Common use of Sales of Equipment Clause in Contracts

Sales of Equipment. The Companies may sell Equipment from time to time, provided that in each such instance: (i) no Event of Default shall have occurred and remain outstanding at the time of such sale; (ii) the aggregate book value of the Equipment subject to sale, taken together with any other assets sold during the term of this Agreement under the proviso contained in Section 7.4(c) hereof, does not exceed $25,000,000 in the aggregate; and (iii) all net proceeds of such sales are either (x) promptly delivered by the Companies to the Agent by deposit to the Depository Account, for application first against the then outstanding Revolving Loans and second against any other Obligations in such manner and in such order as the Required Lenders may elect in the exercise of their reasonable business judgment), or (y) within 90 days of such sale, used to purchase replacement Equipment that the Companies determine in their reasonable business judgment to have a value at least equal to the Equipment sold. Upon the sale, transfer, lease or other disposition of Equipment, the Agent’s security interest in the Equipment shall, without break in continuity and without further formality or act, continue in, and attach to, all Proceeds. Such Proceeds shall not be commingled with the Companies’ other property, but shall be segregated and held by the Companies in trust for the Agent as the Agent’s property, for the benefit of the Agent and the Lenders. As to any such sale, transfer, lease or other disposition, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation.

Sales of Equipment. The Companies may sell obsolete Equipment or surplus Equipment from time to time, provided that in each such instance: (i) no Event of Default shall have occurred and remain outstanding at the time of such sale; (ii) the aggregate net book value of the Equipment subject to sale, taken together with any other assets sold during the term of this Agreement under the proviso contained in Section 7.4(c) hereof, sale does not exceed $25,000,000 25,000 in any fiscal year of the aggregateCompanies; and (iii) all net proceeds of such sales are either (x) promptly delivered by the Companies to the Agent CIT by deposit to the Depository Account, for application first against the then outstanding Revolving Loans and second against any other to Obligations in such manner and in such order as the Required Lenders CIT may elect in the exercise of their its reasonable business judgment), or (y) within 90 days of such sale, used to purchase replacement Equipment that the Companies determine in their reasonable business judgment to have a value at least equal to the Equipment sold. Except as set forth above, the Companies agree not to sell, transfer, lease or otherwise dispose of any item of Equipment without CIT's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. 29 <PAGE> Upon the sale, transfer, lease or other disposition of Equipment, the Agent’s CIT's security interest in the Equipment shall, without break in continuity and without further formality or act, continue in, and attach to, all Proceeds. Such Proceeds shall not be commingled with deposited into a Depository Account on the Companies’ other property, but shall be segregated and held by the Companies in trust for the Agent as the Agent’s property, for the benefit of the Agent and the LendersBusiness Day next following their receipt. As to any such sale, transfer, lease or other disposition, the Agent CIT shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation.. 6.7

Sales of Equipment. The Companies may sell obsolete Equipment or surplus Equipment from time to time, provided that in each such instance: (i) no Event of Default shall have occurred and remain outstanding at the time of such sale; (ii) the aggregate net book value of the Equipment subject to sale, taken together with any other assets sold during the term of this Agreement under the proviso contained in Section 7.4(c) hereof, sale does not exceed $25,000,000 25,000 in any fiscal year of the aggregateCompanies; and (iii) all net proceeds of such sales are either (x) promptly delivered by the Companies to the Agent CIT by deposit to the Depository Account, for application first against the then outstanding Revolving Loans and second against any other to Obligations in such manner and in such order as the Required Lenders CIT may elect in the exercise of their its reasonable business judgment), or (y) within 90 days of such sale, used to purchase replacement Equipment that the Companies determine in their reasonable business judgment to have a value at least equal to the Equipment sold. Except as set forth above, the Companies agree not to sell, transfer, lease or otherwise dispose of any item of Equipment without CIT's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Upon the sale, transfer, lease or other disposition of Equipment, the Agent’s CIT's security interest in the Equipment shall, without break in continuity and without further formality or act, continue in, and attach to, all Proceeds. Such Proceeds shall not be commingled with deposited into a Depository Account on the Companies’ other property, but shall be segregated and held by the Companies in trust for the Agent as the Agent’s property, for the benefit of the Agent and the LendersBusiness Day next following their receipt. As to any such sale, transfer, lease or other disposition, the Agent CIT shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation.

Sales of Equipment. The Companies may sell Equipment from time to time, provided that in each such instance: (i) no Event of Default shall have occurred and remain outstanding at the time of such sale; (ii) the aggregate book value of the Equipment subject to sale, taken together with any other assets sold during the term of this Agreement under the proviso contained in Section 7.4(c) hereof, sale does not exceed $25,000,000 400,000 in any fiscal year of the aggregateCompanies; and (iii) all net proceeds of such sales are either (x) promptly delivered by the Companies to the Agent by deposit to the Depository Account, for application first against the then outstanding Revolving Loans Term Loan in the manner provided in Section 4.3(d) hereof (and second against any if the Term Loan has been fully repaid, for application to other Obligations in such manner and in such order as the Required Lenders may elect in the exercise of their reasonable business judgment), or (y) within 90 days of such sale, used to purchase replacement Equipment that the Companies determine in their reasonable business judgment to have a value at least equal to the Equipment sold. Upon the sale, transfer, lease or other disposition of Equipment, the Agent’s 's security interest in the Equipment shall, without break in continuity and without further formality or act, continue in, and attach to, all Proceeds. Such Proceeds shall not be commingled with the Companies’ ' other property, but shall be segregated and held by the Companies in trust for the Agent as the Agent’s 's property, for the benefit of the Agent and the Lenders. As to any such sale, transfer, lease or other disposition, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation.

Sales of Equipment. The Companies may sell obsolete Equipment or ------------------ surplus Equipment from time to time, provided that in each such instance: (i) no Event of Default shall have occurred and remain outstanding at the time of such sale; (ii) the aggregate book fair market value of the Equipment subject to sale, taken together with any other assets sold during the term of this Agreement under the proviso contained in Section 7.4(c) hereof, sale does not exceed $25,000,000 50,000 in any fiscal year of the aggregateCompanies; and (iii) all net proceeds of such sales are either (x) promptly delivered by the Companies to the Agent CIT by deposit to the Depository Account, for application first against the then outstanding Revolving Term Loans in the manner provided in Section 4.4(d) hereof (and second against any if the Term Loans have been fully repaid, for application to other Obligations in such manner and in such order as the Required Lenders CIT may elect in the exercise of their its reasonable business judgment), or (y) within 90 days of such sale, used to purchase replacement Equipment that the Companies determine in their reasonable business judgment to have a value at least equal to the Equipment sold. Except as set forth above, the Companies agree not to sell, transfer, lease or otherwise dispose of any item of Equipment without CIT's prior written consent. Upon the sale, transfer, lease or other disposition of Equipment, the Agent’s CIT's security interest in the Equipment shall, without break in continuity and without further formality or act, continue in, and attach to, all Proceeds. Such All such Proceeds shall not be commingled with the Companies’ ; other property, but shall be segregated and held delivered promptly by the Companies in trust for to CIT by deposit to the Agent as Depository Account, and the Agent’s property, for the benefit Companies shall notify CIT promptly of the Agent deposit and the Lendersamount of such Proceeds. As to any such sale, transfer, lease or other disposition, the Agent CIT shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation.

Sales of Equipment. The Companies Each Company may sell obsolete Equipment or surplus Equipment from time to time, provided that in each such instance: (i) no Event of Default shall have occurred and remain outstanding at the time of such sale; (ii) the aggregate book value of all Equipment owned by all of the Equipment Companies subject to sale, taken together with any other assets sold during the term of this Agreement under the proviso contained in Section 7.4(c) hereof, sale does not exceed $25,000,000 100,000 in the aggregate; any fiscal year of Parent, and (iii) all net proceeds of such sales are either (x) promptly delivered by the Companies such selling Company to the Agent by deposit to the Depository Account, for application first against to the then outstanding Revolving Loans and second against any other Obligations in such manner and in such order as the Required Lenders may elect in the exercise of their reasonable business judgment), or (y) within 90 days of such sale, used to purchase replacement Equipment that the Companies determine such selling Company determines in their its reasonable business judgment to have a value at least equal to the Equipment sold. Except as set forth above, each Company agrees not to sell, transfer, lease or otherwise dispose of any item of Equipment without the Required Lenders' prior written consent. Upon the sale, transfer, lease or other disposition of Equipment, the Agent’s 's security interest in the Equipment shall, without break in continuity and without further formality or act, continue in, and attach to, all Proceeds. Such Proceeds shall not be commingled with the Companies’ applicable Company's other property, but shall be segregated and segregated, held by the Companies such Company in trust for the Agent as the Agent’s 's property, for the benefit of the Agent and the Lenders. As to any such sale, transfer, lease or other disposition, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation.