EFFECTIVE DATE AND MAINTAIN
IN THE NAME OF WEST AN ACCOUNT (THE "SENIOR CASH COLLATERAL ACCOUNT"), TO BE
FUNDED AS PROVIDED IN SECTION 3.20(F).
(G)
CHANGE OF ACCOUNT NAME.
UNDER THE ORIGINAL INDENTURE, THE
SECURITY DEPOSIT ACCOUNT WAS ESTABLISHED BY THE ADMINISTRATIVE AGENT PURSUANT TO
SECTION 3.01(A) OF THE ORIGINAL INDENTURE. THE NAME OF THE SECURITY DEPOSIT
ACCOUNT IS HEREBY CHANGED, EFFECTIVE AS OF THE EFFECTIVE DATE, TO THE "SECURITY
DEPOSIT/LESSEE FUNDED ACCOUNT," TO BE FUNDED AND MAINTAINED AS PROVIDED IN
SECTION 3.07.
Section 3.02
Collections Account.
(A)
THE SERVICER WILL DIRECT ALL LESSEES TO REMIT DIRECTLY TO THE
COLLECTIONS ACCOUNT ALL LEASE PAYMENTS OWING, FROM TIME TO TIME, PURSUANT TO THE
TERMS OF EACH LEASE.
ADDITIONAL FUNDS MAY BE DEPOSITED INTO THE COLLECTIONS
ACCOUNT FROM THE SENIOR RESTRICTED CASH ACCOUNT, THE JUNIOR RESTRICTED CASH
ACCOUNT, THE ENGINE RESERVE ACCOUNT, THE SECURITY DEPOSIT/LESSEE-FUNDED ACCOUNT
OR THE ENGINE REPLACEMENT ACCOUNT (OR QUALIFIED ESCROW ACCOUNTS HELD WITH
QUALIFIED INTERMEDIARIES), IN EACH CASE IN ACCORDANCE WITH SECTIONS 3.04, 3.05,
3.06, 3.07 OR 3.11, RESPECTIVELY. WEST ALSO MAY DIRECT THE INDENTURE TRUSTEE TO
DEPOSIT IN THE COLLECTIONS ACCOUNT THE PROCEEDS OF ANY COLLECTIONS LOAN PURSUANT
TO SECTION 3.18.
(B)
AMOUNTS RECEIVED IN THE COLLECTIONS ACCOUNT CONSISTING OF
MAINTENANCE RESERVE PAYMENTS WILL BE TRANSFERRED, ON EACH PAYMENT DATE, DIRECTLY
INTO THE ENGINE RESERVE ACCOUNT, AS PROVIDED IN THE PAYMENT DATE SCHEDULE.
AMOUNTS RECEIVED IN THE COLLECTIONS ACCOUNT CONSISTING OF SECURITY DEPOSITS WILL
BE TRANSFERRED, ON EACH PAYMENT DATE, DIRECTLY INTO THE SECURITY
DEPOSIT/LESSEE-FUNDED ACCOUNT, AS PROVIDED IN THE PAYMENT DATE SCHEDULE.
A
PORTION OF ANY NET SALE PROCEEDS FROM A PERMITTED ENGINE DISPOSITION RECEIVED IN
THE COLLECTIONS ACCOUNT UP TO THE MODIFIED NET SALE PROCEEDS FOR SUCH ENGINE
DISPOSITION MAY BE TRANSFERRED TO THE ENGINE REPLACEMENT ACCOUNT, TO THE EXTENT
THAT WEST ELECTS TO REINVEST ALL OR
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A PORTION OF SUCH MODIFIED NET SALE PROCEEDS IN A REPLACEMENT EXCHANGE IN
ACCORDANCE WITH SECTION 3.11 HEREOF.
ALL OF THE TRANSFERS OF FUNDS DESCRIBED IN
THIS SECTION 3.02(B) WILL BE MADE PRIOR TO THE DISTRIBUTION OF THE AVAILABLE
COLLECTIONS AMOUNT PURSUANT TO SECTION 3.14.
(C)
IF
WEST DETERMINES THAT IT IS NECESSARY OR APPROPRIATE FOR TAX OR
REGULATORY REASONS FOR A LESSEE OF AN ENGINE TO MAKE LEASE PAYMENTS TO AN
ACCOUNT OWNED BY THE LESSOR OF SUCH ENGINE, THE ADMINISTRATIVE AGENT SHALL
ESTABLISH AN ACCOUNT (A "LESSOR ACCOUNT") IN THE NAME OF SUCH LESSOR IN
ACCORDANCE WITH SECTION 3.01 AND WEST SHALL CAUSE SUCH LESSOR (I) TO DIRECT SUCH
LESSEE TO MAKE ALL LEASE PAYMENTS TO SUCH ACCOUNT AND (II) TO TAKE SUCH ACTIONS
AS SHALL BE NECESSARY TO PLEDGE SUCH ACCOUNT TO THE SECURITY TRUSTEE PURSUANT TO
THE SECURITY TRUST AGREEMENT. THEREAFTER, THE ADMINISTRATIVE AGENT SHALL DIRECT
THE OPERATING BANK
AT WHICH SUCH LESSOR ACCOUNT IS MAINTAINED TO TRANSFER ALL
FUNDS DEPOSITED IN SUCH LESSOR ACCOUNT TO THE COLLECTIONS ACCOUNT PROMPTLY AND
IN ANY EVENT NOT LATER THAN THE NEXT SUCCEEDING DETERMINATION DATE AFTER SUCH
FUNDS ARE DEPOSITED.
Section 3.03
Engine Acquisition Account.