TABLE OF CONTENTS       Page1. DEFINITIONS  2      2. APPOINTMENT OF THE MANAGER  2 2.1 Appointment  2 2.2 Standard of Performance  2 2.3 Conflicts of Interest  2 2.4 Similar Services  2 2.5 Use of Affiliates, Assignment of Rights and Obligations  3 2.6 Relationship between the Issuer, the Lessor and the Manager  3 2.7 Back-up Manager  3      3. MANAGEMENT TERM  3 3.1 Duration of Management Term  3 3.2 Resignation by the Manager  4 3.3 Termination with Respect to an Owner Compressor  4      4. OWNERSHIP OF OWNER COMPRESSORS  4 4.1 Retention of Title  4 4.2 Liens  4      5. DUTIES/RIGHTS OF THE MANAGER  5 5.1 Duties of the Manager  5 5.2 Marketing  5 5.3 Contract and Administration Obligations  5 5.4 Billing and Other Information  6 5.5 Defaults by Users; Contract Amendments and Waiver  6 5.6 Maintenance; Manager’s Expenses  7 5.7 Insurance  7 5.8 Taxes  8 5.9 Compliance with Law  9 5.10 Records and Information  9 5.11 User Contract  10 5.12 Other Services  10 5.13 Mutual Maintenance and Servicing  10 5.14 Purchase Account  11 5.15 Consent and Agreement by Lessor  11      6. AUTHORITY AND CONSENTS  11 6.1 The Issuer and the Lessor  11 6.2 Manager Default  11      7. ACCOUNTS AND PAYMENTS  12 7.1 Lockbox Accounts  12 7.2 Deposits to the Lockbox Account  12 
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       Page7.3 Withdrawal from Trust Account  12 7.4 No Set-Off, Counterclaim, etc  13 7.5 Manner of Payment  14      8. MANAGER ADVANCES  14 8.1 Manager Advances  14      9. COVENANTS OF THE MANAGER  14 9.1 Preparation and Delivery of Reports  14 9.2 Maintenance of Offices  17 9.3 Inspection  17 9.4 Ownership of Owner Compressors  18 9.5 Separate Bank Accounts  18 9.6 Compliance with Organizational Documents; Applicable Law  18 9.7 Substantive Consolidation  18 9.8 Credit Policy  18 9.9 Appraisals  18 9.10 Lockbox Account  18      10. WARRANTY  19 10.1 ISSUER  19 10.2 MANAGER  19      11. COMPENSATION AND REIMBURSEMENT OF THE MANAGER  19 11.1 Compensation of the Manager  19 11.2 S&A Fee  20 11.3 Operations Fee  20 11.4 Incentive Management Fee  21 11.5 Reimbursable Expenses  21      12. MANAGER DEFAULT  21 12.1 Events or Conditions  21 12.2 Unpaid Outstanding Obligations  25 12.3 Appointment of Back-up Manager or Replacement Manager  26 12.4 Rights of User  26 12.5 Termination  26 12.6 Issuer’s Duties  26      13. NO PARTNERSHIP  26      14. NO FORCE MAJEURE  27      15. CURRENCY/BUSINESS DAY  27 15.1 US Currency  27 15.2 Payment Date  27      16. INDEMNIFICATION  27 16.1 Issuer  27 16.2 EXLP  27 
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       Page16.3 Survival  28   17. NO BANKRUPTCY PETITION AGAINST THE ISSUER OR THE LESSOR  28      18. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE LESSOR  28 18.1 Organization and Good Standing  28 18.2 Due Qualification  28 18.3 Power and Authority  28 18.4 Enforceable Obligations  28 18.5 No Violation  28 18.6 No Proceedings or Injunctions  29 18.7 Compliance with Law  29 18.8 Principal Place of Business; Operations in the United States  29 18.9 Approvals  29 18.10 Governmental Consent  29 18.11 Ordinary Course  30 18.12 Taxes  30      19. REPRESENTATIONS AND WARRANTIES OF THE MANAGER  30 19.1 Organization and Good Standing  30 19.2 Due Qualification  30 19.3 Power and Authority  30 19.4 Enforceable Obligations  30 19.5 No Violation  31 19.6 No Proceedings or Injunctions  31 19.7 Compliance with Law  31 19.8 Principal Place of Business; Operations in the United States  31 19.9 Approvals  32 19.10 Governmental Consent  32 19.11 Ordinary Course  32 19.12 Identification Marks  32 19.13 Taxes  32 19.14 Omnibus Agreement  32      20. GENERAL  32 20.1 Notices  32 20.2 Attorneys’ Fees  35 20.3 Further Assurances  35 20.4 Severability  35 20.5 Assignability and Successors  35 20.6 Waiver  35 20.7 Headings  36 20.8 Schedules and Exhibits  36 20.9 Counterparts; Electronic Mail  36 20.10 Entire Agreement; Amendments  36 20.11 GOVERNING LAW  36 20.12 CONSENT TO JURISDICTION  36 
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       Page20.13 Waiver of Immunity  37 20.14 Judgment Currency  37 20.15 Limitation on Payment  38 20.16 Rights of Series Enhancer  38 EXHIBITS AND SCHEDULES   Exhibit A FORM OF ASSET BASE CERTIFICATEExhibit B CREDIT AND COLLECTION POLICIESExhibit C FORM OF MANAGER REPORTExhibit D OVERHAUL POLICYSchedule 5.7(a) SUBLIMIT TO PERILS SCHEDULESchedule 19.14 COPY OF OMNIBUS AGREEMENT
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**MANAGEMENT AGREEMENT**THIS MANAGEMENT AGREEMENT, dated as of October 13, 2009 (as amended, modified or supplemented fromtime to time in accordance with the terms hereof, this “**Agreement**”) is entered into by andbetween EXLP ABS 2009 LLC, a limited liability company formed under the laws of the State ofDelaware, whose principal office is at 16666 Northchase Drive, Houston, Texas 77060 (together withits successors and permitted assigns, the “**Issuer**”), EXLP ABS LEASING 2009 LLC, a limitedliability company formed under the laws of the State of Delaware, whose principal office is at16666 Northchase Drive, Houston, Texas 77060 (together with its successors and permitted assigns,the “**Lessor**”) and EXTERRAN PARTNERS, L.P., a limited partnership organized under the lawsof the State of Delaware whose principal office is at 16666 Northchase Drive, Houston, Texas 77060(together with its successors and permitted assigns, “**EXLP****”**), as the initial Managerhereunder (in such capacity, together with any Replacement Manager appointed hereunder, including,upon the occurrence of the Management Replacement Date under and as defined in the Back-upManagement Agreement, the Back-up Manager, the “**Manager**”).**RECITALS**     WHEREAS, the Lessor, a subsidiary of the Issuer, owns substantially all of the OwnerCompressors and leases certain of such Owner Compressors to the Issuer;     WHEREAS, the Issuer leases from the Lessor certain of the Owner Compressors and owns theremaining Owner Compressors;     WHEREAS, the Manager is primarily in the business of providing contract compression servicesand occasionally leasing compressors;     WHEREAS, the Issuer, the Lessor and the Manager desire to enter into this Agreement pursuantto which the Manager will operate, maintain and manage the Owner Compressors and provide contractcompression services to Users pursuant to User Contracts on behalf of the Issuer and the Lessor;     WHEREAS, the Lessor acknowledges that its revenues are expected to be derived solely fromlease rentals received from the Issuer and the Issuer’s operating revenues, in turn, are expectedto be derived primarily from the provision of contract compression services and occasionally therental of the Owner Compressors to Users pursuant to User Contracts; and     WHEREAS, the Lessor and the Issuer acknowledge that if there were no services (as describedbelow) provided by the Manager, the ability of the Lessor and the Issuer to obtain revenue would bematerially impaired;     NOW, THEREFORE, in consideration of the premises and mutual representations, warranties,covenants and agreements contained herein, the parties hereto hereby agree as follows:
 

 
1. DEFINITIONS     Capitalized terms used in this Agreement and not otherwise defined herein shall have themeanings assigned to such terms in Appendix A to the Indenture, dated as of October 13, 2009 (asamended, modified or supplemented from time to time in accordance with its terms, the“**Indenture**”), among the Issuer, the Lessor and Wells Fargo Bank, National Association, asindenture trustee (together with its successors and assigns, the “**Indenture Trustee**”), assuch Appendix A may be amended, supplemented or otherwise modified from time to time in accordancewith the provisions of the Indenture, and the rules of usage set forth in such Appendix A shallapply to this Agreement.2. APPOINTMENT OF THE MANAGER     2.1 Appointment.  Upon the terms and conditions hereinafter provided, each of the Issuerand the Lessor hereby appoint EXLP as the initial Manager of the Owner Compressors.  The Managershall be responsible, on behalf of the Issuer, for providing contract compression servicesutilizing the Owner Compressors, as well as operating, maintaining and managing all of the OwnerCompressors. The Lessor consents to and joins in with the contract engaging the Manager for thepurpose of assuring that the Owner Compressors are under management as provided herein. EXLP, asinitial Manager, and each other Replacement Manager as may from time to time become Managerhereunder, hereby accepts such appointment and agrees to provide contract compression services andoperate, maintain and manage all of the Owner Compressors in accordance with this Agreement.     2.2 Standard of Performance.  In performing its obligations hereunder (including theManager’s obligations (a) to identify Collections that are allocable to the SecuritizationCollateral and (b) to perform its obligations under the Intercreditor Agreement), the Manager shalluse such efforts which are in accordance with the Services Standard.  The duties of the Managerwill be limited to those expressly set forth in this Agreement and the Related Documents and theManager will not have any fiduciary or other implied duties or obligations to the Issuer or any ofits assignees.     2.3 Conflicts of Interest.  Except as otherwise permitted, the Manager shall perform itsduties and obligations under this Agreement on a fair and equitable basis. Without prejudice tothe generality of the foregoing, the Manager will not discriminate between the Owner Compressorsand the Other EXLP Compressors (or, in the case of any Manager other than EXLP or an EXLPAffiliate, Compressors or any other equipment of a type similar to the Owner Compressors that areowned, maintained, managed or for which contract compression services are provided by such Managerfor its own account) on any basis which could reasonably be considered discriminatory or adverse.     2.4 Similar Services.  It is expressly understood and agreed that nothing herein shall beconstrued to prevent, prohibit or restrict the Manager or any Affiliate of the Manager fromproviding the same or similar services as those provided under this Agreement to any other Personor from providing contract compression services or manufacturing, selling, owning, managing,maintaining, operating or otherwise dealing with Compressors on its or others’ behalf; providedthat no such activity shall in any way reduce the obligations of the Manager hereunder to complywith the Services Standard.
