THE ISSUANCE OR MARKETABILITY OF
THE SERIES 2007-B2 NOTES ISSUED HEREUNDER, OR (Z) IN ANY MANNER DRAW INTO
QUESTION THE VALIDITY OF THIS AGREEMENT OR ANY OTHER SERIES 2007-B2 RELATED
DOCUMENT.
19
(E)
NO AUTHORIZATION, APPROVAL, CONSENT OR ORDER OF OR FILING,
REGISTRATION, QUALIFICATION, LICENSE OR PERMIT OF OR WITH ANY COURT OR
GOVERNMENTAL AUTHORITY OR AGENCY OR ANY OTHER PERSON IS NECESSARY IN CONNECTION
WITH (A) THE OFFERING, ISSUANCE OR SALE OF THE SERIES 2007-B2 NOTES HEREUNDER
AND (B) THE EXECUTION, DELIVERY AND PERFORMANCE BY THE ADMINISTRATIVE AGENT,
WEST AND THE WEST SUBSIDIARIES OF THIS AGREEMENT AND THE OTHER RELATED
DOCUMENTS, EXCEPT SUCH AS HAVE BEEN, OR AS OF THE EFFECTIVE DATE WILL HAVE BEEN,
OBTAINED OR SUCH AS MAY OTHERWISE BE REQUIRED UNDER APPLICABLE STATE SECURITIES
LAWS IN CONNECTION WITH THE OFFER FOR SALE AND PURCHASE BY THE SERIES 2007-B2
HOLDERS OF THE SERIES 2007-B2 NOTES, AND ANY RECORDATION OF THE PLEDGE OF THE
COLLATERAL TO THE SECURITY TRUSTEE PURSUANT TO THE SECURITY TRUST AGREEMENT THAT
HAS NOT YET BEEN COMPLETED, OTHER THAN AS PROVIDED IN THE RELATED DOCUMENTS.
(F)
OTHER THAN THE INSURANCE WITH RESPECT TO THE ENGINES UNDER
LEASES, WHICH INSURANCE IS MAINTAINED BY THE RESPECTIVE LESSEES, THE
ADMINISTRATIVE AGENT MAINTAINS INSURANCE WITH RESPECT TO THE ASSETS, PROPERTIES
AND BUSINESS OF THE ADMINISTRATIVE AGENT OF THE TYPES AND IN AMOUNTS GENERALLY
DEEMED ADEQUATE FOR THEIR BUSINESSES AND CONSISTENT WITH INSURANCE COVERAGE
MAINTAINED BY SIMILAR COMPANIES AND BUSINESSES AND AS REQUIRED BY THE INDENTURE
AND OTHER RELATED DOCUMENTS, ALL OF WHICH INSURANCE IS IN FULL FORCE AND EFFECT.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SERIES 2007-B2 HOLDERS
Each of the Series 2007-B2 Holders hereby severally and not jointly makes the
following representations and warranties as to itself to WEST and the
Administrative Agent as of the Effective Date:
Section 5.01.
Execution, Delivery, Binding
Obligation.
This Agreement has been duly and validly executed and delivered by
such Series 2007-B2 Holder and constitutes a legal, valid and binding obligation
of such Series 2007-B2 Holder, enforceable against such Series 2007-B2 Holder in
accordance with its terms, subject as to enforcement to bankruptcy,
reorganization, insolvency, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity.
Section 5.02.
Securities Act.
(a)
As of the
Effective Date, such Series 2007-B2 Holder is a "qualified institutional buyer"
as defined in Rule 144A under the Securities Act (a "QIB"), the Series 2007-B2
Note purchased by such Series 2007-B2 Holder pursuant to this Agreement will be
acquired for its own account for investment only and not with a view to any
public distribution thereof, and such Series 2007-B2 Holder will not offer to
sell or otherwise dispose of its Series 2007-B2 Note (or any interest therein)
in violation of any of the registration requirements of the Securities Act or
any applicable state or other securities laws.
(B)
SUCH SERIES 2007-B2 HOLDER ACKNOWLEDGES THAT IT HAS NO RIGHT
TO REQUIRE WEST TO REGISTER THE SERIES 2007-B2