No Assets or Liabilities. Other than the rights and obligations of the Company pursuant to this Agreement, the Merger Agreement, the Equity Commitment Letter and the other Transaction Agreements to which the Company is a party, the Company has never had nor has, directly or indirectly, any material liabilities of any nature (whether absolute, accrued, contingent or otherwise), nor has the Company ever held or owned and does not hold or own any material assets.

Title to Assets; No Encumbrances. Parent, each of the Loan Parties and each of their respective Subsidiaries has # good, sufficient and legal title to (in the case of fee interests in Real Property), # valid leasehold interests in (in the case of leasehold interests in real or personal property), and # good and marketable title to (in the case of all other personal property), all of their respective assets (except for assets with a fair market value and net book value of not more than $500,000 in the aggregate) reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

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.

#[[Organization C:Organization]] has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person, and immediately prior to the sale of such Purchased Asset to [[Organization B:Organization]], [[Organization C:Organization]] was the sole owner of such Purchased Asset and had

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

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”):

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

No Funding of Plan. The Company shall not be required to fund or otherwise segregate any cash or any other assets, which may at any time be paid to Participants under the Plan. The Plan shall constitute an “unfunded” plan of the Company. The Company shall not, by any provisions of the Plan, be deemed to be a trustee of any property, and any rights of any Participant or former Participant shall be no greater than those of a general unsecured creditor or shareholder of the Company, as the case may be.

ERISA. No ERISA Event has occurred or is reasonably expected to occur. None of the assets of the Borrower constitute Plan Assets of any Benefit Plan.

•The Plan is not funded and has no assets.