Common use of Disposal of Property Clause in Contracts

Disposal of Property. Sell, transfer, exchange, lease, or otherwise dispose of any of its assets except the following shall be permitted: (i) sales of its Inventory in the ordinary course of business, (ii) sales made in connection with the purchase by Borrower of replacement equipment (other than equipment subject to a Security Interest), provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence of the use of the proceeds for such purchase; or (iii) other sales as contemplated by Section (iii); provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate in any Fiscal Year of Borrower, provided that (a) if such sale, transfer or disposition is effected without replacement of such equipment, or if such equipment is replaced by equipment leased by Borrower or by equipment purchased by Borrower subject to a Permitted Security Interest, then Borrower shall deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent for application to the Loan Obligations to the extent required by Section , or (b) if such sale, transfer, or other disposition is made in connection with the purchase by Borrower of replacement equipment (other than equipment subject to a Security Interest), then Borrower shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by Borrower of such replacement equipment and shall deliver to Agent written evidence of the use of the proceeds for such purchase. All replacement equipment purchased by Borrower shall be free and clear of all Security Interests and Encumbrances, except for Permitted Security Interests.

Disposal of Property. SellNeither the Borrower nor any of its Subsidiaries, transferif any, exchangeshall sell, lease, transfer or otherwise dispose of any of its properties, assets and rights to any Person except the following shall be permitted: (ia) sales of its Inventory in the ordinary course of business, (iib) sales made of Equipment or Rolling Stock being replaced in connection the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the purchase by Borrower Equipment or Rolling Stock being replaced and (c) sales in any calendar year of replacement equipment other Equipment or Rolling Stock with an aggregate appraised market value not in excess of an amount equal to five percent (other than equipment subject to a Security Interest), provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence 5.0%) of the use Borrower's net asset value (as determined according to GAAP) as of the proceeds for such purchase; last day of the preceding calendar year. In the event any of the Equipment or (iii) other sales assets of the Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as contemplated by Section (iii); herein provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate in any Fiscal Year of Borrower, provided that (a) if such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such equipment, or if such equipment property is replaced by equipment property leased by the Borrower or by equipment purchased by Borrower subject to a Permitted Security Interestany of its Subsidiaries, then if any, the Borrower shall and shall cause its Subsidiaries, if any, to deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent the Agent, for application the benefit of the Lenders, subject to the Loan Obligations prior rights of the Persons listed on Schedule 6.5 attached hereto and Persons contemplated by subsection 8.1(c), which proceeds shall be applied to the extent required by Section repayment of the Liabilities. If any of the Equipment is sold, transferred or (b) if otherwise disposed of as herein provided and such sale, transfer, transfer or other disposition is made in connection with the purchase by the Borrower of replacement equipment (other than equipment subject to a Security Interest)Equipment, then the Borrower shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by the Borrower of such replacement equipment Equipment and shall deliver to Agent the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. All such replacement equipment Equipment purchased by the Borrower shall be free and clear of all Security Interests liens, claims and Encumbrancesencumbrances, except for Permitted Security Interestsas expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto.

Disposal of Property. Sell, transfer, exchangeBorrower shall not sell, lease, transfer or otherwise dispose of any of its properties, assets or rights to any Person except the following shall be permitted: for (i) sales of its Inventory to customers in the ordinary course of business, (ii) sales made of Equipment in connection with the purchase by Borrower ordinary course of replacement equipment (other than equipment subject business in an aggregate amount not to a Security Interest), provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment exceed $2,000,000 per year and Borrower delivers to Agent written evidence of the use of the proceeds for such purchase; or (iii) other sales as contemplated by Section (iii); providedor licenses of data, however, no consent from information or reports obtained in the Required Lenders shall be required for the sale ordinary course of the Permitted Investments business or in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) in Great Southern Rental and Sales, Inc. if the sale is performed in accordance conjunction with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Salesagreement with Millennium Seismic, Inc., dated April 24as of September 5, 19941997, to customers in the ordinary course of business. Notwithstanding the foregoingExcept as set forth on SCHEDULE 6.5 hereto, Borrower may shall not, without Lender's prior written consent, sell, transfer lease, grant a security interest in or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individuallyencumber the Equipment, or any part thereof. In the event any of the Equipment is sold, transferred or otherwise disposed of as herein provided, (x) and $100,000 in the aggregate in any Fiscal Year of Borrower, provided that (a) if such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or (b) such equipment, or if such equipment Equipment is replaced by equipment Equipment leased by Borrower, Borrower or by equipment purchased by Borrower shall, subject to a Permitted Security Interestthe prior rights, then Borrower shall if any, of the persons listed on SCHEDULE 6.5 hereto, deliver all of the net cash proceeds of any such sale, transfer or other disposition to Agent for application Lender, which proceeds shall be applied to the Loan Obligations to the extent required by Section repayment of Borrower's Liabilities, or (by) if such sale, transfer, transfer or other disposition is made in connection with the purchase by Borrower of replacement equipment (other than equipment Equipment, Borrower shall, subject to a Security Interest)the prior rights, then Borrower shall if any, of the persons listed on SCHEDULE 6.5 hereto, use the proceeds of any such sale, transfer or other disposition to finance the purchase by Borrower of such replacement equipment Equipment and shall deliver to Agent Lender written evidence of the use of the proceeds for such purchase. All Except as set forth on SCHEDULE 6.5 hereto, all replacement equipment Equipment purchased by Borrower shall be free and clear of all Security Interests liens, claims and Encumbrancesencumbrances, except for Permitted Security InterestsLender's security interests, liens, claims and encumbrances.

Disposal of Property. Sell, transfer, exchangeNeither the Borrower nor any of its -------------------- Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its properties, assets and rights to any Person except the following shall be permitted: (ia) sales of its Inventory in the ordinary course of business, (iib) sales made of Equipment or Rolling Stock being replaced in connection the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the purchase by Borrower Equipment or Rolling Stock being replaced and (c) sales in any calendar year of replacement equipment other Equipment or Rolling Stock with an aggregate appraised market value not in excess of an amount equal to five percent (other than equipment subject to a Security Interest), provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence 5.0%) of the use Borrower's net asset value (as determined according to GAAP) as of the proceeds for such purchase; last day of the preceding calendar year. In the event any of the Equipment or (iii) other sales assets of the Borrower or any of its Subsidiaries is sold, transferred or otherwise disposed of as contemplated by Section (iii); herein provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate in any Fiscal Year of Borrower, provided that (a) if such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such equipment, or if such equipment property is replaced by equipment property leased by the Borrower or by equipment purchased by Borrower subject to a Permitted Security Interest, then any of its Subsidiaries the Borrower shall and shall cause its Subsidiaries to deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent the Agent, for application the benefit of the Lenders, subject to the Loan Obligations prior rights, if any, of the Persons listed on Schedule 6.5 ------------ attached hereto and Persons contemplated by subsection 8.1(c), which proceeds ----------------- shall be applied to the extent required by Section repayment of the Liabilities. If any of the Equipment is sold, transferred or (b) if otherwise disposed of as herein provided and such sale, transfer, transfer or other disposition is made in connection with the purchase by the Borrower of replacement equipment (other than equipment subject to a Security Interest)Equipment, then the Borrower shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by the Borrower of such replacement equipment Equipment and shall deliver to Agent the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. All such replacement equipment Equipment purchased by the Borrower shall be free and clear of all Security Interests liens, claims and Encumbrancesencumbrances, except for Permitted Security Interests.as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto. ------------

