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 [[Servicer:Organization]] as debtor in all necessary or appropriate filing offices (and will cause [[Servicer:Organization]] 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”):

General Assets. Each Participating Employer will pay, from its general assets, the distribution of the Participant’s Account under Section 6, and all costs, charges and expenses relating thereto.

Transferred Assets. The definition of “Transferred Assets” in [Section 1.01(a)] of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

Purchased Assets. The Assets to be purchased from Sellers shall be limited to the following:

Title to Assets; Sufficiency of Assets; Condition of Assets. Except as set forth on [Schedule 3.4] to this Agreement, the Company is the sole and exclusive legal, beneficial and equitable owner of all right, title and interest in and has good and marketable title to the assets used in the Business, none of which are subject to any Liens but some of which is collateral securing debt pursuant to the Notes. Except for Creditor interests pursuant to the Notes, no Person other than the Company has any interest in any of the assets used in the Business, except licenses of Non-Critical Software and Open Source Software. The assets used in the Business are, taken as a whole, suitable for the purposes for which they are being used by the Company and constitute all of the assets necessary for the operation of the Business as presently conducted by the Company. The assets used in the Business are in good operating condition (normal wear and tear excepted), and are fit in all material respects for use in the ordinary course of business.

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.

Nondiversion of Assets. Except as provided in Sections 5.2 and 14.12, under no circumstances shall any portion of the Trust Fund be diverted to or used for any purpose other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan.