Exchange) resulting from a Total Loss, in any twelve (12) month
period does not exceed *** of the Aggregate Adjusted Borrowing Value (measured
for the twelve (12) month period ending on the date of such Engine Disposition),
(D) no Event of Default is then continuing, and (E) such sale, transfer or
disposition has been approved by a Special Majority of the Controlling Trustees;
(B)
ENGINE ACQUISITIONS.
WEST WILL NOT, AND WILL CAUSE EACH WEST
GROUP MEMBER NOT TO, PURCHASE OR OTHERWISE ACQUIRE AN ENGINE (OR AN INTEREST
THEREIN) OTHER THAN THE INITIAL ENGINES OR ANY INTEREST THEREIN, EXCEPT THAT,
SUBJECT TO THE APPROVAL OF A SPECIAL MAJORITY OF THE CONTROLLING TRUSTEES, WEST
AND ANY WEST GROUP MEMBER WILL BE PERMITTED TO:
(I) PURCHASE OR OTHERWISE
ACQUIRE, DIRECTLY OR INDIRECTLY, ADDITIONAL ENGINES IN CONNECTION WITH ANY
REPLACEMENT EXCHANGE, (II) ACQUIRE ONE OR MORE ADDITIONAL ENGINES PURSUANT TO A
CAPITAL CONTRIBUTION FROM THE BENEFICIAL OWNER PERMITTED BY SECTION 5.03(I)(II),
(III)
PURCHASE OR OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY, ADDITIONAL ENGINES
WITH THE PROCEEDS OF THE ISSUANCE OF ADDITIONAL NOTES, ADDITIONAL CERTIFICATES,
OR ADVANCES MADE UNDER THE WAREHOUSE SERIES FROM TIME TO TIME, OR (IV) ANY
COMBINATION OF THE TRANSACTIONS DESCRIBED IN CLAUSES (II) AND (III), SO LONG AS
THE FOLLOWING REQUIREMENTS ARE SATISFIED:
(I)
NO EVENT OF DEFAULT, EARLY AMORTIZATION EVENT, SENIOR BORROWING
BASE DEFICIENCY, JUNIOR BORROWING BASE DEFICIENCY OR MAXIMUM BORROWING BASE
DEFICIENCY SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD RESULT THEREFROM;
(II)
THE ACQUISITION DOES NOT RESULT IN A CONCENTRATION DEFAULT
VIOLATION (WITHOUT REGARD TO THE CONCENTRATION VARIANCE LIMITS) AND SHALL NOT
CAUSE THE PERCENTAGE OF ENGINES NOT ON LEASE (MEASURED BY ADJUSTED BORROWING
VALUE) TO EXCEED ***;
(III)
THE PURCHASE PRICE FOR SUCH ENGINE DOES NOT EXCEED AN AMOUNT
EQUAL TO THE EXCESS OF (X) ITS THEN APPRAISED VALUE, MINUS (Y) ANY MAINTENANCE
RESERVE PAYMENTS TRANSFERRED TO WEST OR SUCH WEST GROUP MEMBER IN CONNECTION
WITH SUCH SALE;
(IV)
THE ADDITIONAL ENGINE ACQUIRED MUST HAVE AN APPRAISED VALUE,
DETERMINED NOT MORE THAN SIX (6) MONTHS PRIOR TO ITS ACQUISITION BY WEST OR ANY
WEST GROUP MEMBER;
(V)
THE PURCHASE OR OTHER ACQUISITION OF SUCH ADDITIONAL ENGINE HAS
BEEN APPROVED BY A SPECIAL MAJORITY OF THE CONTROLLING TRUSTEES;
(VI)
SUCH PURCHASE OR ACQUISITION SHALL NOT CAUSE THE PERCENTAGE OF
OFF-PRODUCTION ENGINES IN THE PORTFOLIO (MEASURED BY ADJUSTED BORROWING VALUE)
TO EXCEED
***
Confidential information omitted pursuant to a request for
confidential treatment filed separately with the Securities and Exchange
Commission.
108
*** during the period beginning on the Initial Closing Date and ending on the
fourth (4th) anniversary of the Initial Closing Date and *** thereafter, and
(VII)
IF TWO OR MORE ENGINES ARE BEING ACQUIRED IN ONE OR MORE RELATED
TRANSACTIONS, THE FOREGOING REQUIREMENTS SHALL BE DETERMINED ON AN AGGREGATE
BASIS (ANY SUCH PURCHASE OR ACQUISITION SATISFYING ALL OF THE FOREGOING
CONDITIONS (I) THROUGH (VII), A "PERMITTED ENGINE ACQUISITION").
(C)
MODIFICATION PAYMENTS AND CAPITAL EXPENDITURES.
WEST WILL NOT,
AND WILL NOT PERMIT ANY WEST SUBSIDIARY TO, MAKE