Common use of Operating Budget; Asset Expenses Budget Clause in Contracts

Operating Budget; Asset Expenses Budget. (a) WEST, on its own behalf and on behalf of the Subsidiaries, shall adopt with respect to the period from the Initial Closing Date through December 31, 2005 (the “Initial Period”) and, thereafter, each one Year period during the term of this Agreement (a “One Year Period”): (A) an operating budget with respect to the Engines (an “Operating Budget”); and (B) a budget with respect to Engine Expenses related to the Engines (an “Asset Expenses Budget”). The initial Operating Budget and the initial Asset Expenses Budget for the Initial Period shall be adopted by WEST and the Subsidiaries by the Initial Closing Date in substantially the form attached hereto as Exhibit A (together, the “Initial Budgets”). The Operating Budget and Asset Expenses Budget for each One Year Period during the term of this Agreement shall be adopted by WEST and the Subsidiaries in accordance with Section 7.05(b). The Servicer shall, in the course of providing the Services hereunder, use reasonable efforts to achieve the Initial Budgets and the Operating and Asset Expenses Budgets for any One Year Period. (b) In respect of each One Year Period after the Initial Period during the term of this Agreement, the Administrative Agent shall prepare, and deliver to the Servicer no later than the November 30 immediately preceding the commencement of each Year, a proposed Operating Budget and Asset Expenses Budget for each such One Year Period together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget. (c) In connection with the preparation and review of such proposed Operating Budget and Asset Expenses Budget for each period, the Servicer shall provide the Administrative Agent, not later than the November 1 immediately preceding the commencement of each Year, information in a form to be agreed from time to time relating to (i) lease rates, (ii) utilization rate, (iii) expected technical expenditures (including any costs to be capitalized) relating to the Engines, (iv) planned sales, (v) costs relating to insurance, legal, consulting and other similar expenses, including anticipated litigation expenses and (vi) such other information related to Engine Expenses as may be requested by the Administrative Agent to prepare or review such budgets, in each case including the assumptions relating thereto. The Servicer shall have the right during the 15-day period following its receipt of the Administrative Agent’s proposed Operating Budget and Asset Expenses Budget to express any objection or make any comment it may reasonably have to such budgets. During such 15-day period, the Controlling Trustees and the Servicer shall negotiate and agree on a final Operating Budget and a final Asset Expenses Budget for each period. Not later than the December 20 immediately preceding the commencement of such Year, WEST shall deliver to the Servicer a final Operating Budget and Asset Expenses Budget for each One Year Period (the “Budgets”) together with reasonably detailed information regarding WEST’s underlying assumptions. (d) If at any time the Servicer reasonably believes that an incurrence of Engine Expenses is reasonably likely to cause actual aggregate Engine Expenses in the Initial Period or any One Year Period, as the case may be, to exceed 125% of the budgeted amount of aggregate Engine Expenses for such period as set forth in the applicable Budget, the Servicer shall not incur such Engine Expense without prior approval by WEST, and such excess payment and approval thereof shall be reported in the Annual Report for the relevant Initial Period or One Year Period, as the case may be.

