INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

Exhibit 10.12

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

dated as of August 20, 2007

among

EXTERRAN, INC.,
in its individual capacity and as Manager

EXTERRAN ABS 2007 LLC,
as Issuer

WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Indenture Trustee

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Bank Agent,

THE VARIOUS FINANCIAL INSTITUTIONS that may from time to time
become parties hereto as Exterran Lenders

and

JPMorgan Chase Bank, N.A.,
in its individual capacity and as Intercreditor Collateral Agent

TABLE OF CONTENTS

Section 1. Rules of Usage; Definitions			2
Section 2. Securitization Collections			8
Section 3. Acknowledgments Regarding Securitization Collateral			8
Section 4. Acknowledgment Regarding Non-Securitization Collateral			9
Section 5. Intercreditor Collateral Agent			10
Section 6. Establishment of Accounts: Deposit of Collections			12
Section 7. Allocation of Collections: Disbursements of Collections			13
Section 8. Monitoring of Allocation Process; Effect of a Securitization Default; Effect of a Bank Default			17
Section 9. Compensation and Indemnity of Intercreditor Collateral Agent: Waiver of Right of Set-off			19
Section 10. Resignation by or Removal of Intercreditor Collateral Agent			21
Section 11. No Implied Waivers, Etc			22
Section 12. Amendments			22
Section 13. Benefit of Agreement; Joinder			22
Section 14. Severability			23
Section 15. Counterparts			23
Section 16. Notices			23
Section 17. Headings			23
Section 18. Governing Law			23
Section 19. No Petition			23
Section 20. Insolvency			23
Section 21. Termination			24
Section 22. Entire Agreement			24

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

     This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 20, 2007 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the provisions hereof, this “ Agreement ” ) is among:

     (i) Exterran, Inc., a Texas corporation, in its individual capacity (in such capacity, together with its successors and permitted assigns, “ EI ” ), and as Manager under the Management Agreement (in such capacity, and for so long as EI is such Manager under that Agreement, the “ Manager ” );

     (ii) Exterran ABS 2007 LLC, a Delaware limited liability company (together with its successors and permitted assigns, “ ABS 2007 ” );

     (iii) Wells Fargo Bank, National Association, as indenture trustee under the hereinafter defined Securitization Indenture for the benefit of the Noteholders and the other Persons set forth therein (in such capacity, together with its successors and permitted assigns, the “ Indenture Trustee ” );

     (iv) Wachovia Bank, National Association, as U.S. administrative agent on behalf of the Bank Lenders as hereinafter defined (in such capacity, together with its successors and permitted assigns, the “ Bank Agent ” );

     (v) JPMorgan Chase Bank, N.A., in its individual capacity and as collateral agent for the Securitization Secured Parties (as defined herein), the Exterran Lenders (as defined herein) and EI (in such capacity, together with its successors and permitted assigns, the “ Intercreditor Collateral Agent ” ); and

     (vi) The Additional Exterran Lenders that from time to time become a party hereto in accordance with Section 13 hereof.

RECITALS

     (1) WHEREAS, EI, in its individual capacity and as Manager, may receive from time to time Collections relating to the Domestic Contract Compression Business of (a) EI and its subsidiaries and (b) ABS 2007; and

     (2) WHEREAS, the parties hereto desire to execute and deliver this Agreement to set forth certain agreements among them with respect to such Collections as provided below.

     NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

     Section 1. Rules of Usage; Definitions.

     (a) The following rules of usage shall apply to this Agreement (and each appendix, schedule, exhibit and annex to the foregoing) unless otherwise required by the context or unless otherwise defined therein.

     (i) The defined terms in this Agreement shall include the plural as well as the singular, and the use of any gender herein shall be deemed to include any other gender.

     (ii) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement.

     (iii) Except as otherwise expressly provided, any definition defined herein shall be equally applicable to the singular and plural forms of the terms defined.

