Common use of Technical Committee Clause in Contracts

Technical Committee. Each Bank hereby appoints and authorizes each of Banc of America Securities LLC, Credit Suisse First Boston, TD Securities (USA) Inc. and The Bank of Nova Scotia to act as its technical committee hereunder and under the other 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 Credit Documents, together with such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, or be a trustee or a fiduciary for any Bank. 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 Credit Documents or any Legal Requirement or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent of its members. Borrower and each Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 10.1 through 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 $10,000,000, ceases to be a Bank hereunder or otherwise resigns from the Technical Committee, the remaining members of the Technical Committee shall appoint a Bank as a successor member to the Technical Committee; provided (i) such Bank shall be a Bank with one of the five largest Commitments at such time among the Banks who are not then members of the Technical Committee and (ii) Borrower does not reasonably disapprove of such Bank within two Banking Days of receipt of notice of such Bank's appointment to the Technical Committee.

Technical Committee. (a) The Board shall establish a Technical Committee which shall constitute the mechanism for the Wholesale Water Customers to exchange informally information and views with the Army concerning operation of the Washington Aqueduct, long-range and strategic planning, and relevant Federal and State legislation and rulemaking concerning the Washington Aqueduct. Each Bank hereby appoints and authorizes each of Banc of America Securities LLC, Credit Suisse First Boston, TD Securities (USA) Inc. and The Bank of Nova Scotia Board Member shall designate one or more persons to act as its technical committee hereunder and under serve on the other Credit Documents (the "Technical Committee", who may be the Board Member and/or individuals from the Board Member’s staff. The Technical Committee shall attempt to reach consensus with the Army on matters which the Army submits to the Board pursuant to Article IV of this Agreement. (b) with such powers as are expressly delegated to The position of Technical Committee Chairperson shall be held by a member of the Technical Committee for a one year term. The position shall be held by a Board Member representing a different Wholesale Water Customer each year and shall rotate in the terms following order: the Fairfax County Water Authority, the District of this Agreement Columbia Water and Sewer Authority, and Arlington County. (1) The Technical Committee shall meet at least quarterly. The Technical Committee Chairperson shall call a special meeting at the written request of another Technical Committee member or whenever the Technical Committee Chairperson considers necessary, provided that the Chairperson shall confer with the other Technical Committee members before setting a date and time for a special meeting and shall, to the maximum extent practicable, not schedule a special meeting at a date and time when a Technical Committee member is not available. (2) The Technical Committee Chairperson shall, to the maximum extent practicable, provide each Technical Committee member and the other Credit DocumentsArmy with written notice of a meeting not less than ten calendar days before the meeting date, together with such other powers as are reasonably incidental theretoa proposed agenda. At least two Technical Committee members representing different Wholesale Water Customers and one or more of the members of the Washington Aqueduct staff referenced in Article III, section 2 of this MOU must be in attendance in order for a meeting to take place. (3) The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Documentthe independent authority to require the Army to take, or be a trustee or a fiduciary for refrain from taking, any Bank. 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 Credit Documents or any Legal Requirement or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent of its members. Borrower and each Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 10.1 through 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 $10,000,000, ceases to be a Bank hereunder or otherwise resigns from the Technical Committee, the remaining members of the Technical Committee shall appoint a Bank as a successor member to the Technical Committee; provided (i) such Bank shall be a Bank with one of the five largest Commitments at such time among the Banks who are not then members of the Technical Committee and (ii) Borrower does not reasonably disapprove of such Bank within two Banking Days of receipt of notice of such Bank's appointment to the Technical Committeeaction.

