TO MAKE A PERIODIC HEDGE PAYMENT ON
EACH PAYMENT DATE.
ANY HEDGE PAYMENTS FROM AN ELIGIBLE HEDGE COUNTERPARTY
(INCLUDING HEDGE TERMINATION PAYMENTS) SHALL BE DEPOSITED BY WEST DIRECTLY INTO
THE COLLECTIONS ACCOUNT, AND ANY HEDGE PAYMENT DUE FROM WEST (INCLUDING HEDGE
TERMINATION PAYMENTS) WILL BE MADE TO THE EXTENT OF THE AVAILABLE COLLECTIONS
AMOUNT AS PROVIDED IN SECTION 3.14.
(II)
WEST WILL MAINTAIN, DIRECTLY OR THROUGH
ONE OR MORE WEST GROUP MEMBERS, CURRENCY HEDGE AGREEMENTS IN THE EVENT THAT THE
AGGREGATE ADJUSTED BORROWING VALUE OF ENGINES SUBJECT TO LEASES UNDER WHICH
LEASE PAYMENTS ARE DENOMINATED IN A CURRENCY OTHER THAN DOLLARS EXCEEDS FIVE
PERCENT (5%) OF THE AGGREGATE ADJUSTED BORROWING VALUE.
(III)
NOTHING CONTAINED IN THIS SECTION SHALL
OTHERWISE LIMIT THE ABILITY OF WEST TO ENTER INTO INTEREST RATE CAPS OR COLLARS
WITH RESPECT TO ENGINES THAT ARE THEN SUBJECT TO HEDGED LEASES.
(N)
DELIVERY OF RULE 144A INFORMATION.
TO
PERMIT COMPLIANCE WITH RULE 144A IN CONNECTION WITH OFFERS AND SALES OF NOTES,
WEST WILL PROMPTLY FURNISH UPON REQUEST OF A HOLDER OF A NOTE TO SUCH HOLDER AND
A PROSPECTIVE PURCHASER DESIGNATED BY SUCH HOLDER, THE INFORMATION REQUIRED TO
BE DELIVERED UNDER RULE 144A(D)(4) IF AT THE TIME OF SUCH REQUEST WEST IS NOT A
REPORTING COMPANY UNDER SECTION 13 OR SECTION 15(D) OF THE EXCHANGE ACT.
(O)
ADMINISTRATIVE AGENT.
IF AT ANY TIME, THERE
IS NOT A PERSON ACTING AS ADMINISTRATIVE AGENT, WEST SHALL PROMPTLY APPOINT A
QUALIFIED PERSON TO PERFORM ANY DUTIES UNDER THIS INDENTURE THAT THE
ADMINISTRATIVE AGENT IS OBLIGATED TO PERFORM UNTIL A REPLACEMENT ADMINISTRATIVE
AGENT ASSUMES THE DUTIES OF THE ADMINISTRATIVE AGENT.
Section 5.03
Portfolio Covenants.
WEST covenants with the Indenture Trustee as follows:
(A)
ENGINE DISPOSITIONS.
WEST WILL NOT, AND
WILL NOT PERMIT ANY OTHER WEST GROUP MEMBER TO, SELL, TRANSFER OR OTHERWISE
DISPOSE OF ANY ENGINE OR ANY INTEREST THEREIN, INCLUDING ANY INTEREST IN AN
ENGINE SUBSIDIARY OR AN ENGINE TRUST, EXCEPT THAT WEST AND EACH OTHER WEST GROUP
MEMBER MAY SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PART WITH POSSESSION OF
(I) ANY PARTS, OR (II) ONE OR MORE ENGINES, AN ENGINE INTEREST OR AN ENGINE
SUBSIDIARY, AS FOLLOWS (ANY SUCH SALE, TRANSFER OR DISPOSITION DESCRIBED IN
CLAUSE (I), (II) OR (III) OF THIS SECTION 5.03(A), A "PERMITTED ENGINE
DISPOSITION"):
(I)
AN ENGINE DISPOSITION PURSUANT TO A
PURCHASE OPTION OR OTHER AGREEMENTS OF A SIMILAR CHARACTER (I) EXISTING ON THE
CLOSING DATE IN THE CASE OF THE INITIAL ENGINES AND, WITH RESPECT TO ANY
ADDITIONAL ENGINE ON THE DATE ACQUIRED BY WEST OR ANY WEST SUBSIDIARY AND
(II) GRANTED TO ANY LESSEE UNDER OR IN CONNECTION WITH A LEASE OF AN ENGINE,
PROVIDED THAT THE PURCHASE PRICE UNDER SUCH PURCHASE OPTION WITH RESPECT TO SUCH
ENGINE IS NOT LESS THAN THE PROJECTED ADJUSTED BORROWING VALUE OF SUCH ENGINE AS
OF THE DATE SUCH PURCHASE OPTION IS EXERCISABLE;
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(II)
AN ENGINE DISPOSITION WITHIN OR AMONG WEST
AND THE WEST SUBSIDIARIES WITHOUT LIMITATION, AND AMONG WEST AND/OR ANY WEST
SUBSIDIARY AND