AT
THE INITIAL CLOSING DATE AND ON EACH FUNDING DATE, WILL HAVE GOOD AND MARKETABLE
TITLE TO ALL PROPERTIES AND ASSETS, FREE AND CLEAR OF ALL LIENS, CHARGES,
ENCUMBRANCES OR RESTRICTIONS, EXCEPT FOR PERMITTED ENCUMBRANCES OR ARE NOT
MATERIAL TO THE BUSINESS OF WEST AND THE WEST SUBSIDIARIES.
(L)
WEST AND EACH WEST SUBSIDIARY POSSESSES,
AND AT THE INITIAL CLOSING DATE AND ON EACH FUNDING DATE, WILL POSSESS ALL
MATERIAL LICENSES, CERTIFICATES, AUTHORITIES OR PERMITS, IF ANY ARE REQUIRED
PURSUANT TO PREVAILING APPLICABLE LAW, ISSUED BY THE APPROPRIATE STATE, FEDERAL
OR FOREIGN REGULATORY AGENCIES OR BODIES NECESSARY TO CONDUCT ITS BUSINESS, AND
WEST HAS NOT RECEIVED ANY NOTICE OF PROCEEDINGS RELATING TO THE REVOCATION OR
MODIFICATION OF ANY SUCH LICENSE, CERTIFICATE, AUTHORITY OR PERMIT WHICH, SINGLY
OR IN THE AGGREGATE, IF THE SUBJECT OF AN UNFAVORABLE DECISION, RULING OR
FINDING, (1) WOULD RESULT IN A MATERIAL ADVERSE EFFECT, OR (2) WOULD MATERIALLY
AND ADVERSELY AFFECT THE ABILITY OF WEST TO PERFORM ITS OBLIGATIONS HEREUNDER OR
UNDER THE RELATED DOCUMENTS.
(M)
NO PART OF THE PROCEEDS OF THE LOANS WILL BE
USED FOR "BUYING" OR "CARRYING" ANY "MARGIN STOCK" WITHIN THE RESPECTIVE
MEANINGS OF EACH OF THE QUOTED TERMS UNDER REGULATION T, U AND X AS NOW AND FROM
TIME TO TIME HEREAFTER IN EFFECT OR FOR ANY PURPOSE THAT VIOLATES THE PROVISIONS
OF THE REGULATIONS OF THE BOARD.
(N)
WEST IS NOT, AND AFTER GIVING EFFECT TO THE
SALE OF THE SERIES B2 NOTES TO THE SERIES B2 NOTEHOLDERS PURSUANT TO THIS
AGREEMENT AND THE APPLICATION OF THE PROCEEDS THEREFROM, WILL NOT BE AN
"INVESTMENT COMPANY" UNDER THE 1940 ACT NOR IS WEST AN ENTITY "CONTROLLED" BY AN
"INVESTMENT COMPANY" AS SUCH TERM IS DEFINED IN THE 1940 ACT.
(O)
OTHER THAN THE INSURANCE WITH RESPECT TO THE
ENGINES UNDER LEASES, WHICH INSURANCE IS MAINTAINED BY THE RESPECTIVE LESSEES,
WEST AND THE WEST SUBSIDIARIES MAINTAIN INSURANCE WITH RESPECT TO THE ASSETS,
PROPERTIES AND BUSINESS OF WEST AND THE WEST SUBSIDIARIES OF THE TYPES AND IN
AMOUNTS GENERALLY DEEMED ADEQUATE FOR THEIR BUSINESSES AND CONSISTENT WITH
INSURANCE COVERAGE MAINTAINED BY SIMILAR COMPANIES AND BUSINESSES AND AS
REQUIRED BY THE INDENTURE AND OTHER RELATED DOCUMENTS, ALL OF WHICH INSURANCE IS
IN FULL FORCE AND EFFECT.
(P)
ANY TAXES, FEES AND OTHER GOVERNMENTAL
CHARGES IN CONNECTION WITH THE EXECUTION, DELIVERY AND ISSUANCE OF THE RELATED
DOCUMENTS TO WHICH WEST IS A PARTY AND OF THE SERIES B2 NOTES HAVE BEEN PAID OR
WILL BE PAID AT OR PRIOR TO THE CLOSING DATE.
(Q)
ASSUMING THE ACCURACY OF THE
REPRESENTATIONS, WARRANTIES, AGREEMENTS AND COVENANTS OF EACH OF THE SERIES B2
NOTEHOLDERS CONTAINED IN ARTICLE V HEREOF, THE OFFER, SALE AND DELIVERY OF THE
SERIES B2 NOTES IN THE MANNER CONTEMPLATED BY THIS AGREEMENT DO NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT AND, IN CONNECTION THEREWITH, THE
INDENTURE IS NOT REQUIRED TO BE QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939.
(R)
NO SECURITIES OF THE SAME CLASS (WITHIN
THE MEANING OF PARAGRAPH (D)(3) OF