OF THIS INDENTURE OR THE EARLIER RESIGNATION OR REMOVAL
OF THE INDENTURE TRUSTEE.
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.01
SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF THE NOTEHOLDERS.
(A)
WITHOUT THE CONSENT OF ANY HOLDER AND BASED ON AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE INDENTURE TRUSTEE TO
THE EFFECT THAT SUCH SUPPLEMENT IS FOR ONE OF THE PURPOSES SET FORTH IN CLAUSES
(I) THROUGH (VIII) BELOW, WEST AND THE INDENTURE TRUSTEE, AT ANY TIME AND FROM
TIME TO TIME, MAY ENTER INTO ONE OR MORE SUPPLEMENTS FOR ANY OF THE FOLLOWING
PURPOSES:
(I)
TO ADD TO THE COVENANTS OF WEST IN THE INDENTURE FOR THE BENEFIT
OF THE HOLDERS OF ALL SERIES THEN OUTSTANDING, OR TO SURRENDER ANY RIGHT OR
POWER CONFERRED UPON WEST IN THE INDENTURE;
(II)
TO CURE ANY AMBIGUITY, TO CORRECT OR SUPPLEMENT ANY PROVISION IN
THIS INDENTURE WHICH MAY BE INCONSISTENT WITH ANY OTHER PROVISION IN THIS
INDENTURE, OR TO MAKE ANY OTHER PROVISIONS WITH RESPECT TO MATTERS OR QUESTIONS
ARISING UNDER THIS INDENTURE THAT DO NOT MATERIALLY ADVERSELY AFFECT THE
NOTEHOLDERS;
(III)
TO CORRECT OR AMPLIFY THE DESCRIPTION OF ANY PROPERTY AT ANY TIME
SUBJECT TO THE ENCUMBRANCE OF THIS INDENTURE OR THE SECURITY TRUST AGREEMENT, OR
TO BETTER ASSURE, CONVEY AND CONFIRM UNTO THE INDENTURE TRUSTEE ANY PROPERTY
SUBJECT OR REQUIRED TO BE SUBJECT TO THE ENCUMBRANCE OF THIS INDENTURE, OR TO
SUBJECT ADDITIONAL PROPERTY TO THE ENCUMBRANCE OF THIS INDENTURE OR THE SECURITY
TRUST AGREEMENT;
122
(IV)
TO ADD TO THE CONDITIONS, LIMITATIONS AND RESTRICTIONS ON THE
AUTHORIZED AMOUNT, TERMS AND PURPOSES OF ISSUE, AUTHENTICATION AND DELIVERY OF
THE NOTES, AS HEREIN SET FORTH, OR ADDITIONAL CONDITIONS, LIMITATIONS AND
RESTRICTIONS THEREAFTER TO BE OBSERVED BY WEST;
(V)
TO CONVEY, TRANSFER, ASSIGN, MORTGAGE OR PLEDGE ANY ADDITIONAL
PROPERTY TO OR WITH THE INDENTURE TRUSTEE;
(VI)
TO EVIDENCE THE SUCCESSION OF THE INDENTURE TRUSTEE;
(VII)
TO ADD ANY ADDITIONAL EARLY AMORTIZATION EVENTS OR, SUBJECT TO A
RATING AGENCY CONFIRMATION, EVENTS OF DEFAULT; OR
(VIII)
TO INCREASE THE MAXIMUM PRINCIPAL BALANCE OF THE SERIES A-2 NOTES
AND THE SERIES B-2 NOTES ISSUED ON THE INITIAL CLOSING DATE TO AN AMOUNT NOT TO
EXCEED $150,000,000 AND $21,428,521, RESPECTIVELY, SUBJECT TO A RATING AGENCY
CONFIRMATION.
(B)
PROMPTLY AFTER THE EXECUTION BY WEST AND THE INDENTURE TRUSTEE OF
ANY SUPPLEMENT PURSUANT TO THIS SECTION, WEST SHALL MAIL TO THE HOLDERS OF ALL
NOTES THEN OUTSTANDING, EACH RATING AGENCY, AND EACH ELIGIBLE INTEREST RATE
HEDGE COUNTERPARTY, A NOTICE SETTING FORTH IN GENERAL TERMS THE SUBSTANCE OF
SUCH SUPPLEMENT, TOGETHER WITH A COPY OF THE TEXT OF SUCH SUPPLEMENT.
ANY
FAILURE OF WEST TO MAIL SUCH NOTICE, OR ANY DEFECT THEREIN, SHALL NOT, HOWEVER,
IN ANY WAY IMPAIR OR AFFECT THE VALIDITY OF ANY SUCH SUPPLEMENT.
SECTION 9.02
SUPPLEMENTAL INDENTURES WITH THE CONSENT OF NOTEHOLDERS.
(A)
WITH THE CONSENT OF A REQUISITE MAJORITY, WEST AND THE INDENTURE
TRUSTEE MAY ENTER INTO A SUPPLEMENT HERETO FOR THE PURPOSE OF ADDING ANY
PROVISIONS TO OR CHANGING IN