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     2.5 Use of Affiliates, Assignment of Rights and Obligations.  (a) Each of the Issuer andthe Lessor hereby consents to and agrees that, in performing its duties hereunder, the Manager mayfurther contract with, or delegate to, its Affiliates to provide any or all services to be providedby the Manager pursuant to this Agreement; provided that the Manager shall remain liable for allservices to be provided and which any of its Affiliates have been contracted to perform; andprovided, further, that the Manager shall be solely responsible for the payment of all fees andexpenses (which shall be negotiated and determined at an arm’s-length basis) owing to all suchAffiliates.          (b) During the term of this Agreement, the Manager shall not, without the prior writtenconsent of the Requisite Global Majority in each instance, (i) terminate its rights under theOmnibus Agreement, without replacing the Omnibus Agreement with a replacement agreement providingfor similar management services with a counterparty capable of carrying out such managementservices (as determined by the Deal Agent in its reasonable discretion), or (ii) amend, modify orwaive the terms of the Omnibus Agreement in a manner that could reasonably be expected tomaterially and adversely affect the ability of the Manager to perform its obligations under thisAgreement or any other Related Document to which it is a party.     2.6 Relationship between the Issuer, the Lessor and the Manager.  All of the functions,duties and services performed by the Manager under this Agreement shall be performed by the Manageras an independent contractor and not as an agent of the Issuer or the Lessor except to the limitedextent expressly set forth in this **Section 2.6**.  The Manager does not have the authority toact as an agent of the Issuer or the Lessor and the Manager, in its capacity as such, does not,except as to the execution of User Contracts, have the authority to bind the Issuer or the Lessoror their assets.  The Manager is authorized to act as the agent of the Issuer (and, to the extentrelevant to the particular situation, of the Lessor) with respect to administering, collecting,reporting and remitting sales, use and other taxes due from Users. Neither the Issuer nor theLessor shall have any liability for the acts of the Manager.  The foregoing provision regardingliability shall not affect the ability of a state or other taxing authority to hold the Issuer (or,to the extent relevant to the particular situation, the Lessor) liable for sales, use or similartaxes that the Manager fails to collect from the Users, including related penalties and interest.Any fee or other compensation payable by the Issuer to the Manager is an ordinary and necessarybusiness expense of the Issuer. No fee is anticipated to be paid by the Lessor to the Manager, itbeing understood that the compensation received by the Manager from the Issuer is the fullcompensation to which the Manager is to be entitled for all services to be rendered to both theIssuer and the Lessor pursuant to the terms of this Agreement.     2.7 Back-up Manager.  If the Back-up Manager or any other Person shall become theReplacement Manager, then the Requisite Global Majority shall have the right to appoint anotherEligible Back-up Manager as Back-up Manager.3. MANAGEMENT TERM     3.1 Duration of Management Term.  The Management Term shall commence as of the Closing Dateand shall continue in force with respect to an Owner Compressor until the earliest to occur of: (i) the occurrence of a Compressor Termination Event with respect to such Owner Compressor,(ii) the date on which the Indenture is discharged in accordance with its terms and all OutstandingObligations (including all amounts owing to any Series Enhancer
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pursuant to any Enhancement Agreement) have been paid in full, and (iii) with respect to anyManager, the removal and replacement of the Manager in accordance with the provisions of**Section 12** hereof.  Except as set forth in this **Section 3** or **Section 12**hereof, the rights and obligations of the Manager hereunder may not be terminated by, or on behalfof, the Issuer or the Lessor for any reason.     3.2 Resignation by the Manager.  Neither EXLP nor any successor Manager may resign from itsobligations and duties as the Manager hereunder, except upon a determination that the performanceby EXLP or such successor Manager, as the case may be, of its duties under this Agreement is nolonger permissible under Applicable Law, which determination shall be evidenced by an Opinion ofCounsel, in form and substance reasonably satisfactory to the Requisite Global Majority, to sucheffect addressed and delivered to the Indenture Trustee (on behalf of the Noteholders, each SeriesEnhancer and the other Persons specified in the Indenture), the Issuer and each Series Enhancer.No such resignation will become effective until a Replacement Manager has assumed the obligationsand duties of the Manager under this Agreement in accordance with the terms hereof.     3.3 Termination with Respect to an Owner Compressor.  Notwithstanding the other provisionsof this **Section 3** to the contrary (but subject to the provisions of **Section 12**),the Management Term shall terminate with respect to any Owner Compressor which becomes an ObsoleteCompressor, is subject to a Casualty Loss (other than a temporary requisition by any GovernmentalAuthority for a period of not more than 180 days), or has been sold or foreclosed (any of theforegoing, a “**Compressor Termination Event**”) as of the date of such Compressor TerminationEvent; *provided*that as to any Owner Compressor subject to a Compressor Termination Event for whicha Substitute Compressor has not been provided in accordance with Section 4.02 of the ContributionAgreement, the Manager shall continue to have the duty, to the extent any of the following amountsare actually received by the Manager, to deposit into the Trust Account all Casualty Proceeds orother amounts received with respect to such Obsolete Compressor or the Owner Compressor that wassubject to such Casualty Loss, at such time as provided for herein or in the Indenture.  The Issuerand the Manager shall notify the other party and the Indenture Trustee promptly after it obtainsknowledge of any Compressor Termination Event.4. OWNERSHIP OF OWNER COMPRESSORS     4.1 Retention of Title.  The Issuer  or the Lessor, as the case may be, shall at all timesretain full legal and equitable title to the Owner Compressors, notwithstanding the managementthereof by the Manager hereunder. The Manager shall not make reference to or otherwise deal with ortreat the Owner Compressors in any manner except in conformity with this **Section 4.1**.     4.2 Liens.  The Manager will promptly pay or discharge any and all sums claimed by anyparty which, if unpaid, might become a Lien, charge, security interest or other encumbrance upon orwith respect to any Owner Compressor, including any accession thereto, or any part thereof or theinterest of the Issuer therein other than Permitted Encumbrances (each a “**Lien Claim**”) andwill promptly discharge any Lien Claim which arises; provided, however, that the Manager shall beunder no obligation to pay or discharge any Lien Claim so long as it is contesting the validitythereof in good faith, in a reasonable manner and by appropriate legal proceedings, and thenonpayment thereof does not, in the commercially reasonable opinion of
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the Manager, adversely affect the title, property or rights of any Entitled Party thereto.  Withoutlimiting the generality of this **Section 4.2**, the Manager shall be required to pay ordischarge any Lien Claim (1) that results from an act or omission by the Manager with respect towhich the Manager would not be entitled to indemnification pursuant to **Section 16** hereof(“**Manager Malfeasance**”) or (2) if prior to such payment or discharge, the Manager receivesfrom the Issuer the amount thereof (the “**Owner Lien Claim Amount**”).  If any Lien Claimshall have resulted from Manager Malfeasance and shall have been paid by the Issuer, whetherdirectly or by payment of the Owner Lien Claim Amount to the Manager, then, in either case, theManager shall promptly reimburse the Issuer, upon presentation of an invoice therefor.5. DUTIES/RIGHTS OF THE MANAGER     5.1 Duties of the Manager.  Subject to the terms and provisions hereof, the Manager shallprovide the services specified in this **Section 5** to, and on behalf of, the Issuer and theLessor during the Management Term with respect to the Owner Compressors. The parties heretoacknowledge and agree that, if an Owner Compressor is then subject to a User Contract, the Userunder such User Contract may provide certain of the obligations set forth in **Sections 5.6,5.7,****5.8****and****5.9** hereof to the extent required or permitted under such UserContract.     5.2 Marketing.          (a) During the Management Term, the Manager shall provide contract compression services andmarket, service, maintain and operate all Owner Compressors consistent with the Services Standard. In addition, for so long as EXLP or an EXLP Affiliate is the Manager, EXLP or such EXLP Affiliateas Manager shall keep the Owner Compressors under User Contracts subject to approximately the same(and not materially lower) utilization rates and contract rates and in the same manner as the OtherEXLP Compressors.  In addition, the Manager shall, consistent with the Services Standard, negotiatethe terms and conditions of all User Contracts; provided that the terms and conditions of such UserContracts must be consistent with those of User Contracts that utilize the Other EXLP Compressorsviewed as a single group (or, if the Manager is not EXLP or an EXLP Affiliate, Compressors orequipment of a type similar to the Owner Compressors that are owned,  managed, maintained, operatedor for which contract compression services are provided by such Manager (or by any subcontractor ordelegate appointed by the Manager and permitted under **Section 2.5(a**)) for the Manager’s ownaccount and third parties other than the Issuer and the Lessor) and, in any event, must comply with(i) then generally accepted industry standards, (ii) for so long as the Manager is EXLP or an EXLPAffiliate, the terms of the Contribution Agreement and (iii) the requirements of the RelatedDocuments.           (b) In performing its marketing duties pursuant to this **Section 5.2**, the Manager shalluse its best efforts to comply with the applicable concentration limits set forth in Appendix A tothe Indenture in the definitions of Excess 499 H/P Amount, Excess 999 H/P Amount and ExcessCustomer Concentration Amount.     5.3 Contract and Administration Obligations.  The Manager shall, consistent with theServices Standard, cause to be performed when due, on behalf of the Issuer (and, if applicable, theLessor), all of the Issuer’s (or, where applicable, the Lessor’s) performance obligations under theUser Contracts and the other Related Documents to which the Issuer is a party; provided,
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however, that nothing contained herein shall be construed as creating credit recourse to theManager for (i) the principal balance of, and accrued interest or Commitment Fees on, the Notes orother amounts owing by either the Issuer or the Lessor under the Related Documents or (ii)indemnification payments otherwise the obligation of the Issuer or the Lessor pursuant to theRelated Documents (except to the extent that the Manager would otherwise be liable for suchindemnification payment pursuant to the provisions of **Section 16** hereof).     5.4 Billing and Other Information.  During the Management Term, the Manager shall bill, onbehalf of the Issuer (and, if applicable, the Lessor), for all contract payments and other sums dueto the Issuer with respect to the User Contracts and shall also be responsible for the collectionthereof.  Such bills may be prepared in summary format, but shall contain a detailed listing ofeach User Contract so contracted.     5.5 Defaults by Users; Contract Amendments and Waiver.          (a) In the event of any breach or default by a User under a User Contract, the Manager shall,consistent with the Services Standard, take appropriate remedial action, in the name of the Issuer(which action the Lessor hereby agrees shall also bind the Lessor), with respect to such defaultedUser Contract including, without limitation, (i) the termination of such User Contract, (ii) therecovery of possession of any or all Owner Compressors subject thereto and (iii) the enforcement ofany other rights or remedies of the Issuer under such User Contract, including, without limitation,the right to payment for any contract compression services or payment of other amounts owed by suchUser under such User Contract. In furtherance of the foregoing, the Manager shall, consistent withthe Services Standard, (i) institute and prosecute such legal proceedings in the name of the Issueror the Lessor as is permitted by Applicable Law in order to accomplish the foregoing, (ii) settle,compromise and/or terminate such proceedings or (iii) reinstate such User Contract; provided thatthe Manager shall not be required to take any such action if, in the exercise of its reasonablecommercial judgment, the Manager would not take such action if such User Contract were with an EXLPAffiliate other than the Issuer or the Lessor (or, if the Manager is not EXLP or an EXLP Affiliate,Compressors or equipment of a type similar to the Compressors that are owned,  managed, maintained,operated or for which contract compression services are provided by such Manager (or by anysubcontractor or delegate appointed by Manager and permitted under **Section 2.5(a****)**) forManager’s own account and third parties other than the Issuer and the Lessor).  All out-of-pocketexpenses incurred by the Manager in performing its obligations pursuant to the provisions of this**Section 5.5**, after reduction of such amounts for enforcement costs actually received by theManager pursuant to the terms of the related User Contracts, shall be a Reimbursable Expense.  TheIssuer reserves the right to take, upon written notice to the Manager, in its sole discretion, anyor all of the actions described in this **Section 5.5** directly in its own name and on its ownbehalf.  In such an event the Manager, at the Issuer’s expense, shall cooperate with the Issuer (orits designee or assignee) and provide the Issuer (or its designee or assignee) with such assistanceas the Issuer may reasonably request.          (b) In performing its obligations hereunder, the Manager may, acting in the name of the Issueror the Lessor and without the necessity of obtaining the prior consent of the Issuer, the Lessor orany other Entitled Party, grant consents or enter into and grant modifications, waivers andamendments to the terms of any User Contract except for consents,
