OR ANY
OTHER SECURITIES LAW AND THAT IT HAS NO RIGHT TO REQUIRE WEST TO REGISTER THE
SERIES 2008-B1 NOTES UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAW. SUCH
SERIES 2008-B1 HOLDER AGREES THAT THE SERIES 2008-B1 NOTES MAY NOT BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT AND TO A PERSON THAT SUCH SERIES 2008-B1 HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER OR INSTITUTIONAL ACCREDITED INVESTOR
PURCHASING FOR ITS OWN ACCOUNT OR TO A "NON-U.S. PERSON" PURSUANT TO REGULATION
S OF THE SECURITIES ACT (AS SUCH TERM IS DEFINED THEREIN).
NEITHER SUCH
SERIES 2008-B1 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 2008-B1 NOTE.
(C)
SUCH SERIES 2008-B1 HOLDER UNDERSTANDS THAT AN INVESTMENT IN
THE SERIES 2008-B1 NOTES INVOLVES CERTAIN RISKS, INCLUDING THE RISK OF LOSS OF
ALL OR A SUBSTANTIAL PART OF ITS INVESTMENT UNDER CERTAIN CIRCUMSTANCES. SUCH
SERIES 2008-B1 HOLDER HAS HAD THE OPPORTUNITY TO REVIEW FINANCIAL AND OTHER
INFORMATION CONCERNING WEST, THE SERIES 2008-B1 NOTES AND THE COLLATERAL PLEDGED
UNDER THE SECURITY TRUST AGREEMENT (THE "COLLATERAL"), IN EACH CASE TO THE
EXTENT IT DETERMINED NECESSARY OR APPROPRIATE IN ORDER TO MAKE AN INFORMED
INVESTMENT DECISION WITH RESPECT TO ITS PURCHASE OF THE SERIES 2008-B1 NOTES,
INCLUDING AN OPPORTUNITY TO ASK QUESTIONS AND REQUEST INFORMATION CONCERNING
WEST AND THE SERIES 2008-B1 NOTES, AND ALL QUESTIONS HAVE BEEN ANSWERED TO THE
FULL SATISFACTION OF SUCH SERIES 2008-B1 HOLDER.
16
(D)
SUCH SERIES 2008-B1 HOLDER IS AWARE OF THE FOLLOWING:
(I) THERE ARE SIGNIFICANT RESTRICTIONS ON AND CONDITIONS TO THE TRANSFERABILITY
OF THE SERIES 2008-B1 NOTES (AND THE SERIES 2008-B1 NOTES WILL BEAR LEGENDS
REFERRING TO SUCH RESTRICTIONS), AND THERE IS NO MARKET FOR THE SERIES 2008-B1
NOTES AND NO MARKET IS EXPECTED TO DEVELOP FOR THE SERIES 2008-B1 NOTES, AND,
ACCORDINGLY, IT MAY NOT BE POSSIBLE FOR SUCH SERIES 2008-B1 HOLDER TO LIQUIDATE
ITS INVESTMENT IN THE SERIES 2008-B1 NOTES; AND (II) NO GOVERNMENTAL AUTHORITY
HAS MADE ANY FINDINGS AS TO THE FAIRNESS OF THIS AGREEMENT OR THE TERMS AND
CONDITIONS OF THE SERIES 2008-B1 NOTES.
(E)
SUCH SERIES 2008-B1 HOLDER FURTHER REPRESENTS AND WARRANTS
TO WEST AND THE ADMINISTRATIVE AGENT AS OF THE CLOSING 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 2008-B1 NOTES AND
HAS CAREFULLY CONSIDERED THE SUITABILITY OF AN INVESTMENT IN SUCH NOTES AND HAS
DETERMINED THAT THE SERIES 2008-B1 NOTES ARE A SUITABLE INVESTMENT; (II) IT 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 2008-B1 HOLDER DEEMS TO BE, OR SUCH ADVISORS HAVE ADVISED TO BE,
NECESSARY OR ADVISABLE IN CONNECTION WITH THE