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.

The underlying assets of each member of the Consolidated Group do not constitute Plan Assets and no Loan Party will be using Plan Assets of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.

Sellers have good and marketable title to, a valid leasehold interest in or all rights to use, all Acquired Assets, subject only to any Permitted Liens and DIP Liens and the pre-petition credit agreements, which such DIP Liens shall be released under the Sale Order.

Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets shall be conditioned on a specified use of the proceeds towards the repayment of this Note.

Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future), or any disposition or conveyance of any material asset of the Borrower.