Procedures for determining the Technical Assumptions Clause Samples

Procedures for determining the Technical Assumptions. 2.1 Not later than ten Business Days prior to any relevant Calculation Date (or, in the case of a Supplemental Forecast, five Business Days after the Facility Agent's request therefor), the Borrowers shall notify the Facility Agent of its proposals for the Technical Assumptions (if different from the previous Calculation Date) for that Calculation Date. 2.2 Upon receipt of the Technical Assumptions, the Facility Agent may (acting on the advice of the Technical Adviser) adjust the Technical Assumptions by written notice to the Borrowers within five (5) Business Days of such receipt. 2.3 If the Borrowers believes that the Technical Assumptions, as adjusted pursuant to paragraph 2.2, do not reflect what is reasonably expected to occur in the relevant Calculation Period, it shall provide the Facility Agent (and the Technical Adviser) with reasonably detailed explanations therefor within five Business Days of receipt of notice pursuant to paragraph 2.2. If the Borrowers and the Facility Agent (acting on the advice of the Technical Adviser) do not agree to any further adjustment to the Technical Assumptions to reflect the Borrowers' requests then within five Business Days of the Facility Agent's receipt of the detailed explanations, the matter shall be referred to an independent person having the appropriate degree of expertise to determine the matter (the "Independent Expert") appointed by the Facility Agent, following consultation with the Borrowers, on terms that: (a) the Independent Expert shall act as an expert and not as an arbitrator; (b) the Independent Expert shall take into account the fact that the matter referred to it for determination is in the context of a projection by lending banks of the financial position of a company financed on a limited recourse basis; and (c) the Independent Expert shall be required to make a determination of the basis for determination of the value to be attributed to such Technical Assumption within ten Business Days of the same being referred to him or such longer period as the Facility Agent and the Borrowers may agree is necessary and without prejudice to paragraph (a), to state in reasonable detail the grounds for such determination. 2.4 If by the last date on which the Forecast in question shall be prepared by the Borrowers no agreement has been reached and/or the Independent Expert has not made his determination (as required), the relevant Forecast shall be prepared utilising the Technical Assumptions proposed on b...