be used by the Servicer, in lieu of the Pro Forma Lease on behalf of WEST or
any other WEST Group Member as a starting point in the negotiation of such
Future Lease with Persons who are not a WEST Group Member or any of their
respective Affiliates. The terms of the Pro Forma Lease may be revised from time
to time by the Servicer or Back-Up Servicer, provided that any such revisions
shall be consistent with the Core Lease Provisions.
(III)
WEST MAY ENTER INTO, AND PERMIT ANY OTHER WEST GROUP MEMBER TO
ENTER INTO, ANY FUTURE LEASE FOR WHICH LEASE PAYMENTS ARE DENOMINATED IN A
CURRENCY OTHER THAN DOLLARS, PROVIDED THAT, IF THE AGGREGATE ADJUSTED BORROWING
VALUE OF ENGINES ON LEASES WITH ANY SUCH CURRENCY IS IN EXCESS OF FIVE PERCENT
(5%) OF THE AGGREGATE ADJUSTED BORROWING VALUE, WEST SHALL ENTER INTO
APPROPRIATE CURRENCY HEDGE AGREEMENTS.
(IV)
WEST MAY NOT ENTER INTO, AND WILL NOT PERMIT ANY OTHER WEST GROUP
MEMBER TO ENTER INTO, ANY FUTURE LEASE WITH ANY PERSON THAT IS NOT A WEST GROUP
MEMBER OR ANY OF THEIR AFFILIATES, UNLESS, UPON ENTERING INTO SUCH FUTURE LEASE
(OR WITHIN A COMMERCIALLY REASONABLE PERIOD THEREAFTER), THE CONTROLLING
TRUSTEES OBTAIN SUCH LEGAL OPINIONS, IF ANY, WITH REGARD TO ENFORCEABILITY OF
THE FUTURE LEASE AND SUCH OTHER MATTERS CUSTOMARY FOR SUCH TRANSACTIONS TO THE
EXTENT THAT RECEIVING SUCH LEGAL OPINIONS IS CONSISTENT WITH THE REASONABLE
COMMERCIAL PRACTICE OF LEADING INTERNATIONAL AIRCRAFT ENGINE OPERATING LESSORS.
(E)
CONCENTRATION LIMITS; PRI.
SUBJECT TO THE CONCENTRATION VARIANCE
LIMITS, IF APPLICABLE, WEST WILL NOT, AND WILL NOT PERMIT ANY WEST GROUP MEMBER
TO, SELL, PURCHASE, LEASE OR OTHERWISE TAKE ANY ACTION WITH RESPECT TO ANY
ENGINE IF ENTERING INTO SUCH PROPOSED SALE, PURCHASE, LEASE OR OTHER ACTION
WOULD CAUSE THE PORTFOLIO TO EXCEED ANY OF THE CONCENTRATION LIMITS, UNLESS WEST
SHALL HAVE OBTAINED A RATING AGENCY CONFIRMATION WITH RESPECT TO SUCH SALE,
PURCHASE OR LEASE OR OTHER ACTION.
ANY WEST GROUP MEMBER MAY DISPOSE OF AN
ENGINE OR LEASE OR RE-LEASE AN ENGINE THAT RESULTS IN THE PORTFOLIO EXCEEDING
ANY SINGLE CONCENTRATION LIMIT ON LESSEE LOCATIONS BY UP TO TWO PERCENTAGE
POINTS (2%) FOR A PERIOD OF NOT MORE THAN SIX (6) MONTHS AND EXCEEDING ALL SUCH
CONCENTRATION LIMITS BY NOT MORE THAN FOUR PERCENTAGE POINTS (4%) IN THE
AGGREGATE AT ANY ONE TIME (THE "CONCENTRATION VARIANCE LIMITS").
IN ADDITION,
WEST WILL NOT, AND WILL NOT PERMIT ANY WEST GROUP MEMBER TO LEASE OR RE-LEASE
ENGINES TO LESSEES WHO ARE BASED IN, OR HABITUALLY OPERATE OR INTEND TO OPERATE
ENGINES IN A JURISDICTION SET FORTH IN CLAUSE (A) OF THE PRI GUIDELINES UNLESS
WEST OR SUCH WEST GROUP MEMBER OBTAINS ENGINE REPOSSESSION INSURANCE IN RESPECT
OF SUCH JURISDICTION FOR SUCH ENGINES.
(F)
APPRAISAL OF ENGINES.
WEST WILL, AT LEAST ONCE EACH YEAR AND IN
NO EVENT LATER THAN MARCH 31ST OF EACH YEAR (EACH SUCH DATE ON WHICH AN
APPRAISAL IS DELIVERED, AN "APPRAISAL DATE"), COMMENCING IN 2006, DELIVER TO THE
INDENTURE TRUSTEE AND