WHICH, UNDER THE TERMS OF THE INDENTURE, SHOULD
HAVE BEEN PAID TO OR ON BEHALF OF THE SENIOR CLAIMANT AND TO PAY OVER SUCH
AMOUNTS TO THE INDENTURE TRUSTEE FOR APPLICATION AS PROVIDED IN SECTION 3.14
HEREOF.
(B)
IF ANY SENIOR CLAIMANT RECEIVES ANY PAYMENT
IN RESPECT OF ANY SENIOR CLAIM WHICH IS SUBSEQUENTLY INVALIDATED, DECLARED
PREFERENTIAL, SET ASIDE AND/OR REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER OR
OTHER PARTY, THEN, TO THE EXTENT SUCH PAYMENT IS SO INVALIDATED, DECLARED
PREFERENTIAL, SET ASIDE AND/OR REQUIRED TO BE REPAID, SUCH SENIOR CLAIM SHALL BE
REVIVED AND CONTINUE IN FULL FORCE AND EFFECT, AND SHALL BE ENTITLED TO THE
BENEFITS OF THIS ARTICLE XI, ALL AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED.
(C)
EACH NOTEHOLDER, BY ITS ACCEPTANCE OF A
NOTE, AND EACH OTHER PAYEE PURSUANT TO SECTION 3.14, BY ENTERING INTO THE
RELATED DOCUMENT TO WHICH IT IS A PARTY, AUTHORIZES AND EXPRESSLY DIRECTS THE
INDENTURE TRUSTEE ON ITS BEHALF TO TAKE SUCH ACTION AS MAY BE NECESSARY OR
APPROPRIATE TO EFFECTUATE THE SUBORDINATION PROVIDED IN THIS ARTICLE XI, AND
APPOINTS THE INDENTURE TRUSTEE ITS ATTORNEY-IN-FACT FOR SUCH PURPOSES,
INCLUDING, IN THE EVENT OF ANY DISSOLUTION, WINDING UP, LIQUIDATION OR
REORGANIZATION OF WEST (WHETHER IN BANKRUPTCY, INSOLVENCY, RECEIVERSHIP,
REORGANIZATION OR SIMILAR PROCEEDINGS OR UPON AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS OR OTHERWISE) ANY ACTIONS TENDING TOWARDS LIQUIDATION OF THE PROPERTY
AND ASSETS OF WEST OR THE FILING OF A CLAIM FOR THE UNPAID BALANCE OF ITS NOTES
IN THE FORM REQUIRED IN THOSE PROCEEDINGS.
(D)
NO RIGHT OF ANY HOLDER OF ANY SENIOR CLAIM
TO ENFORCE THE SUBORDINATION OF ANY SUBORDINATED CLAIM SHALL BE IMPAIRED BY AN
ACT OR FAILURE TO ACT BY WEST OR THE INDENTURE TRUSTEE OR BY ANY FAILURE BY
EITHER WEST OR THE INDENTURE TRUSTEE TO COMPLY WITH THIS INDENTURE, UNLESS SUCH
FAILURE SHALL MATERIALLY PREJUDICE THE RIGHTS OF THE SUBORDINATED CLAIMANT.
(E)
EACH NOTEHOLDER, BY ACCEPTING A NOTE, AND
EACH OTHER PAYEE PURSUANT TO SECTION 3.14, BY ENTERING INTO THE RELATED DOCUMENT
TO WHICH IT IS A PARTY, ACKNOWLEDGES AND AGREES THAT THE FOREGOING SUBORDINATION
PROVISIONS ARE, AND ARE INTENDED TO BE, AN INDUCEMENT AND A CONSIDERATION TO
EACH HOLDER OF ANY SENIOR CLAIM, WHETHER SUCH SENIOR CLAIM WAS CREATED OR
ACQUIRED BEFORE OR AFTER THE ISSUANCE OF SUCH HOLDER'S CLAIM, TO ACQUIRE AND
CONTINUE TO HOLD SUCH SENIOR CLAIM AND SUCH HOLDER OF ANY SENIOR CLAIM SHALL BE
DEEMED CONCLUSIVELY TO HAVE RELIED ON SUCH SUBORDINATION PROVISIONS IN ACQUIRING
AND CONTINUING TO HOLD SUCH SENIOR CLAIM.
147
(F)
THE NOTEHOLDERS OF EACH SERIES SHALL HAVE
THE RIGHT TO RECEIVE, TO THE EXTENT NECESSARY TO MAKE THE REQUIRED PAYMENTS WITH
RESPECT TO THE NOTES OF SUCH SERIES AT THE TIMES AND IN THE AMOUNTS SPECIFIED IN
THE RELATED SUPPLEMENT, (I) THE PORTION OF COLLECTIONS ALLOCABLE TO NOTEHOLDERS
OF SUCH SERIES PURSUANT TO THIS INDENTURE AND THE RELATED SUPPLEMENT, (II) FUNDS
ON DEPOSIT IN THE SENIOR RESTRICTED CASH ACCOUNT (IN RESPECT OF THE