all net after-tax gain, loss, expense or charge attributable to business dispositions and asset dispositions other than in the ordinary course of business (as determined in good faith by the Borrower Representative) will be excluded;

Disposition of Assets At any time a Restriction Trigger Period is in effect or would result therefrom, make any Asset Disposition, except # a Permitted Asset Disposition, # Asset Dispositions of certain Accounts and certain related assets of Supplier or other Borrower in respect of the CNH Group Account Debtors or other vendors pursuant to the CNH Supplier Agreement or a similar Vendor Financing Agreement, or # a transfer of Property by a Subsidiary or Borrower to a Borrower; provided that, in the case of clause (c), if Collateral is transferred, then such transfer shall only be permitted if Agent maintains a first priority perfected security interest in the Collateral transferred. The Borrower Agent shall provide prompt written notice to Agent of any Asset Disposition consummated by a Borrower (describing in reasonable detail such Asset Disposition) other than with respect to Permitted Asset Dispositions. For the avoidance of doubt, unless a Restriction Trigger Period exists or would result therefrom, there shall be no limitation on Asset Dispositions by Borrowers.

Asset Dispositions of equipment or real property to the extent that # such Asset Disposition is in the ordinary course of business and (ii) (A) such property is exchanged for credit against the purchase price of similar replacement property or # the proceeds of such Asset Disposition are reasonably promptly applied to the purchase price of other equipment or real property; # Asset Dispositions by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or to another Subsidiary; provided that, if the transferor in such Asset Disposition is a Loan Party, the transferee must be a Loan Party or such Asset Disposition must comply with [Sections 6.05 and 6.08], as applicable; # [Reserved];

any gains from Asset Dispositions, any extraordinary gains and any gains from discontinued operations included in the determination of Consolidated Net Income.

Consult with the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales or other liquidity events; and

Withdrawals of Asset Disposal Proceeds. If at any time any Extraordinary Proceeds resulting from an asset disposal permitted under [Section 7.02(f)] (Negative Covenants – Asset Dispositions) of the Credit Agreement are deposited into the Insurance, Condemnation and Extraordinary Proceeds Account, then on any Quarterly Payment Date:

Make any Asset Dispositions (including, without limitation, any Sale Leaseback Transaction) other than # the sale of inventory in the ordinary course of business for fair consideration, # the sale or disposition of machinery and equipment no longer used or useful in the conduct of any Credit Party’s or any such Subsidiary’s business, # the sale or disposition of Securitization Receivables in connection with a Securitization Transaction, or # such other Asset Dispositions, provided that # the consideration for such assets disposed of represents the fair market value of such assets at the time of such Asset Disposition; and # the cumulative net book value of all Asset Dispositions by any Credit Party and any of its Subsidiaries during any single fiscal year shall not exceed 15% of the Consolidated Total Assets determined as of the end of the most recently completed fiscal year.

Asset Coverage Ratio. The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1 at any time.

Asset Purchase Agreement. This Bill of Sale is being executed and delivered pursuant to Section 2.09(a)(i) of the Asset Purchase Agreement and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing contained herein shall supersede, amend, alter or modify (nor shall it be deemed or construed to supersede, amend, alter or modify) any of the terms or conditions of the Asset Purchase Agreement in any manner whatsoever. In the event of any conflict between the provisions of this Bill of Sale and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control and prevail.

With Respect to Real Estate and Related Services, the Advisor shall: