AS
A DELAWARE LIMITED LIABILITY COMPANY IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF DELAWARE WITH CORPORATE POWER AND AUTHORITY TO OWN, LEASE AND OPERATE
ITS PROPERTIES AND TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED, HAS BEEN DULY
QUALIFIED AS A FOREIGN LIMITED LIABILITY COMPANY TO TRANSACT BUSINESS AND IS IN
GOOD STANDING IN EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS REQUIRED,
WHETHER BY REASON OF THE OWNERSHIP OR LEASING OF PROPERTY OR THE CONDUCT OF
BUSINESS, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
(C)
WEST HAS ALL REQUISITE ORGANIZATIONAL POWER AND AUTHORITY TO
EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
RELATED DOCUMENTS AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY, INCLUDING, WITHOUT LIMITATION, THE ORGANIZATIONAL POWER AND AUTHORITY
TO ISSUE, SELL AND DELIVER THE SERIES 2008-B1 NOTES AS PROVIDED HEREIN AND
THEREIN AND TO BORROW SERIES 2008-B1 LOAN AS PROVIDED HEREIN.
(D)
THIS AGREEMENT AND EACH OF THE OTHER RELATED DOCUMENTS TO
WHICH WEST IS A PARTY HAVE BEEN, OR AS OF THE CLOSING DATE WILL BE, DULY
AUTHORIZED, EXECUTED AND DELIVERED BY WEST AND CONSTITUTE OR WILL CONSTITUTE
VALID AND LEGALLY BINDING AGREEMENTS ENFORCEABLE AGAINST WEST IN ACCORDANCE WITH
THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY (A) BANKRUPTCY,
INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION, 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-B1 NOTES HAVE BEEN DULY AND VALIDLY
AUTHORIZED BY WEST FOR ISSUANCE AND SALE TO THE INITIAL SERIES 2008-B1 HOLDER
PURSUANT TO THIS AGREEMENT AND, WHEN
10
ISSUED AND AUTHENTICATED IN ACCORDANCE WITH THE TERMS OF THE INDENTURE AND THE
SERIES 2008-B1 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)