Common use of Substitutions of Equipment Clause in Contracts

Substitutions of Equipment. (a) Notwithstanding any provision of any Operative Document to the contrary and subject to the provisions of this Section 13, Lessee may at any time, so long as no Lease Event of Default has occurred and is continuing hereunder, substitute an Item or Items of Equipment ("Replaced Equipment") with natural gas compressors ("Replacement Equipment") that (i) as of the date Lessee delivers the Notice of Substitution defined below in Section 13(b) (the "Substitution Date") has a Date of Manufacture or a Date of Overhaul no earlier than three (3) years prior to the Substitution Date, (ii) is not subject to any Liens other than Permitted Liens or Lessor Liens (iii) is of a Similar Type, and (iv) has an estimated fair market value as of the Substitution Date and an estimated Residual Value in each case when aggregated with the estimated fair market values and the estimated Residual Values, respectively, equal to, or in excess of, the aggregate Acquisition Costs and the aggregate Residual Values, respectively, of the Replaced Equipment; provided, however, the condition in clause (i) need not be satisfied if (x) Lessee shall have delivered to Lessor and Assignee with the Notice of Substitution an Appraisal confirming satisfaction of the condition in clause (iii) or (y) as of the Substitution Date, the aggregate Acquisition Costs for all Replacement Equipment that does not satisfy clause (i) or for which no Appraisal has been delivered does not exceed, from time to time, $3,000,000; and provided further, that after any such substitution, the Items of Equipment as a group are representative of the types and horse power of natural gas compressors at the time owned, managed or leased by Lessee. (b) On the first Business Day of each week after Lessee has, in the immediately prior calendar week, substituted Replacement Equipment for Replaced Equipment, Lessee shall provide Lessor with written notice thereof ("Notice of Substitution") in the form of Exhibit B hereto which Notice of Substitution shall have attached thereto one or more Bills of Sale representing the transfer from the seller thereof to Lessor for a purchase price (the "Acquisition Cost" identified therefor on such Notice of Substitution) which purchase price, when aggregated with the purchase prices of all other Replacement Equipment being transferred to Lessor shall equal the aggregate Acquisition Costs of the Replaced Equipment. Upon substitution of an Item of Equipment under this Section 13 all rights and interests of Lessor in such Replaced Equipment shall automatically cease and vest in Lessee. Lessor will at the request and cost of Lessee furnish to or at the direction of Lessee, a bill xx sale without recourse or warranty (except as to the absence of Lessor Liens and Collateral Agent Liens) and otherwise in form and substance reasonably satisfactory to Lessee and Lessor, evidencing the transfer to or at the direction of Lessee, of all of Lessor's right, title and interest in and to such Replaced Item(s), "as-is", "where-is". The purchase price for such Replacement Equipment shall be deemed paid by Lessor by virtue of its reconveyance to Lessee or its designee of the Replaced Equipment and no further action shall be required between Lessee or the seller of such Replacement Equipment on the one hand and Lessor on the other hand to convey the Replacement Equipment to Lessor or between Lessee or its designated purchaser of the Replaced Equipment on the one hand and Lessor on the other hand to convey the Replaced Equipment to Lessee or its designee, provided that Lessor shall execute or cause Collateral Agent to execute any documents reasonably requested by Lessee (at Lessee's sole cost and expense) to evidence the release of any Liens created pursuant to the Operative Documents with respect to such Replaced Equipment. Upon the occurrence of such events, Replacement Equipment shall be deemed to be Equipment as of the date of the related Notice of Substitution for all purposes set forth in this Lease Agreement and the other Operative Documents and that the Acquisition Cost for such Replacement Equipment shall be equal to the Acquisition Cost set forth therefor on the Notice of Substitution. (c) In the event that, upon its receipt of a Notice of Substitution and the related Bills of Sale for any Replacement Equipment, Lessor shall reasonably challenge whether the aggregates of the fair market values or Residual Values of said Replacement Equipment are equal to, or in excess of, the aggregates of the Acquisition Costs or Residual Values, respectively, of the Replaced Equipment, Lessee shall either within thirty (30) days of Lessor's demand (i) revise the previously delivered Notice of Substitution and related bills of sale so as to replace or supplement said Replacement Equipment with other or additional Replacement Equipment that Lessor reasonably believes satisfies the requirements of this Section 13, or (ii) within thirty (30) days of Lessor's demand, provide Lessor with an Appraisal confirming that the aggregate fair market values and Residual Values of the Replacement Equipment are equal to or greater than the aggregate Acquisition Costs and Residual Values, respectively, of the Replaced Equipment.

