Integration Committee. As soon as practicable following the date hereof, Dynegy and Illinova will create an Integration Committee (the "INTEGRATION COMMITTEE") initially consisting of five members appointed by Dynegy and five members appointed by Illinova, the chairman of which shall initially be a senior Illinova manager, which will meet from time to time with respect to the planned integration of Illinova's and Dynegy's businesses after the Closing, including with respect to each company's power generation facilities, trading operations, petroleum liquids facilities or otherwise. The Integration Committee will have no authority to control, manage, operate or participate in the management of either Dynegy or Illinova, but will be advisory only. Each member of the Integration Committee will have responsibility only to the entity that appointed such member. To the extent not prohibited by applicable laws, regulations and licenses and permits, the Integration Committee and each member thereof will have access to the business, facilities and records of Dynegy or Illinova, as applicable, to the same extent granted to senior personnel employed by Dynegy or Illinova, as applicable. Illinova and Dynegy's employees will cooperate with members of the Integration Committee in obtaining such access and in promptly responding to all inquiries concerning such business, facilities and records. Access to a party's business, facilities and records by the individuals selected by the other party will be pursuant to existing procedures for access to such business, facilities and records. The Integration Committee will consult with the management of Illinova and Dynegy at regular intervals (but not less frequently than bi-monthly) concerning the progress of the proposed integration of the two companies' business and operations.
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Sources: Merger Agreement (Dynegy Inc), Merger Agreement (Illinova Corp)