BE REQUIRED IN ACQUIRING ANY REMAINING
ENGINES, INCLUDING CONSENTS AND ASSIGNMENTS) HAVE BEEN OBTAINED AND ARE IN FULL
FORCE AND EFFECT AND NOT CONTINGENT UPON FULFILLMENT OF ANY CONDITION.
(I)
NO LITIGATION.
THERE IS NO CLAIM,
ACTION, SUIT, INVESTIGATION OR PROCEEDING PENDING AGAINST, OR TO THE KNOWLEDGE
OF WEST, THREATENED AGAINST OR AFFECTING, WEST OR ANY WEST GROUP MEMBER BEFORE
ANY COURT OR ARBITRATOR OR ANY GOVERNMENTAL BODY, AGENCY OR OFFICIAL WHICH IN
ANY MANNER CHALLENGES OR SEEKS TO PREVENT, ENJOIN, ALTER OR MATERIALLY DELAY THE
TRANSACTIONS CONTEMPLATED BY THIS INDENTURE (INCLUDING THE EXHIBITS AND
SCHEDULES ATTACHED HERETO) AND/OR THE RELATED DOCUMENTS.
(J)
EMPLOYEES, SUBSIDIARIES.
WEST AND EACH
WEST GROUP MEMBER HAS NO EMPLOYEES.
THE LISTS SET FORTH IN SCHEDULE 1, SCHEDULE
2-1, SCHEDULE 2-2 AND SCHEDULE 3 HERETO CONSTITUTE A TRUE AND COMPLETE LIST, AS
OF THE DATE HEREOF, OF ALL WEST SUBSIDIARIES, TOGETHER WITH THEIR JURISDICTIONS
OF ORGANIZATION.
(K)
OWNERSHIP.
WEST OR A WEST SUBSIDIARY IS
THE BENEFICIAL OWNER OF THE COLLATERAL FREE FROM ALL ENCUMBRANCES AND CLAIMS
WHATSOEVER OTHER THAN PERMITTED ENCUMBRANCES.
(L)
NO FILINGS.
UNDER THE LAWS OF DELAWARE
AND NEW YORK (INCLUDING U.S. FEDERAL LAW) IN FORCE AT THE DATE HEREOF, IT IS NOT
NECESSARY OR DESIRABLE THAT THIS INDENTURE OR ANY RELATED DOCUMENT TO WHICH A
WEST GROUP MEMBER IS A PARTY (OTHER THAN EVIDENCES OF THE SECURITY INTERESTS) BE
FILED, RECORDED OR ENROLLED (OTHER THAN THE FILING OF THE TRUST AGREEMENT IN
DELAWARE AND OF THE ENGINE MORTGAGES WITH THE FAA) WITH ANY COURT OR OTHER
AUTHORITY IN ANY SUCH JURISDICTIONS OR THAT ANY STAMP, REGISTRATION OR SIMILAR
TAX BE PAID ON OR IN RELATION TO THIS INDENTURE OR ANY OF THE OTHER RELATED
DOCUMENTS IN ALL MATERIAL RESPECTS (OTHER THAN FILINGS OF UCC FINANCING
STATEMENTS AND THE VARIOUS CONSENTS AND AGREEMENTS PURSUANT TO THE SECURITY
TRUST AGREEMENT).
(M)
OTHER REPRESENTATIONS.
The representations and warranties made by WEST and each WEST Group Member in
any of the other Related Documents are true and accurate as of the date made.
(N)
OTHER REGULATIONS.
WEST IS NOT AN
"INVESTMENT COMPANY," OR AN "AFFILIATED PERSON" OF, OR A "PROMOTER" OR
"PRINCIPAL UNDERWRITER" FOR, AN "INVESTMENT COMPANY," AS SUCH TERMS ARE DEFINED
IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
Section 5.02
General Covenants.
WEST covenants with the Indenture Trustee as follows:
117
(A)
NO RELEASE OF OBLIGATIONS.
WEST WILL NOT
TAKE, OR KNOWINGLY PERMIT ANY WEST GROUP MEMBER TO TAKE, ANY ACTION WHICH WOULD
AMEND, TERMINATE (OTHER THAN ANY TERMINATION IN CONNECTION WITH THE REPLACEMENT
OF SUCH AGREEMENT ON TERMS SUBSTANTIALLY NO LESS FAVORABLE TO WEST THAN THE
AGREEMENT BEING TERMINATED) OR DISCHARGE OR PREJUDICE THE VALIDITY OR
EFFECTIVENESS OF THIS INDENTURE (OTHER THAN AS PERMITTED HEREIN) OR ANY OTHER
RELATED DOCUMENT OR PERMIT ANY PARTY TO ANY SUCH DOCUMENT TO BE RELEASED FROM
SUCH OBLIGATIONS, EXCEPT THAT; IN EACH CASE, AS PERMITTED OR CONTEMPLATED BY THE
TERMS OF SUCH DOCUMENTS, AND PROVIDED THAT SUCH ACTIONS MAY BE TAKEN OR
PERMITTED SUCH RELEASE MAY