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modifications, waivers or amendments that (x) are inconsistent with the Services Standard or(y) contravene (or permit the contravention of) any provision of the Indenture.     5.6 Maintenance; Manager’s Expenses.          (a) The Manager shall, consistent with the Services Standard, cause the Owner Compressors tobe maintained in good operating order and condition. The standard for such maintenance shall be thehighest of the following:  (i) any standard required or set forth for the Owner Compressors byApplicable Law, (ii) the Services Standard, (iii) with respect to the Owner Compressors utilized toprovide contract compression services, any standard set forth in the related User Contract, and(iv) with respect to the Owner Compressors leased to a User, any standard set forth in the relatedUser Contract.  All amounts expended by the Manager for maintenance (other than maintenance,modifications, repackagings and overhauls made in compliance with **Section 5.6(b)** hereof) ofthe Owner Compressors, after reduction of such amounts for maintenance payments actually receivedby the Manager pursuant to the terms of any related User Contract, shall be an expense of theManager and not subject to reimbursement by the Issuer except as part of the Operations Fee.(b) (i) The Manager shall conduct, or cause to be conducted, overhauls of the OwnerCompressors at such intervals and in such detail as it conducts overhauls of theOther EXLP Compressors (or, if the Manager is not EXLP or an EXLP Affiliate,Compressors or equipment of a type similar to the Compressors that are owned, managed, maintained, operated or for which contract compression services areprovided by such Manager (or by any subcontractor or delegate appointed by Managerand permitted under **Section 2.5(a****)**) for Manager’s own account and for theaccount of third parties other than the Issuer and the Lessor).     (ii) Maintenance, modifying, repackaging and/or overhauls of the OwnerCompressors that are capitalized in accordance with GAAP may be performed by theManager or third parties as reasonably determined by the Manager. For suchmaintenance, modifying, repackaging and/or overhauls of the Owner Compressors, theIssuer will pay the Overhaul Fee.     5.7 Insurance.          (a) The Manager will cause to be carried and maintained, at its sole expense (unless insuredin a manner consistent with this paragraph by Users), with respect to all Owner Compressors at alltimes during the Management Term thereof and for the geographic area in which any Owner Compressoris at any time located (i) physical damage insurance insuring against risks of physical loss ordamage to the Owner Compressors (“**Property Insurance**”) with an aggregate annual loss limitof  not less than $20,000,000 per occurrence (except for certain perils which have sub-limits inthe amounts set forth on **Schedule 5.7(a)** attached hereof), and (ii) liability insuranceagainst liability for bodily injury, death and property damage resulting from the use and operationof the Owner Compressors (“**Liability Insurance**”) with an aggregate loss limit of not lessthan $20,000,000 per occurrence (except for certain perils which have sub-limits in the amounts setforth on **Schedule 5.7(a)** hereof) and in each case shall be on terms consistent with currentpractices; provided, however, that if by reason of a force majeure
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event or other event outside of the control of the Manager, one or more of the terms of suchinsurance as required hereby are not available in the commercial insurance markets on commerciallyreasonable terms, the Manager shall nevertheless be deemed to have complied with this **Section5.7** if the Manager obtains such insurance on commercially reasonable terms then available tothe Manager with such premiums, deductibles and policy limits that are consistent with industrystandards which are reasonably satisfactory to each Series Enhancer.  Property Insurance andLiability Insurance shall be subject to deductibles that are consistent with industry standards.The policies of insurance required under this **Section 5.7(a)** shall be valid and enforceablepolicies issued by insurers having an A.M. Best Company general policyholder rating of “**A-**”and a financial rating of “**IX**” or in each case better or otherwise acceptable to eachSeries Enhancer and shall provide coverage with respect to incidents occurring anywhere in theUnited States.          (b) Such Property Insurance policy or policies will name the Issuer and the Indenture Trustee,individually and on behalf of the Entitled Parties, as the loss payees, as their respectiveinterest may appear, with the Lessor for purposes of this sentence agreeing that any insurableinterest it has in the Owner Compressors is subject to administration and management by the Issuerand the Indenture Trustee.  Such Liability Insurance policy or policies will name the Issuer, theLessor and the Indenture Trustee, individually and on behalf of the Entitled Parties, as additionalinsureds (each an “**Additional Insured**”).  Each such policy shall provide that (i) theinsurers waive any claim for premiums and any right of subrogation or setoff against the AdditionalInsureds, (ii) it may not be invalidated against any Additional Insured by reason of any violationof a condition or breach of warranty of the policies or the application therefor by the Manager orthe Issuer, (iii) it may be canceled by the insurer only after no less than ten (10) days’ priorwritten notice from the Manager’s insurance broker to the Indenture Trustee and each SeriesEnhancer, and (iv) the insurer will give written notice to the Indenture Trustee and each SeriesEnhancer in the event of nonpayment of premium by the Manager when due.          (c) On the Closing Date, and thereafter within five (5) days of the expiration date of anyexpiring policies required under this **Section 5.7**, the Manager shall furnish the IndentureTrustee and each Series Enhancer with certificates of the insurance or replacement insurancecoverage required by this **Section 5.7**.          (d) To the extent not sold or transferred pursuant to Section 645 of the Indenture, anydeductibles or losses that are not covered by either the Property Insurance or Liability Insuranceshall be paid by, and for the account of, the Manager.  The Manager agrees to promptly, but in anyevent within three (3) Business Days after receipt of proceeds of such loss, deposit such amountsinto the Trust Account or the Purchase Account, as applicable, in accordance with Section 302(b) ofthe Indenture for distribution in accordance with Section 302 of the Indenture.          (e) Any Casualty Loss, to the extent recovery is not received from a User, insurance coverageor other external source, shall be borne by the Manager, without reimbursement by the Issuer, tothe extent such Casualty Loss is included in the Operations Fee Rate.     5.8 Taxes.  The Manager shall assist each of the Issuer and the Lessor in causing to bepaid when due, all local, state, federal and foreign Taxes, license fees, assessments, charges,
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fines, interest and penalties owed by or assessed against the Issuer or the Lessor (all such Taxes,license fees, assessments, charges, fines, interest and penalties owed by or assessed against theIssuer or the Lessor being hereinafter collectively called “**Impositions**”).  The Managerwill also pay, on behalf of the Issuer and/or the Lessor, as appropriate, (or, if the Manager isnot EXLP or an EXLP Affiliate, such payments will be paid to the Manager as a Reimbursable Expense)all Impositions that might in any way affect the title of the Issuer or the Lessor, as the case maybe, or result in a Lien upon any Owner Compressors or result in a Material Adverse Change, in eachcase, before the same shall become delinquent; provided, however, that the Manager shall not berequired to pay any Imposition of any kind so long as (i) the Manager is contesting such Impositionin good faith and by appropriate legal proceedings, on behalf of the Issuer and/or the Lessor, asappropriate; and (ii) the nonpayment of such Imposition during such contest shall not, in thereasonable opinion of the Manager, adversely affect the title, property or rights of the Issuer orthe Lessor. In the event any reports or returns with respect to Impositions are required to befiled, the Manager will prepare and file such reports or returns, or cause such reports or returnsto be prepared and filed, in such manner as to show the interests of the Issuer or the Lessor, asthe case may be, in the Owner Compressors, where required by the state or other taxing authority.     5.9 Compliance with Law.  The Manager, at the expense of the Issuer, shall, consistent withthe Services Standard, cause the Owner Compressors to comply, and each User Contract entered intoor renewed after the date hereof shall require the User thereunder to comply, in all materialrespects with all requirements under the relevant insurance policies and with Applicable Law(subject to Section 604 of the Indenture), including to the extent applicable to the Manager andits undertakings hereunder, all laws, rules and regulations promulgated, imposed or monitored byOFAC, and Section 604 of the Indenture.   In the event that such Applicable Law requires anyalteration of an Owner Compressor, or in the event that any equipment or appliance of an OwnerCompressor shall be required to be changed or replaced, or in the event that any additional orother equipment or appliance is required to be installed on an Owner Compressor in order tomaterially comply with such Applicable Law, the Manager, at the expense of the Issuer paid inaccordance with **Section 5.6** as applicable, shall make such alteration, change, replacementor addition (a “**Mandatory Alteration**”); provided, however, that the Manager, in good faith,shall contest the validity or application of any such Applicable Law which it would have contestedif the affected Owner Compressor had been an Other EXLP Compressor (or, if the Manager is not EXLPor an EXLP Affiliate, Compressors or equipment of a type similar to the Compressors that areowned,  managed, maintained, operated or for which contract compression services are provided bysuch Manager (or by any subcontractor or delegate appointed by the Manager and permitted under**Section 2.5(a**)) for the Manager’s own account and third parties other than the Issuer andthe Lessor), in any reasonable manner which does not, in the opinion of the Manager, adverselyaffect the title, property or rights of the Issuer or the Lessor.     5.10 Records and Information.  The Manager shall, consistent with the Services Standard,maintain separate, complete and accurate records relating to the Owner Compressors and all matterscovered by this Agreement in the same form and to the same extent as the Manager customarilymaintains records in respect of the Other EXLP Compressors (or, if the Manager is not EXLP or anEXLP Affiliate, Compressors or equipment of a type similar to the Compressors that are owned, managed, maintained, operated or for which contract compression services are provided by theManager (or by any subcontractor or delegate appointed by the
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Manager and permitted under **Section 2.5(a****)**) for the Manager’s own account and third partiesother than the Issuer and the Lessor).  The Manager shall promptly, upon request of  the Issuer orany Series Enhancer, deliver to the Issuer, such Series Enhancer or any designee of any of theforegoing such records. Upon request, the Manager shall promptly supply the Issuer with allinformation necessary for the Issuer to prepare all reports required of the Issuer under theRelated Documents.     5.11 User Contract.  The Manager shall store at its offices at 16666 Northchase Drive,Houston, Texas 77060, or at the offices of any of its Affiliates, an electronic copy of allmanually executed User Contracts and related Contract Files and shall destroy in accordance withits standard practice the originally executed counterparts of each User Contract. The Manager willmaintain the electronic copy of all manually executed User Contracts in a secure data storagefacility, with restrictions on authority for signatures, document modification and access codes.The Manager shall provide the Issuer, the Indenture Trustee and the Noteholders thirty (30) daysprior written notice of a change in the location of the Manager’s offices, which shall include therelocation address.  The Manager shall electronically mark (or include in a conspicuous manner onthe User Contract) in a conspicuous manner each User Contract acquired by, or entered into by, theIssuer (or by the Manager on the Issuer’s behalf) after the Closing Date to indicate that such UserContract has been pledged or may be pledged to one or more financial institutions or theirrepresentative and that a sale or other disposition of such User Contract may violate rights ofsuch pledgee.     5.12 Other Services.  The Manager shall be responsible for the provision of such otherservices incidental to the foregoing as may from time to time be required under the User Contractsand other Related Documents or may be reasonably necessary in connection with the Domestic ContractCompression Business of the Issuer.     5.13 Mutual Maintenance and Servicing.  So long as the Manager is EXLP or an EXLPAffiliate, the Manager, the Issuer and the Lessor agree that in order for the Manager to providemutually beneficial maintenance and servicing of the Owner Compressors in the same manner as itmaintains and provides for the Other EXLP Compressors, the Manager is permitted to use parts,engines, inventory or supplies from (x) Other EXLP Compressors to service and maintain the OwnerCompressors and the Other EXLP Compressors, and (y) Owner Compressors to service and maintain theOwner Compressors and the Other EXLP Compressors, in all instances in accordance with **Sections2.2** and **2.3** hereof and in the normal and customary business practices of the Manager;provided however, in the event any Owner Compressor is utilized for parts in accordance with theforegoing mutual maintenance and servicing provisions, such Owner Compressor, to the extent notrepaired, replaced or rebuilt within 90 days after the date on which such parts or engines wereutilized, will become an Ineligible Compressor. The Manager will have the option to replace suchIneligible Compressor with another Compressor of equal or greater value (based on and subject tothe criteria set forth in Section 4.02 of the Contribution Agreement) as the Ineligible Compressorwithin 90 days after the date on which such parts or engines were utilized.  To the extent theCompressor added in replacement of any such Ineligible Compressor exceeds the value of suchIneligible Compressor, an appropriate adjustment to approximate such excess value shall be made forthe benefit of the Manager to the Operations Fee or the Overhaul Fee.  The Issuer and the Manageracknowledge and agree that each party derives independent and mutual benefit from this maintenanceand servicing arrangement set forth in this **Section 5.13**.
