Common use of Disposal of Property Clause in Contracts

Disposal of Property. The Borrower shall not, nor shall it permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its 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of business, (ii) the sale of the Borrower's Axcell product line for fair market value, (iii) sales of Equipment which is obsolete, worn-out or otherwise not useable in the Borrower's business and (iv) other dispositions of any asset having a fair market value of less than $200,000;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 exceed $500,000. In the event any Equipment of the Borrower is sold, transferred or otherwise disposed of as permitted by this subsection 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 the Borrower, 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 the 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 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 written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1, all replacement Equipment purchased by the Borrower shall be free and clear of all Liens, except for Permitted Liens.

Disposal of Property. The Borrower shall not, nor shall it permit any of its Subsidiaries to, not sell, lease, assign, transfer or otherwise dispose of any of its Propertyproperties, assets and 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 sale ordinary course of the Borrower's Axcell product line for fair market value, business in an aggregate amount not to exceed $2,000,000 per year and (iii) sales or licenses of Equipment which is obsoletedata, worn-out 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 not useable in dispose of or encumber the Borrower's business and (iv) other dispositions of Equipment, or 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 exceed $500,000part thereof. In the event any Equipment of the Borrower Equipment is sold, transferred or otherwise disposed of as permitted by this subsection 8.7herein 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 the Borrower, Borrower shall, subject to the Borrower shall promptly (but in any event within three (3) Business Days 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 the AgentLender, which proceeds shall be applied to the Revolving Loan Obligations; provided that, so long as no Event repayment 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 LoansBorrower's Liabilities, or (b) immediately apply the proceeds to the Revolving Loan Obligations and waive the applicability of subsection 2.20(c) to such prepayment, or (iiy) 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 Lender written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1set forth on SCHEDULE 6.5 hereto, all replacement Equipment purchased by the Borrower shall be free and clear of all Liensliens, claims and encumbrances, except for Permitted LiensLender's security interests, liens, claims and encumbrances.

Disposal of Property. The Borrower shall not, nor and shall it not permit any of its Subsidiaries Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its 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, (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 the Borrower's business and (ivup to Two Hundred Fifty Thousand Dollars ($250,000) other dispositions of any asset having a fair market value of less than $200,000; provided that in sales proceeds in the aggregate amount of all such dispositions under this clause (iv) in any Fiscal Year shall not exceed $500,000Year), and (iii) assets to be sold pursuant to the Retail Stores Sale Program as set forth on EXHIBIT 8.7. In the event any Equipment of the Borrower or any Subsidiary (other than Equipment included in the Retail Stores Sale Program) is sold, transferred or otherwise disposed of as permitted by clause (ii) of this subsection 8.7SUBSECTION 8.7 or with 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 the Borrower, 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 the 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 Obligations; Facility shall be permanently reduced by such amount) without premium or penalty, except as 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(cin SUBSECTION 2.7(b), 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 (iiy) 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 written evidence of the use of the proceeds for such purchase. Except as permitted by subsection SUBSECTION 8.1, all replacement Equipment purchased by the Borrower shall be free and clear of all Liens, except for Permitted LiensLiens in favor the Agent, for the benefit of the Lenders.

Disposal of Property. The Borrower Not, and shall not, nor shall it not permit any of its Subsidiaries Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property, assets and 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, business and (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 the Borrower's Borrowers' business and (iv) other dispositions of any asset having a fair market value of less than $200,000; provided that the in an aggregate amount of all such dispositions under this clause (iv) in any Fiscal Year shall not to exceed $500,000100,000. In the event any Equipment of the any Borrower or any Subsidiary of any Borrower is sold, transferred or otherwise disposed of as permitted by this subsection 8.7Section 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 the any Borrower or any Subsidiary of any Borrower, the 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 the 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 prepaymentLender, or (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 Lender written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1Section 11.22, all replacement Equipment purchased by the each Borrower and each Subsidiary of any Borrower shall be free and clear of all Liens, except for Permitted LiensLiens 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. The Neither the Borrower shall not, nor shall it permit any of its Subsidiaries toSubsidiaries, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its Propertyproperties, 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, (ii) the sale of the Borrower's Axcell product line for fair market value, (iiib) sales of Equipment which is obsolete, worn-out or otherwise not useable Rolling Stock being replaced in the Borrower's ordinary course of business and (iv) with other dispositions of any asset having Equipment or Rolling Stock with a fair market value of less equal to or greater than $200,000; provided that the aggregate amount of all such dispositions under this clause Equipment or Rolling Stock being replaced and (ivc) sales in any Fiscal Year shall calendar year of other Equipment or Rolling Stock with an aggregate appraised market value not exceed in excess of Four Hundred Thousand Dollars ($500,000400,000). 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 permitted by this subsection 8.7herein 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 the BorrowerBorrower or any of its Subsidiaries, 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 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 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 repayment of the applicable Interest Period(s) for such LIBOR LoansLiabilities. If any of the Equipment is sold, transferred or (b) immediately apply the proceeds to the Revolving Loan Obligations otherwise disposed of as herein provided 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 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 Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1, all All such replacement Equipment purchased by the Borrower shall be free and clear of all Liensliens, claims and encumbrances, except for Permitted Liensas expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto.

Disposal of Property. The Borrower shall notSell, nor shall it permit any of its Subsidiaries totransfer, sellexchange, lease, assign, transfer or otherwise dispose of any of its Property, assets and rights to any Person 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, (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 Axcell product line for fair market valuebooks, and (iiiii) 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 the Borrower's business 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 exceed $500,000. In the event any Equipment of the Borrower is soldBorrower, transferred or otherwise disposed of as permitted by this subsection 8.7, 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 the BorrowerBorrower or by equipment purchased by Borrower subject to a Permitted Security Interest, the 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 the Agent, which proceeds shall be applied Agent for application 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 Obligations to the Revolving Loan Obligations until the end of the applicable Interest Period(s) for such LIBOR Loansextent required by Section , 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) 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 written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1, all All replacement Equipment equipment purchased by the Borrower shall be free and clear of all LiensSecurity Interests and Encumbrances, except for Permitted LiensSecurity Interests.

Disposal of Property. The Each Borrower shall not, nor shall it permit any of its Subsidiaries to, not sell, lease, assign, transfer or otherwise dispose of any of its Propertyproperties, 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, ; (ii) the sale of the Borrower's Axcell product line for fair market value, (iiib) sales of Equipment which is obsolete, worn-out or otherwise not useable property being replaced in the Borrower's ordinary course of business and (iv) by other dispositions of any asset having property with a fair market value equal to or greater than the property being so replaced; (c) sales or disposal of Equipment having a value of less than One Hundred Seventy-Five Thousand and 00/100 Dollars ($200,000175,000.00) per fiscal year of the Borrowers; provided that (d) subject to subsection 3.1(b), sales or transfers pursuant to the aggregate amount termination of all such dispositions under this clause (iv) a Facility Agreement which will not result in any Fiscal Year shall 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 exceed more than Two Million Five Hundred Thousand and 00/100 ($500,0002,500,000.00) since the Closing Date. In the event If any Equipment of the Borrower Equipment is sold, transferred or otherwise disposed of as permitted by this subsection 8.7herein 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 the Borrower, 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 the 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 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 Administrative Agent written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1, all All replacement Equipment purchased by the any Borrower shall be free and clear of all Liens, except for Permitted Liensthose 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. The Neither the Borrower shall not, nor shall it permit any of its Subsidiaries toSubsidiaries, if any, shall sell, lease, assign, transfer or otherwise dispose of any of its Propertyproperties, 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, (iib) sales of Equipment or Rolling Stock being replaced in the sale 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 an amount equal to five percent (5.0%) of the Borrower's Axcell product line for fair market value, net asset value (iiias determined according to GAAP) sales as of Equipment which is obsolete, worn-out or otherwise not useable in the Borrower's business and (iv) other dispositions last day 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 exceed $500,000preceding 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 permitted by this subsection 8.7herein 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 the BorrowerBorrower or any of its Subsidiaries, 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 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 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 repayment of the applicable Interest Period(s) for such LIBOR LoansLiabilities. If any of the Equipment is sold, transferred or (b) immediately apply the proceeds to the Revolving Loan Obligations otherwise disposed of as herein provided 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 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 Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1, all All such replacement Equipment purchased by the Borrower shall be free and clear of all Liensliens, claims and encumbrances, except for Permitted Liensas expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto.

Disposal of Property. The No Borrower shall notshall, nor shall it permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its 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, business and (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 the applicable Borrower's business and (iv) other dispositions of any asset having a fair market value of less than $200,000; provided that the in an aggregate amount of all such dispositions under this clause (iv) in any Fiscal Year shall not to exceed One Hundred Thousand Dollars ($500,000100,000). In the event any Equipment of the any Borrower is sold, transferred or otherwise disposed of as permitted by this subsection 8.78.7 or with 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 the such Borrower, the 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 the 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 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 written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1, all replacement Equipment purchased by the any Borrower shall be free and clear of all Liens, except for Permitted LiensLiens in favor the Agent, for the benefit of the Lenders. All proceeds delivered to the Agent under this subsection 8.7 shall be applied to the Revolving Loan Obligations (without permanent reduction of the Revolving Loan Facility), without premium or penalty, except as provided in subsection 2.21, with such proceeds to be applied first to Base Rate Loans until paid in full and thereafter to LIBOR Rate Loans.

