NOTES UNDER THE SECURITIES ACT OR
ANY OTHER SECURITIES LAW.
SUCH SERIES 2007-B2 HOLDER AGREES THAT THE
SERIES 2007-B2 NOTES MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND TO A PERSON THAT
THE SERIES 2007-B2 HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
OR INSTITUTIONAL ACCREDITED INVESTOR PURCHASING FOR ITS OWN ACCOUNT.
NEITHER
SUCH SERIES 2007-B2
20
HOLDER NOR ANY OF ITS AFFILIATES NOR ANY PERSONS ACTING ON THEIR BEHALF HAVE
ENGAGED OR WILL ENGAGE IN ANY GENERAL SOLICITATION OR GENERAL ADVERTISING WITH
RESPECT TO THE SERIES 2007-B2 NOTE.
(C)
SUCH SERIES 2007-B2 HOLDER (AS TO ITSELF) IS AWARE OF THE
FOLLOWING:
(I) THERE ARE SIGNIFICANT RESTRICTIONS ON AND CONDITIONS TO THE
TRANSFERABILITY OF THE SERIES 2007-B2 NOTES (AND THE SERIES 2007-B2 NOTES WILL
BEAR LEGENDS REFERRING TO SUCH RESTRICTIONS), INCLUDING THE REQUIREMENT, PRIOR
TO THE OCCURRENCE OF A CONVERSION EVENT, THAT ANY TRANSFEREE, IN THE REASONABLE
DETERMINATION OF WEST, HAVE THE CAPABILITY TO MAKE SERIES 2007-B2 LOANS, AND
THERE IS NO MARKET FOR THE SERIES 2007-B2 NOTES AND NO MARKET IS EXPECTED TO
DEVELOP FOR THE SERIES 2007-B2 NOTES, AND, ACCORDINGLY, IT MAY NOT BE POSSIBLE
FOR SUCH SERIES 2007-B2 HOLDER TO LIQUIDATE ITS INVESTMENT IN THE SERIES 2007-B2
NOTES; (II) NO GOVERNMENTAL AUTHORITY HAS MADE ANY FINDINGS AS TO THE FAIRNESS
OF THIS AGREEMENT OR THE TERMS AND CONDITIONS OF THE SERIES 2007-B2 NOTES;
(III) THERE ARE NUMEROUS RISKS AND UNCERTAINTIES INVOLVED IN SUCH SERIES 2007-B2
HOLDER'S ACQUISITION OF THE SERIES 2007-B2 NOTES AND SUCH SERIES 2007-B2 HOLDER
HAS BEEN ADVISED OF AND UNDERSTANDS SUCH RISKS AND UNCERTAINTIES; AND (IV) ANY
PROJECTIONS OR PREDICTIONS THAT MAY HAVE BEEN MADE AVAILABLE TO SUCH
SERIES 2007-B2 HOLDER ARE BASED ON ESTIMATES, ASSUMPTIONS, AND FORECASTS WHICH
MAY PROVE TO BE INCORRECT, AND NO ASSURANCE IS GIVEN THAT ACTUAL RESULTS WILL
CORRESPOND WITH THE RESULTS CONTEMPLATED BY THE VARIOUS PROJECTIONS.
(D)
SUCH SERIES 2007-B2 HOLDER FURTHER REPRESENTS AND WARRANTS TO
WEST AND THE ADMINISTRATIVE AGENT AS OF THE EFFECTIVE DATE THAT (I) IT HAS
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS, IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SERIES 2007-B2 NOTES AND
HAS CAREFULLY CONSIDERED THE SUITABILITY OF AN INVESTMENT IN SUCH NOTES AND HAS
DETERMINED THAT THE SERIES 2007-B2 NOTES ARE A SUITABLE INVESTMENT; (II) SUCH
SERIES 2007-B2 HOLDER HAS MADE, EITHER ALONE OR TOGETHER WITH ITS ADVISORS, SUCH
INDEPENDENT INVESTIGATION OF WEST AND ITS MANAGEMENT, ASSETS AND RELATED MATTERS
AND SUCH SEPARATE AND INDEPENDENT INVESTIGATION OF THE ENGINES, THE LEASES AND
RELATED MATTERS, AS SUCH SERIES 2007-B2 HOLDER DEEMS TO BE, OR SUCH ADVISORS
HAVE ADVISED TO BE, NECESSARY OR ADVISABLE IN CONNECTION WITH THE PURCHASE OF
THE SERIES 2007-B2 NOTES PURSUANT TO THIS AGREEMENT; (III) SUCH SERIES 2007-B2
HOLDER AND ITS ADVISORS HAVE RECEIVED ALL INFORMATION AND DATA THAT IT AND SUCH
ADVISORS BELIEVE TO BE NECESSARY IN ORDER TO REACH AN INFORMED DECISION AS TO
THE ADVISABILITY OF THE PURCHASE OF