SECTION 3.04, THE JUNIOR RESTRICTED CASH ACCOUNT IN ACCORDANCE
WITH SECTION 3.05, THE ENGINE RESERVE ACCOUNT IN ACCORDANCE WITH SECTION 3.06,
THE SECURITY DEPOSIT ACCOUNT IN ACCORDANCE WITH SECTION 3.07 AND THE ENGINE
REPLACEMENT ACCOUNT (OR QUALIFIED ESCROW ACCOUNTS HELD WITH QUALIFIED
INTERMEDIARIES) IN ACCORDANCE WITH SECTION 3.11. WEST
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ALSO MAY DIRECT THE INDENTURE TRUSTEE TO DEPOSIT IN THE COLLECTIONS ACCOUNT THE
AMOUNT OF ANY WAREHOUSE ADVANCE MADE PURSUANT TO SECTION 3.17.
(B)
AMOUNTS RECEIVED IN THE COLLECTIONS ACCOUNT
IN RESPECT OF SECURITY DEPOSITS AND MAINTENANCE RESERVE PAYMENTS WILL BE
TRANSFERRED, ON EACH PAYMENT DATE, DIRECTLY INTO THE SECURITY DEPOSIT ACCOUNT
AND THE ENGINE RESERVE ACCOUNT, RESPECTIVELY, AS PROVIDED IN THE PAYMENT DATE
SCHEDULE.
A PORTION OF ANY NET SALE PROCEEDS FROM A PERMITTED ENGINE
DISPOSITION RECEIVED IN THE COLLECTIONS ACCOUNT UP TO THE MODIFIED NET SALES
PROCEEDS FOR SUCH ENGINE DISPOSITION MAY BE TRANSFERRED TO THE ENGINE
REPLACEMENT ACCOUNT, TO THE EXTENT THAT WEST ELECTS TO REINVEST ALL OR A PORTION
OF SUCH MODIFIED NET SALE PROCEEDS IN A REPLACEMENT EXCHANGE IN ACCORDANCE WITH
SECTION 3.11 HEREOF.
ALL OF THE TRANSFERS OF FUNDS DESCRIBED IN THIS SECTION
3.02(B) WILL BE MADE PRIOR TO THE DISTRIBUTION OF THE AVAILABLE COLLECTIONS
AMOUNT PURSUANT TO SECTION 3.13.
(C)
IF WEST DETERMINES THAT IT IS NECESSARY OR
APPROPRIATE FOR TAX OR REGULATORY REASONS FOR A LESSEE OF AN ENGINE TO MAKE
LEASE PAYMENTS TO AN ACCOUNT OWNED BY THE LESSOR OF SUCH ENGINE, THE
ADMINISTRATIVE AGENT SHALL ESTABLISH AN ACCOUNT (A "LESSOR ACCOUNT") IN THE NAME
OF SUCH LESSOR IN ACCORDANCE WITH SECTION 3.01 AND WEST SHALL CAUSE SUCH LESSOR
(I) TO DIRECT SUCH LESSEE TO MAKE ALL LEASE PAYMENTS TO SUCH ACCOUNT AND (II) TO
TAKE SUCH ACTIONS AS SHALL BE NECESSARY TO PLEDGE SUCH ACCOUNT TO THE SECURITY
TRUSTEE PURSUANT TO THE SECURITY TRUST AGREEMENT. THEREAFTER, THE ADMINISTRATIVE
AGENT SHALL DIRECT THE OPERATING BANK AT WHICH SUCH LESSOR ACCOUNT IS MAINTAINED
TO TRANSFER ALL FUNDS DEPOSITED IN SUCH LESSOR ACCOUNT TO THE COLLECTIONS
ACCOUNT PROMPTLY AND IN ANY EVENT NOT LATER THAN THE NEXT SUCCEEDING
DETERMINATION DATE AFTER SUCH FUNDS ARE DEPOSITED.
Section 3.03
Engine Acquisition Account.
(A)
IN ORDER TO PROVIDE THE FUNDS NECESSARY TO
COMPLETE THE ACQUISITION OF ANY REMAINING ENGINES (OTHER THAN THE THIRD
REMAINING ENGINE) DURING THE DELIVERY PERIOD BEGINNING ON A CLOSING DATE, THE
INDENTURE TRUSTEE, AT THE WRITTEN DIRECTION OF THE ADMINISTRATIVE AGENT, WILL
DEPOSIT INTO THE ENGINE ACQUISITION ACCOUNT, FROM THE NET PROCEEDS OF THE SERIES
OF NOTES ISSUED ON SUCH CLOSING DATE, FUNDS IN AN AMOUNT EQUAL TO THE SUM OF THE
ALLOCATED AMOUNTS FOR SUCH REMAINING ENGINES, AS SUCH ALLOCATED AMOUNT MAY BE
ADJUSTED FOR CAPITAL IMPROVEMENTS AND/OR CASUALTIES PURSUANT TO THE RELATED
SUPPLEMENT BETWEEN THE CLOSING DATE AND A DELIVERY DATE. PROCEEDS OF BORROWINGS
UNDER THE WAREHOUSE NOTES THAT ARE TO BE USED TO FUND THE ACQUISITION OF THE
THIRD REMAINING ENGINE AND ANY ADDITIONAL ENGINES OR THE COST OF ANY MANDATORY
ENGINE MODIFICATIONS OR DISCRETIONARY ENGINE MODIFICATION ALSO