Disposal of Property. SellNo Borrower shall, transfernor shall it permit any of its Subsidiaries to, exchangesell, lease, assign, transfer or otherwise dispose of any of its their Property, assets and rights to any Person except the following shall be permitted: for (i) bona fide sales of its Inventory to customers for fair value in the ordinary course of business, business and (ii) sales made of Equipment which is obsolete, worn-out or otherwise not useable in connection with the purchase by Borrower of replacement equipment (other than equipment subject to a Security Interest), provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence of the use of the proceeds for such purchase; or (iii) other sales as contemplated by Section (iii); provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on applicable Borrower's books, and (ii) business in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate amount in any Fiscal Year not to exceed One Hundred Thousand Dollars ($100,000). In the event any Equipment of Borrowerany Borrower is sold, provided that transferred or otherwise disposed of as permitted by this SUBSECTION 8.7 or with the Required Lenders' consent, and (ai) if such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such equipment, or if such equipment Equipment is replaced by equipment Equipment leased by Borrower or by equipment purchased by Borrower subject to a Permitted Security Interestsuch Borrower, then such Borrower shall promptly (but in any event within three (3) Business Days of the receipt thereof) deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent for application to the Loan Obligations to the extent required by Section Agent, or (bii) if such sale, transfer, transfer or other disposition is made in connection with the purchase by such Borrower of replacement equipment (other than equipment subject to a Security Interest)Equipment, then such Borrower shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by such Borrower of such replacement equipment Equipment and shall deliver to the Agent written evidence of the use of the proceeds for such purchase. All Except as permitted by SUBSECTION 8.1, all replacement equipment Equipment purchased by any Borrower shall be free and clear of all Security Interests and EncumbrancesLiens, except for Permitted Security InterestsLiens in favor the Agent, for the benefit of the Lenders. All proceeds delivered to the Agent under this SUBSECTION 8.7 shall be applied to the Revolving Loan Obligations (without permanent reduction of the Revolving Loan Facility), without premium or penalty, except as provided in SUBSECTION 2.21, with such proceeds to be applied first to Base Rate Loans until paid in full and thereafter to LIBOR Rate Loans.

Disposal of Property. Sell, transfer, exchangeBorrower shall not sell, lease, transfer -------------------- or otherwise dispose of any of its properties, assets and rights to any Person except the following shall be permitted: for (i) sales of its Inventory to customers in the ordinary course of business, business and (ii) sales made of Equipment in connection with the purchase by Borrower an aggregate amount not to exceed $25,000 per year. Except as set forth on Schedule 5.4 hereto and sales of replacement equipment (other than equipment subject ------------ Equipment in an aggregate amount not to a Security Interest), provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence of the use of the proceeds for such purchase; or (iii) other sales as contemplated by Section (iii); provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoingexceed $25,000 per year, Borrower may shall not without Lender's prior written consent, sell, transfer lease, grant a security interest in or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individuallyencumber the Equipment, and $100,000 in or any part thereof. In the aggregate in event any Fiscal Year of Borrowerthe Equipment is sold, provided that transferred or otherwise disposed of as herein provided, (a) if and (1) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or (2) such equipment, or if such equipment Equipment is replaced by equipment Equipment leased by Borrower, Borrower or by equipment purchased by Borrower shall, subject to a Permitted Security Interestthe prior rights, then Borrower shall if any, of the persons listed on Schedule 5.4 hereto, deliver all of the cash proceeds of any such sale, transfer ------------ or other disposition to Agent for application Lender, which proceeds shall be applied to the Loan Obligations to the extent required by Section repayment of Borrower's Liabilities, or (b) if such sale, transfer, transfer or other disposition is made in connection with the purchase by Borrower of replacement equipment (other than equipment Equipment, Borrower shall, subject to a Security Interest)the prior rights, then Borrower shall if any, of the persons listed on Schedule -------- 5.4 hereto, use the proceeds of any such sale, transfer or other disposition to finance --- the purchase by Borrower of such replacement equipment Equipment and shall deliver to Agent Lender written evidence of the use of the proceeds for such purchase. All Except as set forth on Schedule 5.4 hereto, all replacement equipment Equipment purchased by Borrower ------------ shall be free and clear of all Security Interests liens, claims and Encumbrancesencumbrances, except for Permitted Security InterestsLender's security interests, liens, claims and encumbrances.