Disposal of Property. The No Borrower shall notshall, nor shall it permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its 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, business and (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 the applicable Borrower's business and (iv) other dispositions of any asset having a fair market value of less than $200,000; provided that the in an aggregate amount of all such dispositions under this clause (iv) in any Fiscal Year shall not to exceed One Hundred Thousand Dollars ($500,000100,000). In the event any Equipment of the any Borrower is sold, transferred or otherwise disposed of as permitted by this subsection 8.7SUBSECTION 8.7 or with 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 the such Borrower, the 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 the 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 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 written evidence of the use of the proceeds for such purchase. Except as permitted by subsection SUBSECTION 8.1, all replacement Equipment purchased by the any Borrower shall be free and clear of all Liens, except for Permitted LiensLiens in favor the Agent, for the benefit of the Lenders. All proceeds delivered to the Agent under this SUBSECTION 8.7 shall be applied to the Revolving Loan Obligations (without permanent reduction of the Revolving Loan Facility), without premium or penalty, except as provided in SUBSECTION 2.19, with such proceeds to be applied first to Base Rate Loans until paid in full and thereafter to LIBOR Rate Loans.

Disposal of Property. The Neither the Borrower shall not, nor shall it permit any of its -------------------- Subsidiaries to, shall sell, lease, assign, transfer or otherwise dispose of any of its Propertyproperties, 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, (iib) sales of Equipment or Rolling Stock being replaced in the sale 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 an amount equal to five percent (5.0%) of the Borrower's Axcell product line for fair market value, net asset value (iiias determined according to GAAP) sales as of Equipment which is obsolete, worn-out or otherwise not useable in the Borrower's business and (iv) other dispositions last day 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 exceed $500,000preceding calendar year. In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries is sold, transferred or otherwise disposed of as permitted by this subsection 8.7herein 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 the Borrower, Borrower or any of 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 the 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 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 repayment of the applicable Interest Period(s) for such LIBOR LoansLiabilities. If any of the Equipment is sold, transferred or (b) immediately apply the proceeds to the Revolving Loan Obligations otherwise disposed of as herein provided 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 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 Agent, for the benefit of the Lenders, written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1, all All such replacement Equipment purchased by the Borrower shall be free and clear of all Liensliens, claims and encumbrances, except for Permitted Liens.as expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto. ------------

Disposal of Property. The No Borrower shall notshall, nor shall it permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its 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, business and (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 the applicable Borrower's business and (iv) other dispositions of any asset having a fair market value of less than $200,000; provided that the in an aggregate amount of all such dispositions under this clause (iv) in any Fiscal Year shall not to exceed One Hundred Thousand Dollars ($500,000100,000). In the event any Equipment of the any Borrower is sold, transferred or otherwise disposed of as permitted by this subsection 8.7SUBSECTION 8.7 or with 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 the such Borrower, the 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 the 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 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 written evidence of the use of the proceeds for such purchase. Except as permitted by subsection SUBSECTION 8.1, all replacement Equipment purchased by the any Borrower shall be free and clear of all Liens, except for Permitted LiensLiens in favor the Agent, for the benefit of the Lenders. All proceeds delivered to the Agent under this SUBSECTION 8.7 shall be applied to the Revolving Loan Obligations (without permanent reduction of the Revolving Loan Facility), without premium or penalty, except as provided in SUBSECTION 2.21, with such proceeds to be applied first to Base Rate Loans until paid in full and thereafter to LIBOR Rate Loans.

