Common use of Payment of Subordinated Obligations Clause in Contracts

Payment of Subordinated Obligations. Pay any (a) principal (including sinking fund payments) or any other amount (other than scheduled interest payments) with respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation (unless permitted pursuant to an Affiliate Subordination Agreement), in each case prior to the scheduled maturity thereof or (b) scheduled interest on any Subordinated Obligation unless the payment thereof is then permitted pursuant to the terms of the indenture or other agreement governing such Subordinated Obligation, in each case, other than (i) in connection with a refinancing, refunding, renewal, exchange or extension of any such Subordinated Obligation to the extent permitted by Section 6.10(f), (ii) such payments or deposits that are made with the Available Basket Amount so long as both before and after giving effect to such payment on a Pro Forma Basis, (a) no Event of Default exists or would result therefrom (b) the Senior Secured Leverage Ratio does not exceed 3.25 to 1.0 and (c) at any time the Temporary Leverage Increase is applicable, the Total Leverage Ratio does not exceed 5.00 to 1.0 or (iii) payments or deposits in an amount not to exceed, in any Fiscal Year, (a) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal to 25% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate amount of Distributions made during such Fiscal Year pursuant to Section 6.6(d) less (c) the aggregate amount available pursuant to this clause (iii) reallocated to the making of Investments pursuant to Section 6.16(m).

Payment of Subordinated Obligations. Pay Prepay any (a) principal (including sinking fund payments) ), interest or any other amount (other than scheduled interest payments) with respect to any Subordinated ObligationObligations, or purchase or redeem (or offer to purchase or redeem) any Subordinated ObligationObligations, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation Obligations will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation Obligations provided that Borrower may: (unless permitted pursuant to an Affiliate Subordination Agreement), a) make scheduled payments of interest in each case prior to respect of the scheduled maturity thereof or (b) scheduled interest on any Subordinated Obligation unless the payment thereof is then permitted pursuant to Obligations in accordance with the terms of the indenture or other agreement governing related Indentures, but subject to the subordination provisions thereof; and (b) prepay principal in respect of Subordinated Obligations and interest accrued upon such Subordinated Obligationprepaid principal, in each case, other than provided that such principal and interest prepayments may not be made if any of the following conditions exist: (i) in connection with a refinancingas of the date of such prepayment, refunding, renewal, exchange any Default or extension Event of any Default exists (or would result from such Subordinated Obligation to the extent permitted by Section 6.10(fprepayment), (ii) such payments or deposits that are made with the Available Basket Amount so long as both before and after giving effect to such payment on a Pro Forma Basis, (a) no Event of Default exists or would result therefrom (b) the Senior Secured Leverage Ratio does not exceed 3.25 to 1.0 and (c) at any time the Temporary Leverage Increase is applicable, the Total Leverage Ratio does not exceed 5.00 as of the last day of the Fiscal Quarter ending immediately prior to 1.0 the date of such prepayment is equal to or greater than 4.00:1.00, (iii) payments or deposits the aggregate principal amount of all principal repayments in an amount not respect of Subordinated Obligations made during the term of this Agreement would be in excess of $150,000,000 unless the Total Leverage Ratio as of the last day of the Fiscal Quarter ending immediately prior to exceedthe date of such prepayment is less than 3.50:1.00, in any Fiscal Year, which event such prepayment would not be limited as to amount; or (aiv) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal to 25% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate amount of Distributions made during such Fiscal Year pursuant to Section 6.6(d) less (c) the aggregate amount available pursuant to this clause (iii) reallocated giving effect to the making of Investments pursuant to Section 6.16(m)the principal payment, the aggregate outstanding principal amount of the Subordinated Obligations would be less than $250,000,000.

