Common use of Technical Committee Clause in Contracts

Technical Committee. Each Lender hereby appoints and authorizes each of the Lead Arrangers, Credit Lyonnais, The Bank of Nova Scotia and CoBank to act as its technical committee hereunder and under the other Loan Documents (the "Technical Committee") with such powers as are expressly delegated to the Technical Committee by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto and the power to appoint each of its additional members. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Loan Document, or be a trustee or a fiduciary for any Lender. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any other Loan Documents or any Requirement of Law or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Loan Documents shall be made by consent of four of its five members. Borrower and each Lender hereby agrees that the protective provisions set forth in Sections 9.02 through 9.05 shall apply to and protect, mutatis mutandis, each member of the Technical Committee and all determinations, decisions, actions or inactions taken or omitted to be taken by the Technical Committee. In the event that any member of the Technical Committee at any time reduces its Commitment to less than $20,000,000, either the Borrower or the Administrative Agent may request the remaining members of the Technical Committee to have such Lender removed. In the event that any member of the Technical Committee at any time ceases to be a Lender hereunder, is removed pursuant to the immediately preceding sentence or otherwise resigns from the Technical Committee, then the Administrative Agent in consultation with the Borrower, shall appoint a Lender as a successor member to the Technical Committee; provided (I) such Lender shall be a Lender with one of the ten largest Commitments at such time among the Lenders who are not then members of the Technical Committee and (ii) Borrower does not disapprove of such Lender within five (5) Business Days of receipt of notice of such Lender's appointment to the Technical Committee.

Technical Committee. Each Lender Bank hereby appoints and authorizes each of the Lead ArrangersCredit Suisse First Boston, Credit LyonnaisABN AMRO Bank N.V., Citicorp USA, Inc., Deutsche Bank AG, Bayerische Hypo- und Vereinsbank AG, The Royal Bank of Scotland plc and The Bank of Nova Scotia and CoBank Tokyo-Mitsubishi, Ltd. to act as its technical committee hereunder and under the other Loan Credit Documents (the "Technical Committee") with such powers as are expressly delegated to the Technical Committee by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto and the power to appoint each of its additional membersthereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Loan Credit Document, or be a trustee or a fiduciary for any LenderBank. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any other Loan Credit Documents or any Legal Requirement of Law or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Loan Credit Documents shall be made by consent the affirmative vote of four six of its members (provided that if any single member of the Technical Committee shall fail to approve or disapprove any matter before it within 20 Banking Days from the date that at least five membersother members of the Technical Committee shall have approved such matter, then such matter shall be deemed to be approved by such member). Borrower and each Lender Bank hereby agrees that the protective provisions set forth in Section 5.10 and Sections 9.02 9.1 through 9.05 9.5 shall apply to and protect, mutatis mutandis, each member of the Technical Committee and all determinations, decisions, actions or inactions taken or omitted to be taken by the Technical Committee. In the event that any member of the Technical Committee at any time reduces its Commitment to less than $20,000,00050,000,000, either the Borrower or the Administrative Agent may request the remaining members of the Technical Committee to have such Lender removed. In the event that any member of the Technical Committee at any time ceases to be a Lender Bank hereunder, is removed pursuant to from the immediately preceding sentence Technical Committee by the Majority Banks or otherwise resigns from the Technical Committee, then Borrower shall nominate (and submit such nominations in writing to the Administrative Agent in consultation with the Borrower, shall appoint a Lender as a successor member to remaining members of the Technical Committee; ) three Banks as a potential replacement member within five Banking Days after the occurrence of any such event (provided (I) that each such Lender nominee shall be a Lender Bank with one of the ten six largest Commitments at such time among the Lenders Banks who are not then members of the Technical Committee) and the remaining members of the Technical Committee and (ii) Borrower does not disapprove shall appoint one of such Lender within five (5) Business Days of receipt of notice of such Lender's appointment three nominated Banks as a replacement member to the Technical Committee (thereafter, such replacement member shall have the same rights and obligations as the other members of the Technical Committee).