Technical Committee. (a) The Board shall establish a Technical Committee which shall constitute the mechanism for the Wholesale Water Customers to exchange informally information and views with the Army concerning operation of the Washington Aqueduct, longrange and strategic planning, and relevant Federal and State legislation and rulemaking concerning the Washington Aqueduct. Each Bank hereby appoints and authorizes each member of Banc the Customer Board shall designate one or more persons to serve on the technical Committee, who may be the Board member and/or individuals from the Board member's staff. The Technical Committee shall attempt to reach consensus with the Army on matters which the Army submits to the Board pursuant to Article IV of America Securities LLC, Credit Suisse First Boston, TD Securities this Agreement. (USAb) Inc. and The Bank position of Nova Scotia to act as its technical committee hereunder and under the other Credit Documents (the "Technical Committee") with such powers as are expressly delegated to Committee Chairperson shall be held by a member of the Technical Committee for a one year term. The position shall be held by a member representing a different Wholesale Customer each year and shall rotate in the terms following order: the City of Falls. Church, the District of Columbia Water and Sewer Authority, and Arlington County. (1) The Technical Committee shall meet at least quarterly. The Technical Committee Chairperson shall call a special meeting at the written request of another Technical Committee Member or whenever the Technical Committee Chairperson considers necessary, provided that the Chairperson shall confer with the other Technical Committee members before setting a date and time for a special meeting and shall, to the maximum extent practicable, not schedule a special meeting at a date and time when a Technical Committee Member is not available. (2) The Chairperson shall, to the maximum extent practicable, provide each Technical Committee Member and the Army with written notice of a meeting not less than ten calendar days before the meeting date, together with a proposed agenda. At least two Technical Committee members representing different Wholesale Customers and one or more of the members of the Washington Aqueduct staff referenced in Article Ill, section 2 of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. must be in attendance in order for a meeting to take place. (3) The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Documentthe independent authority to require the Army to take, or be a trustee or a fiduciary for refrain from taking, any Bank. 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 Credit Documents or any Legal Requirement or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent of its members. Borrower and each Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 10.1 through 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 $10,000,000, ceases to be a Bank hereunder or otherwise resigns from the Technical Committee, the remaining members of the Technical Committee shall appoint a Bank as a successor member to the Technical Committee; provided (i) such Bank shall be a Bank with one of the five largest Commitments at such time among the Banks who are not then members of the Technical Committee and (ii) Borrower does not reasonably disapprove of such Bank within two Banking Days of receipt of notice of such Bank's appointment to the Technical Committeeaction.

Technical Committee. Each Bank hereby appoints and authorizes each The Founders of Banc of America Securities LLC, Credit Suisse First Boston, TD Securities (USA) Inc. and The Bank of Nova Scotia to act as its technical committee hereunder and under the other Credit Documents Trust create a Technical Committee (the "Technical Committee") with such powers as are expressly delegated that shall be subject to the following rules: a) It will be integrated permanently by the Founders of the Trust. Each member of the Technical Committee by , shall have right to one vote per Share corresponding to the terms assets of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. trust. b) The Technical Committee shall not have any duties or responsibilities except those expressly set forth instruct in this Agreement or in any other Credit Document, or be a trustee or a fiduciary for any Bank. Notwithstanding anything writing to the contrary contained herein Trustee in order to confer power of attorney in favor of the persons that the Technical Committee appoints, for them to attend to the shareholders' meetings of VISA, representing the SHARES. Furthermore, the Technical Committee shall instruct to the Trustee in order to exercise the vote of the SHARES in such shareholders' meetings, in the direction that the Technical Committee agrees. In the event that the Technical Committee would have been summoned and would have not instructed to the Trustee with respect to whom should be attending the shareholders' meetings of VISA, or in which direction to vote the SHARES, the responsibility of representation shall fall on the persons appointed by the president of the Technical Committee, voting the SHARES in the direction that said president instructs. c) The president of the Technical Committee shall be Mr. Eugenio Garza Laguera axx xx xxx xxxxxxx Mr. Jose Antonio Fernandez Carbajal, and xx xxxxxxx xx xxxx, xhe person appointed between them, the members of the Technical Committee; shall act as secretary the person appointed by the members of the Technical Committee, which may not be a Founder of the Trust. d) The Technical Committee shall meet at least twice a year, the first time during the first quarter of the year and the second on the fourth quarter of the same year, with the option to meet during any other time. The meetings shall be held, in any event, prior notice sent by the Trustee at the president's request, secretary or at least by 3 (three) of its members, with at least 7 (seven) business days prior to the date of the meeting. The notice shall be sent by the Trustee to the members of the Technical Committee, to the domiciles appointed by them. Furthermore, any other matter that requires to be discussed in the Technical Committee meeting, in the meetings that are held the first and fourth quarter of each year shall be reviewed the most relevant operation and strategy issues of VISA. e) The Technical Committee shall be established in the first call, with the attendance of the members of the Technical Committee that represent the majority of the SHARES and in second call with any number of SHARES that are represented. The Technical Committee's resolutions shall be valid when they are voted by the majority of the SHARES that represent the members attending to such Technical Committee, provided that it will be required the vote in favor from the members of the Technical Committee that represent at least 75% of the SHARES and that are represented by at least the SHARES of three members of the Technical Committee in the following issues that are presented for their consideration: (i) change of VISA different to take the change from sociedad anonima de capital variable to sociedad anonima or vice versa; (ii) spin-off of VISA or merger of VISA with other company; (iii) change in corporate purpose of the company; (iv) change in nationality; (v) dissolution and liquidation of the company; (vi) cancellation of the registration of the shares on the Securities and Especial Section of the National Registry of Securities and Intermediaries and on the national or foreign stock exchanges in which they are registered, except in the event of a cancellation of the "D" Shares of VISA, as a consequence of its conversion into "L" Shares of VISA in accordance with its by-laws; (vii) any action operation by which is contrary to this Agreement VISA looses the control of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V., Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa Comercio, S.A. de C.V., or any other Credit Documents company that may have been acquired in accordance with sub-section (viii) hereafter; and (viii) the acquisition by any mean, by VISA or any Legal Requirement or exposes of its subsidiaries, of shares of a company, if the price of such shares exceeds 15% of the consolidated assets of VISA. In any meeting, in the event of a tie, the President shall have casting vote. f) Of each meeting of the Technical Committee Committee, a minute shall be drawn up and signed by the president and the secretary of the Technical Committee, and shall establish in a book that shall be held under Trustee's responsibility and a copy of such minute shall be sent to any liability. All the members of the Committee. g) The decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent of its members. Borrower and each Bank hereby agrees that notified in writing to the protective provisions set forth in Section 5.11 and Sections 10.1 through 10.5 shall apply to and protectTrustee, 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 secretary of the Technical Committee at any time reduces its Commitment to less than $10,000,000, ceases to be a Bank hereunder or otherwise resigns from the Technical Committee, for the remaining duly compliance of the corresponding. h) The members of the Technical Committee may no be removed of their responsibilities, which shall appoint be honorary and as consequence will not have the right to a Bank as a successor any compensation for their performance an in the event of absence or definitive absence, shall be replaced by the person who the member to in question of the Technical Committee; provided (i) , and in the absence of such Bank appointment, the person who will replace the member, shall be a Bank with one of the five largest Commitments at such time among the Banks who are not then members of the Technical Committee and (ii) Borrower does not reasonably disapprove of such Bank within two Banking Days of receipt of notice of such Bank's appointment to appointed by the Technical Committee.

Technical Committee. Each Bank Lender hereby appoints and authorizes each of Banc of America Securities LLCthe Lead Arrangers, Credit Suisse First BostonLyonnais, TD Securities (USA) Inc. and The Bank of Nova Scotia and CoBank to act as its technical committee hereunder and under the other Credit 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 Credit Loan Documents, together with such other powers as are reasonably incidental theretothereto 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 Credit Loan Document, or be a trustee or a fiduciary for any BankLender. 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 Credit Loan 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 Credit Loan Documents shall be made by unanimous consent of four of its five members. Borrower and each Bank Lender hereby agrees that the protective provisions set forth in Section 5.11 and Sections 10.1 9.02 through 10.5 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 $10,000,00020,000,000, 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 Bank hereunder Lender hereunder, is removed pursuant to the immediately preceding sentence or otherwise resigns from the Technical Committee, then the remaining members of Administrative Agent in consultation with the Technical Committee Borrower, shall appoint a Bank Lender as a successor member to the Technical Committee; provided (iI) such Bank Lender shall be a Bank Lender with one of the five ten largest Commitments at such time among the Banks Lenders who are not then members of the Technical Committee and (ii) Borrower does not reasonably disapprove of such Bank Lender within two Banking five (5) Business Days of receipt of notice of such BankLender's appointment to the Technical Committee.

