PURCHASE OF THE SERIES 2008-B1
NOTES PURSUANT TO THIS AGREEMENT; (III) SUCH SERIES 2008-B1 HOLDER AND ITS
ADVISORS HAVE RECEIVED ALL INFORMATION AND DATA THAT IT AND SUCH ADVISORS
BELIEVE TO BE NECESSARY IN ORDER TO REACH AN INFORMED DECISION AS TO THE
ADVISABILITY OF THE PURCHASE OF THE SERIES 2008-B1 NOTES PURSUANT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; (IV) SUCH SERIES 2008-B1 HOLDER
UNDERSTANDS THE NATURE OF THE POTENTIAL RISKS AND POTENTIAL REWARDS OF THE
PURCHASE OF THE SERIES 2008-B1 NOTES; (V) SUCH SERIES 2008-B1 HOLDER IS A
SOPHISTICATED INVESTOR WITH INVESTMENT EXPERIENCE; AND (VI) SUCH SERIES 2008-B1
HOLDER ACKNOWLEDGES THAT ANY PROJECTIONS OR PREDICTIONS THAT MAY HAVE BEEN MADE
AVAILABLE TO SUCH SERIES 2008-B1 HOLDER ARE BASED ON ESTIMATES, ASSUMPTIONS, AND
FORECASTS WHICH MAY PROVE TO BE INCORRECT, AND NO ASSURANCE IS GIVEN THAT ACTUAL
RESULTS WILL CORRESPOND WITH THE RESULTS CONTEMPLATED BY THE VARIOUS
PROJECTIONS.
(F)
SUCH SERIES 2008-B1 HOLDER UNDERSTANDS THAT DISTRIBUTIONS
(INCLUDING A RETURN OF PRINCIPAL) ON THE SERIES 2008-B1 NOTES ARE NOT
GUARANTEED, BUT ARE DEPENDENT ON THE PERFORMANCE OF THE COLLATERAL AND OTHER
ASSETS OR INVESTMENTS HELD BY WEST AND THAT DUE TO THE STRUCTURE OF THE
TRANSACTION AND THE PERFORMANCE OF THE COLLATERAL AND OTHER ASSETS OR
INVESTMENTS HELD BY WEST AND THE WEST SUBSIDIARIES, IT IS POSSIBLE THAT PAYMENTS
ON THE SERIES 2008-B1 NOTES MAY BE DEFERRED, REDUCED OR NOT MADE AT ALL.
IT
UNDERSTANDS THAT WEST WILL HAVE NO SIGNIFICANT ASSETS OTHER THAN THE COLLATERAL
PLEDGED UNDER THE SECURITY TRUST AGREEMENT AND DISTRIBUTIONS ON THE
SERIES 2008-B1 NOTES WILL BE PAYABLE SOLELY FROM AND TO THE EXTENT OF THE
AVAILABLE COLLECTIONS OF AND PROCEEDS FROM SUCH COLLATERAL IN ACCORDANCE WITH
THE PRIORITY OF PAYMENTS PROVIDED FOR UNDER THE INDENTURE.
(G)
SUCH SERIES 2008-B1 HOLDER ACKNOWLEDGES AND UNDERSTANDS THAT
IT IS THE INTENT OF WEST THAT FOR PURPOSES OF U.S. FEDERAL INCOME, STATE AND
LOCAL INCOME AND FRANCHISE TAXES AND ANY OTHER INCOME TAXES, THE SERIES 2008-B1
NOTES WILL BE TREATED AS INDEBTEDNESS AND, IF SUCH SERIES 2008-B1 HOLDER IS
(X) A U.S. HOLDER, (Y) A NON-U.S. HOLDER THAT IS A FOREIGN CORPORATION THAT IS A
"CONTROLLED FOREIGN CORPORATION" OR A "PASSIVE FOREIGN INVESTMENT COMPANY" FOR
U.S. FEDERAL INCOME TAX PURPOSES OR (Z) A NON-U.S. HOLDER WHOSE INCOME FROM ITS
SERIES 2008-B1 NOTES IS EFFECTIVELY CONNECTED WITH THE CONDUCT OF A U.S. TRADE
OR BUSINESS FOR U.S.
17
FEDERAL INCOME TAX PURPOSES, SUCH SERIES 2008-B1 HOLDER AGREES TO SUCH TREATMENT
AND AGREES TO TAKE NO ACTION INCONSISTENT WITH SUCH TREATMENT.
ARTICLE VI
CERTAIN COVENANTS OF PARTIES
Section 6.01.
Securities Act.
WEST agrees not to
sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in the Securities Act) that would be integrated with
the sale of the Series 2008-B1 Notes and the Series 2008-A1 Notes in a manner
that would require the registration under the Securities Act of the sale to the
Initial Series 2008-B1 Holder and the Series 2008-A1