INDENTURE

EXHIBIT 10.8

EXTERRAN ABS 2007 LLC

Issuer

EXTERRAN ABS LEASING 2007 LLC
Exterran ABS Lessor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
Indenture Trustee

INDENTURE

DATED AS OF AUGUST 20, 2007

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 101 Defined Terms			5
Section 102 Other Definitional Provisions			5
Section 103 Computation of Time Periods			5
Section 104 Power of Attorney			5
ARTICLE II
THE NOTES
Section 201 Authorization of Notes			6
Section 202 Form of Notes; Global Notes			6
Section 203 Execution; Recourse Obligation			8
Section 204 Certificate of Authentication			9
Section 205 Registration; Registration of Transfer and Exchange of Notes			9
Section 206 Mutilated, Destroyed, Lost and Stolen Notes			11
Section 207 Delivery, Retention and Cancellation of Notes			11
Section 208 ERISA Deemed Representations			11
Section 209 Determination of Requisite Global Majority			11
ARTICLE III
PAYMENT OF NOTES; ESTABLISHMENT OF ACCOUNTS; CONTROL REQUIREMENTS; STATEMENTS TO NOTEHOLDERS
Section 301 Principal and Interest			12
Section 302 Trust Account			12
Section 303 Investment of Monies Held in the Transaction Accounts			19
Section 304 Control			19
Section 305 Reports			19
Section 306 Records			19
Section 307 CUSIP Numbers			20
Section 308 No Claim			20
Section 309 Compliance with Withholding Requirements			20
Section 310 Tax Treatment of Notes			20
Section 311 Rights of Noteholders			20
Section 312 Collections and Allocations			20
Section 313 Purchase Account			20
ARTICLE IV
COLLATERAL
Section 401 Collateral			21
Section 402 Pro Rata Interest			22
Section 403 Indenture Trustee’s Appointment as Attorney-in-Fact; Certain Rights of Control Party			22
Section 404 Release of Security Interest			24
Section 405 Administration of Collateral			24

ARTICLE V A
REPRESENTATIONS AND WARRANTIES OF ISSUER
Section 501 Existence			25
Section 502 Authorization			25
Section 503 Due Qualification			26
Section 504 No Conflict; Legal Compliance			26
Section 505 Validity and Binding Effect			26
Section 506 Financial Statements			26
Section 507 Executive Offices			26
Section 508 No Agreements or Contracts			26
Section 509 Consents and Approvals			26
Section 510 Margin Regulations			26
Section 511 Taxes			27
Section 512 Other Regulations			27
Section 513 Solvency and Separateness			27
Section 514 Insolvency; Fraudulent Conveyance			29
Section 515 No Default			29
Section 516 No Proceedings or Injunctions			29
Section 517 Compliance with Law			29
Section 518 Title; Liens			29
Section 519 Ownership; Subsidiaries			29
Section 520 No Partnership			30
Section 521 UCC Information			30
Section 522 Security Interest Representations			30
Section 523 Ordinary Course			31
Section 524 Stamping and Storage of User Contracts			31
Section 525 Identification Marks			31
Section 526 Intellectual Property			31
Section 527 Taxpayer Identification Number			31
Section 528 Disclosure			31
ARTICLE V B
REPRESENTATION AND WARRANTIES OF EXTERRAN ABS LESSOR
Section 529 Existence			32
Section 530 Authorization			32
Section 531 Due Qualification			32
Section 532 No Conflict; Legal Compliance			32
Section 533 Validity and Binding Effect			32
Section 534 Executive Offices			32
Section 535 No Agreements or Contracts			32
Section 536 Consents and Approvals			32
Section 537 Taxes			33
Section 538 Solvency and Separateness			33
Section 539 Insolvency; Fraudulent Conveyance			34
Section 540 No Default			35
Section 541 No Proceedings or Injunctions			35
Section 542 Compliance with Law			35
Section 543 Title; Liens			35
Section 544 Ownership; Subsidiaries			35
Section 545 No Partnership			35
Section 546 UCC Information			35
Section 547 Security Interest Representations			36

Section 548 Identification Marks			36
Section 549 Intellectual Property			37
Section 550 Taxpayer Identification Number			37
Section 551 Disclosure			37
ARTICLE VI A
COVENANTS OF ISSUER
Section 601 Payment of Principal and Interest; Payment of Taxes			37
Section 602 Preservation of Name; Maintenance of Office; Jurisdiction of Formation			37
Section 603 Corporate Existence			38
Section 604 Compliance with Law			38
Section 605 Protection of Issuer Collateral			38
Section 606 Defend Title to Collateral			38
Section 607 Enforce Contract Rights			38
Section 608 Negative Covenants Regarding Issuer Collateral (including Related Documents)			38
Section 609 Non-Consolidation of the Issuer			39
Section 610 No Bankruptcy Petition			40
Section 611 Liens			40
Section 612 Other Debt			40
Section 613 Guarantees, Loans, Advances and Other Liabilities			41
Section 614 Consolidation, Merger and Sale of Assets			41
Section 615 Other Agreements			41
Section 616 Organizational Documents			41
Section 617 Capital Expenditures			41
Section 618 Permitted Activities; Compliance with Organizational Documents			41
Section 619 Investment Company Act			42
Section 620 Payments of Collateral			42
Section 621 [Reserved]			42
Section 622 Notices			42
Section 623 Books and Records			42
Section 624 Taxes			42
Section 625 Subsidiaries			43
Section 626 Investments			43
Section 627 Use of Proceeds			43
Section 628 Asset Base Certificate			43
Section 629 Financial Statements			43
Section 630 Rule 144A Information			43
Section 631 Hedging Requirements			43
Section 632 Separate Identity			45
Section 633 Annual Perfection Opinion			45
Section 634 Identification Marks			45
Section 635 Storage and Maintenance of Contract Files			45
Section 636 Use of Owner Compressors			45
Section 637 Maintenance and Repair of Owner Compressors			45
Section 638 Alterations			46
Section 639 User Contracts			46
Section 640 Loss, Damage or Destruction of Owner Compressors			47
Section 641 Intellectual Property Filings			47
Section 642 Fixture and Accessions			47
Section 643 Contracts with Exterran Affiliates			47
Section 644 Contracts Containing Purchase Options			47
Section 645 Sales of Owner Compressors to an Exterran Affiliate			48
Section 646 Sales of Owner Compressors to Third Parties			48
Section 647 Owner Compressors Located Outside of the United States			49

Section 648 Distributions			49
Section 649 Substitution of Owner Compressors			49
Section 650 Appraisal			50
Section 651 OFAC			50
ARTICLE VI B
COVENANTS OF EXTERRAN ABS LESSOR
Section 652 Preservation of Name; Maintenance of Office; Jurisdiction of Formation			50
Section 653 Corporate Existence			50
Section 654 Compliance with Law			50
Section 655 Protection of the Exterran ABS Lessor Collateral			50
Section 656 Defend Title to the Exterran ABS Lessor Collateral			51
Section 657 Enforce Contract Rights			51
Section 658 Negative Covenants Regarding the Exterran ABS Lessor Collateral (including Related Documents)			51
Section 659 Non-Consolidation of the Exterran ABS Lessor			52
Section 660 No Bankruptcy Petition			53
Section 661 Liens			53
Section 662 Other Debt			53
Section 663 Guarantees, Loans, Advances and Other Liabilities			53
Section 664 Consolidation, Merger and Sale of Assets			53
Section 665 Other Agreements			54
Section 666 Organizational Documents			54
Section 667 Capital Expenditures			54
Section 668 Permitted Activities; Compliance with Organizational Documents			54
Section 669 Investment Company Act			54
Section 670 Payments of the Collateral			54
Section 671 Permitted Activities; Compliance with Organizational Documents			54
Section 672 Notices			54
Section 673 Books and Records			55
Section 674 Taxes			55
Section 675 Subsidiaries			55
Section 676 Investments			55
Section 677 Separate Identity			55
Section 678 OFAC			56
ARTICLE VII
DISCHARGE OF INDENTURE; PREPAYMENTS
Section 701 Full Discharge			56
Section 702 Prepayment of Notes			56
ARTICLE VIII
DEFAULT PROVISIONS AND REMEDIES
Section 801 Event of Default			58
Section 802 Acceleration of Stated Maturity; Rescission and Annulment			61
Section 803 Collection of Indebtedness			62
Section 804 Remedies			62
Section 805 Indenture Trustee May Enforce Claims Without Possession of Notes			63
Section 806 Allocation of Money Collected			63
Section 807 Limitation on Suits			63
Section 808 Right of Holders to Receive Principal and Interest			64

Section 809 Restoration of Rights and Remedies			64
Section 810 Rights and Remedies Cumulative			64
Section 811 Delay or Omission Not Waiver			64
Section 812 Control by Requisite Global Majority			64
Section 813 Waiver of Past Defaults			64
Section 814 Undertaking for Costs			65
Section 815 Waiver of Stay or Extension Laws			65
Section 816 Sale of Collateral			65
Section 817 Action on Notes			66
Section 818 Determination of Existence of Event of Default for Purposes of Section 302(e)			66
Section 819 Notification of Each Series Enhancer and Interest Rate Hedge Provider			66
ARTICLE IX
CONCERNING THE INDENTURE TRUSTEE
Section 901 Duties of the Indenture Trustee			66
Section 902 Certain Matters Affecting the Indenture Trustee			67
Section 903 Indenture Trustee Not Liable			68
Section 904 Indenture Trustee May Own Notes			69
Section 905 Indenture Trustee’s Fees and Expenses			69
Section 906 Eligibility Requirements for the Indenture Trustee			69
Section 907 Resignation and Removal of the Indenture Trustee			69
Section 908 Successor Indenture Trustee			70
Section 909 Merger or Consolidation of the Indenture Trustee			70
Section 910 Separate Indenture Trustees, Co-Indenture Trustees and Custodians			70
Section 911 Representations and Warranties			71
Section 912 Indenture Trustee Offices			73
Section 913 Notice of Event of Default			73
Section 914 Indenture Trustee’s Application for Instructions from the Issuer			73
Section 915 Indenture Trustee’s Duties — Monthly Tape			73
ARTICLE X
SUPPLEMENTAL INDENTURES; AMENDMENTS
Section 1001 Supplemental Indentures Not Requiring Consent of Holders			74
Section 1002 Supplemental Amendment (Not Creating a New Series) with Consent of Holders			75
Section 1003 Execution of Supplemental Indentures			76
Section 1004 Effect of Supplemental Indentures			76
Section 1005 Reference in Notes to Supplemental Indentures			76
Section 1006 Issuance of Series of Notes			76
ARTICLE XI
HOLDERS LISTS
Section 1101 Indenture Trustee to Furnish Issuer Names and Addresses of Holders			78
Section 1102 Preservation of Information; Communications to Holders			78
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201 Compliance Certificates and Opinions			78
Section 1202 Form of Documents Delivered to Indenture Trustee			79

Section 1203 Acts of Holders			79
Section 1204 Inspection			79
Section 1205 Limitation of Rights			80
Section 1206 Severability			80
Section 1207 Notices			80
Section 1208 Consent to Jurisdiction			80
Section 1209 Captions			81
Section 1210 Governing Law			81
Section 1211 No Petition			81
Section 1212 Counterparts			81
Section 1213 WAIVER OF JURY TRIAL			81
Section 1214 Waiver of Immunity			81
Section 1215 Judgment Currency			81
Section 1216 Assignment of Rights of a Series Enhancer			82
Section 1217 Limitation on Payment			82

Exhibits

A		—		Form of Investment Letter
B		—		Form of Control Agreement
C		—		Form of Officer’s Certificate pursuant to Section 404 of the Indenture

Appendices

A		—		Master Index of Defined Terms

Schedules

1		—		Perfection Certificate – Issuer
2		—		Perfection Certificate – Exterran ABS Lessor

     This Indenture, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time as permitted hereby, the “Indenture”), between EXTERRAN ABS 2007 LLC, a limited liability company formed under the laws of the State of Delaware (together with its successors and permitted assigns, the “Issuer”), EXTERRAN ABS LEASING 2007 LLC, a limited liability company formed under the laws of the State of Delaware (the “Exterran ABS Lessor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (together with any successor appointed in accordance with the terms hereof, the “Indenture Trustee”).

GRANTING CLAUSE

          (a) To secure the payment of all Outstanding Obligations and the performance and observance by the Issuer of all of the Issuer’s covenants and agreements contained in this Indenture and all other Related Documents (all such amounts and other obligations collectively, the “Secured Obligations”):

          The Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, a security interest in and to, and a continuing Lien on, all of the Issuer’s right, title and interest in, to and under the following, whether now owned or existing or hereafter created or acquired and wherever located:

          (i) All Owner Compressors, all Compressor Related Assets and all rights and remedies of the Issuer under, or with respect to, the Compressor Related Assets;

          (ii) All Securitization Collections and all amounts, revenues, Proceeds and other sums of money due or to become due, with respect to the Compressor Related Assets including, without limitation, (1) all revenues, payments and other moneys, including all insurance payments and proceeds and claims for losses due, or to become due, to the Issuer under, and all claims for damages arising out of the breach of any Compressor Related Asset; (2) the right of the Issuer to terminate, perform under, or compel performance of the terms of each Compressor Related Asset; and (3) any guarantee of, or credit support with respect to, each Compressor Related Asset and any rights of the Issuer in respect of any subcontracts or assignments permitted under the Related Documents;

          (iii) The Contribution Agreement, the Management Agreement, the Intercreditor Agreement, all Interest Rate Swap Agreements, each Lease and all other Related Documents and all of the Issuer’s rights and remedies (whether directly or as assignee) under any of the foregoing agreements;

          (iv) All Securities Accounts and Deposit Accounts, including, without limitation, the Trust Account, the Lockbox Account, the ABS Lockbox Account (if any), the Purchase Account and, for the benefit of the Noteholders and the Series Enhancer for the related Series only, any Series Account; together with all cash and cash equivalents, Money, Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and other instruments or amounts credited to or deposited from time to time in any of the foregoing;

          (v) All Accounts;

          (vi) All Chattel Paper;

          (vii) All Commercial Tort Claims;

          (viii) All Contracts;

          (ix) All Documents;

          (x) All Equipment;

          (xi) All General Intangibles and all Payment Intangibles (including, if General Intangibles, all membership interests in the Exterran ABS Lessor);

          (xii) All Goods;

          (xiii) All Instruments;

          (xiv) All Intellectual Property;

          (xv) All Inventory;

          (xvi) All Investment Property (including, if Investment Property, the membership interests in the Exterran ABS Lessor);

          (xvii) All Letter-of-Credit Rights;

          (xviii) All Money;

          (xix) All Records;

          (xx) All Supporting Obligations;

          (xxi) All property of the Issuer held by the Indenture Trustee including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to the Indenture Trustee for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of the Issuer, or as to which the Issuer may have any right or power (but only to the extent such property relates to the Owner Compressors and other Collateral acquired from time to time);

          (xxii) All insurance proceeds of the Owner Compressors and the other Collateral and all proceeds of the voluntary or involuntary disposition of the Owner Compressors and the other Collateral;

          (xxiii) Any and all payments made or due to the Issuer in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Owner Compressors and the other Collateral by any Governmental Authority and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of the Owner Compressors and the other Collateral; and

          (xxiv) To the extent not otherwise included above, all income, payments and Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; and

          (b) To secure the payment of all Outstanding Obligations and the performance and observance by the Exterran ABS Lessor of all of the Exterran ABS Lessor’s covenants and agreements contained in this Indenture and all other Related Documents (all such amounts and other obligations collectively, the “Exterran ABS Lessor Secured Obligations”), the Exterran ABS Lessor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Issuer, and the Issuer hereby assigns to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, a security interest in and to, and a continuing Lien on, all of the Exterran ABS Lessor’s right, title and interest in, to and under the following, whether now owned or existing or hereafter created or acquired and wherever located:

          (i) All Owner Compressors, all Compressor Related Assets and all rights and remedies of the Exterran ABS Lessor under, or with respect to, the related Compressor Related Assets;

          (ii) The Lease;

          (iii) All amounts received or receivable under the Lease;

          (iv) All amounts, revenues, Proceeds and other sums of money due or to become due, with respect to the Compressor Related Assets including, without limitation, (1) all revenues, payments and other moneys, including all insurance payments and proceeds and claims for losses due, or to become due, to the Issuer under, and all claims for damages arising out of the breach of any Compressor Related Asset; (2) the right of the Exterran ABS Lessor to terminate, perform under, or compel performance of the terms of each Compressor Related Asset; and (3) any guarantee of, or credit support with respect to, each Compressor Related Asset and any rights of the Exterran ABS Lessor in respect of any subcontracts or assignments permitted under the Related Documents;

          (v) The Transfer Agreement, the Management Agreement, the Intercreditor Agreement, each Lease and all other Related Documents and all of the Exterran ABS Lessor’s rights and remedies (whether directly or as assignee) under any of the foregoing agreements;

          (vi) All Accounts;

          (vii) All Chattel Paper;

          (viii) All Commercial Tort Claims;

          (ix) All Contracts;

          (x) All Documents;

          (xi) All Equipment;

          (xii) All General Intangibles and all Payment Intangibles;

          (xiii) All Goods;

          (xiv) All Instruments;

          (xv) All Intellectual Property;

          (xvi) All Inventory;

          (xvii) All Investment Property;

          (xviii) All Letter-of-Credit Rights;

          (xix) All Money;

          (xx) All Records;

          (xxi) All Supporting Obligations;

          (xxii) All property of the Exterran ABS Lessor held by the Indenture Trustee including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to the Indenture Trustee for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of the Issuer, or as to which the Issuer may have any right or power (but only to the extent such property relates to the Owner Compressors and other Collateral acquired from time to time);

          (xxiii) All insurance proceeds of the Owner Compressors and the other Collateral and all proceeds of the voluntary or involuntary disposition of the Owner Compressors and the other Collateral;

          (xxiv) Any and all payments made, or due to, the Exterran ABS Lessor in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Owner Compressors and the other Collateral by any Governmental Authority and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of the Owner Compressors and the other Collateral; and

          (xxv) To the extent not otherwise included above, all income, payments and Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.

All of the property described in this Granting Clause is herein collectively called the “Collateral”; Collateral described in (a) of this Granting Clause is the “Issuer Collateral” and collateral described in (b) of this Granting Clause is the “Exterran ABS Lessor Collateral.” Notwithstanding the foregoing Grant, (i) no account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person and (ii) no User Contract in which the User is a Sanctioned Person, shall, in either instance, constitute Collateral.

     For avoidance of doubt it is expressly understood and agreed that, to the extent the UCC is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties hereto desire that any property which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision, it being the intention of the Issuer that the description of Collateral set forth above be construed to include the broadest range of assets. Notwithstanding the immediately preceding sentence, the foregoing grant is intended to apply immediately on the date hereof to all Collateral to the fullest extent permitted by Applicable Law regardless of whether any particular item of Collateral is currently subject to the UCC.

     The Issuer hereby irrevocably authorizes the Indenture Trustee and each Control Party at any time, and from time to time, to file, without the signature of the Issuer, in any filing office in any jurisdiction necessary or desirable to perfect the security interests and Liens granted herein or in any other Related Documents, any financing statements (including any such financing statement claiming a security interest in all assets of the Issuer), continuation statements and amendments thereto that (i) indicate or describe the Collateral regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, in the same manner as described herein or in any other manner as the Indenture Trustee or any Control Party may determine in its sole discretion is necessary or desirable to ensure the perfection of the security interests and Liens granted herein, or (ii) provide any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Issuer is an organization, the type of organization and any organizational identification number issued to the Issuer. The Issuer agrees to furnish any such information to the Indenture Trustee or any Control Party promptly upon the request from the Indenture Trustee or such Control Party. The Issuer also ratifies its authorization for the Indenture Trustee or any Control Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Nothing in the foregoing shall be deemed to create an obligation of the Indenture Trustee to file any financing statements, continuation statements or amendments thereto.