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     5.14 Purchase Account.  Subject to the conditions, covenants and agreements set forth inSection 313 of the Indenture, the Manager, the Issuer and the Lessor agree that the Manager shall(a) remit, or shall cause to be remitted, any and all Compressor Reinvestment Sales Proceeds to thePurchase Account, (b) use, or shall cause the use of, all or any portion of the CompressorReinvestment Sales Proceeds on deposit in the Purchase Account to purchase Additional Compressors,and (c) direct, or shall cause the direction of, the Indenture Trustee to liquidate as necessaryany and all Eligible Investments credited to the Purchase Account and to transfer from the PurchaseAccount to the Trust Account, (i) in accordance with, and at the times required by, Section 313(c)of the Indenture, any unused portion of such Compressor Reinvestment Sales Proceeds and (ii) inaccordance with, and at the times required by, Section 313(d) of the Indenture, all funds in thePurchase Account.     5.15 Consent and Agreement by Lessor. The Lessor hereby consents to (i) the execution,enforcement, and amendment of, and other actions under, all such User Contracts by the Manager andby the Issuer as provided herein and (ii) the taking of all actions by the Manager under andpursuant to the provisions of this **Article 5**. The Lessor agrees that any otherundertakings by the Manager under and pursuant to this **Article 5**, to the extent that theybind or affect any Owner Compressor, shall bind and limit the interest of the Lessor therein. Theprovisions of this **Section 5.15** evidence a fully effective consent and agreement and do notrequire the performance by the Lessor of any further act to be fully effective and binding.6. AUTHORITY AND CONSENTS.     6.1 The Issuer and the Lessor.  The Issuer and the Lessor confer on the Manager all suchauthorities and grant all such consents as may be necessary for the Manager’s performance of itsduties under this Agreement and for the performance of Manager’s duties under this Agreement by anysubcontractors or delegates permitted under **Section 2.5(a)**, and will, at the request of theManager, confirm any such authorities and consents to any third parties, execute such otherdocuments and do such other things as the Manager may reasonably request for the purpose of givingfull effect to this Agreement and enabling the Manager to carry out its duties hereunder.     6.2 Manager Default.  After the occurrence and during the continuance of a Manager Default,the Manager irrevocably, and by way of security to the Issuer and the Lessor for the obligations ofthe Manager herein, appoints the Issuer or the Issuer’s designee (which shall be the IndentureTrustee so long as any Outstanding Obligations remain unpaid) to be its attorney-in-fact with fullpower of substitution on behalf of the Manager and in its name or otherwise to execute anydocuments contemplated by this Agreement and any Related Document, and to give any notice and to doany act or thing which the Manager is obliged to execute or do under this Agreement and any RelatedDocument.  The Manager hereby confirms and agrees to ratify and confirm whatever any such attorneyshall do or propose to do in the exercise or purported exercise of all or any of the powers,authorities and discretion referred to in this paragraph.
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7. ACCOUNTS AND PAYMENTS     7.1 Lockbox Accounts.          (a) On or prior to the Closing Date, the Lockbox Accounts shall have been established andshall be under the exclusive control of the Intercreditor Collateral Agent, and the Manager shall,or shall cause, all Collections related to its Domestic Contract Compression Business to bedeposited in one of the Lockbox Accounts, in each case, in accordance with the terms of theIntercreditor Agreement. So long as the Manager is EXLP or an EXLP Affiliate, the Manager shallcomply with its obligations and duties under the Intercreditor Agreement. Immediately after thecompletion of the daily allocation of funds in the Lockbox Accounts, all Collections allocable tothe Securitization Collateral will be transferred to the Trust Account. Upon the occurrence of anEvent of Default or a Manager Default, the disbursement of the Collections in the Lockbox Accountsshall be made in accordance with the terms of the Intercreditor Agreement.          (b) During the continuation of a Trigger Event, the Manager shall, on a weekly basis, provideto the Issuer, each Series Enhancer and the Indenture Trustee a copy of each daily cashreconciliation prepared during the preceding week.  At any time during the continuation of aTrigger Event, each of the Issuer, each Series Enhancer and the Indenture Trustee and theirrespective accountants and attorneys shall be entitled, at the expense of the Manager, to visit theManager’s office and conduct a review of all backup documentation supporting the daily cashallocation report.          (c) Upon an Event of Default or a Manager Default and the continuation of such event, as thecase may be, the Back-up Manager and the Requisite Global Majority (or their designees), are eachhereby authorized and empowered, as the Issuer’s and the Lessor’s attorney-in-fact, to endorse anyUser Contract compression payments deposited in a Lockbox Account or presented for deposit in anyLockbox Account requiring the endorsement of the Issuer or the Lessor, which authorization iscoupled with an interest.     7.2 Deposits to the Lockbox Account.  If the Manager shall receive any Collections withrespect to any User Contract directly, the Manager shall deposit such funds into the LockboxAccount within three (3) Business Days of the receipt thereof. The obligation of the Manager tomake such deposit shall constitute a full recourse obligation of the Manager (for which the Managershall not be entitled to receive indemnification from the Issuer or the Lessor).     7.3 Withdrawal from Trust Account.  The Manager shall be entitled to submit a writtenrequest (which may be given by e-mail) for withdrawals to the Indenture Trustee to distribute tothe Manager from the Trust Account on a Business Day other than a Payment Date funds in an amountequal to the sum of (i) an estimate (based on actual accrued amounts as of the date of suchrequest) of the Operations Fee and S&A Fee expected to be paid on the immediately succeedingPayment Date, (ii) an estimate of the Overhaul Fee (based on actual accrued amounts as of the dateof such request) expected to be paid on the immediately succeeding Payment Date; and (iii) anestimate of the Incentive Management Fee expected to be paid on the immediately succeeding PaymentDate; *provided, however*, that notwithstanding any right of the Manager pursuant hereto or pursuantto the Management Agreement to request such interim distributions with respect to the OperationsFee, S&A Fee, Overhaul Fee, and Incentive Management Fee,
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such interim distributions shall be made on not more than one occasion in each calendar month andonly so long as (i) no Event of Default or Manager Default shall have occurred and be continuing,(ii) the Manager Termination Date shall not have occurred unless the Indenture Trustee (acting atthe direction of the Requisite Global Majority) shall have consented to such interimdistribution(s), and (iii) no Asset Base Deficiency is then existing or would result from suchpayments; *provided further*, that if a Trigger Event shall occur following any such interimdistributions but prior to or on the next succeeding Payment Date, the Manager shall immediatelyremit to the Trust Account all such interim distributions.          In addition, the Manager shall be entitled to request on not more than one occasion in eachcalendar month withdrawals from the Trust Account on a Business Day other than a Payment Date in anamount equal to, so long as all Scheduled Principal Payment Amounts and Supplemental PrincipalPayment Amounts for all Series of Notes then Outstanding were paid in full on the immediatelypreceding Payment Date, all Ineligible Collections then on deposit in the Trust Account andEstimated Excess Cash Flow due for the immediately succeeding Payment Date; *provided, however*, thatall of the following conditions precedent must be satisfied on each such interim distribution date:(i) no Prospective Trigger Event or Trigger Event shall have occurred and then be continuing, (ii)the Manager Termination Date shall not have occurred unless the Indenture Trustee (acting at thedirection of the Requisite Global Majority) shall have consented to such interim distribution(s),(iii) no Asset Base Deficiency is then existing or would result from such payments, and (iv) aftergiving effect to such proposed withdrawal and any withdrawal that has been or will be made pursuantto the immediately preceding paragraph, the remaining Available Distribution Amount for theimmediately succeeding Payment Date then on deposit in the Trust Account shall be not less than onehundred fifty percent (150%) of the remaining amounts to be distributed under clauses (1)-(19) ofSection 302(d) of the Indenture on the immediately succeeding Payment Date, as reduced by anyamounts distributed during the related Collection Period pursuant to Section 302(c) of theIndenture; *provided further*, that if a Trigger Event shall occur following any such interimdistributions but prior to or on the next succeeding Payment Date, the Manager shall immediatelyremit to the Trust Account (i) all such interim distributions and (ii) all payments of, andreimbursement for, Impositions paid or received by the Manager since the immediately precedingPayment Date.          The Indenture Trustee is under no obligation to verify that the requirements of Section 302(c)of the Indenture have been met before funding such withdrawal to the Manager.     7.4 No Set-Off, Counterclaim, etc.  The Manager’s obligations under this Agreement and theother Related Documents to make deposits to the Lockbox Account shall be absolute and unconditionaland all payments thereof shall be made free and clear of and without any deduction for or onaccount of any set-off (except to the extent expressly set forth herein) or counterclaim or anycircumstance, recoupment, defense or other right which the Manager may have against the Issuer orany other Person for any reason whatsoever (whether in connection with the transactionscontemplated hereby or any other transactions), including, without limitation, (i) any defect intitle, condition, design or fitness for use of, or any damage to or loss or destruction of, anyCompressor, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by oragainst the Manager or any other Person, or (iii) any other circumstance, happening or eventwhatsoever, whether or not unforeseen or similar to any of the foregoing.
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     7.5 Manner of Payment.  All payments required to be made by the Manager hereunder shall bemade in US Dollars by wire transfer of immediately available funds prior to 3:00 p.m., New Yorktime, on the date of payment.8. MANAGER ADVANCES     8.1 Manager Advances.          (a) On each Determination Date, the Manager may (in its sole discretion) advance funds (each,a “**Manager Advance**”) and remit to the Trust Account, in such manner as will ensureimmediately available funds will be on account thereof by 11:00 a.m. New York time on the BusinessDay prior to the Payment Date, an amount equal to all or any portion of contract payments (otherthan uncollectible amounts) (i) due on User Contracts during the preceding Collection Period forwhich the related Users have not remitted such payment on or prior to such Determination Date and(ii) for which the Manager in good faith and in its commercially reasonable judgment expects tocollect promptly. Except for the first three (3) Payment Dates following the Closing Date andfollowing any subsequent date on which the commitment under the 2009 ABS facility is increased, theaggregate amount of all such Manager Advances outstanding (i.e., not yet reimbursed under**Section 8.1(b)** below) at any point in time may not exceed an amount equal to the product of(x) ten percent (10%) and (y) the Aggregate Note Principal Balance on the immediately precedingPayment Date (after giving effect to payments made on such date).  The Manager will not make aManager Advance with respect to (i) any defaulted User Contract or (ii) any User Contract if theManager, in its reasonable good faith judgment, believes that such Manager Advance would not berecoverable from a corresponding remittance from the User on the related User Contract.          (b) The Manager shall be reimbursed for Manager Advances on each Payment Date pursuant toSection 302(d) or 302(e), as applicable, of the Indenture.9. COVENANTS OF THE MANAGER     9.1 Preparation and Delivery of Reports.  The Manager shall deliver to each Series Enhancerand the Indenture Trustee, or as otherwise specified in any of the clauses below:     (a) Financial Statements. (i) So long as EXLP (or an EXLP Affiliate) is theManager, the Manager shall deliver (or shall cause EXLP to deliver) to the Indenture Trusteea copy of (x) unaudited quarterly consolidated income statements and balance sheets for theManager and its consolidated Subsidiaries within sixty (60) days of the end of each fiscalquarter and (y) annual consolidated financial statements of the Manager, audited by itsregular Independent Accountants, within one hundred twenty (120) days of the end of eachfiscal year. All financial statements shall be prepared in accordance with GAAP; *provided,however*, that the Manager shall be deemed to have furnished the information required by this**Section 9.1(a)** if EXLP shall have timely made the same available on “EDGAR” and/oron its home page on the worldwide web (at the date of this Agreement located athttp://www.exterran.com); provided, further, however, that if any SeriesEnhancer or the Indenture Trustee is unable to access EDGAR or EXLP’s home page on theworldwide web or is unable to access such information from such sources, the Manager agreesto provide such Series Enhancer or the Indenture
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Trustee, as the case may be, with paper copies of the information required to befurnished pursuant to this **Section 9.1(a)** promptly following notice from such SeriesEnhancer or the Indenture Trustee, as the case may be. Information required to be deliveredpursuant to this **Section 9.1(a)** shall be deemed to have been delivered on the dateon which the Manager provides notice to each Series Enhancer and the Indenture Trustee thatsuch information has been posted on “EDGAR” or EXLP’s website or another website identifiedin such notice and accessible by each Series Enhancer or the Indenture Trustee withoutcharge (and the Manager hereby agrees to provide such notice). In the event that EXLP is nolonger required to file quarterly or annual reports with the SEC or any successor agencypursuant to Section 13 or 15(d) of the Exchange Act, the Manager agrees to provide eachSeries Enhancer and the Indenture Trustee with paper copies of the information required tobe furnished pursuant to this **Section 9.1(a)** when and as if EXLP was required tofile such quarterly and annual reports with the SEC or any successor agency pursuant toSection 13 or 15(d) of the Exchange Act, and     (ii) if the Manager is not EXLP or an EXLP Affiliate, (1) as soon as available and inany event within one hundred twenty (120) days after the end of each fiscal year of theManager, the audited consolidated statements of income, stockholders’ equity and cash flowsof the Manager and its consolidated subsidiaries for such fiscal year, and the relatedconsolidated balance sheet of the Manager and its consolidated subsidiaries as at the end ofthe fiscal year, and setting forth in each case in comparative form the correspondingfigures for the preceding fiscal year, and accompanied by the related opinion of IndependentAccountants, which opinion shall state that said financial statements fairly present theconsolidated financial condition and results of operations of the Manager and itsconsolidated subsidiaries as at the end of, and for, such fiscal year and that suchfinancial statements have been prepared in accordance with GAAP, except for such changes insuch principles with which the Independent Accountants shall have concurred and such opinionshall not contain a “going concern” or like qualification or exception, and a certificate ofsuch accountants stating that, in making the examination necessary for their opinion, theyobtained no knowledge, except as specifically stated, of any Manager Default and (2) as soonas available and in any event within sixty (60) days after the end of each of the firstthree fiscal quarterly periods of each fiscal year of the Manager, consolidated statementsof income, stockholders’ equity and cash flows of the Manager and its consolidatedsubsidiaries for such period and for the period from the beginning of the respective fiscalyear to the end of such period, and the related consolidated balance sheets as at the end ofsuch period, and setting forth in each case in comparative form the corresponding figuresfor the corresponding period in the preceding fiscal year, accompanied by the certificate ofa Responsible Officer, which certificate shall state that said financial statements fairlypresent the consolidated financial condition and result of operations of the Manager and itsconsolidated subsidiaries in accordance with GAAP, as at the end of, and for, such period(subject to normal year-end audit adjustments);          (b) Monthly Asset Base Certificate.  By not later than each Determination Date, anAsset Base Certificate, substantially in the form of **Exhibit “A”** attached hereto,calculated as of the last day of the immediately preceding Collection Period;
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          (c) SEC and Other Reports.  Promptly upon their becoming available, one copy of eachreport (if any), definitive proxy statement, registration statement (upon it becoming effective)and definitive prospectus filed by EXLP with or delivered to any securities exchange, theSecurities and Exchange Commission (or any successor agency or any other Governmental Authority),which such delivery and/or availability may be accomplished in the manner provided by **Section9.1** hereof for the delivery of annual and quarterly reports (excluding any time periodsrequired for the delivery of such reports);          (d) Requested Information.  After a request of the Deal Agent, any Series Enhancer orthe Indenture Trustee, with reasonable promptness, any data, information and reports regarding theOwner Compressors that is reasonably available;          (e) Updated Policies.  Within sixty (60) days of the Manager’s fiscal year end andonly to the extent such policies have been materially changed or updated, (i) one (1) copy of itscurrent Credit and Collection Policy, which on the date hereof is substantially in the formattached hereto as **Exhibit “B”** and (ii) two (2) copies of its current Overhaul Policy, acurrently effective copy of which is attached hereto as**Exhibit “D”**;          (f) Manager Report.  On each Determination Date, a Manager Report, substantially inthe form of **Exhibit “C”** hereto, calculated for the immediately preceding Collection Period,a copy of which shall also be delivered to the Indenture Trustee, the Deal Agent, each SeriesEnhancer and each Interest Rate Hedge Provider;          (g) Manager Report on Hedging Calculations.  On each Determination Date, a monthlyreport reflecting the hedging policy calculations as of the end of the preceding calendar monthbased on all transactions outstanding as of the end of such month under Interest Rate SwapAgreements then in effect, including transactions entered into on such date which are scheduled tocommence on a future date;          (h) Monthly Tape.  On each Determination Date, the Manager shall deliver the MonthlyTape to the Indenture Trustee, the Deal Agent and, on request, to each Series Enhancer;          (i) Insurance Renewals.  Within five (5) days of the then current expiry date of theProperty Insurance and Liability Insurance, evidence of renewals of such policies;          (j) Material Adverse Change.  With reasonable promptness, notice of any MaterialAdverse Change;          (k) Notice of Inaccuracy in Manager Report.  Within five (5) Business Days of the dateon which any Responsible Officer of the Manager shall have actual knowledge or shall have received,or been deemed to have received, from any Person, notice that the Manager Report delivered by theManager is inaccurate in any material respect, notice of such inaccuracy indicating the inaccuracy;          (l) Notice of Default.  Notice of any Prospective Trigger Event or Trigger Event, acopy of which shall also be delivered to the Intercreditor Collateral Agent; and
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          (m) Financial Projections.  At least annually, and within ten (10) Business Days ofdelivery (or deemed delivery, as the case may be) of the audited financial statements under**Section 9.1(a)** hereof or, if earlier, concurrently with delivery thereof to any otherlenders or creditors, projected financial information prepared by EXLP in its ordinary course ofbusiness and delivered by EXLP to its lenders in accordance with the terms of the Senior SecuredCredit Agreement or to any of its other lenders or creditors, including revisions of previouslydelivered information.  Such projections shall include balance sheets, income statements and cashflows by business segment.     9.2 Maintenance of Offices.  The Manager shall maintain, at its office complex located at16666 Northchase Drive, Houston, Texas 77060, such books and records (including computer records)with respect to the Owner Compressors in the same manner as it maintains for the Other EXLPCompressors, including a computer database which includes the Owner Compressors (containingsufficient information to generate a listing of all such Owner Compressors and the reports requiredto be delivered pursuant to this Agreement and the Related Documents), the User Contracts relatingthereto, the Users and their locations, and the Appraised Value and Depreciated Value of each OwnerCompressor.  The Manager shall notify the Issuer, each Series Enhancer and the Indenture Trustee ofany change in the location of the Manager’s office complex or its books and records.     9.3 Inspection.          (a) Each of (i) the Requisite Global Majority (acting as one group) and their agents, (ii) ifthe Manager is not EXLP or an EXLP Affiliate and the Issuer has not been furnished with a copy ofthe report generated by the Requisite Global Majority (or its agents) with respect to its rightshereunder, the Issuer (and its agents), and (iii) each Series Enhancer, shall have the right toinspect the Owner Compressors, the receivables aging system and all books, records, reports, UserContracts, insurance policies, and other documents relating to the Owner Compressors, all in theformat which the Manager uses for the Other EXLP Compressors (or, if the Manager is not EXLP or anEXLP Affiliate, Compressors or equipment of a type similar to the Compressors that are owned, managed, maintained, operated or for which contract compression services are provided by theManager (or by any subcontractor or delegate appointed by the Manager and permitted under**Section 2.5(a****)**) for the Manager’s own account and third parties other than the Issuer andthe Lessor).  Such inspections shall be conducted upon reasonable request and notice to the Managerand shall (a) be conducted during normal business hours, (b) be subject to the Manager’s customarysecurity procedures and the execution of reasonable and customary confidentiality agreements and(c) not unreasonably disrupt the Manager’s business.  For purposes of any such inspection, theManager shall grant the Requisite Global Majority, the Issuer and their agents (as applicable)access to the Manager’s computer systems (including the receivables aging system) and data relatingsolely to the Owner Compressors contained therein (and with respect to the EXLP Compressors to theextent necessary to evaluate compliance with the Related Documents).          (b) Each of (i) the Requisite Global Majority (acting as one group) and their agents and(ii) if the Manager is not EXLP or an EXLP Affiliate and the Issuer has not been furnished with acopy of the report generated by the Requisite Global Majority (or its agents) with respect to itsrights hereunder, the Issuer (and its agents) shall have the right to (x) one such inspection percalendar year (and an additional inspection by any Series Enhancer in connection
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with any refinancing involving such Series Enhancer), at the reasonable cost and expense(including reasonable legal and accounting fees incurred by the Issuer, the Requisite GlobalMajority or, in connection with any refinancing involving any Series Enhancer, the applicableSeries Enhancer) of the Manager and (x) one additional inspection at the cost and expense of theRequisite Global Majority or the Issuer (as the case may be), unless a Trigger Event shall haveoccurred and be continuing, in which case, the Requisite Global Majority and, if applicable, theIssuer (and their respective agents) shall have the right to conduct such inspections any number oftimes and each time the costs and expenses shall be borne by the Manager.     9.4 Ownership of Owner Compressors.  The Manager agrees to promptly indicate to all partieswith a valid interest inquiring as to the true ownership of the Owner Compressors that the Issueror the Lessor, as the case may be, is the owner of the Owner Compressors and the Manager will notclaim any ownership interest in the Owner Compressors.     9.5 Separate Bank Accounts.  The Manager will maintain separate bank accounts and books ofaccount from those of the Issuer and of the Lessor. The Manager shall not conduct business in thename of the Issuer or the Lessor except when acting as an agent and identifying itself as such.     9.6 Compliance with Organizational Documents; Applicable Law.  The Manager agrees to complywith all of its company, organizational and managerial procedures required by its formationdocuments and Applicable Law.     9.7 Substantive Consolidation.  The Manager will be operated so that neither the Issuer northe Lessor will be “substantively consolidated” with the Manager or any of its Affiliates.  Inconnection therewith, the Manager makes herein by this reference each of the representations andwarranties made by it to Baker Botts LLP in support of its opinions issued and delivered inconnection with the issuance of the Notes, as if specifically made herein and agrees to comply witheach of the factual assumptions contained in such opinions.     9.8 Credit Policy.  The Manager will not make any material modifications to the terms ofits Credit and Collection Policy to the detriment of any Noteholder without the prior writtenconsent of each Noteholder so affected.  The Credit and Collection Policy of the Manager and theManager’s compliance therewith shall be consistent with the reasonable and prudent policies andbusiness practices of managers of similar types of equipment in the Manager’s industry.     9.9 Appraisals. No later than March 31, 2010 and every twelve (12) months thereafter, theManager shall assist the Issuer in providing the Appraisals required pursuant to Section 650 of theIndenture.     9.10 Lockbox Account.  Until the termination of the Intercreditor Agreement in accordancewith their terms, the Manager shall maintain, and shall cause the applicable IntercreditorCollateral Agent to maintain, the relevant Lockbox Account and shall not terminate such LockboxAccount, or close such Lockbox Account, without the prior written consent in each instance of theIndenture Trustee and the Requisite Global Majority.  The Manager shall not establish any newaccount that will receive payments or Collections in respect of the User Contracts, theSecuritization Collateral or any funds attributable to its Domestic Contract
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Compression Business without the prior written consent in each instance of the Indenture Trusteeand the Requisite Global Majority.  EXLP and its Affiliates may establish separate accounts forother funds not attributable to the Domestic Contract Compression Business, including but notlimited to funds attributable to the fabrication, service, after-service market and internationalcompression business. The Manager shall instruct and cause each User to remit all contractpayments and other payments arising under each User Contract and all payments attributable to theDomestic Contract Compression Business of EXLP to the Lockbox Account as set forth in theIntercreditor Agreement.  The obligations of EXLP and any EXLP Affiliate under this **Section9.10** shall survive the resignation or removal of EXLP or any EXLP Affiliate as Manager and thetermination of this Agreement until the termination of the Intercreditor Agreement in accordancewith Section 21 thereof.10. WARRANTY     10.1 ISSUER.  NEITHER THE ISSUER NOR THE LESSOR MAKES ANY REPRESENTATIONS OR WARRANTIES,EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULARPURPOSE OF THE OWNER COMPRESSORS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOTDISCOVERABLE, THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHERREPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.     10.2 MANAGER.  THE MANAGER WARRANTS THAT IT WILL CARRY OUT ITS SERVICES WITH REASONABLECARE AND SKILL. THIS EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS ORIMPLIED.  UNDER NO CIRCUMSTANCES SHALL THE MANAGER HAVE ANY LIABILITY TO THE ISSUER FOR ANYSPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.11. COMPENSATION AND REIMBURSEMENT OF THE MANAGER     11.1 Compensation of the Manager.  As compensation to the Manager for the performance ofits services hereunder, the Issuer shall pay to the Manager an S&A Fee, an Operations Fee, anOverhaul Fee, an Incentive Management Fee and a payment for Reimbursable Expenses.  Subject to theterms and conditions of the Indenture, each of the S&A Fee (including any Excess S&A Expenses), theOperations Fee (including any Excess Operations Expenses), the Overhaul Fee, the IncentiveManagement Fee and the payment of Reimbursable Expenses shall be payable to the Manager from theTrust Account, to the extent monies are available for the payment thereof, in accordance withSections 302(c), (d) and (e) of the Indenture, as follows:          (a) on each Payment Date, an amount equal to the S&A Fee (including any Excess S&A Expenses),the Overhaul Fee, the Operations Fee (including any Excess Operations Expenses) and the IncentiveManagement Fee, in each case for the calendar month preceding the month in which such Payment Dateoccurs; and          (b) on each Payment Date, the amount of Reimbursable Expenses submitted by the Manager to theIssuer on or prior to the last day of the calendar month immediately preceding the month in whichsuch Payment Date occurs.
