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462 463 the Project Agreements. Each such committee shall be responsible to the Coordinating Committee. 464 6.5 Written Record. All actions, resolutions, determinations and reports made by the 465 Coordinating Committee as required by this Agreement shall be set forth in a written record 466 or its minutes. 467 6.6 Chan e� in Representative. Each Project Participant shall promptly give notice to the other 468 Project Participants and SCPPA of any changes in the designation of its representative on any 469 committee, and SCPPA shall promptly give notice to the Project Participants of any changes 470 in the designation of its representative on any committee. 471 6.7 Costs of Consultants. Costs (or the applicable portion thereo� of consultants and others 472 employed or appointed by the Coordinating Comminee to perform the duties required 473 hereunder shall be included in tbe Cost of Acquisition and Construction or Total Monthly 474 Power Costs, as appropriate, and shall be billed to SCPPA, Ihe Project Manager or the 475 Operating Agent, as appropriate. 476 477 478 479 480 481 482 483 484 485 486 487 488 489 490 491 492 493 494 495 496 497 498 499 500 501 502 503 6.8 Renresentative's Expenses. Any expenses incurred by any representative of any Project Participant or group of Project Participants serving on the Coordinating Committee or any other committee in connection with his/her duties on such committee shall be paid by the Project Participant or Project Participants which he/she represents and shall not be payable under this Agreement. 69 Inaction by Committee. It is recognized by SCPPA and the Project Participants that if the Coordinating Committee is unable to or fails to agree with respect to any matter or dispute which it is authorized to determine, resolve, approve, disapprove or otherwise act upon after a reasonable opportunity to do so, or within the time limits specified in the Construction Management and Operating Agreement, then the Project Manager or the Operating Agent is authorized to take such action, in a manner consistent with Prudent Utility Practice, as in its discretion is necessary for its tunely performance under the Construction Management and Operating Agreement pending the resolution of any such inability or failure to agree, but nothing herein shall be conswed to allow the Project Manager or the Operating Agent to act in violation of the express terms of the Construction Management and Operating Agreement or this Agreement. 6.10 Comnliance With Indentures. It is recognized by SCPPA and the Project A Participants that the planning, financing, construction, acquisition, operation and maintenance of the Project must comply in all respects with requ'uements of the Indenhues and all licenses, permits and regulatory provisions necessary for such planning, fmancing, construction, acquisition, operation and maintenance and it is therefor agreed that, notwithstanding Section 6.9 or any other provision of this Agreement, no action by the Coordinating Committee, the Project Manager or the Operating Agent shall require SCPPA to act in any manner inconsistent with any such requirements or to refrain from acting as thereby required and if the Coordinating Committee, the Project Manager or the Operating Agent shall fail to make recommendations or act with respect to any matter in connection with which action is required to be taken pursuant to any of the foregoing, SCPPA shall take such action as is appropriate to assure compliance with the foregoing. 45049822.1 B (PSA Pryec� A) �2