     (iv) Except as otherwise expressly provided, references in this Agreement to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits are references to articles, sections, paragraphs, clauses, annexes, appendices, schedules or exhibits in or to this Agreement.

     (v) References to any Person shall include such Person, its successors and permitted assigns and transferees.

     (vi) Except as otherwise expressly provided, reference to any agreement means such agreement as amended, restated, modified, extended or supplemented from time to time in accordance with the applicable provisions thereof.

     (vii) Except as otherwise expressly provided, references to any law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement thereof, or restatement thereof.

     (viii) When used in this Agreement, words such as “hereunder,” “hereto,” “hereof” and “herein” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement (including any other document to the extent incorporated or referred to herein (whether or not actually attached hereto)) and not to any particular article, section, subsection, paragraph or clause hereof.

     (ix) References to “including” means including without limiting the generality of any description preceding such term and for purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to any enumeration of specific matters, to matters similar to those specifically mentioned.

     (x) All terms used in the UCC and not specifically defined in this Agreement are used therein as defined in the UCC; provided, however, that references in this Agreement to any section of the UCC shall mean, on or after the effective date of the adoption of any revision to the UCC in the applicable jurisdiction, such revised or successor section thereto.

     (xi) Except as otherwise expressly provided, 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 mean “to but excluding”.

     (b) Definitions . The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the content otherwise requires, have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

      “ ABS 2007 ” has the meaning specified in clause (ii) of the preamble hereto.

      “ Additional Exterran Lenders ” means any Person that is a Exterran Lender other than a Bank Lender and executes and delivers a “ Supplemental Agreement ” substantially in the form of Exhibit “B” attached hereto pursuant to and in accordance with the terms of Section 13 hereof.

      “ Agreement ” has the meaning specified in the preamble hereto.

      “ Allocated Collections ” means all or any portion of the Collections as of any date of determination that have been allocated pursuant to the provisions of Sections 7 and 8 of this Agreement.

      “ Allocation Accounting Firm ” has the meaning specified in Section  7(a)(ii) hereof.

      “ Bank Agent ” has the meaning specified in clause (iv) of the preamble hereto.

      “ Bank Collateral ” means any collateral in which the Bank Agent has been granted a security interest by Exterran, EI and certain of their subsidiaries to secure the obligations under the Bank Credit Agreement.

      “ Bank Collateral Agreement ” means collectively that certain (a) US Collateral Agreement, dated as of August 20, 2007, by Exterran Holdings, Inc., Exterran, Inc., Exterran Energy Solutions, L.P., EI Leasing LLC and UCI MLP LP LLC in favor of Wachovia Bank, National Association, as US Administrative Agent, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, (b) Pledge and Security Agreement, dated as of August 20, 2007, by Exterran and certain of the subsidiaries of Exterran in favor of the Bank Agent, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, and (c) any other Security Instrument (as defined in the Bank Credit Agreement) from time to time outstanding.

      “ Bank Credit Agreement ” means that certain Senior Secured Credit Agreement, dated as of August 20, 2007, among Exterran, EI, Universal Compression Canada Limited Partnership, the Bank Agent, Wachovia Capital Finance Corporation (Canada) as Canadian Administrative Agent, JPMorgan Chase Bank, N.A., as syndication agent and Bank of America, N.A., Calyon New York Branch and Fortis Capital Corp. as Documentation Agents and the Bank Lenders, as such agreement may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

      “ Bank Default ” means an Event of Default (as defined in the Bank Credit Agreement) that has occurred and is continuing under the Bank Credit Agreement.

      “ Bank Documents ” means the Bank Credit Agreement, the Bank Collateral Agreement, the Secured Hedging Agreements, the Secured Treasury Management Agreement and each other agreement, document or instrument executed in connection with the Bank Credit Agreement or the Bank Collateral Agreement.

      “ Bank Lenders ” means the lenders from time to time party to the Bank Credit Agreement and the counterparties to the Secured Hedging Agreements.

