Common use of Disputed Allocations Clause in Contracts

Disputed Allocations. (i) In the event that the Indenture Trustee (acting at the direction of the Requisite Global Majority) disputes the allocation of any Allocated Collections in good faith (any such disputed allocation of Collections, collectively, the “Disputed Allocations”), then in such event the Indenture Trustee (at the direction of the Requisite Global Majority or as otherwise provided in the Letter Agreement) may appoint the Securitization Accountants to examine, at such times and in such manner as set forth in the second sentence of Section 1 of the Letter Agreement, the books and records of UCI which constitute the basis for properly allocating such Disputed Allocations, including, without limitation, all User Contracts and related invoices in respect thereof, and such Securitization Accountants shall cooperate with the UCI Accountants (and UCI hereby agrees that it shall direct the UCI Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of such Disputed Allocations and the Bank Agent shall have the right to have its representatives present during all such calls and meetings and UCI shall cause the Bank Agent to be contemporaneously copied on all written information regarding the determination of such Disputed Allocations in each case; provided, however, that if the UCI Accountants and the Securitization Accountants are not able to agree on the allocation of such Disputed Allocations within five (5) Business Days, then UCI (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority), within one (1) Business Day after such five (5) Business Day period expires, shall appoint the Allocation Accounting Firm to determine the proper allocation of such Disputed Allocations. The determination of such Allocation Accounting Firm shall be final and binding upon UCI, the Bank Agent, the Other UCI Lenders, the Indenture Trustee and the Requisite Global Majority. UCI shall allocate all Disputed Allocations (i) as mutually agreed by the UCI Accountants and the Securitization Accountants or (ii) as determined by the Allocation Accounting Firm pursuant to this Section 7(c), as applicable, and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made. All fees, costs and expenses of the Securitization Accountants and the Allocation Accounting Firm under this Section 7(c) shall be paid in accordance with the Letter Agreement.

Disputed Allocations. (i) In the event that the Indenture Trustee (acting at the direction of the Requisite Global Majority) disputes the allocation of any Allocated Collections in good faith (any such disputed allocation of Collections, collectively, the “Disputed Allocations”), then in such event the Indenture Trustee (at the direction of the Requisite Global Majority or as otherwise provided in the Letter AgreementIndenture or pursuant to any Supplement thereto) may appoint the Securitization Accountants to examine, at such times and in such manner as set forth in the second sentence of Section 1 of the Letter Agreementfrom time to time, the books and records of UCI EESLP which constitute the basis for properly allocating such Disputed Allocations, including, without limitation, all User Contracts and related invoices in respect thereof, and such Securitization Accountants shall cooperate with the UCI EESLP Accountants (and UCI EESLP hereby agrees that it shall direct the UCI EESLP Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of such Disputed Allocations and the Bank Agent shall have the right to have its representatives present during all such calls and meetings and UCI EESLP shall cause the Bank Agent to be contemporaneously copied on all written information regarding the determination of such Disputed Allocations in each case; provided, however, that if the UCI EESLP Accountants and the Securitization Accountants are not able to agree on the allocation of such Disputed Allocations within five (5) Business Days, then UCI EESLP (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority), within one (1) Business Day after such five (5) Business Day period expires, shall appoint the Allocation Accounting Firm to determine the proper allocation of such Disputed Allocations. The determination of such Allocation Accounting Firm Fxxx shall be final and binding upon UCIEESLP, the Bank Agent, the Other UCI Exterran Lenders, the Indenture Trustee and the Requisite Global Majority. UCI EESLP shall allocate all Disputed Allocations (i) as mutually agreed by the UCI EESLP Accountants and the Securitization Accountants or (ii) as determined by the Allocation Accounting Firm pursuant to this Section 7(c), as applicable, and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made. All fees, costs and expenses of the Securitization Accountants and the Allocation Accounting Firm under this Section 7(c) shall be paid in accordance with the Letter Agreement.

Disputed Allocations. (i) In the event that the Indenture Trustee (acting at the direction of the Requisite Global Majority) disputes the allocation of any Allocated Collections in good faith (any such disputed allocation of Collections, collectively, the “Disputed Allocations”), then in such event the Indenture Trustee (at the direction of the Requisite Global Majority or as otherwise provided in the Letter AgreementIndenture or pursuant to any Supplement thereto) may appoint the Securitization Accountants to examine, at such times and in such manner as set forth in the second sentence of Section 1 of the Letter Agreementfrom time to time, the books and records of UCI EI which constitute the basis for properly allocating such Disputed Allocations, including, without limitation, all User Contracts and related invoices in respect thereof, and such Securitization Accountants shall cooperate with the UCI EI Accountants (and UCI EI hereby agrees that it shall direct the UCI EI Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of such Disputed Allocations and the Bank Agent shall have the right to have its representatives present during all such calls and meetings and UCI EI shall cause the Bank Agent to be contemporaneously copied on all written information regarding the determination of such Disputed Allocations in each case; provided, however, that if the UCI EI Accountants and the Securitization Accountants are not able to agree on the allocation of such Disputed Allocations within five (5) Business Days, then UCI EI (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority), within one (1) Business Day after such five (5) Business Day period expires, shall appoint the Allocation Accounting Firm to determine the proper allocation of such Disputed Allocations. The determination of such Allocation Accounting Firm Fxxx shall be final and binding upon UCIEI, the Bank Agent, the Other UCI Exterran Lenders, the Indenture Trustee and the Requisite Global Majority. UCI EI shall allocate all Disputed Allocations (i) as mutually agreed by the UCI EI Accountants and the Securitization Accountants or (ii) as determined by the Allocation Accounting Firm pursuant to this Section 7(c), as applicable, and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made. All fees, costs and expenses of the Securitization Accountants and the Allocation Accounting Firm under this Section 7(c) shall be paid in accordance with the Letter Agreement.

