THE DATE THEREOF (OTHER THAN ASSETS AND PROPERTIES DISPOSED OF IN
THE ORDINARY COURSE OF BUSINESS) FREE AND CLEAR OF ANY LIEN OF ANY NATURE
WHATSOEVER, EXCEPT (I) THE RIGHTS OF LESSEES PURSUANT TO AND TO THE EXTENT
PERMITTED BY SUCH LEASES AND (II) PERMITTED LIENS.
THE BORROWER AND EACH
SUBSIDIARY HAS THE RIGHT TO QUIET ENJOYMENT UNDER ALL MATERIAL LEASES TO WHICH
IT IS A PARTY AS A LESSEE, ALL SUCH LEASES ARE VALID, SUBSISTING AND IN FULL
FORCE AND EFFECT, AND NONE OF SUCH LEASES IS IN DEFAULT, EXCEPT WHERE SUCH
DEFAULT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT ON THE BORROWER OR THE WILLIS COMPANIES.
SECTION 3.07.
JUDGMENTS, ACTIONS, PROCEEDINGS.
EXCEPT TO THE EXTENT
DISCLOSED ON SCHEDULE 3.07, THERE ARE NO OUTSTANDING JUDGMENTS AGAINST THE
BORROWER OR ANY SUBSIDIARY, NOR ARE THERE ANY ACTIONS, SUITS OR PROCEEDINGS
PENDING BEFORE ANY COURT OR GOVERNMENTAL AUTHORITY, BUREAU OR AGENCY, WITH
RESPECT TO, OR, TO THE BEST OF THE BORROWER'S KNOWLEDGE, THREATENED AGAINST OR
AFFECTING, THE BORROWER OR ANY OF ITS SUBSIDIARIES, IN ANY INSTANCE INVOLVING
CLAIMS AGAINST THE BORROWER OR ITS AFFILIATES, WHICH, IF
42
ADVERSELY DETERMINED, WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE BORROWER OR
THE WILLIS COMPANIES.
THERE ARE NO ACTIONS, SUITS, PROCEEDINGS OR
INVESTIGATIONS PENDING OR, TO THE BEST OF THE BORROWER'S KNOWLEDGE, THREATENED
WHICH PLACE IN QUESTION THE VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS OR
WHICH SEEK TO PREVENT THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED
BY THE LOAN DOCUMENTS.
SECTION 3.08.
NO DEFAULTS, COMPLIANCE WITH LAWS.
NO DEFAULT HAS
OCCURRED AND IS CONTINUING, AND NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES
IS IN DEFAULT UNDER ANY MATERIAL AGREEMENT, BOND, NOTE OR INDENTURE, OR UNDER
ANY DECREE, ORDER OR JUDGMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND, OR
BY WHICH ANY OF THE PROPERTIES OR ASSETS OWNED BY IT OR USED IN THE CONDUCT OF
ITS BUSINESS IS AFFECTED, AND THE BORROWER AND ITS SUBSIDIARIES HAVE COMPLIED
AND ARE IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS,
INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS, NON-COMPLIANCE WITH WHICH
WOULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE BORROWER OR
THE WILLIS COMPANIES.
SECTION 3.09.
BURDENSOME DOCUMENTS.
NEITHER THE BORROWER NOR ANY
SUBSIDIARY IS A PARTY TO OR BOUND BY, NOR ARE ANY OF THE PROPERTIES OR ASSETS
OWNED BY THE BORROWER OR USED IN THE CONDUCT OF ITS BUSINESS AFFECTED BY ANY
AGREEMENT, DECREE, BOND, NOTE, INDENTURE, ORDER OR JUDGMENT WHICH WOULD HAVE, OR
WOULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT IN ANY MATERIAL RESPECT ITS
ABILITY TO CONDUCT BUSINESS IN THE ORDINARY COURSE OR TO PERFORM ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS.
SECTION 3.10.
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS PRESENT
FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION AND RESULTS OF OPERATIONS
OF THE WILLIS COMPANIES ON A CONSOLIDATED BASIS, AS THE CASE MAY BE, AS OF AND
AT THE DATE THEREOF AND FOR THE PERIOD THEN