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.
(E)
THE SERIES B2 NOTES HAVE BEEN DULY AND
VALIDLY AUTHORIZED BY WEST FOR ISSUANCE AND SALE TO THE SERIES B2 NOTEHOLDERS
PURSUANT TO THIS AGREEMENT AND, WHEN ISSUED AND AUTHENTICATED IN ACCORDANCE WITH
THE TERMS OF THE INDENTURE AND THE SERIES B2 SUPPLEMENT AND DELIVERED AGAINST
PAYMENT THEREFOR IN ACCORDANCE WITH THE TERMS HEREOF, WILL CONSTITUTE VALID AND
LEGALLY BINDING OBLIGATIONS OF WEST, ENFORCEABLE AGAINST WEST IN ACCORDANCE WITH
THEIR TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCE, REORGANIZATION, MORATORIUM AND SIMILAR LAWS AFFECTING CREDITORS'
RIGHTS AND REMEDIES, AND TO GENERAL PRINCIPLES OF EQUITY, INCLUDING PRINCIPLES
OF COMMERCIAL REASONABLENESS, GOOD FAITH AND FAIR DEALING (WHETHER CONSIDERED IN
A PROCEEDING AT LAW OR IN EQUITY), AND WILL BE ENTITLED TO THE BENEFITS OF THE
INDENTURE.
(F)
NEITHER WEST NOR ANY WEST SUBSIDIARY IS
(A) IN VIOLATION OF ITS 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 WEST OR ANY WEST SUBSIDIARY IS A PARTY, OR TO
WHICH ANY OF THE PROPERTY OR ASSETS OF WEST OR OF ANY WEST SUBSIDIARY MAY BE
SUBJECT, OR BY WHICH IT MAY BE BOUND, OR (C) IN VIOLATION OF ANY APPLICABLE
LOCAL, STATE OR FEDERAL LAW, STATUTE, ORDINANCE, RULE, REGULATION, REQUIREMENT,
JUDGMENT OR COURT DECREE HAVING JURISDICTION OVER ANY OF THEM OR ANY OF THEIR
ASSETS OR PROPERTIES (WHETHER OWNED OR LEASED) OTHER
15
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, OR (Y) IN ANY MANNER DRAW INTO QUESTION THE VALIDITY OF
THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT.
(G)
NONE OF (A) THE EXECUTION, DELIVERY OR
PERFORMANCE BY WEST OR ANY WEST SUBSIDIARY OF THIS AGREEMENT AND THE OTHER
RELATED DOCUMENTS, (B) THE ISSUANCE AND SALE OF THE SERIES B2 NOTES, AND
(C) CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY VIOLATES,
CONFLICTS WITH OR CONSTITUTES A BREACH OF ANY OF THE TERMS OR PROVISIONS OF, OR
A DEFAULT UNDER (OR AN EVENT THAT WITH NOTICE OR THE LAPSE OF TIME, OR BOTH,
WOULD CONSTITUTE A DEFAULT), OR REQUIRES CONSENT THAT HAS NOT BEEN OBTAINED
UNDER, OR WILL RESULT IN THE IMPOSITION OF A LIEN OR ENCUMBRANCE OTHER THAN A
PERMITTED ENCUMBRANCE, ON ANY PROPERTIES OF WEST OR ANY WEST SUBSIDIARY, OR AN
ACCELERATION OF ANY