Obligations Not Assumed. The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by any ​, the Administrative Agent or any Investor, of any obligation of the SPV, any Originator, or any other Person under or in connection with the Receivables or any other Affected Asset, all of which shall remain the obligations and liabilities of the SPV and the applicable Originator.

“Assumed Trade Creditor Liabilities” means collectively, the Assumed Priority Trade Claims and the Assumed Non-Priority Trade Claims. For the avoidance of doubt, in no event shall the aggregate amount of the Assumed Trade Creditor Liabilities exceed ​ (subject to the terms and conditions set forth in this Agreement).

the Assumed Liabilities.

“Assumed Liabilities” means:

Exhibit #(a) – Assumed Liabilities

all liabilities arising prior to the Closing Date that are not Assumed Liabilities.

the Assumed Trade Creditor Liabilities;

Discharged Liabilities. Paid, discharged, cancelled, waived or satisfied any claim, obligation or liability in excess of ​ in the aggregate, except for liabilities incurred prior to the date of this Agreement in the Ordinary Course of Business;

Excluded Liabilities. Except as provided in [Section 1.3(b)], the Purchaser shall not assume, and shall have no liability for, any Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that the Purchaser is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities, including # any accounts payable, # Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise to the extent relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing (other than those Liabilities specified in [Section 1.3(b)(v)]); # any Liability of the Seller and any claims by any stockholder of the Seller arising out of or relating to the execution, delivery or performance of the Transactional Agreements, # any Liability of the Seller or any Seller Affiliate to the extent relating to or arising out of the Excluded Assets, including the Excluded Contracts, except Liabilities related to the Business Portion of any Shared Contract but only in the event they are assumed by Purchaser pursuant to [Section 1.7], # any Excluded Taxes, # the Seller Severance Liabilities, # any Liabilities relating to the Non-Designated Employees, whether arising before, on or after Closing, # any Liabilities relating to the Transferred Employees, including all wages, accrued bonuses, retention amounts, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of

“Assumed Liabilities” has the meaning set forth in [Section 2.3].