THE AMOUNT TRANSFERRED FROM THE SENIOR RESTRICTED
CASH ACCOUNT TO THE SERIES ACCOUNT FOR THE SERIES 2005-A2 NOTES PURSUANT TO
SECTION 3.04(A) TO THE PAYMENT OF THE PRINCIPAL AMOUNT OF THE SERIES 2005-A2
WAREHOUSE NOTES (SUCH PAYMENT, THE "WAREHOUSE NOTE REDEMPTION"). WEST SHALL
INSTRUCT THE ADMINISTRATIVE AGENT TO CALCULATE THE STATED INTEREST AMOUNT FOR
THE SERIES 2005-A2 WAREHOUSE NOTES DUE ON THE NEXT SUCCEEDING PAYMENT DATE (OR,
IF EARLIER, THE REDEMPTION DATE ON WHICH THE SERIES
2005-A2 WAREHOUSE NOTES ARE
THE SUBJECT OF A REFINANCING) ON THE BASIS OF THE OUTSTANDING PRINCIPAL BALANCE
OF SUCH NOTES BEFORE AND AFTER THE EFFECTIVE DATE.
Section 3.17
Procedure for Redemptions.
(A)
METHOD OF REDEMPTION.
IN THE CASE OF ANY
REDEMPTION IN WHOLE (OTHER THAN A TAX REDEMPTION), WEST WILL DEPOSIT, OR WILL
CAUSE TO BE DEPOSITED, IN THE REDEMPTION/DEFEASANCE ACCOUNT AN AMOUNT EQUAL TO
THE REDEMPTION PRICE.
ONCE A REDEMPTION NOTICE IN RESPECT OF A REDEMPTION IN
WHOLE IS PUBLISHED, EACH SERIES OF NOTES TO WHICH SUCH REDEMPTION NOTICE APPLIES
WILL BECOME DUE AND PAYABLE ON THE REDEMPTION DATE STATED IN SUCH REDEMPTION
NOTICE AT ITS REDEMPTION PRICE.
ALL NOTES WHICH ARE REDEEMED WILL BE
SURRENDERED TO THE INDENTURE TRUSTEE FOR CANCELLATION AND ACCORDINGLY MAY NOT BE
REISSUED OR RESOLD.
(B)
DEPOSIT OF REDEMPTION AMOUNT.
ON OR BEFORE
ANY REDEMPTION DATE IN RESPECT OF A REDEMPTION UNDER SECTION 3.16, WEST SHALL,
TO THE EXTENT AN AMOUNT EQUAL TO THE REDEMPTION PRICE OF THE NOTES TO BE
REDEEMED AND ANY TRANSACTION EXPENSES AS OF THE
100
REDEMPTION DATE IS NOT THEN HELD BY WEST OR ON DEPOSIT IN THE
REDEMPTION/DEFEASANCE ACCOUNT, DEPOSIT OR CAUSE TO BE DEPOSITED SUCH AMOUNT IN
THE REDEMPTION/DEFEASANCE ACCOUNT.
(C)
NOTES PAYABLE ON REDEMPTION DATE.
AFTER
NOTICE HAS BEEN GIVEN UNDER SECTION 3.17(D) HEREOF AS TO THE REDEMPTION DATE IN
RESPECT OF ANY REDEMPTION, THE OUTSTANDING PRINCIPAL BALANCE OF THE NOTES TO BE
REDEEMED ON SUCH REDEMPTION DATE SHALL BECOME DUE AND PAYABLE AT THE CORPORATE
TRUST OFFICE OF THE INDENTURE TRUSTEE, AND FROM AND AFTER SUCH REDEMPTION DATE
(UNLESS THERE SHALL BE A DEFAULT IN THE PAYMENT OF THE APPLICABLE AMOUNT TO BE
REDEEMED) SUCH PRINCIPAL AMOUNT SHALL CEASE TO BEAR INTEREST.
UPON SURRENDER OF
ANY NOTE FOR REDEMPTION IN ACCORDANCE WITH SUCH NOTICE, THE REDEMPTION PRICE OF
SUCH NOTE SHALL BE PAID AS PROVIDED FOR IN SECTION 3.14(D).
IF ANY NOTE TO BE
REDEEMED SHALL NOT BE SO PAID UPON SURRENDER THEREOF FOR REDEMPTION, THE
OUTSTANDING PRINCIPAL BALANCE THEREOF SHALL CONTINUE TO BEAR INTEREST FROM THE
REDEMPTION DATE UNTIL PAID AT THE INTEREST RATE APPLICABLE TO SUCH NOTE.
(D)
REDEMPTION NOTICE.
WEST SHALL NOTIFY THE
INDENTURE TRUSTEE IN WRITING OF ANY REDEMPTION (OTHER THAN AN ACQUISITION
BALANCE REDEMPTION OR THE WAREHOUSE NOTE REDEMPTION) NOT LESS THAN FIVE
(5) BUSINESS DAYS (OR SUCH SHORTER PERIOD AS IS AGREED BY THE INDENTURE TRUSTEE)
PRIOR TO THE LATEST DATE ON WHICH A REDEMPTION NOTICE IS REQUIRED TO BE GIVEN;
SUCH WRITTEN NOTICE SHALL CONTAIN THE INFORMATION REQUIRED TO BE INCLUDED