Common use of Management Accounts and Financial Statements Clause in Contracts

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers and the Issuer Group: (i) establish an accounting system and maintain the accounting ledgers of and for each Issuer Group Member in accordance with U.S. GAAP unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "Ledgers"); (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to the Issuer Group, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each Quarter and Year, as applicable (the "Consolidated Quarterly Draft Accounts"); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 days after the end of such Year), with respect to the Issuer Group on a combined basis and such of the Issuer and the other Issuer Group Members as specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to such Issuer Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "Consolidating Quarterly Draft Accounts" and, together with the Consolidated Quarterly Draft Accounts the "Draft Accounts"). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's auditors; (v) arrange for, coordinate with and assist the Issuer Group's auditors in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's tax returns in conjunction with the Issuer Group's tax advisers after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 of Schedule 2.02(a); and (viii) compare the expected cash flows of the Issuer Group and the budgets to actual results.

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers and the Issuer MSAF Group: (i) establish an accounting system and maintain the accounting ledgers of and for each Issuer MSAF Group Member in accordance with U.S. GAAP accounting principles generally accepted in the United States, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "LedgersLEDGERS"); (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to the Issuer MSAF Group, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each Quarter and Year, as applicable (the "Consolidated Quarterly Draft AccountsCONSOLIDATED QUARTERLY DRAFT ACCOUNTS"); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 days after the end of such Year), with respect to the Issuer MSAF Group on a combined basis and such of the Issuer MSAF and the other Issuer MSAF Group Members as specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to such Issuer MSAF Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "Consolidating Quarterly Draft AccountsCONSOLIDATING QUARTERLY DRAFT ACCOUNTS" and, together with the Consolidated Quarterly Draft Accounts the "Draft AccountsDRAFT ACCOUNTS"). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's auditors; (v) arrange for, coordinate with and assist the Issuer Group's auditors in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's tax returns in conjunction with the Issuer Group's tax advisers after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 of Schedule 2.02(a); and (viii) compare the expected cash flows of the Issuer Group and the budgets to actual results.The

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers Providers, WEST and the Issuer Groupeach other Managed Group Member: (i) establish an accounting system and maintain the accounting ledgers of and for WEST and each Issuer other Managed Group Member in accordance with U.S. GAAP GAAP, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "“Ledgers"”); (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to the Issuer GroupWEST and each other Managed Group Member, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each such Quarter and Year, as applicable (the "“Consolidated Quarterly Draft Accounts"”); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 60 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 120 days after the end of such Year), with respect to the Issuer WEST and each other Managed Group Member on a combined basis and such of the Issuer WEST and the each other Issuer Managed Group Members Member as are specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to WEST or such Issuer Managed Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "Consolidating Quarterly Draft Accounts" and, together with the Consolidated Quarterly Draft Accounts Accounts, the "“Draft Accounts"”). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's auditors;auditors of WEST and each other Managed Group Member; #4839-8494-1028v3 (v) arrange for, coordinate with and assist the Issuer Group's auditors of WEST and each other Managed Group Member in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's tax returns of WEST and each other Managed Group Member in conjunction with the Issuer Group's tax advisers of WEST and each other Managed Group Member after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 Sections 8.01 and 8.02 of Schedule 2.02(a)) of the Servicing Agreement; and (viii) compare the expected cash flows of the Issuer WEST and each other Managed Group Member and the budgets Budgets to actual results; provided, however, that WEST and each other Managed Group Member shall retain responsibility for the Ledgers and Draft Accounts, including all discretionary decisions and judgments relating to the preparation and maintenance thereof, and WEST and each other Managed Group Member shall retain responsibility for its financial statements.

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers Providers, WEST and the Issuer Groupeach other Managed Group Member: (i) establish an accounting system and maintain the accounting ledgers of and for WEST and each Issuer other Managed Group Member in accordance with U.S. GAAP GAAP, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "“Ledgers"”);; 13 (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to the Issuer GroupWEST and each other Managed Group Member, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each such Quarter and Year, as applicable (the "“Consolidated Quarterly Draft Accounts"”); ; (iii) to the extent required by Applicable Law, prepare and deliver (within 40 60 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 120 days after the end of such Year), with respect to the Issuer WEST and each other Managed Group Member on a combined basis and such of the Issuer WEST and the each other Issuer Managed Group Members Member as are specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to WEST or such Issuer Managed Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "Consolidating Quarterly Draft Accounts" and, together with the Consolidated Quarterly Draft Accounts Accounts, the "“Draft Accounts"”). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; ; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's auditors; auditors of WEST and each other Managed Group Member; (v) arrange for, coordinate with and assist the Issuer Group's auditors of WEST and each other Managed Group Member in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's tax returns in conjunction with the Issuer Group's tax advisers after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 of Schedule 2.02(a); and (viii) compare the expected cash flows of the Issuer Group and the budgets to actual results.

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers Providers, WEST and the Issuer GroupSubsidiaries: (i) establish an accounting system and maintain the accounting ledgers of and for WEST and each Issuer Group Member Subsidiary in accordance with U.S. GAAP GAAP, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "“Ledgers"”); (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to WEST and the Issuer GroupSubsidiaries, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each such Quarter and Year, as applicable (the "“Consolidated Quarterly Draft Accounts"”); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 60 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 120 days after the end of such Year), with respect to WEST and the Issuer Group Subsidiaries on a combined basis and such of the Issuer WEST and the other Issuer Group Members Subsidiaries as are specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to WEST or such Issuer Group Member Subsidiary and draft statements of income and cash flows for such Quarter and Year, as applicable (the "“Consolidating Quarterly Draft Accounts" ” and, together with the Consolidated Quarterly Draft Accounts Accounts, the "“Draft Accounts"”). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's auditorsauditors of WEST and the Subsidiaries; (v) arrange for, coordinate with and assist the Issuer Group's auditors of WEST and the Subsidiaries in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's tax returns of WEST and the Subsidiaries in conjunction with the Issuer Group's tax advisers of WEST and the Subsidiaries after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law; (vii) liaise with the Servicer or Back-Up Servicer, as the case may be, for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 Sections 8.01 and 8.02 of Schedule 2.02(a)) of the Servicing Agreement or Back-Up Servicing Agreement, as the case may be; and (viii) compare the expected cash flows of the Issuer Group WEST and the budgets Subsidiaries and the Budgets to actual results; provided, however, that WEST and the Subsidiaries shall retain responsibility for the Ledgers and Draft Accounts, including all discretionary decisions and judgments relating to the preparation and maintenance thereof, and WEST and the Subsidiaries shall retain responsibility for its financial statements.

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers Providers, WEST and the Issuer Groupeach other Managed Group Member: (i) establish an accounting system and maintain the accounting ledgers of and for WEST and each Issuer other Managed Group Member in accordance with U.S. GAAP GAAP, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "“Ledgers"”);; [**] = 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. (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to the Issuer GroupWEST and each other Managed Group Member, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each such Quarter and Year, as applicable (the "“Consolidated Quarterly Draft Accounts"”); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 60 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 120 days after the end of such Year), with respect to the Issuer WEST and each other Managed Group Member on a combined basis and such of the Issuer WEST and the each other Issuer Managed Group Members Member as are specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to WEST or such Issuer Managed Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "Consolidating Quarterly Draft Accounts" and, together with the Consolidated Quarterly Draft Accounts Accounts, the "“Draft Accounts"”). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's auditorsauditors of WEST and each other Managed Group Member; (v) arrange for, coordinate with and assist the Issuer Group's auditors of WEST and each other Managed Group Member in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's tax returns of WEST and each other Managed Group Member in conjunction with the Issuer Group's tax advisers of WEST and each other Managed Group Member after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 Sections 8.01 and 8.02 of Schedule 2.02(a)) of the Servicing Agreement; and (viii) compare the expected cash flows of the Issuer WEST and each other Managed Group Member and the budgets Budgets to actual results; provided, however, that WEST and each other Managed Group Member shall retain responsibility for the Ledgers and Draft Accounts, including all discretionary decisions and judgments relating to the preparation and maintenance thereof, and WEST and each other Managed Group Member shall retain responsibility for its financial statements. [**] = 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.

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers Providers, WEST and the Issuer Groupeach other Managed Group Member: (i) establish an accounting system and maintain the accounting ledgers of and for WEST and each Issuer other Managed Group Member in accordance with U.S. GAAP GAAP, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "“Ledgers"”); (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to the Issuer GroupWEST and each other Managed Group Member, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each such Quarter and Year, as applicable (the "“Consolidated Quarterly Draft Accounts"”); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 60 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 120 days after the end of such Year), with respect to the Issuer WEST and each other Managed Group Member on a combined basis and such of the Issuer WEST and the each other Issuer Managed Group Members Member as are specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to WEST or such Issuer Managed Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "Consolidating Quarterly Draft Accounts" and, together with the Consolidated Quarterly Draft Accounts Accounts, the "“Draft Accounts"”). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's auditorsauditors of WEST and each other Managed Group Member; (v) arrange for, coordinate with and assist the Issuer Group's auditors of WEST and each other Managed Group Member in preparing annual audits;; [**] = 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. (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's tax returns of WEST and each other Managed Group Member in conjunction with the Issuer Group's tax advisers of WEST and each other Managed Group Member after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 Sections 8.01 and 8.02 of Schedule 2.02(a)) of the Servicing Agreement; and (viii) compare the expected cash flows of the Issuer WEST and each other Managed Group Member and the budgets Budgets to actual results; provided, however, that WEST and each other Managed Group Member shall retain responsibility for the Ledgers and Draft Accounts, including all discretionary decisions and judgments relating to the preparation and maintenance thereof, and WEST and each other Managed Group Member shall retain responsibility for its financial statements.

Management Accounts and Financial Statements. The Administrative Agent Manager shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent Manager and information provided by the Service Providers and the Issuer Group: (i) establish an accounting system and maintain the accounting ledgers of and for each Issuer Group Member in accordance with U.S. GAAP unless otherwise required by Applicable Law and specified by the Controlling Trustees Board (collectively, the "“Ledgers"”); (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 90 days after the end of such Year), with respect to the Issuer Group, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each Quarter and Year, as applicable (the "“Consolidated Quarterly Draft Accounts"”); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 days after the end of such Year), with respect to the Issuer Group on a combined basis and such of the Issuer and the other Issuer Group Members as specified by the Controlling Trustees Board in a written schedule provided to the Administrative Agent Manager (which schedule may be updated by the Controlling Trustees Board to the Administrative Agent Manager delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, ) a draft balance sheet and statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to such Issuer Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "“Consolidating Quarterly Draft Accounts" ” and, together with the Consolidated Quarterly Draft Accounts the "“Draft Accounts"”). The Controlling Trustees Board shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent Manager pursuant to this section; (iv) as required by the Controlling TrusteesBoard, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's ’s auditors; (v) arrange for, coordinate with and assist the Issuer Group's ’s auditors in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's ’s tax returns in conjunction with the Issuer Group's ’s tax advisers after submission to the Controlling Trustees Board to the extent required by the Controlling Trustees Board or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 of Schedule 2.02(a); and (viii) compare the expected cash flows of the Issuer Group and the budgets to actual results.

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers Providers, WEST and the Issuer GroupSubsidiaries: (i) establish an accounting system and maintain the accounting ledgers of and for WEST and each Issuer Group Member Subsidiary in accordance with U.S. GAAP GAAP, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "“Ledgers"”); (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to WEST and the Issuer GroupSubsidiaries, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each such Quarter and Year, as applicable (the "“Consolidated Quarterly Draft Accounts"”); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 60 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 120 days after the end of such Year), with respect to WEST and the Issuer Group Subsidiaries on a combined basis and such of the Issuer WEST and the other Issuer Group Members Subsidiaries as are specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to WEST or such Issuer Group Member Subsidiary and draft statements of income and cash flows for such Quarter and Year, as applicable (the "“Consolidating Quarterly Draft Accounts" ” and, together with the Consolidated Quarterly Draft Accounts Accounts, the "“Draft Accounts"”). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's auditorsauditors of WEST and the Subsidiaries; (v) arrange for, coordinate with and assist the Issuer Group's auditors of WEST and the Subsidiaries in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's tax returns of WEST and the Subsidiaries in conjunction with the Issuer Group's tax advisers of WEST and the Subsidiaries after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 Sections 8.01 and 8.02 of Schedule 2.02(a)) of the Servicing Agreement; and (viii) compare the expected cash flows of the Issuer Group WEST and the budgets Subsidiaries and the Budgets to actual results; provided, however, that WEST and the Subsidiaries shall retain responsibility for the Ledgers and Draft Accounts, including all discretionary decisions and judgments relating to the preparation and maintenance thereof, and WEST and the Subsidiaries shall retain responsibility for its financial statements.

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers and the Issuer MSAF Group: (i) establish an accounting system and maintain the accounting ledgers of and for each Issuer MSAF Group Member in accordance with U.S. GAAP accounting principles generally accepted in the United States, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "Ledgers"); (ii) prepare and deliver (within 40 [40] days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 [75] days after the end of such Year), with respect to the Issuer MSAF Group, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each Quarter and Year, as applicable (the "Consolidated Quarterly Draft Accounts"); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 days after the end of such Year), with respect to the Issuer MSAF Group on a combined basis and such of the Issuer MSAF and the other Issuer MSAF Group Members as specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to such Issuer MSAF Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "Consolidating Quarterly Draft Accounts" and, together with the Consolidated Quarterly Draft Accounts the "Draft Accounts"). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer MSAF Group's auditors; (v) arrange for, coordinate with and assist the Issuer MSAF Group's auditors in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer MSAF Group's tax returns in conjunction with the Issuer MSAF Group's tax advisers after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the weekly and monthly and quarterly reports in accordance with Section 9 Sections 8.01 and 8.02 of Schedule 2.02(a); and (viii) compare the expected cash flows of the Issuer MSAF Group and the budgets to actual results.

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers Providers, WEST and the Issuer Groupeach other Managed Group Member: (i) establish an accounting system and maintain the accounting ledgers of and for WEST and each Issuer other Managed Group Member in accordance with U.S. GAAP GAAP, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the "“Ledgers"”); (ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to the Issuer GroupWEST and each other Managed Group Member, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each such Quarter and Year, as applicable (the "“Consolidated Quarterly Draft Accounts"”); (iii) to the extent required by Applicable Law, prepare and deliver (within 40 60 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 120 days after the end of such Year), with respect to the Issuer WEST and each other Managed Group Member on a combined basis and such of the Issuer WEST and the each other Issuer Managed Group Members Member as are specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to WEST or such Issuer Managed Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "Consolidating Quarterly Draft Accounts" and, together with the Consolidated Quarterly Draft Accounts Accounts, the "“Draft Accounts"”). The Controlling Trustees shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling Trustees, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's auditorsauditors of WEST and each other Managed Group Member; (v) arrange for, coordinate with and assist the Issuer Group's auditors of WEST and each other Managed Group Member in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's tax returns of WEST and each other Managed Group Member in conjunction with the Issuer Group's tax advisers of WEST and each other Managed Group Member after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law;; [**] = 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. (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 Sections 8.01 and 8.02 of Schedule 2.02(a)) of the Servicing Agreement; and (viii) compare the expected cash flows of the Issuer WEST and each other Managed Group Member and the budgets Budgets to actual results; provided, however, that WEST and each other Managed Group Member shall retain responsibility for the Ledgers and Draft Accounts, including all discretionary decisions and judgments relating to the preparation and maintenance thereof, and WEST and each other Managed Group Member shall retain responsibility for its financial statements.

Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers and the Issuer Group: (i) establish an accounting system and maintain the accounting ledgers of and for each Issuer Group Member in accordance with U.S. GAAP unless otherwise required by Applicable Law and specified by the Controlling Trustees Board (collectively, the "“Ledgers"”); (ii) prepare and deliver to the Issuer, Policy Provider and the Initial Liquidity Facility Provider (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 90 days after the end of such Year), with respect to the Issuer Group, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each Quarter and Year, as applicable (the "“Consolidated Quarterly Draft Accounts"”); (iii) to the extent required by Applicable Law, prepare and deliver to the Issuer, Policy Provider and the Initial Liquidity Facility Provider (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 90 days after the end of such Year), with respect to the Issuer Group on a combined basis and such of the Issuer and the other Issuer Group Members as specified by the Controlling Trustees Board in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees Board to the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, ) a draft balance sheet and statement of changes in shareholders' ’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to such Issuer Group Member and draft statements of income and cash flows for such Quarter and Year, as applicable (the "“Consolidating Quarterly Draft Accounts" ” and, together with the Consolidated Quarterly Draft Accounts the "“Draft Accounts"”). The Controlling Trustees Board shall specify the applicable legal requirements mandating the preparation of such Consolidating Quarterly Draft Accounts in the written schedule provided to the Administrative Agent pursuant to this section; (iv) as required by the Controlling TrusteesBoard, arrange and manage the quarterly review of the Draft Accounts by the Issuer Group's ’s auditors; (v) arrange for, coordinate with and assist the Issuer Group's ’s auditors in preparing annual audits; (vi) prepare or arrange for the preparation of and arrange for the filing of the Issuer Group's ’s tax returns in conjunction with the Issuer Group's ’s tax advisers after submission to the Controlling Trustees Board to the extent required by the Controlling Trustees Board or Applicable Law; (vii) liaise with the Servicer for the purpose of preparing the monthly and quarterly reports in accordance with Section 9 of Schedule 2.02(a); and2.02 (a) to the Servicing Agreement; (viii) compare the expected cash flows of the Issuer Group and the budgets to actual results; and (ix) review and approve all disbursements requested by the Servicer under Section 7.3 of Schedule 2.02(a) of the Servicing Agreement.