SHALL HAVE BEEN DULY EXECUTED AND
DELIVERED BY THE PARTIES THERETO.
(P)
THE SERIES 2008-A1 NOTES SHALL HAVE BEEN EXECUTED BY WEST AND
AUTHENTICATED BY THE INDENTURE TRUSTEE, AND THE CONDITIONS PRECEDENT TO THE
ISSUANCE OF THE SERIES 2008-A1 NOTES AS SET FORTH IN THE INDENTURE SHALL HAVE
BEEN SATISFIED.
(Q)
ALL PROCEEDINGS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER SERIES 2008-A1 RELATED DOCUMENTS SHALL BE SATISFACTORY
IN FORM AND SUBSTANCE TO THE INITIAL SERIES 2008-A1 HOLDERS.
(R)
WEST SHALL HAVE PAID ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH
THE ISSUANCE OF THE SERIES 2008-A1 NOTES.
(S)
THE INDENTURE TRUSTEE SHALL HAVE RECEIVED ORIGINALS (OR COPIES
CERTIFIED TO BE TRUE COPIES BY A RESPONSIBLE OFFICER OF THE ADMINISTRATIVE
AGENT) OF ALL APPROVALS OR CONSENTS OF GOVERNMENTAL AUTHORITIES OR OTHER THIRD
PARTIES, IF ANY, NECESSARY FOR WEST TO EXECUTE, DELIVER AND PERFORM ITS
OBLIGATIONS UNDER THE RELATED DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
THEREBY.
(T)
NO APPLICABLE LAW OR REGULATIONS THEREUNDER OR INTERPRETATIONS THEREOF
BY APPROPRIATE REGULATORY AUTHORITIES OR ANY COURT MAKE IT ILLEGAL FOR ANY PARTY
TO EXECUTE, DELIVER AND PERFORM THE SERIES 2008-A1 RELATED DOCUMENTS TO WHICH IT
IS A PARTY AND NO ACTION OR PROCEEDING SHALL HAVE BEEN INSTITUTED NOR SHALL ANY
ACTION OR PROCEEDING BE THREATENED BEFORE ANY COURT OR GOVERNMENTAL AUTHORITY,
NOR SHALL ANY ORDER, JUDGMENT OR DECREE HAVE BEEN ISSUED BY ANY COURT OR
GOVERNMENTAL AUTHORITY PRIOR TO THE CLOSING DATE TO SET ASIDE, RESTRAIN, ENJOIN
OR PREVENT THE COMPLETION AND CONSUMMATION OF THIS AGREEMENT OR ANY OTHER
SERIES 2008-A1 RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
SECTION 3.02.
CONDITIONS PRECEDENT TO OBLIGATION OF WEST TO ISSUE
SERIES 2008-A1 NOTES .
THE OBLIGATIONS OF WEST TO ISSUE THE SERIES 2008-A1
NOTES TO EACH SERIES 2008-A1 HOLDER IS SUBJECT TO SATISFACTION OF THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF SUCH SERIES 2008-A1 HOLDER IN
THIS AGREEMENT ARE ACCURATE IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE.
(B)
SUCH SERIES 2008-A1 HOLDER HAS COMPLIED WITH ALL THE AGREEMENTS AND
SATISFIED ALL THE CONDITIONS ON ITS PART TO BE PERFORMED OR SATISFIED AT OR
BEFORE THE CLOSING DATE.
(C)
SUCH SERIES 2008-A1 HOLDER SHALL HAVE MADE ITS SERIES 2008-A1 LOAN IN
THE AMOUNT OF ITS COMMITMENT SET FORTH BESIDE ITS NAME IN SCHEDULE 2.
(D)
THE SERIES 2008-A1 HOLDERS SHALL HAVE MADE SERIES 2008-A1 LOANS IN THE
AMOUNT OF THE TOTAL COMMITMENT OF ALL THE SERIES 2008-A1 HOLDERS, AND THE
SERIES 2008-B1 HOLDERS SHALL HAVE MADE SERIES 2008-B1 LOANS IN THE AMOUNT OF THE
TOTAL COMMITMENT OF ALL THE SERIES 2008-B1 HOLDERS.
9
(E)
WEST SHALL HAVE RECEIVED FROM SEWARD & KISSEL, LLP, IN ITS CAPACITY AS
SPECIAL NEW YORK COUNSEL FOR THE INDENTURE TRUSTEE, AN OPINION OR OPINIONS,
DATED THE CLOSING DATE AND ADDRESSED TO WEST, ADDRESSING CORPORATE/ENTITY AND
ENFORCEABILITY MATTERS, THAT IS OR ARE IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO WEST.
(F)
THE SERIES 2008-A1 NOTES SHALL HAVE BEEN RATED BY MOODY'S AND