OR ANY OTHER SERIES 2008-B1 RELATED DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
SECTION 3.02.
CONDITIONS PRECEDENT TO OBLIGATION OF
WEST TO ISSUE SERIES 2008-B1 NOTES (A)
.
THE OBLIGATIONS OF WEST
TO ISSUE THE SERIES 2008-B1 NOTES TO THE INITIAL SERIES 2008-B1 HOLDER IS
SUBJECT TO SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF SUCH SERIES 2008-B1
HOLDER IN THIS AGREEMENT ARE ACCURATE IN ALL MATERIAL RESPECTS AS OF THE CLOSING
DATE.
(B)
SUCH SERIES 2008-B1 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-B1 HOLDER SHALL HAVE MADE THE
SERIES 2008-B1 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.
(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-B1 NOTES SHALL HAVE BEEN RATED BY MOODY'S
AND FITCH NOT LESS THAN "BAB1" AND "A", RESPECTIVELY, AND SUCH RATINGS SHALL NOT
HAVE BEEN RESCINDED.
(G)
THE SERIES 2008-B1 RELATED DOCUMENTS AND THE SERIES 2008-A1
RELATED DOCUMENTS SHALL HAVE BEEN DULY EXECUTED AND DELIVERED BY THE PARTIES
THERETO OTHER THAN WEST AND THE WEST SUBSIDIARIES.
9
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF WEST AND ADMINISTRATIVE AGENT
Section 4.01.
Representations and Warranties of
WEST.
WEST represents and warrants to, as of the Closing Date, and agrees with,
the Initial Series 2008-B1 Holder that:
(A)
WEST HAS BEEN DULY FORMED AND IS VALIDLY EXISTING AS A
DELAWARE STATUTORY TRUST IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE WITH ORGANIZATIONAL POWER AND AUTHORITY TO OWN, LEASE AND OPERATE ITS
PROPERTIES AND TO CONDUCT ITS BUSINESS AS DESCRIBED IN THE INDENTURE, HAS BEEN
DULY QUALIFIED AS A FOREIGN TRUST TO TRANSACT BUSINESS AND IS IN GOOD STANDING
IN EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS REQUIRED, WHETHER BY REASON
OF THE OWNERSHIP OR LEASING OF PROPERTY OR THE CONDUCT OF BUSINESS, EXCEPT WHERE
THE FAILURE TO BE SO QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON
(I) ITS CONDITION (FINANCIAL OR OTHERWISE), RESULTS OF OPERATIONS, ASSETS,
AFFAIRS OF WEST AND THE WEST SUBSIDIARIES TAKEN AS A WHOLE, OR (II) THE ABILITY
OF WEST TO PERFORM ITS OBLIGATIONS UNDER ANY RELATED DOCUMENT TO WHICH IT IS A
PARTY, OR (III) THE ENFORCEABILITY OF ANY RELATED DOCUMENT INCLUDING THE ABILITY
OF THE INDENTURE TRUSTEE TO ENFORCE ITS RIGHTS UNDER ANY RELATED DOCUMENT (A
MATERIAL ADVERSE EFFECT ON ANY OF (I), (II) AND (III) ABOVE, A "MATERIAL ADVERSE
EFFECT").
(B)
WEST FUNDING HAS BEEN DULY FORMED AND IS VALIDLY EXISTING