      “ Bankruptcy Code ” means the Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.

      “ Business Day ” means any day other than a Saturday, Sunday or any other day on which banking institutions in New York, New York, Minneapolis, Minnesota or Houston, Texas are authorized or obligated by law, executive order or governmental decree to be closed.

      “ Collateral ” means the Securitization Collateral and the Non-Securitization Collateral.

      “ Collection Parties ” means the Securitization Secured Parties and the Exterran Lenders.

      “ Collections ” means cash, checks and other instruments or any other method of payment and all other amounts whatsoever owned by, owing to or paid to (a) EI or its subsidiaries, (b) EI in its capacity as Manager, or (c) ABS 2007, in each case from time to time.

      “ Compressor ” means a natural gas or coal methane compressor equipment unit, together with any tangible components thereof, all related appliances, parts, accessories, appurtenances, accessions, additions, improvements, replacements thereto, all other equipment or components of any nature from time to time incorporated or installed therein and all substitutions for any of the foregoing.

      “ Disputed Allocations ” has the meaning specified in Section 7(c) hereof.

      “ Domestic Contract Compression Business ” means (i) with respect to EI, the natural gas compression contract business of EI and its subsidiaries in the United States of America and (ii) with respect to ABS 2007, the natural gas compression contract business of ABS 2007 in the United States of America.

     “ EESLP ” means Exterran Energy Solutions, L.P., a Delaware limited partnership.

     “ EESLP Lockbox Account ” means the Lockbox Account under the Intercreditor and Collateral Agency Agreement of even date herewith among Exterran Energy Solutions, L.P., in its individual capacity and as Manager, Exterran ABS 2007 LLC, as Issuer, Wells Fargo Bank, National Association, as Indenture Trustee, Wachovia Bank, National Association, as US Administrative Agent, the various financial institutions that may from time to time become parties thereto as Exterran Lenders, and Wells Fargo Bank, National Association, in its individual capacity and as Intercreditor Collateral Agent.

      “ EI ” has the meaning specified in clause (i) of the preamble hereto.

      “ EI Account ” means account no. 636283384 maintained with the Intercreditor Collateral Agent on behalf of and in the name of EI.

      “ EI Accountants ” has the meaning specified in Section  7(a)(ii) .

      “ Enhancement Agreement ” is defined in Appendix A to the Securitization Indenture.

     “ Exterran ” means Exterran Holding, Inc., a Delaware corporation.

      “ Exterran Lender Documents ” means the credit agreements, reimbursement agreements, Secured Hedging Agreements, lease agreements, indentures, including, without limitation, the Bank Documents, that Exterran has entered into, or may enter into in the future, with various Exterran Lenders, pursuant to which Exterran has granted or may in the future grant to any or all such Exterran Lenders, a security interest in and Liens on any NonSecuritization Collateral.

      “ Exterran Lenders ” means the various lenders, lessors and/or owners, including, without limitation, the Bank Agent, the Bank Lenders and each Additional Exterran Lender, with which Exterran has entered into, or may enter into in the future, any Exterran Lender Document.

      “ Exterran Obligations ” means any and all sums owing under the Exterran Lender Documents and all other obligations, direct or contingent, joint, several or independent of Exterran or any other obligor under the Exterran Lender Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed claim under applicable law.

      “ Indenture Trustee ” has the meaning specified in clause (iii) of the preamble hereto.

      “ Intercreditor Collateral Agent ” has the meaning specified in clause (vi) of the preamble hereto.

      “ Interest Rate Hedge Provider ” means any counterparty to a cap, collar or other hedging instrument permitted to be entered into pursuant to the Securitization Indenture.

      “ Lien ” means any security interest, lien (statutory or other), charge, pledge, equity, mortgage, hypothecation, assignment for security or encumbrance of any kind or nature whatsoever.

