BE PERMITTED IF WEST WILL HAVE FIRST OBTAINED A
TRUSTEE RESOLUTION DETERMINING THAT SUCH ACTION, PERMITTED ACTION OR RELEASE
DOES NOT MATERIALLY AFFECT THE INTERESTS OF THE NOTEHOLDERS AND PRIOR NOTICE HAS
BEEN PROVIDED TO THE RATING AGENCIES; AND PROVIDED FURTHER THAT, IN ANY CASE,
(I) WEST WILL NOT TAKE ANY ACTION WHICH WOULD RESULT IN ANY AMENDMENT OR
MODIFICATION TO ANY CONFLICTS STANDARD OR DUTY OF CARE IN SUCH AGREEMENTS AND
(II) THERE MUST BE AT ALL TIMES AN ADMINISTRATIVE AGENT AND A SERVICER WITH
RESPECT TO ALL ENGINES.
(B)
ENCUMBRANCES.
WEST WILL NOT, AND WILL NOT
PERMIT ANY WEST GROUP MEMBER TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
ENCUMBRANCE OTHER THAN: (I) ANY PERMITTED ENCUMBRANCE,
AND (II) ANY OTHER
ENCUMBRANCE THE VALIDITY OR APPLICABILITY OF WHICH IS BEING CONTESTED IN GOOD
FAITH IN APPROPRIATE PROCEEDINGS BY ANY WEST GROUP MEMBER (AND THE PROCEEDINGS
RELATED TO SUCH ENCUMBRANCE OR THE CONTINUED EXISTENCE OF SUCH ENCUMBRANCE DOES
NOT GIVE RISE TO ANY REASONABLE LIKELIHOOD OF THE SALE, FORFEITURE OR LOSS OF
THE ASSET AFFECTED BY SUCH ENCUMBRANCE)
AND FOR WHICH SUCH WEST GROUP MEMBER
MAINTAINS ADEQUATE CASH RESERVES TO PAY SUCH ENCUMBRANCE.
(C)
INDEBTEDNESS.
WEST WILL NOT, AND WILL NOT
PERMIT ANY WEST GROUP MEMBER TO, INCUR, CREATE, ISSUE, ASSUME, GUARANTEE OR
OTHERWISE BECOME LIABLE FOR OR WITH RESPECT TO, OR BECOME RESPONSIBLE FOR THE
PAYMENT OF, CONTINGENTLY OR OTHERWISE, WHETHER PRESENT OR FUTURE, INDEBTEDNESS,
OTHER THAN:
(I)
INDEBTEDNESS IN RESPECT OF THE INITIAL NOTES;
(II)
INDEBTEDNESS IN RESPECT OF ANY ADDITIONAL
SERIES OF WAREHOUSE NOTES; 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 WAREHOUSE NOTES, (B) THE NET PROCEEDS OF
SUCH WAREHOUSE NOTES SHALL BE APPLIED ONLY AS COLLECTIONS LOANS OR WAREHOUSE
LOANS, SUBJECT TO THE LIMITATIONS OF THE APPLICABLE SUPPLEMENT AND THIS
INDENTURE, (C) SUCH ADDITIONAL SERIES OF WAREHOUSE 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, (D) NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AT
THE TIME SUCH ADDITIONAL SERIES OF WAREHOUSE NOTES IS ISSUED, AND (E) THE
CONDITIONS SET FORTH IN THE LAST PARAGRAPH OF THIS SECTION 5.02(C) ARE
SATISFIED;
(III)
INDEBTEDNESS IN RESPECT OF ANY ADDITIONAL
SERIES OF TERM NOTES THE PROCEEDS OF WHICH ARE TO BE USED IN A REFINANCING OR
ANY OTHER INDEBTEDNESS TO BE USED FOR THE REPURCHASE OF NOTES AS DESCRIBED IN
THE FIRST PROVISO TO SECTION 5.02(D)(III) HEREOF; PROVIDED THAT (A) SUCH
ADDITIONAL SERIES OF TERM NOTES OR OTHER INDEBTEDNESS RECEIVE
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RATINGS FROM THE RATING AGENCIES AT THE CLOSE OF SUCH REFINANCING OR REPURCHASE
EQUAL TO OR HIGHER THAN THOSE OF THE SERIES THAT IS THE SUBJECT OF SUCH
REFINANCING OR REPURCHASE (DETERMINED AT THE DATE SUCH ADDITIONAL SERIES OF TERM
NOTES ARE ISSUED OR SUCH INDEBTEDNESS IS INCURRED), (B) TAKING INTO ACCOUNT SUCH
REFINANCING OR