Common use of Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default Clause in Contracts

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary (i) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]) in all jurisdictions in which such Loan Party or Specified Excluded Subsidiary is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each The Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Party Documents, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part. The Borrower and each Specified Excluded Subsidiary of the Borrower (i) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) as of the Closing Date and as of each subsequent date that any updated Schedules are delivered pursuant to Section 6.2 [Updates to Schedule] hereof, is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, necessary except where such failure would to do so could not individually or in the aggregate, reasonably be expected to constitute a Material Adverse Change Change, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]) in all jurisdictions in which such Loan Party the Borrower or Specified Excluded any Subsidiary of the Borrower is presently or will be doing business except where the failure to do so would could not reasonably be expected to constitute a Material Adverse Change, and (viv) has good and marketable title to or valid leasehold interest in all material properties, assets and other material rights which it purports to own or lease or which are reflected as owned or leased on its books and recordsrecords and that are necessary to the operation of its business, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary (i) The Borrower is a corporation, partnership or limited liability company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) Erie Exchange is a reciprocal insurance exchange duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) the Borrower has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iiiiv) the Borrower is duly licensed or qualified and in good standing as of the Effective Date in each jurisdiction listed on Schedule 6.1.1 3.01 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change (ivv) the Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a partyDocuments, (vi) the Borrower has full power to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyDocuments, and all such actions have been duly authorized by all necessary proceedings on its part, (vvii) the Borrower is in compliance in all material respects with all applicable Laws laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]3.14) in all jurisdictions in which such Loan Party or Specified Excluded the Borrower and any Subsidiary of the Borrower is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (viviii) the Borrower has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Default or Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary (i) The Borrower is a reciprocal insurance exchange duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the Attorney-in-Fact is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iiiii) the Borrower has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iiiiv) the Borrower is duly licensed or qualified and in good standing as of the Closing Date in each jurisdiction listed on Schedule 6.1.1 5.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change (ivv) each of the Borrower and the Attorney-in-Fact has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, (vi) the Borrower has full power to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its partpart or the part of the Attorney-in-Fact, (vvii) the Borrower is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 5.1.14 [Environmental Matters]) in all jurisdictions in which such Loan Party or Specified Excluded the Borrower and any Subsidiary of the Borrower is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (viviii) the Borrower has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary (ia) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws Laws of its jurisdiction of organization, (iib) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or currently proposes to conduct, (iiic) is (i) duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where or (ii) if not licensed, qualified or in good standing, the absence of such failure licensing or qualification would not constitute reasonably be expected to result in a Material Adverse Change Change, (ivd) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary action and proceedings on its part, (ve) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.15 [Environmental Matters]) in all jurisdictions in which such any Loan Party or Specified Excluded Subsidiary of any Loan Party is presently or will be doing business except where (i) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeChange or (ii) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vif) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except other than Permitted Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Change. No Event of Default or Potential Default exists has occurred and is continuing or is continuingwould result from the performance by any Loan Party of its Obligations.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (ia) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws Laws of its jurisdiction of organization, (iib) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or currently proposes to conduct, (iiic) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where necessary and the absence of such failure would not constitute licensing or qualification could result in a Material Adverse Change Change, (ivd) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary action and proceedings on its part, (ve) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.15 [Environmental Matters]) in all jurisdictions in which such any Loan Party or Specified Excluded Subsidiary of any Loan Party is presently or will be doing business except where (i) the failure to do so would so, either individually or in the aggregate, could not constitute a Material Adverse ChangeChange or (ii) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vif) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except other than Permitted Liens, except where the failure to do so, either individually or in the aggregate, could not constitute a Material Adverse Change. No Event of Default or Potential Default exists or has occurred and is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary (i) The Borrower is a reciprocal insurance exchange duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the Attorney-in-Fact is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iiiii) the Borrower has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iiiiv) the Borrower is duly licensed or qualified and in good standing as of the Closing Date in each jurisdiction listed on Schedule 6.1.1 5.