Common use of Termination or Reduction of Commitment Clause in Contracts

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to the contrary, the City agrees not to terminate this Agreement or reduce the Commitment prior to the Stated Expiration Date, except upon (i) the payment of any amounts required to be paid pursuant to the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) and (ii) above shall be made in immediately available funds. The City agrees that any termination of this Agreement as a result of the provision of any substitute facility pursuant to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bank. (b) The Commitment shall terminate on the Commitment Termination Date. All Advances then outstanding (together with accrued interest thereon) shall be due and payable on the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreement. (c) If the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on the effective date of such termination. If the amount of the Commitment is reduced, the Facility Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required to be paid pursuant to the terms of the Fee Letter, at the times and in the manner set forth therein.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to the contrary, the City agrees not to terminate this Agreement or reduce the Commitment prior to the Stated Expiration Date, except upon (i) the payment of any amounts required to be paid pursuant to the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) and (ii) above shall be made in immediately available funds. The City agrees that any termination of this Agreement as a result of the provision of any substitute facility pursuant to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bank. (b) The Commitment shall terminate on the Commitment Termination Date. All Advances Subject to Section 2.05(b) hereof, all Notes then outstanding (together with accrued interest thereon) shall be due and payable on the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreement. (c) If the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on the effective date of such termination. If the amount of the Commitment is reduced, the Facility Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required to be paid pursuant to the terms of the Fee Letter, at the times and in the manner set forth therein.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to Borrower shall have the contrary, the City agrees not right to terminate this Agreement the Commitment or, from time to time (and so long as no Default or Event of Default exists), reduce the Commitment prior amount of the Commitment, upon not less than five Business Days' written notice to the Stated Expiration Date, except upon each Bank specifying (i) the payment of any amounts required to be paid pursuant to the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) either a reduction or termination and (ii) above in the case of a reduction, whether any prepayment, if required by this Agreement, shall be made of Prime Rate Loans, Eurodollar Rate Loans or a combination thereof, and, in immediately available funds. The City agrees that any termination of this Agreement as each case if a result of combination thereof, the provision of any substitute facility pursuant principal allocable to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bankeach. (b) The Any reduction of the Commitment shall terminate on be in the amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the amount of the Commitment Termination Datethen in effect. All Advances Any such reduction shall be accompanied by (i) prepayment of the Revolving Credit Loans made hereunder to the extent, if any, that the amount of such Revolving Credit Loans then outstanding (exceeds the amount of the Revolving Credit Loan Commitments, as then reduced, together with accrued interest thereonon the amount so prepaid to the date of such prepayment, and (ii) if a Revolving Credit Loan is a Eurodollar Rate Loan that is prepaid other than at the end of the Interest Period applicable thereto, by any amounts payable pursuant to subsection 3.5 hereof, Indemnity. Any such reduction of the L/C Commitment, if the L/C Commitment is being reduced, shall be due and payable on accompanied by either (A) return to Agent of the outstanding Standby L/Cs or (B) payment by Borrower to Agent of cash to fully collateralize outstanding Standby L/Cs, to the extent, if any, that the amount of such Standby L/Cs then outstanding exceeds the L/C Commitment portion of the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreementas then reduced. (c) If Any such termination of the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on accompanied (i) by prepayment in full of the effective Revolving Credit Loans then outstanding hereunder, together with accrued interest thereon to the date of such termination. If prepayment, and the amount payment of any unpaid commitment fee then accrued hereunder; (ii) with respect to Standby L/Cs, by Borrower's compliance with the terms of subsection 2.14(b) hereof; and (iii) if a Revolving Credit Loan is a Eurodollar Rate Loan that is prepaid other than at the end of the Interest Period applicable thereto, by any amounts payable pursuant to subsection 3.5 hereof, Indemnity. (d) Any such reduction or termination of the Revolving Credit Loan Commitments and/or L/C Commitments portion(s) of the Commitment is reduced, the Facility Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required allocated to be paid pursuant each Bank ratably in proportion to the terms of the Fee Letterthat Bank's Revolving Credit Loan Commitment Percentage and/or L/C Commitment Percentage, at the times and in the manner set forth thereinas appropriate.