WHEN (I) WEST DELIVERS TO THE INDENTURE
TRUSTEE ALL OUTSTANDING NOTES (OTHER THAN NOTES REPLACED PURSUANT TO
SECTION 2.08 HEREOF) FOR CANCELLATION OR (II) ALL OUTSTANDING NOTES HAVE BECOME
DUE AND PAYABLE, WHETHER AT MATURITY OR AS A RESULT OF THE MAILING OF A
REDEMPTION NOTICE PURSUANT TO SECTION 3.17(D) HEREOF AND WEST IRREVOCABLY
DEPOSITS IN THE REDEMPTION/DEFEASANCE ACCOUNT FUNDS SUFFICIENT TO PAY AT
MATURITY, OR UPON REDEMPTION OF, ALL OUTSTANDING NOTES, INCLUDING INTEREST
THEREON TO MATURITY OR THE REDEMPTION DATE (OTHER THAN NOTES REPLACED PURSUANT
TO SECTION 2.08 HEREOF), AND IF IN EITHER CASE WEST PAYS ALL OTHER SUMS PAYABLE
HEREUNDER BY WEST, THEN THIS INDENTURE SHALL, SUBJECT TO SECTION 12.01(C), CEASE
TO BE OF FURTHER EFFECT.
THE INDENTURE TRUSTEE SHALL ACKNOWLEDGE SATISFACTION
AND DISCHARGE OF THIS INDENTURE ON DEMAND OF WEST ACCOMPANIED BY AN OFFICERS'
CERTIFICATE AND AN OPINION OF COUNSEL, AT THE COST AND EXPENSE OF WEST, TO THE
EFFECT THAT ANY CONDITIONS PRECEDENT TO A DISCHARGE OF THIS INDENTURE HAVE BEEN
MET.
(B)
SUBJECT TO SECTIONS 12.01(C) AND 12.02, WEST
AT ANY TIME MAY TERMINATE (I) ALL ITS OBLIGATIONS UNDER THE NOTES OR ANY
CLASS OR SERIES OF NOTES AND THIS INDENTURE (THE "LEGAL DEFEASANCE" OPTION) OR
(II) ITS OBLIGATIONS UNDER SECTIONS 5.02, 5.03, 5.04 AND 4.01 (OTHER THAN WITH
RESPECT TO A FAILURE TO COMPLY WITH SECTIONS 4.01(A), 4.01(B), 4.01(C),
4.01(F) (ONLY WITH RESPECT TO WEST) AND 4.01(G) (ONLY WITH RESPECT TO WEST))
(THE "COVENANT DEFEASANCE" OPTION).
WEST MAY EXERCISE ITS LEGAL DEFEASANCE
OPTION NOTWITHSTANDING ITS PRIOR EXERCISE OF ITS COVENANT DEFEASANCE OPTION.
If WEST exercises its legal defeasance option, payment of any Notes subject to
such legal defeasance may not be accelerated because of an Event of Default.
If
WEST exercises its covenant defeasance option, payment of the Notes may not be
accelerated because of an Event of Default (other than with respect to a failure
to comply with Section 5.02(j), 4.01(a), 4.01(b), 4.01(c), 4.01(f) and 4.01(g)).
Upon satisfaction of the conditions set forth herein and upon request of WEST,
the Indenture Trustee shall acknowledge in writing the discharge of those
obligations that WEST terminates.
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(C)
NOTWITHSTANDING CLAUSES (A) AND (B) ABOVE,
WEST'S OBLIGATIONS IN SECTIONS 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
2.09, 5.02(J), ARTICLE VI, SECTIONS 8.01, 12.04, 12.05 AND 12.06 SHALL SURVIVE
UNTIL ALL THE NOTES HAVE BEEN PAID IN FULL.
THEREAFTER, WEST'S OBLIGATIONS IN
SECTIONS 8.01, 12.05 AND 13.07 SHALL SURVIVE.
Section 12.02
Conditions to Defeasance.
WEST may exercise its legal defeasance option or its covenant defeasance option
only if:
(A)
WEST IRREVOCABLY DEPOSITS IN TRUST IN THE
REDEMPTION/DEFEASANCE ACCOUNT ANY ONE OR ANY COMBINATION OF (A) MONEY,
(B) OBLIGATIONS OF, AND SUPPORTED BY THE FULL FAITH AND CREDIT OF, THE U.S.
GOVERNMENT ("U.S. GOVERNMENT OBLIGATIONS") OR (C) OBLIGATIONS OF CORPORATE
ISSUERS ("CORPORATE OBLIGATIONS") (PROVIDED THAT ANY SUCH CORPORATE OBLIGATIONS
ARE RATED AA+, OR THE EQUIVALENT, OR HIGHER, BY THE RATING AGENCIES AT SUCH TIME
AND SHALL NOT HAVE A MATURITY OF LONGER THAN THREE (3) YEARS