INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

Exhibit 10.1

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

dated as of October 13, 2009

among

EXTERRAN PARTNERS, L.P.,
in its individual capacity and as Manager

EXLP ABS 2009 LLC,
as Issuer

EXLP OPERATING LLC,

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Indenture Trustee

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Bank Agent

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
in its individual capacity and as the Intercreditor Collateral Agent

TABLE OF CONTENTS

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

     This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of October 13, 2009 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions hereof, this “ Agreement ” ) is among:

     (i) Exterran Partners, L.P., a Delaware limited partnership, in its individual capacity (in such capacity, together with its successors and permitted assigns, “ EXLP ” ), and when and if it acts as Manager under the Management Agreement (in such capacity, and for so long as EXLP is such Manager under that Agreement, the “ Manager ” );

     (ii) EXLP ABS 2009 LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ ABS 2009 ” );

     (iii) EXLP Operating LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ EXLPOP ”);

     (iv) Wells Fargo Bank, National Association, as indenture trustee under the hereinafter defined Securitization Indenture for the benefit of the Noteholders and the other Persons set forth therein (in such capacity, together with its successors and permitted assigns, the “ Indenture Trustee ” );

     (v) Wachovia Bank, National Association, as Administrative Agent on behalf of the Bank Lenders as hereinafter defined (in such capacity, together with its successors and permitted assigns, the “ Bank Agent ” ); and

     (vi) Wells Fargo Bank, National Association, in its individual capacity and as the Intercreditor collateral agent for the Securitization Secured Parties (as defined herein), the Bank Lenders (as defined herein), and EXLP (in such capacity, together with its successors and permitted assigns, the “ Intercreditor Collateral Agent ” ).

RECITALS

     (1) WHEREAS, EXLP, in its individual capacity and when and if it serves as Manager, may receive from time to time Collections relating to the Domestic Contract Compression Business of (a) EXLP and its subsidiaries and (b) ABS 2009; and

     (2) WHEREAS, EXLP’s operating subsidiary, EXLPOP has a bank account in its name to which Users will be directed to transmit Collections, namely, the EXLP/ABS 2009/Wells Lockbox Account (as hereinafter defined), and another bank account in its name in which Collections are from time to time deposited, namely, the EXLP/JPMC Lockbox Account (as hereinafter defined);

     (3) WHEREAS, of even date herewith, EXLPOP, JPMorgan Chase Bank, N.A., and Intercreditor Collateral Agent entered into that certain Blocked Account Control Agreement,

pursuant to which control by the Intercreditor Agent on behalf of the Collection Parties was established in the EXLP/JPMC Lockbox Account (as hereinafter defined);

     (4) WHEREAS, the parties hereto desire to execute and deliver this Agreement to set forth certain agreements among them with respect to such Collections as provided below.

     NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

     Section 1. Rules of Usage; Definitions.

     (a) The following rules of usage shall apply to this Agreement (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context or unless otherwise defined therein.

     (i) The defined terms in this Agreement shall include the plural as well as the singular, and the use of any gender herein shall be deemed to include any other gender.

     (ii) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement.

     (iii) Except as otherwise expressly provided, any definition defined herein shall be equally applicable to the singular and plural forms of the terms defined.

     (iv) Except as otherwise expressly provided, references in this Agreement to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to this Agreement.

     (v) References to any Person shall include such Person, its successors and permitted assigns and transferees.

     (vi) Except as otherwise expressly provided, reference to any agreement means such agreement as amended, restated, modified, extended or supplemented from time to time in accordance with the applicable provisions thereof.

     (vii) Except as otherwise expressly provided, references to any law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement thereof, or restatement thereof.

     (viii) When used in this Agreement, words such as “hereunder,” “hereto,” “hereof” and “herein” and other words of like import shall, unless the

context clearly indicates to the contrary, refer to the whole of this Agreement (including any other document to the extent incorporated or referred to herein (whether or not actually attached hereto)) and not to any particular article, section, subsection, paragraph or clause hereof.

