OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND TO A PERSON THAT
THE SERIES 2007-A2 HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
OR INSTITUTIONAL ACCREDITED INVESTOR PURCHASING FOR ITS OWN ACCOUNT.
NEITHER
SUCH SERIES 2007-A2
20
HOLDER NOR ANY OF ITS AFFILIATES NOR ANY PERSONS ACTING ON THEIR BEHALF HAVE
ENGAGED OR WILL ENGAGE IN ANY GENERAL SOLICITATION OR GENERAL ADVERTISING WITH
RESPECT TO THE SERIES 2007-A2 NOTE.
(C)
SUCH SERIES 2007-A2 HOLDER (AS TO ITSELF) IS AWARE OF THE
FOLLOWING:
(I) THERE ARE SIGNIFICANT RESTRICTIONS ON AND CONDITIONS TO THE
TRANSFERABILITY OF THE SERIES 2007-A2 NOTES (AND THE SERIES 2007-A2 NOTES WILL
BEAR LEGENDS REFERRING TO SUCH RESTRICTIONS), INCLUDING THE REQUIREMENT, PRIOR
TO THE OCCURRENCE OF A CONVERSION EVENT, THAT ANY TRANSFEREE, IN THE REASONABLE
DETERMINATION OF WEST, HAVE THE CAPABILITY TO MAKE SERIES 2007-A2 LOANS, AND
THERE IS NO MARKET FOR THE SERIES 2007-A2 NOTES AND NO MARKET IS EXPECTED TO
DEVELOP FOR THE SERIES 2007-A2 NOTES, AND, ACCORDINGLY, IT MAY NOT BE POSSIBLE
FOR SUCH SERIES 2007-A2 HOLDER TO LIQUIDATE ITS INVESTMENT IN THE SERIES 2007-A2
NOTES; (II) NO GOVERNMENTAL AUTHORITY HAS MADE ANY FINDINGS AS TO THE FAIRNESS
OF THIS AGREEMENT OR THE TERMS AND CONDITIONS OF THE SERIES 2007-A2 NOTES;
(III) THERE ARE NUMEROUS RISKS AND UNCERTAINTIES INVOLVED IN SUCH SERIES 2007-A2
HOLDER'S ACQUISITION OF THE SERIES 2007-A2 NOTES AND SUCH SERIES 2007-A2 HOLDER
HAS BEEN ADVISED OF AND UNDERSTANDS SUCH RISKS AND UNCERTAINTIES; AND (IV) ANY
PROJECTIONS OR PREDICTIONS THAT MAY HAVE BEEN MADE AVAILABLE TO SUCH
SERIES 2007-A2 HOLDER ARE BASED ON ESTIMATES, ASSUMPTIONS, AND FORECASTS WHICH
MAY PROVE TO BE INCORRECT, AND NO ASSURANCE IS GIVEN THAT ACTUAL RESULTS WILL
CORRESPOND WITH THE RESULTS CONTEMPLATED BY THE VARIOUS PROJECTIONS.
(D)
SUCH SERIES 2007-A2 HOLDER FURTHER REPRESENTS AND WARRANTS TO
WEST AND THE ADMINISTRATIVE AGENT AS OF THE EFFECTIVE DATE THAT (I) IT HAS
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS, IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SERIES 2007-A2 NOTES AND
HAS CAREFULLY CONSIDERED THE SUITABILITY OF AN INVESTMENT IN SUCH NOTES AND HAS
DETERMINED THAT THE SERIES 2007-A2 NOTES ARE A SUITABLE INVESTMENT; (II) IT HAS
MADE, EITHER ALONE OR TOGETHER WITH ITS ADVISORS, SUCH INDEPENDENT INVESTIGATION
OF WEST AND ITS MANAGEMENT, ASSETS AND RELATED MATTERS AND SUCH SEPARATE AND
INDEPENDENT INVESTIGATION OF THE ENGINES, THE LEASES AND RELATED MATTERS, AS
SUCH SERIES 2007-A2 HOLDER DEEMS TO BE, OR SUCH ADVISORS HAVE ADVISED TO BE,
NECESSARY OR ADVISABLE IN CONNECTION WITH THE PURCHASE OF THE SERIES 2007-A2
NOTES PURSUANT TO THIS AGREEMENT; (III) SUCH SERIES 2007-A2 HOLDER AND ITS
ADVISORS HAVE RECEIVED ALL INFORMATION AND DATA THAT IT AND SUCH ADVISORS
BELIEVE TO BE NECESSARY IN ORDER TO REACH AN INFORMED DECISION AS TO THE
ADVISABILITY OF THE PURCHASE OF THE SERIES 2007-A2 NOTES PURSUANT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; (IV) IT UNDERSTANDS THE NATURE OF
THE POTENTIAL RISKS AND POTENTIAL REWARDS OF THE PURCHASE OF THE