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to Borrower shall have the contrary, the City agrees not right to terminate this Agreement the Commitment or, from time to time (and so long as no Default or Event of Default exists), reduce the Commitment prior amount of the Commitment, upon not less than five Business Days' written notice to the Stated Expiration Date, except upon each Bank specifying (i) the payment of any amounts required to be paid pursuant to the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) either a reduction or termination and (ii) above in the case of a reduction, whether any prepayment, if required by this Agreement, shall be made of Prime Rate Loans, Eurodollar Rate Loans or a combination thereof, and, in immediately available funds. The City agrees that any termination of this Agreement as each case if a result of combination thereof, the provision of any substitute facility pursuant principal allocable to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bankeach. (b) The Any reduction of the Commitment shall terminate on be in the Commitment Termination Date. All Advances then outstanding (together with accrued interest thereon) amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be due and payable on the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreement. (c) If the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on the effective date of such termination. If reduce permanently the amount of the Commitment is reduced, the Facility Fee that has accrued on the amount then in effect. Any such reduction shall be accompanied by which (i) (c) Any such termination of the Commitment has been reduced shall be payable on accompanied (i) by prepayment in full of the effective Revolving Credit Loans then outstanding hereunder, together with accrued interest thereon to the date of such reduction together prepayment, and the payment of any unpaid commitment fee then accrued hereunder; (ii) with any amounts required respect to be paid pursuant to Standby L/Cs, by Borrower's compliance with the terms of the Fee Letter, subsection 2.14(b) hereof; and (iii) if a Revolving Credit Loan is a Eurodollar Rate Loan that is prepaid other than at the times and end of the Interest Period applicable thereto, by any amounts payable pursuant to subsection 3.5 hereof, Indemnity. (d) Any such reduction or termination of the Revolving Credit Loan Commitments and/or L/C Commitments portion(s) of the Commitment shall be allocated to each Bank ratably in the manner set forth thereinproportion to that Bank's Revolving Credit Loan Commitment Percentage and/or L/C Commitment Percentage, as appropriate.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to The Company shall have -------------------------------------- the contrary, the City agrees not right to terminate this Agreement or reduce the Commitment prior at any time and from time to the Stated Expiration Datetime, except upon provided that (i) the payment Company shall give notice of any amounts required to be paid pursuant such termination or -------- reduction to the terms of this Agreement Bank specifying the amount and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any)effective date thereof, (ii) each partial reduction of the payment to the Bank Commitment shall be in a minimum amount of all Obligations payable hereunder $100,000 and in integral multiples of $50,000, (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) and (ii) above shall be made in immediately available funds. The City agrees that any termination of this Agreement as a result of the provision of any substitute facility pursuant to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of no such termination or provision reduction, either in whole or part and including without limitation any termination, shall be permitted with respect to any portion of the Commitment as to which a request for an Advance is then pending, and (iv) the Commitment may not be terminated if any Advance is then outstanding and may not be reduced below the principal amount sufficient to pay in full at of the time of termination all Obligations due and owing to the BankAdvances then outstanding. The Commitment or any portion thereof so terminated or reduced may not be reinstated. (b) The Commitment shall terminate on the Commitment Termination Date. All Advances then outstanding For purposes of this Agreement, a Letter of Credit Advance (together with accrued interest thereoni) shall be due and payable on the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant deemed outstanding in an amount equal to the terms and provisions sum of this Agreement. (c) If the Commitment is terminated in its entirety, all accrued Facility Fees shall maximum amount available to be payable drawn under the related Letter of Credit on or after the effective date of such termination. If determination and on or before the stated expiry date thereof plus the amount of the Commitment is reduced, the Facility Fee any draws under such Letter of Credit that has accrued on the amount by which the Commitment has have not been reduced reimbursed as provided in Section 4.3 and (ii) shall be payable deemed outstanding at all times on the effective and before such stated expiry date of or such reduction together with any earlier date on which all amounts required available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 4.3. As provided in Section 4.3, upon each payment made by the terms Bank in respect of any draft or other demand for payment under any Letter of Credit, the amount of any Letter of Credit Advance outstanding immediately prior to such payment shall be automatically reduced by the amount of each Loan deemed advanced in respect of the Fee Letter, at related reimbursement obligation of the times and in the manner set forth thereinCompany.