Technical Committee. Each Lender Bank hereby appoints and authorizes each of the Lead Arrangers, Credit Lyonnais, The Bank Arrangers and each of Nova Scotia and CoBank the Co-Documentation Agents to act as its technical committee hereunder and under the other Loan Credit Documents (the "Technical Committee") with such powers as are expressly delegated to the Technical Committee by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto and the power to appoint each of its additional membersthereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Loan Credit Document, or be a trustee or a fiduciary for any LenderBank. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any other Loan Credit Documents or any Legal Requirement of Law or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Loan Credit Documents shall be made by unanimous consent of four of its five members. Borrower and each Lender Bank hereby 108 123 agrees that the protective provisions set forth in Sections 9.02 10.1 through 9.05 10.5 shall apply to and protect, mutatis mutandis, each member of the Technical Committee and all determinations, decisions, actions or inactions taken or omitted to be taken by the Technical Committee. In the event that any member of the Technical Committee at any time reduces its Commitment to less than $20,000,000, either the Borrower or the Administrative Agent may request the remaining members of the Technical Committee to have such Lender removed. In the event that any member of the Technical Committee at any time 10,000,000 ceases to be a Lender hereunder, is removed pursuant to the immediately preceding sentence Bank hereunder or otherwise resigns from the Technical Committee, then the Administrative Agent in consultation with remaining members of the Borrower, Technical Committee shall appoint a Lender Bank as a successor member to the Technical Committee; provided (Ii) such Lender Bank shall be a Lender Bank with one of the ten five largest Commitments at such time among the Lenders Banks who are not then members of the Technical Committee and (ii) Borrower does not reasonably disapprove of such Lender Bank within five (5) Business two Banking Days of receipt of notice of such LenderBank's appointment to the Technical Committee.

Technical Committee. Each Lender Bank hereby appoints and authorizes each of the Lead ArrangersCIBC World Markets Corp., Credit LyonnaisSuisse First Boston, TD Securities (USA) Inc. and The Bank of Nova Scotia and CoBank to act as its technical committee hereunder and under the other Loan Credit Documents (the "Technical Committee") with such powers as are expressly delegated to the Technical Committee by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto and the power to appoint each of its additional membersthereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Loan Credit Document, or be a trustee or a fiduciary for any LenderBank. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any other Loan Credit Documents or any Legal Requirement of Law or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Loan Credit Documents shall be made by unanimous consent of four of its five members. Borrower and each Lender Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 9.02 10.1 through 9.05 10.5 shall apply to and protect, mutatis mutandis, each member of the Technical Committee and all determinations, decisions, actions or inactions taken or omitted to be taken by the Technical Committee. In the event that any member of the Technical Committee at any time reduces its Commitment to less than $20,000,00010,000,000, either the Borrower or the Administrative Agent may request the remaining members of the Technical Committee to have such Lender removed. In the event that any member of the Technical Committee at any time ceases to be a Lender hereunder, is removed pursuant to the immediately preceding sentence Bank hereunder or otherwise resigns from the Technical Committee, then the Administrative Agent in consultation with remaining members of the Borrower, Technical Committee shall appoint a Lender Bank as a successor member to the Technical Committee; provided (Ii) such Lender Bank shall be a Lender Bank with one of the ten five largest Commitments at such time among the Lenders Banks who are not then members of the Technical Committee and (ii) Borrower does not reasonably disapprove of such Lender Bank within five (5) Business two Banking Days of receipt of notice of such LenderBank's appointment to the Technical Committee.

Technical Committee. Each Lender Bank hereby appoints and authorizes each of the Lead ArrangersBanc of America Securities LLC, Credit LyonnaisSuisse First Boston, TD Securities (USA) Inc. and The Bank of Nova Scotia and CoBank to act as its technical committee hereunder and under the other Loan Credit Documents (the "Technical Committee") with such powers as are expressly delegated to the Technical Committee by the terms of this Agreement and the other Loan Credit Documents, together with such other powers as are reasonably incidental thereto and the power to appoint each of its additional membersthereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Loan Credit Document, or be a trustee or a fiduciary for any LenderBank. Notwithstanding anything to the contrary contained herein the Technical Committee shall not be required to take any action which is contrary to this Agreement or any other Loan Credit Documents or any Legal Requirement of Law or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Loan Credit Documents shall be made by unanimous consent of four of its five members. Borrower and each Lender Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 9.02 10.1 through 9.05 10.5 shall apply to and protect, mutatis mutandis, each member of the Technical Committee and all determinations, decisions, actions or inactions taken or omitted to be taken by the Technical Committee. In the event that any member of the Technical Committee at any time reduces its Commitment to less than $20,000,00010,000,000, either the Borrower or the Administrative Agent may request the remaining members of the Technical Committee to have such Lender removed. In the event that any member of the Technical Committee at any time ceases to be a Lender hereunder, is removed pursuant to the immediately preceding sentence Bank hereunder or otherwise resigns from the Technical Committee, then the Administrative Agent in consultation with remaining members of the Borrower, Technical Committee shall appoint a Lender Bank as a successor member to the Technical Committee; provided (Ii) such Lender Bank shall be a Lender Bank with one of the ten five largest Commitments at such time among the Lenders Banks who are not then members of the Technical Committee and (ii) Borrower does not reasonably disapprove of such Lender Bank within five (5) Business two Banking Days of receipt of notice of such LenderBank's appointment to the Technical Committee.