Disposition of Other Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Collateral (other than Aircraft Collateral and Inventory in the Ordinary Course of Business) including pursuant to Sections 7.1(b)(iii), (vii), (ix) and (x), Borrowers shall repay the Advances (to the extent that the aggregate amount of Net Proceeds of all Dispositions are in excess of $5,000,000; provided that during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances pursuant to this [PHI Group] Revolving Credit, Term Loan and Security Agreement parenthetical phrase shall nonetheless be subject to Section 4.8(h)), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Other Collateral Proceeds Application. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Subject to the Agreement Among Lenders, such repayments shall be applied (x) first, to the Revolving Advances until paid in full, (y) second, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, and (z) third, to repay any remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (x) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Other Collateral Proceeds Application”).
Disposition of Other Collateral. Subject to Section 7.1 hereof, when any Borrower sells or otherwise Disposes of any Collateral (other than Aircraft Collateral and Inventory in the Ordinary Course of Business) including pursuant to Sections 7.1(b)(iii), (vii), (ix) and (x), Borrowers shall repay the Advances (to the extent that the aggregate amount of Net Proceeds of all Dispositions are in excess of $5,000,000; provided that during any Dominion Trigger Period, any Net Proceeds not previously required to repay the Advances pursuant to this parenthetical phrase shall nonetheless be subject to Section 4.8(h)), in an amount equal to the Net Proceeds of such Disposition in accordance with the Order of Other Collateral Proceeds Application. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Subject to the Agreement Among Lenders, such repayments shall be applied (x) first, to the Revolving Advances until paid in full, (y) second, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until paid in full, and (z) third, to repay any remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments described in clause (x) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof (the order or repayments described in this sentence, the “Order of Other Collateral Proceeds Application”).
