Common use of Disposal of Property Clause in Contracts

Disposal of Property. Borrower shall not sell, lease, transfer or otherwise dispose of any of its properties, assets or rights to any Person except for (i) sales of Inventory to customers in the ordinary course of business, (ii) sales of Equipment in the ordinary course of business in an aggregate amount not to exceed $2,000,000 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 is sold, transferred or otherwise disposed of as herein provided, (x) and (a) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or (b) such Equipment is replaced by Equipment leased by Borrower, Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, deliver all of the net cash proceeds of any such sale, transfer or disposition to Lender, which proceeds shall be applied to the repayment of Borrower's Liabilities, or (y) such sale, transfer or disposition is made in connection with the purchase by Borrower of replacement Equipment, Borrower 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 Borrower of replacement Equipment and shall deliver to Lender written evidence of the use of the proceeds for such purchase. Except as set forth on SCHEDULE 6.5 hereto, all replacement Equipment purchased by Borrower shall be free and clear of all liens, claims and encumbrances, except for Lender's security interests, liens, claims and encumbrances.

Disposal of Property. No Borrower shall, nor shall not it permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its propertiestheir Property, assets or 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of Inventory to customers for fair value in the ordinary course of business, business and (ii) sales of Equipment which is obsolete, worn-out or otherwise not useable in the ordinary course of applicable Borrower's business in an aggregate amount in any Fiscal Year not to exceed One Hundred Thousand Dollars ($2,000,000 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 thereof100,000). In the event any Equipment of the Equipment any Borrower is sold, transferred or otherwise disposed of as herein providedpermitted by this SUBSECTION 8.7 or with the Required Lenders' consent, (x) and (ai) 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 such Borrower, such Borrower shall, subject to the prior rights, if any, shall promptly (but in any event within three (3) Business Days of the persons listed on SCHEDULE 6.5 hereto, receipt thereof) 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 LiabilitiesAgent, or (yii) such sale, transfer or disposition is made in connection with the purchase by such Borrower of replacement Equipment, such Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, 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 set forth on SCHEDULE 6.5 heretopermitted by SUBSECTION 8.1, all replacement Equipment purchased by any Borrower shall be free and clear of all liens, claims and encumbrancesLiens, except for Lender's security interestsLiens in favor the Agent, liensfor 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), claims 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 encumbrancesthereafter to LIBOR Rate Loans.

Disposal of Property. Borrower shall not sell, lease, transfer -------------------- or otherwise dispose of any of its properties, assets or and rights to any Person except for (i) sales of Inventory to customers in the ordinary course of business, business and (ii) sales of Equipment in the ordinary course of business in an aggregate amount not to exceed $2,000,000 25,000 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 businessyear. Except as set forth on SCHEDULE 6.5 heretoSchedule 5.4 hereto and sales of ------------ Equipment in an aggregate amount not to exceed $25,000 per year, Borrower shall not, 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 is sold, transferred or otherwise disposed of as herein provided, (xa) and (a1) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or (b2) such Equipment is replaced by Equipment leased by Borrower, Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 Schedule 5.4 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 (yb) such sale, transfer or disposition is made in connection with the purchase by Borrower of replacement Equipment, Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 Schedule -------- 5.4 hereto, use the proceeds of such sale, transfer or disposition to finance --- the purchase by Borrower of replacement Equipment and shall deliver to Lender written evidence of the use of the proceeds for such purchase. Except as set forth on SCHEDULE 6.5 Schedule 5.4 hereto, all replacement Equipment purchased by Borrower ------------ shall be free and clear of all liens, claims and encumbrances, except for Lender's security interests, liens, claims and encumbrances.