      “ Lockbox Account ” means the lockbox account number 972641, and the related separate bank deposit account, account number 636283392 maintained in the name of the Intercreditor Collateral Agent for the benefit of the Collection Parties and EI with the Intercreditor Collateral Agent. The remittance address to be used for payments and deposits to the Lockbox Account is Exterran, Inc., P.O. Box 972641, Dallas, Texas 75397-2641.

      “ Lockbox Agreements ” has the meaning specified in Section 22 hereof.

      “ Management Agreement ” means that certain Management Agreement, dated as of August 20, 2007 by and between the Manager and ABS 2007, as such agreement may be amended, modified or supplemented from time to time.

      “ Manager ” has the meaning specified in clause (i) of the preamble hereto.

      “ Misallocation ” has the meaning specified in Section  7(b)(iii) hereof.

      “ Non-Securitization Collateral ” means (i) all Compressors and other assets received by EI or the Manager that do not constitute Securitization Collateral and (ii) all Non-Securitization Collections.

      “ Non-Securitization Collections ” means all Collections received by EI and/or the Manager that do not constitute Securitization Collections.

      “ Noteholder ” means a Person in whose name a Note is registered in accordance with the terms of the Securitization Indenture.

      “ Notes ” means any of the promissory notes executed by ABS 2007 and authenticated by or on behalf of the Indenture Trustee pursuant to and issued under the Securitization Indenture.

      “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership or other entity.

      “ Related Documents ” is defined in Appendix A to the Securitization Indenture.

      “ Repetitive Wire Instructions ” means a notice substantially in the form of Exhibit “A” attached hereto.

      “ Requisite Global Majority ” is defined in Appendix A to the Securitization Indenture.

      “ Returned Items ” has the meaning specified in Section  9(b)(ii) hereof.

      “ Secured Hedging Agreements ” has the meaning assigned in the Bank Collateral Agreement.

     “ Secured Treasury Management Agreement ” has the meaning assigned in the Bank Colalteral Agreement.

      “ Securitization Account ” has the meaning specified in Section  7(b)(ii) hereof, which account shall initially be the Trust Account.

      “ Securitization Accountants ” has the meaning specified in Section  7(a)(ii) hereof.

      “ Securitization Collateral ” means, collectively, all right, title and interest of ABS 2007 in the property and rights subject to the security interest granted by ABS 2007 under the Securitization Indenture (including, without limitation, the Securitization Compressors and the User Contracts).

      “ Securitization Collections ” has the meaning specified in Section 2 hereof.

      “ Securitization Compressors ” means, as of any date of determination, all Compressors owned by ABS 2007 as of such date.

      “ Securitization Default ” means a Manager Default (as defined in Appendix A to the Securitization Indenture), an Event of Default (as defined in Appendix A to the Securitization Indenture) or a Exterran Event (as defined in Appendix A to the Securitization Indenture).

      “ Securitization Documents ” means the Securitization Indenture, the Enhancement Agreements, the Management Agreement, each other Related Document (as defined in Appendix A to the Securitization Indenture) and each other agreement, document or instrument executed in connection with the Securitization Indenture.

      “ Securitization Indenture ” means that certain Indenture, dated as of August 20, 2007, between ABS 2007 and the Indenture Trustee, as such agreement may be amended, supplemented or otherwise modified from time to time in accordance with its terms, including any supplements thereto.

      “ Securitization Obligations ” means, collectively, (a) any and all sums owing (i) to the Noteholders under the Securitization Indenture, (ii) to any Series Enhancer, including under any Enhancement Agreement, (iii) to the Indenture Trustee under the Securitization Indenture or any other Securitization Document and (iv) to the Interest Rate Hedge Providers and (b) without duplication of amounts described in clause (a) , all other obligations, direct or contingent, joint, several or independent of ABS 2007, or any other obligor under the Securitization Documents now or hereafter existing, due or to become due, including any interest accruing subsequent to the filing of a petition in bankruptcy, whether or not such interest is an allowed claim under applicable law.