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change (ivv) each of the Borrower and the Attorney-in-Fact has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, (vi) the Borrower has full power to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its partpart or the part of the Attorney-in- Fact, (vvii) the Borrower is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 5.1.14 [Environmental Matters]) in all jurisdictions in which such Loan Party or Specified Excluded the Borrower and any Subsidiary of the Borrower is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (viviii) the Borrower has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (ia) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws Laws of its jurisdiction of organization, (iib) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or currently proposes to conduct, (iiic) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where necessary and the absence of such failure licensing or qualification would not constitute reasonably be expected to result in a Material Adverse Change Change, (ivd) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyObligations, and all such actions have been duly authorized by all necessary action and proceedings on its part, (ve) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]6.14) in all jurisdictions in which such any Loan Party or Specified Excluded Subsidiary of any Loan Party is presently or will be doing business except where (i) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeChange or (ii) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vif) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except other than Permitted Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Change. No Event of Default or Potential Default exists has occurred and is continuing or is continuingwould result from the performance by any Loan Party of its Obligations.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party The Borrower and each Specified Excluded of its Subsidiary (i) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or currently proposes to conduct, except, in the cases of owning or leasing its properties and engaging in the business it presently conducts or currently proposes to conduct, where the absence of such licenses, approvals or authorizations, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where necessary and the absence of such failure licensing or qualification would not constitute reasonably be expected to result in a Material Adverse Change Change, (iv) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyObligations, and all such actions have been duly authorized by all necessary action and proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.14 [Environmental Matters]) in all jurisdictions in which such Loan Party the Borrower or Specified Excluded Subsidiary of the Borrower is presently or will be doing business except where (a) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeChange or (b) any non- compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.and

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party The Borrower and each Specified Excluded of its Subsidiary (i) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or currently proposes to conduct, except, in the cases of owning or leasing its properties and engaging in the business it presently conducts or currently proposes to conduct, where the absence of such licenses, approvals or authorizations, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where necessary and the absence of such failure licensing or qualification would not constitute reasonably be expected to result in a Material Adverse Change Change, (iv) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyObligations, and all such actions have been duly authorized by all necessary action and proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.14 [Environmental Matters]) in all jurisdictions in which such Loan Party the Borrower or Specified Excluded Subsidiary of the Borrower is presently or will be doing business except where (a) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeChange or (b) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vi) has good and marketable title to or valid leasehold interest in 161957986_3 Exhibit 10.1 all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Change. No Event of Default or Potential Default exists has occurred and is continuing or is continuingwould result from the performance by the Borrower of its Obligations.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (i) is a corporation, partnership or limited liability company (or foreign equivalent) duly organized, validly existing and in good standing (or foreign equivalent) under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessarynecessary except, except with respect to this clause (iii), where such the failure to do so would not constitute reasonably be expected to result in a Material Adverse Change Change, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]) in all jurisdictions in which such any Loan Party or Specified Excluded Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not reasonably be expected to constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted LiensLiens and except with respect to such properties, assets or rights Disposed of as permitted pursuant to the terms of this Agreement. Each state and jurisdiction in which any Loan Party is as of the Closing Date organized or qualified to conduct business under applicable law is listed on Schedule 6.1.1. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Material Subsidiary of each Loan Party (i) is a corporation, partnership or partnership, limited liability company or other organization duly organizedorganized or formed, validly existing and and, if applicable, in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conductconducts, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, necessary except where such the failure do so would not constitute reasonably be expected to result in a Material Adverse Change Change, (iv) solely in the case of each such Loan Party, has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws Laws, which are specifically addressed in Section 6.1.14 [Environmental Matters], and Anti-Terrorism Laws, which are specifically addressed in Section 6.1.16 [Anti-Terrorism Laws]) applicable to it, except (A) where such Law is being contested in all jurisdictions in good faith by appropriate proceedings diligently conducted and for which such Loan Party reserves or Specified Excluded Subsidiary is presently other appropriate provisions, if any, as shall be required by GAAP shall have been made, or will be doing business except (B) where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable valid title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted LiensLiens or except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party The Borrower and each Specified Excluded of its Subsidiary (i) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or currently proposes to conduct, except, in the cases of owning or leasing its properties and engaging in the business it presently conducts or currently proposes to conduct, where the absence of such licenses, approvals or authorizations, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where necessary and the absence of such failure licensing or qualification would not constitute reasonably be expected to result in a Material Adverse Change Change, (iv) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyObligations, and all such actions have been duly authorized by all necessary action and proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.14 [Environmental Matters]) in all jurisdictions in which such Loan Party the Borrower or Specified Excluded Subsidiary of the Borrower is presently or will be doing business except where (a) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeChange and (b) any non- compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Change. No Event of Default or Potential Default exists has occurred and is continuing or is continuing.would result from the performance by the Borrower of its Obligations. 6.2

