DATE).
(V)
THE REPRESENTATIONS AND WARRANTIES OF WEST
SET FORTH IN SECTION 5.01 OF THE INDENTURE WILL BE TRUE AND CORRECT (UNLESS SUCH
REPRESENTATION OR WARRANTY SPECIFICALLY RELATES TO AN EARLIER DATE IN WHICH CASE
IT SHALL BE TRUE AND CORRECT AS OF SUCH EARLIER DATE).
Section 4.02.
Representations and Warranties and
Agreements of Willis.
Willis hereby represents and warrants as of the Initial
Closing Date and covenants with the Series B2 Noteholders that:
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(A)
WILLIS HAS BEEN DULY FORMED AND IS VALIDLY
EXISTING AS A DELAWARE CORPORATION IN GOOD STANDING UNDER THE LAWS OF THE STATE
OF DELAWARE WITH CORPORATE POWER AND AUTHORITY TO OWN, LEASE AND OPERATE ITS
PROPERTIES AND TO CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED, HAS BEEN DULY
QUALIFIED AS A FOREIGN CORPORATION TO TRANSACT BUSINESS AND IS IN GOOD STANDING
IN EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS REQUIRED, WHETHER BY REASON
OF THE OWNERSHIP OR LEASING OF PROPERTY OR THE CONDUCT OF BUSINESS, EXCEPT WHERE
THE FAILURE TO BE SO QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(B)
WILLIS HAS ALL REQUISITE CORPORATE POWER AND
AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER RELATED DOCUMENTS TO WHICH IT IS A PARTY AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
(C)
THIS AGREEMENT AND EACH OF THE OTHER
RELATED DOCUMENTS TO WHICH WILLIS IS A PARTY HAVE BEEN DULY AUTHORIZED, EXECUTED
AND DELIVERED BY WILLIS AND CONSTITUTE VALID AND LEGALLY BINDING AGREEMENTS
ENFORCEABLE AGAINST WILLIS IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY (A) BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCE, REORGANIZATION, RECEIVERSHIP, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF THE RIGHTS OF CREDITORS GENERALLY, (B) GENERAL
PRINCIPLES OF EQUITY, WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR
AT LAW, AND (C) PUBLIC POLICY CONSIDERATIONS UNDERLYING THE SECURITIES LAWS, TO
THE EXTENT THAT SUCH PUBLIC POLICY CONSIDERATIONS LIMIT THE ENFORCEABILITY OF
THE PROVISIONS OF SUCH RELATED DOCUMENTS THAT PURPORT TO PROVIDE INDEMNIFICATION
FROM SECURITIES LAW LIABILITIES.
(D)
WILLIS IS NOT (A) IN VIOLATION OF ITS
CERTIFICATE OF INCORPORATION OR BY-LAWS (OR SIMILAR ORGANIZATIONAL DOCUMENTS),
(B) IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY MATERIAL OBLIGATION,
AGREEMENT, COVENANT OR CONDITION CONTAINED IN ANY CONTRACT, INDENTURE, MORTGAGE,
LOAN AGREEMENT, NOTE, LEASE OR OTHER INSTRUMENT TO WHICH WILLIS IS A PARTY, OR
TO WHICH ANY OF THE PROPERTY OR ASSETS OF WILLIS MAY BE SUBJECT, OR BY WHICH IT
MAY BE BOUND, OR (C) IN VIOLATION OF ANY APPLICABLE LAW, STATUTE, ORDINANCE,
RULE, REGULATION, REQUIREMENT, JUDGMENT OR COURT DECREE HAVING JURISDICTION OVER
IT OR ANY OF ITS ASSETS OR PROPERTIES (WHETHER OWNED OR LEASED) OTHER THAN, IN
THE CASE OF CLAUSES (B) AND (C), ANY DEFAULT OR VIOLATION THAT COULD NOT
REASONABLY BE EXPECTED TO (X) INDIVIDUALLY OR IN THE AGGREGATE, RESULT IN A
MATERIAL ADVERSE EFFECT, (Y) INTERFERE WITH OR ADVERSELY AFFECT THE ISSUANCE OR
MARKETABILITY OF THE NOTES PURSUANT HERETO OR (Z) IN ANY MANNER DRAW INTO
QUESTION THE VALIDITY