BUSINESSES AND CONSISTENT WITH INSURANCE COVERAGE MAINTAINED BY
SIMILAR COMPANIES AND BUSINESSES AND AS REQUIRED BY THE INDENTURE AND OTHER
RELATED DOCUMENTS, ALL OF WHICH INSURANCE IS IN FULL FORCE AND EFFECT.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SERIES 2008-A1 HOLDERS
Each of the Series 2008-A1 Holders hereby severally and not jointly makes the
following representations and warranties as to itself to WEST and the
Administrative Agent as of the Closing Date:
Section 5.01.
Execution, Delivery, Binding Obligation. (a)
This Agreement
has been duly and validly executed and delivered by such Series 2008-A1 Holder
and constitutes a legal, valid and binding obligation of such Series 2008-A1
Holder, enforceable against such Series 2008-A1 Holder in accordance with its
terms, subject as to enforcement to bankruptcy, reorganization, insolvency,
moratorium and other similar laws of general applicability relating to or
affecting creditors' rights and to general principles of equity.
(B)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THE PERFORMANCE OF SUCH SERIES 2008-A1
HOLDER'S OBLIGATIONS HEREUNDER WILL NOT CONFLICT WITH, OR RESULT IN ANY
VIOLATION OF OR DEFAULT UNDER, ANY PROVISION OF ANY GOVERNING INSTRUMENT
APPLICABLE TO SUCH SERIES 2008-A1 HOLDER, OR ANY AGREEMENT OR OTHER INSTRUMENT
TO WHICH SUCH SERIES 2008-A1 HOLDER IS A PARTY OR BY WHICH SUCH SERIES 2008-A1
HOLDER OR ANY OF ITS ASSETS IS BOUND, OR ANY PERMIT, FRANCHISE, JUDGMENT,
DECREE, STATUTE, RULE OR REGULATION APPLICABLE TO SUCH SERIES 2008-A1 HOLDER OR
ITS BUSINESS OR ASSETS.
(C)
THERE IS NO JUDGMENT, DECREE, STATUTE, RULE OR REGULATION, OR ANY
EVENT, CONDITION OR CONTRACTUAL RESTRICTION, THAT WOULD RESTRICT SUCH
SERIES 2008-A1 HOLDER'S ABILITY TO FUND ITS INVESTMENT IN THE SERIES 2008-A1
NOTES IN ACCORDANCE WITH THE PROVISIONS HEREOF.
(D)
SUCH SERIES 2008-A1 HOLDER FIRST LEARNED OF WEST, RECEIVED THE
PRELIMINARY OFFERING MEMORANDUM AND THE PRIVATE PLACEMENT MEMORANDUM AND MADE
THE DECISION TO PURCHASE THE SERIES 2008-A1 NOTES IN THE JURISDICTION LISTED IN
THE ADDRESS OF SUCH SERIES 2008-A1 HOLDER LISTED IN SCHEDULE 1 HERETO.
16
(E)
NO ORAL OR WRITTEN REPRESENTATION HAS BEEN MADE OR FURNISHED TO SUCH
SERIES 2008-A1 HOLDER OR ITS ADVISERS IN CONNECTION WITH THE OFFERING OF THE
SERIES 2008-A1NOTES THAT WAS IN ANY WAY INCONSISTENT WITH THE INFORMATION STATED
IN THE PRIVATE PLACEMENT MEMORANDUM.
(F)
SUCH SERIES 2008-A1 HOLDER ACKNOWLEDGES, REPRESENTS AND AGREES THAT
SUCH SERIES 2008-A1 HOLDER'S PURCHASE OF ITS SERIES 2008-A1 NOTES (I) IS
PERMITTED BY THE LAWS AND REGULATIONS OF THE JURISDICTION IN WHICH SUCH
SERIES 2008-A1 HOLDER IS INCORPORATED, WITHOUT RECOURSE TO PROVISIONS (SUCH AS
SECTION 1405(A)(8) OF THE NEW YORK INSURANCE LAW) PERMITTING LIMITED INVESTMENTS
BY INSURANCE COMPANIES WITHOUT RESTRICTION AS TO THE CHARACTER OF THE PARTICULAR
INVESTMENT AND (II) DOES NOT VIOLATE ANY APPLICABLE LAW OR REGULATION.
Section 5.02.
Securities Act.
(a) As of the Closing Date, such
Series 2008-A1 Holder is a "qualified institutional buyer" as defined in
Rule 144A under the Securities Act (a "QIB"), and such Series 2008-A1 Holder
acknowledges that WEST is offering the Series 2008-A1 Notes