BASIS (X) HAVE A WEIGHTED AVERAGE LIFE THAT IS
LESS THAN THE REMAINING WEIGHTED AVERAGE LIFE OF ANY SERIES OF NOTES THEN
OUTSTANDING AND (Y) PROVIDE FOR MINIMUM PRINCIPAL PAYMENT AMOUNTS AND SCHEDULED
PRINCIPAL PAYMENT AMOUNTS DURING THE PERIOD OF SUCH REMAINING WEIGHTED AVERAGE
LIFE THAT ARE MORE THAN THE MINIMUM PRINCIPAL PAYMENT AMOUNTS AND SCHEDULED
PRINCIPAL PAYMENT AMOUNTS THAT WOULD BE PAYABLE UNDER THE LEVEL AMORTIZATION
DESCRIBED IN CLAUSE (A).
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01
RATIFICATION OF INDENTURE.
AS
SUPPLEMENTED BY THIS SUPPLEMENT, THE INDENTURE IS IN ALL RESPECTS RATIFIED AND
CONFIRMED AND THE INDENTURE AS SO SUPPLEMENTED BY THIS SUPPLEMENT SHALL BE READ,
TAKEN AND CONSTRUED AS ONE AND THE SAME INSTRUMENT.
SECTION 6.02
COUNTERPARTS.
THIS SUPPLEMENT MAY
BE EXECUTED IN TWO OR MORE COUNTERPARTS, AND BY DIFFERENT PARTIES ON SEPARATE
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 6.03
GOVERNING LAW.
THIS SUPPLEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT
OTHERWISE WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
SECTION 6.04
NOTICES TO RATING AGENCIES.
WHENEVER ANY NOTICE OR OTHER COMMUNICATION IS REQUIRED TO BE GIVEN TO THE RATING
AGENCIES PURSUANT TO THE INDENTURE OR THIS SUPPLEMENT, SUCH NOTICE OR
COMMUNICATION SHALL BE DELIVERED AS FOLLOWS: (I) TO MOODY'S AT MOODY'S INVESTORS
SERVICE, INC., 99 CHURCH STREET, NEW YORK, NEW YORK 10004, ATTENTION: ABS
MONITORING GROUP AND (II) IF TO FITCH AT ONE STATE STREET PLAZA, NEW YORK, NEW
YORK 10004, ATTENTION: [
].
ANY RIGHTS TO NOTICES
CONVEYED TO A RATING AGENCY PURSUANT TO THE TERMS OF THIS SUPPLEMENT SHALL
TERMINATE IMMEDIATELY IF SUCH RATING AGENCY NO LONGER HAS A RATING OUTSTANDING
WITH RESPECT TO THE SERIES A2 NOTES.
21
SECTION 6.05
STATUTORY REFERENCES.
REFERENCES IN
THIS SUPPLEMENT AND ANY OTHER SERIES A2 TRANSACTION DOCUMENT TO ANY SECTION OF
THE UNIFORM COMMERCIAL CODE OR THE UCC SHALL MEAN, ON OR AFTER THE EFFECTIVE
DATE OF ADOPTION OF ANY REVISION TO THE UNIFORM COMMERCIAL CODE OR THE UCC IN
THE APPLICABLE JURISDICTION, SUCH REVISED OR SUCCESSOR SECTION THERETO.
SECTION 6.06
NO PROCEEDINGS.
THE INDENTURE
TRUSTEE AGREES THAT SO LONG AS ANY COMMERCIAL PAPER NOTES ISSUED BY A SERIES A2
NOTEHOLDER TO FINANCE ITS LOAN TO WEST SHALL BE OUTSTANDING OR THERE SHALL NOT
HAVE ELAPSED ONE YEAR PLUS ONE DAY SINCE THE LAST DAY ON WHICH ANY OF THE SUCH
COMMERCIAL PAPER NOTES SHALL HAVE BEEN OUTSTANDING, IT SHALL NOT FILE, OR JOIN
IN THE FILING OF, A PETITION AGAINST SUCH SERIES A2 NOTEHOLDER UNDER THE FEDERAL
BANKRUPTCY CODE, OR JOIN IN THE COMMENCEMENT OF ANY BANKRUPTCY, REORGANIZATION,
ARRANGEMENT, INSOLVENCY, LIQUIDATION OR OTHER SIMILAR PROCEEDING AGAINST SUCH
SERIES A2 NOTEHOLDER.
SECTION 6.07
AMENDMENTS AND MODIFICATIONS.
THE
TERMS OF THIS SUPPLEMENT MAY BE WAIVED, MODIFIED OR AMENDED ONLY