     (ix) References to “including” means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to any enumeration of specific matters, to matters similar to those specifically mentioned.

     (x) All terms used in the UCC and not specifically defined in this Agreement are used therein as defined in the UCC; provided, however, that references in this Agreement to any section of the UCC shall mean, on or after the effective date of the adoption of any revision to the UCC in the applicable jurisdiction, such revised or successor section thereto.

     (xi) Except as otherwise expressly provided, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

     (b) Definitions . The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the content otherwise requires, have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

      “ ABS 2009 ” has the meaning specified in clause (ii) of the preamble hereto.

      “ ABS Leasing 2009 ” means EXLP ABS Leasing 2009 LLC, the wholly-owned subsidiary of ABS 2009.

      “ Agreement ” has the meaning specified in the preamble hereto.

      “ Allocated Collections ” means all or any portion of the Collections as of any date of determination that have been allocated pursuant to the provisions of Sections 7 and 8 of this Agreement.

      “ Allocation Accounting Firm ” has the meaning specified in Section 7(a)(ii) hereof.

      “Ancillary Equipment” means one or more pieces or items of equipment that have been attached to, or that are located adjacent to, a Compressor that can be removed without causing damage to, or a loss of functionality in, such Compressor including, without limitation, any emissions package or monitoring equipment, catalytic converter, precooling package, gas processing plant or equipment, starting air compressor, dehydrator and/or separator.

      “ Bank Agent ” has the meaning specified in clause (v) of the preamble hereto.

      “ Bank Collateral ” means any collateral in which the Bank Agent has been granted a security interest by EXLP and certain of its subsidiaries to secure the obligations under the Bank Credit Agreement.

      “ Bank Collateral Agreement ” means that certain Collateral Agreement, dated as of October 20, 2006, made by EXLPOP (formerly known as UC Operating Partnership, L.P.), UCLP OLP GP LLC (cancelled on June 20, 2007), EXLP (formerly known as Universal Compression Partners, L.P.), and EXLP Leasing LLC (formerly known as UCLP Leasing, L.P.) in favor of the Bank Agent for the ratable benefit of the Secured Creditors (as defined therein), as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

      “ Bank Credit Agreement ” means that certain Senior Secured Credit Agreement, dated as of October 20, 2006, by and among EXLPOP (formerly known as UC Operating Partnership, L.P.), as borrower, EXLP (formerly known as Universal Compression Partners, L.P.), as Guarantor, Wachovia Bank, National Association, as Administrative Agent, Deutsche Bank Trust Company Americas, as Syndication Agent, Fortis Capital Corp. and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the other lenders signatory thereto, arranged by Wachovia Capital Markets LLC and Deutsche Bank Securities Inc, as Joint Lead Arrangers and Joint Book Runners, as such credit agreement has been and may hereafter be amended, modified, restated or supplemented from time to time.

      “ Bank Default ” means an Event of Default (as defined in the Bank Credit Agreement) that has occurred and is continuing under the Bank Credit Agreement.

      “ Bank Documents ” means the Bank Credit Agreement, the Bank Collateral Agreement, the Secured Hedging Agreement, and each other agreement, document or instrument executed in connection with the Bank Credit Agreement or the Bank Collateral Agreement.

      “ Bank Lenders ” means the lenders from time to time party to the Bank Credit Agreement and the counterparties to the Secured Hedging Agreement.

      “ Bankruptcy Code ” means the Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.

      “ Blocked Account Agreement ” means the Blocked Account Control Agreement referred to in clause (3) of the Recitals hereto.

      “ Business Day ” means any day other than a Saturday, Sunday or any other day on which banking institutions in New York, New York, Minneapolis, Minnesota or Houston, Texas are authorized or obligated by law, executive order or governmental decree to be closed.

      “ Collateral ” means the Securitization Collateral and the Non-Securitization Collateral.

      “ Collection Parties ” means the Securitization Secured Parties, the Bank Lenders, and the Bank Agent.

      “ Collections ” means cash, checks and other instruments or any other method of payment and all other amounts whatsoever owned by, owing to or paid to (a) EXLP or its subsidiaries, (b) EXLP in its capacity as Manager, or (c) ABS 2009, in each case from time to time.

      “ Compressor ” means a natural gas compressor equipment unit, together with any tangible components thereof, all related appliances, parts, accessories, appurtenances, accessions, additions, improvements, and replacements thereto, all other equipment or components of any nature from time to time incorporated or installed therein and all substitutions for any of the foregoing but excluding any Ancillary Equipment attached thereto that is not required for the normal operation of such natural gas compressor equipment unit.

      “ Disputed Allocations ” has the meaning specified in Section 7(c) hereof.

      “ Domestic Contract Compression Business ” means (i) with respect to EXLP, the natural gas compression contract business of EXLP and its subsidiaries in the United States of America and (ii) with respect to ABS 2009, the natural gas compression contract business of ABS 2009 in the United States of America.

     “ EXH ” means Exterran Holdings, Inc.

      “ EXLP ” has the meaning specified in clause (i) of the preamble hereto.

      “ EXLP Account ” means any account maintained with Intercreditor Collateral Agent on behalf of and in the name of EXLPOP or EXLP.

      “ EXLP Accountants ” has the meaning specified in Section 7(a)(ii) .

      “ EXLP/ABS 2009/Wells Lockbox Account ” means the lockbox account number 4121809537 maintained in the name of EXLPOP, subject to a right of control in favor of Intercreditor Collateral Agent, for the benefit of the Collection Parties and EXLP. The remittance address to be used for payments and deposits to the Lockbox Account is EXLP Operating LLC, P.O. Box 202609, Dallas, Texas 75320-2609.

      “ EXLP/JPMC Lockbox Account ” means the lockbox account number 713449403, and maintained in the name of EXLPOP, subject to a right of control in favor of Intercreditor Collateral Agent, for the benefit of the Collection Parties and EXLP. The remittance address to be used for payments and deposits to the Lockbox Account is EXLP Operating LLC, P.O. Box 974908, Dallas, Texas 75397-4908.

      “ EXLP Obligations ” means any and all sums owing under the Bank Documents and all other obligations, direct or contingent, joint, several or independent of EXLP or any other obligor under the Bank Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed claim under applicable law.

      “EXLPOP ”has the meaning specified in clause (iii) of the preamble hereto.

      “ Indenture Trustee ” has the meaning specified in clause (iv) of the preamble hereto.

      “ Intercreditor Collateral Agent ” has the meaning specified in clause (vi) of the preamble hereto.

      “ Interest Rate Hedge Provider ” means any counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to the Securitization Indenture.

      “ Lien ” means any security interest, lien (statutory or other), charge, pledge, equity, mortgage, hypothecation, assignment for security or encumbrance of any kind or nature whatsoever.

      “ Lockbox Accounts ” means collectively, the EXLP/ABS 2009/Wells Lockbox Account and the EXLP/JPMC Lockbox Account.

      “ Lockbox Agreements ” has the meaning specified in Section 22 hereof.

      “ Management Agreement ” means that certain Management Agreement, dated as of October 13, 2009 by and between EXLP as Manager, ABS 2009, and ABS Leasing 2009, as such agreement may be amended, modified or supplemented from time to time.

      “ Manager ” has the meaning specified in clause (i) of the preamble hereto.

      “ Misallocation ” has the meaning specified in Section 7(b)(iii) hereof.

      “ Non-Securitization Collateral ” means (i) all Compressors and other assets received by EXLP or the Manager that do not constitute Securitization Collateral and (ii) all Non-Securitization Collections.

      “ Non-Securitization Collections ” means all Collections received by EXLP and/or the Manager that do not constitute Securitization Collections.

      “ Noteholder ” means a Person in whose name a Note is registered in accordance with the terms of the Securitization Indenture.

      “ Notes ” means any of the promissory notes executed by ABS 2009 and ABS Leasing 2009 and authenticated by or on behalf of the Indenture Trustee pursuant to and issued under the Securitization Indenture.

      “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership or other entity.

      “ Related Documents ” is defined in Appendix A to the Securitization Indenture.

      “ Repetitive Wire Instructions ” means a notice substantially in the form of Exhibit “A” attached hereto.

      “ Requisite Global Majority ” is defined in Appendix A to the Securitization Indenture.

      “ Returned Items ” collectively means the Returned Items specified in Section 9(b)(ii) hereof.

      “ Secured Hedging Agreement ” has the meaning assigned in the Bank Collateral Agreement.

      “ Securitization Account ” has the meaning specified in Section 7(b)(ii) hereof, which account shall initially be the Trust Account.

      “ Securitization Accountants ” has the meaning specified in Section 7(a)(ii) hereof.

      “ Securitization Collateral ” means, collectively, all right, title and interest of ABS 2009 in the property and rights subject to the security interest granted by ABS 2009 under the Securitization Indenture (including, without limitation, the Securitization Compressors and the User Contracts) and all right, title and interest of ABS Leasing 2009 in the property and rights subject to the security interest granted by ABS Leasing 2009 under the Securitization Indenture (including, without limitation, the Securitization Compressors and the User Contracts).

      “ Securitization Collections ” has the meaning specified in Section 2 hereof.

      “ Securitization Compressors ” means, as of any date of determination, all Compressors owned by ABS 2009 or ABS Leasing 2009 or leased to ABS 2009 by ABS Leasing 2009 as of such date.

      “ Securitization Default ” means a Manager Default (as defined in Appendix A to the Securitization Indenture), an Event of Default (as defined in Appendix A to the Securitization Indenture) or a EXLP Event (as defined in Appendix A to the Securitization Indenture).

      “ Securitization Documents ” means the Securitization Indenture, the Management Agreement, each other Related Document (as defined in Appendix A to the Securitization Indenture) and each other agreement, document or instrument executed in connection with the Securitization Indenture.

      “ Securitization Indenture ” means that certain Indenture, dated as of October 13, 2009, between ABS 2009, ABS Leasing 2009, and the Indenture Trustee, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, including any supplements thereto.

      “ Securitization Obligations ” means, collectively, (a) any and all sums owing (i) to the Noteholders under the Securitization Indenture, (ii) to the Indenture Trustee under the Securitization Indenture or any other Securitization Document and (iii) to the Interest Rate Hedge Providers and (b) without duplication of amounts described in clause (a) , all other obligations, direct or contingent, joint, several or independent of ABS 2009, or any other obligor under the Securitization Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed claim under applicable law.

      “ Securitization Secured Parties ” means, collectively, the Indenture Trustee, ABS 2009, ABS Leasing 2009, each Interest Rate Hedge Provider, and the Noteholders.

      “ Trust Account ” is defined in Appendix A to the Securitization Indenture.

      “ UCC ” means the Uniform Commercial Code (or any successor statute) of the State of New York as in effect from time to time or of any other state or jurisdiction the laws of which are required by Section 9-301 thereof to be applied in connection with the issue of perfection of security interests.

      “ Unallocated Collections ” has the meaning specified in Section 7(a)(ii) hereof.

      “ User ” means any Person who contracts for contract compression services or compressor rentals, which services or rentals utilize a Securitization Compressor from ABS 2009 or Manager, acting on behalf of ABS 2009.

      “ User Contract ” means any contract for contract compression services or any contract renting one or more Securitization Compressors entered into between ABS 2009 (or Manager acting on behalf of ABS 2009) and a User.

     Section 2. Securitization Collections . The following shall constitute the “ Securitization Collections ” :

     (a) all Collections in respect of ABS 2009’s Domestic Contract Compression Business, including, without limitation, any and all contract payments under User Contracts;

     (b) all Collections in respect of the sale, transfer or disposition of any Securitization Collateral and all Collections in respect of any casualty or other event of loss affecting any Securitization Collateral (to the extent that at the time the casualty Collections are received by or on behalf of ABS 2009, the Compressor to which such proceeds relate remains a Securitization Compressor); and

     (c) all proceeds and products of any and all of the foregoing.

     Section 3. Acknowledgments Regarding Securitization Collateral The Bank Agent hereby acknowledges and agrees that, until all Securitization Obligations shall have been paid in full in cash:

     (a) In the event that any Liens on or security interest in all or any portion of the Securitization Collateral at any time exists in favor of the Bank Agent, the Bank Agent will, immediately upon the request of the Indenture Trustee, release or otherwise terminate such security interest in and Lien upon such Securitization Collateral and the Bank Agent will immediately deliver such release documents as the Indenture Trustee may require in connection therewith.

     (b) Without limiting the agreements contained in paragraph (a) above, all security interests in or Liens on the Securitization Collateral now or at any time hereafter granted by ABS 2009 or ABS Leasing 2009 to the Indenture Trustee or, pursuant to the Securitization Documents, secure the Securitization Obligations and shall be prior, paramount, and superior to any and all Liens and security interests, if any, on or in such Securitization Collateral heretofore, now or at any time hereafter granted by EXLP to the Bank Agent for the benefit of the Bank Lenders, either pursuant to the Bank Documents

or otherwise (and, as such, any interest of the Bank Agent in the Securitization Collections and the Securitization Collateral shall be at all times subordinated to the interest of the Indenture Trustee therein), regardless of the date of execution of any such Lien documents or the order of filing of any of them for record in any public office. The Lien priorities provided in this Section 3(b) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the Securitization Obligations or the Securitization Documents, on the one hand, or the EXLP Obligations or the Bank Documents, on the other hand, nor by any action or inaction which the Indenture Trustee, or any other beneficiary under the Securitization Indenture may take or fail to take in respect of the Securitization Collections and the Securitization Collateral.

     (c) The Bank Agent hereby fully, unconditionally and irrevocably disclaims, waives, relinquishes and releases any right, title or interest (including any Lien) it may have, now or in the future, to the Securitization Collateral, including, without limitation, to (i) foreclose or otherwise realize upon, or attempt to foreclose or otherwise realize upon any of the Securitization Collateral, including, without limitation, the Securitization Collections, or assert any claims or interests therein, or (ii) seek to obtain possession of or issue or cause to be issued any levies, garnishments, attachments, or other legal process of any kind or nature against any of the Securitization Collateral, including, without limitation, the Securitization Collections, or (iii) contact any Users or other Persons that are account debtors or obligees with respect to any Securitization Collateral, to the extent such contact relates to any User Contract or other Securitization Collateral.

     Section 4. Acknowledgment Regarding Non-Securitization Collateral . The Indenture Trustee hereby acknowledges and agrees that, so long as any EXLP Obligations are outstanding:

     (a) In the event that any Liens on or security interest in all or any portion of the Non-Securitization Collateral at any time exists in favor of the Indenture Trustee, the Indenture Trustee will, immediately upon the request of EXLP or the Bank Agent, release or otherwise terminate such security interest in and Lien upon such Non-Securitization Collateral and the Indenture Trustee will immediately deliver such release documents as EXLP or the Bank Agent may require in connection therewith.

     (b) Without limiting the agreements contained in paragraph (a) above, all security interests in or Liens on the Non-Securitization Collateral now or at any time hereafter granted by EXLP to the Bank Agent pursuant to the Bank Documents, secure the EXLP Obligations and shall be prior, paramount, and superior to any and all Liens and security interests, if any, on or in such Non-Securitization Collateral heretofore, now or at any time hereafter granted to the Indenture Trustee, either pursuant to the Securitization Documents or otherwise (and, as such, any interest of the Indenture Trustee in the Non-Securitization Collections and the Non-Securitization Collateral shall be at all times subordinated to the interest of the Bank Agent), regardless of the date of execution of any such Lien documents or the order of filing of any of them for record in any public office. The Lien priorities provided in this Section 4(b) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the EXLP Obligations or the Bank Documents, on the

one hand, or the Securitization Obligations or the Securitization Documents, on the other hand, nor by any action or inaction which the Bank Lenders may take or fail to take in respect of the Non-Securitization Collateral.

     (c) The Indenture Trustee hereby fully, unconditionally and irrevocably disclaims, waives, relinquishes and releases any right, title or interest (including any Liens) it may have, now or in the future, to the Non-Securitization Collateral, including, without limitation, to (i) foreclose or otherwise realize upon, or attempt to foreclose or otherwise realize upon any of the Non-Securitization Collateral, or assert any claims or interests therein, or (ii) seek to obtain possession of or issue or cause to be issued any levies, garnishments, attachments, or other legal process of any kind or nature against any of the Non-Securitization Collateral, or (iii) contact any parties who are account debtors or obligees with respect to Non-Securitization Compressors to the extent such contact relates to the Non-Securitization Collateral.

     Section 5. Intercreditor Collateral Agent.

     (a) Appointment . Each of the Collection Parties and EXLP hereby designates the Intercreditor Collateral Agent to act, and the Intercreditor Collateral Agent hereby accepts such designation to act, as specified herein and as such Collection Party’s nominee and agent under the Bank Documents and under the Securitization Documents, as the case may be, and, in the case of EXLP, to act as EXLP’s nominee and agent under the Bank Documents, the Securitization Documents and otherwise for EXLP in its own capacity, to hold for such Collection Party’s and EXLP’s respective benefit, as its interest may appear, all Collections from the Collateral that may from time to time be in the possession or control of the Intercreditor Collateral Agent in the Lockbox Accounts. Without prejudice to the rights of the Collection Parties to enforce the Securitization Documents and the Bank Documents, as applicable, each of the Collection Parties and EXLP hereby irrevocably authorizes the Intercreditor Collateral Agent to take such action, to exercise such powers and remedies and to perform such duties hereunder as are specifically provided or delegated to or required of the Intercreditor Collateral Agent by the terms hereof and such other powers as are reasonably incidental thereto. The Intercreditor Collateral Agent may perform any of its duties hereunder by or through its agents or employees.

     (b) Duties of Intercreditor Collateral Agent .

     (i) The Intercreditor Collateral Agent shall not be deemed to have any knowledge (imputed or otherwise) of: (A) any of the terms or conditions of the Bank Documents, the Securitization Documents or any documents referred to therein or relating to any financing arrangement between or among any of the Collection Parties and/or EXLP, or any other party, or any breach thereof, or (B) any occurrence or existence of a default thereunder. The Intercreditor Collateral Agent has no obligation to inform any Person of any breach under any such Bank Document or Securitization Document or to take any action in connection with any of the foregoing, except such actions as are specified in this Agreement.

     (ii) The Intercreditor Collateral Agent is not responsible for the enforceability or validity of any security interest in the Collateral and the Lockbox Accounts.

     (iii) The Intercreditor Collateral Agent shall have no duties or responsibilities to the Collection Parties or EXLP except those expressly set forth or described herein and the duty to exercise “ordinary care” with respect to the Collections in its possession or under its control and as required by applicable law. With respect to the immediately preceding sentence, the Intercreditor Collateral Agent shall be deemed to have exercised “ordinary care” if its action or failure to act is in conformity with general banking usages or is otherwise in accordance with commercially reasonable practices of the banking industry. Except as set forth above with respect to the Intercreditor Collateral Agent’s duties with respect to the Collections in its possession or under its control, neither the Intercreditor Collateral Agent nor any its officers, directors, employees or agents shall be liable to the Collection Parties or EXLP for any action taken or omitted by it as such hereunder, or in connection herewith, unless caused by its or their gross negligence or willful misconduct.

     (iv) The duties of the Intercreditor Collateral Agent as agent of the Collection Parties and EXLP shall be mechanical and administrative in nature. The Intercreditor Collateral Agent shall not have, by reason of this Agreement or any Securitization Document or Bank Document, a fiduciary relationship in respect of any Collection Parties or EXLP and nothing herein expressed or implied, is intended to or shall be so construed as to impose upon the Intercreditor Collateral Agent any obligations in respect of any Securitization Document or Bank Document except as expressly set forth herein. The Intercreditor Collateral Agent shall not be liable f