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, WILL ESTABLISH ON OR BEFORE THE INITIAL
CLOSING DATE AND MAINTAIN IN THE NAME OF WEST ALL OF THE FOLLOWING ACCOUNTS: (I)
A COLLECTIONS ACCOUNT (THE "COLLECTIONS ACCOUNT"), (II) AN ENGINE REPLACEMENT
ACCOUNT (THE "ENGINE REPLACEMENT ACCOUNT"), (III) A SECURITY DEPOSIT ACCOUNT
(THE "SECURITY DEPOSIT ACCOUNT"), (IV) AN EXPENSE ACCOUNT (THE "EXPENSE
ACCOUNT"), (V) ONE ACCOUNT FOR EACH SERIES OF NOTES TO BE ISSUED ON THE INITIAL
CLOSING DATE (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 INTEREST RESERVE ACCOUNT FOR
THE SERIES A1 NOTES (THE "SERIES A1 INTEREST RESERVE ACCOUNT"), (IX) AN ENGINE
RESERVE ACCOUNT (THE "ENGINE RESERVE ACCOUNT") AND (X) AN ENGINE ACQUISITION
ACCOUNT (THE "ENGINE ACQUISITION ACCOUNT"). FROM TIME TO TIME THEREAFTER,
INCLUDING ON ANY OTHER 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