MATTERS, THAT IS IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE INITIAL
SERIES 2007-A2 HOLDERS.
(N)
THE INITIAL SERIES 2007-A2 HOLDERS SHALL HAVE RECEIVED FROM
MORRIS, JAMES, HITCHENS & WILLIAMS LLP, IN ITS CAPACITY AS SPECIAL DELAWARE
COUNSEL FOR WEST AND WEST FUNDING, AN OPINION OR OPINIONS, DATED THE EFFECTIVE
DATE AND ADDRESSED TO THE SERIES 2007-A2 HOLDERS, ADDRESSING DELAWARE ENTITY AND
SECURITY INTEREST PERFECTION MATTERS, THAT IS IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO THE INITIAL SERIES 2007-A2 HOLDERS.
(O)
THE SERIES 2007-A2 NOTES SHALL HAVE BEEN RATED BY MOODY'S AND
FITCH NOT LESS THAN "BAA1" AND "A", RESPECTIVELY, AND SUCH RATINGS SHALL NOT
HAVE BEEN RESCINDED.
(P)
THE SERIES 2007-A2 RELATED DOCUMENTS SHALL HAVE BEEN DULY
EXECUTED AND DELIVERED BY THE PARTIES THERETO.
(Q)
THE SERIES 2007-A2 NOTES SHALL HAVE BEEN EXECUTED BY WEST AND
AUTHENTICATED BY THE INDENTURE TRUSTEE.
(R)
ALL PROCEEDINGS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER SERIES 2007-A2 RELATED DOCUMENTS
SHALL BE SATISFACTORY IN FORM AND SUBSTANCE TO THE INITIAL SERIES 2007-A2
HOLDERS.
11
(S)
WEST SHALL HAVE PAID ALL COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2007-A2 NOTES.
Section 3.02.
Conditions Precedent to Obligations of
Series 2007-A2 Holders to Make Series 2007-A2 Loans on and after Effective
Date.
The obligations of the Series 2007-A2 Holders to make Series 2007-A2
Loans on any Funding Date after the Effective Date are subject to the following
conditions precedent:
(A)
FUNDING REQUEST.
WEST SHALL HAVE DELIVERED A FUNDING
REQUEST TO THE SERIES 2007-A2 HOLDERS (WITH A COPY TO THE INDENTURE TRUSTEE) IN
RESPECT OF SUCH SERIES 2007-A2 LOANS AT LEAST THREE (3) BUSINESS DAYS PRIOR TO
THE APPLICABLE FUNDING DATE (OR SUCH SHORTER PERIOD AS MAY BE AGREED BY THE
SERIES 2007-A2 HOLDERS AND THE INDENTURE TRUSTEE).
(b)
Certificate.
Each of the following shall be true, and the
Indenture Trustee shall have received a certificate substantially in the form of
Exhibit B hereto signed and delivered by any Controlling Trustee stating that:
(I)
THE REPRESENTATIONS AND WARRANTIES OF WEST CONTAINED IN
THIS AGREEMENT ARE TRUE AND CORRECT ON AND AS OF SUCH FUNDING DATE, AS THOUGH
MADE ON AND AS OF SUCH DATE;
(II)
WEST HAS PERFORMED ALL AGREEMENTS CONTAINED IN THE
SERIES 2007-A2 RELATED DOCUMENTS TO BE PERFORMED ON ITS PART AT OR PRIOR TO SUCH
FUNDING DATE;
(III)
AS OF SUCH FUNDING DATE, NO EVENT OF DEFAULT HAS OCCURRED OR IS
CONTINUING, AND NO FACT, CONDITION OR EVENT EXISTS OR HAS OCCURRED WHICH WOULD,
UPON THE GIVING OF NOTICE OR THE PASSAGE OF TIME OR BOTH, CONSTITUTE AN EVENT OF
DEFAULT, UNLESS HOLDERS REPRESENTING ONE HUNDRED PERCENT (100%) OF THE
OUTSTANDING PRINCIPAL BALANCE OF THE SERIES 2007-A2 NOTES AND SERIES 2007-B2
NOTES HAVE WAIVED THE OCCURRENCE OF EACH AND EVERY EVENT OF DEFAULT THAT HAS
OCCURRED OR WOULD OCCUR;
(IV)
ON SUCH FUNDING DATE, SERIES 2007-B2 LOANS ARE ALSO BEING MADE BY
THE SERIES 2007-B2 HOLDERS UNDER THE SERIES 2007-B2 NOTE PURCHASE AGREEMENT IN