SUCH CONSOLIDATION, MERGE SALE OR DISPOSITION, A
"MERGER TRANSACTION"), UNLESS:
(I)
THE RESULTING ENTITY IS A SPECIAL
PURPOSE ENTITY, THE CHARTER OF WHICH IS SUBSTANTIALLY SIMILAR TO THE TRUST
AGREEMENT, AND, AFTER SUCH MERGER TRANSACTION, PAYMENTS FROM SUCH RESULTING
ENTITY TO THE NOTEHOLDERS DO NOT GIVE RISE TO ANY WITHHOLDING TAX PAYMENTS LESS
FAVORABLE TO THE NOTEHOLDERS THAN THE AMOUNT OF ANY WITHHOLDING TAX PAYMENTS
WHICH WOULD HAVE BEEN REQUIRED HAD SUCH MERGER TRANSACTION
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NOT OCCURRED AND SUCH ENTITY IS NOT SUBJECT TO TAXATION AS A CORPORATION OR AN
ASSOCIATION OR A PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION;
(II)
(A) SUCH MERGER TRANSACTION HAS BEEN
UNANIMOUSLY APPROVED BY THE CONTROLLING TRUSTEES AND (B) THE SURVIVING SUCCESSOR
OR TRANSFEREE ENTITY SHALL EXPRESSLY ASSUME ALL OF THE OBLIGATIONS OF WEST UNDER
THIS INDENTURE, THE NOTES AND EACH OTHER RELATED DOCUMENT TO WHICH WEST IS THEN
A PARTY (WITH, IN THE CASE OF A TRANSFER ONLY, WEST THEREUPON BEING RELEASED);
(III)
BOTH BEFORE, AND IMMEDIATELY AFTER GIVING
EFFECT TO SUCH MERGER TRANSACTION, NO CONCENTRATION VIOLATION, SENIOR BORROWING
BASE DEFICIENCY, JUNIOR ASSET BASE DEFICIENCY, MAXIMUM BORROWING BASE
DEFICIENCY, EVENT OF DEFAULT OR EARLY AMORTIZATION EVENT SHALL HAVE OCCURRED AND
BE CONTINUING;
(IV)
EACH OF (A) A RATING AGENCY CONFIRMATION,
(B) THE CONSENT OF THE CONTROL PARTY FOR EACH SERIES OF SERIES B NOTES, AND
(C) THE PRIOR WRITTEN CONSENT OF THE SENIOR LIQUIDITY PROVIDER HAS BEEN OBTAINED
WITH RESPECT TO SUCH MERGER TRANSACTION;
(V)
FOR U.S. FEDERAL INCOME TAX PURPOSES, SUCH
MERGER TRANSACTION DOES NOT RESULT IN THE RECOGNITION OF GAIN OR LOSS BY ANY
NOTEHOLDER; AND
(VI)
WEST DELIVERS TO THE INDENTURE TRUSTEE AN
OFFICER'S CERTIFICATE AND AN OPINION OF COUNSEL, IN EACH CASE STATING THAT SUCH
MERGER TRANSACTION COMPLIES WITH THE ABOVE CRITERIA AND, IF APPLICABLE,
SECTION 5.03(A) HEREOF AND THAT ALL CONDITIONS PRECEDENT PROVIDED FOR HEREIN
RELATING TO SUCH TRANSACTION HAVE BEEN COMPLIED WITH.
(H)
LIMITATION ON TRANSACTIONS WITH AFFILIATES.
WEST WILL NOT, AND WILL NOT PERMIT ANY WEST GROUP MEMBER TO, DIRECTLY OR
INDIRECTLY, ENTER INTO, RENEW OR EXTEND ANY TRANSACTION (INCLUDING, WITHOUT
LIMITATION, THE PURCHASE, SALE, LEASE OR EXCHANGE OF PROPERTY OR ASSETS, OR THE
RENDERING OF ANY SERVICE) WITH ANY AFFILIATE OF WEST OR ANY WEST GROUP MEMBER,
EXCEPT UPON FAIR AND REASONABLE TERMS NO LESS FAVORABLE TO WEST OR SUCH WEST
GROUP MEMBER THAN COULD BE OBTAINED, AT THE TIME OF SUCH TRANSACTION OR AT THE
TIME OF THE EXECUTION OF THE AGREEMENT PROVIDING THEREFOR, IN A COMPARABLE
ARM'S-LENGTH TRANSACTION WITH A PERSON THAT IS NOT SUCH AN AFFILIATE, PROVIDED,
THAT THE FOREGOING RESTRICTION DOES NOT LIMIT OR APPLY TO THE FOLLOWING:
(I)
ANY TRANSACTION IN CONNECTION WITH THE
ESTABLISHMENT OF WEST, ITS ACQUISITION OF WEST FUNDING AND THE INITIAL ENGINES
(OR RELATED ENGINE TRUSTS) OR PURSUANT TO THE TERMS OF THE RELATED DOCUMENTS;
(II)
ANY TRANSACTION WITHIN AND AMONG WEST OR
ANY WEST GROUP MEMBER; PROVIDED THAT NO SUCH TRANSACTION, OTHER THAN AMONG WEST
AND ANY WEST GROUP MEMBER, SHALL BE CONSUMMATED IF