in reliance on an
exemption from the registration requirements of the Securities Act and such
Series 2008-A1 Holder is acquiring the Series 2008-A1 Notes (i) for its own
account or (ii) for one or more accounts, each of which is a QIB and as to each
of which it exercises sole investment discretion. Such Series 2008-A1 Holder
agrees that it will provide WEST from time to time such information as WEST may
reasonably request in order to ascertain the accuracy of such Series 2008-A1
Holder's representations in Section 5.01 and this clause (a) of Section 5.02.
(B)
SUCH SERIES 2008-A1 HOLDER ACKNOWLEDGES THAT THE SERIES 2008-A1 NOTES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAW
AND THAT IT HAS NO RIGHT TO REQUIRE WEST TO REGISTER THE SERIES 2008-A1 NOTES
UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAW.
SUCH SERIES 2008-A1
HOLDER AGREES THAT THE SERIES 2008-A1 NOTES MAY NOT BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT
AND TO A PERSON THAT THE SERIES 2008-A1 HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER OR INSTITUTIONAL ACCREDITED INVESTOR PURCHASING
FOR ITS OWN ACCOUNT OR TO A "NON-U.S. PERSON" PURSUANT TO REGULATION S OF THE
SECURITIES ACT (AS SUCH TERM IS DEFINED THEREIN).
NEITHER SUCH SERIES 2008-A1
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 2008-A1 NOTE.
(C)
SUCH SERIES 2008-A1 HOLDER UNDERSTANDS THAT AN INVESTMENT IN THE
SERIES 2008-A1 NOTES INVOLVES CERTAIN RISKS, INCLUDING THE RISK OF LOSS OF ALL
OR A SUBSTANTIAL PART OF ITS INVESTMENT UNDER CERTAIN CIRCUMSTANCES.
SUCH
SERIES 2008-A1 HOLDER HAS RECEIVED A COPY OF THE PRIVATE PLACEMENT MEMORANDUM
AND THE PRELIMINARY OFFERING MEMORANDUM, HAS REVIEWED EACH OF THE FOREGOING
DOCUMENTS OR HAD THE OPPORTUNITY TO REVIEW EACH OF THEM, UNDERSTANDS THAT THE
PRELIMINARY OFFERING MEMORANDUM WAS SUPERSEDED BY THE PRIVATE PLACEMENT
MEMORANDUM AND HAS REVIEWED OR HAD THE OPPORTUNITY TO REVIEW FINANCIAL AND OTHER
INFORMATION CONCERNING WEST, THE SERIES 2008-A1 NOTES AND THE COLLATERAL PLEDGED
UNDER THE SECURITY TRUST AGREEMENT (THE "COLLATERAL"), IN EACH CASE TO THE
EXTENT IT DETERMINED NECESSARY OR APPROPRIATE IN ORDER TO MAKE AN INFORMED
INVESTMENT DECISION WITH RESPECT TO ITS PURCHASE OF THE SERIES 2008-A1 NOTES,
INCLUDING AN OPPORTUNITY TO ASK QUESTIONS AND REQUEST INFORMATION CONCERNING
WEST AND THE SERIES 2008-A1 NOTES, AND ALL QUESTIONS HAVE BEEN ANSWERED TO THE
FULL SATISFACTION OF SUCH SERIES 2008-A1 HOLDER.
17
(D)
SUCH SERIES 2008-A1 HOLDER IS AWARE OF THE FOLLOWING:
(I) THERE ARE
SIGNIFICANT RESTRICTIONS ON AND CONDITIONS TO THE TRANSFERABILITY OF THE
SERIES 2008-A1 NOTES (AND THE SERIES 2008-A1 NOTES WILL BEAR LEGENDS REFERRING
TO SUCH RESTRICTIONS), AND THERE IS NO MARKET FOR THE SERIES 2008-A1 NOTES AND
NO MARKET IS EXPECTED TO DEVELOP FOR THE SERIES 2008-A1 NOTES, AND, ACCORDINGLY,
IT MAY NOT BE POSSIBLE FOR SUCH SERIES 2008-A1 HOLDER TO LIQUIDATE ITS
INVESTMENT IN