Payment of Expenses and Other Amounts. (1) All Gross Revenues and proceeds of Operating Loans are the property of City and during the Term, City grants Manager the power and authority, and directs Manager to collect, deposit and distribute Gross Revenues and proceeds of Operating Loans in strict accordance with the terms of this Agreement.
(a) Manager agrees to make an Operating Loan if and as required to pay Operating Expenses with respect to each such Operating Year pursuant to 9.3(2) below, provided however that beginning with the Operating Year commencing July 1, 2019 and continuing thereafter Manager’s obligation to make an Operating Loan shall be limited to $2,500,000 during each Operating Year (prorated for any partial Operating Year), (such amount being the “Maximum Annual Operating Loan Amount”).
(b) In the event that in any Operating Year (prorated for any partial Operating Year), Manager verifies to City’s satisfaction that the total of Gross Revenues received in such Operating Year, Operating Loans (in the amount of the Maximum Annual Operating Loan Amount for that Operating Year) made by Manager for such Operating Year and funds available in the Reserve Account for such purposes, if any, are insufficient to pay all Operating Expenses with respect to such Operating Year (such unpaid amount for that Operating Year being the “Current Deficit”), City agrees to pay an amount equal to the Current Deficit within thirty (30) days of Manager providing such verification. City’s payment amount (the “City Contribution”) shall be applied solely to pay the Current Deficit. The City Contribution shall bear interest at the same rate as the Operating Loans for such Operating Year bear interest.
(c) Notwithstanding the preceding clauses (a) and (b), commencing on the Commencement Date City shall, through and including June 30, 2019, the Current Deficit for such period shall be paid by City.
(2) From time to time during the Term, Manager shall pay amounts as and when specified below during each Operating Year from and to the extent of cash available in the Operating Account, and, as applicable, in the Reserve Account, and, to the extent necessary, from the proceeds of Operating Loans made as described in clause (1)(a) above and City Contributions made as described in clause (1)(b) above, in the following order of priority:
(i) First, as and when due, payment of Operating Expenses; Thereafter, solely to the extent of cash available in the Operating Account, the following:
(ii) Second, as and when due,...
Payment of Expenses and Other Amounts. (a) All Gross Revenues and proceeds of the 2023 Facility Financing, Operating Loans, Debt Service Loans and Other Debt under this Agreement are the property of Owner (subject to the liens of the Financing Pledges), and during the Term, Owner grants Manager the power and authority, and directs the Manager, to collect, deposit and distribute Gross Revenues and proceeds of the 2023 Facility Financing, Operating Loans, Debt Service Loans and Other Debt in strict accordance with the terms of this Agreement and, as applicable, the 2023 Facility Financing Documents. Manager acknowledges that Owner has granted a security interest in all Net Revenues to the 2023 Trustee for the benefit of the Lenders (and may, in the future, grant new Financing Pledges), which security interest(s) is/are or will be senior to the interests of Manager and Owner in Net Revenues to the extent provided in the Financing Pledges for the benefit of the Bondholders;
(b) During the Term, Manager shall pay amounts as and when specified below during each Operating Year from and to the extent of cash available in the Operating Account and, as applicable, in a Reserve Account and/or the Insurance and Condemnation Account, and, to the extent necessary, from proceeds of Operating Loans (in the case of amounts described in Sections 5.2(b)(i) and 5.2(b)(ii)) and Debt Service Loans (in the case of amounts described in Section 5.2(b)(iii), 5.2 (b)(iv) and 5.2 (b)(v)) in the following order of priority:
(i) First, as and when due, payment of Operating Expenses;
(ii) Second, as and when due, payment of items in the Annual Budget for such Operating Year not described in any other provision of this Section 5.2(b) or otherwise specifically approved by Owner in writing pursuant to any other provision of this Agreement, including Reserves, if not treated as an Operating Expense;
(iii) Third, as and when due, payment of, on a parity basis pursuant to the 2023 Facility Financing Documents, the Series A - 2023 Facility Financing Debt Service, the Series B – 2023 Facility Financing Debt Service and, thereafter, any subsequent Series of the 2023 Facility Financing Debt Service;
(iv) Fourth, funding of the Financing Reserves;
(v) Fifth, as and when due and until repaid in full, payment of the 2003 Facility Financing Debt Service;
(vi) Sixth, as and when due, payment of principal of and interest on Other Debt (with the exception of Severable Improvement Debt to the extent such debt is secured by and payable solely ...
Payment of Expenses and Other Amounts. (a) Section 5.2(b)(xi)(A) and (B) are hereby amended in their entirety to read as follows:
(A) For any Operating Year ending after the Effective Date through the end of the Base Period, the Respective Shares shall be determined as follows:
(1) First, the Manager shall be entitled to an amount of Adjusted Net Revenues which, when added to the amounts paid for such Operating Year pursuant to Sections 5.2(b)(ii), 5.2(b)(iii), 5.2(b)(iv), 5.2(b)(ix) and 5.2(b)(x) (without any duplication of amounts thereunder) equals $12,000,000; and
(2) Manager, Owner and the County of Orange shall share in Adjusted Net Revenues (if any) in excess of $12,000,000 for such Operating Year as follows:
(i) 47 1/2% to Owner,
(ii) 47 1/2% to Manager. and
(iii) 5% to County of Orange
(B) For any Operating Year commencing after the Base Period, the Respective Shares shall be determined as follows:
(1) First, the Manager shall be entitled to an amount of Adjusted Net Revenues which, when added to the amounts paid for such Operating Year pursuant to Sections 5.2(b)(ii), 5.2(b)(iii), 5.2(b)(iv), 5.2(b)(ix) and 5.2(b)(x) (without any duplication of amounts thereunder) equals $6,000,000; and
(2) Manager, Owner and the County of Orange shall share in Adjusted Net Revenues (if any) in excess of $6,000,000 for such Operating Year as follows:
(i) 47 1/2% to Owner,
(ii) 47 1/2% to Manager, and
(iii) 5% to County of Orange”
(b) The share of each of the Owner and the Manager described in clause (A)(2) and (B)(2) above shall be 50% and 50% respectively in the event of the acquisition of the interest of the County of Orange by Manager or an affiliate of Manager.