Operating Budget; Asset Expenses Budget. (a) WEST, on its own behalf and on behalf of each other Person in the SubsidiariesServiced Group, shall adopt with respect to the period from the Initial Closing Date through December 3115, 2005 2017 (the “Initial Period”) and, thereafter, each one Year period during the term of this Agreement (a “One Year Period”): (A) an operating budget with respect to the Engines Assets (an “Operating Budget”); and (B) a budget with respect to Engine Asset Expenses related to the Engines Assets (an “Asset Expenses Budget”). The initial Operating Budget and the initial Asset Expenses Budget for the Initial Period (together, the “Initial Budgets”) shall be adopted by WEST and each Person within the Subsidiaries Serviced Group by the Initial Closing Date in substantially the form attached hereto as Exhibit A (together, the “Initial Budgets”). A. The Operating Budget and Asset Expenses Budget for each One Year Period during the term of this Agreement shall be adopted by WEST and each Person within the Subsidiaries Serviced Group in accordance with Section 7.05(b7.05(c). The Servicer shall, in the course of providing the Services hereunder, use reasonable efforts to achieve the Initial Budgets during the Initial Period and to achieve the Operating Budget and the Asset Expenses Budgets for and during each One Year Period. The Initial Budgets and the Operating Budgets and Asset Expenses Budgets for any One Year Periodare collectively referred to herein as the “Budgets.” (b) In respect of each One Year Period after the Initial Period during the term of this Agreement, To assist the Administrative Agent shall prepare, in the preparation and deliver to the Servicer no later than the November 30 immediately preceding the commencement review of each Year, a proposed Operating Budget and a proposed Asset Expenses Budget for each such One Year Period together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget. (c) In connection with the preparation and review of such proposed Operating Budget and Asset Expenses Budget for each periodPeriod, the Servicer shall provide the Administrative Agent, not later than by the November 1 immediately preceding the commencement of each Yearsuch One Year Period, information in a form to be agreed from time to time relating to (i) lease rates, (ii) utilization rate, (iii) expected technical expenditures (including any costs to be capitalized) relating to the EnginesAssets, (iv) planned sales, (v) costs relating to insurance, legal, consulting and other similar expenses, including anticipated litigation expenses and (vi) such other information [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. related to Engine Asset Expenses as may be requested by the Administrative Agent to prepare or for purposes of the preparation and review of such budgets, in each case including the assumptions relating thereto. The . (c) Based on the information provided by the Servicer shall have the right during the 15-day period following its receipt of to the Administrative Agent’s Agent in accordance with Section 7.05(b), the Administrative Agent shall prepare and deliver to the Servicer and WEST by the November 30 immediately preceding each One Year Period, a proposed Operating Budget and Asset Expenses Budget to express any objection or make any comment it may for such One Year Period, together with reasonably have to detailed supporting information and the assumptions underlying such budgets. During such 15-day periodproposed Operating Budget and Asset Expenses Budget. (d) Following the receipt by the Servicer and WEST of the proposed Operating Budget and Asset Expenses Budget for a One Year Period as provided in Section 7.05(c), the Controlling Trustees Servicer and the Servicer Administrative Agent, on behalf of each Person within the Serviced Group, shall negotiate and consult with each other to agree on a final Operating Budget and a final Asset Expenses Budget for each period. Not later than such One Year Period, and taking into account such consultation, WEST shall approve and deliver to the Servicer, by the December 20 immediately preceding the commencement of such Yeareach One Year Period, WEST shall deliver to the Servicer a final Operating Budget and Asset Expenses Budget for each such One Year Period (the “Budgets”) together with reasonably detailed information regarding WEST’s underlying assumptionsPeriod. (de) If at any time the Servicer reasonably believes that an incurrence of Engine Asset Expenses is reasonably likely to cause actual aggregate Engine Asset Expenses in the Initial Period or any One Year Period, as the case may be, to exceed 125% of the budgeted amount of aggregate Engine Asset Expenses for such period as set forth in the applicable Budget, the Servicer shall not incur such Engine Asset Expense without prior approval by WEST, and such excess payment and approval thereof shall be reported in the Annual Report for the relevant Initial Period or One Year Period, as the case may be.

