THE RELATED DOCUMENTS AND THE INITIAL NOTES:
(I)
DO NOT AT THE CLOSING DATE CONFLICT
WITH, OR RESULT IN A BREACH OF ANY OF THE TERMS OR PROVISIONS OF, OR CONSTITUTE
A DEFAULT UNDER, THE CONSTITUTIONAL DOCUMENTS OF WEST OR THE CONSTITUTIONAL
DOCUMENTS OF ANY WEST GROUP MEMBER OR WITH ANY EXISTING LAW, RULE OR REGULATION
APPLYING TO OR AFFECTING WEST OR ANY WEST GROUP MEMBER OR ANY JUDGMENT, ORDER OR
DECREE OF ANY GOVERNMENT, GOVERNMENTAL BODY OR COURT HAVING JURISDICTION OVER
WEST OR ANY WEST GROUP MEMBER; AND
(II)
DO NOT AT THE CLOSING DATE INFRINGE THE
TERMS OF, OR CONSTITUTE A DEFAULT UNDER, ANY DEED, INDENTURE, AGREEMENT OR OTHER
INSTRUMENT OR OBLIGATION TO WHICH WEST OR ANY WEST GROUP MEMBER IS A PARTY OR BY
WHICH ANY OF THEM OR ANY PART OF THEIR UNDERTAKING, ASSETS, PROPERTY OR REVENUES
ARE BOUND.
(D)
DUE AUTHORIZATION.
THE TRANSFER BY WILLIS
OF ITS OWNERSHIP INTEREST IN WEST FUNDING TO WEST PURSUANT TO THE ASSET TRANSFER
AGREEMENT, THE OTHER TRANSACTIONS CONTEMPLATED BY THE ASSET TRANSFER AGREEMENT,
THE CREATION, EXECUTION AND ISSUANCE OF THE INITIAL NOTES, THE EXECUTION AND
ISSUE OR DELIVERY BY WEST AND EACH WEST GROUP MEMBER OF THE RELATED DOCUMENTS
EXECUTED BY IT AND THE PERFORMANCE BY EACH OF THEM OF THEIR OBLIGATIONS TO BE
ASSUMED HEREUNDER AND THEREUNDER AND THE ARRANGEMENTS CONTEMPLATED HEREBY AND
THEREBY TO BE PERFORMED BY EACH OF THEM HAVE BEEN DULY AUTHORIZED BY EACH OF
THEM.
(E)
VALIDITY AND ENFORCEABILITY.
THIS
INDENTURE CONSTITUTES, AND THE RELATED DOCUMENTS, WHEN EXECUTED AND DELIVERED
AND, IN THE CASE OF THE INITIAL NOTES, WHEN ISSUED AND AUTHENTICATED, WILL
CONSTITUTE VALID, LEGALLY BINDING AND (SUBJECT TO GENERAL EQUITABLE PRINCIPLES,
INSOLVENCY, LIQUIDATION, REORGANIZATION AND OTHER LAWS OF GENERAL APPLICATION
RELATING TO CREDITORS' RIGHTS OR CLAIMS OR TO LAWS OF PRESCRIPTION OR THE
CONCEPTS OF MATERIALITY, REASONABLENESS, GOOD FAITH AND FAIR DEALING)
ENFORCEABLE OBLIGATIONS OF WEST AND EACH WEST GROUP MEMBER EXECUTING THE SAME.
(F)
NO EVENT OF DEFAULT OR EARLY AMORTIZATION
EVENT.
NO EVENT OF DEFAULT OR EARLY AMORTIZATION EVENT HAS OCCURRED AND IS
CONTINUING AND NO EVENT HAS OCCURRED THAT WITH THE PASSAGE OF TIME OR NOTICE OR
BOTH WOULD BECOME AN EVENT OF DEFAULT OR EARLY AMORTIZATION EVENT.
(G)
NO ENCUMBRANCES.
SUBJECT TO THE SECURITY
INTERESTS CREATED IN FAVOR OF THE SECURITY TRUSTEE AND EXCEPT FOR PERMITTED
ENCUMBRANCES, THERE EXISTS NO ENCUMBRANCE OVER THE ASSETS OR UNDERTAKING OF WEST
OR ANY WEST GROUP MEMBER WHICH RANKS PRIOR TO OR PARI PASSU WITH THE OBLIGATION
TO MAKE PAYMENTS ON THE INITIAL NOTES.
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(H)
NO CONSENTS.
ALL CONSENTS, APPROVALS,
AUTHORIZATIONS OR OTHER ORDERS OF ALL REGULATORY AUTHORITIES REQUIRED (EXCLUDING
ANY REQUIRED BY THE OTHER PARTIES TO THE RELATED DOCUMENTS) FOR OR IN CONNECTION
WITH THE EXECUTION AND PERFORMANCE OF THE RELATED DOCUMENTS BY WEST AND EACH
WEST GROUP MEMBER AND THE ISSUANCE AND PERFORMANCE OF THE INITIAL NOTES AND THE
OFFERING OF THE INITIAL NOTES BY WEST (OTHER THAN ANY SUCH CONSENTS, APPROVALS,
AUTHORIZATIONS OR OTHER ORDERS THAT MAY