CLEAR OF ALL LIENS,
CHARGES, ENCUMBRANCES OR RESTRICTIONS, EXCEPT FOR PERMITTED ENCUMBRANCES, THAT
ARE MATERIAL TO THE BUSINESS OF WEST AND THE WEST SUBSIDIARIES.
(L)
WEST AND EACH WEST SUBSIDIARY POSSESSES ON THE CLOSING DATE ALL
MATERIAL LICENSES, CERTIFICATES, AUTHORITIES OR PERMITS, IF ANY ARE REQUIRED
PURSUANT TO PREVAILING APPLICABLE LAW, ISSUED BY THE APPROPRIATE STATE, FEDERAL
OR FOREIGN REGULATORY AGENCIES OR BODIES NECESSARY TO CONDUCT ITS BUSINESS, AND
WEST HAS NOT RECEIVED ANY NOTICE OF PROCEEDINGS RELATING TO THE REVOCATION OR
MODIFICATION OF ANY SUCH LICENSE, CERTIFICATE, AUTHORITY OR PERMIT WHICH, SINGLY
OR IN THE AGGREGATE, IF THE SUBJECT OF AN UNFAVORABLE DECISION, RULING OR
FINDING, (A) WOULD RESULT IN A MATERIAL ADVERSE EFFECT, OR (B) WOULD MATERIALLY
AND ADVERSELY AFFECT THE ABILITY OF WEST TO PERFORM ITS OBLIGATIONS HEREUNDER OR
UNDER THE RELATED DOCUMENTS.
12
(M)
NO PART OF THE PROCEEDS OF THE SERIES 2008-A1 LOANS OR THE
SERIES 2008-B1 LOANS WILL BE USED FOR "BUYING" OR "CARRYING" ANY "MARGIN STOCK"
WITHIN THE RESPECTIVE MEANINGS OF EACH OF THE QUOTED TERMS UNDER REGULATION T, U
AND X AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT OR FOR ANY PURPOSE THAT
VIOLATES THE PROVISIONS OF SUCH REGULATIONS.
(N)
WEST IS NOT, AND AFTER GIVING EFFECT TO THE SALE OF THE SERIES 2008-A1
NOTES TO THE SERIES 2008-A1 HOLDERS PURSUANT TO THIS AGREEMENT AND THE
APPLICATION OF THE SERIES 2008-A1 LOANS, WILL NOT BE AN "INVESTMENT COMPANY"
UNDER THE INVESTMENT COMPANIES ACT OF 1940, AS AMENDED (THE "1940 ACT"), NOR IS
WEST AN ENTITY "CONTROLLED" BY AN "INVESTMENT COMPANY" AS SUCH TERM IS DEFINED
IN THE 1940 ACT.
(O)
OTHER THAN THE INSURANCE WITH RESPECT TO THE ENGINES UNDER LEASES, WHICH
INSURANCE IS MAINTAINED BY THE RESPECTIVE LESSEES, WEST AND THE WEST
SUBSIDIARIES MAINTAIN INSURANCE WITH RESPECT TO THE ASSETS, PROPERTIES AND
BUSINESS OF WEST AND THE WEST SUBSIDIARIES OF THE TYPES AND IN AMOUNTS GENERALLY
DEEMED ADEQUATE FOR THEIR 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.
(P)
ANY TAXES, FEES AND OTHER GOVERNMENTAL CHARGES IN CONNECTION WITH THE
EXECUTION, DELIVERY AND ISSUANCE OF THE RELATED DOCUMENTS TO WHICH WEST IS A
PARTY AND OF THE SERIES 2008-A1 NOTES HAVE BEEN PAID OR WILL BE PAID AT OR PRIOR
TO THE CLOSING DATE.
(Q)
ASSUMING THE ACCURACY OF THE REPRESENTATIONS, WARRANTIES, AGREEMENTS AND
COVENANTS OF EACH OF THE SERIES 2008-A1 HOLDERS CONTAINED IN ARTICLE V HEREOF,
THE OFFER, SALE AND DELIVERY OF THE SERIES 2008-A1 NOTES IN THE MANNER
CONTEMPLATED BY THIS AGREEMENT DO NOT REQUIRE REGISTRATION UNDER THE SECURITIES
ACT AND, IN CONNECTION THEREWITH, THE INDENTURE IS NOT REQUIRED TO BE QUALIFIED
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED.
(R)
NO SECURITIES OF THE SAME CLASS (WITHIN THE MEANING OF PARAGRAPH
(D)(3) OF RULE 144A UNDER THE SECURITIES ACT) AS THE SERIES 2008-A1 NOTES ARE
LISTED ON ANY NATIONAL