ANY OTHER WEST GROUP MEMBER; PROVIDED THAT SUCH SALE, TRANSFER OR
DISPOSITION MAY BE MADE ONLY TO WEST OR ANY WEST SUBSIDIARY IF SUCH SALE,
TRANSFER OR OTHER DISPOSITION, IN THE DETERMINATION BY A SPECIAL MAJORITY OF THE
CONTROLLING TRUSTEES, WOULD NOT MATERIALLY ADVERSELY AFFECT THE HOLDERS; AND,
PROVIDED, FURTHER, THAT WRITTEN NOTIFICATION SHALL HAVE BEEN GIVEN TO EACH
RATING AGENCY OF SUCH SALE, TRANSFER OR DISPOSITION;
(III)
AN ENGINE DISPOSITION PURSUANT TO RECEIPT OF
INSURANCE PROCEEDS IN CONNECTION WITH THE TOTAL LOSS OF AN ENGINE; OR
(IV)
AN ENGINE DISPOSITION IN THE ORDINARY COURSE
OF BUSINESS (OTHER THAN AN ENGINE DISPOSITION AS A RESULT OF A TOTAL LOSS) SO
LONG AS (A) SUCH SALE, TRANSFER OR DISPOSITION DOES NOT RESULT IN A
CONCENTRATION VIOLATION (TAKING INTO ACCOUNT THE CONCENTRATION VARIANCE LIMITS),
A SENIOR BORROWING BASE DEFICIENCY, A JUNIOR BORROWING BASE DEFICIENCY OR A
MAXIMUM BORROWING BASE DEFICIENCY, (B) THE NET SALE PROCEEDS TO BE RECEIVED BY
WEST AND ITS SUBSIDIARIES FROM SUCH ENGINE DISPOSITION ARE DEPOSITED, AT THE
ELECTION OF THE CONTROLLING TRUSTEES, INTO (X) A QUALIFIED ESCROW ACCOUNT
MAINTAINED BY A QUALIFIED INTERMEDIARY, OR (Y) THE ENGINE REPLACEMENT ACCOUNT,
OR (Z) THE COLLECTIONS ACCOUNT, (C) THE SUM OF THE ADJUSTED BORROWING VALUES OF
ALL ENGINES SOLD BY WEST AND WEST SUBSIDIARIES, INCLUDING SALES OF ENGINES IN
CONNECTION WITH A REPLACEMENT EXCHANGE BUT EXCLUDING ANY ENGINE DISPOSITION
(WHETHER OR NOT IN CONNECTION WITH A REPLACEMENT EXCHANGE) RESULTING FROM A
TOTAL LOSS OR ANY ENGINE DISPOSITION WITH RESPECT TO A JT8D-200 ENGINE, IN ANY
TWELVE (12) MONTH PERIOD DOES NOT EXCEED *** OF THE AVERAGE AGGREGATE ADJUSTED
BORROWING VALUE DURING THE TWELVE (12) MONTH PERIOD ENDING ON THE DATE OF SUCH
ENGINE DISPOSITION, AND (D) SUCH SALE, TRANSFER OR DISPOSITION HAS BEEN APPROVED
BY A SPECIAL MAJORITY OF THE CONTROLLING TRUSTEES.
(B)
ENGINE ACQUISITIONS.
WEST WILL NOT, AND
WILL CAUSE EACH WEST GROUP MEMBER NOT TO, PURCHASE OR OTHERWISE ACQUIRE AN
ENGINE (OR AN INTEREST THEREIN) OTHER THAN THE INITIAL ENGINES OR ANY INTEREST
THEREIN, EXCEPT THAT, SUBJECT TO THE APPROVAL OF A SPECIAL MAJORITY OF THE
CONTROLLING TRUSTEES, WEST AND ANY WEST GROUP MEMBER WILL BE PERMITTED TO:
(I) PURCHASE OR OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY, ADDITIONAL ENGINES IN
CONNECTION WITH ANY REPLACEMENT EXCHANGE, (II) ACQUIRE ONE OR MORE ADDITIONAL
ENGINES PURSUANT TO A CAPITAL CONTRIBUTION FROM THE BENEFICIAL OWNER PERMITTED
BY SECTION 5.02(I)(II), (III)
PURCHASE OR OTHERWISE ACQUIRE, DIRECTLY OR
INDIRECTLY, ADDITIONAL ENGINES WITH THE PROCEEDS OF THE ISSUANCE OF ADDITIONAL
NOTES, ADDITIONAL CERTIFICATES, OR ADVANCES MADE UNDER THE WAREHOUSE SERIES FROM
TIME TO TIME, (IV) PURCHASE OR OTHERWISE ACQUIRE ADDITIONAL ENGINES WITH ENGINE
RESERVE EXCESS AMOUNTS DEPOSITED IN THE ENGINE ACQUISITION ACCOUNT OR (V) ANY
COMBINATION OF THE TRANSACTIONS DESCRIBED IN CLAUSES (II), (III) AND (IV), SO
LONG AS THE FOLLOWING REQUIREMENTS ARE SATISFIED:
(I)
NO EVENT OF DEFAULT, EARLY AMORTIZATION
EVENT, SENIOR BORROWING BASE DEFICIENCY, JUNIOR BORROWING BASE DEFICIENCY OR
MAXIMUM BORROWING BASE DEFICIENCY SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD
RESULT THEREFROM;
***