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”):

Title to Assets. Each of SRSG and Merger Sub has good and marketable title to all of its Assets and Properties or interests in Assets and Properties reflected in the SRSG Financial Statements or acquired after the date of the SRSG Financial Statements, except for any liens for current Taxes not yet due and payable and except for liens, encumbrances, security interests and imperfections of title disclosed in [Section 3.21 of Schedule A], which liens, encumbrances, security interests and imperfections of title do not and will not # materially detract from or interfere with the use of the Assets and Properties subject thereto or affected thereby, or # otherwise materially impair business operations involving such Assets and Properties.

Sale of Assets. The Company will not, nor will it permit any Subsidiary to, consummate any Asset Sale after the Closing Date other than an Asset Sale which # is not for less than fair market value (as determined in good faith by the management or board of directors of the Company or such Subsidiary, as applicable), # generates proceeds that, in the aggregate with the proceeds of all such other Asset Sales during the then current fiscal year, do not exceed fifteen percent (15%) of the aggregate book value of the Company’s Consolidated Assets as of the end of the fiscal quarter immediately preceding the initial Asset Sale consummated after the Closing Date and # generates proceeds that, in the aggregate with the proceeds of all such other Asset Sales during the period from the Closing Date to the date of such proposed transaction, do not exceed twenty-five percent (25%) of the aggregate book value of the Company’s Consolidated Assets as of the end of the fiscal quarter immediately preceding the initial Asset Sale consummated after the Closing Date. Notwithstanding the foregoing, the proceeds of any such Asset Sales by the Company or any Domestic Subsidiary Guarantor during the period from the Closing Date to the date of such proposed transaction, to the extent permitted in the foregoing sentence, shall not exceed seven and a half percent (7.5%) of the aggregate book value of the Company’s Consolidated Assets as of the end of the fiscal quarter immediately preceding the initial Asset Sale consummated after the Closing Date.