Events or Conditions. Any of the following events or conditions shall constitute a Manager Default: (a) The Manager shall fail to (i) deposit (or cause the deposit) to the Trust Account any deposit required pursuant to Section 7.1 hereof or any interim distributions or other amounts 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 Base Certificate on the dates specified in Section 9.1 hereof or (iii) deposit to the Purchase Account or perform or observe the covenants contained in Section 5.14 hereof, and in each case, 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; (i) with respect to EXLP or any EXLP Affiliate as the Manager, the Manager shall fail to perform or observe in any material respect any other covenant, condition, or agreement to be performed or observed by it hereunder or under any Related Document (other than (x) those identified 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 any Manager other than EXLP or any EXLP Affiliate, the Manager shall fail to perform or observe any other covenant, condition, or agreement to be performed or observed by it under any Related Document (other than those identified in any other clause of this Section 12.1), and such failure 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 (at the direction of the Requisite Global Majority) and (ii) the date on which any Responsible Officer of the Manager responsible for the management of the Owner Compressors shall have actual knowledge of such failure; (d) Any representation or warranty made by the Manager in any of the Related Documents, or in any certificate delivered pursuant thereto, shall prove to be untrue in any material respect, and such misrepresentation or untrue warranty, if capable of cure, shall continue unremedied for a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from the Issuer, the Indenture Trustee (acting at the direction of the Requisite Global Majority) or any Series Enhancer and (y) the date on which any Responsible Officer of the Manager shall have actual knowledge of such failure; (e) The inaccuracies specified in the notice specified in Section 9.1(k) remain unremedied or uncured, by the Manager’s failure to provide an accurate Manager Report, for a period of 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) within the time frame prescribed therein; (g) The entry of a decree or order for relief by a court having jurisdiction in respect of the Manager in any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Manager or for any substantial part of its properties, or ordering the winding up or liquidation of its affairs and the continuance of any such 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 appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the Manager or any substantial part of its properties, or the making by the Manager of any general assignment for the benefit of creditors, or the inability or failure by the Manager to pay its debts generally when due, or the taking of any action by the Manager in furtherance 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 amount payable in respect of (x) any Debt that is outstanding under the Senior Secured Credit Agreement or any replacement thereof or (y) if the Senior Secured Credit Agreement has been terminated and not replaced, any Debt in a principal or notional amount of at least $50,000,000 (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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Debt and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Debt and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Debt and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become 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 amount payable in respect of any Debt in a principal or notional amount of at least $50,000,000 (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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Debt and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Debt and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Debt and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable prior to the stated maturity 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 amount payable 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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Indebtedness and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Indebtedness and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Indebtedness and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to become due and payable prior to the stated maturity thereof; or (B) Exterran shall fail to pay any principal of, premium or interest on or any other amount payable 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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Indebtedness and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Indebtedness and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Indebtedness and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable prior to the stated maturity thereof; (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 ownership and majority voting control of Exterran General Partner, L.P., or (C) any Person or “group”, within the 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 more than 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 exceeds the 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 exceeds the 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 to observe 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 a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from any of the Entitled Parties and (y) the date on which any Responsible Officer of the Manager shall have actual knowledge of such failure; (p) For so long as EXLP or any EXLP Affiliate is the Manager, the Owner Compressors become subject to any Lien except for Permitted Encumbrances and the Manager fails to remove such Lien within ten (10) days; (q) For so long as EXLP or any EXLP Affiliate is the Manager, (i) EXLP or such EXLP Affiliate shall fail to observe or perform any of its covenants or agreements set forth in Section 7(a)(i) of the Intercreditor Agreement and, if EXLP or such EXLP Affiliate is diligently attempting to determine the proper allocation of the applicable unallocated amounts, such failure shall not be cured within three (3) Business Days, or (ii) EXLP or such EXLP Affiliate shall be required to make any deposit into the Lockbox Account pursuant to Section 7(b)(ii) of the Intercreditor Agreement and shall fail to make such deposit into such account on or prior to the date on which such deposit is 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 60 days following the Closing Date, a fully-executed counterpart of the Back-up Management Agreement.
