiliates' officers, directors, employees and agents) shall not have any duties or responsibilities or any fiduciary relationship with any Bank except those expressly set forth in this Agreement, the Senior Security Documents and the other Transaction Documents to which the Collateral Agent is a party, or be a trustee for or have any fiduciary obligation to any Senior Secured Party. The Collateral Agent shall be entitled to advice of counsel concerning all matters pertaining to its duties. (b) Notwithstanding anything to the contrary contained herein, Neither the Collateral Agent nor any of its directors, officers, employees or agents shall not be required to take responsible for any action (i) which is contrary taken or omitted to this Agreementbe taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or wilful misconduct. Without limiting the Senior Security Documents or any other Transaction Document to which generality of the foregoing, neither the Collateral Agent is a party, (ii) which is contrary to applicable law or (iii) if the Collateral Agent has not received an indemnity or other undertaking from all or a portion of the Senior Secured Parties with respect to any Subject Claims arising out of such action, which undertaking is satisfactory to the Collateral Agent in its sole discretion. The Collateral Agent shall be entitled to cease taking any action, once it has commenced taking action, if it no longer deems any indemnity or undertaking from the Senior Secured Parties to be sufficient. The Collateral Agent agrees not to resign solely as a result of the occurrence and continuance of a Default or an Event of Default. (c) None of the Collateral Agent or any other Senior Secured Party, or nor any of their respective Affiliates, its Affiliates shall be responsible to the Banks for or have any other Senior Secured Party for duty to ascertain, inquire into or verify: (i) any recitals, statements, representations or warranties made by the Partnership, the Funding Corporation, any Partner Borrowers or any shareholder of the Funding Corporation (each, an "Obligor," and collectively, the "Obligors") contained in this Agreement, the Senior Security Documents their Subsidiaries or any other Transaction Documents Person whether contained herein or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, this Agreement, the Senior Security Documents or any other Transaction Documents, otherwise; (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Senior Collateral, this Agreement, the Senior Security other Loan Documents or any other Transaction Documents or any other documents document referred to or provided for hereunder herein or thereunder or therein; (iii) any failure by the Borrowers or any Obligor of their Subsidiaries or any other Person to perform its respective obligations hereunder under any of the Loan Documents; (iv) the satisfaction of any conditions specified in Section 5 hereof; (v) the existence, value, collectibility or thereunderadequacy of the Collateral or any part thereof or the validity, effectiveness, perfection or relative priority of the liens and security interests of the Banks therein; or (vi) the filing, recording, refiling, continuing or re-recording of any financing statement or other document or instrument evidencing or relating to the security interests or liens of the Banks in the Collateral, provided, however, that nothing in this Section 2.1 shall be deemed or construed as limiting the rights of the Collateral Agent or any Senior Secured Party or -------- ------- shall have the obligations of the Obligorsduty, in each case as is set forth in the applicable Financing Documents. (d) The Collateral Agent shall be entitled subject to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Collateral Agent shall not be answerable for the professional malpractice of any attorney-at-law or certified public accountant or for the acts or omissions of any other professional in connection with the rendering of professional advice in accordance with the terms of this AgreementSection 10, if such attorney-at-law, certified public accountant or other professional was selected to take notice of and to act upon any matter brought to its attention by the Collateral Agent with due care. a Bank. (c) The Collateral Agent may employ agents agents, attorneys and attorneys-in-fact other experts, shall not be responsible to any Bank for the negligence or misconduct of any such agents, attorneys or experts selected by it with reasonable care and shall not be responsible for the acts or omissions of liable to any of such agents or attorneys-in-fact selected by it in good faith. (e) The Collateral Agent shall not be responsible Bank for any action taken or taken, omitted to be taken or suffered in good faith by it hereunderin accordance with the advice of such agents, attorneys and other experts. SVB in its separate capacity as a Bank shall have the same rights and powers under any Senior Security Document the Loan Documents as the other Bank and may exercise or under any other Transaction Document to which refrain from exercising the same as though it were not the Collateral Agent is a party or Agent, and SVB and its Affiliates may accept deposits from, lend money to and generally engage in connection herewith or therewith, except for its own gross negligence or willful misconduct. Except any kind of business with the Borrowers as otherwise provided under this Agreement, the Senior Security Documents and the other Transaction Documents to which if it were not the Collateral Agent is a party, the Collateral Agent shall take such action with respect to the Senior Security Documents and the other Transaction Documents to which it is a party as it shall be directed to take by the Intercreditor Agent (acting pursuant to the Intercreditor Agreement)Agent.

