Termination Fee; Reduction Fee. (i) Notwithstanding the foregoing and anything set forth herein or in the Agreement to the contrary, the City hereby agrees to pay to the Bank a non-refundable termination fee in connection with any termination or replacement of the Agreements by the City prior to the Final Stated Expiration Date in an amount equal to the product of
Termination Fee; Reduction Fee. (a) Notwithstanding anything set forth herein or in the Reimbursement Agreement to the contrary, the City agrees not to terminate or replace, or cause the termination or replacement of, the Letter of Credit and the Reimbursement Agreement prior to [ , 2026], except upon (i) the payment by the City to the Bank of a termination fee (the “Termination Fee”) in an amount equal to the product of (1) the Facility Fee Rate on the date of such termination, (2) the Gross Available Amount on the date of such termination, and (3) a fraction, the numerator of which is equal to the number of days from and including the date of such termination to and including [ , 2026], and the denominator of which is 360 and (ii) compliance with the provisions of Section 2.7 of the Reimbursement Agreement; provided, however, that no Termination Fee shall become payable if the Letter of Credit and Reimbursement Agreement are terminated or replaced as a result of (A) the withdrawal, suspension or reduction of the Bank’s senior unsecured short-term ratings to or below “P-2” (or its equivalent), “F2” (or its equivalent) or “A-2” (or its equivalent) by any two of Moody’s, Fitch and S&P (provided, that for the avoidance of doubt, the ratings referenced in this clause (A) shall mean those ratings assigned to Sumitomo Mitsui Banking Corporation and not ratings assigned to Sumitomo Mitsui Banking Corporation’s parent or holding company or any other affiliate of the Bank) or (B) the Bank giving notice to the City pursuant to Section 3.2 of the Reimbursement Agreement with respect to increased costs, increased capital or a reduction in the rate of return and requesting that the City pay any such amounts.
Termination Fee; Reduction Fee. (i) Notwithstanding any other provision of the Agreement to the contrary, the City, for and on behalf of its Department of Aviation, agrees not to terminate, permanently reduce or replace the Agreement or the Commitment prior to May 7, 2018, except upon (A) the payment by the City to the Lender of the Termination Fee or a Reduction Fee, as described below, (B) the payment by the City, for and on behalf of its Department of Aviation, to the Lender of all Loans and the other Lender Obligations payable under this Agreement and (C) an Authorized Officer of the City, for and on behalf of its Department of Aviation, providing the Lender with thirty (30) days prior written notice of its intent to terminate or permanently reduce this Agreement and the Commitment; provided that any such termination of this Agreement or the Commitment shall be in compliance with the terms and conditions of the Supplemental Ordinance and this Agreement. The City, for and on behalf of its Department of Aviation, agrees that all payments to the Lender referred to in the preceding paragraph shall be made in immediately available funds.
Termination Fee; Reduction Fee. (a) Notwithstanding anything set forth herein or in the Agreement to the contrary, the Authority agrees not to terminate or replace, or cause the termination or replacement of, the Letter of Credit prior to the one-year anniversary of the Closing Date, except upon (i) the payment by the Authority to the Bank of a termination fee (the “Termination Fee”), in an amount equal to the product of (1) the Letter of Credit Fee Rate in effect on the date of such termination or replacement, (2) the Stated Amount in effect on the date of such termination or replacement (without regard to any temporary reduction thereof) and