Appears in 2 contracts
Samples: Management Agreement (Exterran Partners, L.P.), Management Agreement (Exterran Partners, L.P.)
Events or Conditions. Any of the following events or conditions shall constitute a Manager Default:
(a) The Manager shall fail to (i) deposit (or cause the deposit) to the Trust Account any deposit required pursuant to Section 7.1 hereof or any interim distributions or other amounts required to be returned to the Trust Account pursuant to Section 7.3 7.2 hereof, or (ii) deliver any either or all both of the Monthly Tape, the Manager Report or the monthly Asset Base Certificate on the dates specified in Section 9.1 hereof hereof, or (iii) deliver the Monthly Tape, or (iv) deposit to the Purchase Account or perform or observe the covenants contained in Section 5.14 hereof, and in each case, 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;
(i) with respect to EXLP UCI or any EXLP Universal Affiliate as the ManagerManager or as the Contributor, the Manager shall fail to perform or observe in any material respect any other covenant, condition, or agreement to be performed or observed by it hereunder or under any Related Document (other than (x) those identified 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 any Manager other than EXLP UCI or any EXLP Universal Affiliate, the Manager shall fail to perform or observe any other covenant, condition, or agreement to be performed or observed by it under any Related Document (other than those identified in any other clause of this Section 12.1), and such failure 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 (at the direction of the Requisite Global Majority) and (ii) the date on which any Responsible Officer of the Manager responsible for the management of the Owner Compressors shall have actual knowledge of such failure;
(d) Any representation or warranty made by the Manager in any of the Related Documents, or in any certificate delivered pursuant thereto, shall prove to be untrue in any material respect, and such misrepresentation or untrue warranty, if capable of cure, shall continue unremedied for a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from the Issuer, the Indenture Trustee (acting at the direction of the Requisite Global Majority) or any Series Enhancer and (y) the date on which any Responsible Officer of the Manager shall have actual knowledge of such failure;
(e) The inaccuracies specified in the notice specified in Section 9.1(k) remain unremedied or uncured, by the Manager’s failure to provide an accurate Manager Report, for a period of 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) within the time frame prescribed therein;
(g) The entry of a decree or order for relief by a court having jurisdiction in respect of the Manager in any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Manager or for any substantial part of its properties, or ordering the winding up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 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 appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the Manager or any substantial part of its properties, or the making by the Manager of any general assignment for the benefit of creditors, or the inability or failure by the Manager to pay its debts generally when due, or the taking of any action by the Manager in furtherance of any such action;
(i) The occurrence of either of the following:
(A) EXLP UCI shall fail to pay any principal of, premium or interest on or any other amount payable in respect of (x) any Debt that is outstanding under the Senior Secured Credit Agreement or any replacement thereof or (y) if the Senior Secured Credit Agreement has been terminated and not replaced, any Debt in a principal or notional amount of at least $50,000,000 35,000,000 for the first three (either individually or in 3) fiscal years from the aggregate), in each case when the same becomes due Closing Date and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Debt and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Debt and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Debt and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become 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 amount payable in respect of any Debt in a principal or notional amount of at least $50,000,000 75,000,000 thereafter (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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Debt and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Debt and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Debt and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable prior to the stated maturity 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 amount payable 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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Indebtedness and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Indebtedness and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Indebtedness and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to become due and payable prior to the stated maturity thereof; or
(B) Exterran shall fail to pay any principal of, premium or interest on or any other amount payable 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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Indebtedness and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Indebtedness and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Indebtedness and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable prior to the stated maturity thereof;
(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 ownership and majority voting control of Exterran General Partner, L.P., or (C) any Any Person or “group”, within the meaning of Section 13(d) of the Exchange Act, not an Exterran a Universal Affiliate shall become the “beneficial owner”, as defined in Rule 13(d)3 under the Exchange Act, of shares representing more than 50% of the aggregate voting power represented by the capital stock of Exterran;UCI.
(lk) For any calendar month the Average Contract Rate for the Other EXLP UCI Compressors exceeds the Average Contract Rate for the Owner Compressors by ten percentage points (10%) or more;
(ml) For any calendar month the Monthly Utilization Rate for the Other EXLP UCI Compressors exceeds the Monthly Utilization Rate for the Owner Compressors by fifteen percentage points (15%) or more;
(nm) As of any Determination Date, the Run-time Credit Ratio exceeds five percent (5%);
(n) UCH shall repudiate the Management Guaranty or the Management Guaranty shall fail to be in full force and effect;
(o) For so long as EXLP UCI or any EXLP Universal Affiliate is the Manager, an interest coverage ratio automatically adjusted from time to time to always be 50 basis points over UCI’s Interest Coverage Ratio (as such term is defined in the Senior Secured Credit Agreement or any replacement thereof); provided however, in the event that the definition of Interest Coverage Ratio no longer exists, or the Senior Secured Credit Agreement or any replacement thereof no longer exists or such agreement no longer contains a covenant testing the coverage of UCI’s total interest expense, then the interest coverage ratio to be adjusted for the purposes of this Section 12.1(o) shall be the Interest Coverage Ratio stated in the Senior Secured Credit Agreement as in effect one calendar year prior to the date on which such definition or agreement ceased to exist, plus 50 basis points (0.50%);
(p) For so long as UCI or any Universal Affiliate is the Manager, the Manager shall fail to observe 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 a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from the any of the Entitled Parties and (y) the date on which any of the President, Senior Vice President, any Executive Vice President or any other Responsible Officer of the Manager shall have actual knowledge of such failure;
(pq) For so long as EXLP UCI or any EXLP Universal Affiliate is the Manager, the Owner Compressors become subject to any Lien except for Permitted Encumbrances and the Manager fails to remove such Lien within ten (10) days;
(qr) For so long as EXLP UCI or any EXLP Universal Affiliate is the Manager, (i) EXLP or such EXLP Affiliate UCI shall fail to observe or perform any of its covenants or agreements set forth in Section 7(a)(i) of the Intercreditor Agreement or Section 2 of the Letter Agreement and, if EXLP or such EXLP Affiliate UCI is diligently attempting to determine the proper allocation of the applicable unallocated amounts, such failure shall not be cured within three (3) Business Days, or (ii) EXLP or such EXLP Affiliate UCI shall be required to make any deposit into the Lockbox Account pursuant to Section 7(b)(ii) of the Intercreditor Agreement and shall fail to make such deposit into such account on or prior to the date on which such deposit is 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 60 days following the Closing Date, a fully-executed counterpart of the Back-up Management Agreement.