Disposal of Property. The Borrower shall not not, nor shall it permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its propertiesProperty, assets or 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) sales the sale of Equipment in the ordinary course of business in an aggregate amount not to exceed $2,000,000 per year and Borrower's Axcell product line for fair market value, (iii) sales of Equipment which is obsolete, worn-out or licenses of data, information or reports obtained otherwise not useable in the ordinary course Borrower's business and (iv) other dispositions of business 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 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 any Fiscal Year 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 thereofnot exceed $500,000. In the event any Equipment of the Equipment Borrower is sold, transferred or otherwise disposed of as herein providedpermitted by this subsection 8.7, (x) and (ai) 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, the Borrower shall, subject to the prior rights, if any, shall promptly (but in any event within three (3) Business Days of the persons listed on SCHEDULE 6.5 hereto, receipt thereof) deliver all of the net cash proceeds of any such sale, transfer or disposition to Lenderthe Agent, which proceeds shall be applied to the repayment Revolving Loan Obligations; provided that, so long as no Event of Borrower's LiabilitiesDefault 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 (yb) 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, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, shall use the proceeds of such sale, transfer or disposition to finance the purchase by 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 set forth on SCHEDULE 6.5 heretopermitted by subsection 8.1, all replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrancesLiens, except for Lender's security interests, liens, claims and encumbrancesPermitted Liens.

Disposal of Property. Borrower shall not sellSell, transfer, exchange, lease, transfer or otherwise dispose of any of its properties, assets or rights to any Person except for the following shall be permitted: (i) sales of its Inventory to customers in the ordinary course of business, (ii) sales made in connection with the purchase by Borrower of Equipment in replacement equipment (other than equipment subject to a Security Interest), provided that Borrower uses the ordinary course proceeds of business in an aggregate amount not any such sale to exceed $2,000,000 per year 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 or licenses as contemplated by Section (iii); provided, however, no consent from the Required Lenders shall be required for the sale of datathe Permitted Investments in (i) High-Trak, information or reports obtained Inc. if the net cash proceeds shall be at least the book value carried on Borrower's books, and (ii) in Great Southern Rental and Sales, Inc. if the ordinary course sale is performed in accordance with the terms and conditions of business or in conjunction with that certain agreement with Millennium SeismicStock Purchase Agreement by and between Trak and Great Southern Rental and Sales, Inc., dated as of September 5April 24, 1997, to customers in 1994. Notwithstanding the ordinary course of business. Except as set forth on SCHEDULE 6.5 heretoforegoing, Borrower shall not, without Lender's prior written consent, may sell, lease, grant a security interest in transfer or otherwise dispose of obsolete or encumber unusable equipment having an orderly liquidation value no greater than $50,000 individually, and $100,000 in the Equipmentaggregate in any Fiscal Year of Borrower, or any part thereof. In the event any of the Equipment is sold, transferred or otherwise disposed of as herein provided, (x) and provided that (a) if such sale, transfer or disposition is effected without replacement of the Equipment so soldsuch equipment, transferred or disposed of or (b) if such Equipment equipment is replaced by Equipment equipment leased by Borrower, Borrower shall, or by equipment purchased by Borrower subject to the prior rightsa Permitted Security Interest, if any, of the persons listed on SCHEDULE 6.5 hereto, then Borrower shall deliver all of the net cash proceeds of any such sale, transfer or other disposition to Lender, which proceeds shall be applied Agent for application to the repayment of Borrower's LiabilitiesLoan Obligations to the extent required by Section , or (yb) if such sale, transfer transfer, or other disposition is made in connection with the purchase by Borrower of replacement Equipment, Borrower shall, equipment (other than equipment subject to the prior rightsa Security Interest), if any, of the persons listed on SCHEDULE 6.5 hereto, then Borrower shall use the proceeds of any such sale, transfer or other disposition to finance the purchase by 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 set forth on SCHEDULE 6.5 hereto, all All replacement Equipment equipment purchased by Borrower shall be free and clear of all liens, claims Security Interests and encumbrancesEncumbrances, except for Lender's security interests, liens, claims and encumbrancesPermitted Security Interests.

Disposal of Property. Neither the Borrower nor any of its Subsidiaries, if any, shall not sell, lease, transfer or otherwise dispose of any of its properties, assets or and rights to any Person except for (ia) sales of Inventory to customers in the ordinary course of business, (iib) sales of Equipment or Rolling Stock being replaced in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (c) sales in any calendar year of other Equipment or Rolling Stock with an aggregate appraised market value not in excess of an amount not equal to exceed $2,000,000 per year and five percent (iii5.0%) 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 Borrower's net asset value (as determined according to GAAP) as of September 5, 1997, to customers in the ordinary course last day 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 thereofpreceding calendar year. In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such property is replaced by property leased by the Borrower or any of its Subsidiaries, if any, the Borrower shall and shall cause its Subsidiaries, if any, to deliver all of the cash proceeds of any such sale, transfer or disposition to the Agent, for the benefit of the Lenders, subject to the prior rights of the Persons listed on Schedule 6.5 attached hereto and Persons contemplated by subsection 8.1(c), which proceeds shall be applied to the repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided, (x) provided and (a) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or (b) such Equipment is replaced by Equipment leased by Borrower, Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, deliver all of the net cash proceeds of any such sale, transfer or disposition to Lender, which proceeds shall be applied to the repayment of Borrower's Liabilities, or (y) such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, the Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, shall use the proceeds of such sale, transfer or disposition to finance the purchase by 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 set forth on SCHEDULE 6.5 hereto, all All such replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrances, except for Lender's security interests, liens, claims and encumbrancesas expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto.