Appointment of Collateral Agent; Powers and Immunities. (a) Subject to Section 2.7 11.8 hereof, each of the Senior Secured Parties, on the terms and conditions hereof, Holder in its capacity as such hereby irrevocably appoints and authorizes The Bank of New York (together with its successors and assigns in such capacity, the "Collateral Agent") Agent to act as their its agent hereunder, under the Senior Security Collateral Documents and under all other Transaction Documents Operative Agreements to which the Collateral Agent is a party, with such powers as are expressly delegated to the Collateral Agent by the terms of this Agreement, the Senior Security Collateral Documents and the such other Transaction DocumentsOperative Agreements, together with such other powers as are reasonably incidental thereto. The execution of this Agreement by the Collateral Agent shall be deemed an acceptance by the Collateral Agent of the appointment made under this Section 2.1 and an agreement to act as agent on behalf of each of the other Senior Secured Parties. . (b) The Collateral Agent (which term, when used in this sentence andsentence, in the next sentence two sentences of this Section 2.1 11.1 and in Section 2.2 Sections 11.5 and Section 2.4 and in Section 7.16 and Section 7.17 of the Intercreditor Agreement, 11.7 hereof shall include reference to its Affiliates and to its own and its Affiliates' officers, directors, employees and agents) shall not have any duties or responsibilities except those expressly set forth in this Agreement, the Senior Security Collateral Documents and the or any other Transaction Documents Operative Agreement to which the Collateral Agent is a party, or be a trustee for or have any fiduciary obligation to any Senior Secured Party. The Collateral Agent Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be entitled to advice of counsel concerning all matters pertaining to its duties. (b) read into this Agreement, the Collateral Documents or any other Operative Agreement or otherwise exist against the Collateral Agent. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall not be required to take any action (i) which is contrary to this Agreement, the Senior Security Documents any Collateral Document or any other Transaction Document Operative Agreement to which the Collateral Agent is a party, (ii) which is contrary to party or applicable law or (iii) if the Collateral Agent has not received an indemnity or other undertaking from all or a portion of the Senior Secured Parties with respect to any Subject Claims arising out of such action, which undertaking is satisfactory to the Collateral Agent in its sole discretionlaw. The Collateral Agent shall be entitled to cease taking any action, once it has commenced taking action, if it no longer deems any indemnity or undertaking from the Senior Secured Parties to be sufficient. The Collateral Agent agrees not to resign solely as a result of the occurrence and continuance of a Default or an Event of Default. (c) None of the Collateral Agent or any other Senior Secured Party, or any of their respective Affiliates, shall be responsible to any other Senior Secured Party for (i) any recitals, statements, representations or warranties made by the Partnership, the Funding Corporation, any Partner or any shareholder of the Funding Corporation (each, an "Obligor," and collectively, the "Obligors") contained in this Agreement, the Senior Security Documents or any other Transaction Documents or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, this Agreement, the Senior Security Documents or any other Transaction Documents, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Senior Collateral, this Agreement, the Senior Security Documents or any other Transaction Documents or any other documents referred to or provided for hereunder or thereunder or (iii) any failure by any Obligor to perform its respective obligations hereunder or thereunder; provided, however, that nothing in this Section 2.1 shall be deemed or construed as limiting the rights of the Collateral Agent or any Senior Secured Party or the obligations of the Obligors, in each case as is set forth in the applicable Financing Documents. (d) The Collateral Agent shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Collateral Agent shall not be answerable for the professional malpractice of any attorney-at-law or certified public accountant or for the acts or omissions of any other professional in connection with the rendering of professional advice in accordance with the terms of this Agreement, if such attorney-at-law, certified public accountant or other professional was selected by the Collateral Agent with due care. The Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible for the acts or omissions of any of such agents or attorneys-in-fact selected by it in good faith. (e) The Collateral Agent shall not be responsible for any action taken or omitted to be taken by it hereunder, under any Senior Security Collateral Document or under any other Transaction Document Operative Agreement to which the Collateral Agent is a party or in connection herewith or therewith, except for its own gross negligence or willful misconduct. In no event shall the Collateral Agent be liable for indirect, punitive, special or consequential damage or loss (including but not limited to lost profits) whatsoever, even if the Collateral Agent has been informed of the likelihood of such loss or damage and regardless of the form of action. Except as otherwise provided under this Agreement, Agreement or as expressly provided in the Senior Security Collateral Documents and or the other Transaction Documents Operative Agreements to which the Collateral Agent is a party, the Collateral Agent shall take such action with respect to the Senior Security Collateral Documents and the other Transaction Documents Operative Agreements to which it is a party as it shall be directed to take by the Intercreditor Required Holders, it being understood, however, that all such Collateral Documents shall continue at all times to secure, on the terms and conditions set forth therein, the Obligations. (c) In connection with performing its duties under this Agreement, any Collateral Document or any other Operative Agreement to which it is a party, the Collateral Agent (acting may employ agents, counsel and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents, counsel or attorneys-in-fact selected by it in good faith and may consult with and rely on the advise of its agents, counsel, attorneys-in-fact and advisors. Any such agent may do all acts and things and exercise all discretion which it is authorized or permitted to do or exercise for and on behalf and in the name of the Collateral Agent. In the event the Collateral Agent shall assign any of its rights or obligations to an agent pursuant to this Section 11.1(c), such agent shall be subject to, and shall have the Intercreditor Agreement)benefits of, the provisions of this Agreement insofar as they apply to the Collateral Agent.

