Common use of Disposition of Other Collateral Clause in Contracts

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 Collateral, Inventory in the Ordinary Course of BusinessBusiness and Receivables sold pursuant to a Permitted Factoring Arrangement and other than any issuance of equity interests in connection with a Qualifying IPO) including pursuant to Sections 7.1(b)(iii), (vii), (ix) and ), (x), and (xiii) (with respect to Section 7.1(b)(xiii), solely to the extent that the Equity Interests of such Immaterial Entity were directly owned by a Borrower), and solely to the extent that, as of the date on which the proceeds of such sale or other Disposition are received, the Domestic Aircraft Collateral NOLV is less than $75,000,000, then Borrowers shall repay the Advances (to the extent that the aggregate amount of Net Proceeds of all Dispositions are in excess of any fiscal year exceeds $5,000,00012,500,000; provided that (i) 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; and (ii) (x) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent written notice from a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent intends to cause the Net Proceeds from such event (or a portion thereof specified in such notice) to be reinvested within 360 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (y) if no Default or Event of Default shall have occurred and be continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such notice, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if on or before the end of such initial 360 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) for the application of such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. 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 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”); it being agreed that, for so long as the Domestic Aircraft Collateral NOLV is greater than or equal to $75,000,000 at the time such proceeds were received, the Borrowers may retain and use all such proceeds for any purpose not prohibited by this Agreement.

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 and, Inventory in the Ordinary Course of BusinessBusiness and Receivables sold pursuant to a Permitted Factoring Arrangement) 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 [PHI Group] Revolving Credit, Term Loan and Security Agreement Dispositions are in excess of $5,000,000in any fiscal year (provided, for the fiscal year ending December 31, 2022, such amount shall be calculated solely from the period from the Second Amendment Date through and including December 31, 2022) exceeds $7,500,000; provided that (i) 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; and (ii) (x) if the Borrowing Agent shall, prior to the date of the required prepayment, deliver to the Agent written notice from a Financial Officer of the Borrowing Agent to the effect that the Borrowing Agent intends to cause the Net Proceeds from such event (or a portion thereof specified in such notice) to be reinvested within 360 days after receipt of such Net Proceeds to invest all or any part of such Net Proceeds in the purchase of assets (other than securities or cash) to be used by the Borrowing Agent or any Subsidiary in a Permitted Business, and (y) if no Default or Event of Default shall have occurred and be continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such notice, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 360-day period (or within a period of 180 days thereafter if on or before the end of such initial 360 day period the Borrowing Agent or one or more other Borrowers or Subsidiaries shall have entered into a definitive agreement (and provided Agent written notice thereof) for the application of such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. 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”).