Payment of Subordinated Obligations. Pay any (a) principal (including sinking fund payments) or any other amount (other than scheduled interest payments) with respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation (unless permitted pursuant to an Affiliate Subordination Agreement), in each case prior to the scheduled maturity thereof or (b) scheduled interest on any Subordinated Obligation unless the payment thereof is then permitted pursuant to the terms of the indenture or other agreement governing such Subordinated Obligation, in each case, other than (i) in connection with a refinancing, refunding, renewal, exchange or extension of any such Subordinated Obligation to the extent permitted by Section 6.10(f), Clause C.10(f) hereof or (ii) such payments or deposits that are made with the Available Basket Amount so long as both before and after giving effect to such payment on a Pro Forma Basis, (a) no Potential Default or Event of Default exists or would result therefrom and (b) the Senior Secured Leverage Ratio does not exceed 3.25 2.50 to 1.0 and (c) at any time the Temporary Leverage Increase is applicable, the Total Leverage Ratio does not exceed 5.00 to 1.0 or (iii) payments or deposits in an amount not to exceed, in any Fiscal Year, (a) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal to 25% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate amount of Distributions made during such Fiscal Year pursuant to Section 6.6(d) less (c) the aggregate amount available pursuant to this clause (iii) reallocated to the making of Investments pursuant to Section 6.16(m)1.0.

Payment of Subordinated Obligations. Pay any (a) principal (including sinking fund payments) or any other amount (other than scheduled interest payments) with respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation (unless permitted pursuant to an Affiliate Subordination Agreement), in each case prior to the scheduled maturity thereof or (b) scheduled interest on any Subordinated Obligation unless (i) the payment thereof is then permitted pursuant to the terms of the indenture or other agreement governing such Subordinated Obligation, in each case, other than (i) in connection with a refinancing, refunding, renewal, exchange or extension of any such Subordinated Obligation to the extent permitted by Section 6.10(f), (ii) such payments no Default under the covenants contained in Sections 6.13, 6.14, 6.15 or deposits that are made with the Available Basket Amount so long as both before 6.16 has occurred and after remains continuing or would, giving pro forma effect to the making of such payment on a Pro Forma Basispayment, occur as of the next date upon which compliance with such covenants is tested, (aiii) no other Event of Default exists has then occurred and remains continuing or if the making of such payment would result therefrom (b) in the Senior Secured Leverage Ratio does not exceed 3.25 to 1.0 occurrence of a Default or an Event of Default, and (civ) at following the Restatement Date, Borrower shall not make any time payment of principal with respect to any Subordinated Obligation, purchase or redeem any Subordinated Obligation, or make any offer to do so, unless, giving pro forma effect to the Temporary Leverage Increase is applicableproposed payment, purchase or redemption as of the Total Leverage Ratio does not exceed 5.00 to 1.0 or (iii) payments or deposits in an amount not to exceed, in any then most recently ended Fiscal YearQuarter, (a) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal pro forma Total Debt to 25% of Borrower’s consolidated trailing twelve month EBITDA Ratio as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available such date, is not less than 0.25:1.00 below (b) the aggregate amount maximum permitted Total Debt to EBITDA Ratio then permitted under Section 6.14 of Distributions made during such Fiscal Year pursuant to Section 6.6(d) less (c) the aggregate amount available pursuant to this clause (iii) reallocated to the making of Investments pursuant to Section 6.16(m)Agreement.

Payment of Subordinated Obligations. Pay any (a) scheduled interest on any Subordinated Obligation unless the payment thereof is then permitted pursuant to the terms of the indenture or other agreement governing such Subordinated Obligation or (b) principal (including sinking fund payments) or any other amount (other than scheduled interest payments) with respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation (unless permitted pursuant to an Affiliate Subordination Agreement), in each case prior to the scheduled maturity thereof or (b) scheduled interest on any Subordinated Obligation unless the payment thereof is then permitted pursuant to the terms of the indenture or other agreement governing such Subordinated Obligation, in each case, other than except: (i) in connection with a refinancing, refunding, renewal, exchange or extension of any such Subordinated Obligation to the extent permitted that the source of such payment consists of proceeds from the issuance by Borrower of (A) Common Stock or other equity securities (except Disqualified Stock) of Borrower or (B) New Subordinated Debt; and (ii) for payments that do not exceed either (A) $75,000,000 or (B) when aggregated with all other Basket Expenditures made since the Closing Date, $300,000,000; provided that no Default or Event of Default then exists or results therefrom; provided, however, that this Section 6.10(f)shall not apply to prohibit any payment consisting of the repurchase or redemption of Subordinated Obligations to the extent necessary to prevent a License Revocation if (i) no Default or Event of Default then exists which will not be cured by such payment, (ii) such payments the purchase or deposits that are made with redemption price paid is not in excess of the Available Basket Amount so long as both before amount specified in Section 907 of the Existing 13 3/4% Subordinated Debt Indenture and after giving effect to such payment on a Pro Forma Basis, (a) no Event of Default exists or would result therefrom (b) the Senior Secured Leverage Ratio does not exceed 3.25 to 1.0 and (c) at any time the Temporary Leverage Increase is applicable, the Total Leverage Ratio does not exceed 5.00 to 1.0 or (iii) payments Borrower has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten (10) Banking Days (or deposits such shorter period as may be necessary in an amount not order to exceed, comply with a regulation or order of the relevant Gaming Board) in any Fiscal Year, (a) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal to 25% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate amount of Distributions made during such Fiscal Year pursuant to Section 6.6(d) less (c) the aggregate amount available pursuant to this clause (iii) reallocated to the making of Investments pursuant to Section 6.16(m)advance.

Payment of Subordinated Obligations. Pay any (a) principal (including INCLUDING sinking fund payments) or any other amount (other than OTHER THAN scheduled interest payments) with respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation EXCEPT the redemption or prepayment of any of the Existing Subordinated Debt (unless permitted INCLUDING any redemption or prepayment premium) pursuant to an Affiliate Subordination Agreement), in each case prior to the scheduled maturity thereof issuance of Permitted Subordinated Debt or (b) scheduled interest on any Subordinated Obligation unless UNLESS the payment thereof is then permitted pursuant to the terms of the indenture or other agreement Indenture governing such Subordinated Obligation; PROVIDED, in each caseHOWEVER, other than that this Section shall not apply to prohibit any payment consisting of the repurchase or redemption of Subordinated Obligations to the extent necessary to prevent a License Revocation if (i) in connection with a refinancing, refunding, renewal, exchange no Default or extension Event of any Default then exists which will not be cured by such Subordinated Obligation to the extent permitted by Section 6.10(f)payment, (ii) such payments the purchase or deposits that are made with redemption price paid is not in excess of the Available Basket Amount so long as both before par value thereof and after giving effect to such payment on a Pro Forma Basis, (a) no Event of Default exists or would result therefrom (b) the Senior Secured Leverage Ratio does not exceed 3.25 to 1.0 and (c) at any time the Temporary Leverage Increase is applicable, the Total Leverage Ratio does not exceed 5.00 to 1.0 or (iii) payments Parent has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten (10) Banking Days (or deposits such shorter period as may be necessary in an amount not order to exceed, comply with a regulation or order of the relevant Gaming Board) in any Fiscal Year, (a) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal to 25% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate amount of Distributions made during such Fiscal Year pursuant to Section 6.6(d) less (c) the aggregate amount available pursuant to this clause (iii) reallocated to the making of Investments pursuant to Section 6.16(m)advance.