     The Exterran ABS Lessor hereby irrevocably authorizes the Indenture Trustee and each Control Party at any time, and from time to time, to file, without the signature of the Exterran ABS Lessor, in any filing office in any jurisdiction necessary or desirable to perfect the security interests and Liens granted herein or in any other Related Documents, any financing statements (including any such financing statement claiming a security interest in all assets of the Exterran ABS Lessor), continuation statements and amendments thereto that (i) indicate or describe the Collateral regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, in the same manner as described herein or in any other manner as the Indenture Trustee or any Control Party may determine in its sole discretion is necessary or desirable to ensure the perfection of the security interests and Liens granted herein, or (ii) provide any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Exterran ABS Lessor is an organization, the type of organization and any organizational identification number issued to the Exterran ABS Lessor. The Exterran ABS Lessor agrees to furnish any such information to the Indenture Trustee or any Control Party promptly upon the request from the Indenture Trustee or such Control Party. The Exterran ABS Lessor also ratifies its authorization for the Indenture Trustee or any Control Party to have filed in any jurisdiction any like

initial financing statements or amendments thereto if filed prior to the date hereof. Nothing in the foregoing shall be deemed to create an obligation of the Indenture Trustee to file any financing statements, continuation statements or amendments thereto.

ARTICLE I

DEFINITIONS

          Section 101 Defined Terms . Capitalized terms used in this Indenture shall have the meanings given to such terms in Appendix A hereto, as such Appendix may be amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions of this Indenture, and the rules of usage set forth in Appendix A shall apply to this Indenture.

          Section 102 Other Definitional Provisions . (a) With respect to any Series, all terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the related Supplement.

          (b) All terms defined in this Indenture shall have the defined meanings when used in any agreement, certificate or other document made or delivered pursuant hereto, including any Supplement, unless otherwise defined therein.

          (c) As used in this Indenture and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Indenture or in any such certificate or other document, and accounting terms partly defined in this Indenture or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP consistently applied. To the extent that the definitions of accounting terms in this Indenture or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP or regulatory accounting principles, the definitions contained in this Indenture or in any such certificate or other document shall control.

          (d) With respect to any Collection Period, the “related Record Date,” the “related Determination Date,” and the “related Payment Date,” shall mean, respectively, the Record Date occurring on the last Business Day of such Collection Period and the Determination Date and Payment Date next following the end of such Collection Period.

          (e) With respect to any Series of Notes, the “related Supplement” shall mean the Supplement pursuant to which such Series of Notes is issued and the “related Series Enhancer” shall mean the Series Enhancer for such Series of Notes.

          (f) All references to the Manager’s financial statements shall mean the consolidated financial statements of the Manager and its consolidated subsidiaries.

          (g) With respect to any ratio analysis required to be performed as of the most recently completed fiscal quarter, the most recently completed fiscal quarter shall mean the most recent fiscal quarter for which financial statements were required hereunder to have been delivered.

          (h) With respect to the calculations of the ratios set forth in this Indenture, the components of such calculations are to be determined in accordance with GAAP, consistently applied, with respect to the Manager.

          Section 103 Computation of Time Periods . Unless otherwise stated in this Indenture or any Supplement issued pursuant to the terms hereof, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

          Section 104 Power of Attorney . The Issuer hereby appoints the Indenture Trustee as its designee for purposes of exercising any power of attorney or right granted by the Manager pursuant to the Management Agreement.

ARTICLE II

THE NOTES

          Section 201 Authorization of Notes . (a) The number of Series or Classes of Notes which may be created by this Indenture is not limited; provided, however , that, the issuance of any Series of Notes shall (i) comply with the provisions of Section 1006 hereof and (ii) not result in, or with the giving of notice or the passage of time or both would result in, the occurrence of a Trigger Event. The aggregate principal amount of Notes of each Series which may be issued, authenticated and delivered under this Indenture is not limited except as shall be set forth in any Supplement and as restricted by the provisions of this Indenture.

          (b) The Notes issuable under this Indenture shall be issued in such Series, and such Class or Classes within a Series, as may from time to time be created by Supplement pursuant to this Indenture. Each Series shall be created by a different Supplement and shall be designated, upon the face thereof, to differentiate the Notes of such Series from the Notes of any other Series. All of the Notes of a Series shall be identical except to the extent set forth in the related Supplement. The Issuer intends that each such Note shall constitute a “security” within the meaning of Article 8 of the UCC.

          (c) Upon satisfaction of and compliance with the requirements and conditions to closing set forth in the related Supplement, Notes of the Series to be executed and delivered on a particular Series Issuance Date pursuant to such related Supplement, may be executed by the Issuer and delivered to the Indenture Trustee for authentication following the execution and delivery of the related Supplement creating such Series or from time to time thereafter, and the Indenture Trustee shall authenticate and deliver Notes upon an Issuer request set forth in an Officer’s Certificate of the Issuer signed by one of its Authorized Signatories, without further action on the part of the Issuer.

          Section 202 Form of Notes; Global Notes .

          (a) Notes of any Series or Class may be issued, authenticated and delivered, at the option of the Issuer, as Public Global Notes, Rule 144A Global Notes, or Definitive Notes or as may otherwise be set forth in a Supplement, and the form of such Notes shall be substantially in the form attached as an exhibit to the related Supplement. Notes of each Series shall be dated the date of their authentication and shall bear interest at such rate, be payable as to principal, premium, if any, and interest on such date or dates, and shall contain such other terms and provisions as shall be established in the related Supplement. Except as otherwise provided in any Supplement, the Notes shall be issued in minimum denominations of $1,000,000 and in integral multiples of $1,000,000 in excess thereof; provided that, one Note of each Class may be issued in a nonstandard denomination.

          (b) If the Issuer shall choose to issue Public Global Notes or Rule 144A Global Notes, such notes shall be issued in the form of one or more Public Global Notes or one or more Rule 144A Global Notes which (i) shall represent, and shall be denominated in an aggregate amount equal to, the aggregate principal amount of all Notes to be issued hereunder, (ii) shall be delivered as one or more Notes held by the Book Entry Custodian, or, if appointed to hold such Notes as provided below, the Notes shall be registered in the name of the Depositary or its nominee, (iii) shall be substantially in the form of the exhibits attached to the related Supplement, with such changes therein as may be necessary to reflect that each such Note is a Global Note, and (iv) shall each bear a legend substantially to the effect included in the form of the exhibits attached to the related Supplement.

          (c) Notwithstanding any other provisions of this Section 202 or of Section 205, unless and until a Global Note is exchanged in whole for Definitive Notes, a Global Note may be transferred, in whole, but not in part, and in the manner provided in this Section 202, only by (i) the Depositary to a nominee of such Depositary, (ii) by a nominee of such Depositary to such Depositary or another nominee of such Depositary, (iii) by such Depositary or any such nominee to a successor Depositary selected or approved by the Issuer or to a nominee of such successor Depositary or (iv) in the manner specified in Section 202(d). The Depositary shall order the Note Registrar to authenticate and deliver any Book Entry Notes and any Global Note for each Class of Notes having an aggregate initial outstanding principal balance equal to the initial outstanding balance of such Class. Note Owners shall hold their respective Ownership Interests in and to such Notes through the book-entry facilities of the

Depositary. Without limiting the foregoing, any Note Owners shall hold their respective Ownership Interests, if any, in Public Global Notes only through Depositary Participants.

          (d) If (i) the Issuer elects to issue Definitive Notes, (ii) the Depositary for the Notes represented by one or more Global Notes at any time notifies the Issuer that it is unwilling or unable to continue as Depositary of the Notes or if at any time the Depositary shall no longer be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, and a successor Depositary is not appointed or approved by the Issuer within ninety (90) days after the Issuer receives such notice or becomes aware of such condition, as the case may be, (iii) the Indenture Trustee, at the direction of the Control Party for a Series of Notes, elects to terminate the book-entry system through the Depositary with respect to such Series, or (iv) after an Event of Default or a Manager Default, Noteholders representing more than fifty percent (50%) of a Series notify the Depositary, or Book Entry Custodian, as the case may be, in writing that the continuation of a book-entry system through the Depositary, or the Book Entry Custodian, as the case may be, is no longer in the best interest of the Noteholders of such Series, the Issuer will promptly execute, and the Indenture Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will promptly authenticate and make available for delivery, Definitive Notes without coupons, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Note then outstanding in exchange for such Global Note or as an original issuance of Notes and this Section 202(d) shall no longer be applicable to the Notes. Upon the exchange of the Global Notes for such Definitive Notes without coupons, in authorized denominations, such Global Notes shall be canceled by the Indenture Trustee. All Definitive Notes shall be issued without coupons. Such Definitive Notes in definitive form issued in exchange for the Global Notes pursuant to this Section 202(d) shall be registered in such names and in such authorized denominations as the Depositary in the case of an exchange or the Note Registrar in the case of an original issuance, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Indenture Trustee. The Indenture Trustee may conclusively rely on any such instructions furnished by the Depositary or the Note Registrar, as the case may be, and shall not be liable for any delay in delivery of such instructions. The Indenture Trustee shall make such Notes available for delivery to the Persons in whose names such Notes are so registered.

          (e) As long as the Notes outstanding are represented by one or more Global Notes:

          (i) the Note Registrar and the Indenture Trustee may deal with the Depositary for all purposes (including the payment of principal of and interest on the Notes) as the authorized representative of the Note Owners;

          (ii) the rights of Note Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Note Owners and the Depositary and/or the Depositary Participants. Unless and until Definitive Notes are issued, the Depositary will make book-entry transfers among the Depositary Participants and receive and transmit payments of principal of, and interest on, the Notes to such Depositary Participants; and

          (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the voting rights of a particular Series, the Depositary shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Depositary Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee.

     (f) Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Notes have been issued in definitive form to Note Owners, the Indenture Trustee shall give all such notices and communications to the Depositary, with a copy to each Series Enhancer.

     (g) The Indenture Trustee is hereby initially appointed as the Book Entry Custodian and hereby agrees to act as such in accordance with the agreement that it has with the Depositary authorizing it to act as such. The Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book Entry Custodian shall, appoint, by written instrument delivered to the Issuer and the Depositary, any other transfer agent (including the Depositary or any successor Depositary) to act as Book Entry Custodian under such conditions as the

predecessor Book Entry Custodian and the Depositary or any successor Depositary may prescribe; provided that, the predecessor Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depositary. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee or, if it so elects, the Depositary shall immediately succeed to its predecessor’s duties as Book Entry Custodian. The Issuer and the Control Party for any Series shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book Entry Custodian.

          (h) No transfer of any Class of Note or interest therein shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. If a transfer of any Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositary or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from such Noteholder substantially in the form attached as Exhibit A hereto or such other certification reasonably acceptable to the Indenture Trustee and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit A hereto or such other certification reasonably acceptable to the Indenture Trustee; or (ii) an Opinion of Counsel satisfactory to the Indenture Trustee (which Opinion of Counsel shall not be an expense of the Issuer or any Affiliate thereof) to the effect that such transfer may be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer and/or such Noteholder’s prospective transferee on which such Opinion of Counsel is based. If such a transfer of any interest in a Book-Entry Note is to be made without registration under the Securities Act, the transferor will be deemed to have made each of the representations and warranties set forth on Exhibit A hereto in respect of such interest as if it was evidenced by a Definitive Note and the transferee will be deemed to have made each of the representations and warranties set forth in either Exhibit A hereto in respect of such interest as if it was evidenced by a Definitive Note. None of the Depositary, the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Class of Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest therein without registration or qualification. Any Noteholder or Note Owner desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositary, the Issuer, the Indenture Trustee, each Series Enhancer and the Note Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

          Section 203 Execution; Recourse Obligation .

          (a) The Notes shall be executed on behalf of the Issuer by manual or facsimile signature of an Authorized Signatory of the Issuer. The Notes shall be dated the date of their authentication by the Indenture Trustee.

          (b) In case any Authorized Signatory of the Issuer whose signature or facsimile signature shall appear on the Notes shall cease to be an Authorized Signatory of the Issuer before the authentication by the Indenture Trustee or the delivery of such Notes, such signature or facsimile signature shall nevertheless be valid, sufficient and binding for all purposes.

          (c) All Notes and the interest thereon shall be recourse obligations of the Issuer and shall be secured by the Collateral. The Notes shall never constitute obligations of the Indenture Trustee, the Contributors, the Manager, any Series Enhancer or of any shareholder or any Affiliate of any such Person (other than the Issuer) or any officers, directors, employees or agents of any thereof, and no recourse may be had under or upon any obligation, covenant or agreement of this Indenture, any Supplement or of any Notes, or for any claim based thereon or otherwise in respect thereof, against any incorporator or against any past, present, or future owner, partner of an owner or any officer, employee or director thereof or of any successor entity, or any other Person, either directly or through the Issuer, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed that this Indenture and the obligations issued hereunder and under any Supplements hereto are solely obligations of the Issuer, and that no such personal liability whatever shall attach to, or is or shall be incurred by, any other Person under or by reason of this Indenture, any Supplement or any Notes or implied therefrom, or for any claim based thereon or in respect thereof, all such liability and any and all such claims being hereby expressly waived and released as a condition of, and as a consideration for,

the execution of this Indenture and the issuance of such Notes. Except as may be provided in any Supplement, no Person other than the Issuer shall be liable for any obligation of the Issuer under this Indenture or any Note or any losses incurred by any Noteholder.

          (d) Each of the Issuer and the Exterran ABS Lessor hereby agree that it is jointly and severally liable for all of the Outstanding Obligations, regardless of the actual allocation of the proceeds of the Notes among each of them. Each of the Issuer and the Exterran ABS Lessor accept joint and several liability for all Outstanding Obligations in consideration of the financial accommodation to be provided by this Indenture to each of them, for the mutual benefit, directly and indirectly, of the Issuer and the Exterran ABS Lessor and in consideration of the undertakings by each of them to accept joint and several liability for the Outstanding Obligations.

          Each of the Issuer and the Exterran ABS Lessor jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other with respect to the payment and performance of all of the Outstanding Obligations, it being the intention of the parties hereto that all of the Outstanding Obligations shall be the joint and several obligations of each of them without preferences or distinction among them.

          The obligations of the Issuer and the Exterran ABS Lessor under the provisions of this Section 203 constitute full recourse obligations of each of them, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Indenture or any other Related Document against the other or any other circumstances whatsoever that under applicable law might constitute a defense to the joint and several obligations of such Person.

          Section 204 Certificate of Authentication . No Notes shall be secured hereby or entitled to the benefit hereof or shall be or become valid or obligatory for any purpose unless there shall be endorsed thereon by manual signature a certificate of authentication by the Indenture Trustee, substantially in the form set forth in the form of Note attached to the related Supplement. Such certificate on any Note issued by the Issuer shall be conclusive evidence and the only competent evidence that it has been duly authenticated and delivered hereunder.

          At the written direction of the Issuer, the Indenture Trustee shall authenticate and deliver the Notes. The Notes shall be dated the date of authentication and delivery thereto by the Indenture Trustee. It shall not be necessary that the same Authorized Signatory of the Indenture Trustee execute the certificate of authentication on each of the Notes.

          Section 205 Registration; Registration of Transfer and Exchange of Notes .

          (a) The Indenture Trustee shall keep at its Corporate Trust Office books in written form for the registration and transfer or exchange of the Notes (the “Note Register”). The Issuer hereby appoints the Indenture Trustee as its registrar (the “Note Registrar”) and transfer agent to keep such books and make such registrations and transfers or exchanges as are hereinafter set forth in this Section 205 and also authorizes and directs the Indenture Trustee to provide, upon written request by the Deal Agent or any Control Party, a copy of such registration record to the Deal Agent or such Control Party, as the case may be. The names and addresses of the Holders of all Notes and all transfers of, and the names and addresses of the transferee of, all Notes will be registered in such Note Register. The Person in whose name any Note is registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Indenture, and the Indenture Trustee, any related Control Party and the Issuer shall not be affected by any notice or knowledge to the contrary. If a Person other than the Indenture Trustee is appointed by the Issuer to maintain the Note Register, the Issuer will give the Indenture Trustee, the Deal Agent and any Control Party prompt written notice of such appointment and of the location, and any change in the location, of the successor note registrar, and the Indenture Trustee, the Deal Agent and any related Control Party shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of such successor note registrar by an officer thereof as to the names and addresses of the Noteholders and Series, Class, principal amount and number of such Notes.

          (b) Payments of principal, premium, if any, and interest on any Note shall be payable on each Payment Date only to the registered Holder thereof on the Record Date immediately preceding such Payment Date. The principal of, premium, if any, and interest on each Note shall be payable at the Corporate Trust Office of the Indenture Trustee in immediately available funds in such coin or currency of the United States of America as at the time for payment shall be legal tender for the payment of public and private debts. Notwithstanding the foregoing or any provision in any Note to the contrary, if so requested by the registered Holder of any Note by written notice to the Indenture Trustee, all amounts payable to such registered Holder may be paid either (i) by crediting the amount to be distributed to such registered Holder to an account maintained by such registered Holder with the Indenture Trustee or by transferring such amount by wire to such other bank in the United States, including a Federal Reserve Bank, as shall have been specified in such notice, for credit to the account of such registered Holder maintained at such bank, or (ii) by mailing a check to such address as such Holder shall have specified in such notice, in either case (subject to the provisions of Section 207 hereof) without any presentment or surrender of such Note to the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee.

          (c) Upon surrender for registration of transfer of any Note at the Corporate Trust Office and subject to the conditions of this Section 205, the Issuer shall execute and the Indenture Trustee or its agent, upon written request, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class, of any authorized denominations and of a like aggregate original principal amount.

          (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the legal, valid and binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture and any Supplement, as the Notes surrendered upon such registration of transfer or exchange.

          (e) Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Indenture Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing.

          (f) Any service charge, fees or expenses made or expense incurred by the Indenture Trustee for any such registration, discharge from registration or exchange referred to in this Section 205 shall be paid by the Noteholder. The Indenture Trustee or the Issuer may require payment by the Holder of a sum sufficient to cover any tax expense or other governmental charge payable in connection therewith.

          (g) If Notes are issued or exchanged in definitive form under Section 202, such Notes will not be registered by the Indenture Trustee unless each Prospective Owner provides the Manager, the Issuer, the Indenture Trustee and any Replacement Manager with a written representation that the statements in either clauses (i) or (ii) of Section 208 is an accurate representation as to all sources of funds to be used to pay the purchase price of the Notes.

          (h) No transfer of a Note shall be deemed effective unless (x) the transferee of such Note has certified (or shall have been deemed to have certified) that it is not a Competitor and (y) the registration and prospectus delivery requirements of Section 5 of the Securities Act and any applicable state securities or “Blue Sky” laws are complied with, or such transfer is exempt from the registration and prospectus delivery requirements under the Securities Act and such laws. In the event that a transfer is to be made without registration or qualification, such Noteholder’s prospective transferee shall deliver to the Indenture Trustee an investment letter substantially in the form of Exhibit A hereto (the “Investment Letter”). The Indenture Trustee is not under any obligation to register the Notes under the Securities Act or any other securities law or to bear any expense with respect to such registration by any other Person or monitor compliance of any transfer with the securities laws of the United States, regulations promulgated in connection thereto or ERISA unless the Notes are issued or exchanged in definitive form under Section 202.

