TERMS THEREOF BE MODIFIED OR AMENDED WITHOUT THE CONSENT OF EACH NOTEHOLDER
AFFECTED THEREBY, RESCIND AND ANNUL SUCH DECLARATION AND THEREBY ANNUL ITS
CONSEQUENCES IF, (1) THERE HAS BEEN PAID TO OR DEPOSITED WITH THE SECURITY
TRUSTEE AN AMOUNT SUFFICIENT TO PAY ALL OVERDUE INSTALLMENTS OF INTEREST ON THE
NOTES, AND THE PRINCIPAL OF AND PREMIUM, IF ANY, ON THE NOTES THAT 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;
(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
110
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