Common use of Disposal of Property Clause in Contracts

Disposal of Property. Neither the Borrower nor any of its Subsidiaries, if any, shall sell, lease, transfer or otherwise dispose of any of its properties, assets and rights to any Person except (a) sales of Inventory in the ordinary course of business, (b) sales of Equipment or Rolling Stock being replaced in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (c) sales in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value not in excess of Four Hundred Thousand Dollars ($400,000). In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such property is replaced by property leased by the Borrower or any of its Subsidiaries, 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. All such replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrances, except as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto.

Disposal of Property. Neither the Borrower nor Not, and shall not permit any of its SubsidiariesSubsidiary to, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its properties, assets and Property or rights to any Person except for (ai) bona fide sales of Inventory in the ordinary course of business, (b) sales of Equipment or Rolling Stock being replaced to customers for fair value in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (cii) sales of Equipment which is obsolete, worn-out or otherwise not useable in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value not in excess of Four Hundred Thousand Dollars ($400,000)Borrower's business. In the event any Equipment of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, Subsidiary is sold, transferred or otherwise disposed of as herein providedpermitted by this Section 11.30 or with the Required Lenders' consent, and (i) such sale, transfer or disposition is effected without replacement of the property Equipment so sold, transferred or disposed of or such property Equipment is replaced by property Equipment leased by such Person, such Person shall promptly (but in any event within three (3) Business Days of the Borrower or any of its Subsidiaries, if any, the Borrower shall and shall cause its Subsidiaries, if any, to receipt thereof) deliver all of the cash proceeds of any such sale, transfer or disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and (ii) such sale, transfer or disposition is made in connection with the purchase by the Borrower such Person of replacement Equipment, the Borrower such Person shall use the proceeds of such sale, transfer or disposition to finance the purchase by the Borrower such Person of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Agent written evidence of the use of the proceeds for such purchase. All such Except as permitted by Section 11.22, all replacement Equipment purchased by the Borrower or any Subsidiary shall be free and clear of all liens, claims and encumbrancesLiens, except as expressly allowed elsewhere for Liens in favor of Agent. All proceeds delivered to Agent under this Agreement Section 11.30 shall be applied to the remaining scheduled payments on the Term Loans in the inverse order of their maturities 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 on Schedule 6.5 attached heretoin Section 2.8, with such proceeds to be applied first to Base Rate Loans until paid in full and then to LIBOR Rate Loans.

Disposal of Property. Neither the No Borrower shall, nor shall it permit any of its SubsidiariesSubsidiaries to, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its propertiestheir Property, assets and rights to any Person except for (ai) bona fide sales of Inventory in the ordinary course of business, (b) sales of Equipment or Rolling Stock being replaced to customers for fair value in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (cii) sales of Equipment which is obsolete, worn-out or otherwise not useable in the applicable Borrower's business in an aggregate amount in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value Fiscal Year not in excess of Four to exceed One Hundred Thousand Dollars ($400,000100,000). In the event any Equipment of the Equipment or other assets of the any Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein providedpermitted by this subsection 8.7 or with the Required Lenders' consent, and (i) such sale, transfer or disposition is effected without replacement of the property Equipment so sold, transferred or disposed of or such property Equipment is replaced by property Equipment leased by the Borrower or any of its Subsidiariessuch Borrower, if any, the such Borrower shall and shall cause its Subsidiaries, if any, to 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and (ii) such sale, transfer or disposition is made in connection with the purchase by the such Borrower of replacement Equipment, the such Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the such Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Agent written evidence of the use of the proceeds for such purchase. All such Except as permitted by subsection 8.1, all replacement Equipment purchased by the any Borrower shall be free and clear of all liensLiens, claims and encumbrancesexcept for Liens 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 expressly allowed elsewhere provided in this Agreement or as provided on Schedule 6.5 attached heretosubsection 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. Neither the Borrower nor Not, and shall not permit any of its SubsidiariesSubsidiary to, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its properties, assets and Property or rights to any Person except for (ai) bona fide sales of Inventory in the ordinary course of business, (b) sales of Equipment or Rolling Stock being replaced to customers for fair value in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (cii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' business in an aggregate amount in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value Fiscal Year not in excess of Four Hundred Thousand Dollars (to exceed $400,000)100,000. In the event any Equipment of the Equipment or other assets of the any Borrower or any Subsidiary of its Subsidiaries, if any, any Borrower is sold, transferred or otherwise disposed of as herein providedpermitted by this Section 11.30 or with Lender's consent, and (i) such sale, transfer or disposition is effected without replacement of the property Equipment so sold, transferred or disposed of or such property Equipment is replaced by property Equipment leased by the any Borrower or any Subsidiary of its Subsidiariesany Borrower, if any, Borrowers shall promptly (but in any event within three (3) Business Days of the Borrower shall and shall cause its Subsidiaries, if any, to receipt thereof) deliver all of the cash proceeds of any such sale, transfer or disposition to the AgentLender, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and (ii) such sale, transfer or disposition is made in connection with the purchase by the a Borrower of replacement Equipment, the such Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the such Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Lender written evidence of the use of the proceeds for such purchase. All such Except as permitted by Section 11.22, all replacement Equipment purchased by the each Borrower and each Subsidiary of any Borrower shall be free and clear of all liens, claims and encumbrancesLiens, except as expressly allowed elsewhere for Liens in favor of Lender. All proceeds delivered to Lender under this Agreement or as provided Section 11.30 shall be applied to the remaining scheduled payments on Schedule 6.5 attached heretothe 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. Neither the Borrower nor any of its Subsidiaries, if any, -------------------- Subsidiaries shall sell, lease, transfer or otherwise dispose of any of its properties, assets and rights to any Person except (a) sales of Inventory in the ordinary course of business, (b) sales of Equipment or Rolling Stock being replaced in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (c) sales in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value not in excess of Four Hundred Thousand Dollars an amount equal to five percent ($400,000)5.0%) of the Borrower's net asset value (as determined according to GAAP) as of the last day of the preceding calendar year. In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, Subsidiaries is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such property is replaced by property leased by the Borrower or any of its Subsidiaries, if any, Subsidiaries the Borrower shall and shall cause its Subsidiaries, if any, Subsidiaries to deliver all of the cash proceeds of any such sale, transfer or disposition to the Agent, for the benefit of the Lenders, subject to the prior rights 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. All such replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrances, except as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto.. ------------

Disposal of Property. Neither the No Borrower shall, nor shall it permit any of its SubsidiariesSubsidiaries to, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its propertiestheir Property, assets and rights to any Person except for (ai) bona fide sales of Inventory in the ordinary course of business, (b) sales of Equipment or Rolling Stock being replaced to customers for fair value in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (cii) sales of Equipment which is obsolete, worn-out or otherwise not useable in the applicable Borrower's business in an aggregate amount in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value Fiscal Year not in excess of Four to exceed One Hundred Thousand Dollars ($400,000100,000). In the event any Equipment of the Equipment or other assets of the any Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein providedpermitted by this SUBSECTION 8.7 or with the Required Lenders' consent, and (i) such sale, transfer or disposition is effected without replacement of the property Equipment so sold, transferred or disposed of or such property Equipment is replaced by property Equipment leased by the Borrower or any of its Subsidiariessuch Borrower, if any, the such Borrower shall and shall cause its Subsidiaries, if any, to 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and (ii) such sale, transfer or disposition is made in connection with the purchase by the such Borrower of replacement Equipment, the such Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the such Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Agent written evidence of the use of the proceeds for such purchase. All such Except as permitted by SUBSECTION 8.1, all replacement Equipment purchased by the any Borrower shall be free and clear of all liensLiens, claims and encumbrancesexcept for Liens 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 expressly allowed elsewhere provided in this Agreement or as provided on Schedule 6.5 attached heretoSUBSECTION 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. Neither the Borrower nor any of its Subsidiariesshall not, if anyand shall not permit Webco Tube to, shall sell, lease, transfer or otherwise dispose of any of the Collateral or any of its other properties, assets and rights to any Person Person, except for (ai) sales of Inventory to customers in the ordinary course of business, (bii) sales rights of Borrower in and to the services of its employees to Webco Tube pursuant to the terms of the Service Agreement, and (iii) the sale of Equipment or Rolling Stock being replaced in the ordinary course of business with other at any time when no Default or Event of Default has occurred and is continuing; provided that Borrower and Webco Tube shall not sell Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (c) sales in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value not in excess greater than $250,000 during any period of Four Hundred Thousand Dollars 12 consecutive months without the consent of the Required Lenders ($400,000provided that no Lender shall unreasonably withhold its consent to such a sale). In The term "value" as used in this Subsection 8.15 shall mean, as to any item of Equipment, the event any greater of (a) the proceeds received for such items of Equipment upon disposition (net of taxes and reasonable expenses incurred by Borrower or other assets Webco Tube in connection with such disposition) or (b)(i) if such item is listed on the equipment appraisal delivered to Agent in February, 2004 (the "Appraisal"), the appraised "orderly liquidation value" set forth for such item thereon (net of taxes payable in respect of such "orderly liquidation value" and reasonable expenses incurred by borrower or Webco Tube in connection with such disposition), or (ii) if such item is not listed on the Appraisal, Borrower's or Webco Tube's net book value for such item. Agent does not authorize Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such property is replaced by property leased by the Borrower or Subsidiary to take any of its Subsidiaries, 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 disposition action in contravention to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. All such replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrances, except as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached heretoforegoing.

Disposal of Property. Neither the Borrower nor any of its Subsidiaries, if any, shall not sell, lease, transfer or otherwise dispose of any of its properties, assets and or rights to any Person except for (ai) sales of Inventory to customers in the ordinary course of business, (bii) sales of Equipment or Rolling Stock being replaced in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal in an aggregate amount not to or greater than the Equipment or Rolling Stock being replaced exceed $2,000,000 per year and (ciii) sales or licenses of data, information or reports obtained in the ordinary course of business or in conjunction with that certain agreement with Millennium Seismic, Inc., dated as of September 5, 1997, to customers in the ordinary course of business. Except as set forth on SCHEDULE 6.5 hereto, Borrower shall not, without Lender's prior written consent, sell, lease, grant a security interest in or otherwise dispose of or encumber the Equipment, or any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value not in excess of Four Hundred Thousand Dollars ($400,000)part thereof. In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such property is replaced by property leased by the Borrower or any of its Subsidiaries, 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided provided, (x) and (a) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or (b) such Equipment is replaced by Equipment leased by Borrower, Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, deliver all of the net cash proceeds of any such sale, transfer or disposition to Lender, which proceeds shall be applied to the repayment of Borrower's Liabilities, or (y) such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, Borrower shall, subject to the Borrower shall prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, use the proceeds of such sale, transfer or disposition to finance the purchase by the Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Lender written evidence of the use of the proceeds for such purchase. All such Except as set forth on SCHEDULE 6.5 hereto, all replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrances, except as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached heretofor Lender's security interests, liens, claims and encumbrances.

Disposal of Property. Neither the Each Borrower nor any of its Subsidiaries, if any, shall not sell, lease, transfer or otherwise dispose of any of its properties, assets and rights to any Person except (other than to any other Borrower) except: (a) sales of Inventory in the ordinary course of business, ; (b) sales of Equipment or Rolling Stock property being replaced in the ordinary course of business with by other Equipment or Rolling Stock property with a fair market value equal to or greater than the Equipment or Rolling Stock property being replaced and so replaced; (c) sales in any calendar year or disposal of other Equipment or Rolling Stock with an aggregate appraised market having a value not in excess of Four less than One Hundred Seventy-Five Thousand and 00/100 Dollars ($400,000175,000.00) per fiscal year of the Borrowers; (d) subject to subsection 3.1(b), sales or transfers pursuant to the termination of a Facility Agreement which will not result in any extraordinary gains or losses pursuant to GAAP (including the prepayment of any Note Receivable or receipt of any Net Contract Proceeds, subject to the terms of an Assignment of Receivables and Proceeds executed and delivered to the Administrative Agent); or (e) other sales or disposal of Equipment having a net book value as of such sale or disposition aggregating not more than Two Million Five Hundred Thousand and 00/100 ($2,500,000.00) since the Closing Date. In the event If any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such property is replaced by property leased by the Borrower or any of its Subsidiaries, 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and such sale, transfer or disposition is made in connection with the purchase by the any Borrower of replacement Equipment, the such Borrower shall use the proceeds of such sale, transfer or disposition solely to finance the purchase by the such Borrower of such replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Administrative Agent written evidence of the use of the proceeds for such purchase. All such replacement Equipment purchased by the any Borrower shall be free and clear of all liens, claims and encumbrancesLiens, except as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached heretofor those 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. Neither the Borrower nor any of its Subsidiaries, if any, shall not sell, lease, transfer -------------------- or otherwise dispose of any of its properties, assets and rights to any Person except for (ai) sales of Inventory in the ordinary course of business, (b) sales of Equipment or Rolling Stock being replaced to customers in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (cii) sales of Equipment in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value amount not to exceed $25,000 per year. Except as set forth on Schedule 5.4 hereto and sales of ------------ Equipment in excess an aggregate amount not to exceed $25,000 per year, Borrower shall not without Lender's prior written consent, sell, lease, grant a security interest in or otherwise dispose of Four Hundred Thousand Dollars ($400,000)or encumber the Equipment, or any part thereof. In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such property is replaced by property leased by the Borrower or any of its Subsidiaries, 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided provided, (a) and (1) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or (2) such Equipment is replaced by Equipment leased by Borrower, Borrower shall, subject to the prior rights, if any, of the persons listed on Schedule 5.4 hereto, deliver all of the cash proceeds of any such sale, transfer ------------ or disposition to Lender, which proceeds shall be applied to the repayment of Borrower's Liabilities, or (b) such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, Borrower shall, subject to the Borrower shall prior rights, if any, of the persons listed on Schedule -------- 5.4 hereto, use the proceeds of such sale, transfer or disposition to finance --- the purchase by the Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Lender written evidence of the use of the proceeds for such purchase. All such Except as set forth on Schedule 5.4 hereto, all replacement Equipment purchased by the Borrower ------------ shall be free and clear of all liens, claims and encumbrances, except as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached heretofor Lender's security interests, liens, claims and encumbrances.

Disposal of Property. Neither the The Borrower shall not, nor shall it permit any of its SubsidiariesSubsidiaries to, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its propertiesProperty, assets and rights to any Person except for (ai) bona fide sales of Inventory to customers for fair value in the ordinary course of business, (bii) the sale of the Borrower's Axcell product line for fair market value, (iii) sales of Equipment which is obsolete, worn-out or Rolling Stock being replaced otherwise not useable in the ordinary course Borrower's business and (iv) other dispositions of business with other Equipment or Rolling Stock with any asset having a fair market value equal to or greater of less than $200,000; provided that the Equipment or Rolling Stock being replaced and aggregate amount of all such dispositions under this clause (civ) sales in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value Fiscal Year shall not in excess of Four Hundred Thousand Dollars (exceed $400,000)500,000. In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein providedpermitted by this subsection 8.7, and (i) such sale, transfer or disposition is effected without replacement of the property Equipment so sold, transferred or disposed of or such property Equipment is replaced by property Equipment leased by the Borrower or any of its Subsidiaries, if anyBorrower, the Borrower shall and shall cause its Subsidiaries, if any, to 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment Revolving Loan Obligations; provided that, so long as no Event of Default shall have occurred and be continuing, if at the time of application of such proceeds LIBOR Loans are outstanding and such application would subject the Borrower to any obligation pursuant to subsection 2.20(c), the Agent shall (a) hold such proceeds in a cash collateral account and shall not apply such proceeds to the Revolving Loan Obligations until the end of the Liabilities. If any applicable Interest Period(s) for such LIBOR Loans, or (b) immediately apply the proceeds to the Revolving Loan Obligations and waive the applicability of the Equipment is soldsubsection 2.20(c) to such prepayment, transferred or otherwise disposed of as herein provided and (ii) such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Agent written evidence of the use of the proceeds for such purchase. All such Except as permitted by subsection 8.1, all replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrancesLiens, except as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached heretofor Permitted Liens.

Disposal of Property. Neither the The Borrower nor shall not, and shall not permit any of its SubsidiariesSubsidiary to, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its propertiesProperty, assets and rights to any Person except for (ai) bona fide sales of Inventory to customers for fair value in the ordinary course of business, (bii) sales of Equipment which is obsolete, worn-out or Rolling Stock being replaced otherwise not useable in the ordinary course of Borrower's business with other Equipment or Rolling Stock with a fair market value equal (up to or greater than the Equipment or Rolling Stock being replaced and (c) sales in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value not in excess of Four Two Hundred Fifty Thousand Dollars ($400,000250,000) in sales proceeds in the aggregate in any Fiscal Year), and (iii) assets to be sold pursuant to the Retail Stores Sale Program as set forth on EXHIBIT 8.7. In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, Subsidiary (other than Equipment included in the Retail Stores Sale Program) is sold, transferred or otherwise disposed of as herein providedpermitted by clause (ii) of this SUBSECTION 8.7 or with the Required Lenders' consent, and (x) such sale, transfer or disposition is effected without replacement of the property Equipment so sold, transferred or disposed of or such property Equipment is replaced by property Equipment leased by the Borrower or any of its Subsidiaries, if anyBorrower, the Borrower shall and shall cause its Subsidiaries, if any, to 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of Term Loans (or, if the Liabilities. If any of Term Loans have been paid in full, the Equipment is soldRevolving Loans, transferred and the Total Revolving Loan Facility shall be permanently reduced by such amount) without premium or otherwise disposed of penalty, except as herein provided and in SUBSECTION 2.7(b), or (y) such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Agent written evidence of the use of the proceeds for such purchase. All such Except as permitted by SUBSECTION 8.1, all replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrancesLiens, except as expressly allowed elsewhere for Liens in this Agreement or as provided on Schedule 6.5 attached heretofavor the Agent, for the benefit of the Lenders.

Disposal of Property. Neither the No Borrower shall, nor shall it permit any of its SubsidiariesSubsidiaries to, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its propertiestheir Property, assets and rights to any Person except for (ai) bona fide sales of Inventory in the ordinary course of business, (b) sales of Equipment or Rolling Stock being replaced to customers for fair value in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (cii) sales of Equipment which is obsolete, worn-out or otherwise not useable in the applicable Borrower's business in an aggregate amount in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value Fiscal Year not in excess of Four to exceed One Hundred Thousand Dollars ($400,000100,000). In the event any Equipment of the Equipment or other assets of the any Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein providedpermitted by this SUBSECTION 8.7 or with the Required Lenders' consent, and (i) such sale, transfer or disposition is effected without replacement of the property Equipment so sold, transferred or disposed of or such property Equipment is replaced by property Equipment leased by the Borrower or any of its Subsidiariessuch Borrower, if any, the such Borrower shall and shall cause its Subsidiaries, if any, to 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and (ii) such sale, transfer or disposition is made in connection with the purchase by the such Borrower of replacement Equipment, the such Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the such Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Agent written evidence of the use of the proceeds for such purchase. All such Except as permitted by SUBSECTION 8.1, all replacement Equipment purchased by the any Borrower shall be free and clear of all liensLiens, claims and encumbrancesexcept for Liens 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 expressly allowed elsewhere provided in this Agreement or as provided on Schedule 6.5 attached heretoSUBSECTION 2.19, with such proceeds to be applied first to Base Rate Loans until paid in full and thereafter to LIBOR Rate Loans.

Disposal of Property. Neither the Borrower nor any of its SubsidiariesSell, if anytransfer, shall sellexchange, lease, transfer or otherwise dispose of any of its properties, assets and rights to any Person except the following shall be permitted: (ai) sales of its Inventory in the ordinary course of business, (bii) sales made in connection with the purchase by Borrower of Equipment 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 Rolling (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 being replaced 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 ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (c) sales aggregate in any calendar year Fiscal Year of other Equipment or Rolling Stock with an aggregate appraised market value not in excess of Four Hundred Thousand Dollars Borrower, provided that ($400,000). In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, a) if any, is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so soldsuch equipment, transferred or disposed of or if such property equipment is replaced by property equipment leased by the Borrower or any of its Subsidiariesby equipment purchased by Borrower subject to a Permitted Security Interest, if any, the then 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 the Agent, Agent for the benefit of the Lenders, subject application to the 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 Loan Obligations to the repayment of the Liabilities. If any of the Equipment is soldextent required by Section , transferred or otherwise disposed of as herein provided and (b) if such sale, transfer transfer, or other disposition is made in connection with the purchase by the Borrower of replacement Equipmentequipment (other than equipment subject to a Security Interest), the then 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 the Agent, for the benefit of the Lenders, Agent 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 liens, claims Security Interests and encumbrancesEncumbrances, except as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached heretofor Permitted Security Interests.

Disposal of Property. Neither the Borrower nor any of its Subsidiaries, if any, shall sell, lease, transfer or otherwise dispose of any of its properties, assets and rights to any Person except (a) sales of Inventory in the ordinary course of business, (b) sales of Equipment or Rolling Stock being replaced in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (c) sales in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value not in excess of Four Hundred Thousand Dollars an amount equal to five percent ($400,000)5.0%) of the Borrower's net asset value (as determined according to GAAP) as of the last day of the preceding calendar year. In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such property is replaced by property leased by the Borrower or any of its Subsidiaries, 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 disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by the Borrower of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. All such replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrances, except as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto.

Disposal of Property. Neither the Borrower nor Not, and shall not permit any of its SubsidiariesSubsidiary to, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its properties, assets and Property or rights to any Person except for (ai) bona fide sales of Inventory to customers for fair value in the ordinary course of business, (bii) sales of Equipment which is obsolete, worn-out or Rolling Stock being replaced otherwise not useable in the ordinary course of Borrower's business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (c) sales in an aggregate amount in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value Fiscal Year not in excess of Four to exceed One Hundred Thousand Dollars ($400,000)100,000) and (iii) the Permitted HZ Disposition. In the event any Equipment of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, Subsidiary is sold, transferred or otherwise disposed of as herein providedpermitted by this SECTION 11.30 or with the Required Lenders' consent, and (a) such sale, transfer or disposition is effected without replacement of the property Equipment so sold, transferred or disposed of or such property Equipment is replaced by property Equipment leased by such Person, such Person shall promptly (but in any event within ninety (90) Business Days of the Borrower or any of its Subsidiaries, if any, the Borrower shall and shall cause its Subsidiaries, if any, to receipt thereof) deliver all of the cash proceeds of any such sale, transfer or disposition to the Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided and (b) such sale, transfer or disposition is made in connection with the purchase by the Borrower such Person of replacement Equipment, the Borrower such Person shall use the proceeds of such sale, transfer or disposition to finance the purchase by the Borrower such Person of replacement Equipment and shall deliver to the Agent, for the benefit of the Lenders, Agent written evidence of the use of the proceeds for such purchase. All such Except as permitted by SECTION 11.22, all replacement Equipment purchased by the Borrower or any Subsidiary shall be free and clear of all liens, claims and encumbrancesLiens, except as expressly allowed elsewhere for Liens in favor of Agent. All proceeds delivered to Agent under this Agreement 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 on Schedule 6.5 attached heretoin SECTION 2.8, with such proceeds to be applied first to Prime Rate Loans until paid in full and then to LIBOR Rate Loans.