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 Company.

Transferred DB Assets. The Employer may transfer an amount to this Plan from the Employer's terminated defined benefit plan in accordance with Code §4980(d)(2)(B). The amounts transferred into this Plan shall be held in a "transferred assets suspension account." Amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated in the same manner and to the same Participants that Employer Nonelective Contributions are allocated, as described in Section 4.3. If the Plan does not provide for Nonelective Contributions, then the amounts released from the "transferred assets suspension account" pursuant to the provisions of this Section shall be allocated to each Participant eligible to share in al locations in the same ratio as such Participant's Compensation bears to the total Compensation of all Participants eligible to share in allocations.

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.

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.

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.

Sale of Assets. [[Borrowers:Organization]] will not, nor will it permit any Subsidiary to, consummate any Asset Sale after the Closing Date other than an Asset Sale which # is not for less than fair market value (as determined in good faith by the management or board of directors of [[Borrowers:Organization]] or such Subsidiary, as applicable), # generates proceeds that, in the aggregate with the proceeds of all such other Asset Sales during the then current fiscal year, do not exceed fifteen percent (15%) of the aggregate book value of [[Borrowers:Organization]]’s Consolidated Assets as of the end of the fiscal quarter immediately preceding the initial Asset Sale consummated after the Closing Date and # generates proceeds that, in the aggregate with the proceeds of all such other Asset Sales during the period from the Closing Date to the date of such proposed transaction, do not exceed twenty-five percent (25%) of the aggregate book value of [[Borrowers:Organization]]’s Consolidated Assets as of the end of the fiscal quarter immediately preceding the initial Asset Sale consummated after the Closing Date. Notwithstanding the foregoing, the proceeds of any such Asset Sales by [[Borrowers:Organization]] or any Domestic Subsidiary Guarantor during the period from the Closing Date to the date of such proposed transaction, to the extent permitted in the foregoing sentence, shall not exceed seven and a half percent (7.5%) of the aggregate book value of [[Borrowers:Organization]]’s Consolidated Assets as of the end of the fiscal quarter immediately preceding the initial Asset Sale consummated after the Closing Date.

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

liability for benefits under the Plan. The right of a Participant to receive a payment under the Plan will be an unsecured claim against the general assets of the Company. All payments under the Plan will be made from the general assets of the Company. Notwithstanding anything in this Plan, no Participant, or any other person, may acquire by reason of the Plan any right in or title to any assets, funds, or property of the Company.