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 3.13, 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.
(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 OR THE JUNIOR RESTRICTED CASH
ACCOUNT, AS APPLICABLE, AND IN ACCORDANCE WITH THE TERMS OF THIS INDENTURE AND
THE RELATED SUPPLEMENT AND (III) FUNDS ON DEPOSIT IN ANY SERIES ACCOUNT FOR SUCH
SERIES.
EACH NOTEHOLDER, BY ACCEPTANCE OF ITS NOTES, (X) ACKNOWLEDGES AND
AGREES THAT EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN A SUPPLEMENT, THE
NOTEHOLDERS OF A SERIES SHALL NOT HAVE ANY INTEREST IN ANY SERIES ACCOUNT FOR
THE BENEFIT OF ANY OTHER SERIES (TO THE EXTENT AMOUNTS WERE DEPOSITED THEREIN IN
ACCORDANCE WITH THE RELATED DOCUMENTS), AND (Y) RATIFIES AND CONFIRMS THE TERMS
OF THIS INDENTURE AND THE RELATED DOCUMENTS EXECUTED IN CONNECTION WITH SUCH
NOTEHOLDER'S SERIES.
WITH RESPECT TO EACH COLLECTION PERIOD, COLLECTIONS ON
DEPOSIT IN THE COLLECTIONS ACCOUNT WILL BE ALLOCATED TO EACH SERIES THEN
OUTSTANDING IN ACCORDANCE WITH SECTION 3.13 HEREOF AND THE RELATED SUPPLEMENTS.
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ARTICLE XII
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 12.01
DISCHARGE OF LIABILITY ON THE NOTES; DEFEASANCE.
(a)
When (i) WEST delivers to the Indenture
Trustee all Outstanding Notes (other than Notes replaced pursuant to
Section 2.08 hereof) for cancellation or (ii) all Outstanding Notes have become
due and payable, whether at maturity or as a result of the mailing of a
Redemption Notice pursuant to Section 3.16(a) hereof and WEST irrevocably
deposits in the Redemption/Defeasance Account funds sufficient to