RELATED DOCUMENTS TO WHICH THE
ADMINISTRATIVE AGENT IS A PARTY HAVE BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED BY THE ADMINISTRATIVE AGENT AND CONSTITUTE VALID AND LEGALLY BINDING
AGREEMENTS ENFORCEABLE AGAINST THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH THEIR
TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY (A) BANKRUPTCY, INSOLVENCY,
FRAUDULENT CONVEYANCE, REORGANIZATION, RECEIVERSHIP, MORATORIUM OR OTHER SIMILAR
LAWS AFFECTING THE ENFORCEMENT OF THE RIGHTS OF CREDITORS GENERALLY, (B) GENERAL
PRINCIPLES OF EQUITY, WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR
AT LAW, AND (C) PUBLIC POLICY CONSIDERATIONS UNDERLYING THE SECURITIES LAWS, TO
THE EXTENT THAT SUCH PUBLIC POLICY CONSIDERATIONS LIMIT THE ENFORCEABILITY OF
THE PROVISIONS OF SUCH RELATED DOCUMENTS THAT PURPORT TO PROVIDE INDEMNIFICATION
FROM SECURITIES LAW LIABILITIES.
(D)
THE ADMINISTRATIVE AGENT IS NOT (A) IN VIOLATION OF ITS CERTIFICATE OF
INCORPORATION OR BY-LAWS (OR SIMILAR ORGANIZATIONAL DOCUMENTS), (B) IN DEFAULT
IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATION, AGREEMENT, COVENANT
OR CONDITION CONTAINED IN ANY CONTRACT, INDENTURE, MORTGAGE, LOAN AGREEMENT,
NOTE, LEASE OR OTHER INSTRUMENT TO WHICH THE ADMINISTRATIVE AGENT IS A PARTY, OR
TO WHICH ANY OF THE PROPERTY OR ASSETS OF THE ADMINISTRATIVE AGENT MAY BE
SUBJECT, OR BY WHICH IT MAY BE BOUND, OR (C) IN VIOLATION OF ANY APPLICABLE LAW,
STATUTE, ORDINANCE, RULE, REGULATION, REQUIREMENT, JUDGMENT OR COURT DECREE
HAVING JURISDICTION OVER IT OR ANY OF ITS ASSETS OR PROPERTIES (WHETHER OWNED OR
LEASED) OTHER THAN, IN THE CASE OF CLAUSES (B) AND (C), ANY DEFAULT OR VIOLATION
THAT COULD NOT REASONABLY BE EXPECTED TO (X) INDIVIDUALLY OR IN THE AGGREGATE,
RESULT IN A MATERIAL ADVERSE EFFECT, (Y) INTERFERE WITH OR ADVERSELY AFFECT THE
ISSUANCE OR MARKETABILITY OF THE SERIES 2008-A1 NOTES ISSUED HEREUNDER, OR
(Z) IN ANY MANNER DRAW INTO QUESTION THE VALIDITY OF THIS AGREEMENT OR ANY OTHER
SERIES 2008-A1 RELATED DOCUMENT.
(E)
NO AUTHORIZATION, APPROVAL, CONSENT OR ORDER OF OR FILING,
REGISTRATION, QUALIFICATION, LICENSE OR PERMIT OF OR WITH ANY COURT OR
GOVERNMENTAL AUTHORITY OR AGENCY OR ANY OTHER PERSON IS NECESSARY IN CONNECTION
WITH (A) THE OFFERING, ISSUANCE OR SALE OF THE SERIES 2008-A1 NOTES HEREUNDER
AND (B) THE EXECUTION, DELIVERY AND PERFORMANCE BY THE ADMINISTRATIVE AGENT,
WEST AND THE WEST SUBSIDIARIES OF THIS AGREEMENT AND THE OTHER RELATED
DOCUMENTS,
15
EXCEPT SUCH AS HAVE BEEN, OR AS OF THE CLOSING DATE WILL HAVE BEEN, OBTAINED OR
SUCH AS MAY OTHERWISE BE REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS IN
CONNECTION WITH THE OFFER FOR SALE AND PURCHASE BY THE SERIES 2008-A1 HOLDERS OF
THE SERIES 2008-A1 NOTES, AND ANY RECORDATION OF THE PLEDGE OF THE COLLATERAL TO
THE SECURITY TRUSTEE PURSUANT TO THE SECURITY TRUST AGREEMENT THAT HAS NOT YET
BEEN COMPLETED, OTHER THAN AS PROVIDED IN THE RELATED DOCUMENTS.
(F)
OTHER THAN THE INSURANCE WITH RESPECT TO THE ENGINES UNDER LEASES,
WHICH INSURANCE IS MAINTAINED BY THE RESPECTIVE LESSEES, THE ADMINISTRATIVE
AGENT MAINTAINS INSURANCE WITH RESPECT TO THE ASSETS, PROPERTIES AND BUSINESS OF
THE ADMINISTRATIVE AGENT OF THE TYPES AND IN AMOUNTS GENERALLY DEEMED ADEQUATE
FOR THEIR