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     11.2 S&A Fee.          (a) The selling and administrative fee payable to EXLP as initial Manager for each CollectionPeriod (or any portion thereof) shall be the EXLP S&A Fee. The S&A Fee for any Manager other thanEXLP or any EXLP Affiliate shall be the amount calculated in accordance with the definitionthereof, subject to the adjustments and limitations contained therein and herein.          (b) So long as no Trigger Event shall have occurred and then be continuing, the S&A Fee Ratemay be recomputed by the Manager or any Replacement Manager and automatically adjusted each year onthe last day of the quarter following the Manager’s fiscal year end, to reflect the actual sellingand administrative costs incurred by the Manager in managing the EXLP Compressors during the mostrecently completed fiscal year. Any such adjustment shall be accompanied by a certification by theManager that any increase in the S&A Fee Rate reflects increases in selling and administrativecosts which are also being incurred in respect of the Other EXLP Compressors. The reasonableness ofthe amount of such cost increase will, at the request of any Entitled Party, be verified by a thirdparty consultant selected by the Requisite Global Majority and reasonably satisfactory to theManager.  Increases in the S&A Fee in excess of the levels permitted in the definition of the S&AFee shall be payable at a subordinated level in accordance with Sections 302(d) and (e) of theIndenture.  In addition to the adjustment set forth above, the S&A Fee Rate may be adjusted withthe prior consent of the Manager, the Issuer, and the Requisite Global Majority to reflect materialnon-recurring costs incurred in any fiscal year.          (c) The S&A Fee, as adjusted from time to time under **Section 11.2(b)**, is intended toinclude all direct selling and administrative costs and expenses relating to the performance of theManager’s services, duties and obligations under this Agreement but shall not include (x)Reimbursable Expenses, (y) the costs and expenses of the Manager in connection with itsindemnification obligations owing to any MA Indemnified Party, or (z) that portion of such directselling and administrative costs and expenses that would exceed the Owner Compressor SG&A Limit.     11.3 Operations Fee.          (a) The fee for operations payable to EXLP as initial Manager shall be the Operations Fee.          (b) So long as EXLP or one of its Affiliates is the Manager, the Operations Fee Rate shallautomatically adjust, on the next Determination Date after the filing by EXLP of its quarterlyreport, to reflect the “gross margin percentage”, as set forth in the most recent consolidatedfinancial statements of EXLP delivered pursuant to **Section 9.1(a)** hereof.  Increases in theOperations Fee in excess of the levels permitted in the definition of Operations Fee shall bepayable at a subordinated level in accordance with Sections 302(d) and (e) of the Indenture.  Inaddition to the adjustment set forth above, the Operations Fee Rate may be adjusted with the priorconsent of the Manager, the Issuer, and the Requisite Global Majority to reflect materialnon-recurring costs incurred in any year.
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          (c) The Operations Fee, as adjusted from time to time, is intended to include all directoperating costs and expenses relating to the performance of the Manager’s services, duties andobligations under this Agreement but shall not include (x) Reimbursable Expenses, (y) the costs andexpenses of the Manager in connection with its reimbursement, payment or indemnificationobligations owing to any MA Indemnified Party, and (z) that portion of such direct operating costsand expenses that exceeds the Cost of Sales Limit.     11.4 Incentive Management Fee.  In addition to the Operations Fee and the S&A Fee, theManager (whether the Manager is EXLP, any EXLP Affiliate or a Replacement Manager) shall beentitled to receive on each Payment Date an additional fee in an amount equal to the IncentiveManagement Fee.     11.5 Reimbursable Expenses.  To the extent not included in another fee category, theManager shall be separately compensated on each Payment Date during the term of this Agreement, inaccordance with the priorities established therefor in Sections 302(d) and (e) of the Indenture,for Reimbursable Expenses actually paid by the Manager (or paid on its behalf), during theimmediately preceding month. In addition to such Reimbursable Expenses, the Manager shall beentitled to be reimbursed for Manager Advances in accordance with the provisions of **Section8** hereof.12. MANAGER DEFAULT     12.1 Events or Conditions.  Any of the following events or conditions shall constitute aManager Default:          (a) The Manager shall fail to (i) deposit (or cause the deposit) to the Trust Account anydeposit required pursuant to **Section 7.1** hereof or any interim distributions or otheramounts required to be returned to the Trust Account pursuant to **Section 7.3** hereof,(ii) deliver any or all of the Monthly Tape, the Manager Report or the monthly Asset BaseCertificate on the dates specified in **Section 9.1** hereof or (iii) deposit to the PurchaseAccount or perform or observe the covenants contained in **Section 5.14** hereof, and in eachcase, such failure shall continue for three (3) Business Days after the date when due;          (b) The Manager shall fail to pay the Back-up Manager Fee when due;          (c) (i) with respect to EXLP or any EXLP Affiliate as the Manager, the Manager shall fail toperform or observe in any material respect any other covenant, condition, or agreement to beperformed or observed by it hereunder or under any Related Document (other than (x) thoseidentified in any other clause of this **Section 12.1** and (y) any such covenant, condition,or agreement that contains a specified numerical threshold or basket, in which case such covenant,condition or agreement shall be strictly performed or observed); or (ii) with respect to anyManager other than EXLP or any EXLP Affiliate, the Manager shall fail to perform or observe anyother covenant, condition, or agreement to be performed or observed by it under any RelatedDocument (other than those identified in any other clause of this **Section 12.1**), and suchfailure shall continue unremedied for a period of thirty (30) days after the earlier to occur of(i) receipt by the Manager of written notice thereof from the Issuer or the Indenture Trustee (atthe direction of the Requisite Global Majority) and (ii) the date on which any
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Responsible Officer of the Manager responsible for the management of  the Owner Compressorsshall have actual knowledge of such failure;          (d) Any representation or warranty made by the Manager in any of the Related Documents, or inany certificate delivered pursuant thereto, shall prove to be untrue in any material respect, andsuch misrepresentation or untrue warranty, if capable of cure, shall continue unremedied for aperiod of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of writtennotice thereof from the Issuer, the Indenture Trustee (acting at the direction of the RequisiteGlobal Majority) or any Series Enhancer and (y) the date on which any Responsible Officer of theManager shall have actual knowledge of such failure;          (e) The inaccuracies specified in the notice specified in **Section 9.1(k)** remainunremedied or uncured, by the Manager’s failure to provide an accurate Manager Report, for a periodof fifteen (15) days after the date such notice is required to be delivered;          (f) The Manager shall fail to deliver the notice specified in **Section 9.1(k)** withinthe time frame prescribed therein;          (g) The entry of a decree or order for relief by a court having jurisdiction in respect of theManager in any involuntary case under any applicable Insolvency Law, or other similar law now orhereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, orsequestrator (or other similar official) for the Manager or for any substantial part of itsproperties, or ordering the winding up or liquidation of its affairs and the continuance of anysuch decree or order unstayed and in effect for a period of sixty (60) consecutive days;          (h) The commencement by the Manager of a voluntary case under any applicable Insolvency Law,or other similar law now or hereafter in effect, or the consent by the Manager to the appointmentof or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (orother similar official) of the Manager or any substantial part of its properties, or the making bythe Manager of any general assignment for the benefit of creditors, or the inability or failure bythe Manager to pay its debts generally when due, or the taking of any action by the Manager infurtherance of any such action;          (i) The occurrence of either of the following:          (A) EXLP shall fail to pay any principal of, premium or interest on or any other amountpayable in respect of (x) any Debt that is outstanding under the Senior Secured Credit Agreement orany replacement thereof or (y) if the Senior Secured Credit Agreement has been terminated and notreplaced, any Debt in a principal or notional amount of at least $50,000,000 (either individuallyor in the aggregate), in each case when the same becomes due and payable (whether by scheduledmaturity, required prepayment, acceleration, demand or otherwise), and such failure shall continueafter the applicable grace period, if any, specified in such applicable agreement governing suchDebt and provided further that such payment default shall be determined without giving effect toany (i) extensions of applicable grace periods which in the aggregate exceed ten (10) Business Daysor (ii) waivers, amendments or forbearances which in the aggregate exceed ten (10) Business Days;or any other event (i.e., not involving a payment default) shall occur or condition shall existunder such applicable agreement governing such Debt and shall continue after the applicable graceperiod, if any, specified in any applicable
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agreement governing such Debt and provided further that any such event or condition shall bedetermined without giving effect to any (i) extensions of applicable grace periods which in theaggregate exceed thirty (30) days or (ii) waivers, amendments or forbearances which in theaggregate exceed thirty (30) days, if the effect of such event or condition is to accelerate, or topermit the acceleration of (regardless of whether such amounts are actually accelerated), thematurity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt tobecome due and payable prior to the stated maturity thereof; or          (B) EXLP shall fail to pay any principal of, premium or interest on or any other amountpayable in respect of any Debt in a principal or notional amount of at least $50,000,000 (eitherindividually or in the aggregate), in each case when the same becomes due and payable (whether byscheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shallcontinue after the applicable grace period, if any, specified in such applicable agreementgoverning such Debt and provided further that such payment default shall be determined withoutgiving effect to any (i) extensions of applicable grace periods which in the aggregate exceed ten(10) Business Days or (ii) waivers, amendments or forbearances which in the aggregate exceed ten(10) Business Days; or any other event (i.e., not involving a payment default) shall occur orcondition shall exist under such applicable agreement governing such Debt and shall continue afterthe applicable grace period, if any, specified in any applicable agreement governing such Debt andprovided further that any such event or condition shall be determined without giving effect to any(i) extensions of applicable grace periods which in the aggregate exceed thirty (30) days or(ii) waivers, amendments or forbearances which in the aggregate exceed thirty (30) days, if theeffect of such event or condition is to accelerate, or to permit the acceleration of (regardless ofwhether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, orto permit the holder thereof to cause, such Debt to become due and payable prior to the statedmaturity thereof;          (j) The occurrence of either of the following:          (A) Exterran shall fail to pay any principal of, premium or interest on or any other amountpayable in respect of any Indebtedness in a principal or notional amount of at least $75,000,000(either individually or in the aggregate), in each case when the same becomes due and payable(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and suchfailure shall continue after the applicable grace period, if any, specified in such applicableagreement governing such Indebtedness and provided further that such payment default shall bedetermined without giving effect to any (i) extensions of applicable grace periods which in theaggregate exceed ten (10) Business Days or (ii) waivers, amendments or forbearances which in theaggregate exceed ten (10) Business Days; or any other event (i.e., not involving a payment default)shall occur or condition shall exist under such applicable agreement governing such Indebtednessand shall continue after the applicable grace period, if any, specified in any applicable agreementgoverning such Indebtedness and provided further that any such event or condition shall bedetermined without giving effect to any (i) extensions of applicable grace periods which in theaggregate exceed thirty (30) days or (ii) waivers, amendments or forbearances which in theaggregate exceed thirty (30) days, if the effect of such event or condition is to accelerate, or topermit the acceleration of (regardless of whether such amounts are actually accelerated), thematurity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, suchIndebtedness to become due and payable prior to the stated maturity thereof; or
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          (B) Exterran shall fail to pay any principal of, premium or interest on or any other amountpayable in respect of any Indebtedness in a principal or notional amount of at least $75,000,000(either individually or in the aggregate), in each case when the same becomes due and payable(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and suchfailure shall continue after the applicable grace period, if any, specified in such applicableagreement governing such Indebtedness and provided further that such payment default shall bedetermined without giving effect to any (i) extensions of applicable grace periods which in theaggregate exceed ten (10) Business Days or (ii) waivers, amendments or forbearances which in theaggregate exceed ten (10) Business Days; or any other event (i.e., not involving a payment default)shall occur or condition shall exist under such applicable agreement governing such Indebtednessand shall continue after the applicable grace period, if any, specified in any applicable agreementgoverning such Indebtedness and provided further that any such event or condition shall bedetermined without giving effect to any (i) extensions of applicable grace periods which in theaggregate exceed thirty (30) days or (ii) waivers, amendments or forbearances which in theaggregate exceed thirty (30) days, if the effect of such event or condition is to accelerate, or topermit the acceleration of (regardless of whether such amounts are actually accelerated), thematurity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, suchDebt to become due and payable prior to the stated maturity thereof;          (k) (A) Exterran General Partner, L.P. ceases to be the sole general partner of EXLP, (B)Exterran ceases to own, directly or indirectly, a majority of the legal and beneficial ownershipand majority voting control of Exterran General Partner, L.P., or (C) any Person or “group”, withinthe meaning of Section 13(d) of the Exchange Act, not an Exterran Affiliate shall become the“beneficial owner”, as defined in Rule 13(d)3 under the Exchange Act, of shares representing morethan 50% of the aggregate voting power represented by the capital stock of Exterran;          (l) For any calendar month the Average Contract Rate for the Other EXLP Compressors exceedsthe Average Contract Rate for the Owner Compressors by ten percentage points (10%) or more;          (m) For any calendar month the Monthly Utilization Rate for the Other EXLP Compressors exceedsthe Monthly Utilization Rate for the Owner Compressors by fifteen percentage points (15%) or more;          (n) As of any Determination Date, the Run-time Credit Ratio exceeds five percent (5%);          (o) For so long as EXLP or any EXLP Affiliate is the Manager, the Manager shall fail toobserve or perform any of the covenants, agreements or obligations set forth in **Section 5.7**hereof (relating to the maintenance of insurance) and such failure shall continue unremedied for aperiod of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of writtennotice thereof from any of the Entitled Parties and (y) the date on which any Responsible Officerof the Manager shall have actual knowledge of such failure;
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          (p) For so long as EXLP or any EXLP Affiliate is the Manager, the Owner Compressors becomesubject to any Lien except for Permitted Encumbrances and the Manager fails to remove such Lienwithin ten (10) days;          (q) For so long as EXLP or any EXLP Affiliate is the Manager, (i) EXLP or such EXLP Affiliateshall fail to observe or perform any of its covenants or agreements set forth in Section 7(a)(i) ofthe Intercreditor Agreement and, if EXLP or such EXLP Affiliate is diligently attempting todetermine the proper allocation of the applicable unallocated amounts, such failure shall not becured within three (3) Business Days, or (ii) EXLP or such EXLP Affiliate shall be required to makeany deposit into the Lockbox Account pursuant to Section 7(b)(ii) of the Intercreditor Agreementand shall fail to make such deposit into such account on or prior to the date on which such depositis required to be made pursuant to such Section; or          (r) The Manager shall fail to deliver to the Indenture Trustee and the Deal Agent, within 60days following the Closing Date, a fully-executed counterpart of the Back-up Management Agreement.     12.2 Unpaid Outstanding Obligations.  If a Manager Default or an EXLP Group Event shallhave occurred and be continuing and the Outstanding Obligations have not been paid in full, then,the Indenture Trustee (acting at the written direction of the Requisite Global Majority) shall havethe right (and shall exercise such right as and when directed to do so by the Requisite GlobalMajority), in addition to any other rights or remedies that the Issuer or any of its respectiveassignees may have under any Applicable Law or in equity to:  (i) terminate this Agreement,(ii) appoint the Back-up Manager or another Replacement Manager selected by the Requisite GlobalMajority to manage the Owner Compressors, and/or (iii) exercise any other remedies available underthis Agreement, the Indenture and the other Related Documents.  In addition, EXLP hereby agreesthat if (a) a Manager Default shall have occurred and be continuing, a Manager Termination Noticeshall have been delivered to EXLP and the Outstanding Obligations have not been paid in full,(b) an EXLP Group Event shall have occurred and be continuing and the Outstanding Obligations havenot been paid in full, or (c) an Event of Default shall have occurred and be continuing, then theRequisite Global Majority (or the Indenture Trustee, the Manager or the Back-up Manager, as thecase may be, at the direction of the Requisite Global Majority) shall have the right to notify theUsers and any other Account Debtors of the Issuer and the Lessor, including, without limitation,any Person obligated to make payments pursuant to any User Contract, parties to the Contracts ofthe Issuer and the Lessor and obligors in respect of Instruments of the Issuer and the Lessor, that(x) the User Contracts, Accounts, Contracts and Instruments, and the right, title and interest ofthe Issuer, the Lessor and the Manager on behalf of the Issuer and the Lessor in and under suchUser Contracts, Accounts, Contracts and Instruments, have been assigned to the Indenture Trustee,and (y) payments in respect of such User Contracts, Accounts, Contracts and Instruments shall bemade directly to the ABS Lockbox Account for the benefit of the Indenture Trustee, and theIndenture Trustee (at the direction of the Requisite Global Majority), or such other Personspecified pursuant to the terms hereof, may communicate with such Users and other Account Debtors,parties to such Contracts and obligors in respect of such Instruments to verify with such parties,to the Indenture Trustee’s and Requisite Global Majority’s satisfaction, the existence, amount andterms of such Accounts, Contracts and Instruments.  The Issuer shall direct the Indenture Trusteeto give notice in writing to the Rating Agencies and the Back-up Manager of any such ManagerDefault. Notwithstanding anything contained herein to the contrary, this Agreement shall continuein full
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force and effect with respect to each Owner Compressor, and the Manager shall continue to managesuch Owner Compressors pursuant to the terms and conditions of this Agreement, until the ManagementReplacement Date.     12.3 Appointment of Back-up Manager or Replacement Manager.  Upon the appointment of theBack-Up Manager or other Replacement Manager as the Manager, the Manager shall cooperate with theIssuer or their assignees, the Indenture Trustee and each Series Enhancer in transferring to theBack-up Manager or other Replacement Manager the management of the Owner Compressors, including,but not limited to, making available all books and records (including data contained in theManager’s computer) pertaining to such Owner Compressors, providing access to, and cooperating inthe transfer of, information pertaining to such Owner Compressors from the Manager’s computersystem to the Back-up Manager’s, other Replacement Manager’s or its designee’s system, and takingany other action as may be reasonably requested by the Issuer or its assignee to ensure the orderlyassumption of management of such Owner Compressors by the Back-up Manager or other ReplacementManager.  Notwithstanding the foregoing, in no event shall the Manager be required to, and the DealAgent shall not, deliver or disclose to any Replacement Manager any information, data, document oragreement which is proprietary to the Manager and not relevant to the duties of such ReplacementManager.     12.4 Rights of User.  In no event shall the Manager be required to act in any mannerinconsistent with the rights of any User under any User Contract to which an Owner Compressor isthen subject.     12.5 Termination.  Termination of this Agreement with respect to any Manager shall bewithout prejudice to the rights and obligations of the parties which have accrued prior to suchtermination; provided, however, that any amount then due to the Manager shall be reduced by thereasonable and necessary out-of-pocket costs incurred by the Issuer (excluding Management Fees andany other costs incurred within the ordinary scope of management and operation of the OwnerCompressors that are no longer subject to this Agreement) in connection with the removal andreplacement of the Manager as the manager of the Owner Compressors; provided, further, however,that all obligations of the parties hereto to pay any fees to the then current Manager hereundershall cease upon the occurrence of the Management Replacement Date with respect to such Manager(other than fees accrued through such Management Replacement Date).     12.6 Issuer’s Duties.  The Issuer shall give notice to the Rating Agencies, if any, in theevent of a removal or replacement of the Manager or a termination of this Agreement.13. NO PARTNERSHIP     The parties hereto also expressly recognize and acknowledge that this Agreement is notintended to create a partnership, joint venture or other entity among any of the Issuer and theManager, and is intended only to provide a sharing of specified income and expenses attributable tooperating, maintaining and managing the Owner Compressors and providing contract compressionservices pursuant to the User Contracts.
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14. NO FORCE MAJEURE     The Issuer’s, the Lessor’s and the Manager’s obligations under this Agreement areunconditional and shall not be subject to suspension, delay or interruption on account of theoccurrence of any event, whether or not such event is beyond its control.15. CURRENCY/BUSINESS DAY     15.1 US Currency.  All sums payable under this Agreement shall be paid in US Dollars.     15.2 Payment Date.  Notwithstanding anything to the contrary contained herein, if any dateon which a payment becomes due hereunder is not a Business Day, then such payment may be made onthe next succeeding Business Day with the same force and effect as if made on such scheduled date.16. INDEMNIFICATION     16.1 Issuer.  The Issuer shall defend, indemnify and hold the Manager (and the Back-upManager or any Replacement Manager, after a Management Replacement Date) harmless from and againstany and all Claims incurred by or asserted against the Manager to the extent resulting or arisingfrom the Issuer’s failure to comply with or perform its obligations under this Agreement, exceptfor Claims which arise out of the Manager’s willful misconduct, negligence or failure to complywith or perform its obligations under this Agreement.  The Manager subordinates its claims againstthe Issuer under this **Section 16.1** to all claims which have priority in payment underSections 302(d) and (e) of the Indenture, and further agrees that any such claims shall (i) benon-recourse to the Issuer, (ii) only be payable at the times and in the amounts for which fundsare available for such purpose pursuant to Sections 302(d) and (e) of the Indenture and (iii) notconstitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer.     16.2 EXLP.  EXLP agrees to, and hereby does, indemnify and hold harmless each EntitledParty and their respective officers, directors, employees and agents (each of the foregoing, an“**MA Indemnified Party**”) against any and all “Claims” (as defined in the Bankruptcy Code)(including costs of defense and legal fees and expenses) which may be incurred or suffered by suchMA Indemnified Party (except to the extent caused by the gross negligence or willful misconduct ofsuch MA Indemnified Party) as a result of claims, actions, suits or judgments asserted or imposedagainst such MA Indemnified Party and arising out of (i) any action or inaction by the Manager(including the Back-up Manager or any Replacement Manager) that is contrary to the terms of thisAgreement, (ii) a material breach by the Manager (including the Back-up Manager or any ReplacementManager) of its representations and covenants set forth in this Agreement, (iii) any informationcertified in any schedule or report delivered by the Manager (including the Back-up Manager or anyReplacement Manager), being untrue in any material respect as of the date of such certification, or(iv) the use or operation of the Owner Compressors; provided that the foregoing indemnity shall inno way be deemed to impose on EXLP any obligation to reimburse an MA Indemnified Party for lossesarising solely from the financial inability of the related User with respect to a User Contract tomake contract and other service-related payments.
