MANAGEMENT AGREEMENT

Exhibit 10.2

MANAGEMENT AGREEMENT

BY AND BETWEEN

EXTERRAN PARTNERS, L.P.,

AS THE MANAGER,

EXLP ABS 2009 LLC,

AS THE ISSUER, AND

EXLP ABS LEASING 2009 LLC,

AS THE LESSOR

OCTOBER 13, 2009

ALL RIGHT, TITLE AND INTEREST IN AND TO THIS AGREEMENT ON THE PART OF EACH OF EXLP ABS 2009 LLC AND EXLP ABS LEASING 2009 LLC HAS BEEN ASSIGNED TO AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE, UNDER AN INDENTURE, DATED AS OF OCTOBER 13, 2009, FOR THE BENEFIT OF THE PERSONS REFERRED TO THEREIN.

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT, dated as of October 13, 2009 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “ Agreement ”) is entered into by and between EXLP ABS 2009 LLC, a limited liability company formed under the laws of the State of Delaware, whose principal office is at 16666 Northchase Drive, Houston, Texas 77060 (together with its successors and permitted assigns, the “ Issuer ”), EXLP ABS LEASING 2009 LLC, a limited liability company formed under the laws of the State of Delaware, whose principal office is at 16666 Northchase Drive, Houston, Texas 77060 (together with its successors and permitted assigns, the “ Lessor ”) and EXTERRAN PARTNERS, L.P., a limited partnership organized under the laws of the State of Delaware whose principal office is at 16666 Northchase Drive, Houston, Texas 77060 (together with its successors and permitted assigns, “ EXLP ” ), as the initial Manager hereunder (in such capacity, together with any Replacement Manager appointed hereunder, including, upon the occurrence of the Management Replacement Date under and as defined in the Back-up Management Agreement, the Back-up Manager, the “ Manager ”).

RECITALS

     WHEREAS, the Lessor, a subsidiary of the Issuer, owns substantially all of the Owner Compressors and leases certain of such Owner Compressors to the Issuer;

     WHEREAS, the Issuer leases from the Lessor certain of the Owner Compressors and owns the remaining Owner Compressors;

     WHEREAS, the Manager is primarily in the business of providing contract compression services and occasionally leasing compressors;

     WHEREAS, the Issuer, the Lessor and the Manager desire to enter into this Agreement pursuant to which the Manager will operate, maintain and manage the Owner Compressors and provide contract compression services to Users pursuant to User Contracts on behalf of the Issuer and the Lessor;

     WHEREAS, the Lessor acknowledges that its revenues are expected to be derived solely from lease rentals received from the Issuer and the Issuer’s operating revenues, in turn, are expected to be derived primarily from the provision of contract compression services and occasionally the rental of the Owner Compressors to Users pursuant to User Contracts; and

     WHEREAS, the Lessor and the Issuer acknowledge that if there were no services (as described below) provided by the Manager, the ability of the Lessor and the Issuer to obtain revenue would be materially impaired;

     NOW, THEREFORE, in consideration of the premises and mutual representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:

1. DEFINITIONS

     Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture, dated as of October 13, 2009 (as amended, modified or supplemented from time to time in accordance with its terms, the “ Indenture ”), among the Issuer, the Lessor and Wells Fargo Bank, National Association, as indenture trustee (together with its successors and assigns, the “ Indenture Trustee ”), as such Appendix A may be amended, supplemented or otherwise modified from time to time in accordance with the provisions of the Indenture, and the rules of usage set forth in such Appendix A shall apply to this Agreement.

2. APPOINTMENT OF THE MANAGER

     2.1 Appointment .  Upon the terms and conditions hereinafter provided, each of the Issuer and the Lessor hereby appoint EXLP as the initial Manager of the Owner Compressors.  The Manager shall be responsible, on behalf of the Issuer, for providing contract compression services utilizing the Owner Compressors, as well as operating, maintaining and managing all of the Owner Compressors. The Lessor consents to and joins in with the contract engaging the Manager for the purpose of assuring that the Owner Compressors are under management as provided herein. EXLP, as initial Manager, and each other Replacement Manager as may from time to time become Manager hereunder, hereby accepts such appointment and agrees to provide contract compression services and operate, maintain and manage all of the Owner Compressors in accordance with this Agreement.

     2.2 Standard of Performance .  In performing its obligations hereunder (including the Manager’s obligations (a) to identify Collections that are allocable to the Securitization Collateral and (b) to perform its obligations under the Intercreditor Agreement), the Manager shall use such efforts which are in accordance with the Services Standard.  The duties of the Manager will be limited to those expressly set forth in this Agreement and the Related Documents and the Manager will not have any fiduciary or other implied duties or obligations to the Issuer or any of its assignees.

     2.3 Conflicts of Interest .  Except as otherwise permitted, the Manager shall perform its duties and obligations under this Agreement on a fair and equitable basis. Without prejudice to the generality of the foregoing, the Manager will not discriminate between the Owner Compressors and the Other EXLP Compressors (or, in the case of any Manager other than EXLP or an EXLP Affiliate, Compressors or any other equipment of a type similar to the Owner Compressors that are owned, maintained, managed or for which contract compression services are provided by such Manager for its own account) on any basis which could reasonably be considered discriminatory or adverse.