Substitutions of Equipment. (a) Notwithstanding any provision of any Operative Document to the contrary and subject to the provisions of this Section 13, Lessee may at any time, so long as no Lease Event of Default has occurred and is continuing hereunder, substitute an Item or Items equipment of Equipment ("Replaced Equipment") with natural gas compressors the type described in Schedule 1 of the Participation Agreement ("Replacement Equipment") that (i) as of the date Lessee delivers the Notice of Substitution defined below in Section 13(b) (the "Substitution Substitute Date") has a Date of Manufacture or a Date of Overhaul no earlier than three two (32) years prior to the Substitution Date, (ii) is not subject to any Liens other than Permitted Liens or Lessor Liens and (iii) is of has a Similar Type, and (iv) has an estimated fair market value as of the Substitution Date and an estimated Residual Value in each case when aggregated with the estimated fair market values and the estimated Residual Values, respectively, equal to, or in excess of, the aggregate Acquisition Costs Casualty Loss Value and the aggregate Residual ValuesValue, respectively, of the Item of Equipment that Lessee has elected to replace (the "Replaced Equipment"); provided, however, the condition in clause (i) need not be satisfied if (xA) Lessee shall have delivered to Lessor and Assignee the Administrative Agent with the Notice of Substitution an Appraisal confirming satisfaction of the condition in clause (iii) or (yB) as of the Substitution Date, the aggregate Acquisition Costs for all Replacement Equipment that does not satisfy clause (i) or for which no Appraisal has been delivered in accordance with clause (A) does not exceed, from time to time, exceed $3,000,000; and provided further, that after any such substitution, the Items of Equipment as a group are representative of the types and horse power of natural gas compressors at the time owned, managed or leased by Lessee1,500,000. (b) On the first Business Day of each week after Lessee has, in the immediately prior calendar week, substituted Replacement Equipment for Replaced Equipment, Lessee shall provide Lessor with written notice thereof ("Notice of Substitution") in the form of Exhibit B hereto which Notice of Substitution shall have attached thereto one or more Bills of Sale representing the transfer from Lessee to, and for the seller thereof to Lessor benefit of, Lessor, for a purchase price (equal to the "Acquisition Cost" identified therefor on such Notice of Substitution) which purchase price, when aggregated with the purchase prices of all other Replacement Equipment being transferred to Lessor shall equal the aggregate Acquisition Costs Casualty Loss Value of the Replaced Equipment, of all right, title and interest of Lessee in such Replacement Equipment. Upon substitution of an Item of Equipment under this Section 13 all rights and interests of Lessor in such Replaced Equipment shall automatically cease and vest in Lessee. Lessor will at the request and cost of Lessee furnish to or at the direction of Lessee, a bill xx sale without recourse or warranty (except as to the absence of Lessor Liens and Collateral Agent Liens) and otherwise in form and substance reasonably satisfactory to Lessee and Lessor, evidencing the transfer to or at the direction of Lessee, of all of Lessor's right, title and interest in and to such Replaced Item(s), "as-is", "where-is". The purchase price for such Replacement Equipment shall be deemed paid by Lessor by virtue of its reconveyance to Lessee or its designee of the Replaced Equipment and no further action shall be required between Lessee or the seller of such Replacement Equipment on the one hand and Lessor on the other hand to convey the Replacement Equipment to Lessor or between Lessee or its designated purchaser of the Replaced Equipment on the one hand and Lessor on the other hand to convey the Replaced Equipment to Lessee or its designeeLessee, provided that Lessor shall execute or cause Collateral Agent to execute any documents reasonably requested by Lessee (at Lessee's sole cost and expense) to evidence the release of any Liens created pursuant to the Operative Documents with respect to such Replaced replaced Equipment. Upon the occurrence of such events, Replacement Equipment shall be deemed to be Equipment as of the date of the related Notice of Substitution for all purposes set forth in this Lease Agreement and the other Operative Documents and that the Acquisition Cost and Casualty Loss Value for such Replacement Equipment shall be equal to the Acquisition Cost set forth therefor on the Notice of Substitutionand Casualty Loss Value for such Replaced Equipment. (c) In the event that, upon its receipt of a Notice of Substitution and the related Bills of Sale for any Replacement Equipment, Lessor shall reasonably challenge whether the aggregates of the fair market values value or Residual Values Value of said Replacement Equipment are is equal to, or in excess of, the aggregates of the Acquisition Costs Casualty Loss Value or Residual ValuesValue, respectively, of the Replaced Equipment, Lessee shall either within thirty (30) days of Lessor's demand (i) revise the previously delivered Notice of Substitution and related bills Bills of sale Sale so as to replace or supplement said Replacement Equipment with other or additional Replacement Equipment that Lessor reasonably believes satisfies has a fair market value and Residual Value equal to, or in excess of, the requirements Casualty Loss Value and Residual Value, respectively, of this Section 13the Replaced Equipment, or (ii) within thirty (30) days of Lessor's demand, provide Lessor with an Appraisal confirming that the aggregate fair market values value and Residual Values Value of the Replacement Equipment are is equal to or greater than the aggregate Acquisition Costs Casualty Loss Value and Residual ValuesValue, respectively, of the Replaced Equipment.