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     16.3 Survival.  The obligations of EXLP (or any EXLP Affiliate acting as the Manager) andthe Issuer under this **Section 16** shall survive the resignation or removal of the Managerand the termination of this Agreement.17. NO BANKRUPTCY PETITION AGAINST THE ISSUER OR THE LESSOR     Neither the Manager nor any Replacement Manager will, prior to the date that is one (1) yearand one (1) day after the payment in full of all Outstanding Obligations, institute against theIssuer, or join any other Person in instituting an Insolvency Proceeding against the Issuer or theLessor. This **Section 17** shall survive the termination of this Agreement.18. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE LESSOR     Each of the Issuer and the Lessor hereby makes the following representations and warrantiesfor the benefit of each Entitled Party, which representations and warranties are made as of theClosing Date (unless otherwise indicated).     18.1 Organization and Good Standing.  It is duly organized, validly existing and in goodstanding, under the laws of the State of Delaware with the requisite power and authority to own itsproperties and to conduct its business as such properties are currently owned and such business iscurrently conducted, had at all relevant times, and now has, power, authority, and legal right toperform its obligations under this Agreement, and does not conduct business under any other name.     18.2 Due Qualification.  It is qualified to transact business in each jurisdiction and hasobtained all necessary licenses and approvals as required under Applicable Law, in each case, wherethe failure to be so qualified, licensed or approved, could reasonably be expected to materiallyand adversely affect (x) its ability to perform its obligations under and comply with the terms ofthis Agreement or (y) the rights and remedies of the Manager hereunder.     18.3 Power and Authority.  It has the requisite power and authority to execute and deliverthis Agreement and to carry out its terms.  The execution, delivery, and performance of thisAgreement by it and all of its obligations hereunder have been duly authorized by all necessaryaction, and this Agreement has been duly executed and delivered by it.     18.4 Enforceable Obligations.  This Agreement, when duly executed and delivered by it, willconstitute a legal, valid, and binding obligation of it, enforceable against it in accordance withits terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency,moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally and togeneral principles of equity (regardless of whether enforcement is sought in a proceeding in equityor at law).     18.5 No Violation.  The execution and delivery of this Agreement and the consummation ofthe transactions contemplated by and the fulfillment of the terms of this Agreement and the RelatedDocuments to which the Issuer or the Lessor is a party will not contravene or conflict with any ofthe terms and provisions of, result in any breach of any of the terms and provisions of, orconstitute (with or without notice or lapse of time or both) a default under, the certificate ofincorporation and by-laws of the Issuer or the Lessor or any material term of any indenture,agreement, mortgage, deed of trust, or other instrument to which the
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Issuer or the Lessor is a party or by which it or its property or any assets is bound, or result inthe creation or imposition of any Lien upon any of its properties pursuant to the terms of any suchindenture, agreement, mortgage, deed of trust, or other instrument, other than this Agreement andthe Indenture, or violate any Applicable Law applicable to the Issuer or the Lessor.     18.6 No Proceedings or Injunctions.  There are (i) no litigations, proceedings orinvestigations pending, or, to its knowledge, threatened, before any court, regulatory body,administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity ofthis Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated bythis Agreement, or (C) seeking any determination or ruling that could reasonably be expected tomaterially and adversely affect the performance of its obligations under, or the validity orenforceability of, this Agreement and (ii) no injunctions, writs, restraining orders or otherorders in effect against it that would adversely affect its ability to perform under thisAgreement.     18.7 Compliance with Law.  It:     (i) is not in violation of any Applicable Laws to which it is subject, theviolation of which could reasonably be expected to materially and adversely affectthe ability of the Issuer or the Lessor to perform its obligations under and complywith the terms of this Agreement and any other Related Document to which it is aparty;     (ii) has not failed to obtain any licenses, permits, franchises or othergovernmental authorizations which failure could reasonably be expected to materiallyand adversely affect the ownership of its property or the conduct of its businessincluding, without limitation, with respect to transactions contemplated by thisAgreement and the other Related Documents to which it is a party; and     (iii) is not in violation in any respect of any term of its OrganizationalDocuments or any agreement (including any User Contract) or other instrument towhich it is a party or by which it may be bound, which violation, individually or inthe aggregate, could reasonably be expected to materially and adversely affect thebusiness or condition (financial or otherwise) of the Issuer or the Lessorindividually or the Issuer and its Subsidiaries taken as a whole, or the interest ofthe Noteholders or any Series Enhancer in any Contributed Asset;     18.8 Principal Place of Business; Operations in the United States.  The principal place ofbusiness and chief executive office of  the Issuer and of the Lessor is at 16666 Northchase Drive,Houston, Texas 77060 and has been maintained at such address since its formation.     18.9 Approvals.  All approvals, authorizations, consents, orders or other actions of anyPerson required to be obtained by it in connection with the execution and delivery of thisAgreement have been or will be taken or obtained on or prior to the Closing Date.     18.10 Governmental Consent.  No consent, approval or authorization of, or filing,registration or qualification with, any Governmental Authority is or will be necessary or requiredon its part in connection with the execution and delivery of this Agreement, except for any such
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consents, approvals and authorizations that have been obtained, and all filings, registrations andqualifications that have been made, on or prior to the Closing Date.     18.11 Ordinary Course.  The transactions contemplated by this Agreement are beingconsummated in furtherance of its ordinary business purposes and constitute a practical andreasonable course of action by it designed to improve its financial position, with no contemplationof insolvency and with no intent to hinder, delay or defraud any of its present or futurecreditors.     18.12 Taxes.  It has filed or caused to be filed all tax returns which, to its knowledge,are required to be filed by the Issuer or the Lessor.  All Taxes against the Issuer or the Lessoror their property which have become due have been paid (other than any amount of Taxes the validityof which is currently being contested in good faith by appropriate proceedings and with respect towhich reserves in accordance with GAAP have been provided on the books of the Issuer or the Lessoror other appropriate provisions therefor as may be required by GAAP have been made), and no taxLien other than as would constitute a Permitted Encumbrance has been filed against the Issuer orthe Lessor or their property and, to its knowledge, no Claim is being asserted, with respect to anysuch Taxes.19. REPRESENTATIONS AND WARRANTIES OF THE MANAGER     The Manager hereby makes the following representations and warranties for the benefit of eachEntitled Party, which representations and warranties are made as of the Closing Date (unlessotherwise indicated).     19.1 Organization and Good Standing.  It is duly organized, validly existing and in goodstanding and in compliance under the laws of its State of organization, with the requisite powerand authority to own its properties and to conduct its business as such properties are currentlyowned and such business is currently conducted, had at all relevant times, and now has, power,authority, and legal right to perform its obligations under this Agreement, and does not conductbusiness under any other name.     19.2 Due Qualification.  It is qualified to transact business in each jurisdiction and hasobtained all necessary licenses and approvals as required under Applicable Law, in each case, wherethe failure to be so qualified, licensed or approved, could reasonably be expected to materiallyand adversely affect (x) its ability to perform its obligations under and comply with the terms ofthis Agreement or (y) the rights and remedies of the Issuer hereunder.     19.3 Power and Authority.  It has the requisite power and authority to execute and deliverthis Agreement and to carry out its terms.  The execution, delivery, and performance of thisAgreement by it and all of its obligations hereunder has been duly authorized by all necessaryaction, and this Agreement has been duly executed and delivered by it.     19.4 Enforceable Obligations.  This Agreement, when duly executed and delivered by it, willconstitute a legal, valid, and binding obligation of it, enforceable against it in accordance withits terms subject as to enforceability to applicable bankruptcy, reorganization, insolvency,moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally and togeneral principles of equity (regardless of whether enforcement is sought in a proceeding in equityor at law).
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     19.5 No Violation.  The execution and delivery of this Agreement and the consummation ofthe transactions contemplated by and the fulfillment of the terms of this Agreement and the RelatedDocuments to which the Manager is a party will not contravene or conflict with any of the terms andprovisions of, result in any breach of any of the terms and provisions of, or constitute (with orwithout notice or lapse of time or both) a default under, the certificate of incorporation andby-laws of the Manager, or any material term of any indenture, agreement, mortgage, deed of trust,or other instrument to which the Manager is a party or by which it or its property or assets isbound, or result in the creation or imposition of any Lien upon any of its properties pursuant tothe terms of any such indenture, agreement, mortgage, deed of trust, or other instrument, otherthan this Agreement and the Indenture, or violate any Applicable Law applicable to the Manager.     19.6 No Proceedings or Injunctions.  There are (i) no litigations, proceedings orinvestigations pending, or, to its knowledge, threatened, before any court, regulatory body,administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity ofthis Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated bythis Agreement, or (C) seeking any determination or ruling that could reasonably be expected tomaterially and adversely affect the performance of its obligations under, or the validity orenforceability of, this Agreement and (ii) no injunctions, writs, restraining orders or otherorders in effect against it that would adversely affect its ability to perform under thisAgreement.     19.7 Compliance with Law.     The Manager:     (i) is not in violation of any Applicable Laws to which it is subject, theviolation of which could reasonably be expected to materially and adversely affectthe ability of the Manager to perform its obligations under and comply with theterms of this Agreement and any other Related Document to which it is a party;     (ii) has not failed to obtain any licenses, permits, franchises or othergovernmental authorizations which failure could reasonably be expected to materiallyand adversely affect the ownership of its property or the conduct of its businessincluding, without limitation, with respect to transactions contemplated by thisAgreement and the other Related Documents to which it is a party; and     (iii) is not in violation in any respect of any term of any agreement(including any User Contract), certificate of incorporation, by-law or otherinstrument to which it is a party or by which it may be bound, which violation,individually or in the aggregate, could reasonably be expected to materially andadversely affect the business or condition (financial or otherwise) of the Managerindividually, or the Manager and its Subsidiaries taken as a whole, or the interestof the Noteholders or any Series Enhancer in any Contributed Asset;     19.8 Principal Place of Business; Operations in the United States.  Its principal place ofbusiness and chief executive office is at 16666 Northchase Drive, Houston, Texas 77060 and has
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been maintained at such address or formerly at 4444 Brittmoore Road, Houston, Texas 77041 sinceits formation.     19.9 Approvals.  All approvals, authorizations, consents, orders or other actions of anyPerson required to be obtained by it in connection with the execution and delivery of thisAgreement have been or will be taken or obtained on or prior to the Closing Date.     19.10 Governmental Consent.  No consent, approval or authorization of, or filing,registration or qualification with, any Governmental Authority is or will be necessary or requiredon its part in connection with the execution and delivery of this Agreement, except for any suchconsents, approvals and authorizations that have been obtained, and all filings, registrations andqualifications that have been made, on or prior to the Closing Date.     19.11 Ordinary Course.  The transactions contemplated by this Agreement are beingconsummated in furtherance of its ordinary business purposes and constitute a practical andreasonable course of action by it designed to improve its financial position, with no contemplationof insolvency and with no intent to hinder, delay or defraud any of its present or futurecreditors.     19.12 Identification Marks.  The Manager shall use its best efforts to cause, within oneninety (90) days after the Closing Date, and at all times thereafter, to be affixed and shall keepand maintain, prominently displayed on each Owner Compressor acquired by the Issuer or the Lessoron the Closing Date or thereafter, a sticker with the phrase “This Equipment is owned by Exterranor an Affiliated Company and is subject to a security interest in favor of a financial institutionand a sale or other disposition of this Equipment may violate the rights of such financialinstitution. For more information, call Vice President Finance and Treasury at 281-836-7000, withappropriate changes thereto specified by the Requisite Global Majority as may be required byApplicable Law in order to provide notice that the Owner Compressors serve as collateral for afinancing arrangement. The Manager shall not allow any inconsistent sticker on any of the OwnerCompressors.     19.13 Taxes.  It has filed or caused to be filed all tax returns which, to its knowledge,are required to be filed by the Manager.  All Taxes against the Manager or any of its propertywhich have become due have been paid (other than any amount of Taxes the validity of which iscurrently being contested in good faith by appropriate proceedings and with respect to whichreserves in accordance with GAAP have been provided on the books of the  Manager or otherappropriate provisions therefor as may be required by GAAP have been made), and no tax Lien otherthan as would constitute a Permitted Encumbrance has been filed against the Manager or its propertyand, to its knowledge, no Claim is being asserted, with respect to any such Taxes.     19.14 Omnibus Agreement. A true, complete and correct copy of the Omnibus Agreement isattached as Schedule 19.14 hereto.20. GENERAL     20.1 Notices. All demands, notices and communications hereunder shall be made in writing,personally delivered, by e-mail or by facsimile, or sent by internationally recognized overnightcourier service, to the following addresses and facsimile numbers:
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     To the Manager: