Plan Assets. [[Organization C:Organization]] is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR §2510.3-101, as modified by [Section 3(42)] of ERISA, in [[Organization C:Organization]]’s hands and transactions by or with [[Organization C:Organization]] are not subject to any foreign state or local statute regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA or church plans within the meaning of [Section 3(33)] of ERISA.

Investment Assets. The Ceding Company has valid title to all of the Initial Funds Withheld Account Assets, free and clear of any liens, pledges or other encumbrances.

The financial statements of [[Organization B:Organization]] reflect the material properties and assets (real and personal) owned or leased by them.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the following (collectively, the “Excluded Assets”) shall not be part of the sale and purchase contemplated hereunder:

Excluded Assets. Except for the TFF Assets, the Company shall not acquire, and the Contributor shall retain, all remaining assets of the Contributor.

General Assets Each Participating Employer will pay, from its general assets, the distribution of the Participant’s Account under Section 5, and all costs, charges and expenses relating thereto.

Borrower Assets. With respect to each Receivable and the 2023-1B SUBI Certificate, the Borrower will: # acquire such Receivable and the 2023-1B SUBI Certificate pursuant to and in accordance with the terms of the Second Tier Purchase Agreement, # take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Receivable and the 2023-1B SUBI Certificate, including # filing and maintaining effective financing statements (Form UCC-1) listing ​ as debtor in all necessary or appropriate filing offices (and will cause ​ to obtain similar financing statements from each Originator from which it acquired the Receivables), and filing continuation statements, amendments or assignments with respect thereto in such filing offices, # registering the 2023-1B SUBI Certificate in the name of the Borrower and delivering the 2023-1B SUBI Certificate to the Administrative Agent, endorsed in blank, and # executing or causing to be executed such other instruments or notices as may be necessary or appropriate and # take all additional action that the Administrative Agent or any Lender may reasonably request, including the filing of financing statements (Form UCC-1) listing the Administrative

Excluded Assets. Purchaser expressly understands and agrees that it is not purchasing or acquiring, and [[Organization A:Organization]] is not selling or assigning the following assets or properties of [[Organization A:Organization]], (the “Excluded Assets”):

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of [Exhibit N].

Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Lenders has any duty, and such Guarantor is not relying on the Lenders at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Lenders to disclose such information and any defense relating to the failure to provide the same).