Common use of Disposal of Property Clause in Contracts

Disposal of Property. Not, and shall not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property or rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business and (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' business in an aggregate amount in any Fiscal Year not to exceed $100,000. In the event any Equipment of any Borrower or any Subsidiary of any Borrower is sold, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consent, and (i) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any 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 disposition to Lender, or (ii) such sale, transfer or disposition is made in connection with the purchase by a Borrower of replacement Equipment, such Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such Borrower of replacement Equipment and shall deliver to Lender written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22, all replacement Equipment purchased by each Borrower and each Subsidiary of any Borrower shall be free and clear of all Liens, except for Liens 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. NotNo Borrower shall, and nor shall not it permit any Subsidiary of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its Property or their Property, assets and rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business and (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' the applicable Borrower's business in an aggregate amount in any Fiscal Year not to exceed One Hundred Thousand Dollars ($100,000). In the event any Equipment of any Borrower or any Subsidiary of any Borrower is sold, transferred or otherwise disposed of as permitted by this Section 11.30 subsection 8.7 or with Lender's the Required Lenders' consent, and (i) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any such Borrower, Borrowers 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 disposition to Lenderthe Agent, or (ii) such sale, transfer or disposition is made in connection with the purchase by a such Borrower of replacement Equipment, such Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such Borrower of replacement Equipment and shall deliver to Lender the Agent written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22subsection 8.1, all replacement Equipment purchased by each Borrower and each Subsidiary of any Borrower shall be free and clear of all Liens, except for Liens in favor the Agent, for the benefit of Lenderthe Lenders. All proceeds delivered to Lender the Agent under this Section 11.30 subsection 8.7 shall be applied to the remaining scheduled payments on the Term Revolving Loan in accordance with Section 2.5 hereof or, if the Term Loan has been paid in full, to the outstanding Revolving Loans Obligations (without permanent reduction of the Revolving CommitmentLoan 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. Not, and shall not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property or rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business and (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' business in an aggregate amount in any Fiscal Year not to exceed $100,000Borrower's business. In the event any Equipment of any Borrower or any Subsidiary of any Borrower is sold, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's the Required Lenders' consent, and (i) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any Borrowersuch Person, Borrowers such Person 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 disposition to LenderAgent, or (ii) such sale, transfer or disposition is made in connection with the purchase by a Borrower such Person of replacement Equipment, such Borrower Person shall use the proceeds of such sale, transfer or disposition to finance the purchase by such Borrower Person of replacement Equipment and shall deliver to Lender Agent written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22, all replacement Equipment purchased by each Borrower and each or any Subsidiary of any Borrower shall be free and clear of all Liens, except for Liens in favor of LenderAgent. All proceeds delivered to Lender Agent under this Section 11.30 shall be applied to the remaining scheduled payments on the Term Loan Loans in accordance with Section 2.5 hereof the inverse order of their maturities or, if the Term Loan has 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 Base Rate Loans until paid in full and then to LIBOR Rate Loans.

Disposal of Property. Not, and Each Borrower shall not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property or properties, assets and rights to any Person except for (iother than to any other Borrower) bona fide except: (a) sales of Inventory to customers for fair value in the ordinary course of business; (b) sales of property being replaced in the ordinary course of business and by other property with a fair market value equal to or greater than the property being so replaced; (iic) sales or disposal of Equipment having a value of less than One Hundred Seventy-Five Thousand and 00/100 Dollars ($175,000.00) 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 is obsolete, worn-out or otherwise will not useable in Borrowers' business in an aggregate amount result in any Fiscal Year not extraordinary gains or losses pursuant to exceed $100,000. In GAAP (including the event any Equipment prepayment of any Borrower Note Receivable or any Subsidiary receipt of any Borrower 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. If any of the Equipment is sold, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consentherein provided, and (i) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any 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 disposition to Lender, or (ii) such sale, transfer or disposition is made in connection with the purchase by a any Borrower of replacement Equipment, such Borrower shall use the proceeds of such sale, transfer or disposition solely to finance the purchase by such Borrower of such replacement Equipment and shall deliver to Lender the Administrative Agent written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22, all All replacement Equipment purchased by each Borrower and each Subsidiary of any Borrower shall be free and clear of all Liens, except for Liens in favor those of Lender. All proceeds delivered to Lender under this Section 11.30 shall be applied the Administrative Agent and except for purchase money security interests arising out of such purchases 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)extent permitted under subsection 7.2.

