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338 339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 the Project Participants and SCPPA, in connection with the various financial, administrative and technical matters which may arise from time to time in connection with conswction and operation of the Project, the Coordinating Committee is hereby established. The Coordinating Committee shall wnsist of one representative from each Project Participant. Each Project Participant shall be entitled to cast a vote equal to the total of its percentage of Generation Entitlement Shares and Generation Cost Shares as set forth in Appendix B hereof and Appendix E of the Construction Management and Operating Agreement (each entitled "Schedule of Generation Entitlement Shazes and Generation Cost Shares"). SCPPA shall be entitled to one non-voting representative. SCPPA and each Project Participant shall, within 30 days after SCPPA has entered into Power Sales Agreements for ]00 percent of the Project output, give notice to SCPPA and each other Project Participant of its representative on the Coordinating Committee. Alternate representatives may be appointed by similar notice to act on the Coordinating Committee, or on any committee established by the Coordinating Committee, in the absence of the regular representative or to act on specified occasions wi[h respect to specified matters. An alternate representative may attend all meetings of the Coordinating Committee but may vote only if the representative for which she/he serves as alternate is absent. No Project ParticipanYs representative shall exercise any greater authority than permitted by the Project Participant or Project Participants which she/he represents. The chairperson of the Coordinating Committee shall be a representative of the Project Manager/Operating Agent. The chairperson of the Coordinating Committee shall be responsible for calling and presiding over meetings of the Coordinating Committee. The Chairperson shall prompUy call a meeting of the Coordinating Committee at the request of any representative in a manner and to the extent permitted by law. Except as provided by Section 18.2 of the Construction Management and Operating Agreement, all actions taken by the Coordinating Committee shall require an affumative vote of (i) no less than three representatives of Project Participants having Generation Entitlement Shazes aggregating at least sixty-five percent (65%) or (ii) all or all but one of the Project Participanu; provided, however, if a proposed action before the Coordinating Committee or the SCPPA Board of Directors relates to a single series of Bonds (e.g., Project A Bonds but not Project B Bonds or Project C Bonds) and a Project Participant determines, in good faith, that such proposed action will not adversely affect, economically or otherwise, the Project Participant, such Project Participant agrees that it shall not uareasonably withhold its affumative vote with respect to such proposed action. Conducting of Coordinating Committee meetings and actions taken by the Coordinating Committee may be taken by vote given in an assembled meeting or by telephone, video con%rencing, telegraph, telex, letter, e-mail or by any combination thereof, to the extent permitted by law. 6.2 Committee Responsibilities. The Coordinating Committee shall have the following responsibilities: 6.2.1 If the preconstruction studies or activities have not been completed by the Effective Date of this Agreement, oversee the continuation and completion of such studies or activities. 6.2.2 6.23 Provide liaison among SCPPA and the Project Participants at the management level with respect to the conshvction and operation of the Project. Exercise general supervision over any committee established pursuant to Section 6.4. 45049822.18 (PSA Projat A)