Appointment of Collateral Agent; Powers and Immunities. (a) Subject Pursuant to Section 2.7 hereofthe Intercreditor Agreement, each of the Senior Secured Parties, on the terms and conditions hereof, hereby irrevocably appoints and authorizes The Parties have appointed Bank of New York (together with its successors and assigns in such capacityAmerica, the "Collateral Agent") N.A. to act as their agent hereunder, Collateral Agent hereunder and under the Senior Security other Holdco Documents and all other Transaction Documents to which the Collateral Agent is a party, with such powers as are expressly delegated to the Collateral Agent by the terms of the Intercreditor Agreement and this Agreement, the Senior Security Documents and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. The execution of this Agreement by the Collateral Agent shall be deemed an acceptance by the Collateral Agent of the appointment made under this Section 2.1 and an agreement to act as agent on behalf of each of the other Senior Secured Parties. The Collateral Agent (which term, when used in this sentence and, in the next sentence of this Section 2.1 and in Section 2.2 and Section 2.4 and in Section 7.16 and Section 7.17 of the Intercreditor Agreement, shall include reference to its Affiliates and to its own and its Affiliates' officers, directors, employees and agents) shall not have any duties or responsibilities except those expressly set forth in this the Intercreditor Agreement, the Senior Security Documents and the this Agreement or in any other Transaction Documents to which the Collateral Agent is a partyHoldco Document, or be a trustee for for, or have any fiduciary obligation to relationship with, any Senior Secured Party. The Collateral Agent shall be entitled to advice of counsel concerning all matters pertaining to its duties. (b) Notwithstanding anything to the contrary contained herein, the Collateral Agent shall not be required to take any action (i) which is contrary to this the Intercreditor Agreement, the Senior Security Documents this Agreement or any other Transaction Holdco Document to which or applicable law. Neither the Collateral Agent is a party, (ii) which is contrary to applicable law or (iii) if the Collateral Agent has not received an indemnity or other undertaking from all or a portion of the Senior nor any Secured Parties with respect to any Subject Claims arising out of such action, which undertaking is satisfactory to the Collateral Agent in its sole discretion. The Collateral Agent shall be entitled to cease taking any action, once it has commenced taking action, if it no longer deems any indemnity or undertaking from the Senior Secured Parties to be sufficient. The Collateral Agent agrees not to resign solely as a result of the occurrence and continuance of a Default or an Event of Default. (c) None of the Collateral Agent or any other Senior Secured Party, or Party nor any of their respective Affiliates, affiliates shall be responsible to any other Senior Secured Party for (i) any recitals, statements, representations or warranties made by the Partnership, the Funding Corporation, any Partner Holdco or any shareholder of the Funding Corporation (each, an "Obligor," and collectively, the "Obligors") either Borrower contained in this Agreement, the Senior Security Holdco Documents or any other Transaction the Subsidiary Financing Documents or in any certificate or other document referred to or provided for in, or received by any Senior Secured Party under, this Agreement, Agreement or the Senior Security other Holdco Documents or any other Transaction Documents, (ii) for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Senior Collateral, this Agreement, the Senior Security other Holdco Documents or any other Transaction Documents or any other documents document referred to or provided for hereunder herein or thereunder therein or (iii) for any failure by any Obligor Holdco to perform its respective obligations hereunder or thereunder; provided, however, that nothing in this Section 2.1 shall be deemed or construed as limiting the rights of the Collateral Agent or any Senior Secured Party or the obligations of the Obligors, in each case as is set forth in the applicable Financing Documents. (d) The Collateral Agent shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but the Collateral Agent shall not be answerable for the professional malpractice of any attorney-at-law or certified public accountant or for the acts or omissions of any other professional in connection with the rendering of professional advice in accordance with the terms of this Agreement, if such attorney-at-law, certified public accountant or other professional was selected by the Collateral Agent with due care. The Collateral Agent may employ agents Collateral Agents and attorneys-in-fact and shall not be responsible for the acts negligence or omissions misconduct of any of such agents Collateral Agents or attorneys-in-fact selected by it in good faith. (e) The with reasonable care. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall not be responsible for any action taken or omitted to be taken by it hereunder, under any Senior Security Document or them hereunder or under any other Transaction Holdco Document to which the Collateral Agent is a party or Project Document or in connection herewith or therewith, except for its or their own gross negligence or willful misconduct. Except as otherwise provided under this Agreement, the Senior Security Documents and the other Transaction Documents to which the Collateral Agent is a party, the Collateral Agent shall take such action with respect to the Senior Security Documents and the other Transaction Documents to which it is a party as it shall be directed to take by the Intercreditor Agent (acting pursuant to the Intercreditor Agreement).