     2.4 Similar Services .  It is expressly understood and agreed that nothing herein shall be construed to prevent, prohibit or restrict the Manager or any Affiliate of the Manager from providing the same or similar services as those provided under this Agreement to any other Person or from providing contract compression services or manufacturing, selling, owning, managing, maintaining, operating or otherwise dealing with Compressors on its or others’ behalf; provided that no such activity shall in any way reduce the obligations of the Manager hereunder to comply with the Services Standard.

     2.5 Use of Affiliates, Assignment of Rights and Obligations .  (a) Each of the Issuer and the Lessor hereby consents to and agrees that, in performing its duties hereunder, the Manager may further contract with, or delegate to, its Affiliates to provide any or all services to be provided by the Manager pursuant to this Agreement; provided that the Manager shall remain liable for all services to be provided and which any of its Affiliates have been contracted to perform; and provided, further, that the Manager shall be solely responsible for the payment of all fees and expenses (which shall be negotiated and determined at an arm’s-length basis) owing to all such Affiliates.

          (b) During the term of this Agreement, the Manager shall not, without the prior written consent of the Requisite Global Majority in each instance, (i) terminate its rights under the Omnibus Agreement, without replacing the Omnibus Agreement with a replacement agreement providing for similar management services with a counterparty capable of carrying out such management services (as determined by the Deal Agent in its reasonable discretion), or (ii) amend, modify or waive the terms of the Omnibus Agreement in a manner that could reasonably be expected to materially and adversely affect the ability of the Manager to perform its obligations under this Agreement or any other Related Document to which it is a party.

     2.6 Relationship between the Issuer, the Lessor and the Manager .  All of the functions, duties and services performed by the Manager under this Agreement shall be performed by the Manager as an independent contractor and not as an agent of the Issuer or the Lessor except to the limited extent expressly set forth in this Section 2.6 .  The Manager does not have the authority to act as an agent of the Issuer or the Lessor and the Manager, in its capacity as such, does not, except as to the execution of User Contracts, have the authority to bind the Issuer or the Lessor or their assets.  The Manager is authorized to act as the agent of the Issuer (and, to the extent relevant to the particular situation, of the Lessor) with respect to administering, collecting, reporting and remitting sales, use and other taxes due from Users. Neither the Issuer nor the Lessor shall have any liability for the acts of the Manager.  The foregoing provision regarding liability shall not affect the ability of a state or other taxing authority to hold the Issuer (or, to the extent relevant to the particular situation, the Lessor) liable for sales, use or similar taxes that the Manager fails to collect from the Users, including related penalties and interest. Any fee or other compensation payable by the Issuer to the Manager is an ordinary and necessary business expense of the Issuer. No fee is anticipated to be paid by the Lessor to the Manager, it being understood that the compensation received by the Manager from the Issuer is the full compensation to which the Manager is to be entitled for all services to be rendered to both the Issuer and the Lessor pursuant to the terms of this Agreement.

     2.7 Back-up Manager .  If the Back-up Manager or any other Person shall become the Replacement Manager, then the Requisite Global Majority shall have the right to appoint another Eligible Back-up Manager as Back-up Manager.

3. MANAGEMENT TERM

     3.1 Duration of Management Term .  The Management Term shall commence as of the Closing Date and shall continue in force with respect to an Owner Compressor until the earliest to occur of:  (i) the occurrence of a Compressor Termination Event with respect to such Owner Compressor, (ii) the date on which the Indenture is discharged in accordance with its terms and all Outstanding Obligations (including all amounts owing to any Series Enhancer

pursuant to any Enhancement Agreement) have been paid in full, and (iii) with respect to any Manager, the removal and replacement of the Manager in accordance with the provisions of Section 12 hereof.  Except as set forth in this Section 3 or Section 12 hereof, the rights and obligations of the Manager hereunder may not be terminated by, or on behalf of, the Issuer or the Lessor for any reason.

     3.2 Resignation by the Manager .  Neither EXLP nor any successor Manager may resign from its obligations and duties as the Manager hereunder, except upon a determination that the performance by EXLP or such successor Manager, as the case may be, of its duties under this Agreement is no longer permissible under Applicable Law, which determination shall be evidenced by an Opinion of Counsel, in form and substance reasonably satisfactory to the Requisite Global Majority, to such effect addressed and delivered to the Indenture Trustee (on behalf of the Noteholders, each Series Enhancer and the other Persons specified in the Indenture), the Issuer and each Series Enhancer. No such resignation will become effective until a Replacement Manager has assumed the obligations and duties of the Manager under this Agreement in accordance with the terms hereof.