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (ia) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws Laws of its jurisdiction of organization, (iib) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or currently proposes to conduct, except where the failure to have such power and authority, licenses, approvals or authorizations would not reasonably be expected to constitute a Material Adverse Effect (iiic) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where the absence of such failure licensing or qualification would not reasonably be expected to constitute a Material Adverse Change Effect, (ivd) has full requisite power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyObligations, and all such actions have been duly authorized by all necessary action and proceedings on its part, (ve) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 5.15 [Environmental Matters]) in all jurisdictions in which such any Loan Party or Specified Excluded Subsidiary of any Loan Party is presently or will be doing business except where (i) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeEffect or (ii) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vif) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except other than Permitted Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Event of Default or Potential Default exists has occurred and is continuing or is continuingwould result from the performance by any Loan Party of its Obligations.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (i) is a corporation, partnership or partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power corporate, partnership or limited liability company power, as applicable, to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) except where the failure to be so licensed or qualified would reasonably be expected to result in a Material Adverse Change, is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions l where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change (iv) solely in the case of each such Loan Party, has full power corporate, partnership or limited liability company power, as applicable, to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.1.13 [Environmental Matters]) applicable to it, except (A) where such Law is being contested in all jurisdictions in good faith by appropriate proceedings diligently conducted and for which such Loan Party reserves or Specified Excluded Subsidiary is presently other appropriate provisions, if any, as shall be required by GAAP shall have been made, or will be doing business except (B) where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable valid title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted LiensLiens and subject to the terms and conditions of the applicable leases, if any, and except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party The Borrower and each Specified Excluded Subsidiary ADS Corporativo (i) is a corporation, partnership or limited liability company (or foreign equivalent thereof) duly organized, validly existing and and, to the extent applicable, in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) as to the Borrower (A) as of the Closing Date, it is duly licensed or qualified and and, to the extent applicable, is in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such the failure to do so would not constitute reasonably be likely to result in a Material Adverse Change Change, and (B) after the Closing Date, it is duly licensed or qualified and, to the extent applicable, is in good standing in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where the failure to do so would not reasonably be likely to result in a Material Adverse Change, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]) in all jurisdictions in which such Loan Party or Specified Excluded Subsidiary each of the Borrower and ADS Corporativo is presently or will be doing business except where the failure to do so would not constitute be reasonably likely to result in a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights material to the operation of the business which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing. The Borrower has no brokers or other agents acting in any capacity in connection with the Loans.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (ia) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of organization, except with respect to each Loan Party (iiother than the Borrower and the REIT Guarantor) and each Subsidiary of any Loan Party (other than Material Subsidiaries) where the absence of such organization, formation, valid existence or good standing would not reasonably be expected to result in a Material Adverse Change, (b) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts conducts, except where the absence of such licenses, approvals or proposes authorizations would not reasonably be expected to conductresult in a Material Adverse Change, (iiic) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where the absence of such failure licensing, qualification or good standing would not constitute reasonably be expected to result in a Material Adverse Change Change, (ivd) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyObligations, and all such actions have been duly authorized by all necessary action and proceedings on its part, (ve) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.14 [Environmental Matters]) in all jurisdictions in which such any Loan Party or Specified Excluded Subsidiary of any Loan Party is presently or will be doing business except where (i) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeChange or (ii) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vif) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or NAI-0000000000v16 which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except other than Permitted Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Change. No Event of Default or Potential Default exists has occurred and is continuing or is continuingwould result from the performance by any Loan Party of its Obligations.