CORPORATION INTO WHICH THE INDENTURE TRUSTEE MAY BE MERGED OR
CONVERTED OR WITH WHICH IT MAY BE CONSOLIDATED, OR ANY CORPORATION RESULTING
FROM ANY MERGER, CONVERSION OR CONSOLIDATION TO WHICH THE INDENTURE TRUSTEE
SHALL BE A PARTY, OR ANY CORPORATION TO WHICH SUBSTANTIALLY ALL THE BUSINESS OF
THE INDENTURE TRUSTEE MAY BE TRANSFERRED, SHALL, SUBJECT TO THE TERMS OF
PARAGRAPH (D) OF THIS SECTION, BE THE INDENTURE TRUSTEE UNDER THIS INDENTURE
WITHOUT FURTHER ACT.
ARTICLE VIII
INDEMNITY
SECTION 8.01
INDEMNITY. WEST SHALL INDEMNIFY THE INDENTURE TRUSTEE (AND ITS
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) FOR, AND HOLD IT HARMLESS FROM AND
AGAINST, ANY LOSS, LIABILITY, CLAIM, OBLIGATION, DAMAGE, INJURY, PENALTIES,
ACTIONS, SUITS, JUDGMENTS OR EXPENSE (INCLUDING ATTORNEY'S FEES AND EXPENSES)
INCURRED BY IT WITHOUT NEGLIGENCE OR BAD FAITH ON ITS PART, ARISING OUT OF OR IN
CONNECTION WITH THE ACCEPTANCE OR ADMINISTRATION OF THIS INDENTURE AND ITS
DUTIES UNDER THIS INDENTURE AND THE NOTES, INCLUDING THE COSTS AND EXPENSES OF
DEFENDING ITSELF AGAINST ANY CLAIM OR LIABILITY AND OF COMPLYING WITH ANY
PROCESS SERVED UPON IT OR ANY OF ITS OFFICERS IN CONNECTION WITH THE EXERCISE OR
PERFORMANCE OF ANY OF ITS POWERS OR DUTIES AND HOLD IT HARMLESS AGAINST, ANY
LOSS, LIABILITY OR REASONABLE EXPENSE INCURRED WITHOUT NEGLIGENCE OR BAD FAITH
ON ITS PART, ARISING OUT OF OR IN CONNECTION WITH ACTIONS TAKEN OR OMITTED TO BE
TAKEN IN RELIANCE ON ANY OFFICER'S CERTIFICATE FURNISHED HEREUNDER, OR THE
FAILURE TO FURNISH ANY SUCH OFFICERS' CERTIFICATE REQUIRED TO BE FURNISHED
HEREUNDER.
THE INDENTURE TRUSTEE SHALL NOTIFY THE HOLDERS, WEST AND THE
SERVICER AND, IN THE CASE OF ANY SUCH CLAIM IN EXCESS OF 5% OF THE APPRAISED
VALUE OF THE PORTFOLIO, THE RATING AGENCIES, PROMPTLY OF ANY CLAIM ASSERTED
AGAINST
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THE INDENTURE TRUSTEE FOR WHICH IT MAY SEEK INDEMNITY; PROVIDED, HOWEVER, THAT
FAILURE TO PROVIDE SUCH NOTICE SHALL NOT INVALIDATE ANY RIGHT TO INDEMNITY
HEREUNDER EXCEPT TO THE EXTENT WEST IS PREJUDICED BY SUCH DELAY. WEST SHALL
DEFEND THE CLAIM AND THE INDENTURE TRUSTEE SHALL COOPERATE IN THE DEFENSE
[UNLESS THE INDENTURE TRUSTEE DETERMINES THAT AN ACTUAL OR POTENTIAL CONFLICT OF
INTEREST EXISTS, IN WHICH CASE THE INDENTURE TRUSTEE SHALL BE ENTITLED TO RETAIN
SEPARATE COUNSEL AND WEST SHALL PAY THE REASONABLE FEES AND EXPENSES OF SUCH
COUNSEL].
WEST NEED NOT PAY FOR ANY SETTLEMENTS MADE WITHOUT ITS CONSENT;
PROVIDED THAT SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
WEST NEED NOT
REIMBURSE ANY EXPENSE OR INDEMNITY AGAINST ANY LOSS OR LIABILITY INCURRED BY THE
INDENTURE TRUSTEE THROUGH NEGLIGENCE OR BAD FAITH.
SECTION 8.02
NOTEHOLDERS' INDEMNITY. THE INDENTURE TRUSTEE SHALL BE ENTITLED,
SUBJECT TO SUCH INDENTURE TRUSTEE'S DUTY DURING A DEFAULT TO ACT WITH THE
REQUIRED STANDARD OF CARE, TO BE INDEMNIFIED BY THE HOLDERS OF THE APPLICABLE
SERIES OF THE NOTES BEFORE PROCEEDING TO EXERCISE ANY RIGHT OR POWER UNDER THIS
INDENTURE OR THE SERVICING AGREEMENT AT THE REQUEST OR DIRECTION OF SUCH
HOLDERS.
SECTION 8.03
SURVIVAL. THE PROVISIONS OF SECTIONS 8.01 AND 8.02 HEREOF SHALL
SURVIVE THE TERMINATION