REPURCHASE, A RATING AGENCY CONFIRMATION IS OBTAINED PRIOR TO
SUCH REFINANCING OR REPURCHASE WITH RESPECT TO EACH SERIES OF NOTES OUTSTANDING
AT SUCH TIME, (C) THE NET PROCEEDS OF ANY SUCH ADDITIONAL SERIES OF TERM NOTES
OR OTHER INDEBTEDNESS SHALL BE APPLIED ONLY TO REPAY THE REDEMPTION PRICE OF THE
SERIES OF NOTES THAT IS THE SUBJECT OF SUCH REFINANCING OR REPURCHASE PLUS THE
REFINANCING EXPENSES RELATING THERETO, AND (D) THE CONDITIONS SET FORTH IN THE
LAST PARAGRAPH OF THIS SECTION 5.02(C) ARE SATISFIED;
(IV)
INDEBTEDNESS IN RESPECT OF ANY ADDITIONAL
SERIES OF TERM NOTES THE NET PROCEEDS OF WHICH ARE APPLIED TO FINANCE PERMITTED
ADDITIONAL ENGINE ACQUISITIONS AND/OR DISCRETIONARY ENGINE MODIFICATIONS AND TO
FUND EXPENSES RELATED THERETO; PROVIDED THAT (A) A RATING AGENCY CONFIRMATION
WITH RESPECT TO ALL SERIES OF NOTES OUTSTANDING AT SUCH TIME IS OBTAINED PRIOR
TO THE ISSUANCE OF SUCH ADDITIONAL SERIES OF TERM NOTES, (B) THE NET PROCEEDS OF
SUCH ADDITIONAL SERIES OF TERM NOTES SHALL BE APPLIED ONLY FOR THE PURPOSES
SPECIFIED ABOVE IN THIS CLAUSE (IV), (C) SUCH ADDITIONAL SERIES OF TERM NOTES
WILL BE CROSS-COLLATERALIZED WITH ALL SECURED OBLIGATIONS BY THE COLLATERAL
UNDER THE SECURITY TRUST AGREEMENT, THE ENGINE MORTGAGES AND THE LEASE SECURITY
ASSIGNMENTS, AND (D) NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
AND (E) THE CONDITIONS SET FORTH IN THE LAST PARAGRAPH OF THIS
SECTION 5.02(C) ARE SATISFIED;
(V)
INDEBTEDNESS IN RESPECT OF GUARANTEES BY ANY
WEST GROUP MEMBER OF ANY OTHER WEST GROUP MEMBER, PROVIDED THAT NO SUCH
INDEBTEDNESS SHALL BE INCURRED IF IT WOULD MATERIALLY ADVERSELY AFFECT THE
HOLDERS;
(VI)
UNSECURED INDEBTEDNESS TO EACH SELLER OF
ENGINES UNDER ANY ACQUISITION AGREEMENT AND ANY RELATED LEASE ASSIGNMENT AND
ASSUMPTION AGREEMENT AND THE DOCUMENTS RELATED THERETO;
(VII)
INDEBTEDNESS UNDER CURRENCY AND INTEREST RATE
EXCHANGE TRANSACTIONS DESCRIBED IN SECTION 5.02(F)(IV), UPON SUCH TERMS AND
CONDITIONS AS THE CONTROLLING TRUSTEES SEE FIT AND WITHIN LIMITS AND WITH
PROVIDERS MEETING THE REQUIREMENTS OF THIS INDENTURE;
(VIII)
INDEBTEDNESS UNDER INTERCOMPANY LOANS OR ANY
AGREEMENT BETWEEN WEST OR ANY OF THE WEST GROUP MEMBERS (EACH, AN "INTERCOMPANY
LOAN"); PROVIDED THAT (A) THE INDENTURE TRUSTEE SHALL HAVE RECEIVED A
SUBORDINATION AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE
TRUSTEE, INCLUDING PURSUANT TO THE SECURITY TRUST AGREEMENT, AND (B) PRIOR
WRITTEN NOTICE OF SUCH INTERCOMPANY LOAN SHALL HAVE BEEN PROVIDED TO THE SENIOR
LIQUIDITY PROVIDER;
(IX)
INDEBTEDNESS OF WEST UNDER THE SENIOR
LIQUIDITY FACILITY AND ANY REPLACEMENT LIQUIDITY FACILITY ENTERED INTO IN
ACCORDANCE WITH SECTION 3.20(F).
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Each Additional Series of Notes issued pursuant to clause (ii), clause (iii) or
clause (iv) above shall also satisfy the following conditions:
(x)
Such Additional Series of Notes (1) shall
be amortized on a level basis over a period of not less than thirteen (13) years
for Scheduled Principal Payment Amounts on any Series A Notes, fifteen (15)
years for Scheduled Principal Payment Amounts on any Series B Notes and twenty
(20) years for Minimum Principal Payment Amounts, or (2) if not amortized on a