SUCH LEGAL REQUIREMENTS.
THE SERIES A2 NOTEHOLDERS, WEST, AND WILLIS
WILL TAKE ALL REASONABLE ACTION NECESSARY TO OBTAIN (AND WILL COOPERATE WITH ONE
ANOTHER IN OBTAINING) ANY CONSENT, AUTHORIZATION, PERMIT, LICENSE, FRANCHISE,
ORDER OR APPROVAL OF, OR ANY EXEMPTION BY, ANY GOVERNMENTAL AUTHORITY OR ANY
OTHER PERSON, REQUIRED TO BE OBTAINED OR MADE BY IT IN CONNECTION WITH ANY OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 6.03.
EXPENSES AND FEES.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, ALL ISSUANCE EXPENSES INCURRED IN CONNECTION WITH THE ENTERING
INTO THIS SERIES A2 NOTE PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE PAID BY WEST.
SECTION 6.04.
MUTUAL OBLIGATIONS.
ON AND AFTER THE DATE OF THIS
AGREEMENT, THE SERIES A2 NOTEHOLDERS, WEST AND WILLIS WILL DO, EXECUTE AND
PERFORM ALL SUCH OTHER ACTS, DEEDS AND
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DOCUMENTS AS THE OTHER PARTY MAY FROM TIME TO TIME REASONABLY REQUIRE IN ORDER
TO CARRY OUT THE INTENT OF THIS AGREEMENT.
SECTION 6.05.
PLEDGE TO LIQUIDITY PROVIDERS.
WEST RECOGNIZES THE
OBLIGATIONS OF ANY CP NOTEHOLDER UNDER THE TERMS OF THE RELATED LIQUIDITY
AGREEMENT AND HEREBY CONSENTS TO THE TRANSFER BY SUCH CP NOTEHOLDER OF THE
SERIES A2 NOTES TO THE LIQUIDITY PROVIDERS WHEN REQUIRED AND IN ACCORDANCE WITH
THE TERMS OF THE LIQUIDITY AGREEMENT; PROVIDED THAT EACH OF THE LIQUIDITY
PROVIDERS SHALL BE A QUALIFIED INSTITUTIONAL BUYER, THE TOTAL NUMBER OF
LIQUIDITY PROVIDERS FOR SUCH CP NOTEHOLDER SHALL NOT AT ANY TIME EXCEED THREE
(3), AND EACH LIQUIDITY PROVIDER SHALL HAVE DELIVERED TO WEST AND THE INDENTURE
TRUSTEE ON OR BEFORE THE LATER OF THE DATE HEREOF AND THE DATE ON WHICH IT FIRST
BECOMES A LIQUIDITY PROVIDER, AN INVESTMENT LETTER MAKING REPRESENTATIONS AND
WARRANTIES SUBSTANTIALLY IDENTICAL TO THOSE SET FORTH IN THE FORM OF EXHIBIT B
TO THE INDENTURE AND AN ASSIGNMENT AND ASSUMPTION AGREEMENT, AND PROVIDED,
FURTHER THAT, PRIOR TO THE CONVERSION DATE, EACH LIQUIDITY PROVIDER SHALL BE AN
ELIGIBLE TRANSFEREE AND SHALL EXECUTE AN ASSIGNMENT AND ASSUMPTION AS A
CONDITION OF SUCH TRANSFER.
TRANSFERS OF THE SERIES A2 NOTES UNDER THE TERMS OF
THE LIQUIDITY AGREEMENT SHALL BE SUBJECT TO THE TERMS OF THIS SECTION 5.05, BUT
SHALL NOT OTHERWISE BE SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH IN THE
INDENTURE.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01.
INDEMNIFICATION BY WEST.
WEST AGREES TO INDEMNIFY AND
HOLD HARMLESS THE SERIES A2 NOTEHOLDERS AND ANY OF THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNEES AND AFFILIATES (EACH,
AN "INDEMNIFIED PARTY") AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES
OR EXPENSES (INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES) (COLLECTIVELY,
"LOSSES"), AS INCURRED (PAYABLE PROMPTLY UPON WRITTEN REQUEST), FOR OR ON
ACCOUNT OF OR ARISING FROM OR IN CONNECTION WITH ANY BREACH OF ANY
REPRESENTATION, WARRANTY OR COVENANT OF WEST IN THIS AGREEMENT OR ANY OTHER
RELATED DOCUMENT OR IN ANY CERTIFICATE OR OTHER WRITTEN MATERIAL DELIVERED
PURSUANT HERETO; PROVIDED, HOWEVER, THAT WEST SHALL NOT BE SO REQUIRED TO
INDEMNIFY ANY SUCH PERSON OR OTHERWISE BE LIABLE TO ANY SUCH PERSON HEREUNDER
FOR ANY LOSSES ARISING FROM