Operating Budget; Asset Expenses Budget. (a) WEST, on its own behalf and on behalf of each other Person in the SubsidiariesServiced Group, shall adopt with respect to the period from the Initial Closing Date through December 31, 2005 2024 (the “Initial Period”) and, thereafter, each one Year period during the term of this Agreement (a “One Year Period”): ): (A) an operating budget with respect to the Engines Assets (an “Operating Budget”); and and (B) a budget with respect to Engine Asset Expenses related to the Engines Assets (an “Asset Expenses Budget”). The initial Operating Budget and the initial Asset Expenses Budget for the Initial Period (together, the “Initial Budgets”) shall be adopted by WEST and each Person within the Subsidiaries Serviced Group by the Initial Closing Date in substantially the form attached hereto as Exhibit A (together, the “Initial Budgets”). A. The Operating Budget and Asset Expenses Budget for each One Year Period during the term of this Agreement shall be adopted by WEST and each Person within the Subsidiaries Serviced Group in accordance with Section 7.05(b7.05(c). The Servicer shall, in the course of providing the Services hereunder, use reasonable efforts to achieve the Initial Budgets during the Initial Period and to achieve the Operating Budget and the Asset Expenses Budgets for and during each One Year Period. The Initial Budgets and the Operating Budgets and Asset Expenses Budgets for any One Year Periodare collectively referred to herein as the “Budgets.” (b) In respect of each One Year Period after the Initial Period during the term of this Agreement, To assist the Administrative Agent shall prepare, in the preparation and deliver to the Servicer no later than the November 30 immediately preceding the commencement review of each Year, a proposed Operating Budget and a proposed Asset Expenses Budget for each such One Year Period together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget. (c) In connection with the preparation and review of such proposed Operating Budget and Asset Expenses Budget for each periodPeriod, the Servicer shall provide the Administrative Agent, not later than by the November 1 immediately preceding the commencement of each Yearsuch One Year Period, information in a form to be agreed from time to time relating to (i) lease rates, (ii) utilization rate, (iii) expected technical expenditures (including any costs to be capitalized) relating to the EnginesAssets, (iv) planned sales, (v) costs relating to insurance, legal, consulting and other similar expenses, including anticipated litigation expenses and (vi) such other information related to Engine Asset Expenses as may be requested by the Administrative Agent to prepare or for purposes of the preparation and review of such budgets, in each case including the assumptions relating thereto. The . (c) Based on the information provided by the Servicer shall have the right during the 15-day period following its receipt of to the Administrative Agent’s Agent in accordance with Section 7.05(b), the Administrative Agent shall prepare and deliver to the Servicer and WEST by the November 30 immediately preceding each One Year Period, a proposed Operating Budget and Asset Expenses Budget to express any objection or make any comment it may for such One Year Period, together with reasonably have to detailed supporting information and the assumptions underlying such budgets. During such 15-day periodproposed Operating Budget and Asset Expenses Budget. (d) Following the receipt by the Servicer and WEST of the proposed Operating Budget and Asset Expenses Budget for a One Year Period as provided in Section 7.05(c), the Controlling Trustees Servicer and the Servicer Administrative Agent, on behalf of each Person within the Serviced Group, shall negotiate and consult with each other to agree on a final Operating Budget and a final Asset Expenses 12 Budget for each period. Not later than such One Year Period, and taking into account such consultation, WEST shall approve and deliver to the Servicer, by the December 20 immediately preceding the commencement of such Yeareach One Year Period, WEST shall deliver to the Servicer a final Operating Budget and Asset Expenses Budget for each such One Year Period (the “Budgets”) together with reasonably detailed information regarding WEST’s underlying assumptionsPeriod. (de) If at any time the Servicer reasonably believes that an incurrence of Engine Asset Expenses is reasonably likely to cause actual aggregate Engine Asset Expenses in the Initial Period or any One Year Period, as the case may be, to exceed 125% of the budgeted amount of aggregate Engine Asset Expenses for such period as set forth in the applicable Budget, the Servicer shall not incur such Engine Asset Expense without prior approval by WEST, and such excess payment and approval thereof shall be reported in the Annual Report for the relevant Initial Period or One Year Period, as the case may be.

Operating Budget; Asset Expenses Budget. (a) WEST, on its own behalf and on behalf of the Subsidiaries, shall adopt with respect to the period from the Initial Closing Date through December 3115, 2005 2012 (the “Initial Period”) and, thereafter, each one Year period during the term of this Agreement (a “One Year Period”): (A) an operating budget with respect to the Engines (an “Operating Budget”); and (B) a budget with respect to Engine Expenses related to the Engines (an “Asset Expenses Budget”). The initial Operating Budget and the initial Asset Expenses Budget for the Initial Period (together, the “Initial Budgets”) shall be adopted by WEST and the Subsidiaries by the Initial Closing Date in substantially the form attached hereto as Exhibit A (together, the “Initial Budgets”). A. The Operating Budget and Asset Expenses Budget for each One Year Period during the term of this Agreement shall be adopted by WEST and the Subsidiaries in accordance with Section 7.05(b7.05(c). The Servicer shall, in the course of providing the Services hereunder, use reasonable efforts to achieve the Initial Budgets during the Initial Period and to achieve the Operating Budget and the Asset Expenses Budgets for and during each One Year Period. The Initial Budgets and the Operating Budgets and Asset Expenses Budgets for any One Year Periodare collectively referred to herein as the “Budgets.” (b) In respect of each One Year Period after the Initial Period during the term of this Agreement, To assist the Administrative Agent shall prepare, in the preparation and deliver to the Servicer no later than the November 30 immediately preceding the commencement review of each Year, a proposed Operating Budget and a proposed Asset Expenses Budget for each such One Year Period together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget. (c) In connection with the preparation and review of such proposed Operating Budget and Asset Expenses Budget for each periodPeriod, the Servicer shall provide the Administrative Agent, not later than by the November 1 immediately preceding the commencement of each Yearsuch One Year Period, information in a form to be agreed from time to time relating to (i) lease rates, (ii) utilization rate, (iii) expected technical expenditures (including any costs to be capitalized) relating to the Engines, (iv) planned sales, (v) costs relating to insurance, legal, consulting and other similar expenses, including anticipated litigation expenses and (vi) such other information related to Engine Expenses as may be requested by the Administrative Agent to prepare or for purposes of the preparation and review of such budgets, in each case including the assumptions relating thereto. The . (c) Based on the information provided by the Servicer shall have the right during the 15-day period following its receipt of to the Administrative Agent’s Agent in accordance with Section 7.05(b), the Administrative Agent shall prepare and deliver to the Servicer and WEST by the November 30 immediately preceding each One Year Period, a proposed Operating Budget and Asset Expenses Budget to express any objection or make any comment it may for such One Year Period, together with reasonably have to detailed supporting information and the assumptions underlying such budgets. During such 15-day periodproposed Operating Budget and Asset Expenses Budget. (d) Following the receipt by the Servicer and WEST of the proposed Operating Budget and Asset Expenses Budget for a One Year Period as provided in Section 7.05(c), the Controlling Trustees Servicer and the Servicer Administrative Agent, on behalf of WEST and the Subsidiaries, shall negotiate and consult with each other to agree on a final Operating Budget and a final Asset Expenses Budget for each period. Not later than such One Year Period, and taking into account such consultation, WEST shall approve and deliver to the Servicer, by the December 20 immediately preceding the commencement of such Yeareach One Year Period, WEST shall deliver to the Servicer a final Operating Budget and Asset Expenses Budget for each such One Year Period (the “Budgets”) together with reasonably detailed information regarding WEST’s underlying assumptionsPeriod. (de) If at any time the Servicer reasonably believes that an incurrence of Engine Expenses is reasonably likely to cause actual aggregate Engine Expenses in the Initial Period or any One Year Period, as the case may be, to exceed 125% of the budgeted amount of aggregate Engine Expenses for such period as set forth in the applicable Budget, the Servicer shall not incur such Engine Expense without prior approval by WEST, and such excess payment and approval thereof shall be reported in the Annual Report for the relevant Initial Period or One Year Period, as the case may be.

Operating Budget; Asset Expenses Budget. (a) WEST, on its own behalf and on behalf of each other Person in the SubsidiariesServiced Group, shall adopt with respect to the period from the Initial Closing Date through December 31, 2005 2020 (the “Initial Period”) and, thereafter, each one Year period during the term of this Agreement (a “One Year Period”): (A) an operating budget with respect to the Engines Assets (an “Operating Budget”); and (B) a budget with respect to Engine Asset Expenses related to the Engines Assets (an “Asset Expenses Budget”). The initial Operating Budget and the initial Asset Expenses Budget for the Initial Period (together, the “Initial Budgets”) shall be adopted by WEST and each Person within the Subsidiaries Serviced Group by the Initial Closing Date in substantially the form attached hereto as Exhibit A (together, the “Initial Budgets”). A. The Operating [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Budget and Asset Expenses Budget for each One Year Period during the term of this Agreement shall be adopted by WEST and each Person within the Subsidiaries Serviced Group in accordance with Section 7.05(b7.05(c). The Servicer shall, in the course of providing the Services hereunder, use reasonable efforts to achieve the Initial Budgets during the Initial Period and to achieve the Operating Budget and the Asset Expenses Budgets for and during each One Year Period. The Initial Budgets and the Operating Budgets and Asset Expenses Budgets for any One Year Periodare collectively referred to herein as the “Budgets.” (b) In respect of each One Year Period after the Initial Period during the term of this Agreement, To assist the Administrative Agent shall prepare, in the preparation and deliver to the Servicer no later than the November 30 immediately preceding the commencement review of each Year, a proposed Operating Budget and a proposed Asset Expenses Budget for each such One Year Period together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget. (c) In connection with the preparation and review of such proposed Operating Budget and Asset Expenses Budget for each periodPeriod, the Servicer shall provide the Administrative Agent, not later than by the November 1 immediately preceding the commencement of each Yearsuch One Year Period, information in a form to be agreed from time to time relating to (i) lease rates, (ii) utilization rate, (iii) expected technical expenditures (including any costs to be capitalized) relating to the EnginesAssets, (iv) planned sales, (v) costs relating to insurance, legal, consulting and other similar expenses, including anticipated litigation expenses and (vi) such other information related to Engine Asset Expenses as may be requested by the Administrative Agent to prepare or for purposes of the preparation and review of such budgets, in each case including the assumptions relating thereto. The . (c) Based on the information provided by the Servicer shall have the right during the 15-day period following its receipt of to the Administrative Agent’s Agent in accordance with Section 7.05(b), the Administrative Agent shall prepare and deliver to the Servicer and WEST by the November 30 immediately preceding each One Year Period, a proposed Operating Budget and Asset Expenses Budget to express any objection or make any comment it may for such One Year Period, together with reasonably have to detailed supporting information and the assumptions underlying such budgets. During such 15-day periodproposed Operating Budget and Asset Expenses Budget. (d) Following the receipt by the Servicer and WEST of the proposed Operating Budget and Asset Expenses Budget for a One Year Period as provided in Section 7.05(c), the Controlling Trustees Servicer and the Servicer Administrative Agent, on behalf of each Person within the Serviced Group, shall negotiate and consult with each other to agree on a final Operating Budget and a final Asset Expenses Budget for each period. Not later than such One Year Period, and taking into account such consultation, WEST shall approve and deliver to the Servicer, by the December 20 immediately preceding the commencement of such Yeareach One Year Period, WEST shall deliver to the Servicer a final Operating Budget and Asset Expenses Budget for each such One Year Period (the “Budgets”) together with reasonably detailed information regarding WEST’s underlying assumptionsPeriod. (de) If at any time the Servicer reasonably believes that an incurrence of Engine Asset Expenses is reasonably likely to cause actual aggregate Engine Asset Expenses in the Initial Period or any One Year Period, as the case may be, to exceed 125% of the budgeted amount of aggregate Engine Asset Expenses for such period as set forth in the applicable Budget, the Servicer shall not incur such Engine Asset Expense without prior approval by WEST, and such excess payment and approval thereof shall be reported in the Annual Report for the relevant Initial Period or One Year Period, as the case may be.

Operating Budget; Asset Expenses Budget. (a) WEST, on its own behalf and on behalf of each other Person in the SubsidiariesServiced Group, shall adopt with respect to the period from the Initial Closing Date through December 31, 2005 2018 (the “Initial Period”) and, thereafter, each one Year period during the term of this Agreement (a “One Year Period”): (A) an operating budget with respect to the Engines Assets (an “Operating Budget”); and (B) a budget with respect to Engine Asset Expenses related to the Engines Assets (an “Asset Expenses Budget”). The initial Operating Budget and the initial Asset Expenses Budget for the Initial Period (together, the “Initial Budgets”) shall be adopted by WEST and each Person within the Subsidiaries Serviced Group by the Initial Closing Date in substantially the form attached hereto as Exhibit A (together, the “Initial Budgets”). A. The Operating Budget and Asset Expenses Budget for each One Year Period during the term of this Agreement shall be adopted by WEST and each Person within the Subsidiaries Serviced Group in accordance with Section 7.05(b7.05(c). The Servicer shall, in the course of providing the Services hereunder, use reasonable efforts to achieve the Initial Budgets during the Initial Period and to achieve the Operating Budget and the Asset Expenses Budgets for and during each One Year Period. The Initial Budgets and the Operating Budgets and Asset Expenses Budgets for any One Year Periodare collectively referred to herein as the “Budgets.” (b) In respect of each One Year Period after the Initial Period during the term of this Agreement, To assist the Administrative Agent shall prepare, in the preparation and deliver to the Servicer no later than the November 30 immediately preceding the commencement review of each Year, a proposed Operating Budget and a proposed Asset Expenses Budget for each such One Year Period together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget. (c) In connection with the preparation and review of such proposed Operating Budget and Asset Expenses Budget for each periodPeriod, the Servicer shall provide the Administrative Agent, not later than by the November 1 immediately preceding the commencement of each Yearsuch One Year Period, information in a form to be agreed from time to time relating to (i) lease rates, (ii) utilization rate, (iii) expected technical expenditures (including any costs to be capitalized) relating to the EnginesAssets, (iv) planned sales, (v) costs relating to insurance, legal, consulting and other similar expenses, including anticipated litigation expenses and (vi) such other information related to Engine Asset Expenses as may be requested by the Administrative Agent to prepare or for purposes of the preparation and review of such budgets, in each case including the assumptions relating thereto. The . (c) Based on the information provided by the Servicer shall have the right during the 15-day period following its receipt of to the Administrative Agent’s Agent in accordance with Section 7.05(b), the Administrative Agent shall prepare and deliver to the Servicer and WEST by the November 30 immediately preceding each One Year Period, a proposed Operating Budget and Asset Expenses Budget for such One Year Period, together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget. [**] = Portions of this exhibit have been omitted pursuant to express any objection or make any comment it may reasonably have to such budgetsa confidential treatment request. During such 15-day periodConfidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (d) Following the receipt by the Servicer and WEST of the proposed Operating Budget and Asset Expenses Budget for a One Year Period as provided in Section 7.05(c), the Controlling Trustees Servicer and the Servicer Administrative Agent, on behalf of each Person within the Serviced Group, shall negotiate and consult with each other to agree on a final Operating Budget and a final Asset Expenses Budget for each period. Not later than such One Year Period, and taking into account such consultation, WEST shall approve and deliver to the Servicer, by the December 20 immediately preceding the commencement of such Yeareach One Year Period, WEST shall deliver to the Servicer a final Operating Budget and Asset Expenses Budget for each such One Year Period (the “Budgets”) together with reasonably detailed information regarding WEST’s underlying assumptionsPeriod. (de) If at any time the Servicer reasonably believes that an incurrence of Engine Asset Expenses is reasonably likely to cause actual aggregate Engine Asset Expenses in the Initial Period or any One Year Period, as the case may be, to exceed 125% of the budgeted amount of aggregate Engine Asset Expenses for such period as set forth in the applicable Budget, the Servicer shall not incur such Engine Asset Expense without prior approval by WEST, and such excess payment and approval thereof shall be reported in the Annual Report for the relevant Initial Period or One Year Period, as the case may be.