NOT TO DO ANYTHING, AND WILL NOT KNOWINGLY
PERMIT, DIRECTLY OR INDIRECTLY, THROUGH ANY WEST SUBSIDIARY, ANY LESSEE TO DO
ANYTHING, WHICH MAY REASONABLY BE EXPECTED TO EXPOSE ANY ENGINE TO FORFEITURE,
IMPOUNDMENT, DETENTION, APPROPRIATION, DAMAGE OR DESTRUCTION (OTHER THAN ANY
FORFEITURE, IMPOUNDMENT, DETENTION OR APPROPRIATION WHICH IS BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS IF (I) ADEQUATE RESOURCES HAVE BEEN MADE
AVAILABLE BY WEST OR A WEST SUBSIDIARY OR THE APPLICABLE LESSEE FOR ANY PAYMENT
WHICH MAY ARISE OR BE REQUIRED IN CONNECTION WITH SUCH FORFEITURE, IMPOUNDING,
DETENTION OR APPROPRIATION OR PROCEEDINGS TAKEN IN RESPECT THEREOF, AND
(II) SUCH FORFEITURE, IMPOUNDING, DETENTION OR APPROPRIATION OR THE CONTINUED
EXISTENCE THEREOF DOES NOT GIVE RISE TO ANY MATERIAL LIKELIHOOD OF THE ASSETS TO
WHICH SUCH FORFEITURE, IMPOUNDING, DETENTION OR APPROPRIATION RELATES OR ANY
INTEREST IN SUCH ASSETS BEING SOLD, PERMANENTLY FORFEITED OR OTHERWISE LOST).
IN THE EVENT OF A FORFEITURE, IMPOUNDMENT, DETENTION OR APPROPRIATION OF SUCH
ENGINE NOT CONSTITUTING A TOTAL LOSS, WEST WILL, OR SHALL CAUSE EACH WEST
SUBSIDIARY TO, USE ALL COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE IMMEDIATE
RELEASE OF SUCH ENGINE.
(D)
ENGINE RESERVE MINIMUM BALANCE.
WEST WILL
DELIVER TO THE INDENTURE TRUSTEE (WITH NO OBLIGATION OF REVIEW OR INQUIRY ON THE
PART OF THE INDENTURE TRUSTEE) (X) THE
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MAINTENANCE RESERVE APPRAISAL ON OR PRIOR TO THE EFFECTIVE DATE, WITH RESPECT TO
THE ENGINES IN THE PORTFOLIO AS OF THE EFFECTIVE DATE, (Y) AN ANNUAL MAINTENANCE
RESERVE EVALUATION BETWEEN JANUARY 1 AND MARCH 31 OF EACH YEAR, WITH RESPECT TO
THE ENGINES IN THE PORTFOLIO ON JANUARY 1 OF SUCH YEAR AND (Z) A MAINTENANCE
RESERVE EVALUATION IN CONNECTION WITH THE ISSUANCE OF AN ADDITIONAL SERIES OF
TERM NOTES THE PROCEEDS OF WHICH ARE TO BE USED TO ACQUIRE ADDITIONAL ENGINES,
WITH RESPECT TO SUCH ADDITIONAL ENGINES AND THE ENGINES IN THE PORTFOLIO AS OF
THE SERIES ISSUANCE DATE FOR SUCH ADDITIONAL SERIES.
(I)
PROMPTLY AFTER RECEIVING EACH
MAINTENANCE RESERVE EVALUATION, IF SUCH MAINTENANCE RESERVE EVALUATION INDICATES
THAT THERE WILL BE ANY MAINTENANCE RESERVE DEFICITS DURING THE RELEVANT
EVALUATION PERIOD, WEST SHALL CAUSE THE ADMINISTRATIVE AGENT TO DETERMINE (BY
THE EFFECTIVE DATE, IN THE CASE OF THE MAINTENANCE RESERVE EVALUATION DESCRIBED
IN CLAUSE (X) ABOVE, PROMPTLY AND IN NO EVENT LATER THAN THE END OF THE FIRST
CALENDAR QUARTER, IN THE CASE OF THE ANNUAL MAINTENANCE RESERVE EVALUATION, AND
PRIOR TO THE ISSUANCE OF SUCH ADDITIONAL SERIES, IN THE CASE OF A MAINTENANCE
RESERVE EVALUATION ISSUED IN CONNECTION WITH SUCH ISSUANCE) THE FOLLOWING:
(A)
THE AMOUNT, IF ANY, THAT, IF THE
BALANCE IN THE ENGINE RESERVE ACCOUNT WERE MAINTAINED AT NOT LESS THAN THE SUM
OF SUCH AMOUNT (AN "MRE BALANCE INCREMENT") AND THE ENGINE RESERVE MINIMUM
BALANCE DURING THE RELEVANT EVALUATION PERIOD, WOULD RESULT IN ALL SUCH
MAINTENANCE RESERVE DEFICITS BEING ELIMINATED (WITHOUT MAKING ANY ENGINE RESERVE
DEPOSITS, AS DESCRIBED IN CLAUSE (B) BELOW), AND
(B)
IF THE ADDITION OF AN MRE BALANCE
INCREMENT TO THE MINIMUM BALANCE REQUIRED TO BE MAINTAINED IN THE