2008-B1 HOLDER CONTAINED IN ARTICLE V
HEREOF, THE OFFERING, ISSUANCE OR SALE OF THE SERIES 2008-B1 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,
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 THE PURCHASE BY THE INITIAL
SERIES 2008-B1 HOLDER OF THE SERIES 2008-B1 NOTES, ANY RECORDATION OF THE PLEDGE
OF THE COLLATERAL TO THE SECURITY TRUSTEE PURSUANT TO THE SECURITY TRUST
AGREEMENT THAT HAS NOT YET BEEN COMPLETED, OR OTHER THAN AS PROVIDED IN THE
SERIES 2008-B1 RELATED DOCUMENTS.
(J)
SINCE DECEMBER 31, 2006, (A) THERE HAS BEEN NO MATERIAL
ADVERSE CHANGE, OR ANY DEVELOPMENT THAT IS REASONABLY LIKELY TO RESULT IN A
MATERIAL ADVERSE EFFECT, WHETHER OR NOT ARISING IN THE ORDINARY COURSE OF
BUSINESS, AND (B) THERE HAVE BEEN NO TRANSACTIONS ENTERED INTO BY WEST OR ANY
WEST SUBSIDIARY, OTHER THAN THOSE IN THE ORDINARY COURSE OF BUSINESS, THAT ARE
MATERIAL WITH RESPECT TO WEST AND THE WEST SUBSIDIARIES TAKEN AS A WHOLE.
(K)
WEST AND EACH OF THE WEST SUBSIDIARIES HAVE ON THE CLOSING
DATE GOOD AND MARKETABLE TITLE TO ALL PROPERTIES AND ASSETS, FREE AND CLEAR OF
ALL LIENS, CHARGES, ENCUMBRANCES OR RESTRICTIONS, EXCEPT FOR PERMITTED
ENCUMBRANCES, THAT ARE MATERIAL TO THE BUSINESS OF WEST AND THE WEST
SUBSIDIARIES.
(L)
WEST AND EACH WEST SUBSIDIARY POSSESSES ON THE CLOSING
DATE 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, (A) WOULD RESULT IN A MATERIAL ADVERSE EFFECT, OR (B) 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 SERIES 2008-B1 LOAN OR THE
SERIES 2008-A1 LOAN 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 SUCH REGULATIONS.
(N)
WEST IS NOT, AND AFTER GIVING EFFECT TO THE SALE OF THE
SERIES 2008-B1 NOTES TO THE INITIAL SERIES 2008-B1 HOLDER PURSUANT TO THIS
AGREEMENT AND THE APPLICATION OF THE SERIES 2008-B1 LOAN, WILL NOT BE AN
"INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANIES ACT OF 1940, AS AMENDED (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