Common use of Termination of Commitment Clause in Contracts

Termination of Commitment. In addition to the rights of ODEC under Section 2.17(b), if any Lender requests compensation under Section 2.13 or if ODEC is required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 (and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17(a) so as to eliminate the amounts payable pursuant to Section 2.13 or 2.15), or if any Lender is a Defaulting Lender, then ODEC may, at its sole expense, terminate in whole the Commitment (any such termination, a “Commitment Termination”) of such Lender (a “Noticed Lender”) by delivering a Notice of Commitment Termination to the Administrative Agent substantially in the form of Exhibit K (a “Notice of Commitment Termination”) but only to the extent, if a reallocation of the Loans and Fronting Exposure is required under Section 2.22(c), that (x) the conditions set forth in Section 4.02 are satisfied at the time of such termination (and, unless ODEC shall have otherwise notified the Administrative Agent at such time, ODEC shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any other Lender to exceed such other Lender’s Commitment. Each Notice of Commitment Termination shall specify: (1) the Noticed Lender and the amount of the proposed Commitment Termination (which shall be the entire Commitment of such Noticed Lender), and (2) the requested date of the proposed Commitment Termination (which shall be at least ten (10) days from the date of delivery of the Notice of Commitment Termination). Each Notice of Commitment Termination shall be irrevocable and binding on ODEC. No Commitment Termination shall be effective until the Administrative Agent shall have received any opinion letters, and other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Termination.

Termination of Commitment. In addition The Upsized Notes Commitment shall expire at 5:00 p.m., New York City time, on February 6, 2004 unless at or prior to such time you shall previously have executed and returned to Milbank, Tweed, Xxxxxx & XxXxxx LLP a copy of this Commitment Letter. Notwithstanding the rights previous sentence, this Commitment Letter and all of ODEC under Section 2.17(b)the obligations and undertakings of the parties set forth in this Commitment Letter shall terminate and expire upon the earliest to occur of: (a) May 4, 2004, provided that on the 30-day anniversary of the date hereof and every 30 days thereafter, the parties shall seek to extend the term of this Commitment Letter for another 30 days upon mutual agreement; (b) March 25, 2004, if any Lender requests compensation under Section 2.13 or if ODEC is required to pay additional amounts to any Lender or any Governmental Authority the Company’s Form 10-K for the account fiscal year ending December 26, 2003 has not been filed by or on this date; (c) The 20th calendar day following the filing of the Company’s Form 10-K for the fiscal year ending December 26, 2003, if the Exchange Offer has not been commenced by such 20th day; (d) receipt of written notice from either of the Companies or the Purchasers of the intention to terminate this Commitment Letter upon the occurrence of a material breach, in the case of notice by either of the Companies, by any Lender pursuant to Section 2.15 (Purchaser and, in each casethe case of notice by the Purchasers, by either of the Companies, of its respective obligations, representations or warranties under this Commitment Letter that is not, by its terms, curable or that is, by its terms, curable and is not cured within 10 days after notice of such Lender has declined breach; (e) the filing of any voluntary or is unable involuntary bankruptcy or other insolvency case or proceeding involving either of the Companies; (f) any of the Companies or the Purchasers becoming aware of (i) a determination by a governmental agency that the securities to designate a different lending office in accordance with Section 2.17(a) so as to eliminate the amounts payable be issued pursuant to Section 2.13 the Form S-4 will not be freely tradable or 2.15), or (ii) a determination by the Commission not to take necessary action to permit the Form S-4 to be declared effective if any Lender is a Defaulting Lender, then ODEC may, at its sole expense, terminate in whole the Commitment (any such termination, a “Commitment Termination”) of such Lender (a “Noticed Lender”) by delivering a Notice of Commitment Termination securities to be issued pursuant to the Administrative Agent substantially Form S-4 will be treated as freely tradable, in the form each case by all holders for any reason (other than with respect to any particular holder, due to such holder’s status as an affiliate of Exhibit K (a “Notice of Commitment Termination”) but only to the extent, if a reallocation either of the Loans Companies, as such term is used in Rule 144 under the Securities Act); (g) receipt of written notice from Purchasers representing a majority in principal amount of the Upsized Notes Commitment terminating this Commitment Letter due to Xxxxxx Xxxxxxx LLC’s continuing failure to pay, as required, the fees and Fronting Exposure is required under Section 2.22(c)expenses incurred by Saybrook Restructuring Advisors, that (x) LLC or Milbank, Tweed, Xxxxxx & XxXxxx, LLP, within the conditions periods set forth in Section 4.02 are satisfied at the time relevant agreements between Xxxxxx Xxxxxxx LLC and such parties executed in anticipation of such termination the Restructuring; and (and, unless ODEC shall have otherwise notified the Administrative Agent at such time, ODEC shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any other Lender to exceed such other Lender’s Commitment. Each Notice of Commitment Termination shall specify: (1h) the Noticed Lender and commencement of a proceeding by any court or regulatory authority having jurisdiction over the amount Company seeking to enjoin, restrict, modify or prohibit the Exchange Offer or the issuance of the proposed Commitment Termination (which shall be the entire Commitment of such Noticed Lender), and (2) the requested date of the proposed Commitment Termination (which shall be at least ten (10) days from the date of delivery of the Notice of Commitment Termination). Each Notice of Commitment Termination shall be irrevocable and binding on ODEC. No Commitment Termination shall be effective until the Administrative Agent shall have received any opinion letters, and other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment TerminationUpsized Notes.