          (i) Notwithstanding the foregoing, the restrictions set forth in clauses (g) and (h) of Section 205 hereof shall not be applicable to any transfer of any Note (or an interest therein) by any Noteholder to any liquidity provider or other provider of credit enhancement to a Noteholder as provided in the Supplement for a Series of Warehouse Notes.

          Section 206 Mutilated, Destroyed, Lost and Stolen Notes . (a) If (i) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Issuer with respect to such Note, such security or indemnity as the Indenture Trustee and the Issuer may require to hold the Indenture Trustee and the Issuer (and any agent of either of them) harmless (the unsecured indemnity of a Rated Institutional Noteholder being deemed satisfactory for such purpose), then the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Series and Class and maturity and of like terms as the mutilated, destroyed, lost or stolen Note; provided, however , that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within thirty (30) days shall be or become due and payable, the Issuer may pay such destroyed, lost or stolen Note when so due or payable instead of issuing a replacement Note.

          (b) If, after the delivery of such replacement Note, or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any and all loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

          (c) The Indenture Trustee and the Issuer may, for each new Note authenticated and delivered under the provisions of this Section 206, require the advance payment by the Noteholder of the expenses, including counsel fees, service charges and any tax or governmental charge which may be incurred by the Indenture Trustee or the Issuer. Any Note issued under the provisions of this Section 206 in lieu of any Note alleged to be destroyed, mutilated, lost or stolen, shall be equally and proportionately entitled to the benefits of this Indenture with all other Notes of the same Series and Class. The provisions of this Section 206 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

          Section 207 Delivery, Retention and Cancellation of Notes . Each Noteholder is required, and hereby agrees, to surrender to the Indenture Trustee, prior to the Legal Final Maturity Date for such Series, any Note on which the final payment due thereon has been made. Any such Note as to which the Indenture Trustee has made or holds the final payment thereon shall be deemed canceled and, unless any unreimbursed payment on such Note has been made by a Series Enhancer for such Series, shall no longer be Outstanding for any purpose of this Indenture, whether or not such Note is ever returned to the Indenture Trustee. Matured Notes delivered upon final payment to the Indenture Trustee and any Notes transferred or exchanged for other Notes shall be canceled and disposed of by the Indenture Trustee in accordance with its policy of disposal and the Indenture Trustee shall promptly deliver to the Issuer such canceled Notes upon reasonable prior written request. If the Indenture Trustee shall acquire, for its own account, any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes. If the Issuer shall acquire any of the Notes, such acquisition shall operate as a redemption or satisfaction of the indebtedness represented by such Notes. Notes which have been canceled by the Indenture Trustee in accordance with the terms of this Indenture shall be deemed paid and discharged for all purposes under this Indenture.

          Section 208 ERISA Deemed Representations . Each prospective initial Noteholder acquiring Notes, each prospective transferee acquiring the Notes, and each prospective owner (or transferee thereof) of a beneficial interest in Notes (each, a “Prospective Owner”) will be deemed to have represented by such purchase to the Issuer, the Indenture Trustee, the Manager and any Replacement Manager that either (i) it is not acquiring the Notes with the assets of a Plan or (ii) the acquisition and holding of the Notes will not give rise to a nonexempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code.

          Section 209 Determination of Requisite Global Majority . A requisite global majority (a “Requisite Global Majority”) shall exist with respect to any action proposed to be taken pursuant to the terms of the Indenture or any Supplement if: (a) the Control Party or Control Parties, as the case may be, representing in aggregate more than fifty percent (50%) of the then Aggregate Note Principal Balance shall approve or direct such proposed action (in making such a determination the following rules shall be employed: (i) for purposes of measuring the Aggregate Note Principal Balance, a Series of Warehouse Notes for which the Commitment Termination Date has not occurred shall be deemed to have an unpaid principal balance equal to the aggregate

Existing Commitment of such Series, and (ii) each Control Party of a Series shall be deemed to have voted the entire unpaid principal balance of all Notes of the related Series in favor of, or in opposition to, such proposed action, as the case may be); and (b) unless Control Parties representing in aggregate more than sixty-six and two thirds percent (66 2/3%) of the Aggregate Note Principal Balance shall have approved or directed such proposed action, each Series Enhancer with respect to each Series of Notes, regardless of whether a Series Enhancer Default with respect to such Series Enhancer shall have occurred and be continuing as of any date of determination, shall have also approved or directed such proposed action.

          Except as otherwise provided in Section 1002, the Indenture Trustee, provided it has sent out notices in accordance with this Indenture, shall act as directed by the Requisite Global Majority. In addition, the Indenture Trustee shall not have any liability for failing to act if not directed by the Requisite Global Majority in a reasonably timely manner. By acceptance of a Note, each Noteholder and Note Owner agree to the foregoing provisions.

ARTICLE III

PAYMENT OF NOTES; ESTABLISHMENT OF ACCOUNTS; CONTROL REQUIREMENTS;
STATEMENTS TO NOTEHOLDERS

          Section 301 Principal and Interest . Distributions of principal, premium, if any, and interest on any Series or Class of Notes shall be made to Noteholders of each Series and Class as set forth in Section 302 of this Indenture and the related Supplement. The Overdue Rate for the Note of any Series shall be as set forth in the related Supplement.

          Section 302 Trust Account . (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain the Trust Account with Wells Fargo Bank, National Association until all Outstanding Obligations and all amounts owing by the Issuer pursuant to the terms of each Enhancement Agreement and each Interest Rate Swap Agreement have been paid in full. The Trust Account shall be in the name of the Indenture Trustee, on behalf of the Noteholders, each Interest Rate Hedge Provider and each Series Enhancer, pursuant to the terms of this Indenture. Neither the Issuer nor the Indenture Trustee shall establish any additional Trust Accounts or other bank or investment accounts without the prior written consent of each Control Party. The Issuer shall promptly notify each Interest Rate Hedge Provider of any new or additional Trust Account established subsequent to the Closing Date.

          (b) The Issuer shall cause all Securitization Collections (whether received directly by the Issuer or on deposit from time to time in the Lockbox Account or the ABS Lockbox Account) to be deposited into the Trust Account or, to the extent provided herein, the Purchase Account.

          (c) The Issuer hereby directs and authorizes the Indenture Trustee, upon the Indenture Trustee’s receipt of any written request (which may be an e-mail) to such effect from the Manager pursuant to the terms of Section 7.3 of the Management Agreement and subject to the provisions of this Section 302(c), to distribute to the Manager from the Trust Account on a Business Day other than a Payment Date funds in an amount equal to the sum of (i) an estimate (based on actual accrued amounts as of the date of such request) of the Operations Fee and S&A Fee expected to be paid on the immediately succeeding Payment Date and (ii) an estimate of the Overhaul Fee (based on actual accrued amounts as of the date of such request) expected to be paid on the immediately succeeding Payment Date; provided, however , that notwithstanding any right of the Manager pursuant hereto or pursuant to the Management Agreement to request such interim distributions with respect to the Operations Fee, S&A Fee and Overhaul Fee, such interim distributions shall be made only so long as (i) no Event of Default or Manager Default shall have occurred and be continuing, (ii) the Manager Termination Date shall not have occurred unless the Indenture Trustee (acting at the direction of the Requisite Global Majority) shall have consented to such interim distribution(s), and (iii) with respect to the Overhaul Fee, the Overhaul Fee Release Conditions shall have been satisfied on the date of such request.

          In addition, so long as no Event of Default shall have occurred and be continuing, the Issuer hereby directs and authorizes the Indenture Trustee, upon the Indenture Trustee’s receipt of a written request from Manager on any Business Day, to distribute to the Manager from the Trust Account an amount equal to the sum of

(x) all Excluded Payments then on deposit in the Trust Account, and (y) so long as all Scheduled Principal Payment Amounts and Supplemental Principal Payment Amounts for all Series of Notes then Outstanding were paid in full on the immediately preceding Payment Date, all Ineligible Collections then on deposit in the Trust Account.

          All interim distributions pursuant to the provisions of this Section 302(c) shall be made on the same day on which such request of the Manager is received, unless such request is received after 10:00 a.m., New York City time, in which case such amount shall be distributed on the immediately succeeding Business Day. The Indenture Trustee is under no obligation to verify that the conditions to any interim distributions set forth in this Section 302(c) have been satisfied before making such distributions; provided , that the Indenture Trustee shall not make any such interim distributions if it shall have received written notice from the Issuer, the Deal Agent or any Control Party that such applicable conditions are not satisfied and the Indenture Trustee shall not have received any subsequent notice from such Person terminating such earlier notice.

          (d) On each Payment Date on which no Event of Default is then continuing, the Indenture Trustee (based on the Manager Report delivered to it pursuant to the Management Agreement), shall distribute the Available Distribution Amount (as reduced by any amounts distributed during the related Collection Period pursuant to Section 302(c) above) from the Trust Account by wire transfer in immediately available funds to the following Persons in the following order of priority and in the following amounts:

          (1) to the Indenture Trustee, an amount equal to the sum of (i) all Indenture Trustee’s Fees and (ii) Indenture Trustee Indemnified Amounts then due and payable for all Series then Outstanding; provided, however , that the amount set forth in clause (ii) shall not exceed $20,000 annually for each Series then Outstanding;

          (2) first , to the Manager, any Excluded Payments received during the related Collection Period (to the extent not previously paid to the Manager pursuant to the provisions of Section 302(c)) which amounts shall, if applicable, be promptly remitted by the Manager to the relevant tax authorities, and second , after all amounts owing pursuant to clause first have been paid, to the Manager, reimbursement for any unpaid Manager Advances in accordance with the terms of the Management Agreement;

          (3) to the Manager, an amount equal to any Management Fee then due and payable (which amounts shall have been reduced for any related amounts previously distributed to the Manager pursuant to Section 302(c) hereof);

          (4) first , to the Back-up Manager, an amount equal to any Back-up Manager Fee then due and owing and not previously paid by the Manager; and second , after the payments pursuant to clause first have been paid, to the Manager, an amount equal to any Back-up Manager Fee previously paid by the Manager and not previously reimbursed;

          (5) if the Manager is not an Exterran Affiliate, then first , to each applicable insurance provider or such other Person to whom such amounts are payable, on a pro rata basis based on the relative amounts then owing, an amount equal to any premiums then due in respect of Property Insurance and Liability Insurance (to the extent not paid by any Exterran Affiliate), and second , to the Control Party for each Series, on a pro rata basis based on the relative amounts then owing, an amount equal to any unreimbursed premiums previously paid by such Control Party in respect of Property Insurance and Liability Insurance (to the extent not paid by any Exterran Affiliate);

          (6) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts owing to all such Interest Rate Hedge Providers), an amount equal to any scheduled payments (other than termination payments) and any accrued interest thereon, then due and payable pursuant to the terms of all Interest Rate Swap Agreements then in effect to which such Interest Rate Hedge Provider is a counterparty with the Issuer;

          (7) to each Series Enhancer, on a pro rata basis based on the relative amounts of Premium owing to each Series Enhancer, an amount equal to all Premiums then due and payable to such Series Enhancer;

          (8) to the Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments for each such Series then due and payable (provided that any portion of the Interest Payments relating to the reimbursement of Interest Payments previously paid by a Series Enhancer (together with interest thereon at the rate specified in the applicable Enhancement Agreement) shall be paid directly to the related Series Enhancer). If sufficient funds do not exist on such Payment Date to pay in full all amounts then due and owing pursuant to this clause (8), the remaining Available Distribution Amount shall be allocated among all Series of Notes then Outstanding in the same proportion as the ratio of (x) the Interest Payments then due and owing with respect to a particular Series of Notes, to (y) the aggregate amount of all Interest Payments then due and owing to all Series of Notes pursuant to this clause (8);

          (9) in payment of the amounts described in clauses (A) and (B) below:

     (A) to the Series Account for each Series of Warehouse Notes then Outstanding, on a pro rata basis, an amount equal to the sum of the Commitment Fees then due and payable, and

     (B) to each Series Enhancer, on a pro rata basis, an amount equal to all Series Enhancer Commitment Fees for each such Series then due and payable.

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (9) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (9) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (9);

          (10) to the Manager, an amount equal to the Overhaul Fee then due and payable (which amount shall have been reduced for any related amounts previously distributed to the Manager pursuant to Section 302(c) hereof);

          (11) in payment of the amounts set forth in clauses (A) and (B) below:

     (A) to the Series Account for each Series of Term Notes and each Series of Warehouse Notes with respect to which its Commitment Termination Date has occurred, the Minimum Principal Payment Amounts then due and owing for each such Series on such Payment Date to be paid in accordance with Section 302(f) hereof;

     (B) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts then owing), the amount of all Note Partial Termination Amounts then due and payable with respect to all Interest Rate Swap Agreements to which it is a counterparty with the Issuer.

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (11) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (11) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (11);

          (12) to the Series Account for each Series of Term Notes and each Series of Warehouse Notes with respect to which its Commitment Termination Date has occurred, the Scheduled Principal Payment Amount then due and owing for each such Series on such Payment Date to be paid in accordance with Section 302(f) hereof;

          (13) to the Series Account for each Series of Notes then Outstanding in accordance with the provisions of Section 302(g), the portion (if any) of the Supplemental

Principal Payment Amount that is distributable with respect to such Series of Notes pursuant to Section 702(b);

          (14) if the Manager is not an Exterran Affiliate, then first to the Person (other than any Exterran Affiliate) to whom any Management Related Expenses are payable, the amount of any Management Related Expenses due and owing to such Person, and second to the Control Party for any Series, an amount equal to any unreimbursed Management Related Expenses previously paid by such Control Party;

          (15) to the Manager, an amount equal to any Excess Operation Expenses and any Excess S&A Expenses then due and payable;

          (16) to the Manager, an amount equal to any Incentive Management Fee then due and payable;

          (17) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts owing), an amount equal to any unpaid termination payments, and accrued interest thereon, then due and payable pursuant to the terms of any Interest Rate Swap Agreement;

          (18) to each of the Persons described in clauses (A) through (F) below, an amount equal to any indemnification payments and other amounts (including Default Fee) then owing pursuant to the terms of the Related Documents:

     (A) each Noteholder and each Person claiming through any Noteholder (which amounts shall be paid into the Series Account for the applicable Series of Notes held by such Noteholder for distribution to such Noteholder or other Person);

     (B) each Series Enhancer;

     (C) each Interest Rate Hedge Provider;

     (D) the Deal Agent;

     (E) the Indenture Trustee; and

     (F) if the Manager is not an Exterran Affiliate, the Manager,

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (18) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (18) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (18);

          (19) if the Manager is an Exterran Affiliate, to the Manager, all indemnification payments and other amounts then due and owing to the Manager pursuant to the terms of the Related Documents; and

          (20) to the Issuer or its designee, any remaining Available Distribution Amount.

          (e) On each Payment Date on which an Event of Default has occurred and is continuing (as determined in accordance with Section 818), the Indenture Trustee (based on the Manager Report delivered to it pursuant to the Management Agreement), shall distribute the Available Distribution Amount (as reduced by any amounts distributed during the related Collection Period pursuant to Section 302(c) above) from the Trust Account by wire transfer in immediately available funds to the following Persons in the following order of priority and in the following amounts:

          (1) to the Indenture Trustee, an amount equal to the sum of (i) all costs and expenses incurred by the Indenture Trustee (including the reasonable fees and expenses of counsel to the Indenture Trustee) and (ii) the sum of (x) all Indenture Trustee’s Fees and (y) Indenture Trustee Indemnified Amounts then due and payable (to the extent not paid pursuant to clause (i) hereof) for all Series then Outstanding; provided, however, that the amount described in clause (y) shall not exceed $20,000 annually for each Series then Outstanding;

          (2) first , to the Manager, any Excluded Payments received during the related Collection Period (to the extent not previously paid to the Manager pursuant to the provisions of Section 302(c)), which amounts shall, if applicable, be promptly remitted by the Manager to the relevant tax authorities, and second , after all amounts owing pursuant to clause first have been paid, to the Manager, reimbursement for any unpaid Manager Advances in accordance with the terms of the Management Agreement;

          (3) to the Manager, any Management Fee then due and payable (which amounts shall have been reduced for any related amounts previously distributed to the Manager pursuant to Section 302(c));

          (4) first , to the Back-up Manager, an amount equal to any Back-up Manager Fee then due and owing and not previously paid by the Manager; and second , after the payments pursuant to clause first have been paid to the Manager, an amount equal to any Back-up Manager Fee previously paid by the Manager and not previously reimbursed;

          (5) if the Manager is not an Exterran Affiliate, then first , to each applicable insurance provider or such other Person to whom such amounts are payable, on a pro rata basis based on the relative amounts then owing, an amount equal to any premiums then due in respect of Property Insurance and Liability Insurance (to the extent not paid by any Exterran Affiliate), and second , to the Control Party for each Series, on a pro rata basis based on relative amounts then owing, an amount equal to any unreimbursed premiums previously paid by such Control Party in respect of Property Insurance and Liability Insurance (to the extent not paid by any Exterran Affiliate);

          (6) to each Series Enhancer, on a pro rata basis based on the relative amounts of Premiums owing to each Series Enhancer, an amount equal to all Premiums then due and payable to such Series Enhancer;

          (7) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts owing to all such Interest Rate Hedge Providers), an amount equal to any scheduled payments (other than termination payments) and any accrued interest thereon then due and payable pursuant to the terms of all Interest Rate Swap Agreements then in effect to which such Interest Rate Hedge Provider is a counterparty with the Issuer;

          (8) to the Series Account for each Series of Notes then Outstanding, an amount equal to the Interest Payments for each such Series then due and payable (provided that any portion of the Interest Payments relating to the reimbursement of Interest Payments previously paid by a Series Enhancer (together with interest thereon at the rate specified in the applicable Enhancement Agreement) shall be paid directly to the related Series Enhancer). If sufficient funds do not exist on such Payment Date to pay in full all amounts then due and owing pursuant to this clause (8), the remaining Available Distribution Amount shall be allocated among all Series of Notes then Outstanding in the same proportion as the ratio of (x) the Interest Payment then due and owing with respect to a particular Series of Notes, to (y) the aggregate amount of all Interest Payments then due and owing to all Series of Notes pursuant to this clause (8);

          (9) in payment of the amounts described in clauses (A) and (B) below:

     (A) to the Series Account for each Series of Warehouse Notes then Outstanding, on a pro rata basis, an amount equal to the sum of the Commitment Fees then due and payable; and

     (B) to each Series Enhancer, on a pro rata basis, an amount equal to all Series Enhancer Commitment Fees for each such Series then due and payable.

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (9) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (9) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (9);

          (10) to the Manager, an amount equal to the Overhaul Fee then due and payable (which amount shall have been reduced for any related amounts previously distributed to the Manager pursuant to Section 302(c) hereof);

          (11) the remaining Available Distribution Amount to be distributed in payment of the amounts set forth in the following clauses (A) and (B):

     (A) to the Series Account for each Series of Notes then Outstanding (on a pro rata basis based on the relative unpaid principal balances of each such Series of Notes then Outstanding), an amount equal to the then unpaid principal balance of such Series of Notes; and

     (B) to each Series Enhancer, an amount equal to all Reimbursement Amounts then owing to such Series Enhancer on each Series of Notes for which it provides Series Enhancement;

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (11) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (11) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (11);

          (12) if the Manager is not an Exterran Affiliate, then first , to the Person (other than any Exterran Affiliate) to whom any Management Related Expenses are payable, the amount of any Management Related Expenses due and owing to such Person, and second, to the Control Party for any Series, an amount equal to any unreimbursed Management Related Expenses previously paid by such Control Party.

          (13) to each Interest Rate Hedge Provider (on a pro rata basis based on the relative amounts owing), any amounts then due and payable pursuant to the terms of any Interest Rate Swap Agreement (to the extent not paid pursuant to clause (7) above;

          (14) to each of the Persons described in clauses (A) through (E), an amount equal to any indemnification payments and other amounts (including Default Fee) then owing pursuant to the terms of the Related Documents:

     (A) each Noteholder and each Person claiming through any Noteholder (which amounts shall be paid into the Series Account for the applicable Series of Notes held by such Noteholder for distribution to such Noteholder or other Person);

     (B) each Series Enhancer;

     (C) each Interest Rate Hedge Provider;

     (D) the Deal Agent;

     (E) the Indenture Trustee; and

     (F) if the Manager is not an Exterran Affiliate, the Manager.

If sufficient funds do not exist to pay in full all such amounts then due and payable pursuant to this clause (14) on any Payment Date, the remaining Available Distribution Amount shall be allocated among each such Person in the same proportion as the ratio of (x) the amount then due and owing to each such Person pursuant to the provisions of this clause (14) to (y) the aggregate amount then due and owing pursuant to the provisions of this clause (14);

          (15) to the Manager, an amount equal to any Excess Operation Expenses and any Excess S&A Expenses then due and payable;

          (16) to the Manager, an amount equal to any Incentive Management Fee then due and payable;

          (17) if the Manager is an Exterran Affiliate, to the Manager, all indemnification payments and other amounts then due and owing to the Manager pursuant to the terms of the Related Documents; and

          (18) after payment in full in cash of all Secured Obligations, to the Issuer or its designee, any remaining amounts on deposit in the Trust Account on such date.

          (f) On each Payment Date on which no Event of Default is continuing, the funds available to pay the Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts, as the case may be, owing to all Series of Notes then outstanding pursuant to the provisions of Section 302(d) will be allocated among each Series of Notes sequentially based on the Series Issuance Date of such Series of Notes, so that no such Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts will be paid with respect to any Series unless the Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts (as the case may be) shall have been paid in full with respect to each Series of Notes (if any) having an earlier Series Issuance Date than such Series. For purposes of this Section 302(f), each Series of Warehouse Notes will be deemed to have a Series Issuance Date equal to its Commitment Termination Date. If two (2) or more Series of Notes were issued on the same date, then such Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts, as the case may be, will be allocated among each such Series of Notes on a pro rata basis, based on the Minimum Principal Payment Amounts or Scheduled Principal Payment Amounts, as the case may be, then due with respect to such affected Series.

          (g) On each Payment Date on which no Event of Default is continuing, the Issuer shall, in accordance with the priority of payments set forth in Section 302(d) make a payment of the Supplemental Principal Payment Amount then due and owing, if any, first to each Series of Warehouse Notes then Outstanding for which the Commitment Termination Date has not occurred on a pro rata basis, in proportion to the then unpaid principal balance of such Warehouse Notes, until the principal balances of all such Warehouse Notes have been paid in full, second , any portion of the Supplemental Principal Payment Amount remaining after applying clause first shall be paid to each Series of Warehouse Notes then Outstanding for which the Commitment Termination Date has occurred on a pro rata basis, in proportion to the then unpaid principal balance of such Warehouse Notes, until the principal balances of all such Warehouse Notes have been paid in full, and third , any portion of the Supplemental Principal Payment Amount remaining after applying clauses first and second , shall be paid to all Series of Term Notes then Outstanding on a pro rata basis, in proportion to the then unpaid principal balance of each such Series of Term Notes, until the principal balances of all Series of Term Notes have been paid in full.

          (h) The Issuer shall have the right, but not the obligation, to make (or to direct the Indenture Trustee to make) principal payments on any Series of Notes from some or all of (i) amounts that are payable or have been paid to the Issuer pursuant to this Section 302, (ii) amounts that the Issuer receives from advances or draws under any Series of Warehouse Notes, (iii) proceeds of the issuance of any Series of Notes, (iv) funds representing capital contributions made to the Issuer and (v) funds previously retained in the Trust Account during the continuation of a Prospective Trigger Event. Without limiting the foregoing, at the direction of the Issuer, amounts and proceeds contemplated by the preceding sentence may be included in distributions in respect of principal payments on the Notes of one or more Series pursuant to Section 302(d).

          Section 303 Investment of Monies Held in the Transaction Accounts . The Indenture Trustee shall invest any cash deposited in the Transaction Accounts in such Eligible Investments as the Manager shall direct (or, if an Event of Default has occurred and is then continuing, the Indenture Trustee shall invest such funds in Eligible Investments as directed by the Requisite Global Majority), in writing or by telephone and subsequently confirm such directions in writing. Each Eligible Investment (including reinvestment of the income and proceeds of Eligible Investments) shall be held to its maturity and shall mature or shall be payable on demand not later than the Business Day immediately preceding the next succeeding Payment Date in the case of all Transaction Accounts. If the Indenture Trustee has not received written instructions from the Manager by 2:30 p.m. (New York time) on the day such funds are received as to the investment of funds then on deposit in any of the aforementioned accounts, the Issuer hereby instructs the Indenture Trustee to invest such funds in Eligible Investments of the type described in clause (4) of the definition of Eligible Investments. Eligible Investments shall be made in the name of the Indenture Trustee for the benefit of the Noteholders, any Interest Rate Hedge Provider and any Series Enhancer. Any earnings on Eligible Investments in the Transaction Accounts shall be retained in each such account and be distributed in accordance with the terms of this Indenture or any related Supplement. The Indenture Trustee shall not be liable or responsible for losses on any investments made by it pursuant to this Section 303.

          Section 304 Control . (a) Each of the Issuer, the Indenture Trustee and Wells Fargo Bank, National Association, in its capacity as a Securities Intermediary, hereby agrees that (i) each of the Transaction Accounts will be a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) the Securities Intermediary shall, subject to the terms of this Indenture, treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to such accounts, and the Indenture Trustee shall be the “Entitlement Holder” within the meaning of Section 8-102(a)(7) of the UCC with respect to all such Financial Assets, (iii) all Eligible Investments will be promptly credited to such accounts and shall be treated as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the UCC, and (iv) all securities and other property underlying any Financial Assets credited to such accounts shall be registered in the name of the Indenture Trustee, endorsed to the Indenture Trustee and in no case will any financial asset credited to the Transaction Accounts be registered in the name of the Issuer, payable to the order of the Issuer or specially indorsed to the Issuer except to the extent the foregoing have been specially and duly endorsed to the Securities Intermediary at which such accounts are maintained or in blank.

          (b) Upon the occurrence of an Event of Default hereunder, the Indenture Trustee, acting in accordance with the terms of this Indenture, shall be entitled to provide an Entitlement Order (as defined in Section 8-102(a)(8) of the UCC) to the Securities Intermediary at which such accounts are maintained. Upon receipt of the Entitlement Order in accordance with the provisions of this Indenture, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Issuer or any other Person.

          (c) In the event that a Corporate Trust Officer of the Indenture Trustee obtains actual knowledge that the Indenture Trustee has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Account, any Series Account or any security entitlement credited thereto (other than a security interest for the benefit of the Noteholders), the Indenture Trustee hereby agrees that such security interest shall be subordinate to the security interest created by this Indenture. The financial assets and other items deposited to the accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person except as created pursuant to this Indenture.

          (d) On or prior to the Closing Date, each of the Issuer, the Indenture Trustee and the Securities Intermediary shall enter into the Control Agreement, with respect to each of the Trust Account, the Purchase Account and the Series 2007-1 Series Account substantially in the form of Exhibit B hereto.

          Section 305 Reports . The Indenture Trustee shall promptly upon request furnish to each Noteholder, each Series Enhancer and each Interest Rate Hedge Provider a copy of all reports, financial statements and notices received by the Indenture Trustee pursuant to any Related Document.

          Section 306 Records . The Indenture Trustee shall cause to be kept and maintained adequate records pertaining to the Transaction Accounts and each Series Account and all receipts and disbursements therefrom. The Indenture Trustee shall deliver at least quarterly an accounting thereof in the form of a trust statement to each Control Party, and upon request to the Issuer, the Deal Agent, the Manager and each Interest Rate Hedge Provider.

          Section 307 CUSIP Numbers .

          The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that, any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Indenture Trustee of any change in the “CUSIP” numbers.

          Section 308 No Claim .

          Indemnities payable to the Indenture Trustee, the Manager and any other Person shall be limited recourse to the Issuer and shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in the event such amounts are not paid in accordance with Section 302 of this Indenture.

          Section 309 Compliance with Withholding Requirements .

          Notwithstanding any other provision of this Indenture, the Indenture Trustee shall comply with all United States federal income tax withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that the Indenture Trustee reasonably believes are applicable under the Code. The consent of Noteholders shall not be required for any such withholding.

          Section 310 Tax Treatment of Notes .

          The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness. The Issuer and the Indenture Trustee, by entering into this Indenture, and each Noteholder, by its acceptance of its Note (and any Person that is a beneficial owner of any interest in a Note, by virtue of such Person’s acquisition of a beneficial interest therein), agree to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness.

          Section 311 Rights of Noteholders . The Noteholders of each Series shall have the right to receive, at the times and in the amounts specified in the related Supplement, (i) funds on deposit in any Series Account for such Series and (ii) payments made by any Series Enhancer to the Indenture Trustee pursuant to any Enhancement Agreement providing Series Enhancement for such Series. Each Noteholder, by acceptance of its Notes, (a) acknowledges and agrees that (except as expressly provided herein and in a Supplement entered into in accordance with Section 1006(b) hereof) the Noteholders of a Series shall not have any interest in any Series Account for the benefit of any other Series and (b) ratifies and confirms the terms of this Indenture and the Related Documents executed in connection with such Series.

          Section 312 Collections and Allocations . With respect to each Collection Period, the Available Distribution Amount on deposit in the Trust Account (and the other Transaction Accounts when provided in this Indenture) will be allocated to each Series then Outstanding in accordance with Article III of this Indenture and the Supplements.

          Section 313 Purchase Account .

          (a) On or prior to the Closing Date, the Indenture Trustee shall establish and maintain in the name of the Indenture Trustee an Eligible Account with the Corporate Trust Office of the Indenture Trustee which shall be designated the purchase account (the “Purchase Account”) and which shall be held by the Indenture Trustee pursuant to this Indenture. Any and all moneys remitted by the Issuer, or the Manager on the Issuer’s behalf, to the Purchase Account, together with any Eligible Investments in which such moneys are or will be invested or reinvested, shall be held in the Purchase Account. Any and all moneys in the Purchase Account shall be invested in Eligible Investments in accordance with this Indenture and shall be distributed in accordance with this Section 313.

          (b) The Issuer shall (or shall cause the Manager to) deposit into the Purchase Account all Compressor Reinvestment Sales Proceeds. The Issuer may, so long as no Control Party has sent written direction to the contrary to each of the Issuer, the Manager, the Indenture Trustee and each other Control Party, use, or cause the use of, all or any portion of the Compressor Reinvestment Sales Proceeds then on deposit in the Purchase Account to pay to the Contributors the purchase price for one or more Compressors that satisfy the Additional Compressor Criteria and the Purchase Criteria pursuant to a transaction complying with the terms of the Contribution Agreement and this Indenture, by delivering a written notice and certificate to the Indenture Trustee (1) specifying (x) the amount of Compressor Reinvestment Sales Proceeds to be released from the Purchase Account and paid over to the Contributor and identifying the Contributor to be paid, (y) the applicable Purchase Date on which such amount shall be released and paid and (z) a description of the Additional Compressors to be purchased and (2) representing and warranting to the Indenture Trustee, each Noteholder, each Control Party, and each Interest Rate Hedge Provider that, as at the Purchase Date for such Additional Compressors, such Additional Compressors satisfy all of the Additional Compressor Criteria and the Purchase Criteria.

          (c) If the Issuer does not utilize all of the Compressor Reinvestment Sales Proceeds to purchase Additional Compressors within thirty (30) days after the date on which such Compressor Reinvestment Sales Proceeds were initially deposited into the Purchase Account, then the Indenture Trustee, at the direction of the Manager or any Control Party, shall transfer from the Purchase Account to the Trust Account any unused portion of such Compressor Reinvestment Sales Proceeds. In determining whether or not all of the Compressor Reinvestment Sales Proceeds arising from a specific Owner Compressor were re-invested in Additional Compressors within a thirty (30) day period, the Issuer shall utilize a first-in, first out method of tracking Compressor Reinvestment Sales Proceeds.

          (d) Upon the occurrence of either a Trigger Event or a Prospective Trigger Event, the Indenture Trustee, at the direction of the Manager or any Control Party, as the case may be, shall promptly liquidate all Eligible Investments credited to the Purchase Account and transfer all funds from the Purchase Account to the Trust Account.

ARTICLE IV

COLLATERAL

          Section 401 Collateral .

          (a) The Notes and the obligations of the Issuer and the Exterran ABS Lessor hereunder shall be obligations of the Issuer and the Exterran ABS Lessor as provided in Section 203 hereof. The Noteholders, each Series Enhancer and each Interest Rate Hedge Provider shall also have the benefit of, and the Notes shall be secured by and be payable solely from, the Collateral.

          (b) Notwithstanding anything contained in this Indenture to the contrary, each of the Issuer and the Exterran ABS Lessor expressly agrees that it shall remain liable under each agreement and contract included in the Collateral to which it is a party to observe and perform all the conditions and obligations to be observed and performed by the Issuer thereunder and that the Issuer shall perform all of its duties and obligations thereunder, all in accordance with and pursuant to the terms and provisions of each such contract and agreement.

          (c) The Indenture Trustee hereby acknowledges the appointment by the Issuer and the Exterran ABS Lessor of the Manager to service and administer the Collateral in accordance with the provisions of the Management Agreement and, so long as such Management Agreement shall not have been terminated in accordance with its terms, the Indenture Trustee hereby agrees to provide the Manager with such documentation, and to take all such actions with respect to the Collateral, as the Manager may reasonably request in writing in accordance with the express provisions of the Management Agreement. Until such time as the Management Agreement has been terminated in accordance with its terms, the Manager, on behalf of the Issuer and the Exterran ABS Lessor, shall collect all payments on the User Contracts in accordance with the provisions of the Management Agreement and the Intercreditor Agreement.

          (d) The Indenture Trustee or the Requisite Global Majority (or any other Person (including the Back-up Manager or the Manager) designated by the Indenture Trustee or the Requisite Global Majority) may, upon the occurrence of (i) any Event of Default (after notifying the Issuer of its intention to do so) or (ii) an Exterran Group Event, (1) set up and maintain the ABS Lockbox Account (unless such ABS Lockbox Account has been previously created by the Back-up Manager in connection with a Manager Termination Notice) and (2) notify Users and any other Account Debtors of the Issuer, including, without limitation, any Person obligated to make payments pursuant to any User Contract, parties to the Contracts of the Issuer and obligors in respect of Instruments of the Issuer, that (x) the User Contracts and Accounts, and the right, title and interest of the Issuer in and under such User Contracts, Accounts, Contracts and Instruments, have been assigned to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, and (y) payments in respect of such User Contracts, Accounts, Contracts and Instruments shall be made directly to the ABS Lockbox Account, and the Indenture Trustee and/or the Requisite Global Majority (and/or any such designee) 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 User Contracts, Accounts, Contracts and Instruments. The Indenture Trustee hereby agrees that it will cause amounts on deposit from time to time in the ABS Lockbox Account, if any, to be deposited into the Trust Account.

          (e) Notwithstanding anything contained in this Indenture to the contrary, the Indenture Trustee or any Entitled Party may reject or refuse to accept any Collateral for credit toward payment of the Notes that is an account, instrument, chattel paper, lease, or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person.

          Section 402 Pro Rata Interest .

          (a) All Series of Notes Outstanding shall be equally and ratably entitled to the benefits of this Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Indenture and the related Supplement.

          (b) With respect to each Series of Notes, the execution and delivery of the related Supplement shall be upon the express condition that, if the conditions specified in Section 701 of this Indenture are met with respect to such Series of Notes, the security interest and all other estate and rights granted by this Indenture with respect to such Series of Notes shall cease and become null and void and all of the property, rights, and interest granted as security for the Notes of such Series shall revert to and revest in the Issuer without any other act or formality whatsoever.

          Section 403 Indenture Trustee’s Appointment as Attorney-in-Fact; Certain Rights of Control Party .

          (a) Each of the Issuer and the Exterran ABS Lessor hereby irrevocably constitutes and appoints the Indenture Trustee, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Issuer or the Exterran ABS Lessor, as the case may be, and in the name of the Issuer or the Exterran ABS Lessor, as the case may be, or in its own name, from time to time at the Indenture Trustee’s discretion (as directed by the Requisite Global Majority and/or any Control Party in accordance with this Indenture), for the purpose of carrying out the terms and purposes of this Indenture, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Indenture and, without limiting the generality of the foregoing, the Issuer hereby gives the Indenture Trustee the power and right, on behalf of the Issuer, without notice to or assent by the Issuer, to do any or all of the following as the Indenture Trustee may elect:

          (i) to ask, demand, collect, recover, compound, sue for, receive and give acquittances and receipts for any and all monies due or to become due under the Collateral and, in the name of the Issuer or the Exterran ABS Lessor, as the case may be, in its own name or otherwise, to take possession of, endorse, receive and collect any checks, drafts, note, acceptances or other Instruments for the payment of monies due under the Collateral and to file any claim or to take or commence any other action or Proceeding in any court of law or equity or otherwise deemed appropriate by the Indenture Trustee for

the purpose of collecting any and all such monies due under or with respect to the Collateral whenever payable;

          (ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Indenture and to pay all or any part of the premiums therefor and the costs thereof; and

          (iii) to (1) direct any Person liable for any payment under or in respect of any of the Collateral (including, without limitation, any User Contracts) to make payment of any and all monies due or to become due thereunder directly to the Indenture Trustee or as the Indenture Trustee shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of the Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against the Issuer or the Exterran ABS Lessor, assignments, verifications and notices in connection with Accounts and other Instruments and Documents constituting or relating to the Collateral, (4) commence and prosecute any suits, actions or Proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of the Collateral, (5) defend any suit, action or proceeding brought against the Issuer or the Exterran ABS Lessor with respect to the Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, give such discharges or releases as the Indenture Trustee may deem appropriate, (7) obtain or adjust insurance required to be maintained by the Issuer or the Exterran ABS Lessor pursuant to any Related Document upon the failure by the Issuer to maintain such insurance, (8) prepare and file any UCC financing statements in the name of the Issuer or the Exterran ABS Lessor as debtor, (9) prepare, sign and file for recordation, to the extent that there is any Intellectual Property, in any intellectual property registry appropriate evidence of the security interest and Lien granted herein in the Intellectual Property in the name of the Issuer or the Exterran ABS Lessor as assignor, (10) pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, (11) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Indenture Trustee were the absolute owner thereof for all purposes, and (12) do, at the Indenture Trustee’s option and Issuer’s expense, at any time, or from time to time, all acts and things which the Indenture Trustee may reasonably deem necessary to protect, preserve or realize upon the Collateral and the Indenture Trustee’s Lien therein in order to effect the intent of this Indenture, all as fully and effectively as the Issuer or the Exterran ABS Lessor, as the case may be, might do.

