REPRESENTS AND WARRANTS AS OF THE INITIAL CLOSING DATE AND
COVENANTS WITH THE SERIES A2 NOTEHOLDERS THAT:
(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
OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.
(E)
NO AUTHORIZATION, APPROVAL, CONSENT OR ORDER OF OR FILING,
REGISTRATION, QUALIFICATION, LICENSE OR PERMIT OF OR WITH ANY COURT OR
GOVERNMENTAL AUTHORITY OR AGENCY OR ANY OTHER PERSON IS NECESSARY IN CONNECTION
WITH (A) THE OFFERING, ISSUANCE OR SALE OF THE SERIES A2 NOTES HEREUNDER AND
(B) THE EXECUTION, DELIVERY