Termination of Commitment. In addition (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., Eastern Standard Time, on the Effective Date, (ii) the Revolving Commitment shall terminate on the Revolving Credit Maturity Date, and (iii) the CapEx Commitment shall terminate on the CapEx Conversion Date. (b) The Borrowers may at any time terminate the Revolving Commitment upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the rights Lender of ODEC under Section 2.17(ba cash deposit (or at the discretion of the Lender a backup standby letter of credit satisfactory to the Lender) in an amount equal to 105% of the LC Exposure as of such date), if any (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower Representative shall notify the Lender requests compensation under Section 2.13 or if ODEC is required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant election to terminate the Revolving Commitment under paragraph (b) of this Section 2.15 at least three (and, in each case, such Lender has declined or is unable 3) Business Days prior to designate a different lending office in accordance with Section 2.17(a) so as to eliminate the amounts payable pursuant to Section 2.13 or 2.15), or if any Lender is a Defaulting Lender, then ODEC may, at its sole expense, terminate in whole the Commitment (any effective date of such termination, specifying such election and the effective date thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a “notice of termination of the Revolving Commitment Termination”) delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such Lender notice may be revoked by the Borrower Representative (a “Noticed Lender”) by delivering a Notice of Commitment Termination notice to the Administrative Agent substantially in the form of Exhibit K (a “Notice of Commitment Termination”) but only Lender on or prior to the extent, specified effective date) if a reallocation such condition is not satisfied. Any termination of the Loans and Fronting Exposure is required under Section 2.22(c), that (x) the conditions set forth in Section 4.02 are satisfied at the time of such termination (and, unless ODEC shall have otherwise notified the Administrative Agent at such time, ODEC Revolving Commitment shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any other Lender to exceed such other Lender’s Commitment. Each Notice of Commitment Termination shall specify: (1) the Noticed Lender and the amount of the proposed Commitment Termination (which shall be the entire Commitment of such Noticed Lender), and (2) the requested date of the proposed Commitment Termination (which shall be at least ten (10) days from the date of delivery of the Notice of Commitment Termination). Each Notice of Commitment Termination shall be irrevocable and binding on ODEC. No Commitment Termination shall be effective until the Administrative Agent shall have received any opinion letters, and other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Terminationpermanent.

