THE SERIES 2008-A1 NOTES; AND (II) NO GOVERNMENTAL AUTHORITY HAS
MADE ANY FINDINGS AS TO THE FAIRNESS OF THIS AGREEMENT OR THE TERMS AND
CONDITIONS OF THE SERIES 2008-A1 NOTES.
(E)
SUCH SERIES 2008-A1 HOLDER FURTHER REPRESENTS AND WARRANTS TO WEST AND
THE ADMINISTRATIVE AGENT AS OF THE CLOSING 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 2008-A1 NOTES AND HAS CAREFULLY
CONSIDERED THE SUITABILITY OF AN INVESTMENT IN SUCH NOTES AND HAS DETERMINED
THAT THE SERIES 2008-A1 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 2008-A1 HOLDER DEEMS TO BE, OR SUCH ADVISORS HAVE ADVISED TO BE,
NECESSARY OR ADVISABLE IN CONNECTION WITH THE PURCHASE OF THE SERIES 2008-A1
NOTES PURSUANT TO THIS AGREEMENT; (III) SUCH SERIES 2008-A1 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 2008-A1 NOTES PURSUANT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; (IV) SUCH SERIES 2008-A1 HOLDER
UNDERSTANDS THE NATURE OF THE POTENTIAL RISKS AND POTENTIAL REWARDS OF THE
PURCHASE OF THE SERIES 2008-A1 NOTES; (V) SUCH SERIES 2008-A1 HOLDER IS A
SOPHISTICATED INVESTOR WITH INVESTMENT EXPERIENCE; AND (VI) SUCH SERIES 2008-A1
HOLDER ACKNOWLEDGES THAT ANY PROJECTIONS OR PREDICTIONS THAT MAY HAVE BEEN MADE
AVAILABLE TO SUCH SERIES 2008-A1 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.
(F)
SUCH SERIES 2008-A1 HOLDER UNDERSTANDS THAT DISTRIBUTIONS (INCLUDING A
RETURN OF PRINCIPAL) ON THE SERIES 2008-A1 NOTES ARE NOT GUARANTEED, BUT ARE
DEPENDENT ON THE PERFORMANCE OF THE COLLATERAL AND OTHER ASSETS OR INVESTMENTS
HELD BY WEST AND THAT DUE TO THE STRUCTURE OF THE TRANSACTION AND THE
PERFORMANCE OF THE COLLATERAL AND OTHER ASSETS OR INVESTMENTS HELD BY WEST AND
THE WEST SUBSIDIARIES, IT IS POSSIBLE THAT PAYMENTS ON THE SERIES 2008-A1 NOTES
MAY BE DEFERRED, REDUCED OR NOT MADE AT ALL.
IT UNDERSTANDS THAT WEST WILL HAVE
NO SIGNIFICANT ASSETS OTHER THAN THE COLLATERAL PLEDGED UNDER THE SECURITY TRUST
AGREEMENT AND DISTRIBUTIONS ON THE SERIES 2008-A1 NOTES WILL BE PAYABLE SOLELY
FROM AND TO THE EXTENT OF THE AVAILABLE COLLECTIONS OF AND PROCEEDS FROM SUCH
COLLATERAL IN ACCORDANCE WITH THE PRIORITY OF PAYMENTS PROVIDED FOR UNDER THE
INDENTURE.
(G)
SUCH SERIES 2008-A1 HOLDER ACKNOWLEDGES AND UNDERSTANDS THAT IT IS THE
INTENT OF WEST THAT FOR PURPOSES OF U.S. FEDERAL INCOME, STATE AND LOCAL INCOME
AND FRANCHISE TAXES AND ANY OTHER INCOME TAXES, THE SERIES 2008-A1 NOTES WILL BE
TREATED AS INDEBTEDNESS AND, IF SUCH SERIES 2008-A1 HOLDER