Payment of Subordinated Obligations. Pay any (a) principal ----------------------------------- (including sinking fund payments) or any other amount (other than scheduled ---------- ----- ---- interest payments) with respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation provided that: -------- ---- (unless permitted pursuant to an Affiliate Subordination Agreement)a) so long as no Default or Event of Default then exists or would result therefrom, in each case prior to the scheduled maturity thereof or (b) Borrower may make payments of scheduled interest on any Subordinated Obligation unless Obligation; and (b) Borrower may redeem Subordinated Obligations held by Persons which are subject to a Disqualification in an aggregate amount which does not exceed the payment thereof is then permitted Basket Amount during the term of this Agreement (net of any Distributions theretofore made pursuant to Section 6.5(b), any Capital Expenditures theretofore made pursuant to Section 6.13(e) and the terms amount of the indenture any Acquisitions or other agreement governing such Subordinated ObligationInvestments theretofore made pursuant to Section 6.15(l), in each case, other than utilizing the Basket Amount), provided that (i) in connection with a refinancing, refunding, renewal, exchange no -------- ---- Default or extension Event of any such Subordinated Obligation to the extent permitted by Section 6.10(f)Default then exists or would result therefrom, (ii) such payments or deposits that are made with the Available Basket Amount so long as both before and after giving effect to such payment on a Pro Forma Basisredemption, (a) no Event of Default exists or would result therefrom (b) Borrower is in pro forma compliance with the Senior Secured Leverage Ratio does not exceed 3.25 to 1.0 covenants set forth in Sections 6.11, 6.12 and (c) at any time the Temporary Leverage Increase is applicable6.14, the Total Leverage Ratio does not exceed 5.00 to 1.0 or and (iii) payments or deposits in an amount not to exceed, in any Fiscal Year, (a) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal to 25% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate amount of Distributions made during such Fiscal Year pursuant to Section 6.6(d) less (c) the aggregate amount available pursuant to this clause (iii) reallocated to the making extent that, following the date of Investments pursuant any such redemption, Borrower issues replacement Subordinated Obligations, no such redemption shall be deemed to Section 6.16(m)utilize the Basket Amount.

Payment of Subordinated Obligations. Pay any (a) principal (including sinking fund payments) or any other amount (other than scheduled interest payments) with respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation (unless permitted pursuant to an Affiliate Subordination Agreement), in each case prior to the scheduled maturity thereof or (b) scheduled interest on any Subordinated Obligation unless the payment thereof is then permitted pursuant to the terms of the indenture or other agreement governing such Subordinated Obligation, in each case, other than (i) in connection with a refinancing, refunding, renewal, exchange or extension of any such Subordinated Obligation to the extent permitted by Section 6.10(f)Clause C.10(f) hereof, (ii) such payments or deposits that are made with the Available Basket Amount so long as both before and after giving effect to such payment on a Pro Forma Basis, (a) no Potential Default or Event of Default exists or would result therefrom therefrom, (b) the Senior Secured Leverage Ratio does not exceed 3.25 to 1.0 and (c) at any time the Temporary Leverage Increase is applicable, the Total Leverage Ratio does not exceed 5.00 to 1.0 or (iii) payments or deposits in an amount not to exceed, in any Fiscal Year, (a) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal to 25% of BorrowerGuarantor’s consolidated trailing twelve month EBITDA as of BorrowerGuarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate amount of Distributions made during such Fiscal Year pursuant to Section 6.6(dClause C.6(d) less (c) the aggregate amount available pursuant to this clause (iii) reallocated to the making of Investments pursuant to Section 6.16(mC.16(k).

Payment of Subordinated Obligations. Pay any (a) principal (including sinking fund payments) or any other amount (other than scheduled interest payments) with respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation except (unless permitted i) the redemption or prepayment of the Existing Redeemable Subordinated Debt (including any redemption or prepayment premium) pursuant to an Affiliate Subordination Agreement), in each case prior the Subordinated Debt Refinancing or (ii) the redemption or prepayment of any of the Existing Other Subordinated Debt (including any redemption or prepayment premium) pursuant to the scheduled maturity thereof issuance of Permitted Subordinated Debt or (b) scheduled interest on any Subordinated Obligation unless the payment thereof is then permitted pursuant to the terms of the indenture or other agreement Indenture governing such Subordinated Obligation; provided, in each casehowever, other than that this Section shall not apply to prohibit any payment consisting of the repurchase or redemption of Subordinated Obligations to the extent necessary to prevent a License Revocation if (i) in connection with a refinancing, refunding, renewal, exchange no Default or extension Event of any Default then exists which will not be cured by such Subordinated Obligation to the extent permitted by Section 6.10(f)payment, (ii) such payments the purchase or deposits that are made with redemption price paid is not in excess of the Available Basket Amount so long as both before par value thereof and after giving effect to such payment on a Pro Forma Basis, (a) no Event of Default exists or would result therefrom (b) the Senior Secured Leverage Ratio does not exceed 3.25 to 1.0 and (c) at any time the Temporary Leverage Increase is applicable, the Total Leverage Ratio does not exceed 5.00 to 1.0 or (iii) payments Parent has notified the Administrative Agent in writing of the necessity to invoke this proviso at least ten (10) Banking Days (or deposits such shorter period as may be necessary in an amount not order to exceed, comply with a regulation or order of the relevant Gaming Board) in any Fiscal Year, (a) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal to 25% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate amount of Distributions made during such Fiscal Year pursuant to Section 6.6(d) less (c) the aggregate amount available pursuant to this clause (iii) reallocated to the making of Investments pursuant to Section 6.16(m)advance.

Payment of Subordinated Obligations. Pay Prepay any (a) principal (including sinking fund payments) ), interest or any other amount (other than scheduled interest payments) with respect to any Subordinated ObligationObligations, or purchase or redeem (or offer to purchase or redeem) any Subordinated ObligationObligations, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation Obligations will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation Obligations provided that Borrower may: (unless permitted pursuant to an Affiliate Subordination Agreement), a) make scheduled payments of interest in each case prior to respect of the scheduled maturity thereof or (b) scheduled interest on any Subordinated Obligation unless the payment thereof is then permitted pursuant to Obligations in accordance with the terms of the indenture or other agreement governing related Indentures, but subject to the subordination provisions thereof; (b) prepay principal in respect of Subordinated Obligations and interest accrued upon such Subordinated Obligationprepaid principal, in each case, other than provided that such principal and interest prepayments may not be made if any of the following conditions exist: (i) in connection with a refinancingas of the date of such prepayment, refunding, renewal, exchange any Default or extension Event of any Default exists (or would result from such Subordinated Obligation to the extent permitted by Section 6.10(fprepayment), (ii) such payments or deposits except to the extent that are the aggregate principal amount of the prepayments made with the Available Basket Amount so long as both before and after giving effect to such payment on a Pro Forma Basisfollowing June 30, (a) no Event of Default exists or would result therefrom (b) the Senior Secured Leverage Ratio does 2004 do not exceed 3.25 to 1.0 and (c) at any time the Temporary Leverage Increase is applicable$100,000,000, the Total Leverage Ratio does not exceed 5.00 as of the last day of the Fiscal Quarter ending immediately prior to 1.0 the date of such prepayment is equal to or greater than 4.00:1.00, (iii) payments or deposits the aggregate principal amount of all principal repayments in an amount not respect of Subordinated Obligations made during the term of this Agreement pursuant to exceedthis Section 7.1(b) would be in excess of $150,000,000 unless the Total Leverage Ratio as of the last day of the Fiscal Quarter ending immediately prior to the date of such prepayment is less than 3.50:1.00, in which event such prepayment would not be limited as to amount; or (iv) giving effect to the making of the principal payment, the aggregate outstanding principal amount of the Subordinated Obligations would be less than $250,000,000; (c) notwithstanding anything to the contrary in this Section 7.1, prepay all or any Fiscal Yearportion of the Senior Subordinated Notes issued under the Indenture dated as of March 3, 1999 between the Borrower and U.S. Bank National Association (a) formerly State Street Bank and Trust Company), as Trustee, in respect of the greater Borrower’s $300,000,000 principal amount of 8¾% Senior Subordinated Notes due 2009, and to pay (x) $75,000,000 in the aggregate a premium with respect to such prepayment and (y) an amount equal related costs of issuance, which, in the aggregate, shall not exceed $35,000,000; and (d) notwithstanding anything to 25% the contrary in this Section 7.1, prepay all or any portion of the Senior Subordinated Notes issued under the Indenture dated as of July 26, 2001 between the Borrower and U.S. Bank National Association (formerly State Street Bank and Trust Company), as Trustee, in respect of the Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate $150,000,000 principal amount of Distributions 8 -3/8% Senior Subordinated Notes due 2011, and to pay (x) a premium with respect to such prepayment, and (y) related costs of issuance and related cost of the tender offer and solicitation, which, in the aggregate, shall not exceed $30,000,000, with the proceeds of the New Subordinated Notes; and (e) prepay Subordinated Obligations to the extent that such prepayment is made during such Fiscal Year using the proceeds of Subordinated Obligations hereafter issued pursuant to Section 6.6(d7.9(e) less (c) concurrently with the aggregate amount available pursuant to this clause (iii) reallocated to the making issuance of Investments pursuant to Section 6.16(m)such Subordinated Obligations.”

Payment of Subordinated Obligations. Pay (1) Notwithstanding anything in this Section 5.02(c) and in Section 5.02(d) to the contrary, no payments from the Sewer Revenue Fund shall be made in respect of any Subordinated Obligations unless the following conditions are met: (aA) principal all M aintenance and O peration Costs of the Wastewater System are being and have been paid and are then current; and (including sinking fund paymentsB) all deposits and paym ents contem plated by clauses (ii), (iii), (iv) and (v) of Section 5.02(a) above shall have been made in full and no deficiency in any Reserve Fund or Reserve Account for Parity Obligations shall exist, and there shall have been paid, or segregated within the Sewer Revenue Fund, the amounts payable during the current month pursuant to clauses (ii), (iii), (iv) and (v) of Section 5.02(a) above; provided, however, that if the amounts payable during any month pursuant to clauses (ii), (iii), (iv) or (v) of Section 5.02(a) are not able to be determined at the time of the payment of any other Subordinated O bligation due to periods in w hich the actual interest rate accruing in respect of any Parity Obligations cannot yet be determined, then no payments from the Sewer Revenue Fund shall be made in respect of any Subordinated Obligations unless there shall have been segregated within the Sewer Revenue Fund the maximum amount that may be payable in that month under clauses (other than scheduled interest paymentsii), (iii), (iv) and (v) of Section 5.02(a) as specified in the Issuing Instrum ents of the P arity O bligations and in accordance with respect applicable law; (2) Subject to Section 5.02(c)(1), the City shall apply any amounts thereafter remaining in the Sewer Revenue Fund (A) to the paym ent of Subordinated Credit Provider Expenses and (B) to the obligee specified therein, any payment due as to any Subordinated Obligation, or purchase or redeem Obligations. In the event that there are insufficient Net System Revenues remaining in the Sewer Revenue Fund after the payments described in Section 5 .02 (or offer c)(1 ) to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation (unless permitted pursuant to an Affiliate Subordination Agreement), in each case prior to the scheduled maturity thereof or (b) scheduled interest on any Subordinated Obligation unless the payment thereof is then permitted pursuant to the terms m ake all of the indenture or other agreement governing such Subordinated Obligation, in each case, other than (i) in connection with a refinancing, refunding, renewal, exchange or extension of any such Subordinated Obligation to the extent permitted paym ents contem plated by Section 6.10(f), (ii) such payments or deposits that are made with the Available Basket Amount so long as both before and after giving effect to such payment on a Pro Forma Basis, (a) no Event of Default exists or would result therefrom (b) the Senior Secured Leverage Ratio does not exceed 3.25 to 1.0 and (c) at any time the Temporary Leverage Increase is applicable, the Total Leverage Ratio does not exceed 5.00 to 1.0 or (iii) payments or deposits in an amount not to exceed, in any Fiscal Year, (a) the greater of (x) $75,000,000 in the aggregate and (y) an amount equal to 25% of Borrower’s consolidated trailing twelve month EBITDA as of Borrower’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available less (b) the aggregate amount of Distributions made during such Fiscal Year pursuant to Section 6.6(d) less (c) the aggregate amount available pursuant to this clause (iiiB) reallocated to of the making immediately preceding sentence, then said payments shall be made as nearly as practicable, pro rata, based on the respective unpaid principal amounts of Investments pursuant to Section 6.16(m)said Subordinated Obligations.