     3.3 Termination with Respect to an Owner Compressor .  Notwithstanding the other provisions of this Section 3 to the contrary (but subject to the provisions of Section 12 ), the Management Term shall terminate with respect to any Owner Compressor which becomes an Obsolete Compressor, is subject to a Casualty Loss (other than a temporary requisition by any Governmental Authority for a period of not more than 180 days), or has been sold or foreclosed (any of the foregoing, a “ Compressor Termination Event ”) as of the date of such Compressor Termination Event; provided that as to any Owner Compressor subject to a Compressor Termination Event for which a Substitute Compressor has not been provided in accordance with Section 4.02 of the Contribution Agreement, the Manager shall continue to have the duty, to the extent any of the following amounts are actually received by the Manager, to deposit into the Trust Account all Casualty Proceeds or other amounts received with respect to such Obsolete Compressor or the Owner Compressor that was subject to such Casualty Loss, at such time as provided for herein or in the Indenture.  The Issuer and the Manager shall notify the other party and the Indenture Trustee promptly after it obtains knowledge of any Compressor Termination Event.

4. OWNERSHIP OF OWNER COMPRESSORS

     4.1 Retention of Title .  The Issuer  or the Lessor, as the case may be, shall at all times retain full legal and equitable title to the Owner Compressors, notwithstanding the management thereof by the Manager hereunder. The Manager shall not make reference to or otherwise deal with or treat the Owner Compressors in any manner except in conformity with this Section 4.1 .

     4.2 Liens .  The Manager will promptly pay or discharge any and all sums claimed by any party which, if unpaid, might become a Lien, charge, security interest or other encumbrance upon or with respect to any Owner Compressor, including any accession thereto, or any part thereof or the interest of the Issuer therein other than Permitted Encumbrances (each a “ Lien Claim ”) and will promptly discharge any Lien Claim which arises; provided, however, that the Manager shall be under no obligation to pay or discharge any Lien Claim so long as it is contesting the validity thereof in good faith, in a reasonable manner and by appropriate legal proceedings, and the nonpayment thereof does not, in the commercially reasonable opinion of

the Manager, adversely affect the title, property or rights of any Entitled Party thereto.  Without limiting the generality of this Section 4.2 , the Manager shall be required to pay or discharge any Lien Claim (1) that results from an act or omission by the Manager with respect to which the Manager would not be entitled to indemnification pursuant to Section 16 hereof (“ Manager Malfeasance ”) or (2) if prior to such payment or discharge, the Manager receives from the Issuer the amount thereof (the “ Owner Lien Claim Amount ”).  If any Lien Claim shall have resulted from Manager Malfeasance and shall have been paid by the Issuer, whether directly or by payment of the Owner Lien Claim Amount to the Manager, then, in either case, the Manager shall promptly reimburse the Issuer, upon presentation of an invoice therefor.

5. DUTIES/RIGHTS OF THE MANAGER

     5.1 Duties of the Manager .  Subject to the terms and provisions hereof, the Manager shall provide the services specified in this Section 5 to, and on behalf of, the Issuer and the Lessor during the Management Term with respect to the Owner Compressors. The parties hereto acknowledge and agree that, if an Owner Compressor is then subject to a User Contract, the User under such User Contract may provide certain of the obligations set forth in Sections 5.6, 5.7, 5.8 and 5.9 hereof to the extent required or permitted under such User Contract.

     5.2 Marketing .

          (a) During the Management Term, the Manager shall provide contract compression services and market, service, maintain and operate all Owner Compressors consistent with the Services Standard.  In addition, for so long as EXLP or an EXLP Affiliate is the Manager, EXLP or such EXLP Affiliate as Manager shall keep the Owner Compressors under User Contracts subject to approximately the same (and not materially lower) utilization rates and contract rates and in the same manner as the Other EXLP Compressors.  In addition, the Manager shall, consistent with the Services Standard, negotiate the terms and conditions of all User Contracts; provided that the terms and conditions of such User Contracts must be consistent with those of User Contracts that utilize the Other EXLP Compressors viewed as a single group (or, if the Manager is not EXLP or an EXLP Affiliate, Compressors or equipment of a type similar to the Owner Compressors that are owned,  managed, maintained, operated or for which contract compression services are provided by such Manager (or by any subcontractor or delegate appointed by the Manager and permitted under Section 2.5(a )) for the Manager’s own account and third parties other than the Issuer and the Lessor) and, in any event, must comply with (i) then generally accepted industry standards, (ii) for so long as the Manager is EXLP or an EXLP Affiliate, the terms of the Contribution Agreement and (iii) the requirements of the Related Documents. 

          (b) In performing its marketing duties pursuant to this Section 5.2 , the Manager shall use its best efforts to comply with the applicable concentration limits set forth in Appendix A to the Indenture in the definitions of Excess 499 H/P Amount, Excess 999 H/P Amount and Excess Customer Concentration Amount.

     5.3 Contract and Administration Obligations .  The Manager shall, consistent with the Services Standard, cause to be performed when due, on behalf of the Issuer (and, if applicable, the Lessor), all of the Issuer’s (or, where applicable, the Lessor’s) performance obligations under the User Contracts and the other Related Documents to which the Issuer is a party; provided,

however, that nothing contained herein shall be construed as creating credit recourse to the Manager for (i) the principal balance of, and accrued interest or Commitment Fees on, the Notes or other amounts owing by either the Issuer or the Lessor under the Related Documents or (ii) indemnification payments otherwise the obligation of the Issuer or the Lessor pursuant to the Related Documents (except to the extent that the Manager would otherwise be liable for such indemnification payment pursuant to the provisions of Section 16 hereof).

     5.4 Billing and Other Information .  During the Management Term, the Manager shall bill, on behalf of the Issuer (and, if applicable, the Lessor), for all contract payments and other sums due to the Issuer with respect to the User Contracts and shall also be responsible for the collection thereof.  Such bills may be prepared in summary format, but shall contain a detailed listing of each User Contract so contracted.

     5.5 Defaults by Users; Contract Amendments and Waiver .

          (a) In the event of any breach or default by a User under a User Contract, the Manager shall, consistent with the Services Standard, take appropriate remedial action, in the name of the Issuer (which action the Lessor hereby agrees shall also bind the Lessor), with respect to such defaulted User Contract including, without limitation, (i) the termination of such User Contract, (ii) the recovery of possession of any or all Owner Compressors subject thereto and (iii) the enforcement of any other rights or remedies of the Issuer under such User Contract, including, without limitation, the right to payment for any contract compression services or payment of other amounts owed by such User under such User Contract. In furtherance of the foregoing, the Manager shall, consistent with the Services Standard, (i) institute and prosecute such legal proceedings in the name of the Issuer or the Lessor as is permitted by Applicable Law in order to accomplish the foregoing, (ii) settle, compromise and/or terminate such proceedings or (iii) reinstate such User Contract; provided that the Manager shall not be required to take any such action if, in the exercise of its reasonable commercial judgment, the Manager would not take such action if such User Contract were with an EXLP Affiliate other than the Issuer or the Lessor (or, if the Manager is not EXLP or an EXLP Affiliate, Compressors or equipment of a type similar to the Compressors that are owned,  managed, maintained, operated or for which contract compression services are provided by such Manager (or by any subcontractor or delegate appointed by Manager and permitted under Section 2.5(a ) ) for Manager’s own account and third parties other than the Issuer and the Lessor).  All out-of-pocket expenses incurred by the Manager in performing its obligations pursuant to the provisions of this Section 5.5 , after reduction of such amounts for enforcement costs actually received by the Manager pursuant to the terms of the related User Contracts, shall be a Reimbursable Expense.  The Issuer reserves the right to take, upon written notice to the Manager, in its sole discretion, any or all of the actions described in this Section 5.5 directly in its own name and on its own behalf.  In such an event the Manager, at the Issuer’s expense, shall cooperate with the Issuer (or its designee or assignee) and provide the Issuer (or its designee or assignee) with such assistance as the Issuer may reasonably request.

          (b) In performing its obligations hereunder, the Manager may, acting in the name of the Issuer or the Lessor and without the necessity of obtaining the prior consent of the Issuer, the Lessor or any other Entitled Party, grant consents or enter into and grant modifications, waivers and amendments to the terms of any User Contract except for consents,

modifications, waivers or amendments that (x) are inconsistent with the Services Standard or (y) contravene (or permit the contravention of) any provision of the Indenture.

     5.6 Maintenance; Manager’s Expenses .

          (a) The Manager shall, consistent with the Services Standard, cause the Owner Compressors to be maintained in good operating order and condition. The standard for such maintenance shall be the highest of the following:  (i) any standard required or set forth for the Owner Compressors by Applicable Law, (ii) the Services Standard, (iii) with respect to the Owner Compressors utilized to provide contract compression services, any standard set forth in the related User Contract, and (iv) with respect to the Owner Compressors leased to a User, any standard set forth in the related User Contract.  All amounts expended by the Manager for maintenance (other than maintenance, modifications, repackagings and overhauls made in compliance with Section 5.6(b) hereof) of the Owner Compressors, after reduction of such amounts for maintenance payments actually received by the Manager pursuant to the terms of any related User Contract, shall be an expense of the Manager and not subject to reimbursement by the Issuer except as part of the Operations Fee.

(b) (i) The Manager shall conduct, or cause to be conducted, overhauls of the Owner Compressors at such intervals and in such detail as it conducts overhauls of the Other EXLP Compressors (or, if the Manager is not EXLP or an EXLP Affiliate, Compressors or equipment of a type similar to the Compressors that are owned,  managed, maintained, operated or for which contract compression services are provided by such Manager (or by any subcontractor or delegate appointed by Manager and permitted under Section 2.5(a ) ) for Manager’s own account and for the account of third parties other than the Issuer and the Lessor).

     (ii) Maintenance, modifying, repackaging and/or overhauls of the Owner Compressors that are capitalized in accordance with GAAP may be performed by the Manager or third parties as reasonably determined by the Manager. For such maintenance, modifying, repackaging and/or overhauls of the Owner Compressors, the Issuer will pay the Overhaul Fee.

