ENGINE IS SUBJECT TO A PERMITTED
ENGINE DISPOSITION, THEN, EXCEPT AS OTHERWISE PROVIDED IN THE APPLICABLE LEASE
OR ENGINE DISPOSITION AGREEMENT, THE INDENTURE TRUSTEE, AT THE WRITTEN DIRECTION
OF THE ADMINISTRATIVE AGENT, SHALL TRANSFER THE BALANCE IN THE ENGINE
SUB-ACCOUNT IN THE ENGINE RESERVE ACCOUNT ALLOCABLE TO SUCH ENGINE TO THE
COLLECTIONS ACCOUNT, UNLESS WEST SHALL ELECT TO TRANSFER ALL OR A PORTION OF
SUCH BALANCE TO THE ENGINE REPLACEMENT ACCOUNT OR TO A QUALIFIED ESCROW ACCOUNT
AS PART OF THE DISPOSITION PROCEEDS TO BE REINVESTED IN A REPLACEMENT EXCHANGE
IN ACCORDANCE WITH SECTION 3.11.
(E)
THE ADMINISTRATIVE AGENT MAY DIRECT THE
INDENTURE TRUSTEE IN WRITING ON EACH PAYMENT DATE AND FROM TIME TO TIME BETWEEN
PAYMENT DATES TO WITHDRAW FUNDS FROM THE ENGINE RESERVE ACCOUNT FOR ANY OR ALL
OF THE FOLLOWING PURPOSES:
(I) TO MAKE REIMBURSEMENTS TO A LESSEE FOR
MAINTENANCE COSTS TO THE EXTENT REQUIRED OR PERMITTED UNDER THE TERMS OF THE
RELEVANT LEASE WITH SUCH LESSEE BUT NOT IN EXCESS OF THE BALANCE IN THE ENGINE
SUB-ACCOUNT FOR THE ENGINE SUBJECT TO SUCH LEASE, AND (II) SUBJECT TO THE
RECEIPT OF THE TRUSTEE RESOLUTIONS REQUIRED BY SECTION 5.03(C) HEREOF, TO PAY
FOR THE COST OF PERFORMING MANDATORY ENGINE MODIFICATIONS TO THE EXTENT
PERMITTED BY SECTION 5.03(C) HEREOF.
(F)
IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND A COLLATERAL LIQUIDATION NOTICE SHALL HAVE BEEN DELIVERED TO THE
INDENTURE TRUSTEE, (I) THE INDENTURE TRUSTEE SHALL TRANSFER THE BALANCE OF THE
PORTFOLIO SUB-ACCOUNT TO THE COLLECTIONS ACCOUNT AS DIRECTED IN SUCH COLLATERAL
LIQUIDATION NOTICE AND (II) THE CONTROL PARTIES REPRESENTING A MAJORITY OF THE
OUTSTANDING PRINCIPAL BALANCE OF THE SENIOR SERIES MAY DIRECT THE INDENTURE
TRUSTEE TO TRANSFER TO THE COLLECTIONS ACCOUNT THE BALANCE IN THE ENGINE
SUB-ACCOUNT OF ANY ENGINE THAT HAS BEEN ACTIVELY REMARKETED FOR A PERIOD OF AT
LEAST SIX (6) MONTHS WITHOUT HAVING BEEN SOLD OR LEASED.
Section 3.07
Security Deposit Account.
(A)
ON EACH CLOSING DATE AND ON EACH DELIVERY
DATE FOR A REMAINING ENGINE OR AN ADDITIONAL ENGINE, WEST SHALL DEPOSIT (OR
CAUSE TO BE DEPOSITED) INTO THE SECURITY DEPOSIT ACCOUNT ALL SECURITY DEPOSITS,
IF ANY, HELD BY WILLIS OR ANY OTHER PERSON PURSUANT TO THE TERMS OF THE ASSET
TRANSFER AGREEMENT OR THE APPLICABLE ACQUISITION AGREEMENT OR HELD BY WEST
FUNDING OR ANY ENGINE TRUST WITH RESPECT TO THE ENGINES DELIVERED ON SUCH
CLOSING DATE OR DELIVERY DATE, DIRECTLY OR INDIRECTLY BY THE TRANSFER OF WEST
FUNDING OR ANY OTHER ENGINE SUBSIDIARY OR ANY ENGINE TRUST.
ON EACH PAYMENT
DATE, PRIOR TO THE DISTRIBUTION OF AMOUNTS ON DEPOSIT IN THE COLLECTIONS ACCOUNT
PURSUANT TO SECTION 3.13 HEREOF, AND FROM TIME TO TIME BETWEEN PAYMENT DATES,
THE ADMINISTRATIVE AGENT SUBJECT TO CLAUSES (C) AND (D) OF THIS SECTION 3.07
SHALL DIRECT THE OPERATING BANK TO TRANSFER FROM THE COLLECTIONS ACCOUNT TO THE
SECURITY DEPOSIT ACCOUNT THE AMOUNT OF ANY SECURITY DEPOSITS THEN ON DEPOSIT IN
THE COLLECTIONS ACCOUNT.
(B)
THE INDENTURE TRUSTEE WILL MAINTAIN A
SUB-ACCOUNT (EACH, A "LEASE SUB-ACCOUNT") ALLOCATING THE