Termination of Commitment. In addition (i) The Borrower may elect to terminate the Commitment in whole or reduce the Commitment to an amount not less than $25,000,000 on any day by irrevocable written notice to the rights Agent not less than 30 days prior to the proposed date of ODEC under termination or reduction (or upon such shorter notice period as mutually agreed upon by the Borrower and the Agent); provided that (i) the Borrower may not designate a termination date or reduce the Commitment on a date that is earlier than 180 days after the date of this Agreement and (ii) each reduction of the Commitment shall be in a whole multiple of $1,000,000. In the event the Commitment is terminated by the Borrower pursuant to this Section 2.17(b2(h)(i), if any Lender requests compensation under Section 2.13 or if ODEC is required the Borrower shall pay to pay additional amounts to any Lender or any Governmental Authority the Agent for the account of any the Lender pursuant to Section 2.15 (and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17(a) so as to eliminate on the amounts payable pursuant to Section 2.13 or 2.15), or if any Lender is a Defaulting Lender, then ODEC may, at its sole expense, terminate in whole the Commitment (any such termination, a “Commitment Termination”) of such Lender (a “Noticed Lender”) by delivering a Notice of Commitment Termination to the Administrative Agent substantially in the form of Exhibit K (a “Notice of Commitment Termination”) but only to the extent, if a reallocation of the Loans and Fronting Exposure is required under Section 2.22(c), that (x) the conditions set forth in Section 4.02 are satisfied at the time date of such termination (andA) the aggregate principal amount of all outstanding Loans, unless ODEC shall have otherwise notified the Administrative Agent at such time, ODEC shall be deemed to have represented together with accrued and warranted that such conditions are satisfied at such time)unpaid interest thereon, and (yB) all other fees and other amounts, if any, payable hereunder. (ii) The Lender may elect to terminate the Commitment in whole but not in part on any day by irrevocable written notice to the Agent not less than 360 days prior to the proposed date of termination; the Agent shall give such reallocation does not cause notice of termination to the aggregate Revolving Credit Exposure Borrower promptly after its receipt of any other such notice. In the event the Commitment is terminated by the Lender pursuant to exceed such other Lender’s Commitment. Each Notice of Commitment Termination this Section 2(h)(ii), the Borrower shall specify: (1) pay to the Noticed Lender and Agent for the amount account of the proposed Commitment Termination (which shall be the entire Commitment of such Noticed Lender), and (2) the requested date of the proposed Commitment Termination (which shall be at least ten (10) days from Lender on the date of delivery such termination (A) the aggregate principal amount of all outstanding Loans, together with accrued interest thereon and (B) all other fees and other amounts payable hereunder. (iii) The Facility shall automatically terminate on the Notice of Commitment Termination). Each Notice of Commitment date (the “Early Termination shall be irrevocable and binding Date”) that is fifteen (15) days following the date on ODEC. No Commitment Termination shall be effective until which Custodian provides notice to the Administrative Agent to terminate the Control Agreement pursuant to the terms thereof unless a successor Custodian that is reasonably acceptable to the Agent shall have received any opinion lettersbeen appointed. On the Early Termination Date, the outstanding principal amount of all Loans, all accrued but unpaid interest thereon, and all fees, expenses and any other agreementsamounts, documents if any, due hereunder or under any other Transaction Document shall become due and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Terminationpayable.

Termination of Commitment. In addition to the rights of ODEC under Section 2.17(b), if any Lender requests compensation under Section 2.13 or if ODEC is required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 (and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.17(a) so as to eliminate the amounts payable pursuant to Section 2.13 or 2.15), or if any Lender is a Defaulting Lender, then ODEC may, at its sole expense, terminate in whole the Commitment (any such termination, a “Commitment Termination”) of such Lender (a “Noticed Lender”) by delivering a Notice of Commitment Termination to the Administrative Agent substantially in the form of Exhibit K hereto (a “Notice of Commitment Termination”) but only to the extent, if a reallocation of the Loans and Fronting Exposure is required under Section 2.22(c), that (x) the conditions set forth in Section 4.02 are satisfied at the time of such termination (and, unless ODEC shall have otherwise notified the Administrative Agent at such time, ODEC shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any other Lender to exceed such other Lender’s Commitment. Each Notice of Commitment Termination shall specify: (1) the Noticed Lender and the amount of the proposed Commitment Termination (which shall be the entire Commitment of such Noticed Lender), and (2) the requested date of the proposed Commitment Termination (which shall be at least ten (10) days from the date of delivery of the Notice of Commitment Termination). Each Notice of Commitment Termination shall be irrevocable and binding on ODEC. No Commitment Termination shall be effective until the Administrative Agent shall have received any opinion letters, and other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Termination.

Termination of Commitment. In addition If NovaCare requests that the Commitment of a Bank be terminated (the "Bank to be Terminated") pursuant to this Section 5.04(b), such Commitment shall be terminated pursuant to the rights procedures set forth below if each of ODEC under Section 2.17(b), the Banks other than the Bank to be Terminated (the "Remaining Banks") agrees to such request. The Remaining Banks shall not unreasonably withhold such consent if any Lender requests compensation under Section 2.13 or if ODEC NovaCare is required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender requesting a termination pursuant to clause (i) of the first paragraph of Section 2.15 (and, in each case, such Lender has declined or is unable 5.04(b). If the Remaining Banks agree to designate a different lending office in accordance with Section 2.17(a) so as to eliminate the amounts payable pursuant to Section 2.13 or 2.15), or if any Lender is a Defaulting Lender, then ODEC may, at its sole expense, terminate in whole the Commitment (any such termination, a “Commitment Termination”) NovaCare shall notify all of the Banks of the date on which such Lender termination shall be effective (a “Noticed Lender”) by delivering a Notice of Commitment the "Termination Date"). Such notice must be delivered at least three Business Days prior to the Administrative Agent substantially in Termination Date and no more than thirty (30) days following NovaCare's receipt of approval from the form of Exhibit K (a “Notice of Commitment Termination”) but only Remaining Banks to terminate the extent, if a reallocation Bank to be Terminated. The Borrowers shall repay all outstanding Loans of the Loans Bank to be Terminated on the Termination Date and Fronting Exposure is shall pay any amounts required under Section 2.22(c), that (x) 5.06 and any accrued Commitment Fees due to such Bank to be Terminated. The Borrowers also shall repay the conditions set forth in Section 4.02 are satisfied at Loans of the time of Remaining Banks outstanding on the Termination Date if such termination (and, unless ODEC shall have otherwise notified the Administrative Agent at such time, ODEC shall be deemed reduction is necessary to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving sum of Loans and Letters of Credit Exposure of any other Lender outstanding on such date not to exceed such other Lender’s Commitmentthe Commitments (as reduced). Each Notice The following shall occur upon delivery of Commitment Termination shall specify: the foregoing payment: (1) the Noticed Lender Commitment of the Bank to be Terminated and its obligation under outstanding Letters of Credit shall terminate and such Bank shall cease to be a Bank hereunder; (2) the aggregate Commitments of the Banks hereunder shall be reduced by an amount equal to the amount of the proposed Commitment Termination which is being terminated pursuant to clause (which 1) above; and (3) the contingent obligation of each of the Remaining Banks in outstanding Letters of Credit shall be increased so that its share therein shall equal its Ratable Share of such Letters of Credit after giving effect to the entire termination of the Commitment of such Noticed Lender), the Bank to be Terminated. It is acknowledged that the effect of the termination of the Commitment of the Bank to be Terminated pursuant to clause (1) above and the reduction of the Commitments pursuant to clause (2) above includes, without limitation, that the requested date Ratable Shares of each of the proposed Commitment Termination (which Remaining Banks shall be at least ten (10) days from increase ratably and the date aggregate of delivery such increases will equal the Ratable Share of the Notice of Commitment Termination). Each Notice of Commitment Termination shall Bank to be irrevocable and binding on ODEC. No Commitment Termination shall be effective until the Administrative Agent shall have received any opinion letters, and other agreements, documents and instruments requested by and reasonably satisfactory Terminated immediately prior to the Administrative Agent in its reasonable discretion evidencing and setting forth Termination Date. PNC Bank may not be terminated under this Section unless on or before the conditions Termination Date all Letters of such Commitment Termination.Credit have been terminated or replaced by an issuing bank other than PNC Bank. If

Termination of Commitment. In addition (a) Unless previously terminated, (i) the Term Loan Commitment shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate the Revolving Commitment upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the rights Lender of ODEC a cash deposit (or at the discretion of the Lender a backup standby letter of credit satisfactory to the Lender) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with all accrued and unpaid interest thereon. (c) The Borrower shall notify the Lender of any election to terminate the Revolving Commitment under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination, specifying such election and the effective date thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Revolving Commitment shall be permanent. (d) Borrower may reduce the Revolving Commitment to an amount (not less than $5,000,000) that is not less than the sum of (A) all outstanding Revolving Loans as of the date of such reduction, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrower under Section 2.17(b)2.03, if any Lender requests compensation under Section 2.13 or if ODEC is required plus (C) the amount of all Letters of Credit not yet issued as to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender which a request has been given by Borrower pursuant to Section 2.15 (and2.06. Each such reduction shall be in an amount which is not less than $1,000,000, shall be in each case, such Lender has declined or is unable further increments of $1,000,000 and shall be made by providing not less than 7 Business Days prior written notice to designate a different lending office in accordance with Section 2.17(a) so as to eliminate the amounts payable pursuant to Section 2.13 or 2.15), or if any Lender is a Defaulting Lender, then ODEC may, at its sole expense, terminate in whole the Commitment (any such termination, a “Commitment Termination”) of such Lender (a “Noticed Lender”) by delivering a Notice of Commitment Termination to the Administrative Agent substantially in the form of Exhibit K (a “Notice of Commitment Termination”) but only to the extent, if a reallocation of the Loans and Fronting Exposure is required under Section 2.22(c), that (x) the conditions set forth in Section 4.02 are satisfied at the time of such termination (and, unless ODEC shall have otherwise notified the Administrative Agent at such time, ODEC shall be deemed to have represented and warranted that such conditions are satisfied at such time)irrevocable. Once reduced, and (y) such reallocation does the Revolving Commitment may not cause the aggregate Revolving Credit Exposure of any other Lender to exceed such other Lender’s Commitment. Each Notice of Commitment Termination shall specify: (1) the Noticed Lender and the amount of the proposed Commitment Termination (which shall be the entire Commitment of such Noticed Lender), and (2) the requested date of the proposed Commitment Termination (which shall be at least ten (10) days from the date of delivery of the Notice of Commitment Termination). Each Notice of Commitment Termination shall be irrevocable and binding on ODEC. No Commitment Termination shall be effective until the Administrative Agent shall have received any opinion letters, and other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Terminationincreased.

Termination of Commitment. (i) In addition circumstances where a Lender makes a demand pursuant to the rights provisions of ODEC under Section 2.17(b2.11(a) or Section 2.12 or provides a notice pursuant to the provisions of Section 2.11(b), if any Lender requests compensation under Section 2.13 or if ODEC is required the relevant Borrower shall, at its option, either: (A) continue to pay the increased costs or additional amounts to any Lender contemplated by Section 2.11(a) or any Governmental Authority for Section 2.12 or effect the account prepayment or conversion contemplated by Section 2.11(b) without further action; or (B) so long as no Event of any Lender Default has occurred and is continuing, replace all or a portion of the Commitment of such Lenders then making demands pursuant to Section 2.15 2.11(a) or Section 2.12 or providing notices pursuant to Section 2.11(b) (andeach, in each casean “Increased Cost Lender”) by effecting assignments thereof to one or more Eligible Assignees pursuant to the provisions of Section 9.11(a), provided that if less than all of the Commitments of such Lenders are so replaced, such Lender has declined replacement shall be made on a rateable basis among the Increased Cost Lenders. If a Borrower chooses to replace all or a portion of the Commitments of such Lenders, then such Borrower shall notify the Administrative Agent and the Increased Cost Lenders of its intention to effect such replacement and shall use commercially reasonable efforts to effect such replacement for a period of at least ninety (90) days after such Borrower provides such notice. In the event that a Borrower is unable to designate a different lending office in accordance with Section 2.17(a) so as to eliminate replace all of the amounts payable pursuant to Section 2.13 or 2.15), or if any Lender is a Defaulting LenderCommitments of the Increased Cost Lenders, then ODEC such Borrower may, at its sole expenseoption, terminate in whole choose to prepay all or a portion of the outstanding Advances made by the Increased Cost Lenders and reduce the Commitment (any such termination, a “Commitment Termination”) of such each Increased Cost Lender (a “Noticed Lender”) by delivering a Notice of Commitment Termination to the Administrative Agent substantially in the form of Exhibit K (a “Notice of Commitment Termination”) but only to the extent, if a reallocation of the Loans and Fronting Exposure is required under Section 2.22(c), that (x) the conditions set forth in Section 4.02 are satisfied at the time of such termination (and, unless ODEC shall have otherwise notified the Administrative Agent at such time, ODEC shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any other Lender to exceed such other Lender’s Commitment. Each Notice of Commitment Termination shall specify: (1) the Noticed Lender and the amount of such prepayment. In the proposed Commitment Termination (which event that less than all of the Increased Cost Lenders are to be so prepaid, then the Advances made by such Lenders shall be prepaid and the entire Commitment Commitments of such Noticed Lender), and (2) Lenders reduced on a rateable basis among the requested date Increased Cost Lenders. Such prepayment shall be effected by such Borrower prepaying the principal portion of the proposed Commitment Termination (which shall be Advances being repaid plus all accrued and unpaid interest thereon as at least ten (10) days from the date of delivery of the Notice of Commitment Termination). Each Notice of Commitment Termination shall be irrevocable and binding on ODEC. No Commitment Termination shall be effective until the Administrative Agent shall have received any opinion letters, and other agreements, documents and instruments requested by and reasonably satisfactory to the Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of such Commitment Terminationpayment.