Common use of Operations Fee Clause in Contracts

Operations Fee. A. The operations fee (the "UCI Operations Fee") for each calendar month (or any portion thereof) shall be equal to the sum for each Owner Compressor leased for any portion of such calendar month of the product of (i) the Operations Fee Rate per horsepower applicable to such Owner Compressors, (ii) the total horsepower for such Compressor and (iii) a fraction the numerator of which is the number of days in each month that such Owner Compressor was on lease and the denominator of which is 30. The Operations Fee for a successor Manager is set forth in the definition thereof, subject to the adjustments and limitations contained therein and herein. B. The Operations Fee Rate shall be recomputed by UCI and automatically adjusted on June 30th of each year prior to a Trigger Event, to reflect the actual operating costs incurred by the Manager to manage the UCI Compressor during the fiscal year ending on March 31st. Any such adjustment shall be accompanied by a certification by the Manager that any increase in the Operations Fee Rate reflects increases in costs which are also being incurred in respect of all of the UCI Compressors. The reasonableness of the amount of such cost increase will, at the request of any Entitled Party, be verified by a third party consultant selected by the Control Party and reasonably satisfactory to the Manager. Increases in the Operations Fee in excess of the levels permitted in the definition of the Operations Fee shall be payable at a subordinated level in accordance with Section 7.2(b) of the Head Lessee Security Agreement. In addition to the adjustment set forth above, the Monthly Operations Fee Rate may be adjusted with the prior consent of the Manager, each Owner, the Deal Agent and the Series Enhancer to reflect material non-recurring costs incurred in any year. C. The Operations Fee, as adjusted from time to time under Section 11.3(b), is intended to include all direct operating costs and expenses relating to the performance of the Manager's services, duties and obligations under this Agreement but shall not include (x) the costs and expenses of the Manager that are incurred in connection with the Reimbursable Services or (y) costs and expenses of the Manager in connection with its reimbursement, payment or indemnification obligations owing to any MA Indemnified Party.

Operations Fee. A. (a) The operations fee (the "“UCI Operations Fee"”) for each calendar month (or any portion thereof) shall be equal to the sum for each Owner Compressor leased for which contract compression services are provided for any portion of such calendar month of the product of (i) the Operations Fee Rate per horsepower applicable to such Owner Compressors, (ii) the total horsepower for such Owner Compressor and (iii) a fraction the numerator of which is the number of days in each month that such Owner Compressor was on lease under contract and the denominator of which is 30. The Operations Fee for a successor Manager is set forth in the definition thereof, subject to the adjustments and limitations contained therein and hereinherein (the “Monthly Operations Fee Rate”). B. (b) The Operations Fee Rate shall may be recomputed by UCI and automatically adjusted on June 30th of each year year, prior to a Trigger Event, on the last day of the quarter following the Manager’s fiscal year end, to reflect the actual operating costs incurred by the Manager to manage the UCI Compressor Compressors during the such fiscal year ending on March 31stthen ended. Any such adjustment shall be accompanied by a certification by the Manager that any increase in the Operations Fee Rate reflects increases in costs which are also being incurred in respect of all of the UCI Compressors. The reasonableness of the amount of such cost increase will, at the request of any Entitled Party, be verified by a third party consultant selected by the Control Party Requisite Global Majority and reasonably satisfactory to the Manager. Increases in the Operations Fee in excess of the levels permitted in the definition of the Operations Fee shall be payable at a subordinated level in accordance with Section 7.2(bSections 302(d) and (e) of the Head Lessee Security AgreementIndenture. In addition to the adjustment set forth above, the Monthly Operations Fee Rate may be adjusted with the prior consent of the Manager, each Ownerthe Issuer, the Deal Agent and the Series Enhancer Requisite Global Majority to reflect material non-recurring costs incurred in any year. C. (c) The Operations Fee, as adjusted from time to time under Section 11.3(b), is intended to include all direct operating costs and expenses relating to the performance of the Manager's ’s services, duties and obligations under this Agreement but shall not include (x) the costs and expenses of the Manager that are incurred in connection with the Reimbursable Services or (y) costs and expenses of the Manager in connection with its reimbursement, payment or indemnification obligations owing to any MA Indemnified Party.

Operations Fee. A. (a) The operations fee (the "UCI Operations Fee") for each calendar month (or any portion thereof) shall be equal to the sum for each Owner Compressor leased for any portion of such calendar month of the product of (i) the Operations Fee Rate per horsepower applicable to such Owner Compressors, Compressors (ii) the total horsepower for such Compressor and (iii) a fraction the numerator of which is the number of days in each month that such Owner Compressor was on lease and the denominator of which is 30. The Operations Fee for a successor Manager is set forth in the definition thereof, subject to the adjustments and limitations contained therein and herein. B. The (b) So long as no Trigger Event is then continuing, the Operations Fee Rate shall be recomputed by UCI and automatically adjusted on June 30th of each year prior to a Trigger Event, the Annual Appraisal Date to reflect the actual operating costs incurred by the Manager to manage the UCI Managed Compressor during the fiscal calendar year ending on March 31stthen ended. Any such adjustment shall be accompanied by a certification by the Manager that any increase in the Operations Fee Rate reflects increases in costs which are also being incurred in respect of all of the UCI CompressorsCompressors and such costs are being similarly charged to others whose compressors are being managed by Manager under agreements pursuant to which the Manager provides substantially similar services utilizing substantially similar payment terms. The reasonableness of the amount of such cost increase will, at the request of any Entitled Party, be verified by a third party consultant selected by the Control Party Requisite Global Majority and reasonably satisfactory to the Manager. Increases in the Operations Fee in excess of the levels permitted in the definition of the Operations Fee shall be payable at a subordinated level in accordance with Section 7.2(b) of the Head Lessee Security Agreement. In addition to the adjustment set forth above, the Monthly Operations S&A Fee Rate may be adjusted with the prior consent of the Manager, each Owner, the Owner and the Deal Agent and the Series Enhancer to reflect material non-recurring costs incurred in any year. C. (c) The UCI Operations Fee, as adjusted from time to time under Section 11.3(b), is intended to include all direct operating costs and expenses relating to the performance of the Manager's services, duties and obligations under this Agreement but shall not include (x) the costs and expenses of the Manager that which are incurred in connection with the Reimbursable Services or (y) costs and expenses of the Manager in connection with its reimbursement, payment or indemnification obligations owing to any MA Indemnified PartyServices.