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.

Plan Assets. Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower, that such Lender is not and will not be # an employee benefit plan subject to Title I of ERISA, # a plan or account subject to Section 4975 of the Code; # an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or # a “governmental plan” within the meaning of ERISA.

Transfer of Assets. On the terms and subject to the conditions set forth in the Asset Purchase Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, its successors and assigns all of Seller’s right, title and interest in, to and under the Acquired Assets to have and to hold forever, together with all rights and privileges thereto, and Buyer hereby purchases such Acquired Assets and accepts such conveyance, transfer, assignment and delivery from Seller.

No Plan Assets. Each of the following representations is true, correct and complete with respect to ​, any SPE Party and Guarantor: it does not sponsor, is not obligated to contribute to, and is not itself an “employee benefit plan”, as defined in [Section 3(3)] of ERISA, subject to Title I of ERISA or Section 4975 of the IRS Code, and none of the assets of such Person constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, # such Person is not a “governmental plan” within the meaning of [Section 3(32)] of ERISA and # transactions by or with such Person are not subject to any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of [Section 3(32)] of ERISA which is similar to the provisions of [Section 406] of ERISA or Section 4975 of the IRS Code and which prohibit or otherwise restrict the transactions contemplated by this Agreement including, but not limited to, the exercise by ​ of any of its rights under the Loan Documents.

None of the Borrowers sponsors, is obligated to contribute to, or is itself an “employee benefit plan,” as defined in [Section 3(3)] of ERISA, subject to Title I of ERISA, and none of the assets of any Borrower constitutes or will constitute, during the term of the Loan, “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified by [Section 3(42)] of ERISA. In addition, none of the Borrowers is a “governmental plan” within the meaning of [Section 3(32)] of ERISA.

No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of its assets in a manner or to an extent that would or might impair Guarantor’s ability to perform its obligations under this Guaranty.

No Transfer of Assets. Until this Note is paid in full, Borrower shall not without the prior written consent of the ​ # sell or otherwise dispose of substantially all of its assets, # acquire substantially all of the assets of another entity, # if it is a corporation, participate in any merger, consolidation or other absorption or # agree to do any of these things.

Plan Assets; Prohibited Transactions. None of the Borrowers is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101, as modified by [Section 3(42)] of ERISA, of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code). The Company and its Subsidiaries have not engaged in any prohibited transaction within the meaning of [Section 406] of ERISA or Section 4975 of the Code which could reasonably be expected to result in liability, individually or in the aggregate, having a Material Adverse Effect; and neither the execution of this Agreement nor the making of Loans (assuming that the Lenders do not fund any of the Loans with any “plan assets” as defined under ERISA) hereunder give rise to a non-exempt prohibited transaction within the meaning of [Section 406] of ERISA or Section 4975 of the Code.

Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the following assets of Sellers shall be retained by Sellers and are not being sold, assigned, transferred or conveyed to Purchaser hereunder, and Sellers shall retain all right, title and interest to, in and under the following assets, properties, interests and rights of Sellers (all of the following are referred to collectively as the “Excluded Assets”):

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: