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.

Property and Assets. The property and assets listed on [Schedule 2.3(k)] represent all of the property and assets of Sangre and such property and assets are owned by Sangre free and clear of all Encumbrances.

Minimum Liquid Assets. Guarantor shall maintain Total Eligible Liquidity of not less than $40,000,000.00. “Total Eligible Liquidity” means, at any particular time, the sum of Guarantor’s cash, cash equivalents (certificates of deposit and other depository accounts established at FDIC-insured banks), United States government-issued securities and other registered, unrestricted equity or debt securities which are publicly traded on a recognized United States exchange and have been approved by [[Organization C:Organization]], in its sole and absolute discretion and which, in all events, are held in Guarantor’s name and are free and clear of all Liens (as defined in the Warehouse Agreement) (except Liens in favor of [[Organization C:Organization]]), as calculated and determined as set forth in Exhibit A attached hereto.

Minimum Liquid Assets. [[Organization B:Organization]] shall maintain Total Eligible Liquidity of not less than $1,000,000.00. “Total Eligible Liquidity” means, at any particular time, the sum of [[Organization B:Organization]]’s cash, cash equivalents (certificates of deposit and other depository accounts established at FDIC-insured banks), United States government-issued securities and other registered, unrestricted equity or debt securities which are publicly traded on a recognized United States exchange and have been approved by [[Organization C:Organization]], in its sole and absolute discretion and which, in all events, are held in [[Organization B:Organization]]’s name and are free and clear of all Liens (except Liens in favor of [[Organization C:Organization]]), as calculated and determined as set forth in Exhibit E-1 attached hereto.

Distribution of Assets. In case the Company shall declare or make any distribution of its assets (including cash) to all holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the Holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the Holder had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.

Sale of Assets. Sell, assign, transfer, convey, or otherwise dispose of its Assets, whether now owned or hereafter acquired, except for # the sale, assignment, transfer, conveyance or other disposition of any Asset by Borrower the Distribution of which by Borrower to the holders of its Stock would not result in an Event of Default or an Unmatured Event of Default (provided, however, that a sale, assignment, transfer, conveyance or other disposition of any equity Securities by Borrower will constitute a violation of this Section 6.7 if a Change of Control Event would result therefrom), # the sale, assignment, transfer, conveyance or other disposition of obsolete, worn out or surplus tangible property, # any sale, assignment, transfer, conveyance or other disposition of Assets for the liquidation, dissolution or winding up of a wholly-owned Subsidiary of Borrower, # any transaction permitted by Section 6.5 of this Agreement; # any other sale, assignment, transfer, conveyance or other disposition of its Assets so long as, Borrower is in compliance with the covenant set forth in Section 6.14 immediately before such sale, assignment, transfer, conveyance or other disposition of its Assets, and immediately after giving effect thereto.

Disposition of Assets None of the Borrowers shall, nor shall suffer or permit any Subsidiary to, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition, except:

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.

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for # Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and # Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Award Agreement (including the Grant Notice), the Plan shall govern and control.