Appears in 1 contract
Samples: Management Agreement (Universal Compression Holdings Inc)
Events or Conditions. Any of the following events or conditions shall constitute a Manager Default:
(a) A. The Manager shall fail to (i) deposit (or cause the deposit) to the Trust Head Lessee Collection Account any deposit required pursuant to Section 7.1 hereof or any interim distributions or other amounts required to be returned to the Trust Account pursuant to Section 7.3 7.2 hereof, or (ii) deliver any either or all both of the Monthly Tape, the Manager Report or the monthly Asset Base Certificate on the dates specified in Section 9.1 hereof hereof, or (iii) deposit to deliver the Purchase Account Monthly Tape, or perform or observe (iv) deliver the covenants contained financial statements in Section 5.14 hereof, accordance with Sections 9.1(a) and 9.1(b) and in each case, such failure shall continue for three (3) Business Days after the date when due;
, provided that the Manager shall be deemed to have delivered the financial statements in accordance with Sections 9.1(a) and 9.1 (b) if such financial statements on Form 10-K or 10-Q have been duly filed with the Securities and Exchange Commission by or on behalf of the Manager;
B. The Manager shall fail to pay the Back-up Manager Fee when due;
(i) with respect to EXLP UCI or any EXLP Affiliate of its Affiliates as the ManagerManager or as the Contributor, the Manager shall fail to perform or observe in any material respect any other covenant, condition, or agreement to be performed or observed by it hereunder or under any Related Document (other than (x) those identified 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 observed12.1); or (ii) with respect to any Manager other than EXLP UCI or any EXLP Affiliateof its affiliates, the Manager shall fail to perform or observe any other covenant, condition, or agreement to be performed or observed by it under any Related Document (other than those identified in any other clause of this Section 12.1), and such failure 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 Owner or the Indenture Trustee (at the direction of the Requisite Global MajorityControl Party) and (ii) the date on which any Responsible Officer of the President, Senior Vice President, Executive Vice President, Vice President or any other officer of Manager responsible for the management of the Owner Compressors shall have actual knowledge of such failure;
(d) D. Any representation or warranty made by the Manager in any of the Related Documents, or in any certificate delivered pursuant thereto, shall prove to be untrue in any material respect, and such misrepresentation or untrue warranty, if capable of cure, shall continue unremedied for a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from the IssuerOwner, the Indenture Trustee (acting at the direction of the Requisite Global MajorityControl Party) or any the Series Enhancer and (y) the date on which any of the President, Senior Vice President, any Executive Vice President or any other Responsible Officer of the Manager shall have actual knowledge of such failure;
(e) E. The inaccuracies specified in the notice specified in Section 9.1(k9.1(l) remain that are capable of remedy or cure, shall be unremedied or uncured, by the Manager’s failure to provide an accurate Manager Report, uncured for a period of fifteen (15) days after the date such notice is required to be delivered;
(f) F. The Manager shall fail to deliver the notice specified in Section 9.1(k9.1(l) within the time frame prescribed therein;
(g) G. The entry of a decree or order for relief by a court having jurisdiction in respect of the Manager in any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Manager or for any substantial part of its properties, or ordering the winding up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) 60 consecutive days;
(h) 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 appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the Manager or any substantial part of its properties, or the making by the Manager of any general assignment for the benefit of creditors, or the inability or failure by the Manager to pay its debts generally when due, or the taking of any action by the Manager in furtherance of any such action;
(i) The occurrence of either of the following:
(A) EXLP I. UCI shall fail to pay any principal of, premium or interest on or any other amount payable in respect of (x) any Debt that is outstanding under the Senior Secured Revolving Credit Agreement or any replacement thereof or (y) if the Senior Secured Revolving Credit Agreement has been terminated and not replaced, any Debt in a principal or notional amount of at least $50,000,000 25,000,000 for the first three (3) fiscal years from the Closing Date and $35,000,000 thereafter (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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Debt and provided further that such payment default shall be determined without giving effect to any (i) extensions of applicable grace periods which in the aggregate exceed ten (10) Business Days or (ii) waivers, amendments waivers 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 exist under such applicable agreement governing such Debt and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Debt and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become 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 amount payable in respect of any Debt in a principal or notional amount of at least $50,000,000 (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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Debt and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Debt and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Debt and provided 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 waivers or forbearances which in the aggregate exceed thirty (30) days, if the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable prior to the stated maturity thereof;
(j) J. The occurrence of either one or more of the following:
(A) Exterran shall fail to pay any principal of, premium or interest on or any other amount payable 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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Indebtedness and provided further that such payment default shall be determined without giving effect to any following events: (i) extensions any sale, lease, exchange or other transfer (in one transaction or a series of applicable grace periods which related transactions, but other than by the granting of a Lien in accordance with the aggregate exceed ten Head Lessee Security Agreement or the transfers contemplated by the Contribution Agreement and the Sale Agreement) of all or substantially all of the assets of UCH and its Subsidiaries, taken as a whole, to any Person or "Group" (10as defined in Section 13(d)(3) Business Days of the Exchange Act) (whether or not otherwise in compliance with the provisions of the Head Lease) other than to the Permitted Holders; (ii) waivers, amendments the approval by the holders of capital stock of UCH 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 exist under such applicable agreement governing such Indebtedness and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Indebtedness and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to become due and payable prior to the stated maturity thereof; or
(B) Exterran shall fail to pay any principal of, premium or interest on or any other amount payable in respect UCI of any Indebtedness plan or proposal for the liquidation or dissolution of UCH or UCI, as the case may be, except for any plan or proposal approved in a principal or notional amount connection with (x) the merger of at least $75,000,000 (either individually or in the aggregate), in each case when the same becomes due UCI with and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Indebtedness and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Indebtedness and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Indebtedness and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable prior to the stated maturity thereof;
(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 ownership and majority voting control of Exterran General Partner, L.P.into UCH, or (Cy) the sale of all or substantially all of UCI's assets to UCH; (iii) any Person or “"group”, " within the meaning of Section 13(d) or 14 of the Exchange Act, not an Exterran Affiliate Act (other than the Permitted Holders and UCH) shall become the “"beneficial owner”, " as defined in Rule 13(d)3 13d-3 under the Exchange Act, of shares representing more than 50% of the aggregate voting power represented by the capital stock of ExterranUCI or UCH by either (x) an entity whose senior unsecured indebtedness is rated "BB-" or "Ba3" or less or (y) by a Person that intends to discontinue the Domestic Contract Compression Business of UCI or UCH;
(l) K. For any calendar month the Average Contract Rental Rate for the Other EXLP UCI Compressors exceeds the Average Contract Rental Rate for the Owner Compressors by ten percentage points (10%) or more;
(m) L. For any calendar month the Monthly Utilization Rate for the Other EXLP UCI Compressors exceeds the Monthly Utilization Rate for the Owner Compressors by fifteen percentage points (15%) or more;
(n) M. As of any Determination Date, the Run-time Credit Ratio exceeds five percent (5%);
(o) N. UCH shall repudiate the Management Guaranty or the Management Guaranty shall fail to be in full force and effect;
O. For so long as EXLP UCI or any EXLP Affiliate of its Affiliates is the Manager, UCI's Interest Coverage Ratio (as such term is defined in the Senior Secured Revolving Credit Agreement as in effect on the Closing Date) is less than 2.00 to 1.00;
P. For so long as UCI or any of its Affiliates is the Manager, as of the last day of any calendar quarter, UCI's minimum Tangible Net Worth excluding adjustments to cumulative OCI is less than the sum of (i) $250,000,000 and (ii) 50% of UCI's cumulative positive Net Income (as such term is defined in the Senior Secured Revolving Credit Agreement as in effect on the Closing Date) after March 31, 2002 and adjusted annually based on UCI's fiscal year-end audited financial statements;
Q. For so long as UCI or any of its Affiliates is the Manager, the Manager shall fail to observe 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 a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from the Head Lessee or any of the Entitled Parties and (y) the date on which any of the President, Senior Vice President, any Executive Vice President or any other Responsible Officer of the Manager shall have actual knowledge of such failure;
(p) R. For so long as EXLP UCI or any EXLP Affiliate of its Affiliates is the Manager, UCI's Total Leverage Ratio (as such term is defined in the Senior Secured Revolving Credit Agreement as in effect on the Closing Date) exceeds 5.50 to 1.00;
S. For so long as UCI or any of its Affiliates is the Manager, the Owner Compressors become subject to any Lien except for Permitted Encumbrances and the Manager fails to remove such Lien within ten (10) days;; or
(q) T. For so long as EXLP UCI or any EXLP Affiliate of its Affiliates is the Manager, (i) EXLP or such EXLP Affiliate UCI shall fail to observe or perform any of its covenants or agreements set forth in Section 7(a)(i) of the Intercreditor Agreement or Section 2 of the Letter Agreement and, if EXLP or such EXLP Affiliate UCI is diligently attempting to determine the proper allocation of the applicable unallocated amounts, such failure shall not be cured within three seven (37) Business Days, or (ii) EXLP or such EXLP Affiliate UCI shall be required to make any deposit into the Lockbox Account pursuant to Section 7(b)(ii) of the Intercreditor Agreement and shall fail to make such deposit into such account on or prior to the date on which such deposit is 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 60 days following the Closing Date, a fully-executed counterpart of the Back-up Management Agreement.
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Events or Conditions. Any of the following events or conditions shall constitute a Manager Default:
(a) The Manager shall fail to (i) deposit (or cause the deposit) to the Trust Account any deposit required pursuant to Section 7.1 hereof or any interim distributions or other amounts required to be returned to the Trust Account pursuant to Section 7.3 hereof, (ii) deliver any either or all both of the Monthly Tape, the Manager Report or the monthly Asset Base Certificate on the dates specified in Section 9.1 hereof hereof, (iii) deliver the Monthly Tape, or (iiiiv) deposit to the Purchase Account or perform or observe the covenants contained in Section 5.14 hereof, and in each case, 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;
(i) with respect to EXLP EI or any EXLP Exterran Affiliate as the Manager, the Manager shall fail to perform or observe in any material respect any other covenant, condition, or agreement to be performed or observed by it hereunder or under any Related Document (other than (x) those identified 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 any Manager other than EXLP EI or any EXLP Exterran Affiliate, the Manager shall fail to perform or observe any other covenant, condition, or agreement to be performed or observed by it under any Related Document (other than those identified in any other clause of this Section 12.1), and such failure 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 (at the direction of the Requisite Global Majority) and (ii) the date on which any Responsible Officer of the Manager responsible for the management of the Owner Compressors shall have actual knowledge of such failure;
(d) Any representation or warranty made by the Manager in any of the Related Documents, or in any certificate delivered pursuant thereto, shall prove to be untrue in any material respect, and such misrepresentation or untrue warranty, if capable of cure, shall continue unremedied for a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from the Issuer, the Indenture Trustee (acting at the direction of the Requisite Global Majority) or any Series Enhancer and (y) the date on which any Responsible Officer of the Manager shall have actual knowledge of such failure;
(e) The inaccuracies specified in the notice specified in Section 9.1(k) remain unremedied or uncured, by the Manager’s failure to provide an accurate Manager Report, for a period of 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) within the time frame prescribed therein;
(g) The entry of a decree or order for relief by a court having jurisdiction in respect of the Manager or the Manager Guarantor in any involuntary case under any applicable Insolvency Law, or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, or sequestrator (or other similar official) for the Manager, or the Manager Guarantor or for any substantial part of its their properties, or ordering the winding up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days;
(h) The commencement by the Manager or the Manager Guarantor 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 appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or other similar official) of the Manager or the Manager Guarantor or any substantial part of its their respective properties, or the making by the Manager or the Manager Guarantor of any general assignment for the benefit of creditors, or the inability or failure by the Manager or the Manager Guarantor to pay its debts generally when due, or the taking of any action by the Manager or the Manager Guarantor in furtherance of any such action;
(i) The occurrence of either of the following:
(A) EXLP Manager Guarantor shall fail to pay any principal of, premium or interest on or any other amount payable in respect of (x) any Debt that is outstanding under the Senior Secured Credit Agreement or any replacement thereof or (y) if the Senior Secured Credit Agreement has been terminated and not replaced, any Debt in a principal or notional amount of at least $50,000,000 35,000,000 for the first three (either individually or in 3) fiscal years from the aggregate), in each case when the same becomes due Closing Date and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Debt and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Debt and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Debt and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become 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 amount payable in respect of any Debt in a principal or notional amount of at least $50,000,000 75,000,000 thereafter (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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Debt and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Debt and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Debt and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable prior to the stated maturity 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 amount payable 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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Indebtedness and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Indebtedness and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Indebtedness and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to become due and payable prior to the stated maturity thereof; or