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement Provided that each Bank consents in writing, Borrower shall have the right, upon not less than five Business Days' written notice to the contraryeach Bank, the City agrees not to terminate this Agreement the Commitment or, from time to time (and so long as no Default or Event of Default exists), reduce the Commitment prior to amount of the Stated Expiration Date, except upon Commitment; provided that (i) any such reduction shall be accompanied by prepayment of the Revolving Credit Loans, if the Revolving Credit Loan Commitments are being reduced, and any outstanding Seasonal Loans, if the Seasonal Loan Commitments are being reduced, made hereunder, together with accrued interest on the amount so prepaid to the date of such prepayment, to the extent, if any, that the amount of such Revolving Credit Loans and/or Seasonal Loans, as appropriate, then outstanding exceeds the amount of the Revolving Credit Loan Commitments and/or the Seasonal Loan Commitments, as appropriate, portion(s) of the Commitment as then reduced, and any such reduction of the L/C Commitment, if the L/C Commitment is being reduced, shall be accompanied by either (A)return to Agent of the outstanding Standby L/Cs or (B) payment by Borrower to Agent of cash to fully collateralize outstanding Standby L/Cs, to the extent, if any, that the amount of such Standby L/Cs then outstanding exceeds the L/C Commitment portion of the Commitment as then reduced, and (ii) any such termination of the Commitment shall be accompanied by (A) prepayment in full of the Revolving Credit Loans and the Seasonal Loans then outstanding hereunder, together with accrued interest thereon to the date of such prepayment, and the payment of any amounts required unpaid commitment fee then accrued hereunder and (B) with respect to be paid pursuant to Standby L/Cs, Borrower's compliance with the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) and (ii) above shall be made in immediately available funds. The City agrees that any termination of this Agreement as a result of the provision of any substitute facility pursuant to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bank. subsection 2.16 (b) The hereof. Any such reduction of the Commitment shall terminate on be in the Commitment Termination Date. All Advances then outstanding (together with accrued interest thereon) amount of $1,000,000 or a whole multiple of $500,000 in excess thereof and shall be due and payable on the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreement. (c) If the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on the effective date of such termination. If reduce permanently the amount of the Commitment is reducedthen in effect. Any such reduction or termination of the Revolving Credit Loan Commitments, the Facility Fee that has accrued on the amount by which Seasonal Loan Commitments and/or L/C Commitments portion(s) of the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required allocated to be paid pursuant each Bank ratably in proportion to the terms of the Fee Letterthat Bank's Revolving Credit Loan Commitment Percentage, at the times and in the manner set forth thereinSeasonal Loan Commitment Percentage, and/or L/C Commitment Percentage, as appropriate.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement Except as -------------------------------------- specifically provided below, the Borrower shall have the right, upon Notice to the contraryAgent (which shall give prompt Notice thereof to each of the other Banks), to reduce permanently in an aggregate principal amount of $5,000,000 or an integral multiple thereof, or terminate, the City agrees not to terminate this Agreement Total Commitment without premium or reduce the Commitment prior to the Stated Expiration Datepenalty therefor, except upon provided that (i) any permanent partial reduction of the payment Total Commitment shall be accompanied first, by a prepayment of any amounts required so much of the ----- Revolving Loans necessary to be paid pursuant reduce the aggregate amount of all remaining outstanding Revolving Loans and the aggregate amount of all outstanding Letters of Credit to the terms amount of this Agreement the Total Commitment as so reduced, and second, if ------ necessary, by a pledge and deposit with the Agent, for the benefit of the Agent and the Fee Letter in Banks, cash or deposit account balances sufficient to fully collateralize so much of the amountsLetters of Credit outstanding as necessary to reduce the aggregate amount of all outstanding Letters of Credit not so collateralized to the amount of the Total Commitment as so reduced, at the times and in the manner set forth therein (if any), (ii) in the