to have agreed, to treat the Notes as debt for U.S. federal
income tax purposes.
ARTICLE III
ACCOUNTS; PRIORITY OF PAYMENTS
Section 3.01
Establishment of Accounts; Investments.
(A)
ACCOUNTS.
THE ADMINISTRATIVE AGENT, ON BEHALF AND AT THE
DIRECTION OF WEST, ESTABLISHED ON OR BEFORE THE INITIAL CLOSING DATE AND HAS
MAINTAINED IN THE NAME OF WEST ALL OF THE FOLLOWING ACCOUNTS: (I) A COLLECTIONS
ACCOUNT (THE "COLLECTIONS ACCOUNT"), (II) AN ENGINE ACQUISITION ACCOUNT (THE
"ENGINE ACQUISITION ACCOUNT"), (III) A SECURITY DEPOSIT ACCOUNT
(THE "SECURITY
DEPOSIT ACCOUNT"), THE NAME OF WHICH IS BEING CHANGED AS PROVIDED IN
SECTION 3.01(G), (IV) AN EXPENSE ACCOUNT (THE "EXPENSE ACCOUNT"), (V) ONE
ACCOUNT FOR EACH SERIES OF NOTES (EACH, A "SERIES ACCOUNT"), (VI) A SENIOR
RESTRICTED CASH ACCOUNT (THE "SENIOR RESTRICTED CASH ACCOUNT"), (VII) A JUNIOR
RESTRICTED CASH ACCOUNT (THE "JUNIOR RESTRICTED CASH ACCOUNT"), (VIII) AN ENGINE
RESERVE ACCOUNT (THE "ENGINE RESERVE ACCOUNT") AND (IX) AN ENGINE REPLACEMENT
ACCOUNT (THE "ENGINE REPLACEMENT ACCOUNT"). FROM TIME TO TIME AFTER THE INITIAL
CLOSING DATE,
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INCLUDING ON ANY CLOSING DATE OR ANY FUNDING DATE, THE ADMINISTRATIVE AGENT, ON
BEHALF AND AT THE DIRECTION OF WEST, WILL ESTABLISH SUCH OTHER ACCOUNTS AS MAY
BE AUTHORIZED OR REQUIRED BY THIS INDENTURE AND THE OTHER RELATED DOCUMENTS.
EACH ACCOUNT ESTABLISHED OR TO BE ESTABLISHED HEREUNDER OR UNDER ANY OTHER
RELATED DOCUMENT SHALL BE (W) ESTABLISHED AND MAINTAINED (1) INITIALLY WITH THE
INITIAL OPERATING BANK, SO LONG AS THE INITIAL OPERATING BANK HAS EITHER (A) A
LONG-TERM UNSECURED DEBT RATING OF NOT LESS THAN "A" (OR THE EQUIVALENT) BY EACH
RATING AGENCY OR (2) A SHORT-TERM UNSECURED DEBT RATING OF NOT LESS THAN "P-1"
BY MOODY'S AND, IF RATED BY FITCH, OF NOT LESS THAN "F1" BY FITCH AND
(2) THEREAFTER, AT AN ELIGIBLE INSTITUTION, (X) AN ELIGIBLE ACCOUNT, (Y) UNDER
THE "CONTROL" OF THE SECURITY TRUSTEE (AS DEFINED IN THE UCC), INCLUDING, INTER
ALIA, THE SOLE POWER TO DIRECT WITHDRAWALS OR TRANSFERS FROM THE ACCOUNTS, AND,
TOGETHER WITH ALL AMOUNTS FROM TIME TO TIME ON DEPOSIT THEREIN OR CREDITED
THERETO, SHALL BE SUBJECT TO A FIRST PRIORITY PERFECTED SECURITY INTEREST IN
FAVOR OF THE SECURITY TRUSTEE, AND (Z) OTHERWISE MAINTAINED IN ACCORDANCE WITH
THE TERMS OF THE SECURITY TRUST AGREEMENT, THIS INDENTURE AND THE OTHER RELATED
DOCUMENTS.
(B)
ELIGIBLE ACCOUNTS.
IF, AT ANY TIME, ANY ACCOUNT CEASES TO BE AN
ELIGIBLE ACCOUNT, THE ADMINISTRATIVE AGENT OR AN AGENT THEREOF SHALL, WITHIN TEN
(10) BUSINESS DAYS, ESTABLISH A NEW ACCOUNT MEETING THE CONDITIONS SET FORTH IN
THIS SECTION 3.01 IN RESPECT OF SUCH ACCOUNT AND TRANSFER ANY CASH OR
INVESTMENTS IN THE EXISTING ACCOUNT TO SUCH NEW ACCOUNT; AND FROM THE DATE SUCH
NEW ACCOUNT IS ESTABLISHED, IT SHALL HAVE THE SAME DESIGNATION AS THE EXISTING
ACCOUNT.
IF AN OPERATING BANK SHOULD CHANGE AT ANY TIME (INCLUDING, WITHOUT
LIMITATION, ANY REPLACEMENT OF AN OPERATING BANK FOR FAILING TO BE AN ELIGIBLE
INSTITUTION), THEN THE ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE SECURITY
TRUSTEE, SHALL THEREUPON PROMPTLY ESTABLISH REPLACEMENT ACCOUNTS AS