the Noteholders.
(A)
WITHOUT THE CONSENT OF ANY HOLDER AND BASED
ON AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
INDENTURE TRUSTEE TO THE EFFECT THAT SUCH SUPPLEMENT IS FOR ONE OF THE PURPOSES
SET FORTH IN CLAUSES (I) THROUGH (VIII) BELOW, WEST AND THE INDENTURE TRUSTEE,
AT ANY TIME AND FROM TIME TO TIME, MAY ENTER INTO ONE OR MORE SUPPLEMENTS FOR
ANY OF THE FOLLOWING PURPOSES:
(I)
TO ADD TO THE COVENANTS OF WEST IN THE
INDENTURE FOR THE BENEFIT OF THE HOLDERS OF ALL SERIES THEN OUTSTANDING, OR TO
SURRENDER ANY RIGHT OR POWER CONFERRED UPON WEST IN THE INDENTURE;
(II)
TO CURE ANY AMBIGUITY, TO CORRECT OR
SUPPLEMENT ANY PROVISION IN THIS INDENTURE WHICH MAY BE INCONSISTENT WITH ANY
OTHER PROVISION IN THIS INDENTURE, OR TO MAKE ANY OTHER PROVISIONS WITH RESPECT
TO MATTERS OR QUESTIONS ARISING UNDER THIS INDENTURE THAT DO NOT MATERIALLY
ADVERSELY AFFECT THE NOTEHOLDERS;
(III)
TO CORRECT OR AMPLIFY THE DESCRIPTION OF ANY
PROPERTY AT ANY TIME SUBJECT TO THE ENCUMBRANCE OF THIS INDENTURE OR THE
SECURITY TRUST AGREEMENT, OR TO BETTER ASSURE, CONVEY AND CONFIRM UNTO THE
INDENTURE TRUSTEE ANY PROPERTY SUBJECT OR REQUIRED TO BE SUBJECT TO THE
ENCUMBRANCE OF THIS INDENTURE, OR TO SUBJECT ADDITIONAL PROPERTY TO THE
ENCUMBRANCE OF THIS INDENTURE OR THE SECURITY TRUST AGREEMENT;
(IV)
TO ADD TO THE CONDITIONS, LIMITATIONS AND
RESTRICTIONS ON THE AUTHORIZED AMOUNT, TERMS AND PURPOSES OF ISSUE,
AUTHENTICATION AND DELIVERY OF THE NOTES, AS HEREIN SET FORTH, OR ADDITIONAL
CONDITIONS, LIMITATIONS AND RESTRICTIONS THEREAFTER TO BE OBSERVED BY WEST;
(V)
TO CONVEY, TRANSFER, ASSIGN, MORTGAGE OR
PLEDGE ANY ADDITIONAL PROPERTY TO OR WITH THE INDENTURE TRUSTEE;
(VI)
TO EVIDENCE THE SUCCESSION OF THE INDENTURE
TRUSTEE;
(VII)
SUBJECT TO A RATING AGENCY CONFIRMATION AND WITH
THE PRIOR WRITTEN CONSENT OF THE SENIOR LIQUIDITY PROVIDER, TO ADD ANY
ADDITIONAL EVENTS OF DEFAULT;
(VIII)
TO INCREASE THE MAXIMUM PRINCIPAL BALANCE OF THE
SERIES A-2 NOTES AND THE SERIES B-2 NOTES ISSUED ON THE INITIAL CLOSING DATE TO
AN AMOUNT NOT TO EXCEED $150,000,000 AND $21,428,521, RESPECTIVELY, SUBJECT TO A
RATING AGENCY CONFIRMATION; OR
(IX)
TO ISSUE ANY ADDITIONAL SERIES OF NOTES IN
COMPLIANCE WITH SECTIONS 2.10 AND 5.02(C) HEREOF.
(B)
PROMPTLY AFTER THE EXECUTION BY WEST AND THE
INDENTURE TRUSTEE OF ANY SUPPLEMENT PURSUANT TO THIS SECTION, WEST SHALL MAIL TO
THE HOLDERS OF ALL NOTES THEN OUTSTANDING, THE SENIOR LIQUIDITY PROVIDER, EACH
RATING AGENCY, AND EACH ELIGIBLE INTEREST RATE HEDGE COUNTERPARTY, A NOTICE
SETTING FORTH IN GENERAL TERMS THE SUBSTANCE OF SUCH SUPPLEMENT,
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TOGETHER WITH A COPY OF THE TEXT OF SUCH SUPPLEMENT.
ANY FAILURE OF WEST TO
MAIL SUCH NOTICE, OR ANY DEFECT THEREIN, SHALL NOT, HOWEVER, IN ANY WAY IMPAIR
OR AFFECT THE VALIDITY OF ANY SUCH SUPPLEMENT.
Section 9.02
Supplemental Indentures with the
Consent of Noteholders.
(A)
WITH THE CONSENT OF A REQUISITE MAJORITY
AND THE SENIOR LIQUIDITY PROVIDER, WEST AND THE INDENTURE TRUSTEE MAY ENTER INTO
A SUPPLEMENT HERETO FOR THE PURPOSE OF