Disposal of Property. Neither the Borrower nor any of its Subsidiaries, if any, shall not sell, lease, transfer or otherwise dispose of any of its properties, assets or and rights to any Person except for (ia) sales of Inventory to customers in the ordinary course of business, (iib) sales of Equipment or Rolling Stock being replaced in the ordinary course of business with other Equipment or Rolling Stock with a fair market value equal to or greater than the Equipment or Rolling Stock being replaced and (c) sales in any calendar year of other Equipment or Rolling Stock with an aggregate amount appraised market value not to exceed in excess of Four Hundred Thousand Dollars ($2,000,000 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 thereof400,000). In the event any of the Equipment or other assets of the Borrower or any of its Subsidiaries, if any, is sold, transferred or otherwise disposed of as herein provided, and such sale, transfer or disposition is effected without replacement of the property so sold, transferred or disposed of or such property is replaced by property leased by the Borrower or any of its Subsidiaries, if any, the Borrower shall and shall cause its Subsidiaries, if any, to deliver all of the cash proceeds of any such sale, transfer or disposition to the Agent, for the benefit of the Lenders, subject to the prior rights of the Persons listed on Schedule 6.5 attached hereto and Persons contemplated by subsection 8.1(c), which proceeds shall be applied to the repayment of the Liabilities. If any of the Equipment is sold, transferred or otherwise disposed of as herein provided, (x) provided and (a) such sale, transfer or disposition is effected without replacement of the Equipment so sold, transferred or disposed of or (b) such Equipment is replaced by Equipment leased by Borrower, Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, deliver all of the net cash proceeds of any such sale, transfer or disposition to Lender, which proceeds shall be applied to the repayment of Borrower's Liabilities, or (y) such sale, transfer or disposition is made in connection with the purchase by the Borrower of replacement Equipment, the Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, shall use the proceeds of such sale, transfer or disposition to finance the purchase by 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 set forth on SCHEDULE 6.5 hereto, all All such replacement Equipment purchased by the Borrower shall be free and clear of all liens, claims and encumbrances, except for Lender's security interests, liens, claims and encumbrancesas expressly allowed elsewhere in this Agreement or as provided on Schedule 6.5 attached hereto.

Disposal of Property. No Borrower shall, nor shall not it permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of any of its propertiestheir Property, assets or 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) sales of Equipment which is obsolete, worn-out or otherwise not useable in the ordinary course of applicable Borrower's business in an aggregate amount in any Fiscal Year not to exceed One Hundred Thousand Dollars ($2,000,000 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 thereof100,000). In the event any Equipment of the Equipment any Borrower is sold, transferred or otherwise disposed of as herein providedpermitted by this subsection 8.7 or with the Required Lenders' consent, (x) and (ai) 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 such Borrower, such Borrower shall, subject to the prior rights, if any, shall promptly (but in any event within three (3) Business Days of the persons listed on SCHEDULE 6.5 hereto, receipt thereof) 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 LiabilitiesAgent, or (yii) such sale, transfer or disposition is made in connection with the purchase by such Borrower of replacement Equipment, such Borrower shall, subject to the prior rights, if any, of the persons listed on SCHEDULE 6.5 hereto, 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 set forth on SCHEDULE 6.5 heretopermitted by subsection 8.1, all replacement Equipment purchased by any Borrower shall be free and clear of all liens, claims and encumbrancesLiens, except for Lender's security interestsLiens in favor the Agent, liensfor 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), claims 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 encumbrancesthereafter to LIBOR Rate Loans.