RESPECT OF
THE ADDITIONAL NOTES;
(F)
THE RATE AT WHICH ANY SUCH ADDITIONAL NOTES SHALL BEAR
INTEREST OR THE METHOD BY WHICH SUCH RATE SHALL BE DETERMINED;
(G)
IF OTHER THAN DENOMINATIONS OF $100,000 OR HIGHER INTEGRAL
MULTIPLES OF $1,000, THE DENOMINATION OR DENOMINATIONS IN WHICH ANY SUCH
ADDITIONAL NOTES SHALL BE ISSUABLE;
(H)
WHETHER ANY SUCH ADDITIONAL NOTES ARE TO BE ISSUABLE INITIALLY
IN TEMPORARY OR PERMANENT GLOBAL FORM AND, IF SO, WHETHER BENEFICIAL OWNERS OF
INTERESTS IN ANY SUCH PERMANENT GLOBAL ADDITIONAL NOTE MAY EXCHANGE
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SUCH INTERESTS FOR ADDITIONAL NOTES OF THE SAME CLASS OR SERIES AND OF LIKE
TENOR AND OF ANY AUTHORIZED FORM AND DENOMINATION AND THE CIRCUMSTANCES UNDER
WHICH ANY SUCH EXCHANGES MAY OCCUR, IF OTHER THAN IN THE MANNER PROVIDED IN
SECTION 2.07 HEREOF, AND THE CIRCUMSTANCES UNDER WHICH AND THE PLACE OR PLACES
WHERE ANY SUCH EXCHANGES MAY BE MADE AND THE IDENTITY OF ANY INITIAL DEPOSITORY
THEREFOR;
(I)
IN THE CASE OF ADDITIONAL NOTES THAT ARE TO BE FIXED RATE
NOTES, A SCHEDULE OF ASSUMED PRINCIPAL PAYMENTS, IF APPLICABLE;
(J)
ANY OTHER TERMS, CONDITIONS, RIGHTS AND PREFERENCES (OR
LIMITATIONS ON SUCH RIGHTS AND PREFERENCES) RELATING TO ANY SUCH ADDITIONAL
NOTES (WHICH TERMS SHALL COMPLY WITH APPLICABLE LAW AND NOT BE INCONSISTENT WITH
THE REQUIREMENTS OR RESTRICTIONS OF THIS INDENTURE, INCLUDING
SECTION 5.02(C) HEREOF); AND
(K)
ON AND AFTER THE APPLICABLE EXCHANGE DATE, THE NOTE REGISTRAR
SHALL REGISTER ANY PROPOSED TRANSFER OF A NOTE TO ANY NON-U.S. PERSON IF THE
NOTE TO BE TRANSFERRED IS A DEFINITIVE NOTE OR AN INTEREST IN A 144A BOOK-ENTRY
NOTE, UPON RECEIPT OF A CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT C-7
FROM THE PROPOSED TRANSFEROR.
(D)
THE OBLIGATION OF THE INDENTURE TRUSTEE TO AUTHENTICATE AND
DELIVER THE NOTES OF SUCH SERIES AND TO EXECUTE AND DELIVER THE RELATED
SUPPLEMENT IS SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(I)
ON OR BEFORE THE TENTH (10TH) BUSINESS DAY (UNLESS THE PARTIES TO
BE NOTIFIED AGREE TO A SHORTER NOTICE PERIOD) PRECEDING THE DATE ON WHICH THE
NOTES OF SUCH SERIES ARE TO BE ISSUED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.01 AND THIS SECTION 2.10 (THE "SERIES ISSUANCE DATE"), WEST SHALL HAVE
GIVEN THE INDENTURE TRUSTEE, THE SERVICER, EACH RATING AGENCY, THE SENIOR
LIQUIDITY PROVIDER AND, IF SUCH ADDITIONAL SERIES IS TO BE REGISTERED PURSUANT
TO THE SECURITIES ACT, ALL RATING AGENCIES THAT HAVE RATED ANY PRIOR SERIES THE
NOTICE DESCRIBED IN SECTION 2.10(C);
(II)
WEST SHALL HAVE DELIVERED TO THE INDENTURE TRUSTEE THE RELATED
SUPPLEMENT, IN FORM SATISFACTORY TO THE INDENTURE TRUSTEE, EXECUTED BY WEST;
(III)
WEST SHALL HAVE DELIVERED TO THE INDENTURE TRUSTEE ANY RELATED
ENHANCEMENT AGREEMENT FOR SUCH SERIES OF NOTES EXECUTED BY EACH OF THE PARTIES
THERETO;
(IV)
RATING AGENCY CONFIRMATIONS SHALL HAVE BEEN OBTAINED WITH RESPECT
TO EACH SERIES OF NOTES THEN OUTSTANDING OR, IF NO SERIES OF NOTES THEN
OUTSTANDING IS BEING RATED BY ONE OR MORE RATING AGENCIES, A REQUISITE MAJORITY
CONSENTS;
(V)
WEST SHALL HAVE DELIVERED