Substitutions of Equipment. (a) Notwithstanding any provision of any Operative Document to the contrary and subject to the provisions of this Section 13, Lessee may at any time, so long as no Lease Event of Default has occurred and is continuing hereunder, substitute an Item or Items equipment of Equipment ("Replaced Equipment") with natural gas compressors the type described in Schedule 1 of the Participation Agreement ("Replacement Equipment") that (i) as of the date Lessee delivers the Notice of Substitution defined below in Section 13(b) (the "Substitution Substitute Date") has a Date of Manufacture or a Date of Overhaul no earlier than three two (32) years prior to the Substitution Date, (ii) is not subject to any Liens other than Permitted Liens or Lessor Liens and (iii) is of a Similar Type, and (iv) has an estimated fair market value as of the Substitution Date and an estimated Residual Value in each case when aggregated with the estimated fair market values and the estimated Residual Values, respectively, equal to, or in excess of, the aggregate Acquisition Costs Casualty Loss Value and the aggregate Residual ValuesValue, respectively, of the Item of Equipment that Lessee has elected to replace (the "Replaced Equipment"); provided, however, the condition in clause (i) need not be satisfied if (xA) Lessee shall have delivered to Lessor and Assignee the Administrative Agent with the Notice of Substitution an Appraisal confirming satisfaction of the condition in clause (iii) or (yB) as of the Substitution Date, the aggregate Acquisition Costs for all Replacement Equipment that does not satisfy clause (i) or for which no Appraisal has been delivered in accordance with clause (A), in accordance with Section 13(c), Section 14 or otherwise, does not exceed, from time to time, $3,000,000; and provided further, that after any such substitution, the Items of Equipment as a group are representative of the types and horse power of natural gas compressors at the time owned, managed or leased by Lessee1,500,000. (b) On the first Business Day of each week after Lessee has, in the immediately prior calendar week, substituted Replacement Equipment for Replaced Equipment, Lessee shall provide Lessor with written notice thereof ("Notice of Substitution") in the form of Exhibit B hereto which Notice of Substitution shall have attached thereto one or more Bills of Sale representing the transfer from Lessee to, and for the seller thereof to Lessor benefit of, Lessor, for a purchase price (equal to the "Acquisition Cost" identified therefor on such Notice of Substitution) which purchase price, when aggregated with the purchase prices of all other Replacement Equipment being transferred to Lessor shall equal the aggregate Acquisition Costs Casualty Loss Value of the Replaced Equipment, of all right, title and interest of Lessee in such Replacement Equipment. Upon substitution of an Item of Equipment under this Section 13 all rights and interests of Lessor in such Replaced Equipment shall automatically cease and vest in Lessee. Lessor will at the request and cost of Lessee furnish to or at the direction of Lessee, a bill xx sale without recourse or warranty (except as to the absence of Lessor Liens and Collateral Agent Liens) and otherwise in form and substance reasonably satisfactory to Lessee and Lessor, evidencing the transfer to or at the direction of Lessee, of all of Lessor's right, title and interest in and to such Replaced Item(s), "as-is", "where-is". The purchase price for such Replacement Equipment shall be deemed paid by Lessor by virtue of its reconveyance to Lessee or its designee of the Replaced Equipment and no further action shall be required between Lessee or the seller of such Replacement Equipment on the one hand and Lessor on the other hand to convey the Replacement Equipment to Lessor or between Lessee or its designated purchaser of the Replaced Equipment on the one hand and Lessor on the other hand to convey the Replaced Equipment to Lessee or its designeeLessee, provided that Lessor shall execute or cause Collateral Agent to execute any documents reasonably requested by Lessee (at Lessee's sole cost and expense) to evidence the release of any Liens created pursuant to the Operative Documents with respect to such Replaced replaced Equipment. Upon the occurrence of such events, Replacement Equipment shall be deemed to be Equipment as of the date of the related Notice of Substitution for all purposes set forth in this Lease Agreement and the other Operative Documents and that the Acquisition Cost and Casualty Loss Value for such Replacement Equipment shall be equal to the Acquisition Cost set forth therefor on the Notice of Substitutionand Casualty Loss Value for such Replaced Equipment. (c) In the event that, upon its receipt of a Notice of Substitution and the related Bills of Sale for any Replacement Equipment, Lessor shall reasonably challenge whether the aggregates of the fair market values value or Residual Values Value of said Replacement Equipment are is equal to, or in excess of, the aggregates of the Acquisition Costs Casualty Loss Value or Residual ValuesValue, respectively, of the Replaced Equipment, Lessee shall either within thirty (30) days of Lessor's demand (i) revise the previously delivered Notice of Substitution and related bills Bills of sale Sale so as to replace or supplement said Replacement Equipment with other or additional Replacement Equipment that Lessor reasonably believes satisfies has a fair market value and Residual Value equal to, or in excess of, the requirements Casualty Loss Value and Residual Value, respectively, of this Section 13the Replaced Equipment, or (ii) within thirty (30) days of Lessor's demand, provide Lessor with an Appraisal confirming that the aggregate fair market values value and Residual Values Value of the Replacement Equipment are is equal to or greater than the aggregate Acquisition Costs Casualty Loss Value and Residual ValuesValue, respectively, of the Replaced Equipment.

Substitutions of Equipment. (ai) Notwithstanding any provision of any Operative Related Document to the contrary and subject to the provisions of this Section 1321, Head Lessee may at any time, so long as no Head Lease Event of Default has occurred and is continuing hereunder, substitute an Item one or Items of Equipment more Head Lessor Compressors ("Replaced Equipment") with natural gas compressors Compressors ("Replacement Equipment") provided that (ix) as of the date Lessee delivers the Notice of Substitution defined below in Section 13(b) (the "Substitution Date") Replacement Equipment has a Date of Manufacture Depreciated Value which is greater than or a Date of Overhaul no earlier than three (3) years prior equal to the Substitution Date, (ii) is not subject to any Liens other than Permitted Liens or Lessor Liens (iii) is of a Similar Type, and (iv) has an estimated fair market value as of the Substitution Date and an estimated Residual Value in each case when aggregated with the estimated fair market values and the estimated Residual Values, respectively, equal to, or in excess of, the aggregate Acquisition Costs and the aggregate Residual Values, respectively, that of the Replaced Equipment; provided(y) the Replacement Equipment has a Weighted Average Age which is less than or equal to the Replaced Equipment; (z) the Replacement Equipment, howeverbased upon collectible billed rental amounts, in the aggregate has Net Revenues not less than the Net Revenues of the Replaced Equipment; (aa) the Excess 99 hp Amount, the condition Excess 299 hp Amount, the Excess 599 hp Amount, the Excess 999 hp Amount, the Excess B Rated Lessee Concentration Amount, the Excess BB Rated Lessee Concentration Amount and the Excess Investment Grade Lessee Concentration Amount do not exceed values existing immediately prior to the substitution of the Replaced Equipment with the Replacement Equipment; and (bb) the Replacement Equipment qualifies as Eligible Compressors and the User Lease(s), if any, in clause connection with the Replacement Equipment qualifies as an Eligible Lease. Notwithstanding anything contained herein to the contrary, provided that the cumulative substitutions for any one year are less than ten percent (i10%) need not be satisfied if of the aggregate Depreciated Values of Replacement Equipment of all Head Lessor Compressors, the requirement contained in subsection (x) Lessee shall have delivered to Lessor and Assignee of this Section 21(b)(i) can be satisfied by comparing the book values of the Replaced Equipment with the Notice of Substitution an Appraisal confirming satisfaction book values of the condition in clause (iii) or (y) as of the Substitution Date, the aggregate Acquisition Costs for all Replacement Equipment that does not satisfy clause (i) or for which no Appraisal has been delivered does not exceed, from time to time, $3,000,000; and provided further, that after any such substitution, the Items of Equipment as a group are representative of the types and horse power of natural gas compressors at the time owned, managed or leased by LesseeEquipment. (bii) On the first Business Day of each week after Head Lessee has, in the immediately prior calendar week, substituted Replacement Equipment for Replaced Equipment, Head Lessee shall provide Head Lessor with written notice thereof ("Notice of Substitution") in the form of Exhibit B hereto required pursuant to the Contribution Agreement which Notice of Substitution shall have attached thereto one or more Bills bills of Sale sale representing the transfer from the seller thereof to Head Lessor for and contain a purchase price (certification from the "Acquisition Cost" identified therefor on such Notice Head Lessee as to the Depreciated Value of Substitution) which purchase price, when aggregated with the purchase prices each item of all other Replacement Equipment being transferred to Lessor shall equal the aggregate Acquisition Costs of the Replaced Equipment. Upon substitution delivery of an Item a Notice of Equipment Substitution with respect to a Head Lessor Compressor under this Section 13 21(b), and provided that all conditions to such substitution set forth herein shall have been satisfied, all rights and interests of Head Lessor in such Replaced Equipment shall automatically cease and vest in Head Lessee. Head Lessor will at the request and cost of Head Lessee furnish to or at the direction of Head Lessee, a bill xx xxxx of sale without recourse or warranty (except as to the absence of Head Lessor Liens and Collateral Agent Liens) and otherwise in form and substance reasonably satisfactory to Head Lessee and Head Lessor, evidencing the transfer to or at the direction of Head Lessee, of all of Lessor's right, title and interest in and to such Replaced Item(s), "as-is", "where-is". The purchase price for such Replacement Equipment shall be deemed paid by Head Lessor by virtue of its reconveyance to Head Lessee or its designee of the Replaced Equipment and no further action shall be required (x) between Head Lessee or the seller of such Replacement Equipment on the one hand and Head Lessor on the other hand to convey the Replacement Equipment to Head Lessor or (y) between Head Lessee or its designated purchaser of the Replaced Equipment on the one hand and Head Lessor on the other hand to convey the Replaced Equipment to Lessee or its designee, provided that Head Lessor shall execute or cause Collateral Agent Indenture Trustee to execute any documents reasonably requested by Head Lessee (at Head Lessee's sole cost and expense) to evidence the release of any Liens created pursuant to the Operative Related Documents with respect to such Replaced Equipment. Upon the occurrence of such events, Replacement Equipment shall be deemed to be Equipment Head Lessor Compressors as of the date of the related Notice of Substitution for all purposes set forth in this Head Lease Agreement and the other Operative Related Documents and that the Acquisition Cost Depreciated Value for such Replacement Equipment on the applicable Substitution Date shall be deemed to be equal to the Acquisition Cost Depreciated Value set forth therefor on the Notice of Substitution. (c) In the event that, upon its receipt of a Notice of Substitution and the related Bills of Sale for any Replacement Equipment, Lessor shall reasonably challenge whether the aggregates of the fair market values or Residual Values of said Replacement Equipment are equal to, or in excess of, the aggregates of the Acquisition Costs or Residual Values, respectively, of the Replaced Equipment, Lessee shall either within thirty (30) days of Lessor's demand (i) revise the previously delivered Notice of Substitution and related bills of sale so as to replace or supplement said Replacement Equipment with other or additional Replacement Equipment that Lessor reasonably believes satisfies the requirements of this Section 13, or (ii) within thirty (30) days of Lessor's demand, provide Lessor with an Appraisal confirming that the aggregate fair market values and Residual Values of the Replacement Equipment are equal to or greater than the aggregate Acquisition Costs and Residual Values, respectively, of the Replaced Equipment.