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (i) is a corporation, partnership or partnership, limited liability company or other entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power corporate, partnership or limited liability company power, as applicable, to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) except where the failure to be so licensed or qualified would reasonably be expected to result in a Material Adverse Change, is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change (iv) solely in the case of each such Loan Party, has full power corporate, partnership or limited liability company power, as applicable, to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.1.13 [Environmental Matters]) applicable to it, except (A) where such Law is being contested in all jurisdictions in good faith by appropriate proceedings diligently conducted and for which such Loan Party reserves or Specified Excluded Subsidiary is presently other appropriate provisions, if any, as shall be required by GAAP shall have been made, or will be doing business except (B) where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable valid title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted LiensLiens and subject to the terms and conditions of the applicable leases, if any, and except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. No Event of Default or Potential Default exists or is continuing. No Loan Party is an EEA Financial Institution.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party The Borrower and each Specified Excluded of its Subsidiary (i) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or currently proposes to conduct, except, in the cases of owning or leasing its properties and engaging in the business it presently conducts or currently proposes to conduct, where the absence of such licenses, approvals or authorizations, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where necessary and the absence of such failure licensing or qualification would not constitute reasonably be expected to result in a Material Adverse Change Change, (iv) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Exhibit 10.1 Documents and to perform its Obligations under the Loan Documents to which it is a partyObligations, and all such actions have been duly authorized by all necessary action and proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.14 [Environmental Matters]) in all jurisdictions in which such Loan Party the Borrower or Specified Excluded Subsidiary of the Borrower is presently or will be doing business except where (a) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeChange or (b) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Change. No Event of Default or Potential Default exists has occurred and is continuing or is continuingwould result from the performance by the Borrower of its Obligations.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each The Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Party Documents, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part. The Borrower and each Specified Excluded Subsidiary of the Borrower (i) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) as of the Closing Date and as of each subsequent date that any updated Schedules are delivered pursuant to Section 6.2 [Updates to Schedule] hereof, is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, necessary except where such failure would to do so could not individually or in the aggregate, reasonably be expected to constitute a Material Adverse Change Change, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance - 53 - in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]) in all jurisdictions in which such Loan Party the Borrower or Specified Excluded any Subsidiary of the Borrower is presently or will be doing business except where the failure to do so would could not reasonably be expected to constitute a Material Adverse Change, and (viv) has good and marketable title to or valid leasehold interest in all material properties, assets and other material rights which it purports to own or lease or which are reflected as owned or leased on its books and recordsrecords and that are necessary to the operation of its business, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party The Borrower and each Specified Excluded Subsidiary of its Subsidiaries (i) is a corporation, partnership or limited liability company (or foreign equivalent) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, or is a trust duly organized under the law of the Commonwealth of Massachusetts, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure to be so licensed or qualified would not constitute not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change Change, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]) in all jurisdictions in which such any Loan Party or Specified Excluded Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens, and (v) is in compliance with all Anti-Terrorism Laws. No Event of Default or Potential Default exists or is continuing. Each Loan Party owns or has rights to use all of the Collateral and all rights with respect to any of the foregoing used in, necessary for or material to each Loan Party’s business as currently conducted. The use by each Loan Party and its Subsidiaries of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any Person other than such infringement which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No claim has been made and remains outstanding that any Loan Party’s or its Subsidiary’s use of any Collateral does or may violate the rights of any third party that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party Obligor and each Specified Excluded Subsidiary of each Obligor (ia) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iib) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iiic) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change including with respect to each Obligor, each jurisdiction listed on Schedule 5.1, (ivd) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Financing Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Financing Documents and to perform its Obligations obligations under the Loan Financing Documents to which it is a partyparty and the 2000 Note Purchase Agreement and the 2006 Note Purchase Agreement, as applicable, and to consummate the transactions contemplated by the Bank Credit Agreement, and all such actions have been duly authorized by all necessary proceedings on its part, (ve) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]5.13) in all jurisdictions in which such Loan Party any Obligor or Specified Excluded Subsidiary of any Obligor is presently or will be doing business except where the failure to do so would not constitute have a Material Adverse ChangeEffect, and (vif) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances encumbrances, except Permitted Liens. No Default or Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (i) is a public limited company, corporation, partnership or limited partnership, limited liability company or other entity duly organized, validly existing and in good standing (if applicable) under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except in jurisdictions where such the failure to be so licensed, qualified or in good standing would not constitute reasonably be expected to cause a Material Adverse Change Change, (iv) has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.1.18 [Environmental Matters]) in all jurisdictions in which such any Loan Party or Specified Excluded Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary (i) The Borrower is a corporation, partnership or limited liability company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) Erie Exchange is a reciprocal insurance exchange duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (iii) the Borrower has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iiiiv) the Borrower is duly licensed or qualified and in good standing as of the Closing Date in each jurisdiction listed on Schedule 6.1.1 5.