Disposal of Property. Not, and Borrower shall not permit any Subsidiary to, sell, lease, assign, transfer -------------------- or otherwise dispose of any of its Property or properties, assets and rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business and (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' business in an aggregate amount in any Fiscal Year not to exceed $100,00025,000 per year. Except as set forth on Schedule 5.4 hereto and sales of ------------ Equipment in 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 or encumber the Equipment, or any part thereof. In the event any of the Equipment of any Borrower or any Subsidiary of any Borrower is sold, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consentherein provided, (a) and (i1) 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 any Borrower or any Subsidiary of any Borrower, Borrowers shall promptly (but in any event within three (3) Business Days Borrower shall, subject to the prior rights, if any, of the receipt thereof) 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 (iib) such sale, transfer or disposition is made in connection with the purchase by a Borrower of replacement Equipment, such Borrower shall shall, subject to the 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 such Borrower of replacement Equipment and shall deliver to Lender written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22set forth on Schedule 5.4 hereto, all replacement Equipment purchased by each Borrower and each Subsidiary of any Borrower ------------ shall be free and clear of all Liensliens, claims and encumbrances, except for Liens 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's security interests, if the Term Loan has been paid in fullliens, to the outstanding Revolving Loans (without permanent reduction of the Revolving Commitment)claims and encumbrances.

Disposal of Property. Not, and Neither the Borrower nor any of its -------------------- Subsidiaries shall not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property or properties, assets and rights to any Person except for (ia) bona fide sales of Inventory to customers for fair value 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 (iic) sales in any calendar year of other Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' business in Rolling Stock with an aggregate appraised market value not in excess of an amount in any Fiscal Year not equal to exceed $100,000five percent (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 any the Borrower or any Subsidiary of any Borrower its Subsidiaries is sold, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consentherein provided, and (i) such sale, transfer or disposition is effected without replacement of the Equipment property so sold, transferred or disposed of or such Equipment property is replaced by Equipment property leased by any the Borrower or any Subsidiary of any Borrower, Borrowers its Subsidiaries the Borrower shall promptly (but in any event within three (3) Business Days of the receipt thereof) and shall cause its Subsidiaries to deliver all of the cash proceeds of any such sale, transfer or disposition to Lenderthe Agent, for the benefit of the Lenders, subject to the 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 repayment of the Liabilities. If any of the Equipment is sold, transferred or (ii) otherwise disposed of as herein provided and such sale, transfer or disposition is made in connection with the purchase by a the Borrower of replacement Equipment, such the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such the Borrower of replacement Equipment and shall deliver to Lender the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22, all All such replacement Equipment purchased by each Borrower and each Subsidiary of any the Borrower shall be free and clear of all Liensliens, claims and encumbrances, except for Liens as expressly allowed elsewhere in favor of Lenderthis Agreement or as provided on Schedule 6.5 attached hereto. 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. NotNo Borrower shall, and nor shall not it permit any Subsidiary of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its Property or their Property, assets and rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business and (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' the applicable Borrower's business in an aggregate amount in any Fiscal Year not to exceed One Hundred Thousand Dollars ($100,000). In the event any Equipment of any Borrower or any Subsidiary of any Borrower is sold, transferred or otherwise disposed of as permitted by this Section 11.30 SUBSECTION 8.7 or with Lender's the Required Lenders' consent, and (i) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any such Borrower, Borrowers 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 disposition to Lenderthe Agent, or (ii) such sale, transfer or disposition is made in connection with the purchase by a such Borrower of replacement Equipment, such Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such Borrower of replacement Equipment and shall deliver to Lender the Agent written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22SUBSECTION 8.1, all replacement Equipment purchased by each Borrower and each Subsidiary of any Borrower shall be free and clear of all Liens, except for Liens in favor the Agent, for the benefit of Lenderthe Lenders. All proceeds delivered to Lender the Agent under this Section 11.30 SUBSECTION 8.7 shall be applied to the remaining scheduled payments on the Term Revolving Loan in accordance with Section 2.5 hereof or, if the Term Loan has been paid in full, to the outstanding Revolving Loans Obligations (without permanent reduction of the Revolving CommitmentLoan 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. Not, and Borrower shall not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property properties, assets or rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business, (ii) sales of Equipment in the ordinary course of business and (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' business in an aggregate amount in any Fiscal Year not to exceed $100,0002,000,000 per year and (iii) 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 part thereof. In the event any of the Equipment of any Borrower or any Subsidiary of any Borrower is sold, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consentherein provided, (x) and (ia) 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 any Borrower or any Subsidiary of any Borrower, Borrowers shall promptly (but in any event within three (3) Business Days Borrower shall, subject to the prior rights, if any, of the receipt thereof) 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 (iiy) such sale, transfer or disposition is made in connection with the purchase by a Borrower of replacement Equipment, such Borrower shall shall, subject to the 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 such Borrower of replacement Equipment and shall deliver to Lender written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22set forth on SCHEDULE 6.5 hereto, all replacement Equipment purchased by each Borrower and each Subsidiary of any Borrower shall be free and clear of all Liensliens, claims and encumbrances, except for Liens 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's security interests, if the Term Loan has been paid in fullliens, to the outstanding Revolving Loans (without permanent reduction of the Revolving Commitment)claims and encumbrances.

Disposal of Property. NotNeither the Borrower nor any of its Subsidiaries, and if any, shall not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property or properties, assets and rights to any Person except for (ia) bona fide sales of Inventory to customers for fair value 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 (iic) sales in any calendar year of other Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' business in Rolling Stock with an aggregate amount appraised market value not in any Fiscal Year not to exceed excess of Four Hundred Thousand Dollars ($100,000400,000). In the event any of the Equipment or other assets of any the Borrower or any Subsidiary of any Borrower its Subsidiaries, if any, is sold, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consentherein provided, and (i) such sale, transfer or disposition is effected without replacement of the Equipment property so sold, transferred or disposed of or such Equipment property is replaced by Equipment property leased by any the Borrower or any Subsidiary of any Borrowerits Subsidiaries, Borrowers if any, the Borrower shall promptly (but in any event within three (3) Business Days of the receipt thereof) and shall cause its Subsidiaries, if any, to deliver all of the cash proceeds of any such sale, transfer or disposition to Lenderthe 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 (ii) otherwise disposed of as herein provided and such sale, transfer or disposition is made in connection with the purchase by a the Borrower of replacement Equipment, such the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such the Borrower of replacement Equipment and shall deliver to Lender the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22, all All such replacement Equipment purchased by each Borrower and each Subsidiary of any the Borrower shall be free and clear of all Liensliens, claims and encumbrances, except for Liens as expressly allowed elsewhere in favor of Lender. All proceeds delivered to Lender under this Section 11.30 shall be applied to the remaining scheduled payments Agreement or as provided 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)Schedule 6.5 attached hereto.

Disposal of Property. NotThe Borrower shall not, and nor shall not it permit any Subsidiary of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its Property or Property, assets and rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business and business, (ii) the sale of the Borrower's Axcell product line for fair market value, (iii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' the Borrower's business in an and (iv) other dispositions of any asset having a fair market value of less than $200,000; provided that the aggregate amount of all such dispositions under this clause (iv) in any Fiscal Year shall not to exceed $100,000500,000. In the event any Equipment of any Borrower or any Subsidiary of any the Borrower is sold, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consentsubsection 8.7, and (i) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any the Borrower, Borrowers the 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 disposition to Lenderthe Agent, which proceeds shall be applied to the 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 applicable Interest Period(s) for such LIBOR Loans, or (b) immediately apply the proceeds to the Revolving Loan Obligations and waive the applicability of subsection 2.20(c) to such prepayment, or (ii) such sale, transfer or disposition is made in connection with the purchase by a the Borrower of replacement Equipment, such the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such the Borrower of replacement Equipment and shall deliver to Lender the Agent written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22subsection 8.1, all replacement Equipment purchased by each Borrower and each Subsidiary of any the Borrower shall be free and clear of all Liens, except for Liens 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)Permitted Liens.

Disposal of Property. NotSell, and shall not permit any Subsidiary totransfer, sellexchange, lease, assign, transfer or otherwise dispose of any of its Property or rights to any Person assets except for the following shall be permitted: (i) bona fide sales of its Inventory to customers for fair value in the ordinary course of business 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) sales in Great Southern Rental and Sales, Inc. if the sale is performed in accordance with the terms and conditions of Equipment which is obsoletethat certain Stock Purchase Agreement by and between Trak and Great Southern Rental and Sales, worn-out Inc., dated April 24, 1994. Notwithstanding the foregoing, Borrower may sell, transfer or otherwise not useable dispose of obsolete or unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in Borrowers' business in an the aggregate amount in any Fiscal Year not to exceed $100,000. In the event any Equipment of any Borrower or any Subsidiary of any Borrower is soldBorrower, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consent, and provided that (ia) if such sale, transfer or disposition is effected without replacement of the Equipment so soldsuch equipment, transferred or disposed of or if such Equipment equipment is replaced by Equipment equipment leased by any Borrower or any Subsidiary of any Borrowerby equipment purchased by Borrower subject to a Permitted Security Interest, Borrowers then 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 LenderAgent for application to the Loan Obligations to the extent required by Section , or (iib) if such sale, transfer transfer, or other disposition is made in connection with the purchase by a Borrower of replacement Equipmentequipment (other than equipment subject to a Security Interest), such then 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 Lender Agent written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22, all All replacement Equipment equipment purchased by each Borrower and each Subsidiary of any Borrower shall be free and clear of all LiensSecurity Interests and Encumbrances, except for Liens 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)Permitted Security Interests.

Disposal of Property. NotBorrower shall not, and shall not permit any Subsidiary Webco Tube to, sell, lease, assign, transfer or otherwise dispose of any of the Collateral or any of its Property or other properties, assets and rights to any Person Person, except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business, (ii) 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 in the ordinary course of business 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 with an aggregate value greater than $250,000 during any period of 12 consecutive months without the consent of the Required Lenders (iiprovided that no Lender shall unreasonably withhold its consent to such a sale). The term "value" as used in this Subsection 8.15 shall mean, as to any item of Equipment, the greater of (a) sales the proceeds received for such items of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' business in an aggregate amount in any Fiscal Year not to exceed $100,000. In the event any Equipment upon disposition (net of any taxes and reasonable expenses incurred by Borrower or any Subsidiary 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 any Borrower is sold, transferred taxes payable in respect of such "orderly liquidation value" and reasonable expenses incurred by borrower or otherwise disposed of as permitted by this Section 11.30 or Webco Tube in connection with Lender's consent, and (i) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any 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 disposition to Lenderdisposition), or (ii) if such saleitem is not listed on the Appraisal, transfer Borrower's or disposition is made in connection with the purchase by a Borrower of replacement Equipment, such Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such Borrower of replacement Equipment and shall deliver to Lender written evidence of the use of the proceeds Webco Tube's net book value for such purchaseitem. Except as permitted by Section 11.22, all replacement Equipment purchased by each Agent does not authorize Borrower and each or any Subsidiary of to take any Borrower shall be free and clear of all Liens, except for Liens action in favor of Lender. All proceeds delivered to Lender under this Section 11.30 shall be applied contravention 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)foregoing.

Disposal of Property. NotNeither the Borrower nor any of its Subsidiaries, and if any, shall not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property or properties, assets and rights to any Person except for (ia) bona fide sales of Inventory to customers for fair value 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 (iic) sales in any calendar year of other Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' business in Rolling Stock with an aggregate appraised market value not in excess of an amount in any Fiscal Year not equal to exceed $100,000five percent (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 any the Borrower or any Subsidiary of any Borrower its Subsidiaries, if any, is sold, transferred or otherwise disposed of as permitted by this Section 11.30 or with Lender's consentherein provided, and (i) such sale, transfer or disposition is effected without replacement of the Equipment property so sold, transferred or disposed of or such Equipment property is replaced by Equipment property leased by any the Borrower or any Subsidiary of any Borrowerits Subsidiaries, Borrowers if any, the Borrower shall promptly (but in any event within three (3) Business Days of the receipt thereof) and shall cause its Subsidiaries, if any, to deliver all of the cash proceeds of any such sale, transfer or disposition to Lenderthe 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 (ii) otherwise disposed of as herein provided and such sale, transfer or disposition is made in connection with the purchase by a the Borrower of replacement Equipment, such the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such the Borrower of replacement Equipment and shall deliver to Lender the Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22, all All such replacement Equipment purchased by each Borrower and each Subsidiary of any the Borrower shall be free and clear of all Liensliens, claims and encumbrances, except for Liens as expressly allowed elsewhere in favor of Lender. All proceeds delivered to Lender under this Section 11.30 shall be applied to the remaining scheduled payments Agreement or as provided 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)Schedule 6.5 attached hereto.

Disposal of Property. Not, and shall not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property or rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business and business, (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' Borrower's business in an 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 any Borrower or any Subsidiary of any Borrower is sold, transferred or otherwise disposed of as permitted by this Section SECTION 11.30 or with Lender's the Required Lenders' consent, and (ia) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any Borrowersuch Person, Borrowers such Person shall promptly (but in any event within three ninety (390) Business Days of the receipt thereof) deliver all of the cash proceeds of any such sale, transfer or disposition to LenderAgent, or (iib) such sale, transfer or disposition is made in connection with the purchase by a Borrower such Person of replacement Equipment, such Borrower Person shall use the proceeds of such sale, transfer or disposition to finance the purchase by such Borrower Person of replacement Equipment and shall deliver to Lender Agent written evidence of the use of the proceeds for such purchase. Except as permitted by Section SECTION 11.22, all replacement Equipment purchased by each Borrower and each or any Subsidiary of any Borrower shall be free and clear of all Liens, except for Liens in favor of LenderAgent. All proceeds delivered to Lender Agent under this Section SECTION 11.30 shall be applied to the remaining scheduled payments on the Term Loan Loans in accordance with Section 2.5 hereof the inverse order of their maturity thereof or, if the Term Loan has 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. NotNo Borrower shall, and nor shall not it permit any Subsidiary of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its Property or their Property, assets and rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business and (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' the applicable Borrower's business in an aggregate amount in any Fiscal Year not to exceed One Hundred Thousand Dollars ($100,000). In the event any Equipment of any Borrower or any Subsidiary of any Borrower is sold, transferred or otherwise disposed of as permitted by this Section 11.30 SUBSECTION 8.7 or with Lender's the Required Lenders' consent, and (i) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any such Borrower, Borrowers 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 disposition to Lenderthe Agent, or (ii) such sale, transfer or disposition is made in connection with the purchase by a such Borrower of replacement Equipment, such Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such Borrower of replacement Equipment and shall deliver to Lender the Agent written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22SUBSECTION 8.1, all replacement Equipment purchased by each Borrower and each Subsidiary of any Borrower shall be free and clear of all Liens, except for Liens in favor the Agent, for the benefit of Lenderthe Lenders. All proceeds delivered to Lender the Agent under this Section 11.30 SUBSECTION 8.7 shall be applied to the remaining scheduled payments on the Term Revolving Loan in accordance with Section 2.5 hereof or, if the Term Loan has been paid in full, to the outstanding Revolving Loans Obligations (without permanent reduction of the Revolving CommitmentLoan 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.

Disposal of Property. NotThe Borrower shall not, and shall not permit any Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property or Property, assets and rights to any Person except for (i) bona fide sales of Inventory to customers for fair value in the ordinary course of business and business, (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in Borrowers' the Borrower's business (up to Two Hundred Fifty Thousand Dollars ($250,000) in an sales proceeds in the aggregate amount in any Fiscal Year not Year), and (iii) assets to exceed $100,000be sold pursuant to the Retail Stores Sale Program as set forth on EXHIBIT 8.7. In the event any Equipment of any the Borrower or any Subsidiary of any Borrower (other than Equipment included in the Retail Stores Sale Program) is sold, transferred or otherwise disposed of as permitted by clause (ii) of this Section 11.30 SUBSECTION 8.7 or with Lender's the Required Lenders' consent, and (ix) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or such Equipment is replaced by Equipment leased by any Borrower or any Subsidiary of any the Borrower, Borrowers the 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 disposition to Lenderthe Agent, which proceeds shall be applied to the Term Loans (or, if the Term Loans have been paid in full, the Revolving Loans, and the Total Revolving Loan Facility shall be permanently reduced by such amount) without premium or penalty, except as provided in SUBSECTION 2.7(b), or (iiy) such sale, transfer or disposition is made in connection with the purchase by a the Borrower of replacement Equipment, such the Borrower shall use the proceeds of such sale, transfer or disposition to finance the purchase by such the Borrower of replacement Equipment and shall deliver to Lender the Agent written evidence of the use of the proceeds for such purchase. Except as permitted by Section 11.22SUBSECTION 8.1, all replacement Equipment purchased by each Borrower and each Subsidiary of any the Borrower shall be free and clear of all Liens, except for Liens in favor of Lender. All proceeds delivered to Lender under this Section 11.30 shall be applied to the remaining scheduled payments on Agent, for 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 benefit of the Revolving Commitment)Lenders.