CLOSING DATE AND ON EACH FUNDING DATE, WILL POSSESS ALL MATERIAL LICENSES,
CERTIFICATES, AUTHORITIES OR PERMITS, IF ANY ARE REQUIRED PURSUANT TO PREVAILING
APPLICABLE LAW, ISSUED BY THE APPROPRIATE STATE, FEDERAL OR FOREIGN REGULATORY
AGENCIES OR BODIES NECESSARY TO CONDUCT ITS BUSINESS, AND WEST HAS NOT RECEIVED
ANY NOTICE OF PROCEEDINGS RELATING TO THE REVOCATION OR MODIFICATION OF ANY SUCH
LICENSE, CERTIFICATE, AUTHORITY OR PERMIT WHICH, SINGLY OR IN THE AGGREGATE, IF
THE SUBJECT OF AN UNFAVORABLE DECISION, RULING OR FINDING, (1) WOULD RESULT IN A
MATERIAL ADVERSE EFFECT, OR (2) WOULD MATERIALLY AND ADVERSELY AFFECT THE
ABILITY OF WEST TO PERFORM ITS OBLIGATIONS HEREUNDER OR UNDER THE RELATED
DOCUMENTS.
(M)
NO PART OF THE PROCEEDS OF THE LOANS WILL BE USED FOR "BUYING" OR
"CARRYING" ANY "MARGIN STOCK" WITHIN THE RESPECTIVE MEANINGS OF EACH OF THE
QUOTED TERMS UNDER REGULATION T, U AND X AS NOW AND FROM TIME TO TIME HEREAFTER
IN EFFECT OR FOR ANY PURPOSE THAT VIOLATES THE PROVISIONS OF THE REGULATIONS OF
THE BOARD.
(N)
WEST IS NOT, AND AFTER GIVING EFFECT TO THE SALE OF THE SERIES A2
NOTES TO THE SERIES A2 NOTEHOLDERS PURSUANT TO THIS AGREEMENT AND THE
APPLICATION OF THE PROCEEDS THEREFROM, WILL NOT BE AN "INVESTMENT COMPANY" UNDER
THE 1940 ACT NOR IS WEST AN ENTITY "CONTROLLED" BY AN "INVESTMENT COMPANY" AS
SUCH TERM IS DEFINED IN THE 1940 ACT.
(O)
OTHER THAN THE INSURANCE WITH RESPECT TO THE ENGINES UNDER LEASES,
WHICH INSURANCE IS MAINTAINED BY THE RESPECTIVE LESSEES, WEST AND THE WEST
SUBSIDIARIES MAINTAIN INSURANCE WITH RESPECT TO THE ASSETS, PROPERTIES AND
BUSINESS OF WEST AND THE WEST SUBSIDIARIES 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.
(P)
ANY TAXES, FEES AND OTHER GOVERNMENTAL CHARGES IN CONNECTION WITH
THE EXECUTION, DELIVERY AND ISSUANCE OF THE RELATED DOCUMENTS TO WHICH WEST IS A
PARTY AND OF THE SERIES A2 NOTES HAVE BEEN PAID OR WILL BE PAID AT OR PRIOR TO
THE CLOSING DATE.
(Q)
ASSUMING THE ACCURACY OF THE REPRESENTATIONS, WARRANTIES,
AGREEMENTS AND COVENANTS OF EACH OF THE SERIES A2 NOTEHOLDERS CONTAINED IN
ARTICLE V HEREOF, THE OFFER, SALE AND DELIVERY OF THE SERIES A2 NOTES IN THE
MANNER CONTEMPLATED BY THIS AGREEMENT DO NOT REQUIRE
17
REGISTRATION UNDER THE SECURITIES ACT AND, IN CONNECTION THEREWITH, THE
INDENTURE IS NOT REQUIRED TO BE QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939.
(R)
NO SECURITIES OF THE SAME CLASS (WITHIN THE MEANING OF PARAGRAPH
(D)(3) OF RULE 144A UNDER THE SECURITIES ACT) AS THE SERIES A2 NOTES ARE LISTED
ON ANY NATIONAL SECURITIES EXCHANGE REGISTERED UNDER SECTION 6 OF THE EXCHANGE
ACT OR QUOTED ON ANY UNITED STATES AUTOMATED INTER-DEALER QUOTATION SYSTEM.
(S)
NEITHER WEST NOR ANY OF ITS AFFILIATES (AS DEFINED FOR PURPOSES OF
RULE 501(B) OF REGULATION D) HAS, DIRECTLY OR