     5.7 Insurance .

          (a) The Manager will cause to be carried and maintained, at its sole expense (unless insured in a manner consistent with this paragraph by Users), with respect to all Owner Compressors at all times during the Management Term thereof and for the geographic area in which any Owner Compressor is at any time located (i) physical damage insurance insuring against risks of physical loss or damage to the Owner Compressors (“ Property Insurance ”) with an aggregate annual loss limit of  not less than $20,000,000 per occurrence (except for certain perils which have sub-limits in the amounts set forth on Schedule 5.7(a) attached hereof), and (ii) liability insurance against liability for bodily injury, death and property damage resulting from the use and operation of the Owner Compressors (“ Liability Insurance ”) with an aggregate loss limit of not less than $20,000,000 per occurrence (except for certain perils which have sub-limits in the amounts set forth on Schedule 5.7(a) hereof) and in each case shall be on terms consistent with current practices; provided, however, that if by reason of a force majeure

event or other event outside of the control of the Manager, one or more of the terms of such insurance as required hereby are not available in the commercial insurance markets on commercially reasonable terms, the Manager shall nevertheless be deemed to have complied with this Section 5.7 if the Manager obtains such insurance on commercially reasonable terms then available to the Manager with such premiums, deductibles and policy limits that are consistent with industry standards which are reasonably satisfactory to each Series Enhancer.  Property Insurance and Liability Insurance shall be subject to deductibles that are consistent with industry standards. The policies of insurance required under this Section 5.7(a) shall be valid and enforceable policies issued by insurers having an A.M. Best Company general policyholder rating of “ A- ” and a financial rating of “ IX ” or in each case better or otherwise acceptable to each Series Enhancer and shall provide coverage with respect to incidents occurring anywhere in the United States.

          (b) Such Property Insurance policy or policies will name the Issuer and the Indenture Trustee, individually and on behalf of the Entitled Parties, as the loss payees, as their respective interest may appear, with the Lessor for purposes of this sentence agreeing that any insurable interest it has in the Owner Compressors is subject to administration and management by the Issuer and the Indenture Trustee.  Such Liability Insurance policy or policies will name the Issuer, the Lessor and the Indenture Trustee, individually and on behalf of the Entitled Parties, as additional insureds (each an “ Additional Insured ”).  Each such policy shall provide that (i) the insurers waive any claim for premiums and any right of subrogation or setoff against the Additional Insureds, (ii) it may not be invalidated against any Additional Insured by reason of any violation of a condition or breach of warranty of the policies or the application therefor by the Manager or the Issuer, (iii) it may be canceled by the insurer only after no less than ten (10) days’ prior written notice from the Manager’s insurance broker to the Indenture Trustee and each Series Enhancer, and (iv) the insurer will give written notice to the Indenture Trustee and each Series Enhancer in the event of nonpayment of premium by the Manager when due.

          (c) On the Closing Date, and thereafter within five (5) days of the expiration date of any expiring policies required under this Section 5.7 , the Manager shall furnish the Indenture Trustee and each Series Enhancer with certificates of the insurance or replacement insurance coverage required by this Section 5.7 .

          (d) To the extent not sold or transferred pursuant to Section 645 of the Indenture, any deductibles or losses that are not covered by either the Property Insurance or Liability Insurance shall be paid by, and for the account of, the Manager.  The Manager agrees to promptly, but in any event within three (3) Business Days after receipt of proceeds of such loss, deposit such amounts into the Trust Account or the Purchase Account, as applicable, in accordance with Section 302(b) of the Indenture for distribution in accordance with Section 302 of the Indenture.

          (e) Any Casualty Loss, to the extent recovery is not received from a User, insurance coverage or other external source, shall be borne by the Manager, without reimbursement by the Issuer, to the extent such Casualty Loss is included in the Operations Fee Rate.

     5.8 Taxes .  The Manager shall assist each of the Issuer and the Lessor in causing to be paid when due, all local, state, federal and foreign Taxes, license fees, assessments, charges,

fines, interest and penalties owed by or assessed against the Issuer or the Lessor (all such Taxes, license fees, assessments, charges, fines, interest and penalties owed by or assessed against the Issuer or the Lessor being hereinafter collectively called “ Impositions ”).  The Manager will also pay, on behalf of the Issuer and/or the Lessor, as appropriate, (or, if the Manager is not EXLP or an EXLP Affiliate, such payments will be paid to the Manager as a Reimbursable Expense) all Impositions that might in any way affect the title of the Issuer or the Lessor, as the case may be, or result in a Lien upon any Owner Compressors or result in a Material Adverse Change, in each case, before the same shall become delinquent; provided, however, that the Manager shall not be required to pay any Imposition of any kind so long as (i) the Manager is contesting such Imposition in good faith and by appropriate legal proceedings, on behalf of the Issuer and/or the Lessor, as appropriate; and (ii) the nonpayment of such Imposition during such contest shall not, in the reasonable opinion of the Manager, adversely affect the title, property or rights of the Issuer or the Lessor. In the event any reports or returns with respect to Impositions are required to be filed, the Manager will prepare and file such reports or returns, or cause such reports or returns to be prepared and filed, in such manner as to show the interests of the Issuer or the Lessor, as the case may be, in the Owner Compressors, where required by the state or other taxing authority.

     5.9 Compliance with Law .  The Manager, at the expense of the Issuer, shall, consistent with the Services Standard, cause the Owner Compressors to comply, and each User Contract entered into or renewed after the date hereof shall require the User thereunder to comply, in all material respects with all requirements under the relevant insurance policies and with Applicable Law (subject to Section 604 of the Indenture), including to the extent applicable to the Manager and its undertakings hereunder, all laws, rules and regulations promulgated, imposed or monitored by OFAC, and Section 604 of the Indenture.   In the event that such Applicable Law requires any alteration of an Owner Compressor, or in the event that any equipment or appliance of an Owner Compressor shall be required to be changed or replaced, or in the event that any additional or other equipment or appliance is required to be installed on an Owner Compressor in order to materially comply with such Applicable Law, the Manager, at the expense of the Issuer paid in accordance with Section 5.6 as applicable, shall make such alteration, change, replacement or addition (a “ Mandatory Alteration ”); provided, however, that the Manager, in good faith, shall contest the validity or application of any such Applicable Law which it would have contested if the affected Owner Compressor had been an Other EXLP Compressor (or, if the Manager is not EXLP or an EXLP Affiliate, Compressors or equipment of a type similar to the Compressors that are owned,  managed, maintained, operated or for which contract compression services are provided by such Manager (or by any subcontractor or delegate appointed by the Manager and permitted under Section 2.5(a )) for the Manager’s own account and third parties other than the Issuer and the Lessor), in any reasonable manner which does not, in the opinion of the Manager, adversely affect the title, property or rights of the Issuer or the Lessor.

     5.10 Records and Information .  The Manager shall, consistent with the Services Standard, maintain separate, complete and accurate records relating to the Owner Compressors and all matters covered by this Agreement in the same form and to the same extent as the Manager customarily maintains records in respect of the Other EXLP Compressors (or, if the Manager is not EXLP or an EXLP Affiliate, Compressors or equipment of a type similar to the Compressors that are owned,  managed, maintained, operated or for which contract compression services are provided by the Manager (or by any subcontractor or delegate appointed by the

Manager and permitted under Section 2.5(a ) ) for the Manager’s own account and third parties other than the Issuer and the Lessor).  The Manager shall promptly, upon request of  the Issuer or any Series Enhancer, deliver to the Issuer, such Series Enhancer or any designee of any of the foregoing such records. Upon request, the Manager shall promptly supply the Issuer with all information necessary for the Issuer to prepare all reports required of the Issuer under the Related Documents.

     5.11 User Contract .  The Manager shall store at its offices at 16666 Northchase Drive, Houston, Texas 77060, or at the offices of any of its Affiliates, an electronic copy of all manually executed User Contracts and related Contract Files and shall destroy in accordance with its standard practice the originally executed counterparts of each User Contract. The Manager will maintain the electronic copy of all manually executed User Contracts in a secure data storage facility, with restrictions on authority for signatures, document modification and access codes. The Manager shall provide the Issuer, the Indenture Trustee and the Noteholders thirty (30) days prior written notice of a change in the location of the Manager’s offices, which shall include the relocation address.  The Manager shall electronically mark (or include in a conspicuous manner on the User Contract) in a conspicuous manner each User Contract acquired by, or entered into by, the Issuer (or by the Manager on the Issuer’s behalf) after the Closing Date to indicate that such User Contract has been pledged or may be pledged to one or more financial institutions or their representative and that a sale or other disposition of such User Contract may violate rights of such pledgee.

     5.12 Other Services .  The Manager shall be responsible for the provision of such other services incidental to the foregoing as may from time to time be required under the User Contracts and other Related Documents or may be reasonably necessary in connection with the Domestic Contract Compression Business of the Issuer.

     5.13 Mutual Maintenance and Servicing .  So long as the Manager is EXLP or an EXLP Affiliate, the Manager, the Issuer and the Lessor agree that in order for the Manager to provide mutually beneficial maintenance and servicing of the Owner Compressors in the same manner as it maintains and provides for the Other EXLP Compressors, the Manager is permitted to use parts, engines, inventory or supplies from (x) Other EXLP Compressors to service and maintain the Owner Compressors and the Other EXLP Compressors, and (y) Owner Compressors to service and maintain the Owner Compressors and the Other EXLP Compressors, in all instances in accordance with Sections 2.2 and 2.3 hereof and in the normal and customary business practices of the Manager; provided however, in the event any Owner Compressor is utilized for parts in accordance with the foregoing mutual maintenance and servicing provisions, such Owner Compressor, to the extent not repaired, replaced or rebuilt within 90 days after the date on which such parts or engines were utilized, will become an Ineligible Compressor. The Manager will have the option to replace such Ineligible Compressor with another Compressor of equal or greater value (based on and subject to the criteria set forth in Section 4.02 of the Contribution Agreement) as the Ineligible Compressor within 90 days after the date on which such parts or engines were utilized.  To the extent the Compressor added in replacement of any such Ineligible Compressor exceeds the value of such Ineligible Compressor, an appropriate adjustment to approximate such excess value shall be made for the benefit of the Manager to the Operations Fee or the Overhaul Fee.  The Issuer and the Manager acknowledge and agree that each party derives independent and mutual benefit from this maintenance and servicing arrangement set forth in this Section 5.13 .

