would have become due otherwise than by such declaration of acceleration,
(2) the rescission would not conflict with any judgment or decree, and (3) all
other defaults and Events of Default, other than nonpayment of interest and
principal on the Notes that have become due solely because of such acceleration,
have been cured or waived.
(b)
If an Event of Default shall occur and be
continuing, the Indenture Trustee shall, if instructed, in writing, by the
Control Parties representing a majority of the Outstanding Principal Balance of
all Senior Series, do any of the following, provided that the Indenture Trustee
shall dispose of the Engines or the Stock of the WEST Subsidiaries only if it
has received a Collateral Liquidation Notice, and subject to such Control
Parties giving such directions in a commercially reasonable manner:
(I)
INSTITUTE ANY PROCEEDINGS, IN ITS OWN
NAME AND AS TRUSTEE OF AN EXPRESS TRUST, FOR THE COLLECTION OF ALL AMOUNTS THEN
DUE AND PAYABLE ON THE NOTES OF ALL SERIES OR UNDER THIS INDENTURE OR THE
RELATED SUPPLEMENT WITH RESPECT THERETO, WHETHER BY DECLARATION OR OTHERWISE,
ENFORCE ANY JUDGMENT OBTAINED, AND COLLECT FROM THE COLLATERAL AND ANY OTHER
ASSETS OF WEST ANY MONEYS ADJUDGED DUE;
92
(II)
SUBJECT TO THE QUIET ENJOYMENT RIGHTS OF
ANY LESSEE OF AN ENGINE, DIRECT THE SECURITY TRUSTEE TO SELL, HOLD OR LEASE THE
COLLATERAL OR ANY PORTION THEREOF OR RIGHTS OR INTEREST THEREIN, AT ONE OR MORE
PUBLIC OR PRIVATE TRANSACTIONS CONDUCTED IN ANY MANNER PERMITTED BY LAW;
PROVIDED THAT, THE INDENTURE TRUSTEE SHALL INCUR NO LIABILITY AS A RESULT OF THE
SALE OF THE COLLATERAL OR ANY PART THEREOF AT ANY SALE PURSUANT TO THIS SECTION
4.02 AND THE SECURITY TRUST AGREEMENT CONDUCTED IN A COMMERCIALLY REASONABLE
MANNER, AND EACH OF WEST AND THE OTHER WEST GROUP MEMBERS HEREBY WAIVES ANY
CLAIMS AGAINST THE INDENTURE TRUSTEE OR THE SECURITY TRUSTEE ARISING BY REASON
OF THE FACT THAT THE PRICE AT WHICH THE COLLATERAL MAY HAVE BEEN SOLD AT SUCH
SALE WAS LESS THAN THE PRICE THAT MIGHT HAVE BEEN OBTAINED, EVEN IF THE
INDENTURE TRUSTEE DIRECTS THE SECURITY TRUSTEE TO ACCEPT THE FIRST OFFER
RECEIVED AND DOES NOT REQUIRE THE SECURITY TRUSTEE TO OFFER THE COLLATERAL TO
MORE THAN ONE OFFEREE.
(III)
DIRECT THE SECURITY TRUSTEE TO INSTITUTE ANY
PROCEEDINGS FROM TIME TO TIME FOR THE COMPLETE OR PARTIAL FORECLOSURE OF THE
ENCUMBRANCE CREATED BY THIS INDENTURE, THE SECURITY TRUST AGREEMENT AND THE
ENGINE MORTGAGES WITH RESPECT TO THE COLLATERAL;
(IV)
INSTITUTE SUCH OTHER APPROPRIATE PROCEEDINGS
TO PROTECT AND ENFORCE ANY OTHER RIGHTS, WHETHER FOR THE SPECIFIC ENFORCEMENT OF
ANY COVENANT OR AGREEMENT IN THE INDENTURE OR IN AID OF THE EXERCISE OF ANY
POWER GRANTED HEREIN, OR TO ENFORCE ANY OTHER PROPER REMEDY;
(V)
DIRECT THE SECURITY TRUSTEE TO EXERCISE ANY
REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE OR ANY APPLICABLE
LAW AND TAKE ANY OTHER APPROPRIATE ACTION TO PROTECT AND ENFORCE THE RIGHTS AND
REMEDIES OF THE INDENTURE TRUSTEE OR THE