Disposal of Property. SellNo Borrower shall, transfernor shall it permit any of its Subsidiaries to, exchangesell, lease, assign, transfer or otherwise dispose of any of its their Property, assets and rights to any Person except the following shall be permitted: for (i) bona fide sales of its Inventory to customers for fair value in the ordinary course of business, business and (ii) sales made of Equipment which is obsolete, worn-out or otherwise not useable in connection with the purchase by Borrower of replacement equipment (other than equipment subject to a Security Interest), provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence of the use of the proceeds for such purchase; or (iii) other sales as contemplated by Section (iii); provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on applicable Borrower's books, and (ii) business in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate amount in any Fiscal Year not to exceed One Hundred Thousand Dollars ($100,000). In the event any Equipment of Borrowerany Borrower is sold, provided that transferred or otherwise disposed of as permitted by this subsection 8.7 or with the Required Lenders' consent, and (ai) if such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such equipment, or if such equipment Equipment is replaced by equipment Equipment leased by Borrower or by equipment purchased by Borrower subject to a Permitted Security Interestsuch Borrower, then such Borrower shall promptly (but in any event within three (3) Business Days of the receipt thereof) deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent for application to the Loan Obligations to the extent required by Section Agent, or (bii) if such sale, transfer, transfer or other disposition is made in connection with the purchase by such Borrower of replacement equipment (other than equipment subject to a Security Interest)Equipment, then such Borrower shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by such Borrower of such replacement equipment Equipment and shall deliver to the Agent written evidence of the use of the proceeds for such purchase. All Except as permitted by subsection 8.1, all replacement equipment Equipment purchased by any Borrower shall be free and clear of all Security Interests and EncumbrancesLiens, except for Permitted Security InterestsLiens in favor the Agent, for the benefit of the Lenders. All proceeds delivered to the Agent under this subsection 8.7 shall be applied to the Revolving Loan Obligations (without permanent reduction of the Revolving Loan Facility), without premium or penalty, except as provided in subsection 2.21, with such proceeds to be applied first to Base Rate Loans until paid in full and thereafter to LIBOR Rate Loans.

Disposal of Property. SellNeither the Borrower nor any of its Subsidiaries, transferif any, exchangeshall sell, lease, transfer or otherwise dispose of any of its properties, assets and rights to any Person except the following shall be permitted: (ia) sales of its Inventory in the ordinary course of business, (iib) sales made of Equipment or Rolling Stock being replaced in connection the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the purchase by Borrower Equipment or Rolling Stock being replaced and (c) sales in any calendar year of replacement equipment other Equipment or Rolling Stock with an aggregate appraised market value not in excess of Four Hundred Thousand Dollars (other than equipment subject to a Security Interest$400,000), provided that Borrower uses . In the proceeds of event any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence of the use Equipment or other assets of the proceeds for such purchase; Borrower or (iii) other sales any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as contemplated by Section (iii); herein provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate in any Fiscal Year of Borrower, provided that (a) if such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such equipment, or if such equipment property is replaced by equipment property leased by the Borrower or by equipment purchased by Borrower subject to a Permitted Security Interestany of its Subsidiaries, then if any, the Borrower shall and shall cause its Subsidiaries, if any, to deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent the Agent, for application the benefit of the Lenders, subject to the Loan Obligations prior rights of the Persons listed on Schedule 6.5 attached hereto and Persons contemplated by subsection 8.1(c), which proceeds shall be applied to the extent required by Section repayment of the Liabilities. If any of the Equipment is sold, transferred or (b) if otherwise disposed of as herein provided and such sale, transfer, transfer or other disposition is made in connection with the purchase by the Borrower of replacement equipment (other than equipment subject to a Security Interest)Equipment, then the Borrower shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by the Borrower of such replacement equipment Equipment and shall deliver to Agent the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. All such replacement equipment Equipment purchased by the Borrower shall be free and clear of all Security Interests liens, claims and Encumbrancesencumbrances, except for Permitted Security Interestsas expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto.

Disposal of Property. SellNot, transferand shall not permit any Subsidiary to, exchangesell, lease, assign, transfer or otherwise dispose of any of its assets Property or rights to any Person except the following shall be permitted: for (i) bona fide sales of its Inventory to customers for fair value in the ordinary course of business, (ii) sales made of Equipment which is obsolete, worn-out or otherwise not useable in connection with the purchase by Borrower of replacement equipment (other than equipment subject to a Security Interest), provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence of the use of the proceeds for such purchase; or (iii) other sales as contemplated by Section (iii); provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) business in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate amount in any Fiscal Year not to exceed One Hundred Thousand Dollars ($100,000) and (iii) the Permitted HZ Disposition. In the event any Equipment of BorrowerBorrower or any Subsidiary is sold, provided that transferred or otherwise disposed of as permitted by this SECTION 11.30 or with the Required Lenders' consent, and (a) if such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such equipment, or if such equipment Equipment is replaced by equipment Equipment leased by Borrower or by equipment purchased by Borrower subject to a Permitted Security Interestsuch Person, then Borrower such Person shall promptly (but in any event within ninety (90) Business Days of the receipt thereof) deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent for application to the Loan Obligations to the extent required by Section Agent, or (b) if such sale, transfer, transfer or other disposition is made in connection with the purchase by Borrower such Person of replacement equipment (other than equipment subject to a Security Interest)Equipment, then Borrower such Person shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by Borrower such Person of such replacement equipment Equipment and shall deliver to Agent written evidence of the use of the proceeds for such purchase. All Except as permitted by SECTION 11.22, all replacement equipment Equipment purchased by Borrower or any Subsidiary shall be free and clear of all Security Interests and EncumbrancesLiens, except for Permitted Security InterestsLiens in favor of Agent. All proceeds delivered to Agent under this SECTION 11.30 shall be applied to the remaining scheduled payments on the Term Loans in the inverse order of their maturity thereof or, if the Term Loans have been paid in full, to the outstanding Revolving Loans (without permanent reduction of the Revolving Commitment) without premium or penalty except as provided in SECTION 2.8, with such proceeds to be applied first to Prime Rate Loans until paid in full and then to LIBOR Rate Loans.

Disposal of Property. SellNot, transferand shall not permit any Subsidiary to, exchangesell, lease, assign, transfer or otherwise dispose of any of its assets Property or rights to any Person except the following shall be permitted: for (i) bona fide sales of its Inventory to customers for fair value in the ordinary course of business, business and (ii) sales made in connection with the purchase by Borrower of replacement equipment (other than equipment subject to a Security Interest)Equipment which is obsolete, provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence of the use of the proceeds for such purchase; or (iii) other sales as contemplated by Section (iii); provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) Highworn-Trak, Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer out or otherwise dispose of obsolete or unusable equipment having not useable in Borrowers' business in an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate amount in any Fiscal Year not to exceed $100,000. In the event any Equipment of Borrowerany Borrower or any Subsidiary of any Borrower is sold, provided that transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consent, and (ai) if such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such equipment, or if such equipment Equipment is replaced by equipment Equipment leased by any Borrower or by equipment purchased by Borrower subject to a Permitted Security Interestany Subsidiary of any Borrower, then Borrower Borrowers shall promptly (but in any event within three (3) Business Days of the receipt thereof) deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent for application to the Loan Obligations to the extent required by Section Lender, or (bii) if such sale, transfer, transfer or other disposition is made in connection with the purchase by a Borrower of replacement equipment (other than equipment subject to a Security Interest)Equipment, then such Borrower shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by such Borrower of such replacement equipment Equipment and shall deliver to Agent Lender written evidence of the use of the proceeds for such purchase. All Except as permitted by Section 11.22, all replacement equipment Equipment purchased by each Borrower and each Subsidiary of any Borrower shall be free and clear of all Security Interests and EncumbrancesLiens, except for Permitted Security InterestsLiens in favor of Lender. All proceeds delivered to Lender under this Section 11.30 shall be applied to the remaining scheduled payments on the Term Loan in accordance with Section 2.5 hereof or, if the Term Loan has been paid in full, to the outstanding Revolving Loans (without permanent reduction of the Revolving Commitment).

Disposal of Property. Sell, transfer, exchangeEach Borrower shall not sell, lease, transfer or otherwise dispose of any of its properties, assets except the following shall be permittedand rights to any Person (other than to any other Borrower) except: (ia) sales of its Inventory in the ordinary course of business, ; (iib) sales made of property being replaced in connection the ordinary course of business by other property with a fair market value equal to or greater than the purchase by Borrower property being so replaced; (c) sales or disposal of replacement equipment Equipment having a value of less than One Hundred Seventy-Five Thousand and 00/100 Dollars (other than equipment $175,000.00) per fiscal year of the Borrowers; (d) subject to a Security Interestsubsection 3.1(b), provided that Borrower uses sales or transfers pursuant to the proceeds termination of a Facility Agreement which will not result in any extraordinary gains or losses pursuant to GAAP (including the prepayment of any such sale Note Receivable or receipt of any Net Contract Proceeds, subject to finance the purchase by Borrower terms of replacement equipment an Assignment of Receivables and Borrower delivers Proceeds executed and delivered to Agent written evidence of the use of the proceeds for such purchaseAdministrative Agent); or (iiie) other sales or disposal of Equipment having a net book value as contemplated by Section of such sale or disposition aggregating not more than Two Million Five Hundred Thousand and 00/100 (iii); $2,500,000.00) since the Closing Date. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate in any Fiscal Year of Borrower, provided that (a) if such sale, transfer or disposition is effected without replacement of such equipment, or if such equipment is replaced by equipment leased by Borrower or by equipment purchased by Borrower subject to a Permitted Security Interest, then Borrower shall deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent for application to the Loan Obligations to the extent required by Section , or (b) if such sale, transfer, or other disposition is made in connection with the purchase by any Borrower of replacement equipment (other than equipment subject to a Security Interest)Equipment, then such Borrower shall use the proceeds of any such sale, transfer or other disposition solely to finance the purchase by such Borrower of such replacement equipment Equipment and shall deliver to the Administrative Agent written evidence of the use of the proceeds for such purchase. All replacement equipment Equipment purchased by any Borrower shall be free and clear of all Security Interests and EncumbrancesLiens, except for Permitted Security Intereststhose of the Administrative Agent and except for purchase money security interests arising out of such purchases to the extent permitted under subsection 7.2.

Disposal of Property. SellNo Borrower shall, transfernor shall it permit any of its Subsidiaries to, exchangesell, lease, assign, transfer or otherwise dispose of any of its their Property, assets and rights to any Person except the following shall be permitted: for (i) bona fide sales of its Inventory to customers for fair value in the ordinary course of business, business and (ii) sales made of Equipment which is obsolete, worn-out or otherwise not useable in connection with the purchase by Borrower of replacement equipment (other than equipment subject to a Security Interest), provided that Borrower uses the proceeds of any such sale to finance the purchase by Borrower of replacement equipment and Borrower delivers to Agent written evidence of the use of the proceeds for such purchase; or (iii) other sales as contemplated by Section (iii); provided, however, no consent from the Required Lenders shall be required for the sale of the Permitted Investments in (i) High-Trak, Inc. if the net cash proceeds shall be at least the book value carried on applicable Borrower's books, and (ii) business in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of that certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the aggregate amount in any Fiscal Year not to exceed One Hundred Thousand Dollars ($100,000). In the event any Equipment of Borrowerany Borrower is sold, provided that transferred or otherwise disposed of as permitted by this SUBSECTION 8.7 or with the Required Lenders' consent, and (ai) if such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such equipment, or if such equipment Equipment is replaced by equipment Equipment leased by Borrower or by equipment purchased by Borrower subject to a Permitted Security Interestsuch Borrower, then such Borrower shall promptly (but in any event within three (3) Business Days of the receipt thereof) deliver all of the cash proceeds of any such sale, transfer or other disposition to Agent for application to the Loan Obligations to the extent required by Section Agent, or (bii) if such sale, transfer, transfer or other disposition is made in connection with the purchase by such Borrower of replacement equipment (other than equipment subject to a Security Interest)Equipment, then such Borrower shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by such Borrower of such replacement equipment Equipment and shall deliver to the Agent written evidence of the use of the proceeds for such purchase. All Except as permitted by SUBSECTION 8.1, all replacement equipment Equipment purchased by any Borrower shall be free and clear of all Security Interests and EncumbrancesLiens, except for Permitted Security InterestsLiens in favor the Agent, for the benefit of the Lenders. All proceeds delivered to the Agent under this SUBSECTION 8.7 shall be applied to the Revolving Loan Obligations (without permanent reduction of the Revolving Loan Facility), without premium or penalty, except as provided in SUBSECTION 2.19, with such proceeds to be applied first to Base Rate Loans until paid in full and thereafter to LIBOR Rate Loans.