Disposal of Property. The Borrower shall not, nor and shall it not permit any of its Subsidiaries Webco Tube to, sell, lease, assign, transfer or otherwise dispose of any of the Collateral or any of its Propertyother 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 the Borrower's Axcell product line for fair market value, (iii) sales of Equipment which is obsolete, worn-out or otherwise not useable in the Borrower's ordinary course of business at any time when no Default or Event of Default has occurred and (iv) other dispositions of any asset having a fair market value of less than $200,000is continuing; provided that the aggregate amount of all such dispositions under this clause (iv) in any Fiscal Year Borrower and Webco Tube shall not exceed sell Equipment with an aggregate value greater than $500,000. In 250,000 during any period of 12 consecutive months without the event any Equipment consent of the Borrower is soldRequired Lenders (provided that no Lender shall unreasonably withhold its consent to such a sale). The term "value" as used in this Subsection 8.15 shall mean, transferred or otherwise disposed as to any item of as permitted by this subsection 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 the BorrowerEquipment, the greater of (a) the proceeds received for such items of Equipment upon disposition (net of taxes and reasonable expenses incurred by Borrower shall promptly or Webco Tube in connection with such disposition) or (but b)(i) if such item is listed on the equipment appraisal delivered to Agent in any event within three February, 2004 (3) Business Days of the receipt thereof) deliver all of the cash proceeds of any such sale, transfer or disposition to the 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"Appraisal"), 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) appraised "orderly liquidation value" set forth for such LIBOR Loans, item thereon (net of taxes payable in respect of such "orderly liquidation value" and reasonable expenses incurred by borrower or (b) immediately apply the proceeds to the Revolving Loan Obligations and waive the applicability of subsection 2.20(c) to Webco Tube in connection with such prepaymentdisposition), or (ii) if such saleitem is not listed on the Appraisal, transfer Borrower's or disposition is made Webco Tube's net book value for such item. Agent does not authorize Borrower or any Subsidiary to take any action 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 contravention to the Agent written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1, all replacement Equipment purchased by the Borrower shall be free and clear of all Liens, except for Permitted Liensforegoing.

Disposal of Property. The Borrower Not, and shall not, nor shall it not permit any of its Subsidiaries Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property, assets and 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, business and (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 the Borrower's business 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 exceed $500,000business. In the event any Equipment of the Borrower or any Subsidiary is sold, transferred or otherwise disposed of as permitted by this subsection 8.7Section 11.30 or with 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 the Borrowersuch Person, the Borrower 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 the 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 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 written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1Section 11.22, all replacement Equipment purchased by the Borrower or any Subsidiary shall be free and clear of all Liens, except for Permitted LiensLiens in favor of Agent. All proceeds delivered to Agent under this Section 11.30 shall be applied to the remaining scheduled payments on the Term Loans in the inverse order of their 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 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. The Borrower Not, and shall not, nor shall it not permit any of its Subsidiaries Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its Property, assets and 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, (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 the Borrower's business and (iv) other dispositions of any asset having a fair market value of less than $200,000; provided that the in an aggregate amount of all such dispositions under this clause (iv) in any Fiscal Year shall not to exceed One Hundred Thousand Dollars ($500,000100,000) and (iii) the Permitted HZ Disposition. In the event any Equipment of the Borrower or any Subsidiary is sold, transferred or otherwise disposed of as permitted by this subsection 8.7SECTION 11.30 or with 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 the Borrowersuch Person, the Borrower 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 the 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 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 written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1SECTION 11.22, all replacement Equipment purchased by the Borrower or any Subsidiary shall be free and clear of all Liens, except for Permitted LiensLiens in favor of Agent. All proceeds delivered to Agent under this SECTION 11.30 shall be applied to the remaining scheduled payments on the Term Loans in the inverse order of their maturity thereof or, if the Term Loans have been paid in full, to the outstanding Revolving Loans (without permanent reduction of the Revolving Commitment) without premium or penalty except as provided in SECTION 2.8, with such proceeds to be applied first to Prime Rate Loans until paid in full and then to LIBOR Rate Loans.

Disposal of Property. The Borrower shall not, nor shall it permit any of its Subsidiaries to, not sell, lease, assign, transfer -------------------- or otherwise dispose of any of its Propertyproperties, 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, business and (ii) the sale of the Borrower's Axcell product line for fair market value, (iii) sales of Equipment which is obsoletein an aggregate amount not to exceed $25,000 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, worn-out Borrower shall not without Lender's prior written consent, sell, lease, grant a security interest in or otherwise not useable in dispose of or encumber the Borrower's business and (iv) other dispositions of Equipment, or 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 exceed $500,000part thereof. In the event any Equipment of the Borrower Equipment is sold, transferred or otherwise disposed of as permitted by this subsection 8.7herein 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 the Borrower, Borrower shall, subject to the Borrower shall promptly (but in any event within three (3) Business Days 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 the AgentLender, which proceeds shall be applied to the Revolving Loan Obligations; provided that, so long as no Event repayment 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 LoansBorrower's Liabilities, 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 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 Lender written evidence of the use of the proceeds for such purchase. Except as permitted by subsection 8.1set forth on Schedule 5.4 hereto, all replacement Equipment purchased by the Borrower ------------ shall be free and clear of all Liensliens, claims and encumbrances, except for Permitted LiensLender's security interests, liens, claims and encumbrances.