      “ Securitization Secured Parties ” means, collectively, the Indenture Trustee, ABS 2007, each Series Enhancer, each Interest Rate Hedge Provider, and the Noteholders.

      “ Series Enhancer ” is defined in Appendix A to the Securitization Indenture.

      “ Trust Account ” is defined in Appendix A to the Securitization Indenture.

      “ UCC ” means the Uniform Commercial Code (or any successor statute) of the State of New York as in effect from time to time or of any other state or jurisdiction the laws of which are required by Section 9-301 thereof to be applied in connection with the issue of perfection of security interests.

     “ UCLP ” means Universal Compression Partners, L.P., a Delaware limited partnership

      “ Unallocated Collections ” has the meaning specified in Section  7(a)(ii) hereof.

      “ User ” means any Person (other than ABS 2007) that contracts or subcontracts for the service of any Securitization Compressor.

      “ User Contract ” means any contract with respect to the service of one or more Securitization Compressors entered into between the ABS 2007 (or Exterran acting on behalf of ABS 2007), as obligor, and a User, as obligee.

     Section 2. Securitization Collections . The following shall constitute the “ Securitization Collections ” :

     (a) all Collections in respect of ABS 2007’s Domestic Contract Compression Business, including, without limitation, any and all contract payments under User Contracts of the Securitization Compressors;

     (b) all Collections in respect of the sale, transfer or disposition of any Securitization Collateral and all Collections in respect of any casualty or other event of loss affecting any Securitization Collateral; and

     (c) all proceeds and products of any and all of the foregoing.

     Section 3. Acknowledgments Regarding Securitization Collateral . Each Exterran Lender party hereto hereby acknowledges and agrees that, until all Securitization Obligations shall have been paid in full in cash:

     (a) In the event that any Liens on or security interest in all or any portion of the Securitization Collateral at any time exists in favor of any Exterran Lenders, each such Exterran Lender will, immediately upon the request of the Indenture Trustee, release or otherwise terminate such security interest in and Lien upon such Securitization Collateral and such Exterran Lender will immediately deliver such release documents as the Indenture Trustee may require in connection therewith.

     (b) Without limiting the agreements contained in paragraph (a) above, all security interests in or Liens on the Securitization Collateral now or at any time hereafter granted by ABS 2007 to the Indenture Trustee or, pursuant to the Securitization Documents, secure the Securitization Obligations and shall be prior, paramount, and superior to any and all Liens and security interests, if any, on or in such Securitization Collateral heretofore, now or at any time hereafter granted by Exterran to any Exterran Lender, either pursuant to the Exterran Lender Documents or otherwise (and, as such, any interest of any Exterran Lender in the Securitization Collections and the Securitization Collateral shall be at all times subordinated to the interest of the Indenture Trustee therein), regardless of the date of execution of any such Lien documents or the order of filing of any of them for record in any public office. The Lien priorities provided in this Section 3(b) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the Securitization

Obligations or the Securitization Documents, on the one hand, or the Exterran Obligations or the Exterran Lender Documents, on the other hand, nor by any action or inaction which the Indenture Trustee, or any other beneficiary under the Securitization Indenture may take or fail to take in respect of the Securitization Collections and the Securitization Collateral.

     (c) Each Exterran Lender hereby fully, unconditionally and irrevocably disclaims, waives, relinquishes and releases any right, title or interest (including any Lien) it may have, now or in the future, to the Securitization Collateral, including, without limitation, to (i) foreclose or otherwise realize upon, or attempt to foreclose or otherwise realize upon any of the Securitization Collateral, including, without limitation, the Securitization Collections, or assert any claims or interests therein, or (ii) seek to obtain possession of or issue or cause to be issued any levies, garnishments, attachments, or other legal process of any kind or nature against any of the Securitization Collateral, including, without limitation, the Securitization Collections, or (iii) contact any. Users or other Persons that are account debtors or obligees with respect to any Securitization Collateral, to the extent such contact relates to any User Contract or other Securitization Collateral.