Technical Committee. Each Bank hereby appoints and authorizes each of Banc of America Securities LLC, Credit Suisse First Boston, TD Securities (USA) Inc. and 4.1 The Bank of Nova Scotia to act as its technical committee hereunder and under the other Credit Documents (the "Technical Committee") with such powers as are expressly delegated to the PDAM+ Project will be supervised by a Technical Committee by comprising one member each from the terms original fifteen sponsoring Participants listed in Exhibit C and any additional sponsors that subsequently join the Project. Each Participant can also designate an alternate member. Decisions of this Agreement the Committee shall be binding upon Participants and Contractor and the other Credit Documents, together quorum for the Committee meetings shall be the attendees from six Participants. 4.2 A Participant represented on the Committee will have the right to one vote on that Committee. Such vote can be transferred or cast by proxy with such other powers as are reasonably incidental theretoprior written notification and before a Committee meeting. A Participant may elect not to be represented on the Committee but in so doing that Participant waives its right to a vote. 4.3 The Chairperson of the Committee will be elected by its members. 4.4 The Technical Committee shall not have any duties or responsibilities except those expressly set forth will meet once a year, to review the work conducted in this Agreement or in any other Credit Document, or the previous year and to agree the subsequent years work. In the first year of the PDAM+ Project there will be a trustee or a fiduciary for any Bank. 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 Credit Documents or any Legal Requirement or exposes an additional meeting of the Technical Committee to initiate the Project. Such meetings shall be convened upon at least 21 days written notice unless otherwise agreed by the Committee. 4.5 Contractor or a member of Committee may approach the Chairperson of the Committee and request that an extraordinary meeting be convened. The Chairperson of the Committee shall consider the request and if in agreement that a meeting would benefit the Project convene such a meeting. 4.6 Contractor shall provide the venue for meetings of the Committee together with the appropriate project staff and any liabilityreasonable information required for the business of the meeting, including the necessary secretarial service to record the minutes of the meeting. All documents prepared for the Committee by Contractor shall be circulated in a timely manner. 4.7 Any decisions and determinations made by the Committee shall wherever possible be made by unanimous consent. Should it be necessary for any decision to be made by the Technical Committee hereunder and under casting of votes then the other Credit Documents shall be made by unanimous consent support of its members. Borrower and each Bank hereby agrees that the protective provisions set forth in Section 5.11 and Sections 10.1 through 10.5 shall apply to and protect, mutatis mutandis, each member a majority of the Technical Committee and all determinations, decisions, actions or inactions taken or omitted to members will be taken by the Technical Committeerequired. In the event that any member there is no majority the chairperson shall have the casting vote. 4.8 The Committee will review the progress of the Technical Project together with the costs incurred to date and comment on any technical reports that are issued. The Committee at will also have responsibility for approving any time reduces its Commitment amendments to less than $10,000,000, ceases to be a Bank hereunder or otherwise resigns from the Technical Committee, Project consistent with the remaining members objectives of the Technical Project, subject to the agreement of Contractor to undertake any resulting additional work. In the event that Contractor was to decline to perform any additional work an alternative agent would be approached by Contractor on the instruction of the Committee and the work may be subcontracted according to the conditions of clause 15 of this Agreement. 4.9 The Committee shall appoint a Bank as a successor member have the right to recommend variations in the financial commitment of the Participants. Notwithstanding any other provisions of this Agreement the implementation of such variations shall require the unanimous agreement in writing of the Participants and Contractor before becoming effective. 4.10 The Committee shall have the right to approve applications by other companies or organisations to become Participants in the Project after the Effective Date. 4.11 Prior to the Technical Committee; provided (i) such Bank Effective Date the right to approve proposals by Participants to submit materials and/or technical data in lieu of their financial contribution shall be a Bank with one vested in Contractor. After the Effective Date the right of approval shall transfer to the Committee. Neither Contractor nor the Committee shall approve such arrangements if to do so would increase the financial contribution of the five largest Commitments at other Participants unless those Participant have consented to such time among increase in writing beforehand. Contractor shall circulate to all Participants information regarding all contributions by prospective Participants proposed in lieu of financial contributions in sufficient detail so as to allow all Participants to assess the Banks who are not then members of the Technical Committee and (ii) Borrower does not reasonably disapprove value of such Bank within two Banking Days of receipt of notice of such Bank's appointment to contributions. 4.12 Each Participant will be responsible for all its costs incurred regarding attendance at meetings associated with the Technical CommitteeProject.

Technical Committee. Each Bank hereby appoints and authorizes each of Banc of America Securities LLC, Credit Suisse First Boston, TD Securities (ABN AMRO Bank N.V., Citicorp USA) Inc. , Inc., Deutsche Bank AG, Bayerische Hypo- und Vereinsbank AG, The Royal Bank of Scotland plc and The Bank of Nova Scotia Tokyo-Mitsubishi, Ltd. to act as its technical committee hereunder and under the other 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 Credit Documents, together with such other powers as are reasonably incidental thereto. The Technical Committee shall not have any duties or responsibilities except those expressly set forth in this Agreement or in any other Credit Document, or be a trustee or a fiduciary for any Bank. 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 Credit Documents or any Legal Requirement or exposes the Technical Committee to any liability. All decisions and determinations to be made by the Technical Committee hereunder and under the other Credit Documents shall be made by unanimous consent the affirmative vote of six of its membersmembers (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 other 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 Bank hereby agrees that the protective provisions set forth in Section 5.11 5.10 and Sections 10.1 9.1 through 10.5 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 $10,000,00050,000,000, ceases to be a Bank hereunder hereunder, is removed from the Technical Committee by the Majority Banks or otherwise resigns from the Technical Committee, Borrower shall nominate (and submit such nominations in writing to the 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 that each such nominee shall be a Bank with one of the six largest Commitments at such time among Banks who are not then members of the Technical Committee) and the remaining members of the Technical Committee shall appoint a Bank one of such three nominated Banks as a successor replacement member to the Technical Committee; provided Committee (i) thereafter, such Bank replacement member shall be a Bank with one of have the five largest Commitments at such time among same rights and obligations as the Banks who are not then other members of the Technical Committee and (ii) Borrower does not reasonably disapprove of such Bank within two Banking Days of receipt of notice of such Bank's appointment to the Technical Committee).