THE NOTE REGISTRAR SHALL DELIVER ONLY NOTES THAT BEAR THE
PRIVATE PLACEMENT LEGEND UNLESS EITHER (I) THE PRIVATE PLACEMENT LEGEND IS NO
LONGER REQUIRED UNDER SECTION 2.02 HEREOF OR, IN RESPECT OF A DEFINITIVE NOTE,
THE CONDITION SET FORTH IN PARAGRAPH (E)(II) OF THIS SECTION 2.12 EXISTS OR
(II) THERE IS DELIVERED TO THE NOTE REGISTRAR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO WEST AND THE INDENTURE TRUSTEE TO THE EFFECT THAT NEITHER SUCH
LEGEND NOR THE RELATED RESTRICTIONS ON TRANSFER ARE REQUIRED IN ORDER TO
MAINTAIN COMPLIANCE WITH THE PROVISIONS OF THE SECURITIES ACT.
(G)
GENERAL.
BY ITS ACCEPTANCE OF ANY NOTE BEARING THE PRIVATE
PLACEMENT LEGEND, EACH HOLDER OF SUCH NOTE ACKNOWLEDGES THE RESTRICTIONS ON
TRANSFER OF SUCH NOTE SET FORTH IN THIS INDENTURE AND IN THE PRIVATE PLACEMENT
LEGEND AND AGREES THAT IT WILL TRANSFER SUCH NOTE ONLY AS PROVIDED IN THIS
INDENTURE.
THE NOTE REGISTRAR SHALL NOT REGISTER A TRANSFER OF ANY NOTE UNLESS
SUCH TRANSFER COMPLIES WITH THE RESTRICTIONS ON TRANSFER OF SUCH NOTE SET FORTH
IN THIS INDENTURE. IN CONNECTION WITH ANY TRANSFER OF NOTES, EACH HOLDER AGREES
BY ITS ACCEPTANCE OF THE NOTES TO FURNISH THE INDENTURE TRUSTEE THE
CERTIFICATIONS AND LEGAL OPINIONS DESCRIBED HEREIN TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; PROVIDED THAT THE INDENTURE
TRUSTEE SHALL NOT BE REQUIRED TO DETERMINE (BUT MAY RELY ON A DETERMINATION MADE
BY WEST WITH RESPECT TO) THE SUFFICIENCY OF ANY SUCH LEGAL OPINIONS.
Section 2.13
Temporary Definitive Notes.
(A)
PENDING THE PREPARATION OF DEFINITIVE NOTES OF ANY SERIES, WEST
MAY EXECUTE AND THE INDENTURE TRUSTEE MAY AUTHENTICATE AND DELIVER TEMPORARY
DEFINITIVE NOTES OF SUCH SERIES WHICH ARE PRINTED, LITHOGRAPHED, TYPEWRITTEN OR
OTHERWISE PRODUCED, IN ANY DENOMINATION, CONTAINING SUBSTANTIALLY THE SAME TERMS
AND PROVISIONS AS ARE SET FORTH IN THE APPLICABLE EXHIBIT HERETO OR IN ANY
INDENTURE SUPPLEMENTAL HERETO, EXCEPT FOR SUCH APPROPRIATE INSERTIONS,
OMISSIONS, SUBSTITUTIONS AND OTHER VARIATIONS RELATING TO THEIR TEMPORARY NATURE
AS THE SIGNATORY TRUSTEE OF WEST EXECUTING SUCH TEMPORARY DEFINITIVE NOTES MAY
DETERMINE, AS EVIDENCED BY HIS EXECUTION OF SUCH TEMPORARY DEFINITIVE NOTES.
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(B)
IF TEMPORARY DEFINITIVE NOTES OF ANY SERIES ARE ISSUED, WEST WILL
CAUSE DEFINITIVE NOTES OF SUCH SERIES TO BE PREPARED WITHOUT UNREASONABLE
DELAY.
AFTER THE PREPARATION OF DEFINITIVE NOTES OF SUCH SERIES, THE TEMPORARY
DEFINITIVE NOTES SHALL BE EXCHANGEABLE FOR DEFINITIVE NOTES UPON SURRENDER OF
SUCH TEMPORARY DEFINITIVE NOTES AT THE CORPORATE TRUST OFFICE OF THE INDENTURE
TRUSTEE, WITHOUT CHARGE TO THE HOLDER THEREOF.
UPON SURRENDER FOR CANCELLATION
OF ANY ONE OR MORE TEMPORARY DEFINITIVE NOTES, WEST SHALL EXECUTE AND THE
INDENTURE TRUSTEE SHALL AUTHENTICATE AND DELIVER IN EXCHANGE THEREFOR DEFINITIVE
NOTES OF LIKE SERIES, IN AUTHORIZED DENOMINATIONS AND IN THE SAME AGGREGATE
PRINCIPAL AMOUNTS.
UNTIL SO EXCHANGED, SUCH TEMPORARY DEFINITIVE NOTES SHALL IN
ALL RESPECTS BE ENTITLED TO THE SAME BENEFITS UNDER THIS INDENTURE AS DEFINITIVE
NOTES.
Section 2.14
Statements to Noteholders.
(A)
ON THE