payment to case of a termination, the Bank Revolving Loans then outstanding shall be paid in full, together in each case with all interest accrued thereon and all Fees due hereunder, and if there are any Letters of all Obligations payable hereunder and (iii) Credit outstanding at the City providing time of such termination, the Bank with Borrower shall, no later than thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) and (ii) above shall be made in immediately available funds. The City agrees that any termination of this Agreement as a result of the provision of any substitute facility pursuant to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient of the Total Commitment, either (a) make arrangements satisfactory to pay in full at the time Agent for a credit facility to support all Letters of Credit that may be outstanding as of the date of termination all Obligations due and owing to of the Bank. Total Commitment), or (b) The Commitment shall terminate on pledge and deposit with the Commitment Termination DateAgent, for the benefit of the Agent and the Banks, cash or deposit account balances sufficient to fully collateralize all Letters of Credit outstanding as of the date of termination of the Total Commitment. All Advances then outstanding (together with accrued interest thereon) shall be due and payable on the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreement. (c) If the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on From the effective date of any such termination. If the amount termination or reduction of the Commitment is reducedTotal Commitment, and provided that the Borrower shall have paid all amounts due as described herein to effectuate such termination or reduction, the Facility Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required to be paid pursuant to the terms obligation of the Fee Letter, at the times and in the manner set forth thereinBorrower to pay further Fees shall correspondingly cease or be proportionately reduced.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to Provided that each Bank consents in writing, Borrower shall have the contrary, the City agrees not right to terminate this Agreement the Commitment or, from time to time (and so long as no Default or Event of Default exists), reduce the Commitment prior amount of the Commitment, upon not less than five Business Days' written notice to the Stated Expiration Date, except upon each Bank specifying (i) the payment of any amounts required to be paid pursuant to the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) either a reduction or termination and (ii) above in the case of a reduction, whether any prepayment, if required by this Agreement, shall be made of Prime Rate Loans, Eurodollar Rate Loans or a combination thereof, and, in immediately available funds. The City agrees that any termination of this Agreement as each case if a result of combination thereof, the provision of any substitute facility pursuant principal allocable to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bankeach. (b) The Any reduction of the Commitment shall terminate on be in the amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the amount of the Commitment Termination Datethen in effect. All Advances Any such reduction shall be accompanied by prepayment of the Revolving Credit Loans made hereunder to the extent, if any, that the amount of such Revolving Credit Loans then outstanding (exceeds the amount of the Revolving Credit Loan Commitments, as then reduced, together with accrued interest thereonon the amount so prepaid to the date of such prepayment, and (ii) if a Revolving Credit Loan is a Eurodollar Rate Loan that is prepaid other than at the end of the Interest Period applicable thereto, by any amounts payable pursuant to subsection 3.5, Indemnity. Any such reduction of the L/C Commitment, if the L/C Commitment is being reduced, shall be due and payable on accompanied by either (A) return to Agent of the outstanding Standby L/Cs or (B) payment by Borrower to Agent of cash to fully collateralize outstanding Standby L/Cs, to the extent, if any, that the amount of such Standby L/Cs then outstanding exceeds the L/C Commitment portion of the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreementas then reduced. (c) If Any such termination of the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on accompanied (i) by prepayment in full of the effective Revolving Credit Loans then outstanding hereunder, together with accrued interest thereon to the date of such termination. If prepayment, and the amount payment of any unpaid commitment fee then accrued hereunder; (ii) with respect to Standby L/Cs, by Borrower's compliance with the terms of subsection 2.13(b) hereof; and (iii) if a Revolving Credit Loan is a Eurodollar Rate Loan that is prepaid other than at the end of the Interest Period applicable thereto, by any amounts payable pursuant to subsection 3.5, Indemnity. (d) Any such reduction or termination of the Revolving Credit Loan Commitments and/or L/C Commitments portion(s) of the Commitment is reduced, the Facility Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required allocated to be paid pursuant each Bank ratably in proportion to the terms of the Fee Letterthat Bank's Revolving Credit Loan Commitment Percentage and/or L/C Commitment Percentage, at the times and in the manner set forth thereinas appropriate.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to the contrary, the City agrees not to terminate this Agreement or reduce the Commitment prior to the Stated Expiration Date, except upon (i) the payment of any amounts required to be paid pursuant to the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided at all times the City shall cause the aggregate outstanding principal amount of Notes outstanding and held by the Bank to be in an amount not less than one percent (1.00%) of the aggregate Commitment then in effect, unless this Agreement shall be terminated as provided herein; provided further that all payments to the Bank referred to in clause (i) and (ii) above shall be made in immediately available funds. The City agrees that any termination of this Agreement as a result of the provision of any substitute facility pursuant to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bank. (b) The Commitment shall terminate on the Commitment Termination Date. All Advances Subject to Section 2.05(b) hereof, all Notes then outstanding (together with accrued interest thereon) shall be due and payable on the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreement. (c) If the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on the effective date of such termination. If the amount of the Commitment is reduced, the Facility Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required to be paid pursuant to the terms of the Fee Letter, at the times and in the manner set forth therein.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to Provided that each Bank consents in writing, Borrower shall have the contrary, the City agrees not right to terminate this Agreement the Commitment or, from time to time (and so long as no Default or Event of Default exists), reduce the Commitment prior amount of the Commitment, upon not less than five Business Days' written notice to the Stated Expiration Date, except upon each Bank specifying (i) the payment of any amounts required to be paid pursuant to the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) either a reduction or termination and (ii) above in the case of a reduction, whether any prepayment, if required by this Agreement, shall be made of Prime Rate Loans, Eurodollar Rate Loans or a combination thereof, and, in immediately available funds. The City agrees that any termination of this Agreement as each case if a result of combination thereof, the provision of any substitute facility pursuant principal allocable to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bankeach. (b) The Any reduction of the Commitment shall terminate on be in the amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the amount of the Commitment Termination Datethen in effect. All Advances Any such reduction shall be accompanied by prepayment of the Revolving Credit Loans made hereunder to the extent, if any, that the amount of such Revolving Credit Loans then outstanding (exceeds the amount of the Revolving Credit Loan Commitments, as then reduced, together with accrued interest thereonon the amount so prepaid to the date of such prepayment, and (ii) if a Revolving Credit Loan is a Eurodollar Rate Loan that is prepaid other than at the end of the Interest Period applicable thereto, by any amounts payable pursuant to subsection 3.5, Indemnity. Any such reduction of the L/C Commitment, if the L/C Commitment is being reduced, shall be due and payable on accompanied by either (A) return to Agent of the outstanding Standby L/Cs or (B) payment by Borrower to Agent of cash to fully collateralize outstanding Standby L/Cs, to the extent, if any, that the amount of such Standby L/Cs then outstanding exceeds the L/C Commitment portion of the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreementas then reduced. (c) If Any such termination of the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on accompanied (i) by prepayment in full of the effective Revolving Credit Loans then outstanding hereunder, together with accrued interest thereon to the date of such termination. If prepayment, and the amount payment of any unpaid commitment fee then accrued hereunder; (ii) with respect to Standby L/Cs, by Borrower's compliance with the terms of subsection 2.14(b) hereof; and (iii) if a Revolving Credit Loan (d) Any such reduction or termination of the Revolving Credit Loan Commitments and/or L/C Commitments portion(s) of the Commitment is reduced, the Facility Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required allocated to be paid pursuant each Bank ratably in proportion to the terms of the Fee Letterthat Bank's Revolving Credit Loan Commitment Percentage and/or L/C Commitment Percentage, at the times and in the manner set forth thereinas appropriate.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to Provided that each Bank consents in writing, Borrower shall have the contrary, the City agrees not right to terminate this Agreement the Commitment or, from time to time (and so long as no Default or Event of Default exists), reduce the Commitment prior amount of the Commitment, upon not less than five Business Days' written notice to the Stated Expiration Date, except upon each Bank specifying (i) the payment of any amounts required to be paid pursuant to the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) either a reduction or termination and (ii) above in the case of a reduction, whether any prepayment, if required by this Agreement, shall be made of Prime Rate Loans, Eurodollar Rate Loans or a combination thereof, and, in immediately available funds. The City agrees that any termination of this Agreement as each case if a result of combination thereof, the provision of any substitute facility pursuant principal allocable to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bankeach. (b) The Any reduction of the Commitment shall terminate on be in the amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the amount of the Commitment Termination Datethen in effect. All Advances Any such reduction shall be accompanied by prepayment of the Revolving Credit Loans made hereunder to the extent, if any, that the amount of such Revolving Credit Loans then outstanding (exceeds the amount of the Revolving Credit Loan Commitments, as then reduced, together with accrued interest thereonon the amount so prepaid to the date of such prepayment, and (ii) if a Revolving Credit Loan is a Eurodollar Rate Loan that is prepaid other than at the end of the Interest Period applicable thereto, by any amounts payable pursuant to subsection 3.5, Indemnity. Any such reduction of the L/C Commitment, if the L/C Commitment is being reduced, shall be due and payable on accompanied by either (A) return to Agent of the outstanding Standby L/Cs or (B) payment by Borrower to Agent of cash to fully collateralize outstanding Standby L/Cs, to the extent, if any, that the amount of such Standby L/Cs then outstanding exceeds the L/C Commitment portion of the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreementas then reduced. (c) If Any such termination of the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on accompanied (i) by prepayment in full of the effective Revolving Credit Loans then outstanding hereunder, together with accrued interest thereon to the date of such termination. If prepayment, and the amount payment of any unpaid commitment fee then accrued hereunder; (ii) with respect to Standby L/Cs, by Borrower's compliance with the terms of subsection 2.14(b) hereof; and (iii) if a Revolving Credit Loan is a Eurodollar Rate Loan that is prepaid other than at the end of the Interest Period applicable thereto, by any amounts payable pursuant to subsection 3.5, Indemnity. (d) Any such reduction or termination of the Revolving Credit Loan Commitments and/or L/C Commitments portion(s) of the Commitment is reduced, the Facility Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required allocated to be paid pursuant each Bank ratably in proportion to the terms of the Fee Letterthat Bank's Revolving Credit Loan Commitment Percentage and/or L/C Commitment Percentage, at the times and in the manner set forth thereinas appropriate.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to the contrary, the City agrees not to terminate this Agreement or reduce the Commitment prior to the Stated Expiration Date, except upon (i) the payment of any amounts required to be paid pursuant to the terms of this Agreement and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) and (ii) above shall be made in immediately available funds. The City agrees that any termination of this Agreement as a result of the provision of any substitute facility pursuant to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bank.prior (b) The Commitment shall terminate on the Commitment Termination Date. All Advances Subject to Section 2.05(b) hereof, all Notes then outstanding (together with accrued interest thereon) shall be due and payable on the Commitment Termination Date, unless such Advances have been or would be converted into Bank Loans pursuant to the terms and provisions of this Agreement. (c) If the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on the effective date of such termination. If the amount of the Commitment is reduced, the Facility Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required to be paid pursuant to the terms of the Fee Letter, at the times and in the manner set forth therein.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement to the contrary, the City agrees not to terminate this Agreement or reduce the Commitment prior to the Stated Expiration Commitment Termination Date, except upon (i) the payment by the City to JPMC of any amounts required to be paid pursuant to the terms of this Agreement and Termination Fee or Reduction Fee, as applicable, in the amount set forth in the Fee Letter in the amounts, at the times and in the manner set forth therein (if any)Letter, (ii) the payment to the Bank JPMC of all Obligations payable hereunder and (iii) the City providing the Bank JPMC with thirty (30) days 30 days’ prior written notice of its intent to terminate this AgreementAgreement or reduce the Commitment; provided that all payments to the Bank JPMC referred to in clause clauses (i) and (ii) above shall be made in immediately available funds; provided, however, that any such termination of this Agreement shall be in compliance with the terms and conditions of the Ordinance. The City agrees that any termination of this Agreement as a result of the provision of any substitute facility pursuant to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the BankJPMC hereunder. (b) The Commitment shall terminate on the Commitment Termination Date. All Advances Revolving Loans then outstanding (together with accrued interest thereon) shall be due and payable on the Commitment Termination Date, unless such Advances Loans have been or would be converted into Bank Term Loans pursuant to the terms and provisions of this Agreement. (c) If the Commitment is terminated in its entirety, all accrued Facility Fees shall be payable on the effective date of such termination. If the amount of the Commitment is reduced, the Facility Commitment Fee that has accrued on the amount by which the Commitment has been reduced shall be payable on the effective date of such reduction together with any amounts required reduction. (d) In the event where the Dealer is selling new Commercial Paper Notes in order to be paid pursuant pay off maturing Commercial Paper Notes and the City directs the Issuing and Paying Agent not to issue such Commercial Paper Notes up to the terms Maximum Note Rate, or otherwise limits the interest rate on an issuance of such Commercial Paper Notes to a rate of interest less than the Fee LetterMaximum Note Rate and, at as a result of these actions, the times Commercial Paper Notes are not sold, a Loan is incurred and in thus JPMC is not reimbursed for a Loan the manner set forth thereinproceeds of which were used to pay the maturing Commercial Paper Notes, then the Commitment shall be permanently reduced by such principal amount and the City shall repay the related Loan within 30 days.

Termination or Reduction of Commitment. (a) Notwithstanding any provisions of this Agreement During the Revolving Credit Period, DART may, upon at least three Business Days’ prior written notice to the contraryAdministrative Agent (which shall promptly notify the Lenders) and any rating agency which has issued a rating on the Commercial Paper Notes, reduce, from time to time by an aggregate amount of $1,000,000 or any integral multiple of $100,000 in excess thereof, the City agrees Aggregate Available Principal Component (with the Aggregate Interest Component relating to such reduced Aggregate Principal Component also being reduced by such reduction and with each Lender’s Commitment, Principal Component and Interest Component being reduced by its Lender Percentage of such reduction); provided that DART may not to terminate this Agreement or reduce the Commitment prior Lenders’ Commitments if the unused portions of the Aggregate Commitments as proposed to be reduced would be less than the aggregate principal of all outstanding Commercial Paper Notes plus an amount equal to the Stated Expiration Date, except upon (i) the payment of any amounts required interest to be paid accrue thereon to maturity. The notice delivered pursuant to the terms of this Agreement preceding sentence must certify that the conditions set forth in the proviso to such sentence have been satisfied and the Fee Letter in the amounts, at the times and in the manner set forth therein (if any), (ii) the payment to the Bank of all Obligations payable hereunder and (iii) the City providing the Bank with thirty (30) days prior written notice of its intent to terminate this Agreement; provided that all payments to the Bank referred to in clause (i) and (ii) above Lenders shall be made in immediately available funds. The City agrees that entitled to rely upon such certification without any termination of this Agreement as a result of the provision of any substitute facility pursuant to the terms of the Ordinance will require, as a condition thereto, that the City or the issuer of such facility will provide funds on the date of such termination or provision in an amount sufficient to pay in full at the time of termination all Obligations due and owing to the Bankfurther investigation. (b) The Commitment Lenders’ Commitments shall terminate on the Commitment Termination Revolving Credit Maturity Date. All Advances then Any Loan outstanding (together with accrued interest thereon) shall be due and payable on the Commitment Termination DateRevolving Credit Maturity Date unless, unless in the case of principal such Advances have Loan has been or would be converted into Bank Loans to a Term Loan pursuant to the terms and provisions of this AgreementAgreement in which case the accrued interest outstanding on such date shall be due and payable on such date. (c) If the Commitment is Commitments are reduced or terminated in its part or in their entirety, all accrued Facility previously paid Commitment Fees shall be payable on nonrefundable. (d) At any time during the effective date of such termination. If Revolving Credit Period, upon not less than 30 days nor more than 45 days prior notice to the amount Administrative Agent and upon satisfaction of the Commitment is reducedfurther conditions specified in this paragraph, DART may terminate the Commitments in their entirety. (e) Upon the issuance of the Initial Senior Lien Obligations and application of the proceeds thereof to the repayment of Loans and Notes as described in Section 5.13(b), the Facility Fee that has accrued on the amount by which the Commitment has been reduced Principal Components shall be payable on the effective date of such reduction together with any amounts required to be paid pursuant reduced to the terms of the Fee Letter, at the times following: (i) Westdeutsche Landesbank Girozentrale Principal Component -- $150,000,000; (ii) Bayerische Landesbank Girozentrale Principal Component -- $150,000,000; (iii) State Street Bank and in the manner set forth thereinTrust Company Principal Component -- $75,000,000; and (iv) Landesbank Baden-Württemberg -- $75,000,000.