Common use of Unpaid Outstanding Obligations Clause in Contracts

Unpaid Outstanding Obligations. If a Manager Default or an EXLP Group Event shall have occurred and be continuing and the Outstanding Obligations have not been paid in full, then, the Indenture Trustee (acting at the written direction of the Requisite Global Majority) shall have the right (and shall exercise such right as and when directed to do so by the Requisite Global Majority), in addition to any other rights or remedies that the Issuer or any of its respective assignees may have under any Applicable Law or in equity to: (i) terminate this Agreement, (ii) appoint the Back-up Manager or another Replacement Manager selected by the Requisite Global Majority to manage the Owner Compressors, and/or (iii) exercise any other remedies available under this Agreement, the Indenture and the other Related Documents. In addition, EXLP hereby agrees that if (a) a Manager Default shall have occurred and be continuing, a Manager Termination Notice shall have been delivered to EXLP and the Outstanding Obligations have not been paid in full, (b) an EXLP Group Event shall have occurred and be continuing and the Outstanding Obligations have not been paid in full, or (c) an Event of Default shall have occurred and be continuing, then the Requisite Global Majority (or the Indenture Trustee, the Manager or the Back-up Manager, as the case may be, at the direction of the Requisite Global Majority) shall have the right to notify the Users and any other Account Debtors of the Issuer and the Lessor, including, without limitation, any Person obligated to make payments pursuant to any User Contract, parties to the Contracts of the Issuer and the Lessor and obligors in respect of Instruments of the Issuer and the Lessor, that (x) the User Contracts, Accounts, Contracts and Instruments, and the right, title and interest of the Issuer, the Lessor and the Manager on behalf of the Issuer and the Lessor in and under such User Contracts, Accounts, Contracts and Instruments, have been assigned to the Indenture Trustee, and (y) payments in respect of such User Contracts, Accounts, Contracts and Instruments shall be made directly to the ABS Lockbox Account for the benefit of the Indenture Trustee, and the Indenture Trustee (at the direction of the Requisite Global Majority), or such other Person specified pursuant to the terms hereof, may communicate with such Users and other Account Debtors, parties to such Contracts and obligors in respect of such Instruments to verify with such parties, to the Indenture Trustee’s and Requisite Global Majority’s satisfaction, the existence, amount and terms of such Accounts, Contracts and Instruments. The Issuer shall direct the Indenture Trustee to give notice in writing to the Rating Agencies and the Back-up Manager of any such Manager Default. Notwithstanding anything contained herein to the contrary, this Agreement shall continue in full force and effect with respect to each Owner Compressor, and the Manager shall continue to manage such Owner Compressors pursuant to the terms and conditions of this Agreement, until the Management Replacement Date.

Unpaid Outstanding Obligations. If a Manager Default or an EXLP Exterran Group Event shall have occurred and be continuing and the Outstanding Obligations have not been paid in full, then, the Indenture Trustee (acting at the written direction of the Requisite Global Majority) shall have the right (and shall exercise such right as and when directed to do so by the Requisite Global Majority), in addition to any other rights or remedies that the Issuer or any of its respective assignees may have under any Applicable Law or in equity to: (i) terminate this Agreement, (ii) appoint the Back-up Manager or another Replacement Manager selected by the Requisite Global Majority to manage the Owner Compressors, and/or (iii) exercise any other remedies available under this Agreement, the Indenture and the other Related Documents. In addition, EXLP EI hereby agrees that if (a) a Manager Default shall have occurred and be continuing, a Manager Termination Notice shall have been delivered to EXLP EI and the Outstanding Obligations have not been paid in full, (b) an EXLP Exterran Group Event shall have occurred and be continuing and the Outstanding Obligations have not been paid in fullcontinuing, or (c) an Event of Default shall have occurred and be continuing, then the Requisite Global Majority (or the Indenture Trustee, the Manager or the Back-up Manager, as the case may be, at the direction of the Requisite Global Majority) shall have the right to notify the Users and any other Account Debtors of the Issuer and the ABS Lessor, including, without limitation, any Person obligated to make payments pursuant to any User Contract, parties to the Contracts of the Issuer and the ABS Lessor and obligors in respect of Instruments of the Issuer and the ABS Lessor, that (x) the User Contracts, Accounts, Contracts and Instruments, and the right, title and interest of the Issuer, the ABS Lessor and the Manager on behalf of the Issuer and the ABS Lessor in and under such such, User Contracts, Accounts, Contracts and Instruments, have been assigned to the Indenture Trustee, and (y) payments in respect of such User Contracts, Accounts, Contracts and Instruments shall be made directly to the ABS Lockbox Account for the benefit of the Indenture Trustee, and the Indenture Trustee (at the direction of the Requisite Global Majority), or such other Person specified pursuant to the terms hereof, may communicate with such Users and other Account Debtors, parties to such Contracts and obligors in respect of such Instruments to verify with such parties, to the Indenture Trustee’s and Requisite Global Majority’s satisfaction, the existence, amount and terms of such Accounts, Contracts and Instruments. The Issuer shall direct the Indenture Trustee to give notice in writing to the Rating Agencies and the Back-up Manager of any such Manager Default. Notwithstanding anything contained herein to the contrary, this Agreement shall continue in full force and effect with respect to each Owner Compressor, and the Manager shall continue to manage such Owner Compressors pursuant to the terms and conditions of this Agreement, until the Management Replacement Date.

Unpaid Outstanding Obligations. If a Manager Default or an EXLP Group UCI Event shall have occurred and be continuing and the Outstanding Obligations have not been paid in full, then, the Indenture Trustee (acting at the written direction of the Requisite Global Majority) ), in the Requisite Global Majority’s discretion, shall have the right (and shall exercise such right rights as and when directed to do so by the Requisite Global Majority), in addition to any other rights or remedies that the Issuer or any of its respective assignees may have under any Applicable Law or in equity to: (i) terminate this Agreement, (ii) appoint the Back-up Manager or another Replacement Manager selected by the Requisite Global Majority to manage the Owner Compressors, and/or (iii) exercise any other remedies available under this Agreement, the Indenture and the other Related Documents. In addition, EXLP UCI hereby agrees that if (a) a Manager Default shall have occurred and be continuing, a Manager Termination Notice shall have been delivered to EXLP UCI and the Outstanding Obligations have not been paid in full, (b) an EXLP Group a UCI Event shall have occurred and be continuing and the Outstanding Obligations have not been paid in fullcontinuing, or (c) an Event of Default shall have occurred and be continuing, then the Requisite Global Majority (or the Indenture Trustee, the Manager or the Back-up Manager, as the case may be, at the direction of the Requisite Global Majority) shall have the right to notify the Users and any other Account Debtors of the Issuer and the LessorIssuer, including, without limitation, any Person obligated to make payments pursuant to any User Contract, parties to the Contracts of the Issuer and the Lessor and obligors in respect of Instruments of the Issuer and the LessorIssuer, that (x) the User Contracts, Accounts, Contracts and Instruments, and the right, title and interest of the Issuer, the Lessor and Issuer or the Manager on behalf of the Issuer and the Lessor in and under such such, User Contracts, Accounts, Contracts and Instruments, have been assigned to the Indenture Trustee, and (y) payments in respect of such User Contracts, Accounts, Contracts and Instruments shall be made directly to the ABS Lockbox Account for the benefit of the Indenture Trustee, and the Indenture Trustee (at the direction of the Requisite Global Majority), or such other Person specified pursuant to the terms hereof, may communicate with such Users and other Account Debtors, parties to such Contracts and obligors in respect of such Instruments to verify with such parties, to the Indenture Trustee’s and Requisite Global Majority’s satisfaction, the existence, amount and terms of such Accounts, Contracts and Instruments. The Issuer shall direct the Indenture Trustee to give notice in writing to the Rating Agencies and the Back-up Manager of any such Manager Default. Notwithstanding anything contained herein to the contrary, this Agreement shall continue in full force and effect with respect to each Owner Compressor, and the Manager shall continue to manage such Owner Compressors pursuant to the terms and conditions of this Agreement, until the Management Replacement Date.

Unpaid Outstanding Obligations. A. If a Manager Default or an EXLP Group Event shall have occurred and be continuing and the Outstanding Obligations have not been paid in full, then, the Indenture Trustee (acting at the written direction of the Requisite Global Majority) Control Party), in the Control Party's discretion, or the Control Party, shall have the right (and shall exercise such right rights as and when directed to do so by the Requisite Global MajorityControl Party), in addition to any other rights or remedies that the Issuer any Owner or any of its their respective assignees may have under any Applicable Law or in equity to: (i) terminate this Agreement, (ii) appoint the Back-up Manager or another Replacement Manager selected by the Requisite Global Majority Control Party to manage the Owner Compressors, and/or (iii) exercise any other remedies available under this Agreement, the Head Lessee Security Agreement, the Indenture and the other Related Documents. In addition, EXLP UCI hereby agrees that if (a) a Manager Default shall have occurred and be continuing, a Manager Termination Notice shall have been delivered to EXLP UCI and the Outstanding Obligations have not been paid in full, (b) an EXLP Group Event shall have occurred and be continuing and the Outstanding Obligations have not been paid in full, or (c) an Event of Default shall have occurred and be continuing, then the Requisite Global Majority Control Party (or the Indenture Trustee, the Manager or the Back-up Manager, as the case may be, at the direction of the Requisite Global MajorityControl Party) shall have the right to notify the Users and any other Account Debtors of the Issuer and the LessorOwners, including, without limitation, any Person obligated to make payments pursuant to any User ContractLease, parties to the Contracts of the Issuer and the Lessor Owners and obligors in respect of Instruments of the Issuer and the LessorOwners, that (x) the User Contracts, Leases and Accounts, Contracts and Instruments, and the right, title and interest of the Issuer, the Lessor and Owners or the Manager on behalf of the Issuer and the Lessor Owners in and under such User ContractsLeases, Accounts, Contracts and Contracts, Instruments, have been assigned to the Indenture Trustee, and (y) payments in respect of such User ContractsLeases, Accounts, Contracts and Instruments shall be made directly to the ABS Lockbox Account for the benefit of the Indenture Trustee, and the Indenture Trustee Control Party (at the direction of the Requisite Global Majority), or such other Person specified pursuant to the terms hereof, ) may communicate with such Users and other Account Debtors, parties to such Contracts and obligors in respect of such Instruments to verify with such parties, to the Indenture Trustee’s 's and Requisite Global Majority’s Control Party's satisfaction, the existence, amount and terms of such User Leases, Accounts, Contracts and Instruments. The Issuer Owners shall direct the Indenture Trustee to give notice in writing to the Rating Agencies and the Back-up Manager of any such Manager Default. Notwithstanding anything contained herein to the contrary, this Agreement shall continue in full force and effect with respect to each Owner Compressor, and the Manager shall continue to manage such Owner Compressors pursuant to the terms and conditions of this Agreement, until the Management Replacement Date.