THE INDENTURE OR IN AID OF THE EXERCISE OF ANY
POWER GRANTED HEREIN, OR TO ENFORCE ANY OTHER PROPER REMEDY;
(V)
DIRECT THE SECURITY TRUSTEE TO EXERCISE ANY
REMEDIES OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE OR ANY APPLICABLE
LAW AND TAKE ANY OTHER APPROPRIATE ACTION TO PROTECT AND ENFORCE THE RIGHTS AND
REMEDIES OF THE INDENTURE TRUSTEE OR THE NOTEHOLDERS UNDER THE INDENTURE AND THE
SECURITY TRUST AGREEMENT; AND
(VI)
APPOINT A RECEIVER OR A MANAGER OVER WEST OR
ITS ASSETS.
(C)
IF THE NOTES OF ALL SERIES HAVE BEEN
DECLARED DUE AND PAYABLE FOLLOWING AN EVENT OF DEFAULT, ANY MONEY COLLECTED BY
THE INDENTURE TRUSTEE PURSUANT TO THIS INDENTURE OR OTHERWISE, AND ANY MONEYS
THAT MAY THEN BE HELD OR THEREAFTER RECEIVED BY THE INDENTURE TRUSTEE, SHALL BE
APPLIED TO THE EXTENT PERMITTED BY LAW IN THE FOLLOWING ORDER, AT THE DATE OR
DATES FIXED BY THE INDENTURE TRUSTEE;
(I)
FIRST, TO THE PAYMENT OF ALL COSTS AND
EXPENSES OF COLLECTION INCURRED BY THE INDENTURE TRUSTEE AND THE SECURITY
TRUSTEE (INCLUDING THE REASONABLE FEES AND EXPENSES OF ANY COUNSEL TO THE
INDENTURE TRUSTEE AND THE SECURITY TRUSTEE), AND ALL OTHER AMOUNTS DUE THE
INDENTURE TRUSTEE AND THE SECURITY TRUSTEE UNDER THIS INDENTURE; AND
(II)
SECOND, AS SET FORTH IN
SECTION 3.14(C) HEREOF.
(D)
NOTWITHSTANDING SECTIONS 4.01, 4.02 AND 4.11
HEREOF, AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT,
NO HOLDERS OF ANY SERIES B NOTES SHALL BE PERMITTED TO GIVE OR DIRECT THE GIVING
OF A DEFAULT NOTICE, OR TO EXERCISE ANY REMEDY IN RESPECT OF SUCH EVENT OF
DEFAULT UNTIL ALL INTEREST AND PRINCIPAL AND PREMIUM, IF ANY, ON THE SERIES A
NOTES SHALL HAVE BEEN PAID IN FULL.
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(E)
THE INDENTURE TRUSTEE SHALL PROVIDE EACH
RATING AGENCY WITH A COPY OF ANY DEFAULT NOTICE IT RECEIVES PURSUANT TO THIS
INDENTURE.
WITHIN THIRTY (30) DAYS AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT
IN RESPECT OF ANY SERIES OF NOTES, THE INDENTURE TRUSTEE SHALL GIVE NOTICE TO
THE NOTEHOLDERS OF SUCH SERIES OF NOTES, TRANSMITTED BY MAIL, OF ALL UNCURED OR
UNWAIVED DEFAULTS ACTUALLY KNOWN TO A RESPONSIBLE OFFICER OF THE INDENTURE
TRUSTEE ON SUCH DATE; PROVIDED THAT THE INDENTURE TRUSTEE MAY WITHHOLD SUCH
NOTICE WITH RESPECT TO A DEFAULT (OTHER THAN A PAYMENT DEFAULT WITH RESPECT TO
INTEREST, PRINCIPAL OR PREMIUM, IF ANY) IF IT DETERMINES IN GOOD FAITH THAT
WITHHOLDING SUCH NOTICE IS IN THE INTEREST OF THE AFFECTED NOTEHOLDERS.
Section 4.03
Limitation on Suits.
Without limiting the provisions of Section 4.11, no Holder shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, the Security Trust Agreement or the Notes, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:
(A)
SUCH HOLDER HOLDS SERIES A NOTES AND HAS
PREVIOUSLY GIVEN WRITTEN NOTICE TO THE INDENTURE TRUSTEE OF A CONTINUING EVENT
OF DEFAULT;
(B)
THE HOLDERS (NOT AFFILIATED WITH ANY WEST
GROUP MEMBER) OF