DAYS AFTER THE END OF EACH FISCAL YEAR, A BRIEF CERTIFICATE FROM THE
PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL ACCOUNTING OFFICER OR PRINCIPAL FINANCIAL
OFFICER OF THE ADMINISTRATIVE AGENT, AS APPLICABLE, AS TO HIS OR HER KNOWLEDGE
OF WEST'S COMPLIANCE WITH ALL CONDITIONS AND COVENANTS UNDER THIS INDENTURE (IT
BEING UNDERSTOOD THAT FOR PURPOSES OF THIS SECTION 6.10, SUCH COMPLIANCE SHALL
BE DETERMINED WITHOUT REGARD TO ANY PERIOD OF GRACE OR REQUIREMENT OF NOTICE
PROVIDED UNDER THIS INDENTURE).
118
SECTION 6.11
COMPENSATION.
WEST COVENANTS AND AGREES TO PAY TO THE INDENTURE
TRUSTEE FROM TIME TO TIME, AND THE INDENTURE TRUSTEE SHALL BE ENTITLED TO, THE
FEES AND EXPENSES AGREED IN WRITING BETWEEN WEST AND THE INDENTURE TRUSTEE, AND
WILL FURTHER PAY OR REIMBURSE THE INDENTURE TRUSTEE UPON ITS REQUEST FOR ALL
REASONABLE EXPENSES, DISBURSEMENTS AND ADVANCES INCURRED OR MADE BY THE
INDENTURE TRUSTEE IN ACCORDANCE WITH ANY OF THE PROVISIONS HEREOF OR ANY OTHER
DOCUMENTS EXECUTED IN CONNECTION HEREWITH (INCLUDING THE REASONABLE COMPENSATION
AND THE REASONABLE EXPENSES AND DISBURSEMENTS OF ITS COUNSEL AND OF ALL PERSONS
NOT REGULARLY IN ITS EMPLOY).
119
ARTICLE VII
SUCCESSOR TRUSTEES
SECTION 7.01
RESIGNATION AND REMOVAL OF INDENTURE TRUSTEE. THE INDENTURE
TRUSTEE MAY RESIGN AS TO ALL OR ANY OF THE SERIES OF THE NOTES AT ANY TIME
WITHOUT CAUSE BY GIVING AT LEAST SIXTY (60) DAYS' PRIOR WRITTEN NOTICE TO WEST,
THE SERVICER, THE ADMINISTRATIVE AGENT AND THE HOLDERS, PROVIDED THAT THE
INDENTURE TRUSTEE SHALL CONTINUE TO SERVE AS INDENTURE TRUSTEE UNTIL A SUCCESSOR
HAS BEEN APPOINTED PURSUANT TO SECTION 7.02 HEREOF.
THE REQUISITE MAJORITY MAY
AT ANY TIME REMOVE THE INDENTURE TRUSTEE AS TO SUCH SERIES WITHOUT CAUSE BY AN
INSTRUMENT IN WRITING DELIVERED TO WEST, THE SERVICER, THE ADMINISTRATIVE AGENT,
THE SECURITY TRUSTEE AND THE INDENTURE TRUSTEE BEING REMOVED.
IN ADDITION, WEST
MAY REMOVE THE INDENTURE TRUSTEE AS TO ANY OF THE SERIES OF THE NOTES IF: (I)
SUCH INDENTURE TRUSTEE FAILS TO COMPLY WITH SECTION 7.02(D) HEREOF, (II) SUCH
INDENTURE TRUSTEE IS ADJUDGED A BANKRUPT OR AN INSOLVENT, (III) A RECEIVER OR
PUBLIC OFFICER TAKES CHARGE OF SUCH INDENTURE TRUSTEE OR ITS PROPERTY OR (IV)
SUCH INDENTURE TRUSTEE BECOMES INCAPABLE OF ACTING.
REFERENCES TO THE INDENTURE
TRUSTEE IN THIS INDENTURE INCLUDE ANY SUCCESSOR INDENTURE TRUSTEE AS TO ALL OR
ANY OF THE SERIES OF THE NOTES APPOINTED IN ACCORDANCE WITH THIS ARTICLE VII.
SECTION 7.02
APPOINTMENT OF SUCCESSOR.
(A)
IN THE CASE OF THE RESIGNATION OR REMOVAL OF THE INDENTURE TRUSTEE
AS TO ANY SERIES OF THE NOTES UNDER SECTION 7.01 HEREOF, WEST SHALL PROMPTLY
APPOINT A SUCCESSOR INDENTURE TRUSTEE AS TO SUCH SERIES; PROVIDED THAT THE
REQUISITE MAJORITY MAY APPOINT, WITHIN ONE (1) YEAR AFTER SUCH RESIGNATION OR
REMOVAL, A SUCCESSOR INDENTURE TRUSTEE AS TO SUCH SERIES WHICH MAY BE OTHER THAN
THE SUCCESSOR INDENTURE TRUSTEE APPOINTED BY WEST, AND SUCH SUCCESSOR INDENTURE
TRUSTEE APPOINTED BY WEST SHALL BE SUPERSEDED BY THE SUCCESSOR INDENTURE TRUSTEE
SO APPOINTED BY THE NOTEHOLDERS.
IF A SUCCESSOR INDENTURE TRUSTEE AS TO ANY
SERIES OF