Disputed Allocations. (i) In the event that the Indenture Trustee (acting at the direction of the Requisite Global Majority) disputes the allocation of any Allocated Collections in good faith (any such disputed allocation of Collections, collectively, the “Disputed Allocations”), then in such event the Indenture Trustee (at the direction of the Requisite Global Majority or as otherwise provided in the Letter AgreementIndenture or pursuant to any Supplement thereto) may appoint the Securitization Accountants to examine, at such times and in such manner as set forth in the second sentence of Section 1 of the Letter Agreementfrom time to time, the books and records of UCI EXLP which constitute the basis for properly allocating such Disputed Allocations, including, without limitation, all User Contracts and related invoices in respect thereof, and such Securitization Accountants shall cooperate with the UCI EXLP Accountants (and UCI EXLP hereby agrees that it shall direct the UCI EXLP Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of such Disputed Allocations and the Bank Agent shall have the right to have its representatives present during all such calls and meetings and UCI EXLP shall cause the Bank Agent to be contemporaneously copied on all written information regarding the determination of such Disputed Allocations in each case; provided, however, that if the UCI EXLP Accountants and the Securitization Accountants are not able to agree on the allocation of such Disputed Allocations within five (5) Business Days, then UCI EXLP (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global Majority), within one (1) Business Day after such five (5) Business Day period expires, shall appoint the Allocation Accounting Firm to determine the proper allocation of such Disputed Allocations. The determination of such Allocation Accounting Firm shall be final and binding upon UCIEXLP, the Bank Agent, the Other UCI Bank Lenders, the Indenture Trustee and the Requisite Global Majority. UCI EXLP shall allocate all Disputed Allocations (i) as mutually agreed by the UCI EXLP Accountants and the Securitization Accountants or (ii) as determined by the Allocation Accounting Firm pursuant to this Section 7(c), as applicable, and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made. All fees, costs and expenses of the Securitization Accountants and the Allocation Accounting Firm under this Section 7(c) shall be paid in accordance with the Letter Agreement.

Disputed Allocations. (i) In the event that the Indenture Trustee (acting at the direction of the Requisite Global MajorityControl Party) disputes the allocation of any Allocated Collections in good faith (any such disputed allocation of Collections, collectively, the “"Disputed Allocations”"), then in such event the Indenture Trustee (at the direction of the Requisite Global Majority or Control Party) may, at such times as otherwise provided set forth in the Letter Agreement) may Agreement and with reasonable prior notice to Universal, appoint the Securitization Accountants to examine, at such times and in such manner as set forth in the second sentence of Section 1 of the Letter Agreement, examine the books and records of UCI Universal which constitute the basis for properly allocating such Disputed Allocations, including, without limitation, all User Contracts Leases and related invoices in respect thereof, and such Securitization Accountants shall cooperate with the UCI Universal Accountants (and UCI Universal hereby agrees that it shall direct the UCI Universal Accountants to cooperate with the Securitization Accountants so appointed by the Indenture Trustee) to determine the allocation of such Disputed Allocations and the Bank Agent shall have the right to have its representatives present during all such calls and meetings and UCI Universal shall cause the Bank Agent to be contemporaneously copied on all written information regarding the determination of such Disputed Allocations in each case; provided, however, that if the UCI Universal Accountants and the Securitization Accountants are not able to agree on the allocation of such Disputed Allocations within five (5) Business Days, then UCI Universal (with the written approval of the Bank Agent, which approval shall not be unreasonably withheld or delayed) and the Indenture Trustee (at the direction of the Requisite Global MajorityControl Party), within one (1) Business Day after such five (5) Business Day period expires, shall appoint the Allocation Accounting Firm to determine the proper allocation of such Disputed Allocations. The determination of such Allocation Accounting Firm shall be final and binding upon UCIUniversal, the Bank Agent, the Other UCI Lenders, the Indenture Trustee and the Requisite Global MajorityControl Party. UCI Universal shall allocate all Disputed Allocations (i) as mutually agreed by the UCI Universal Accountants and the Securitization Accountants or (ii) as determined by the Allocation Accounting Firm pursuant to this Section 7(c), as applicable, and in each case provide written notice thereof (which notice may be made by facsimile or electronic mail) to the Indenture Trustee and the Bank Agent prior to the close of business on the day on which such allocations are made. All fees, costs and expenses of the Securitization Accountants and the Allocation Accounting Firm under this Section 7(c) shall be paid in accordance with the Letter Agreement.