     Section 4. Acknowledgment Regarding Non-Securitization Collateral . The Indenture Trustee hereby acknowledges and agrees that, so long as any Exterran Obligations are outstanding:

     (a) In the event that any Liens on or security interest in all or any portion of the Non-Securitization Collateral at any time exists in favor of the Indenture Trustee, the Indenture Trustee will, immediately upon the request of EI or the Bank Agent, release or otherwise terminate such security interest in and Lien upon such Non-Securitization Collateral and the Indenture Trustee will immediately deliver such release documents as EI or the Bank Agent may require in connection therewith.

     (b) Without limiting the agreements contained in paragraph (a) above, all security interests in or Liens on the Non-Securitization Collateral now or at any time hereafter granted by EI to any Exterran Lender pursuant to the Exterran Lender Documents, secure the Exterran Obligations and shall be prior, paramount, and superior to any and all Liens and security interests, if any, on or in such Non-Securitization Collateral heretofore, now or at any time hereafter granted to the Indenture Trustee, either pursuant to the Securitization Documents or otherwise (and, as such, any interest of the Indenture Trustee in the Non-Securitization Collections and the Non-Securitization Collateral shall be at all times subordinated to the interest of any such Exterran Lender), regardless of the date of execution of any such Lien documents or the order of filing of any of them for record in any public office. The Lien priorities provided in this Section 4(b) shall not be altered or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement or refinancing of either the Exterran Obligations or the Exterran Lender Documents, on the one hand, or the Securitization Obligations or the Securitization Documents, on the other hand, nor by any action or inaction which the Exterran Lenders may take or fail to take in respect of the Non-Securitization Collateral.

     (c) The Indenture Trustee hereby fully, unconditionally and irrevocably disclaims, waives, relinquishes and releases any right, title or interest (including any Liens) it may have, now or in the future, to the Non-Securitization Collateral, including, without limitation, to (i) foreclose or otherwise realize upon, or attempt to foreclose or otherwise realize upon any of the Non-Securitization Collateral, or assert any claims or interests therein, or (ii) seek to obtain possession of or issue or cause to be issued any levies, garnishments, attachments, or other legal process of any kind or nature against any of the Non-Securitization Collateral, or (iii) contact any parties who are account debtors or obligees with respect to Non-Securitization Compressors to the extent such contact relates to the Non-Securitization Collateral.

     Section 5. Intercreditor Collateral Agent .

     (a) Appointment . Each of the Collection Parties and EI hereby designates the Intercreditor Collateral Agent to act, and the Intercreditor Collateral Agent hereby accepts such designation to act, as specified herein and as such Collection Party’s nominee and agent under the Exterran Lender Documents and under the Securitization Documents, as the case may be, and, in the case of EI, to act as EI’s nominee and agent under the Exterran Lender Documents, the Securitization Documents and otherwise for EI in its own capacity, to hold for such Collection Party’s and EI’s respective benefit, as its interest may appear, all Collections from the Collateral that may from time to time be in the possession or control of the Intercreditor Collateral Agent in the Lockbox Account. Without prejudice to the rights of the Collection Parties to enforce the Securitization Documents and the Exterran Lender Documents, as applicable, each of the Collection Parties and EI hereby irrevocably authorizes the Intercreditor Collateral Agent to take such action, to exercise such powers and remedies and to perform such duties hereunder as are specifically provided or delegated to or required of the Intercreditor Collateral Agent by the terms hereof and such other powers as are reasonably incidental thereto. The Intercreditor Collateral Agent may perform any of its duties hereunder by or through its agents or employees.

     (b) Duties of Intercreditor Collateral Agent .

     (i) The Intercreditor Collateral Agent shall not be deemed to have any knowledge (imputed or otherwise) of: (A) any of the terms or conditions of the Exterran Lender Documents, the Securitization Documents or any documents referred to therein or relating to any financing arrangement between or among any of the Collection Parties and/or EI, or any other party, or any breach thereof, or (B) any occurrence or existence of a default thereunder. The Intercreditor Collateral Agent has no obligation to inform any Person of any breach under any such Exterran Lender Document or Securitization Document or take any action in connection with any of the foregoing, except such actions as are specified in this Agreement.

     (ii) The Intercreditor Collateral Agent is not responsible for the enforceability or validity of any security interest in the Collateral and the Lockbox Account.

     (iii) The Intercreditor Collateral Agent shall have no duties or responsibilities to the Collection Parties or EI except those expressly set forth or described herein and the duty to exercise “ordinary care” with respect to the Collections in its possession or under its control and as required by applicable law. With respect to the immediately preceding sentence, the Intercreditor Collateral Agent shall be deemed to have exercised “ordinary care” if its action or failure to act is in conformity with general banking usages or is otherwise in accordance with commercially reasonable practices of the banking industry. Except as set forth above with respect to the Intercreditor Collateral Agent’s duties with respect to the Collections in its possession or under its control, neither the Intercreditor Collateral Agent nor any of its officers, directors, employees or agents shall be liable to the Collection Parties or EI for any action taken or omitted by it as such hereunder, or in connection herewith, unless caused by its or their gross negligence or willful misconduct.

     (iv) The duties of the Intercreditor Collateral Agent as agent of the Collection Parties and EI shall be mechanical and administrative in nature. The Intercreditor Collateral Agent shall not have, by reason of this Agreement or any Securitization Document or Exterran Lender Document, a fiduciary relationship in respect of any Collection Parties or EI and nothing herein expressed or implied, is intended to or shall be so construed as to impose upon the Intercreditor Collateral Agent any obligations in respect of any Securitization Document or Exterran Lender Document except as expressly set forth herein. The Intercreditor Collateral Agent shall not be liable for consequential, incidental or special damages even if it has been advised of the possibility of same. The Intercreditor Collateral Agent shall not be liable for failure to perform its obligations when the failure arises out of causes beyond its control, including, without limitation, an act of a governmental or regulatory authority, an act of God, accident, equipment failure, labor disputes or system failure, provided it has exercised commercially reasonable diligence with respect thereto.

     (c) Reliance of the Intercreditor Collateral Agent . The Intercreditor Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message that the Intercreditor Collateral Agent reasonably believes in good faith to be signed, sent or made by any apparently authorized person or entity, with respect to all matters pertaining to the Collateral (including, without limitation, the Collections) and the Lockbox Account and its duties hereunder. Neither any Collection Party nor EI shall have any right of action whatsoever against the Intercreditor Collateral Agent as a result of the Intercreditor Collateral Agent acting or refraining from acting based upon instructions given to the Intercreditor Collateral Agent pursuant to and consistent with this Agreement to so act or refrain from acting, provided that such action or refraining from acting is in accordance with this Agreement. Unless expressly provided herein, the Intercreditor Collateral Agent shall have a reasonable opportunity to act after the receipt of any notice or instruction as described herein.

     Section 6. Establishment of Accounts: Deposit of Collections .

     (a) EI shall cause the Lockbox Account to be maintained with the Intercreditor Collateral Agent. The Lockbox Account shall at all times be held in the name of, and under the exclusive dominion and control of, the Intercreditor Collateral Agent for the benefit of the Collection Parties and EI, at the expense of EI. EI in its individual capacity agrees that the Lockbox Account shall be under the exclusive dominion and control of the Intercreditor Collateral Agent and that it shall not, and shall have no right to, make withdrawals therefrom, give any instructions with respect thereto, or have access thereto, except with respect to Non-Securitization Collections constituting Non-Securitization Collateral to the extent provided in Section  7(b)(i) hereof and with respect to Securitization Collections constituting Securitization Collateral pursuant to Section 7(b)(ii) hereof. The Collection Parties hereby agree that the Lockbox Account shall be under the exclusive dominion and control of t