Common use of Dispositions of Equipment Clause in Contracts

Dispositions of Equipment. The Borrower will not sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the Agent; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (i) dispositions of Equipment which, in the aggregate during any consecutive 12-month period, has a fair market value or book value, whichever is more, of $500,000 or less, provided that all Net Proceeds thereof are remitted to the Agent for application to the Secured Obligations (but the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittances); (ii) replacements of Equipment that is substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to or concurrently with any disposition of the Equipment that is to be replaced, the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens, and the Borrower shall have given the Agent at least 10 days prior written notice of such disposition; or (iii) dispositions of the Equipment that, as of May 3, 2001, was located at any of the Borrower's facilities located in Geneva, Alabama, Clarkesville, Georgia, or Clinton, South Carolina, provided that all Net Proceeds thereof are remitted to the Agent for application to the Secured Obligations (but the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittances).

Dispositions of Equipment. The Borrower will not sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the Agent; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (i) dispositions of Borrower's Equipment which, in the aggregate in respect to all such dispositions by Borrower during any consecutive 12twelve-month period, has a fair market value or book value, whichever is moreless, of Five Hundred Thousand Dollars ($500,000 500,000) or less, provided that all Net Proceeds proceeds thereof are remitted to the Agent for application to the Secured Obligations Loans pursuant to Section 3.3.1 or are expended pursuant to clause (but the Revolving Facility Amount shall not be permanently reduced solely as a result ii) of such remittances); this sentence, or (ii) replacements of Equipment that is substantially worn, damaged damaged, redundant, replaceable with better Equipment or obsolete with Equipment of like kind, function and value, value provided that the replacement Equipment shall be acquired prior to or concurrently with any or within 90 days of the disposition of the Equipment worn, damaged, redundant, replaceable with better Equipment, or obsolete Equipment, and that is to be replaced, the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens, and Liens (except to the extent that the replaced equipment was subject to a Purchase Money Lien). Borrower shall have given the give Agent at least 10 5 days prior written notice of any such disposition; sale, lease or other disposition or transfer of Equipment other than dispositions described in clauses (i) or (iiiii) dispositions of the Equipment that, as of May 3, 2001, was located at any of the Borrower's facilities located in Geneva, Alabama, Clarkesville, Georgia, or Clinton, South Carolina, provided that all Net Proceeds thereof are remitted to the Agent for application to the Secured Obligations (but the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittances).previous sentence. VPCHI01/#254442.6 2/2/98 21

Dispositions of Equipment. The Borrower will not sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the Agent; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (i) dispositions of Equipment which, in the aggregate during any consecutive 12-month period, has a fair market value or book value, whichever is more, of $500,000 250,000 or less, provided that all Net Proceeds thereof are remitted to the Agent for application to the Secured Obligations (but other than the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittancesTerm Loans or the CapEx Loans); , or (ii) replacements of Equipment that is substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to or concurrently with any disposition of the Equipment that is to be replaced, the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens, and the Borrower shall have given the Agent at least 10 5 days prior written notice of such disposition; , or (iii) Permitted Asset Dispositions, or (iv) dispositions of the surplus dyeing Equipment thatlocated at 0000 Xxxxx Xxxxx Xxxxxx, Santa Ana, California 92704 as of May 3, 2001, was located at any the First Amendment Closing Date in an aggregate amount of the Borrower's facilities located in Geneva, Alabama, Clarkesville, Georgia, or Clinton, South Carolinaup to $1,000,000, provided that all Net Proceeds thereof are remitted to the Agent for application to the Secured Obligations (but other than the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittancesTerm Loans or the CapEx Loans). (j) By deleting the two references to "$15,000,000" contained in the first sentence of Section 7.5 of the Loan Agreement and by substituting references to "$10,000,000" in lieu thereof. (k) By deleting Section 9.2.3(vii) of the Loan Agreement and by substituting the following new Section 9.2.3(vii) in lieu thereof:

Dispositions of Equipment. The Borrower will not sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the AgentLender; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (iA) dispositions of Equipment which, in the aggregate during any consecutive 12-month periodfiscal year of Borrower, has a fair market value or book value, whichever is moreless, of $500,000 25,000 or less, provided that all Net Proceeds proceeds thereof are remitted turned over to the Agent for application to the Secured Obligations Lender, or (but the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittances); (iiB) replacements of Equipment that is substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that (i) the replacement Equipment shall be acquired prior to or concurrently with within 90 days of any disposition of the Equipment that is to be replaced, (ii) the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens, and the (iii) Borrower shall have given the Agent give Lender at least 10 five days prior written notice of such disposition and shall turn over to Lender all proceeds realized from any such disposition; , but only if (A) the fair market value or book value, which ever is greater, for any individual item of such Equipment exceeds $10,000 or (iiiB) dispositions the fair market value or book value, whichever is greater, of the all such Equipment thatsold in any fiscal year of Borrower exceeds $25,000, as of May 3, 2001, was located at any of the Borrower's facilities located in Geneva, Alabama, Clarkesville, Georgia, or Clinton, South Carolina, provided that all Net Proceeds thereof are remitted and only to the Agent for application to extent Borrower has any proceeds remaining from the Secured Obligations (but the Revolving Facility Amount shall not be permanently reduced solely as a result sale of such remittances)Equipment after purchasing the replacement Equipment relating thereto.

Dispositions of Equipment. The Borrower will not sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the AgentLender; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (i) dispositions of Equipment which, in the aggregate during any consecutive 12twelve-month period, has a fair market value or book value, whichever is moreless, of $500,000 200,000 or less, provided that all Net Proceeds thereof proceeds thereof, less Borrower's out-of-pocket expenses, and any taxes, incurred in connection with such sale, lease or other disposition or transfer, are remitted to the Agent Lender for application to the Secured Obligations (but the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittances); Loans, or (ii) replacements of Equipment Equipment, which, in the aggregate during any consecutive twelve-month period, has a fair market value or book value, whichever is less, of $200,000 or less, and that is substantially worn, damaged or obsolete with Equipment of like kind, function and value, provided that the replacement Equipment shall be acquired prior to to, concurrently with, or concurrently with within 90 days after, any disposition of the Equipment that is to be replaced, the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens, and the Borrower shall have given the Agent Lender at least 10 5 days prior written notice of such disposition; or (iii) dispositions of the Equipment that, as of May 3, 2001, was located at any of the Borrower's facilities located in Geneva, Alabama, Clarkesville, Georgia, or Clinton, South Carolina, provided that all Net Proceeds thereof are remitted to the Agent for application to the Secured Obligations (but the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittances).

Dispositions of Equipment. The No Borrower will not sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the Agent; providedPROVIDED, however, that the foregoing restriction shall not applyapply (i) to dispositions in accordance with SECTION 6.3, or, (ii) for so long as no Default or Event of Default exists, to (i) dispositions of any Loan Party's Equipment which, in the aggregate in respect to all such dispositions by all Loan Party's during any consecutive 12twelve-month period, has a fair market value or book value, whichever is moreless, of $500,000 250,000 or less, provided that all Net Proceeds thereof proceeds thereof, if and to the extent required under SECTION 3.3.1, are remitted to the Agent for application to the Secured Obligations Loans pursuant to SECTION 3.3.1 or are expended pursuant to clause (but the Revolving Facility Amount shall not be permanently reduced solely as a result iii) of such remittances); this sentence, or (iiiii) replacements of Equipment that is substantially worn, damaged damaged, redundant, replaceable with better Equipment or obsolete with Equipment of like kind, function and value, value provided that the replacement Equipment shall be acquired prior to or concurrently with any or within 90 days of the disposition of the Equipment that is to be replacedworn, damaged, redundant, replaceable with better Equipment, or obsolete Equipment, the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money Liens, and the Borrower Borrowers shall have given the Agent at least 10 5 days prior written notice of such disposition; or (iii) dispositions of the Equipment that, as of May 3, 2001, was located at any of the Borrower's facilities located in Geneva, Alabama, Clarkesville, Georgia, or Clinton, South Carolina, provided that all Net Proceeds thereof are remitted to the Agent for application to the Secured Obligations (but the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittances).

Dispositions of Equipment. The Borrower will not sell, lease or otherwise dispose of or transfer any of the Equipment or any part thereof without the prior written consent of the Agent; provided, however, that the foregoing restriction shall not apply, for so long as no Default or Event of Default exists, to (i) dispositions of Borrower's Equipment made after July 24, 1997 which, in the aggregate in respect to all such dispositions made after July 24, 1997 by Borrower during any consecutive 12twelve-month period, has a fair market value or book value, whichever is moreless, of Two Hundred Fifty Thousand Dollars ($500,000 250,000) or less, provided that all Net Proceeds proceeds thereof are remitted to the Agent for application to the Secured Obligations (but the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittances); Loans pursuant to Section 3.9 or are expended pursuant to clause (ii) of this sentence, (iii) replacements of Equipment that is substantially worn, damaged damaged, redundant, replaceable with better Equipment or obsolete with Equipment of like kind, function and value, value provided that the replacement Equipment shall be acquired prior to or concurrently with any or within 90 days of the disposition of the Equipment that is to be replacedworn, damaged, redundant, replaceable with better Equipment, or obsolete Equipment, the replacement Equipment shall be free and clear of Liens other than Permitted Liens that are not Purchase Money LiensLiens (except to the extent that the replaced equipment was subject to a Purchase Money Lien), and the Borrower shall have given the Agent at least 10 5 days prior written notice of such disposition; or (iii) dispositions of the Equipment that, as of May 3, 2001, was located at any of the Borrower's facilities located in GenevaEquipment made prior to July 25, Alabama, Clarkesville, Georgia, or Clinton, South Carolina, provided that all Net Proceeds thereof are remitted to the Agent for application to the Secured Obligations (but the Revolving Facility Amount shall not be permanently reduced solely as a result of such remittances)1997.