Termination and Reduction Fees. If (i) Lender terminates the Revolving Credit Facility after the occurrence of an Event of Default, or (ii) Borrowers terminate the Revolving Credit Facility on a date prior to the Maturity Date, or (iii) Borrowers reduce the Maximum Revolver Amount or if Borrowers and Lender agree to reduce the Maximum Revolver Amount, Borrowers shall pay Lender as liquidated damages (and not as a penalty) a termination or reduction fee, as applicable, in an amount equal to a percentage of the Maximum Revolver Credit (in the case of a termination of the Revolving Credit Facility) or a percentage of the amount of reduction of the Maximum Revolver Amount (in the case of a reduction in the Maximum Revolver Amount) calculated as follows: (A) two percent (2.0%) if the termination or reduction occurs on or before the first anniversary of the Closing Date; (B) one percent (1.0%) if the termination or reduction occurs after the first anniversary of the Closing Date and on or before the second anniversary of the Closing Date; and (C) one-half of one percent (0.50%) if the termination or reduction occurs after the second anniversary of the Closing Date. If the Credit Facility is refinanced in full by a Xxxxx Fargo Bank Regional Commercial Banking Office (and the Credit Facility is terminated in connection therewith) on or after the date that is 18 months after the Closing Date, such refinancing shall not be deemed a termination or reduction resulting in the payment of termination or reduction fees. Schedule 6.1 TO CREDIT AND SECURITY AGREEMENT Deliver to Lender, each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Lender: as soon as available, but in any event within 25 days after the end of each month (a) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow, and statement of owner’s equity with respect to the Borrowers and their respective Subsidiaries during such period and compared to the prior period, prepared in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes, together with a corresponding discussion and analysis of results from management; and (b) a Compliance Certificate along with the underlying calculations, including the calculations to establish compliance with the financial covenants set forth in Section 8 and certain other covenants under this Agreement. as soon as available, but in any event within 25 days after th...
Termination and Reduction Fees. (a) Notwithstanding the foregoing or any other provision of the Agreement or this Fee Letter to the contrary, the Department agrees not to terminate, permanently reduce or replace the Agreement or the Commitment prior to the Stated Expiration Date, except upon (i) the payment by the Department to the Bank of the Termination Fee or a Reduction Fee, as described below, (ii) the payment by the Department to the Bank of all other amounts due and payable under the Agreement and this Fee Letter and (iii) the Department providing the Bank with thirty (30) days prior written notice of its intent to terminate the Agreement and/or terminate or reduce the Commitment; provided, that any such termination of the Agreement or the Commitment shall be in compliance with the terms and conditions of the Issuing and Paying Agent Agreement and the Agreement; provided, further, that no Termination Fee shall become payable if the Agreement is terminated or replaced as a result of the Department’s request in writing that the Commitment be terminated as a result of a reduction of the Bank’s senior unsecured short-term ratings below “P-1” by Moody’s, “A-1” by S&P or “F1” by Fitch. The Department agrees that all payments to the Bank referred to in the preceding paragraph shall be made in immediately available funds.