     5.14 Purchase Account .  Subject to the conditions, covenants and agreements set forth in Section 313 of the Indenture, the Manager, the Issuer and the Lessor agree that the Manager shall (a) remit, or shall cause to be remitted, any and all Compressor Reinvestment Sales Proceeds to the Purchase Account, (b) use, or shall cause the use of, all or any portion of the Compressor Reinvestment Sales Proceeds on deposit in the Purchase Account to purchase Additional Compressors, and (c) direct, or shall cause the direction of, the Indenture Trustee to liquidate as necessary any and all Eligible Investments credited to the Purchase Account and to transfer from the Purchase Account to the Trust Account, (i) in accordance with, and at the times required by, Section 313(c) of the Indenture, any unused portion of such Compressor Reinvestment Sales Proceeds and (ii) in accordance with, and at the times required by, Section 313(d) of the Indenture, all funds in the Purchase Account.

     5.15 Consent and Agreement by Lessor . The Lessor hereby consents to (i) the execution, enforcement, and amendment of, and other actions under, all such User Contracts by the Manager and by the Issuer as provided herein and (ii) the taking of all actions by the Manager under and pursuant to the provisions of this Article 5 . The Lessor agrees that any other undertakings by the Manager under and pursuant to this Article 5 , to the extent that they bind or affect any Owner Compressor, shall bind and limit the interest of the Lessor therein. The provisions of this Section 5.15 evidence a fully effective consent and agreement and do not require the performance by the Lessor of any further act to be fully effective and binding.

6. AUTHORITY AND CONSENTS.

     6.1 The Issuer and the Lessor .  The Issuer and the Lessor confer on the Manager all such authorities and grant all such consents as may be necessary for the Manager’s performance of its duties under this Agreement and for the performance of Manager’s duties under this Agreement by any subcontractors or delegates permitted under Section 2.5(a) , and will, at the request of the Manager, confirm any such authorities and consents to any third parties, execute such other documents and do such other things as the Manager may reasonably request for the purpose of giving full effect to this Agreement and enabling the Manager to carry out its duties hereunder.

     6.2 Manager Default .  After the occurrence and during the continuance of a Manager Default, the Manager irrevocably, and by way of security to the Issuer and the Lessor for the obligations of the Manager herein, appoints the Issuer or the Issuer’s designee (which shall be the Indenture Trustee so long as any Outstanding Obligations remain unpaid) to be its attorney-in-fact with full power of substitution on behalf of the Manager and in its name or otherwise to execute any documents contemplated by this Agreement and any Related Document, and to give any notice and to do any act or thing which the Manager is obliged to execute or do under this Agreement and any Related Document.  The Manager hereby confirms and agrees to ratify and confirm whatever any such attorney shall do or propose to do in the exercise or purported exercise of all or any of the powers, authorities and discretion referred to in this paragraph.

7. ACCOUNTS AND PAYMENTS

     7.1 Lockbox Accounts .

          (a) On or prior to the Closing Date, the Lockbox Accounts shall have been established and shall be under the exclusive control of the Intercreditor Collateral Agent, and the Manager shall, or shall cause, all Collections related to its Domestic Contract Compression Business to be deposited in one of the Lockbox Accounts, in each case, in accordance with the terms of the Intercreditor Agreement. So long as the Manager is EXLP or an EXLP Affiliate, the Manager shall comply with its obligations and duties under the Intercreditor Agreement. Immediately after the completion of the daily allocation of funds in the Lockbox Accounts, all Collections allocable to the Securitization Collateral will be transferred to the Trust Account. Upon the occurrence of an Event of Default or a Manager Default, the disbursement of the Collections in the Lockbox Accounts shall be made in accordance with the terms of the Intercreditor Agreement.

          (b) During the continuation of a Trigger Event, the Manager shall, on a weekly basis, provide to the Issuer, each Series Enhancer and the Indenture Trustee a copy of each daily cash reconciliation prepared during the preceding week.  At any time during the continuation of a Trigger Event, each of the Issuer, each Series Enhancer and the Indenture Trustee and their respective accountants and attorneys shall be entitled, at the expense of the Manager, to visit the Manager’s office and conduct a review of all backup documentation supporting the daily cash allocation report.

          (c) Upon an Event of Default or a Manager Default and the continuation of such event, as the case may be, the Back-up Manager and the Requisite Global Majority (or their designees), are each hereby authorized and empowered, as the Issuer’s and the Lessor’s attorney-in-fact, to endorse any User Contract compression payments deposited in a Lockbox Account or presented for deposit in any Lockbox Account requiring the endorsement of the Issuer or the Lessor, which authorization is coupled with an interest.

     7.2 Deposits to the Lockbox Account .  If the Manager shall receive any Collections with respect to any User Contract directly, the Manager shall deposit such funds into the Lockbox Account within three (3) Business Days of the receipt thereof. The obligation of the Manager to make such deposit shall constitute a full recourse obligation of the Manager (for which the Manager shall not be entitled to receive indemnification from the Issuer or the Lessor).

     7.3 Withdrawal from Trust Account .  The Manager shall be entitled to submit a written request (which may be given by e-mail) for withdrawals to the Indenture Trustee 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, (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; and (iii) an estimate of the Incentive Management Fee 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, Overhaul Fee, and Incentive Management Fee,

such interim distributions shall be made on not more than one occasion in each calendar month and 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) no Asset Base Deficiency is then existing or would result from such payments; provided further , that if a Trigger Event shall occur following any such interim distributions but prior to or on the next succeeding Payment Date, the Manager shall immediately remit to the Trust Account all such interim distributions.

          In addition, the Manager shall be entitled to request on not more than one occasion in each calendar month withdrawals from the Trust Account on a Business Day other than a Payment Date in an amount equal to, 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 and Estimated Excess Cash Flow due for the immediately succeeding Payment Date; provided, however , that all of the following conditions precedent must be satisfied on each such interim distribution date: (i) no Prospective Trigger Event or Trigger Event shall have occurred and then 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), (iii) no Asset Base Deficiency is then existing or would result from such payments, and (iv) after giving effect to such proposed withdrawal and any withdrawal that has been or will be made pursuant to the immediately preceding paragraph, the remaining Available Distribution Amount for the immediately succeeding Payment Date then on deposit in the Trust Account shall be not less than one hundred fifty percent (150%) of the remaining amounts to be distributed under clauses (1)-(19) of Section 302(d) of the Indenture on the immediately succeeding Payment Date, as reduced by any amounts distributed during the related Collection Period pursuant to Section 302(c) of the Indenture; provided further , that if a Trigger Event shall occur following any such interim distributions but prior to or on the next succeeding Payment Date, the Manager shall immediately remit to the Trust Account (i) all such interim distributions and (ii) all payments of, and reimbursement for, Impositions paid or received by the Manager since the immediately preceding Payment Date.

          The Indenture Trustee is under no obligation to verify that the requirements of Section 302(c) of the Indenture have been met before funding such withdrawal to the Manager.

     7.4 No Set-Off, Counterclaim, etc .  The Manager’s obligations under this Agreement and the other Related Documents to make deposits to the Lockbox Account shall be absolute and unconditional and all payments thereof shall be made free and clear of and without any deduction for or on account of any set-off (except to the extent expressly set forth herein) or counterclaim or any circumstance, recoupment, defense or other right which the Manager may have against the Issuer or any other Person for any reason whatsoever (whether in connection with the transactions contemplated hereby or any other transactions), including, without limitation, (i) any defect in title, condition, design or fitness for use of, or any damage to or loss or destruction of, any Compressor, (ii) any insolvency, bankruptcy, moratorium, reorganization or similar proceeding by or against the Manager or any other Person, or (iii) any other circumstance, happening or event whatsoever, whether or not unforeseen or similar to any of the foregoing.

     7.5 Manner of Payment .  All payments required to be made by the Manager hereunder shall be made in US Dollars by wire transfer of immediately available funds prior to 3:00 p.m., New York time, on the date of payment.

8. MANAGER ADVANCES

     8.1 Manager Advances .

          (a) On each Determination Date, the Manager may (in its sole discretion) advance funds (each, a “ Manager Advance ”) and remit to the Trust Account, in such manner as will ensure immediately available funds will be on account thereof by 11:00 a.m. New York time on the Business Day prior to the Payment Date, an amount equal to all or any portion of contract payments (other than uncollectible amounts) (i) due on User Contracts during the preceding Collection Period for which the related Users have not remitted such payment on or prior to such Determination Date and (ii) for which the Manager in good faith and in its commercially reasonable judgment expects to collect promptly. Except for the first three (3) Payment Dates following the Closing Date and following any subsequent date on which the commitment under the 2009 ABS facility is increased, the aggregate amount of all such Manager Advances outstanding (i.e., not yet reimbursed under Section 8.1(b) below) at any point in time may not exceed an amount equal to the product of (x) ten percent (10%) and (y) the Aggregate Note Principal Balance on the immediately preceding Payment Date (after giving effect to payments made on such date).  The Manager will not make a Manager Advance with respect to (i) any defaulted User Contract or (ii) any User Contract if the Manager, in its reasonable good faith judgment, believes that such Manager Advance would not be recoverable from a corresponding remittance from the User on the related User Contract.

          (b) The Manager shall be reimbursed for Manager Advances on each Payment Date pursuant to Section 302(d) or 302(e), as applicable, of the Indenture.

9. COVENANT