IS AWARE OF THE
FOLLOWING:
(I) THERE ARE SIGNIFICANT RESTRICTIONS ON AND CONDITIONS TO THE
TRANSFERABILITY OF THE SERIES A2 NOTE (AND THE SERIES A2 NOTE WILL BEAR LEGENDS
REFERRING TO SUCH RESTRICTIONS) AND THERE IS NO MARKET FOR THE SERIES A2 NOTE
AND NO MARKET IS EXPECTED TO DEVELOP FOR THE SERIES A2 NOTE, AND ACCORDINGLY, IT
MAY NOT BE POSSIBLE FOR THE SERIES A2 NOTEHOLDER TO LIQUIDATE ITS INVESTMENT IN
THE SERIES A2
20
NOTES; (II) NO GOVERNMENTAL AUTHORITY HAS MADE ANY FINDINGS AS TO THE FAIRNESS
OF THIS SERIES A2 NOTE PURCHASE AGREEMENT OR THE TERMS AND CONDITIONS OF THE
SERIES A2 NOTE; (III) THERE ARE NUMEROUS RISKS AND UNCERTAINTIES INVOLVED IN THE
SERIES A2 NOTEHOLDER'S ACQUISITION OF THE SERIES A2 NOTE AND THE SERIES A2
NOTEHOLDER HAS BEEN ADVISED OF AND UNDERSTANDS SUCH RISKS AND UNCERTAINTIES; AND
(IV) ANY PROJECTIONS OR PREDICTIONS THAT MAY HAVE BEEN MADE AVAILABLE TO THE
SERIES A2 NOTEHOLDER 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 A2 NOTEHOLDER HAS KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS, IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF
AN INVESTMENT IN THE SERIES A2 NOTES AND HAS CAREFULLY CONSIDERED THE
SUITABILITY OF AN INVESTMENT IN SUCH NOTES AND HAS DETERMINED THAT THE SERIES A2
NOTES ARE A SUITABLE INVESTMENT.
SUCH SERIES A2 NOTEHOLDER HAS RECEIVED AND
CAREFULLY READ THE RELATED TRANSACTION DOCUMENTS AND THE SERIES A2 NOTEHOLDER
CONFIRMS THAT ALL DOCUMENTS, RECORDS AND BOOKS PERTAINING TO THE SERIES A2
NOTES, WEST AND ITS ASSETS AND THE OTHER PARTIES TO THE RELATED TRANSACTION
DOCUMENTS WHICH ARE RELEVANT TO THE SERIES A2 NOTEHOLDER'S INVESTMENT DECISION
HAVE BEEN MADE AVAILABLE TO SUCH SERIES A2 NOTEHOLDER.
SUCH SERIES A2
NOTEHOLDER IS CAPABLE OF BEARING THE RISKS AND BURDENS OF ITS INVESTMENT IN THE
SERIES A2 NOTES AND IS AWARE THAT AN OPTIONAL REDEMPTION OF THE SERIES A2 NOTES
MAY OCCUR AND THAT NO PREMIUM WILL BE PAID UPON ANY OPTIONAL REDEMPTION.
ARTICLE VI
OTHER COVENANTS
SECTION 6.01.
SECURITIES ACT.
WEST AGREES NOT TO SELL, OFFER FOR SALE
OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY (AS
DEFINED IN THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH THE SALE OF THE
SERIES A2 NOTES AND THE SERIES B2 NOTES IN A MANNER THAT WOULD REQUIRE THE
REGISTRATION UNDER THE SECURITIES ACT OF THE SALE TO THE SERIES A2 NOTEHOLDERS
AND THE SERIES B2 NOTEHOLDERS OF THE SERIES A2 NOTES AND THE SERIES B2 NOTES,
RESPECTIVELY.
SECTION 6.02.
LEGAL CONDITIONS TO CLOSING.
THE SERIES A2 NOTEHOLDERS,
WEST AND WILLIS WILL TAKE ALL REASONABLE ACTIONS NECESSARY TO COMPLY PROMPTLY
WITH ALL LEGAL REQUIREMENTS WHICH MAY BE IMPOSED ON ANY OF THEM WITH RESPECT TO
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND WILL
PROMPTLY COOPERATE WITH AND FURNISH INFORMATION TO ONE ANOTHER IN CONNECTION
WITH ANY