(B) Exterran shall fail to pay any principal of, premium or interest on or any other amount payable 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 such failure shall continue after the applicable grace period, if any, specified in such applicable agreement governing such Indebtedness and provided further that such payment default shall be determined without giving 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 or condition shall exist under such applicable agreement governing such Indebtedness and shall continue after the applicable grace period, if any, specified in any applicable agreement governing such Indebtedness and provided 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 the effect of such event or condition is to accelerate, or to permit the acceleration of (regardless of whether such amounts are actually accelerated), the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Debt to become due and payable prior to the stated maturity thereof;
(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 ownership and majority voting control of Exterran General Partner, L.P., or (C) any Any Person or “group”, within the 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 more than 50% of the aggregate voting power represented by the capital stock of ExterranExterran or either Contributor;
(lk) For any calendar month the Average Contract Rate for the Other EXLP Exterran Compressors (which for avoidance of doubt shall include the Compressors owned by or leased by EXLPOP and all other master limited partnerships sponsored by Exterran) exceeds the Average Contract Rate for the Owner Compressors by ten percentage points (10%) or more;
(ml) For any calendar month the Monthly Utilization Rate for the Other EXLP Exterran Compressors (which for avoidance of doubt shall include the Compressors owned by or leased by EXLPOP and all other master limited partnerships sponsored by Exterran) exceeds the Monthly Utilization Rate for the Owner Compressors by fifteen percentage points (15%) or more;
(nm) As of any Determination Date, the Run-time Credit Ratio exceeds five percent (5%);
(n) For so long as EI or any Exterran Affiliate is the Manager, an interest coverage ratio automatically adjusted from time to time to always be .50 in excess of Exterran’s Interest Coverage Ratio (as such term is defined in the Senior Secured Credit Agreement or any replacement thereof); provided however, in the event that the definition of Interest Coverage Ratio no longer exists, or the Senior Secured Credit Agreement or any replacement thereof no longer exists or such agreement no longer contains a covenant testing the coverage of Exterran’s total interest expense, then the interest coverage ratio to be adjusted for the purposes of this Section 12.1(n) shall be the Interest Coverage Ratio stated in the Senior Secured Credit Agreement as in effect one calendar year prior to the date on which such definition or agreement ceased to exist, plus.50;
(o) For so long as EXLP EI or any EXLP Exterran Affiliate is the Manager, the Manager shall fail to observe 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 a period of fifteen (15) days after the earlier to occur of (x) receipt by the Manager of written notice thereof from the any of the Entitled Parties and (y) the date on which any Responsible Officer of the Manager shall have actual knowledge of such failure;
(p) For so long as EXLP EI or any EXLP Exterran Affiliate is the Manager, the Owner Compressors become subject to any Lien except for Permitted Encumbrances and the Manager fails to remove such Lien within ten (10) days;
(q) For so long as EXLP EI or any EXLP Exterran Affiliate is the Manager, (i) EXLP EI or such EXLP Affiliate EESLP shall fail to observe or perform any of its covenants or agreements set forth in Section 7(a)(i) of the applicable Intercreditor Agreement and, if EXLP EI or such EXLP Affiliate EESLP is diligently attempting to determine the proper allocation of the applicable unallocated amounts, such failure shall not be cured within three (3) Business Days, or (ii) EXLP EI or such EXLP Affiliate EESLP shall be required to make any deposit into the Lockbox Account pursuant to Section 7(b)(ii) of the applicable Intercreditor Agreement and shall fail to make such deposit into such account on or prior to the date on which such deposit is required to be made pursuant to such Section;
(r) For so long as EI or any Exterran Affiliate is the Manager, the Manager Guarantor shall repudiate its obligations under the Manager Guaranty or the Manager Guaranty shall cease to be in full force and effect; or
(rs) The Manager shall fail to deliver to the Indenture Trustee and the Deal Agent, within 60 days following the Closing Dateby September 15, 2007, a fully-executed counterpart of the Back-up Management Agreement.
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