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change (ivv) the Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, (vi) the Borrower has full power to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (vvii) the Borrower is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 5.1.14 [Environmental Matters]) in all jurisdictions in which such Loan Party or Specified Excluded the Borrower and any Subsidiary of the Borrower is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (viviii) the Borrower has good and marketable title to or valid leasehold interest in all material properties, including the Real Property following its purchase by the Borrower, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary (i) The Borrower is a corporation, partnership or limited liability company corporation duly organized, organized validly existing and in good standing under the laws of its jurisdiction of organization, (ii) reserved, (iii) the Borrower has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iiiiv) the Borrower is duly licensed or qualified and in good standing as of the Closing Date in each jurisdiction listed on Schedule 6.1.1 6.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change (ivv) the Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, (vi) the Borrower has full power to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part, (vvii) the Borrower is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.14 [Environmental Matters]) in all jurisdictions in which such Loan Party or Specified Excluded the Borrower and any Subsidiary of the Borrower is presently or will be doing business except where the failure to do 264461831 so would not constitute a Material Adverse Change, and (viviii) the Borrower has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event of Default or Potential Default exists or is continuing. The Borrower is not an EEA Financial Institution.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (i) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct, (iii) except where the failure to do so would not constitute a Material Adverse Change, is duly licensed or qualified and in good standing (or its equivalent, to the extent such concept is applicable in the relevant jurisdiction) in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where such failure would not constitute a Material Adverse Change (iv) has full power to enter into, execute, deliver and carry out this Agreement and Agreement, the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyparty and the 2010 Note Purchase Agreement, and all such actions have been duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than including Environmental Laws which are specifically addressed in Section 6.1.14 [Environmental Matters]Laws) in all jurisdictions in which such Loan Party or Specified Excluded Subsidiary is presently or will be doing business applicable to it except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted LiensLiens and except for such defects in title as could not reasonably be expected to constitute a Material Adverse Change. No Event of Default or Potential Default exists or is continuing.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party and each Specified Excluded Subsidiary of each Loan Party (ia) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of organization, except with respect to each Subsidiary of any Loan Party where the absence of such good standing would not reasonably be expected to result in a Material Adverse Change, (iib) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts conducts, except where the absence of such licenses, approvals or proposes authorizations would not reasonably be expected to conductresult in a Material Adverse Change, (iiic) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where the absence of such failure licensing, qualification or good standing would not constitute reasonably be expected to result in a Material Adverse Change Change, (ivd) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyObligations, and all such actions have been duly authorized by all necessary action and proceedings on its part, (ve) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.14 [Environmental Matters]) in all jurisdictions in which such any Loan Party or Specified Excluded Subsidiary of any Loan Party is presently or will be doing business except where (i) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeChange or (ii) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vif) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except other than Permitted Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Change. No Event of Default or Potential Default exists has occurred and is continuing or is continuingwould result from the performance by any Loan Party of its Obligations.

Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. Each Loan Party The Borrower and each Specified Excluded of its Subsidiary (i) is a corporation, partnership or limited liability company duly organizedorganized or formed, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the all necessary lawful power and authority, and all necessary licenses, approvals and authorizations to own or lease its properties and to engage in the business it presently conducts or currently proposes to conduct, except, in the cases of owning or leasing its properties and engaging in the business it presently conducts or currently proposes to conduct, where the absence of such licenses, approvals or authorizations, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change, (iii) is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 6.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where necessary and the absence of such failure licensing or qualification would not constitute reasonably be expected to result in a Material Adverse Change Change, (iv) has full power and authority to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a partyObligations, and all such actions have been duly authorized by all necessary action and proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 6.1.14 6.14 [Environmental Matters]) in all jurisdictions in which such Loan Party the Borrower or Specified Excluded Subsidiary of the Borrower is presently or will be doing business except where (a) the failure to do so so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse ChangeChange or (b) any non-compliance is being contested in good faith by appropriate proceedings diligently conducted, and (vi) has good and marketable title to or valid leasehold interest in all material properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens, except where the failure to do so, either individually or in the aggregate, would not reasonably be expected to constitute a Material Adverse Change. No Event of Default or Potential Default exists has occurred and is continuing or is continuing.would result from the performance by the Borrower of its Obligations. 6.2