          The Indenture Trustee has no obligation or duty to determine whether to perfect, file, record or maintain any perfected, filed or recorded document or instrument (all of which the Issuer shall prepare, deliver and instruct the Indenture Trustee to execute at the Issuer’s expense) in connection with the grant of security interest in the Collateral hereunder.

          (b) The Indenture Trustee shall not exercise the power of attorney or any rights granted to the Indenture Trustee pursuant to this Section 403 other than those contained in clauses (8), (9) and (12) of Section 403(a)(iii) unless an Event of Default shall have occurred and be continuing or such exercise is otherwise permitted hereunder. The Issuer hereby ratifies, to the extent permitted by law, all actions that said attorney shall lawfully do, or cause to be done, by virtue hereof. The power of attorney granted pursuant to this Section 403 is a power coupled with an interest and shall be irrevocable until all Series of Notes and other obligations secured hereby are paid and performed in full.

          (c) The powers conferred on the Indenture Trustee hereunder are solely to protect the Indenture Trustee’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers except as set forth herein. The Indenture Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees, agents or representatives shall be responsible to the Issuer or the Exterran ABS Lessor for any act or failure to act, except for its own negligence or willful misconduct.

          (d) Each of the Issuer and the Exterran ABS Lessor authorizes the Indenture Trustee (i) at any time and from time to time after a Manager Default, at the written direction of the Requisite Global Majority, to terminate the Management Agreement then in effect and/or exercise any other remedies under Section 12.2 of the

Management Agreement, (ii) at any time and from time to time upon the occurrence of an Event of Default and at the direction of the Requisite Global Majority, to (x) communicate in its own name with any party to any User Contract with regard to the assignment hereunder of the right, title and interest of the Issuer or the Exterran ABS Lessor, as the case may be, in, to and under the User Contracts and other matters relating thereto and (y) execute, in connection with the sale of Collateral provided for in Article VIII hereof, any endorsements, assignments or other instruments of conveyance or transfer or sale with respect to the Collateral, (iii) at any time and from time to time, at the written direction of the Requisite Global Majority, to take any and all actions and exercise any and all rights and remedies (including, without limitation, all rights to give or withhold consents and/or approvals) of the Indenture Trustee under the Intercreditor Agreement as the Requisite Global Majority shall direct, and (iv) at any time and from time to time, at the direction of the Requisite Global Majority, to take any and all actions and exercise any and all rights and remedies (including, without limitation, all rights to give or withhold consents and/or approvals) stated to be exercisable by the Indenture Trustee under the Management Agreement, Back-up Management Agreement, Contribution Agreement or any other Related Document. The Indenture Trustee hereby agrees, for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, that it shall act as directed in accordance with this Section 403(d).

          (e) If either the Issuer or the Exterran ABS Lessor fails to perform or comply with any of its agreements contained herein, the Indenture Trustee, with the consent of, or at the direction of, the Requisite Global Majority, shall perform or comply, or otherwise cause performance or compliance, with such agreement. The reasonable expenses, including attorneys’ fees and expenses, of the Indenture Trustee incurred in connection with such performance or compliance, together with interest thereon at the Overdue Rate specified in the related Supplement, shall be payable by the Issuer and the Exterran ABS Lessor to the Indenture Trustee on demand and shall constitute additional Outstanding Obligations secured hereby.

          (f) Each of the Issuer, the Exterran ABS Lessor, the Indenture Trustee, each Series Enhancer and, by its acceptance of its respective Note, each Noteholder, hereby agrees that, if the Indenture Trustee shall fail to act as directed by the Requisite Global Majority at any time at which it is so required to act hereunder or under any other Related Document, then, in each case, the Requisite Global Majority shall be entitled to take such action directly in its own capacity or on behalf of the Indenture Trustee. If the Indenture Trustee fails to act as directed by the Requisite Global Majority when so required to act under any Related Document, then the Indenture Trustee shall, upon the request of the Requisite Global Majority, irrevocably appoint the Person designated by the Requisite Global Majority, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Indenture Trustee and in the name of the Indenture Trustee or in its own name, to take any and all actions that the Indenture Trustee is authorized to take under any Related Document, to the extent the Indenture Trustee has failed to take such action when and as required under such Related Document.

          Section 404 Release of Security Interest . Upon the Indenture Trustee’s receipt of an Officer’s Certificate in the form attached hereto as Exhibit C (a copy of which Officer’s Certificate shall be delivered to the Deal Agent, each Series Enhancer and each Interest Rate Hedge Provider at least three (3) Business Days prior to the effective date of such release) certifying that such release complies with all of the provisions hereof and of the Related Documents (including Sections 608, 614, 644, 645, 646, 647, 648, 649, and 816 hereof, Section 5.13 of the Management Agreement and Section 3.04 of the Contribution Agreement) the Owner Compressors identified for release in such certificate, together with the Compressor Related Assets relating to such Owner Compressors (but only to the extent that such Compressor Related Assets are not related to any Owner Compressors other than those identified in such certificate), will be released from the security interest and Lien of this Indenture and all Related Documents.

          Section 405 Administration of Collateral . (a) The Indenture Trustee shall, as promptly as practicable, notify the Noteholders, each Interest Rate Hedge Provider, each Series Enhancer, the Back-up Manager and the Deal Agent of any Manager Default of which a Corporate Trust Officer has received written notice. If a Manager Default shall have occurred and then be continuing, the Indenture Trustee, in accordance with the written direction of the Requisite Global Majority, shall deliver to the Manager (with a copy to the Deal Agent, the Back-up Manager, each Rating Agency, each Series Enhancer and each Interest Rate Hedge Provider) a Manager Termination Notice terminating the Manager of its responsibilities in accordance with the terms of the Management Agreement. Upon receipt of such Manager Termination Notice, the Back-up Manager shall, subject to the

limitations set forth in the Back-up Management Agreement, assume the duties of the Manager under the Management Agreement. If the Back-up Manager is prohibited by Applicable Law from serving as the Manager (and delivers such documents and opinions evidencing such inability as set forth in the Back-up Management Agreement) and if the Back-up Manager is unable to locate and qualify a replacement Manager within sixty (60) days after the date of delivery of the Manager Termination Notice, then the Requisite Global Majority may appoint, or petition a court of competent jurisdiction to appoint as a Replacement Manager, a Person reasonably acceptable to the Requisite Global Majority, having a net worth of not less than $15,000,000 and whose regular business includes the servicing of natural gas compressors. In connection with the appointment of a Replacement Manager, the Indenture Trustee or Deal Agent may, with the written consent of the Requisite Global Majority, make such arrangements for the compensation of such Replacement Manager out of the Trust Account as the Indenture Trustee acting at the direction of the Requisite Global Majority and such Replacement Manager shall agree. The Indenture Trustee shall take such action, consistent with the Management Agreement and the other Related Documents, as shall be necessary to effectuate the appointment and installation of the Back-up Manager or another Replacement Manager.

          (b) Upon a Corporate Trust Officer’s obtaining the receipt of written notice by the Indenture Trustee that a Warranty Purchase Amount has not been paid when due pursuant to the terms of the Related Documents, the Indenture Trustee shall notify each Control Party and each Series Enhancer of such event and shall, in the name of the Issuer, in the Indenture Trustee’s own name or otherwise (as directed by the Requisite Global Majority) enforce any applicable repurchase obligations of the Contributors or any other Person at the direction of the Requisite Global Majority.

          (c) The Indenture Trustee shall as promptly as practicable (and in any event within three (3) Business Days after the Indenture Trustee’s receipt hereof) notify and deliver to each Control Party and each Series Enhancer, a copy of each notice or other written communication received by the Indenture Trustee under the Intercreditor Agreement.

ARTICLE V A

REPRESENTATIONS AND WARRANTIES OF ISSUER

          To induce (i) the Noteholders to purchase the Notes hereunder, (ii) each Series Enhancer to execute and deliver each Enhancement Agreement, (iii) each Letter of Credit Bank to issue a Letter of Credit, (iv) the Exterran ABS Lessor to enter into each Lease and (v) each Interest Rate Hedge Provider to enter into Interest Rate Swap Agreements, the Issuer hereby represents and warrants (as of the Closing Date, as of each date on which an “advance” under any Supplement is made and as of each date on which any Notes are issued subsequent to the Closing Date pursuant to any Supplement) to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer, each Letter of Credit Bank and each Interest Rate Hedge Provider that:

          Section 501 Existence . The Issuer is a Delaware limited liability company duly formed and validly existing and in good standing and is duly qualified to do business in each jurisdiction where the nature of its business requires it to qualify, except where the failure to do so would not have a material adverse effect upon the Issuer, the Collateral or the ability of the Issuer to perform its obligations under the Related Documents to which it is a party. Since the date of formation of the Issuer, the Issuer has not conducted business under any other name and does not have any trade names, or “doing business under” or “doing business as” names. The Issuer has not reorganized in any jurisdiction (whether the United States, any state therein, the District of Columbia, Puerto Rico, Guam or any possession or territory of the United States, or any foreign country or state) other than the State of Delaware.

          Section 502 Authorization . The Issuer has the limited liability company power and is duly authorized to execute and deliver this Indenture and the other Related Documents to which it is a party; Issuer is and will continue to be duly authorized to borrow monies hereunder; and Issuer is and will continue to be duly authorized to perform its obligations under this Indenture and under the other Related Documents. The execution, delivery and performance by the Issuer of this Indenture and the other Related Documents to which it is a party and the borrowings hereunder do not and will not require any consent or approval of any Governmental Authority, partner or any other Person which has not already been obtained.

          Section 503 Due Qualification . The Issuer is qualified as a foreign limited liability company in each jurisdiction and has obtained all necessary licenses and approvals as required under Applicable Law, in each case, where the failure to be so qualified, licensed or approved, could reasonably be expected to materially and adversely affect the ability of the Issuer to perform its obligations under or comply with the terms of this Indenture or any other Related Document to which it is a party.

          Section 504 No Conflict; Legal Compliance . The execution, delivery and performance of this Indenture and each of the other Related Documents and the execution, delivery and payment of the Notes will not: (a) contravene any provision of the limited liability company agreement of the Issuer; (b) contravene, conflict with or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority that could result in a Material Adverse Change; or (c) violate or result in the breach of, or constitute (with or without notice or lapse of time or both) a default under this Indenture, the Related Documents, any other indenture or other loan or credit agreement, or other agreement or instrument to which the Issuer is a party or by which the Issuer, or its property and assets, may be bound or affected that could result in a Material Adverse Change or result in a Lien on the Collateral other than Permitted Encumbrances. The Issuer is not in violation or breach of or default under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any contract, agreement, lease, license, indenture or other instrument to which it is a party that could result in a Material Adverse Change.

          Section 505 Validity and Binding Effect . This Indenture is, and each Related Document to which the Issuer is a party, when duly executed and delivered, will be, legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies.

          Section 506 Financial Statements . Since December 31, 2006, there has been no Material Adverse Change in the financial condition of any Exterran Affiliate (determined on a consolidated basis for all Exterran Affiliates), other than as disclosed in the Form 10Q filed by Universal Compression Holdings, Inc. or Hanover Compressor Company for the fiscal quarter ended June 30, 2007.

          Section 507 Executive Offices . The current location of the Issuer’s chief executive office and principal place of business is 4444 Brittmoore Road, Houston, Texas 77041.

          Section 508 No Agreements or Contracts . The Issuer is not now and has not been a party to any contract or agreement (whether written or oral) other than the Related Documents.

          Section 509 Consents and Approvals . No approval, authorization, order, action or consent of or notice to any trustee or holder of any Indebtedness or obligation of the Issuer or of any other Person under any agreement, contract, lease or license or similar document or instrument to which the Issuer is a party or by which the Issuer or any of its property or assets is bound, is required to be obtained or given by the Issuer in order to make or consummate the transactions contemplated under the Related Documents, including, inter alia , any issuance or sale of the Notes pursuant to the provisions of this Indenture, except for those approvals, authorizations and consents that have been obtained on or prior to the Closing Date (and except for notices to or consents of certain Users in connection with the assignment of certain User Contracts, to the extent such notice or consent requirements are permitted under clause (2) of the definition of the term “Eligible Contract”). All consents, orders and approvals of, filings and registrations with, and other actions in respect of, all Governmental Authorities required to be obtained by Issuer in order to make or consummate the transactions contemplated under the Related Documents have been, or prior to the time when required will have been, obtained, given, filed or taken and are or will be in full force and effect, or due provision has been made therefor reasonably acceptable to the Indenture Trustee.

          Section 510 Margin Regulations . The Issuer does not own any “margin security”, as that term is defined in Regulation U of the Federal Reserve Board, and the proceeds of the Notes issued under this Indenture will be used only for the purposes contemplated hereunder. None of the proceeds of the Notes will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the loans under this Indenture to be considered a “purpose credit”

within the meaning of Regulations T, U and X. The Issuer will not take or permit any agent acting on its behalf to take any action which might cause this Indenture or any document or instrument delivered pursuant hereto to violate any regulation of the Federal Reserve Board.

          Section 511 Taxes . All federal, state, local and foreign tax returns, reports and statements required to be filed by the Issuer have been filed with the appropriate Governmental Authorities, and all Taxes and other impositions shown thereon to be due and payable by the Issuer have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss has been paid, or the Issuer is contesting its liability therefor in good faith and has fully reserved all such amounts according to GAAP in the financial statements provided to the Noteholders pursuant to Section 629 of this Indenture. The Issuer has paid when due and payable all material charges upon the books of the Issuer and no Governmental Authority has asserted any Lien against the Issuer with respect to unpaid Taxes. Proper and accurate amounts have been withheld by the Issuer from its employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law and such withholdings have been timely paid to the respective Governmental Authorities.

          Section 512 Other Regulations . The Issuer is not an “investment company,” or an “affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended. The issuance of the Notes hereunder and the application of the proceeds and repayment thereof by the Issuer, the granting of the security interest and Liens hereunder and the performance of the transactions contemplated by this Indenture and the other Related Documents will not violate any provision of the Investment Company Act of 1940, or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.

          Section 513 Solvency and Separateness .

          (i) The capital of the Issuer is adequate for the business and undertakings of the Issuer;

          (ii) Other than with respect to the transactions contemplated by the Related Documents and transactions between the Exterran ABS Lessor and the Issuer permitted pursuant to the terms of the Related Documents, the Issuer is not engaged in any business transactions with any Exterran Affiliate;

          (iii) Two of the directors of the non-economic member of the Issuer are Independent Directors;

          (iv) The Issuer’s funds and assets are not, and will not be, commingled with those of any Exterran Affiliate, except as permitted by the Management Agreement and the Intercreditor Agreement;

          (v) The organizational documents of the Issuer require the Issuer to maintain correct and complete books and records of account;

          (vi) The Issuer is not insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated by the Related Documents and after giving effect to such transactions, the Issuer will not be left with an unreasonably small amount of capital with which to engage in its business nor will the Issuer have intended to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. The Issuer does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, trustee or similar official in respect of the Issuer or any of its assets;

          (vii) The Issuer is holding all of its assets in its own name and is conducting its business in its own name;

          (viii) The Issuer is maintaining its books, records and cash management accounts separate from those of any other Person;

          (ix) The Issuer is maintaining its bank accounts separate from those of any other Person;

          (x) The Issuer is maintaining separate financial statements, showing its assets and liabilities separate and apart from those of any other Person;

          (xi) The Issuer is paying its own liabilities and expenses only out of its own funds (including, inter alia , the payment of the salaries of its employees);

          (xii) The Issuer has entered and will enter into a transaction with an Affiliate only if such transaction is commercially reasonable and on the same terms as would be available in an arm’s length transaction with a Person or entity that is not an Affiliate of the Issuer;

          (xiii) The Issuer is allocating fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate;

          (xiv) The Issuer is holding itself out as a separate entity;

          (xv) The Issuer is maintaining adequate capital in light of its contemplated business operations;

          (xvi) The Issuer is maintaining a sufficient number of employees in light of its contemplated business operations;

          (xvii) Except for the membership interests of the Exterran ABS Lessor, the Issuer has not acquired and will not acquire the obligations or securities of its Affiliates, including partners, members or shareholders, as appropriate;

          (xviii) The Issuer has not made and will not make loans to any Person or buy or hold evidence of indebtedness issued by any other Person (other than Contracts intended for security, cash and investment-grade securities);

          (xix) The Issuer is using separate stationery, invoices, and checks bearing its own name;

          (xx) The Issuer has not pledged its assets for the benefit of any other Person, other than with respect to the Permitted Encumbrances;

          (xxi) The Issuer has corrected and will correct any misunderstanding regarding its separate identity;

          (xxii) The Issuer is not holding out its credit as being available to satisfy the obligations of any other Person;

          (xxiii) The Issuer is not identifying itself as a division of any other Person or entity; and

          (xxiv) The Issuer is observing all limited liability company and other appropriate organizational formalities including, inter alia , remaining in good standing and qualifying to do business in each jurisdiction and obtaining all necessary licenses and approvals as required under Applicable Law.

          Section 514 Insolvency; Fraudulent Conveyance . The Issuer is paying its debts as they become due and is not “insolvent” within the meaning of any applicable Insolvency Law in that:

          (i) both immediately before and after giving effect to the pledge of the Collateral set forth herein, the present value of the Issuer’s assets will be in excess of the amount that will be required to pay the Issuer’s probable liabilities as they then exist and as they become absolute and matured; and

          (ii) both immediately before and after giving effect to the pledge of the Collateral set forth herein, the sum of the Issuer’s assets will be greater than the sum of the Issuer’s debts, valuing the Issuer’s assets at a fair market value.

Each acquisition by the Issuer of Compressors has been made for “reasonably equivalent value” (as such term is defined in Section 548 of the Bankruptcy Code) and not on account of “antecedent debt” (as such term is defined in the Bankruptcy Code).

          Section 515 No Default . No Event of Default, Manager Default, Exterran Group Event or Trigger Event has occurred and is continuing and no event has occurred that with the passage of time would become an Event of Default, Manager Default, Exterran Group Event or Trigger Event.

          Section 516 No Proceedings or Injunctions . There are (i) no litigations, Proceedings or investigations pending, or, to the knowledge of the Issuer, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority, (A) asserting the invalidity of this Indenture or any other Related Document to which the Issuer is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or any other Related Document to which the Issuer is a party, or (C) seeking any determination or ruling that could reasonably be expected to result in a Material Adverse Change and (ii) no injunctions, writs, restraining orders or other orders in effect against the Issuer that could reasonably be expected to result in a Material Adverse Change.

          Section 517 Compliance with Law . The Issuer:

          (i) is not in violation of (1) any Applicable Law, or (2) court orders to which it is subject, the violation of either of which could reasonably be expected to materially and adversely affect the ability of the Issuer to perform its obligations under and comply with the terms of this Indenture or any other Related Document to which it is a party;

          (ii) has not failed to obtain any licenses, permits, franchises or other governmental authorizations which failure could reasonably be expected to materially and adversely affect the ownership of its property (including the Owner Compressors) or the conduct of its business (including entering into contracts for use of Owner Compressors) including, without limitation, with respect to transactions contemplated by this Indenture and the other Related Documents to which it is a party; and

          (iii) is not in violation in any respect of any term of any agreement, certificate of formation, organizational documents or other instrument to which it is a party or by which it may be bound, which violation could reasonably be expected to materially and adversely affect the business or condition (financial or otherwise) of the Issuer, or materially and adversely affect the Issuer’s rights or remedies under any User Contract or the interest of the Indenture Trustee, the Noteholders or any Series Enhancer in any Collateral.

          Section 518 Title; Liens . The Issuer has good, legal and marketable title to each of its respective assets including the User Contracts, and none of such assets is subject to any Lien, except for the Lien under or permitted by this Indenture.

          Section 519 Ownership; Subsidiaries . All of the issued and outstanding membership interests of the Issuer are held by one or more Exterran Affiliate(s). The Issuer has no subsidiaries other than the Exterran ABS Lessor.

          Section 520 No Partnership . The Issuer is not a partner or joint venturer in any partnership or joint venture.

          Section 521 UCC Information . The information set forth in Schedule 1 hereto is true, complete and correct in all material respects.

          Section 522 Security Interest Representations . (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) and Lien in the Issuer Collateral in favor of the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, which security interest, upon the execution and delivery of the Control Agreement and the completion of the filings referred to in Section 522(d) being duly made, is a perfected first priority security interest prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer.

          (b) The Compressors constitute “equipment” or “inventory” within the meaning of the UCC. The User Contracts constitute “tangible chattel paper” or “accounts” within the meaning of the UCC and the rights thereunder constitute “general intangibles” within the meaning of the UCC. Each of the Transaction Accounts constitutes a “securities account” within the meaning of the UCC.

          (c) The Issuer owns and has good and marketable title to the Issuer Collateral, free and clear of any Lien, claim or encumbrance of any Person, except for the Liens created or permitted pursuant hereto or the Related Documents.

          (d) The Issuer has caused all appropriate financing statements or documents of similar import to be duly filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Issuer Collateral granted to the Indenture Trustee in this Indenture and such security interest constitutes a perfected first priority security interest in favor of the Indenture Trustee. All financing statements filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: “A purchase of, or security interest in or a Lien on, any collateral described in this financing statement, other than a security interest in favor of the Indenture Trustee, will violate the rights of the Indenture Trustee.”

          (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture or granted in any of the Related Documents, the Issuer has not pledged, assigned, sold, granted a security interest in or a Lien (except for Permitted Encumbrances) on or otherwise conveyed any of the Collateral, except as permitted pursuant hereto or in the Related Documents. The User Contracts that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering any Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Indenture or (ii) that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

          (f) The Issuer has received all necessary consents and approvals required by the terms of the Collateral to pledge to the Indenture Trustee its interest and rights in such Collateral hereunder.

          (g) The Issuer has taken all steps necessary to cause the Securities Intermediary (in its capacity as securities intermediary) to identify in its records the Indenture Trustee as the Person having a security entitlement in each of the Transaction Accounts.

          (h) The Transaction Accounts are not in the name of any Person other than the Indenture Trustee or the Securities Intermediary. Neither the Issuer nor the Indenture Trustee has consented to compliance of the Securities Intermediary with entitlement orders of any Person other than the Indenture Trustee.

     The representations and warranties set forth in this Section 522 shall survive until this Indenture is terminated in accordance with its terms.

          Section 523 Ordinary Course . The transactions contemplated by this Indenture and the other Related Documents are being consummated by the Issuer in furtherance of the Issuer’s ordinary business purposes and constitute a practical and reasonable course of action by the Issuer designed to improve the financial position of the Issuer, with no contemplation of insolvency and with no intent to hinder, delay or defraud any of its present or future creditors.

          Section 524 Stamping and Storage of User Contracts . The Issuer has stamped, or has caused the Manager to stamp (in the manner provided in Section 5.11 of the Management Agreement), by no later than thirty (30) days after the related Contribution Date, each User Contract owned by the Issuer with the following legend:

“Certain proceeds of this contract are subject to a security interest in favor of Wells Fargo Bank, National Association, as Indenture Trustee”.

In addition, such User Contract is stored at the offices of the Manager or one of its Affiliates in a locked, fireproof cabinet.

          Section 525 Identification Marks . The Issuer has used, or has caused the Manager to use, its best efforts consistent with the Management Agreement to keep and maintain or to cause to be kept and maintained on each Owner Compressor, prominently displayed, a sticker with the phrase “Owned by Exterran ABS 2007 LLC or Exterran ABS Leasing 2007 LLC and subject to a security interest in favor of Wells Fargo Bank, National Association, as Indenture Trustee” or in each case other appropriate words designated by the Requisite Global Majority, with appropriate changes thereof and additions thereto as from time to time may be required by law in order to protect the Issuer’s, the Exterran ABS Lessor’s and the Indenture Trustee’s interests in such Owner Compressors.

So long as any of the Notes shall be Outstanding and until payment and performance in full of the Outstanding Obligations, the representations and warranties contained herein shall have a continuing effect as having been true when made.

          Section 526 Intellectual Property . The Issuer has no Intellectual Property.

          Section 527 Taxpayer Identification Number . The Issuer’s U.S. taxpayer identification number is 26-0691927. Pursuant to Treasury Regulation Section 301.7701-3(b)(l)(ii), the Issuer is disregarded as an entity separate from its single owner.

          Section 528 Disclosure . The Issuer has disclosed to the Deal Agent and each Control Party all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Issuer to the Deal Agent, the Indenture Trustee, any Control Party or any Noteholder in connection with the transactions contemplated hereby and the negotiation of this Indenture or delivered hereunder or under any other Related Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Issuer represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

ARTICLE V B

REPRESENTATION AND WARRANTIES OF EXTERRAN ABS LESSOR

          To induce (i) the Noteholders to purchase the Notes hereunder, (ii) each Series Enhancer to execute and deliver each Enhancement Agreement, (iii) each Interest Rate Hedge Provider to enter into Interest Rate Swap Agreements and (iv) the Issuer to enter into each Lease, the Exterran ABS Lessor hereby represents and

warrants (as of the Closing Date, as of each date on which an “advance” under any Supplement is made and as of each date on which any Notes are issued subsequent to the Closing Date pursuant to any Supplement) to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider that:

          Section 529 Existence . The Exterran ABS Lessor is a Delaware limited liability company duly formed and validly existing and in good standing and is duly qualified to do business in each jurisdiction where the nature of its business requires it to qualify, except where the failure to do so would not have a material adverse effect upon the Exterran ABS Lessor, the Collateral or the ability of the Exterran ABS Lessor to perform its obligations under the Related Documents to which it is a party. Since the date of formation of the Exterran ABS Lessor, the Exterran ABS Lessor has not conducted business under any other name and does not have any trade names, or “doing business under” or “doing business as” names. The Exterran ABS Lessor has not reorganized in any jurisdiction (whether the United States, any state therein, the District of Columbia, Puerto Rico, Guam or any possession or territory of the United States, or any foreign country or state) other than the State of Delaware.

          Section 530 Authorization . The Exterran ABS Lessor has the limited liability company power and is duly authorized to execute and deliver this Indenture and the other Related Documents to which it is a party; the Exterran ABS Lessor is and will continue to be duly authorized to perform its obligations under this Indenture and under the other Related Documents. The execution, delivery and performance by the Exterran ABS Lessor of this Indenture and the other Related Documents to which it is a party and the borrowings hereunder do not and will not require any consent or approval of any Governmental Authority, partner or any other Person which has not already been obtained.

          Section 531 Due Qualification . The Exterran ABS Lessor is qualified as a foreign limited liability company in each jurisdiction and has obtained all necessary licenses and approvals as required under Applicable Law, in each case, where the failure to be so qualified, licensed or approved, could reasonably be expected to materially and adversely affect the ability of the Exterran ABS Lessor to perform its obligations under or comply with the terms of this Indenture or any other Related Document to which it is a party.

          Section 532 No Conflict; Legal Compliance . The execution, delivery and performance of this Indenture and each of the other Related Documents to which it is a party will not: (a) contravene any provision of the limited liability company agreement of the Exterran ABS Lessor; (b) contravene, conflict with or violate any Applicable Law or regulation, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority that could result in a Material Adverse Change; or (c) violate or result in the breach of, or constitute (with or without notice or lapse of time or both) a default under this Indenture, the Related Documents, any other indenture or other loan or credit agreement, or other agreement or instrument to which the Exterran ABS Lessor is a party or by which the Exterran ABS Lessor, or its property and assets, may be bound or affected that could result in a Material Adverse Change or result in a Lien on the Collateral other than Permitted Encumbrances. The Exterran ABS Lessor is not in violation or breach of or default under any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any contract, agreement, lease, license, indenture or other instrument to which it is a party that could result in a Material Adverse Change.

          Section 533 Validity and Binding Effect . This Indenture is, and each Related Document to which the Exterran ABS Lessor is a party, when duly executed and delivered, will be, legal, valid and binding obligations of the Exterran ABS Lessor, enforceable against the Exterran ABS Lessor in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies.

          Section 534 Executive Offices . The current location of the Exterran ABS Lessor’s chief executive office and principal place of business is 4444 Brittmoore Road, Houston, Texas 77041.

          Section 535 No Agreements or Contracts . The Exterran ABS Lessor is not now and has not been a party to any contract or agreement (whether written or oral) other than the Related Documents.

          Section 536 Consents and Approvals . No approval, authorization, order, action or consent of

or notice to any trustee or holder of any Indebtedness or obligation of the Exterran ABS Lessor or of any other Person under any agreement, contract, lease or license or similar document or instrument to which the Exterran ABS Lessor is a party or by which the Exterran ABS Lessor or any of its property or assets is bound, is required to be obtained or given by the Exterran ABS Lessor in order to make or consummate the transactions contemplated under the Related Documents, except for those approvals, authorizations and consents that have been obtained on or prior to the Closing Date. All consents, orders and approvals of, filings and registrations with, and other actions in respect of, all Governmental Authorities required to be obtained by the Exterran ABS Lessor in order to make or consummate the transactions contemplated under the Related Documents have been, or prior to the time when required will have been, obtained, given, filed or taken and are or will be in full force and effect, or due provision has been made therefor reasonably acceptable to the Indenture Trustee.

          Section 537 Taxes . All federal, state, local and foreign tax returns, reports and statements required to be filed by the Exterran ABS Lessor have been filed with the appropriate Governmental Authorities, and all Taxes and other impositions shown thereon to be due and payable by the Exterran ABS Lessor have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof, or any such fine, penalty, interest, late charge or loss has been paid, or the Exterran ABS Lessor is contesting its liability therefor in good faith and has fully reserved all such amounts according to GAAP in the financial statements provided to the Noteholders pursuant to Section 629 of this Indenture. The Exterran ABS Lessor has paid when due and payable all material charges upon the books of the Exterran ABS Lessor and no Governmental Authority has asserted any Lien against the Exterran ABS Lessor with respect to unpaid Taxes. Proper and accurate amounts have been withheld by the Exterran ABS Lessor from its employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law and such withholdings have been timely paid to the respective Governmental Authorities.

          Section 538 Solvency and Separateness .

          (a) The capital of the Exterran ABS Lessor is adequate for the business and undertakings of the Exterran ABS Lessor;

          (b) Other than with respect to the transactions contemplated by the Related Documents and transactions between the Exterran ABS Lessor and the Issuer, the Exterran ABS Lessor is not engaged in any business transactions with any Exterran Affiliate;

          (c) Two of the directors of the non-economic member of the Exterran ABS Lessor are Independent Directors;

          (d) The Exterran ABS Lessor’s funds and assets are not, and will not be, commingled with those of any Exterran Affiliate, except as permitted by the Management Agreement, this Indenture, and the Intercreditor Agreement;

          (e) The organizational documents of the Exterran ABS Lessor require the Exterran ABS Lessor to maintain correct and complete books and records of account;

          (f) The Exterran ABS Lessor is not insolvent under the Insolvency Law and will not be rendered insolvent by the transactions contemplated by the Related Documents and after giving effect to such transactions, the Exterran ABS Lessor will not be left with an unreasonably small amount of capital with which to engage in its business nor will the Exterran ABS Lessor have intended to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. The Exterran ABS Lessor does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, trustee or similar official in respect of the Exterran ABS Lessor or any of its assets;

          (g) The Exterran ABS Lessor is holding all of its assets in its own name and is conducting its business in its own name;

          (h) The Exterran ABS Lessor is maintaining its books, records and cash management accounts separate from those of any other Person;

          (i) The Exterran ABS Lessor is maintaining its bank accounts separate from those of any other Person;

          (j) The Exterran ABS Lessor is maintaining separate financial statements, showing its assets and liabilities separate and apart from those of any other Person;

          (k) The Exterran ABS Lessor is paying its own liabilities and expenses only out of its own funds (including, inter alia , the payment of the salaries of its employees);

          (l) The Exterran ABS Lessor has entered and will enter into a transaction with an Affiliate other than the Issuer only if such transaction is commercially reasonable and on the same terms as would be available in an arm’s length transaction with a Person or entity that is not an Affiliate of the Exterran ABS Lessor;

          (m) The Exterran ABS Lessor is allocating fairly and reasonably any overhead expenses that are shared with an Affiliate other than the Issuer, including paying for office space and services performed by any employee of an Affiliate;

          (n) The Exterran ABS Lessor is holding itself out as a separate entity;

          (o) The Exterran ABS Lessor is maintaining adequate capital in light of its contemplated business operations;

          (p) The Exterran ABS Lessor is maintaining a sufficient number of employees in light of its contemplated business operations;

          (q) The Exterran ABS Lessor has not acquired and will not acquire the obligations or securities of its Affiliates, including partners, members or shareholders, as appropriate, other than obligations of the Issuer that constitute Collateral;

          (r) The Exterran ABS Lessor has not made and will not make loans to any Person or buy or hold evidence of indebtedness issued by any other Person (other than Contracts intended for security, cash and investment-grade securities and other than obligations of the Issuer that constitute Collateral);

          (s) The Exterran ABS Lessor has not pledged its assets for the benefit of any other Person, other than with respect to the Permitted Encumbrances;

          (t) The Exterran ABS Lessor has corrected and will correct any misunderstanding regarding its separate identity;

          (u) The Exterran ABS Lessor is not holding out its credit as being available to satisfy the obligations of any other Person other than the Issuer;

          (v) The Exterran ABS Lessor is not identifying itself as a division of any other Person or entity; and

          (w) The Exterran ABS Lessor is observing all limited liability company and other appropriate organizational formalities including, inter alia , remaining in good standing and qualifying to do business in each jurisdiction and obtaining all necessary licenses and approvals as required under Applicable Law.

          Section 539 Insolvency; Fraudulent Conveyance . The Exterran ABS Lessor is paying its debts as they become due and is not “insolvent” within the meaning of any applicable Insolvency Law in that:

          (i) both immediately before and after giving effect to the pledge of the Collateral set forth herein, the present value of the Exterran ABS Lessor’s assets will be in excess of the amount that will be required to pay the Exterran ABS Lessor’s probable liabilities as they then exist and as they become absolute and matured; and

          (ii) both immediately before and after giving effect to the pledge of the Collateral set forth herein, the sum of the Exterran ABS Lessor’s assets will be greater than the sum of the Exterran ABS Lessor’s debts, valuing the Exterran ABS Lessor’s assets at a fair market value.

Each acquisition by the Exterran ABS Lessor of Compressors has been made for “reasonably equivalent value” (as such term is defined in Section 548 of the Bankruptcy Code) and not on account of “antecedent debt” (as such term is defined in the Bankruptcy Code).

          Section 540 No Default . No Event of Default, Manager Default, Exterran Group Event or Trigger Event has occurred and is continuing and no event has occurred that with the passage of time would become an Event of Default, Manager Default, Exterran Group Event or Trigger Event.

          Section 541 No Proceedings or Injunctions . There are (i) no litigations, Proceedings or investigations pending, or, to the knowledge of the Exterran ABS Lessor, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority, (A) asserting the invalidity of this Indenture or any other Related Document to which the Exterran ABS Lessor is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Indenture or any other Related Document to which the Exterran ABS Lessor is a party, or (C) seeking any determination or ruling that could reasonably be expected to result in a Material Adverse Change and (ii) no injunctions, writs, restraining orders or other orders in effect against the Exterran ABS Lessor that could reasonably be expected to result in a Material Adverse Change.

          Section 542 Compliance with Law . The Exterran ABS Lessor:

          (a) is not in violation of (1) any Applicable Law or (2) court orders to which it is subject, the violation of either of which could reasonably be expected to materially and adversely affect the ability of the Exterran ABS Lessor to perform its obligations under and comply with the terms of this Indenture or any other Related Document to which it is a party;

          (b) has not failed to obtain any licenses, permits, franchises or other governmental authorizations which failure could reasonably be expected to materially and adversely affect the ownership of its property (including the Owner Compressors) or the conduct of its business including, without limitation, with respect to transactions contemplated by this Indenture and the other Related Documents to which it is a party; and

          (c) is not in violation in any respect of any term of any agreement, certificate of formation, organizational documents or other instrument to which it is a party or by which it may be bound, which violation could reasonably be expected to materially and adversely affect the business or condition (financial or otherwise) of the Exterran ABS Lessor, or materially and adversely affect the Exterran ABS Lessor’s rights or remedies under any User Contract or the interest of the Indenture Trustee, the Noteholders or any Series Enhancer in any Collateral.

          Section 543 Title; Liens . The Exterran ABS Lessor has good, legal and marketable title to each of its assets, and none of such assets is subject to any Lien, except for the Lien under or permitted by this Indenture.

          Section 544 Ownership; Subsidiaries . All of the issued outstanding membership interests of the Exterran ABS Lessor are owned by the Issuer. The Exterran ABS Lessor has no subsidiaries.

          Section 545 No Partnership . The Exterran ABS Lessor is not a partner or joint venturer in any partnership or joint venture.

          Section 546 UCC Information . The information set forth in Schedule 1 hereto is true,

complete and correct in all material respects.

          Section 547 Security Interest Representations . (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) and Lien in the Exterran ABS Lessor Collateral in favor of the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, which security interest, upon the execution and delivery of the Control Agreement and the completion of the filings referred to in Section 547(d) being duly made, is a perfected first priority security interest prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Exterran ABS Lessor.

          (b) The Compressors constitute “equipment” or “inventory” within the meaning of the UCC. The Lease constitutes “tangible chattel paper” or “accounts” within the meaning of the UCC and the rights thereunder constitute “general intangibles” within the meaning of the UCC. Each of the Transaction Accounts constitutes a “securities account” within the meaning of the UCC.

          (c) The Exterran ABS Lessor owns and has good and marketable title to the Exterran ABS Lessor Collateral, free and clear of any Lien, claim or encumbrance of any Person other than the Issuer, except for the Liens created or permitted pursuant hereto or the Related Documents.

          (d) The Exterran ABS Lessor has caused all appropriate financing statements or documents of similar import to be duly filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Exterran ABS Lessor Collateral granted to the Indenture Trustee in this Indenture and such security interest constitutes a perfected first priority security interest in favor of the Indenture Trustee. All financing statements filed against the Exterran ABS Lessor in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: “A purchase of, or security interest in or a Lien on, any collateral described in this financing statement, other than a security interest in favor of the Indenture Trustee, will violate the rights of the Indenture Trustee.”

          (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture or granted in any of the Related Documents, the Exterran ABS Lessor has not pledged, assigned, sold, granted a security interest in or a Lien (except for Permitted Encumbrances) on or otherwise conveyed any of the Collateral, except as permitted pursuant hereto or in the Related Documents. The User Contracts that constitute or evidence the Collateral do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The Exterran ABS Lessor has not authorized the filing of, and is not aware of, any financing statements against the Exterran ABS Lessor that include a description of collateral covering any Collateral other than any financing statement or document of similar import (i) relating to the security interest granted to the Indenture Trustee in this Indenture, or (ii) that has been terminated. The Exterran ABS Lessor is not aware of any judgment or tax lien filings against the Exterran ABS Lessor.

          (f) The Exterran ABS Lessor has received all necessary consents and approvals required by the terms of the Exterran ABS Lessor Collateral to pledge to the Indenture Trustee of its interest and rights in such Collateral hereunder.

          (g) The representations and warranties set forth in this Section 547 shall survive until this Indenture is terminated in accordance with its terms.

          Section 548 Identification Marks . The Exterran ABS Lessor has used, or has caused the Manager to use, its best efforts consistent with the Management Agreement to keep and maintain or to cause to be kept and maintained on each Owner Compressor, prominently displayed, a sticker with the phrase “Owned by Exterran ABS 2007 LLC or Exterran ABS Leasing 2007 LLC and subject to a security interest in favor of Wells Fargo Bank, National Association, as Indenture Trustee” or in each case other appropriate words designated by the Requisite Global Majority, with appropriate changes thereof and additions thereto as from time to time may be required by law in order to protect the Issuer’s, the Exterran ABS Lessor’s and the Indenture Trustee’s interests in such Owner Compressors.

So long as any of the Notes shall be Outstanding and until payment and performance in full of the Outstanding Obligations, the representations and warranties contained herein shall have a continuing effect as having been true when made.

          Section 549 Intellectual Property . The Exterran ABS Lessor has no Intellectual Property.

          Section 550 Taxpayer Identification Number . The Exterran ABS Lessor’s U.S. taxpayer identification number is 26-0691976. Pursuant to Treasury Regulation Section 301.7701-3(b)(l)(ii), the Exterran ABS Lessor is disregarded as an entity separate from its single owner.

          Section 551 Disclosure . The Exterran ABS Lessor has disclosed to the Deal Agent and each Control Party all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Exterran ABS Lessor to the Deal Agent, the Indenture Trustee, any Control Party or any Noteholder in connection with the transactions contemplated hereby and the negotiation of this Indenture or delivered hereunder or under any other Related Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Exterran ABS Lessor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

ARTICLE VI A

COVENANTS OF ISSUER

          The Issuer hereby covenants and agrees for the benefit of the Indenture Trustee, the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider that, until the satisfaction and discharge of this Indenture in accordance with Section 701 hereof, the Issuer shall observe each of the following covenants:

          Section 601 Payment of Principal and Interest; Payment of Taxes .

          (a) The Issuer will duly and punctually pay the principal of, and interest on, the Notes in accordance with the terms of the Notes, this Indenture and the related Supplement;

          (b) The Issuer will take all actions as are necessary to ensure that all taxes and governmental claims, if any, in respect of the Issuer’s activities and assets (including the Collateral) are promptly paid; and

          (c) The Issuer will not claim any credit on, make any deduction from the principal, premium, if any, or interest payable in respect of the Notes (other than amounts properly withheld from such payments under any Applicable Law) or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any of the Collateral.

          Section 602 Preservation of Name; Maintenance of Office; Jurisdiction of Formation . The name on the Issuer’s certification of formation is “Exterran ABS 2007 LLC.” The chief executive office of the Issuer is located at 4444 Brittmoore Road, Houston, Texas 77041. The Issuer shall not establish a new chief executive office or jurisdiction of organization outside the United States of America. The Issuer is formed under the laws of the State of Delaware and has not been previously and is not now formed under the laws of any other jurisdiction. The Issuer shall not change its name, establish a new location for its chief executive office or its jurisdiction of organization unless (i) the Issuer shall provide each of the Indenture Trustee, each Rating Agency, the Deal Agent, each Interest Rate Hedge Provider and each Control Party not less than thirty (30) days prior written notice of its intention to do so, clearly describing such new location or jurisdiction and providing such other information in connection therewith as the Indenture Trustee, the Deal Agent, any Interest Rate Hedge Provider or any Control Party may reasonably request, and (ii) not less than fifteen (15) days prior to the effective date of such

change or relocation, the Issuer shall have taken, at its own cost, all action necessary so that such change of location does not impair the security interest of the Indenture Trustee in the Collateral, or the perfection of the sale or contribution of the Owner Compressors to the Issuer, and shall have delivered to the Indenture Trustee, the Deal Agent, each Interest Rate Hedge Provider and each Series Enhancer copies of all filings required in connection therewith together with an Opinion of Counsel, satisfactory to the Indenture Trustee, each Interest Rate Hedge Provider and each Series Enhancer, to the effect that such change of location or jurisdiction does not impair either the perfection or priority of the Indenture Trustee’s security interest in the Collateral.

          Section 603 Corporate Existence . The Issuer will keep in full effect its existence, rights and franchises as a limited liability company (or other organized entity) organized under the laws of the State of Delaware, and will obtain and preserve its qualification in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of this Indenture, each Supplement issued hereunder and all the Notes issued pursuant to the terms of such Supplement. The Issuer will not liquidate or dissolve.

          Section 604 Compliance with Law . The Issuer will comply, in all material respects, with all acts, rules, regulations, orders, decrees and directions of any Governmental Authority applicable to the Issuer or the Collateral or any part thereof; provided, however , that the Issuer may contest any act, regulation, order, decree or direction in any reasonable manner that shall not materially and adversely affect the rights and remedies of the Indenture Trustee, the Noteholders, any Interest Rate Hedge Provider or any Series Enhancer in the Collateral.

          Section 605 Protection of Issuer Collateral . The Issuer will from time to time execute and deliver all amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, documents or filings as are required by Applicable Law including, inter alia , any such filings in connection with Intellectual Property, if acquired, and will, upon the reasonable request of the Manager, the Indenture Trustee, any Interest Rate Hedge Provider, any Series Enhancer or any Control Party, take such other action reasonably necessary or advisable to:

          (a) grant more effectively the security interest in all or any portion of the Collateral;

          (b) maintain or preserve the Lien of this Indenture (and the priority thereof) or carry out more effectively the purposes hereof;

          (c) perfect, publish notice of, or protect the validity of the security interest in the Collateral created pursuant to this Indenture;

          (d) enforce any of the items of the Collateral;

          (e) preserve and defend its right, title and interest to the Collateral and the rights of the Indenture Trustee and/or any Series Enhancer in such Collateral against the claims of all Persons (other than the Noteholders or any Person claiming through the Noteholders), including any claims that the Compressor is a fixture; or

          (f) pay any and all taxes levied or assessed upon all or any part of the Collateral.

          Section 606 Defend Title to Collateral . The Issuer shall defend the right, title, and interest of the Indenture Trustee and each Series Enhancer in, to, and under the Collateral, against all claims of third parties claiming through or under the Issuer.

          Section 607 Enforce Contract Rights . Except as otherwise expressly permitted by the terms of the Related Documents, the Issuer will promptly enforce all of its rights under, and with respect to, the Collateral.

          Section 608 Negative Covenants Regarding Issuer Collateral (including Related Documents) . The Issuer will not, without the prior written consent of the Indenture Trustee (acting at the direction of the Requisite Global Majority) in each instance:

          (a) (i) except as otherwise permitted by this Indenture, any Interest Rate Swap Agreement or the other Related Documents, take, or fail to take, any action, and will use its reasonable efforts not to permit any action to be taken by others, which would release any Person from any of such Person’s covenants or obligations under any agreement or instrument included in the Collateral, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such agreement or instrument;

          (ii) amend, modify or terminate the Contribution Agreement, any Lease, the Intercreditor Agreement, the Management Agreement, the Back-up Management Agreement or any other Related Document (other than this Indenture or the Supplement), or grant any waiver or consent from compliance with the express terms of any of the foregoing; or

          (iii) except as required under Section 702(d) or 702(e), change any Minimum Targeted Principal Balance or Scheduled Targeted Principal Balance for any Series of Notes (the foregoing shall also require the prior written consent of each affected Control Party).

          (b) at any time sell, transfer, exchange or otherwise dispose of any of the Collateral, or consent to the sale, transfer, exchange or other disposition of any of the Collateral, except in each case as follows:

          (i) a sale of the Collateral pursuant to the provisions of Sections 614 or 816 hereof;

          (ii) sales of Owner Compressors and the Compressor Related Assets relating thereto made in compliance with the provisions of Sections 645 and 646 hereof;

          (iii) a substitution of Owner Compressors made in accordance with the provisions of Section 649 hereof and Section 3.04 of the Contribution Agreement;

          (iv) a sale to the User of an Owner Compressor and the Compressor Related Assets relating thereto in accordance with the provisions of a contractual purchase option that complies with the provisions of Section 644 hereof;

          (v) any sale or exchange of a Warranty Repurchase Compressor in accordance with the provisions of the Contribution Agreement;

          (vi) any sale of an Owner Compressor and the Compressor Related Assets relating thereto in connection with a Casualty Loss with respect to such Owner Compressor; or

          (vii) any transfer of an Owner Compressor and the Compressor Related Assets relating thereto in connection with a distribution that complies with the provisions of Section 648 hereof.

          (c) (i) permit the validity or effectiveness of this Indenture to be impaired, (ii) permit the Lien of this Indenture with respect to the Collateral to be subordinated, terminated or discharged, except as permitted in accordance with Section 404 or Article VII hereof, or (iii) permit any Person to be released from any covenants or obligations with respect to such Collateral, except as may be expressly permitted by the Management Agreement.

          (d) at any time grant any Lien on, or security interest in, any Collateral (or permit any such Lien or security interest to exist), except for Permitted Encumbrances.

          Section 609 Non-Consolidation of the Issuer . (a) The Issuer shall be operated in such a manner that it shall not be substantively consolidated with the trust estate of any other Person (other than the Exterran ABS Lessor) in the event of the bankruptcy or insolvency of the Issuer or such other Person. Without limiting the foregoing, the Issuer shall (1) hold all of its assets in its own name and conduct its business in its own name giving effect to the Management Agreement, (2) maintain its books, records and cash management accounts separate from those of any other Person, (3) maintain its bank accounts separate from those of any other Person,

(4) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, (5) pay its own liabilities and expenses only out of its own funds (including, inter alia , the payment of the salaries of its employees), (6) enter into a transaction with an Affiliate only if (i) such transaction is commercially reasonable and on the same terms as would be available in an arm’s length transaction with a Person or entity that is not an Affiliate, and (ii) such transaction is not otherwise prohibited pursuant to the provisions of Section 643 or 645 hereof; provided, however , that nothing contained in this clause (6) shall prohibit the Issuer from accepting capital contributions from the holder(s) of its Membership Interests, (7) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate, (8) hold itself out as a separate entity, (9) maintain adequate capital in light of its contemplated business operations, (10) maintain a sufficient number of employees in light of its contemplated business operations, (11) not acquire the obligations or securities of its Affiliates, including partners, members or shareholders, as appropriate, (12) not make loans to any Person or buy or hold evidence of indebtedness issued by any other Person (other than Contracts intended for security, cash and investment-grade securities), (13) use separate stationery, invoices, and checks bearing its own name (14) not pledge its assets for the benefit of any other Person, other than with respect to the Permitted Encumbrances, (15) correct any misunderstanding regarding its separate identity, (16) not hold out its credit as being available to satisfy the obligations of any other Person, (17) not identify itself as a division of any other Person or entity and (18) observe all other appropriate limited liability company and other organizational formalities including, inter alia , remaining in good standing and qualified as a foreign limited liability company in each jurisdiction and obtaining all necessary licenses and approvals as required under Applicable Law. Nothing in this paragraph shall be deemed to apply to or limit any transaction or relationship with the Exterran ABS Lessor so long as the Exterran ABS Lessor itself complies in all material respects with its undertakings under Section 659.

          (b) Notwithstanding any provision of law which otherwise empowers the Issuer, the Issuer shall not (1) hold itself out as being liable for the debts of any other Person other than the Exterran ABS Lessor, (2) act other than in its official name or the names of its duly authorized officers or agents, (3) engage in any joint activity or transaction of any kind with or for the benefit of any Affiliate including any loan to or from or guarantee of the indebtedness of any Affiliate, except payment of lawful distributions to the holders of its Membership Interests, including, to the extent applicable, distributions that comply with the provisions of Section 648 hereof, (4) commingle its funds or other assets with those of any other Person, (5) create, incur, assume, guarantee or in any manner become liable in respect of any indebtedness (except pursuant to this Indenture) other than trade payables and expense accruals incurred in the ordinary course of its business or (6) take any other action that would be inconsistent with maintaining the separate legal identity of the Issuer. Nothing in this paragraph shall be deemed to apply to or limit any transaction or relationship with the Exterran ABS Lessor so long as the Exterran ABS Lessor itself complies in all material respects with its undertakings under Section 659.

          Section 610 No Bankruptcy Petition . The Issuer shall not (1) commence any Insolvency Proceeding seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar official for it or any part of its assets, (3) make a general assignment for the benefit of creditors, or (4) take any action in furtherance of, or consenting or acquiescing in, any of the foregoing.

          Section 611 Liens . The Issuer shall not (i) directly or indirectly create, incur, assume or suffer to exist any Lien (except any Permitted Encumbrance) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any of the Issuer’s interest therein or the Proceeds thereof; or (ii) permit the Lien of this Indenture not to constitute a valid first priority perfected security interest in the Collateral. The Issuer, at its own expense, will promptly pay, satisfy and otherwise take such actions as may be necessary to keep this Indenture and the Collateral free and clear of, and to duly discharge or eliminate (or bond in a manner satisfactory to Indenture Trustee), any Lien that may arise in violation of the foregoing. The Issuer will notify the Indenture Trustee in writing promptly upon a Responsible Officer of the Issuer obtaining knowledge of any Lien, other than Permitted Encumbrances, that shall attach to any Owner Compressor and of the full particulars of such Lien.

          Section 612 Other Debt . The Issuer shall not contract for, create, incur, assume or suffer to exist any Indebtedness other than (i) the Notes issued from time to time pursuant to this Indenture and any

Supplement to this Indenture, (ii) any Management Fees, Manager Advances and all other amounts payable pursuant to the provisions of the Management Agreement, (iii) trade payables and expense accruals incurred in the ordinary course and that are incidental to the purposes permitted pursuant to the Issuer’s limited liability company agreement, (iv) obligations incurred pursuant to Interest Rate Swap Agreements permitted or required hereunder, (v) Indebtedness in respect of Reimbursement Amounts and obligations incurred pursuant to an Enhancement Agreement and (vi) all amounts payable under the Lease.

          Section 613 Guarantees, Loans, Advances and Other Liabilities . The Issuer will not make any loan, advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing, or otherwise), endorse (except for the endorsement of checks for collection or deposit) or otherwise become contingently liable, directly or indirectly, in connection with or for the obligations, stock or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person.

          Section 614 Consolidation, Merger and Sale of Assets . (a) The Issuer shall not consolidate with or merge with or into any other Person (other than with the Exterran ABS Lessor) or sell, convey, transfer or lease all, or substantially all, of its assets, whether in a single transaction or a series of related transactions, to any Person (other than the Exterran ABS Lessor) except for (i) entering into User Contracts in compliance with the terms of the Management Agreement, this Indenture, and the Related Documents, and (ii) sales pursuant to Section 608(b) and Section 816 hereof. For the avoidance of doubt, the disposition of assets in connection with a reduction in the amount of Outstanding Obligations under the Warehouse Notes will not be considered to involve all, or substantially all, of the assets of the Issuer.

          (b) The obligations of the Issuer hereunder shall not be assignable nor shall any Person succeed to the obligations of the Issuer hereunder except in each case in accordance with the provisions of this Indenture.

          (c) The Issuer shall give prior written notice to each Rating Agency and each Series Enhancer of any action to be taken pursuant to this Section 614.

          Section 615 Other Agreements . The Issuer will not, after the date of the issuance of the Notes, enter into, or become a party to, any agreements or instruments other than this Indenture, the Supplements, the Contribution Agreement, the Management Agreement, the Back-up Management Agreement, the Note Purchase Agreements, the Control Agreement, the Enhancement Agreement(s), the Intercreditor Agreement, the Interest Rate Swap Agreements required or permitted hereunder and the Related Documents and other agreement(s) expressly contemplated hereby or thereby (it being understood that the Issuer may enter into (i) any agreement(s) for acquisition or disposition of one or more Owner Compressors and the Related Assets permitted by the terms of this Indenture and the other Related Documents and (ii) any User Contract in respect of an Owner Compressor made in accordance with the provisions of this Indenture, the Contribution Agreement or the Management Agreement or the other Related Documents).

          Section 616 Organizational Documents . The Issuer will not amend or modify its organizational documents without the prior written consent of each Control Party and each Interest Rate Hedge Provider.

          Section 617 Capital Expenditures . The Issuer will not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty and personalty), except for (a) the acquisition of additional Compressors and Compressor Related Assets pursuant to the Contribution Agreement or the Management Agreement or with amounts on deposit in the Purchase Account and (b) overhaul expenses or capital improvements to the Owner Compressors made in the ordinary course of its business and in accordance with the terms of the Management Agreement.

          Section 618 Permitted Activities; Compliance with Organizational Documents . The Issuer will observe all organizational and managerial procedures required, and will not engage in any activity or enter into any transaction except as permitted, by its Organizational Documents, any other formation documents of the Issuer,

and the limited liability company laws of the State of Delaware.

          Section 619 Investment Company Act . The Issuer will conduct its operations, and will cause the Manager to conduct the Issuer’s operations, in a manner which will not subject it to registration as an “investment company” under the Investment Company Act of 1940, as amended.

          Section 620 Payments of Collateral . If the Issuer shall receive from any Person any payments (other than amounts distributed to the Issuer pursuant to Section 302 hereof) with respect to the Collateral (and, in the event such Collateral has been released from the Lien of this Indenture in accordance with the provisions of Section 404 hereof at the time such payment is received, to the extent such payment relates to a period prior to the time such Collateral was released from the Lien of this Indenture in accordance with Section 404 hereof or pursuant to any Supplement hereto), the Issuer shall receive such payment in trust for the Indenture Trustee, as secured party hereunder, and subject to the Indenture Trustee’s security interest and shall immediately deposit such payment in the Trust Account.

          Section 621 [Reserved]

          Section 622 Notices . The Issuer shall notify the Indenture Trustee, the Deal Agent, each Rating Agency, each Series Enhancer, and each Interest Rate Hedge Provider in writing of any of the following immediately upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken by the Person(s) affected with respect thereto:

          (a) Event of Default. The occurrence of an Event of Default;

          (b) Litigation. The institution of any litigation, arbitration proceeding or Proceeding before any Governmental Authority which, if adversely resolved, would result in a Material Adverse Change;

          (c) Material Adverse Change. The occurrence of a Material Adverse Change with respect to the Issuer;

          (d) Liens. The existence of any Lien on the Collateral other than Permitted Encumbrances; or

          (e) Other Events. The occurrence of any Trigger Event or any Exterran Group Event.

          Section 623 Books and Records . The Issuer shall, and shall cause the Manager to, maintain complete and accurate books and records in which full and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities. The Issuer shall report, or cause to be reported, on its financial records the transfer to the Issuer of all Owner Compressors and Compressor Related Assets in accordance with GAAP. The Issuer will ensure that no financial statement, nor any consolidated financial statements of the Issuer, suggests that the assets of the Issuer are available to pay the debts of either the Contributor or the Manager. The Issuer shall (i) keep complete minutes of the meetings and other proceedings of the Issuer, and (ii) continuously maintain the resolutions, agreements and other instruments underlying the sale and transfer of the Owner Compressors as official records of the Issuer.

          Section 624 Taxes . The Issuer shall, or shall cause the Manager to, pay when due, all of its taxes, unless, and only to the extent that, the Issuer is contesting such taxes in good faith and by appropriate proceedings and the Issuer has set aside on its books such reserves or other appropriate provisions therefor as may be required by GAAP.

          The Issuer shall remit (or cause to be remitted) to each Governmental Authority, all Excluded Payments actually received by, or on behalf of, the Issuer and shall promptly remit to the Deal Agent, each Series Enhancer and the Indenture Trustee evidence that all such payments have been made.

          The Issuer shall prepare and deliver to the Indenture Trustee and the Control Party for each Series within a reasonable time prior to the required date of filing (or, to the extent permissible, file on behalf of the Indenture Trustee) any and all reports (other than income tax returns) to be filed by the Issuer or the Indenture Trustee with any Governmental Authority by reason of the ownership by the Issuer of any Owner Compressor or the contracting thereof to Users to the extent any such reports are required because of the nature of the Owner Compressors. The provisions of this Section 624 shall be interpreted, to the maximum extent possible, in a manner consistent with Sections 2.6 and 5.8 of the Management Agreement.

          Section 625 Subsidiaries . The Issuer shall not create any Subsidiaries other than the Exterran ABS Lessor.

          Section 626 Investments . The Issuer shall not make or permit to exist any Investment in any Person except for its Investment in the Exterran ABS Lessor and Investments in Eligible Investments made in accordance with the terms of this Indenture.

          Section 627 Use of Proceeds . Except as otherwise set forth in a Supplement, the Issuer shall use the proceeds of the Notes only for (i) the purchase of Owner Compressors and related Collateral, (ii) the payment of transaction expenses and (iii) general corporate purposes. In addition, the Issuer shall not permit any proceeds of the Notes to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying any margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended from time to time, and shall furnish to each Holder, upon its request, a statement in conformity with the requirements of Regulation U.

          Section 628 Asset Base Certificate . The Issuer shall prepare and deliver to the Indenture Trustee, each Series Enhancer, each Interest Rate Hedge Provider, each Rating Agency and the Deal Agent, on each Determination Date, an Asset Base Certificate.

          Section 629 Financial Statements . The Issuer shall prepare and deliver (or shall cause the Manager to prepare and deliver) to the Indenture Trustee, each Interest Rate Hedge Provider, each Series Enhancer, each Rating Agency and the Deal Agent, (i) quarterly consolidated financial statements of (x) the Issuer and the Exterran ABS Lessor, and (y) the Manager, in each case, within sixty (60) days of the end of each fiscal quarter and (ii) annual consolidated financial statements of (xx) Exterran, audited by its regular Independent Accountants, and (yy) each of the Issuer and the Exterran ABS Lessor, audited by their regular Independent Accountants, in each case, within one hundred twenty (120) days of the end of each fiscal year. All financial statements shall be prepared in accordance with GAAP; provided, however , that the Issuer shall be deemed to have furnished the annual audited financial statements of Exterran referred to above if Exterran shall have timely made the same available on “EDGAR” and/or on its home page on the worldwide web (at the date of this Indenture located at http://www.exterran.com ); provided, further, however, that if the Indenture Trustee is unable to access “EDGAR” or Exterran’s home page on the worldwide web, the Issuer agrees to provide the Indenture Trustee with paper copies of the annual audited financial statements of Exterran referred to above promptly following notice from the Indenture Trustee that it is unable to access “EDGAR” or the Exterran home page. Delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officer’s Certificates).

          Section 630 Rule 144A Information . For so long as any of the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will, and shall cause Manager to, (i) provide or cause to be provided to any Holder of Notes and any prospective purchaser thereof designated by such a Holder, upon the request of such Holder or prospective purchaser, the information required to be provided to such Holder or prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (ii) update such information to prevent such information from becoming materially false and materially misleading in a manner adverse to any Noteholder.

          Section 631 Hedging Requirements . (a) The Issuer will enter into within thirty (30) days after the Closing Date and within thirty (30) days after the issuance of any additional Series entered into after the

Closing Date (or such shorter time period as set forth in the related Series Supplement) and at all times that any Outstanding Obligations remain unpaid maintain one or more Interest Rate Swap Agreements with one or more Interest Rate Hedge Providers having an aggregate notional balance at any time of (x) not less than the product of (i) eighty-five percent (85%) and (ii) the then Aggregate Note Principal Balance (the amount described in this clause (x), the “Minimum Hedging Amount”) and (y) not more than the product of (i) one hundred percent (100%) and (ii) an amount equal to the then Asset Base (the product set forth in this clause (y), the “Maximum Hedging Amount”); provided, however, that for any period of ninety (90) consecutive days (or such longer time as may be approved by the Requisite Global Majority), the Maximum Hedging Amount may be increased to an amount not to exceed the product of (i) one hundred ten percent (110%) and (ii) an amount equal to the then Asset Base. Each Interest Rate Hedge Provider shall be an Eligible Interest Rate Hedge Counterparty on the date on which the related Interest Rate Swap Agreement is originated. Except to the extent set forth in the related Interest Rate Swap Agreement(s) in existence as of the Closing Date, the Interest Rate Swap Agreement(s) will be co-terminous with the Legal Final Maturity Date of the Series of Notes related to such Interest Rate Swap Agreement(s). All of the foregoing requirements shall be collectively referred to as the “Hedging Requirements.” Each Control Party shall have the right to review and approve prior to the execution thereof by the Issuer, each Interest Rate Swap Agreement (or amendments to any existing Interest Rate Swap Agreement) entered into subsequent to the Closing Date that differs in any material respect from the Interest Rate Swap Agreements in effect on the Closing Date.

          (b) If the Issuer is required to enter into additional transactions and/or terminate transactions under existing Interest Rate Swap Agreements in order to comply with the Hedging Requirements, then the Issuer shall provide notice of such condition to the Indenture Trustee, each Interest Rate Hedge Provider and each Control Party within five (5) Business Days after such condition is determined to exist. The Issuer (or the Manager on behalf of the Issuer) shall remedy such imbalance by the next succeeding Payment Date. If the Hedging Requirements are not satisfied, and if the Issuer has failed to remedy same within such period, then the Indenture Trustee (at the written direction of the Requisite Global Majority) shall have the right to (i) with respect to a failure to comply with the Minimum Hedging Amount, enter into (and shall enter into as and when the Requisite Global Majority Party shall direct in writing) Interest Rate Swap Agreements on behalf of the Issuer to remedy such condition, and (ii) with respect to a failure to comply with the Maximum Hedging Amount, terminate, on behalf of the Issuer, one or more Interest Rate Swap Agreements in order to remedy such condition. The calculations to be made under this Section 631 shall exclude all transactions where the Issuer is not required to make any scheduled periodic payments other than premium payments or fees. If a Trigger Event is then continuing, neither the Issuer nor the Manager on its behalf shall enter into any additional transactions under Interest Rate Swap Agreements, except with the approval of each Control Party. So long as no Trigger Event is then continuing, the Issuer may exercise its commercially reasonable discretion in selecting the specific transactions and notional amounts thereof to be terminated or reduced. If a Trigger Event is then continuing, then (i) if there is only one institution serving as the Interest Rate Hedge Provider with respect to all Interest Rate Swap Agreements then in effect, such Interest Rate Hedge Provider shall select the specific Interest Rate Swap Agreements to be terminated and (ii) at all times not covered by clause (i), the notional reductions shall be effected over all outstanding transactions under Interest Rate Swap Agreements then in effect on a pro rata basis, based on the respective notional amounts for each calculation period, so that the notional amounts for each current and future calculation period will comply with the Hedging Requirements. If the Issuer fails to terminate or reduce transactions as required in this Section 631, the Indenture Trustee (acting at the written direction of the Requisite Global Majority) shall reduce the notional amounts, in whole or in part, for all outstanding transactions under each Interest Rate Swap Agreement then in effect on a pro rata basis, based on the respective notional amounts for each calculation period in accordance with the Hedging Requirements. The Indenture Trustee shall have no duty to monitor such events, and shall be required to take action in respect of the provisions of this Section 631 only upon written direction of the Person(s) entitled to give such direction.

          (c) On each Determination Date, the Issuer shall provide or cause to be provided to the Indenture Trustee, each Interest Rate Hedge Provider and each Series Enhancer, a monthly report reflecting the hedging policy calculations as of the end of the preceding calendar month based on all transactions outstanding as of the end of such month under Interest Rate Swap Agreements then in effect, including transactions which are scheduled to commence on a future date.

          (d) The termination provisions provided for in this Indenture relating to the Interest Rate Swap Agreements are in addition to, and not to the exclusion of, any termination provisions contained in the Interest Rate Swap Agreements.

          (e) All payments received from an Interest Rate Hedge Provider shall be deposited by the Issuer directly into the Trust Account in accordance with Section 302 hereof.

          Section 632 Separate Identity . The Issuer makes herein by this reference each of the representations and warranties made by it to Baker Botts LLP in support of its opinions respecting the consolidation of the Issuer and certain other parties issued and delivered in connection with the issuance of the Notes, as if specifically made herein and agrees to comply with each of the factual assumptions contained in such opinions.

          Section 633 Annual Perfection Opinion . Within ninety (90) days after the end of each calendar year, beginning with the calendar year 2008, the Issuer shall furnish to the Indenture Trustee, the Deal Agent, each Interest Rate Hedge Provider, each Rating Agency and each Series Enhancer, an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any Supplements hereto and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien.

          Section 634 Identification Marks . The Issuer shall use its best efforts to cause, within ninety (90) days after the Closing Date, the applicable Contribution Date or the applicable Substitution Date, as the case may be, and at all times thereafter, each Owner Compressor acquired by the Issuer on the Closing Date or any Contribution Date or Substitution Date, to prominently display a sticker with the applicable phrase described in Section 525 or Section 548 hereof, or other appropriate words designated by the Indenture Trustee, with appropriate changes thereof and additions thereto as from time to time may be required by law in order to protect Issuer’s and the Indenture Trustee’s interests in such Owner Compressors. The Issuer shall not allow the name of any Person to be placed upon any Owner Compressor as a designation that might be interpreted as indicating a claim of ownership thereto or a security interest therein by any Person other than Issuer or the Indenture Trustee.

          Section 635 Storage and Maintenance of Contract Files . The Issuer shall at all times cause the Manager to maintain at its Houston, Texas office, all Contract Files in a locked, fire proof cabinet; provided, however, that to the extent the Issuer uses electronic (as opposed to paper) User Contracts, the Issuer will cause the Manager to maintain the User Contracts in a secure data storage facility, with restrictions on authority for signatures, document modification and access codes. All User Contracts shall be stamped (or, in the case of electronic Contracts, electronically marked conspicuously), within thirty (30) days of the Closing Date, applicable Contribution Date or applicable Substitution Date on which the Owner Compressor(s) relating thereto were acquired by the Issuer, with the following legend:

“Certain proceeds of this contract are subject to a security interest in favor of Wells Fargo Bank, National Association, as Indenture Trustee.”

          Section 636 Use of Owner Compressors . Each Owner Compressor will be used and operated in compliance with any and all insurance policy terms, conditions and provisions referenced in the Related Documents and in all material respects with all statutes, laws, ordinances, rules and regulations of any federal, national, state or local governmental body, agency or authority applicable to the use and operation of such Owner Compressor, including, without limitation, environmental, noise and pollution laws (including notifications and reports). Each Owner Compressor will be used and operated solely in the manner for which it was intended and in accordance with the license or certificate, if any, provided by the manufacturer thereof. The Issuer shall use reasonable precautions to prevent loss or damage to each Owner Compressor from fire and other hazards. The Issuer shall not permit any Owner Compressor to be used in any unlawful trade or in any manner that would violate any law that would expose such Owner Compressor to penalty, forfeiture or capture.

          Section 637 Maintenance and Repair of Owner Compressors . The Issuer, at its sole cost and expense, shall maintain (or cause the Manager to maintain):

          (i) each Owner Compressor in a manner consistent with the Manager’s maintenance practices applicable to its other equipment of the same or similar type as such Owner Compressor, so as to keep each owner Compressor in good condition (ordinary wear and tear excepted);

          (ii) each Owner Compressor in all material respects in compliance with Applicable Law (including environmental laws);

          (iii) each Owner Compressor in compliance with the manufacturer’s maintenance standards and procedures;

          (iv) each Owner Compressor in all respects in compliance with the insurance applicable to such Owner Compressors;

          (v) Property Insurance and Liability Insurance as required pursuant to the Related Documents for all Owner Compressors; and

          (vi) all records, logs and other materials required by any Governmental Authority having jurisdiction over any Owner Compressor or the Issuer, to be maintained in respect of such Owner Compressor.

In addition, the Issuer shall comply with (and shall ensure that the Manager complies with) the mutual maintenance and support provisions set forth in the Management Agreement.

          Section 638 Alterations .

          (i) Except as required or permitted by the provisions of this Section 638, the Issuer shall not modify or alter any Owner Compressor without the prior written approval of the Indenture Trustee (acting at the direction of the Requisite Global Majority).

          (ii) In case any Owner Compressor (or any part or component thereof) is required to be altered, added to, replaced or modified in order to comply with any insurance policies required pursuant to this Indenture or Applicable Law (any such alteration, additional replacement or modification, a “Required Alteration”), the Issuer agrees to promptly make (or cause to be made) such Required Alteration at its own expense. Thereupon, such Required Alteration shall immediately become subject to the terms and conditions of this Indenture.

          (iii) The Issuer may make any optional renovation, improvement, addition, or alteration to any Owner Compressor (any such renovation, improvement, addition or alteration, an “Optional Alteration”); provided that, such Optional Alteration does not impair the value, use or remaining useful life of such Owner Compressor. To the extent any Optional Alteration is not readily removable without impairing the value, use or remaining useful life of the Owner Compressor to which such Optional Alteration has been made, or is a part or appliance which replaces any part or appliance originally incorporated or installed in or attached to such Owner Compressor on the effective date for the related Supplement, such Optional Alteration shall be subject to the terms of this Indenture and the Supplement to which the related Owner Compressor is subject.

          Section 639 User Contracts . The Issuer shall (or the Manager on behalf of the Issuer shall) enter into User Contracts so long as (i) no Event of Default is then continuing, (ii) such User Contract is entered into in the ordinary course of business of the Issuer or the Manager and (iii) if the term of such User Contract will be for more than thirty (30) days, the term of such User Contract shall not extend beyond the Legal Final Maturity Date for the Series of Notes with the then latest Legal Final Maturity Date; provided, however , that each such User Contract shall, to the extent applicable, also comply with the provisions of Sections 643, 644 and 647 hereof.

          Upon request by the Indenture Trustee (i) after the occurrence of either an Event of Default or a Exterran Group Event or (ii) after delivery of a Manager Termination Notice, the Issuer shall promptly deliver to the Indenture Trustee, each Control Party and the Deal Agent (x) a schedule certified by a Responsible Officer of the Issuer of all User Contracts for the Owner Compressors (which schedule shall identify the Users and the contact information for such Users) and (y) for so long as an Event of Default has occurred and is continuing, copies of each User Contract at the time in effect.

          Section 640 Loss, Damage or Destruction of Owner Compressors .

          (i) Risk of Loss, Damage or Destruction . The Issuer has retained and shall retain all risk of loss, damage, theft, taking, destruction, confiscation, requisition or commandeering, partial or complete, of or to each Owner Compressor subject to this Indenture (“Loss, Damage or Destruction”), however caused or occasioned except for Loss, Damage or Destruction caused by the gross negligence or willful misconduct of the Indenture Trustee.

          (ii) Payment Upon a Casualty Loss . If a Casualty Loss occurs with respect to a Owner Compressor subject to the Lien of this Indenture, the Issuer shall, promptly upon receipt and in any event within thirty (30) days after the occurrence of such Casualty Loss, deposit into the Purchase Account the Casualty Proceeds that have been received with respect to such Casualty Loss.

          (iii) Application of Payments Not Relating to a Casualty Loss . Any payments (including, without limitation, insurance proceeds) received at any time by the Issuer from any Governmental Authority or other Person with respect to any loss or damage to any Owner Compressor not constituting a Casualty Loss, will be applied directly in payment of repairs or for replacement of property, if not already paid by the Issuer, or if already paid by the Issuer and no Event of Default shall have occurred and be continuing, shall be applied to reimburse the Issuer for such payment. Any balance remaining after making such payment in accordance with the provisions hereof with respect to such loss or damage shall be retained by the Issuer. If any Event of Default shall have occurred and be continuing, all payments hereunder shall be paid to the Trust Account and applied in accordance with the priority of payments set forth in Section 302(e) hereof.

          Section 641 Intellectual Property Filings . The Issuer shall make all filings necessary or desirable to ensure that the Indenture Trustee has a validly perfected first priority security interest in any and all Intellectual Property, if any.

          Section 642 Fixture and Accessions . The Issuer shall not attach or incorporate (or permit other Persons to attach or incorporate) any Owner Compressor to, or in, any other Owner Compressor or other personal property or to or in any real property in a manner that could give rise to (x) the assertion of any Lien on such Owner Compressor by reason of such attachment or (y) the assertion of a claim that such Owner Compressor has become a fixture. The Issuer agrees to take all actions that are necessary or desirable to ensure the continued characterization of the Owner Compressors as personal property under Applicable Law.

          Section 643 Contracts with Exterran Affiliates . Except as otherwise permitted by Section 645 hereof, the Issuer shall not (and shall cause the Manager to not) enter into a Contract for an Owner Compressor with a Exterran Affiliate.

          Section 644 Contracts Containing Purchase Options . The Issuer shall not (and shall cause the Manager to not) enter into any Contract for use of an Owner Compressor that contains a contractual purchase option in favor of the related User, unless:

          (i) such purchase option is (x) granted or exercisable by a Person other than an Exterran Affiliate and (y) the terms and conditions of such purchase option (including the aggregate consideration payable upon the exercise of such option) have been negotiated on an arm’s length basis and are consistent with prudent industry standards on the date on which such purchase option was negotiated; and

          (ii) the Net Compressor Sales Proceeds to be received by the Issuer upon any exercise of such purchase option must be for an amount that is not less than the then Depreciated Value of such Owner Compressor as of the last day of the month immediately preceding each exercise date of such purchase option; provided, however , no violation of this clause (ii) shall occur if the sum of the then Depreciated Values of all Owner Compressors subject to such non-conforming purchase options does not

exceed at any time an amount equal to the product of (x) five percent (5%) and (y) the then Aggregate Depreciated Value.

          Section 645 Sales of Owner Compressors to an Exterran Affiliate . The Issuer shall not (and shall cause the Manager to not) sell any Owner Compressor to an Exterran Affiliate, except for any such sale to an Exterran Affiliate (a) of a Prohibited Below DV Compressor, (b) of an Owner Compressor that is not then subject to a User Contract and which is