RECEIVERSHIP, MORATORIUM OR OTHER SIMILAR
LAWS AFFECTING THE ENFORCEMENT OF THE RIGHTS OF CREDITORS GENERALLY, (B) GENERAL
PRINCIPLES OF EQUITY, WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR
AT LAW, AND (C) PUBLIC POLICY CONSIDERATIONS UNDERLYING THE SECURITIES LAWS, TO
THE EXTENT THAT SUCH PUBLIC POLICY CONSIDERATIONS LIMIT THE ENFORCEABILITY OF
THE PROVISIONS OF SUCH RELATED DOCUMENTS THAT PURPORT TO PROVIDE INDEMNIFICATION
FROM SECURITIES LAW LIABILITIES.
(E)
THE SERIES 2008-A1 NOTES HAVE BEEN DULY AND VALIDLY AUTHORIZED BY WEST
FOR ISSUANCE AND SALE TO THE SERIES 2008-A1 HOLDERS PURSUANT TO THIS AGREEMENT
AND, WHEN ISSUED AND AUTHENTICATED IN ACCORDANCE WITH THE TERMS OF THE INDENTURE
AND THE SERIES 2008-A1 SUPPLEMENT AND DELIVERED AGAINST PAYMENT THEREFOR IN
ACCORDANCE WITH THE TERMS HEREOF, WILL CONSTITUTE VALID AND LEGALLY BINDING
OBLIGATIONS OF WEST, ENFORCEABLE AGAINST WEST IN ACCORDANCE WITH THEIR TERMS,
SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE,
REORGANIZATION, MORATORIUM AND SIMILAR LAWS AFFECTING CREDITORS' RIGHTS AND
REMEDIES, AND TO GENERAL PRINCIPLES OF EQUITY, INCLUDING PRINCIPLES OF
COMMERCIAL REASONABLENESS, GOOD FAITH AND FAIR DEALING (WHETHER CONSIDERED IN A
PROCEEDING AT LAW OR IN EQUITY), AND WILL BE ENTITLED TO THE BENEFITS OF THE
INDENTURE.
(F)
NEITHER WEST NOR ANY WEST SUBSIDIARY IS (A) IN VIOLATION OF ITS
ORGANIZATIONAL DOCUMENTS, (B) IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY
MATERIAL OBLIGATION, AGREEMENT, COVENANT OR CONDITION CONTAINED IN ANY CONTRACT,
INDENTURE, MORTGAGE, LOAN AGREEMENT, NOTE, LEASE OR OTHER INSTRUMENT TO WHICH
WEST OR ANY WEST SUBSIDIARY IS A PARTY, OR TO WHICH ANY OF THE PROPERTY OR
ASSETS OF WEST OR OF ANY WEST SUBSIDIARY MAY BE SUBJECT, OR BY WHICH IT MAY BE
BOUND, OR (C) IN VIOLATION OF ANY APPLICABLE LOCAL, STATE OR FEDERAL LAW,
STATUTE, ORDINANCE, RULE, REGULATION, REQUIREMENT, JUDGMENT OR COURT DECREE
HAVING JURISDICTION OVER ANY OF THEM OR ANY OF THEIR ASSETS OR PROPERTIES
(WHETHER OWNED OR LEASED) OTHER THAN, IN THE CASE OF CLAUSES (B) AND (C), ANY
DEFAULT OR VIOLATION THAT COULD NOT REASONABLY BE EXPECTED TO (X) INDIVIDUALLY
OR IN THE AGGREGATE, RESULT IN A MATERIAL ADVERSE EFFECT, OR (Y) IN ANY MANNER
DRAW INTO QUESTION THE VALIDITY OF THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT.
(G)
NONE OF (A) THE EXECUTION, DELIVERY OR PERFORMANCE BY WEST OR ANY WEST
SUBSIDIARY OF THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS, (B) THE ISSUANCE
AND SALE OF THE SERIES 2008-A1 NOTES, AND (C) CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY VIOLATES, CONFLICTS WITH OR CONSTITUTES A BREACH
OF ANY OF THE TERMS OR PROVISIONS OF, OR A DEFAULT UNDER (OR AN EVENT THAT WITH
NOTICE OR THE LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE A DEFAULT), OR REQUIRES
CONSENT THAT HAS NOT BEEN OBTAINED UNDER, OR WILL RESULT IN THE IMPOSITION OF A
LIEN OR ENCUMBRANCE OTHER THAN A PERMITTED ENCUMBRANCE, ON ANY PROPERTIES OF
WEST OR ANY WEST SUBSIDIARY, OR AN ACCELERATION OF ANY INDEBTEDNESS OF WEST OR
ANY WEST SUBSIDIARY PURSUANT TO (I) THE ORGANIZATIONAL DOCUMENTS OF WEST OR ANY
WEST SUBSIDIARY, (II)