Common use of Coordination Committee Clause in Contracts

Coordination Committee. 18.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems which may arise from time to time under this Agreement, the Coordination Committee shall remain in existence during the term of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement. 18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San ▇▇▇▇ Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares of the Participants in a Unit or common property as defined in Section 6.2; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any action or determination of the Coordination Committee related to common property as set forth in Section 6.2.6 and involving an expenditure greater than five million dollars ($5,000,000) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants. 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, as defined in Section 18.4; provided, however, in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives of the respective Participants entitled to vote thereon, and such action or determination subsequently shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in the event the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San ▇▇▇▇ Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter subject to the voting requirements of Section 18.4.3, then an impasse shall be deemed to exist and the Participants which are signatories to the Underground Coal Sales Agreement then in effect shall have the obligation and the responsibility, consistent with Prudent Utility Practice, to maintain a supply of coal to the San ▇▇▇▇ Project.

Coordination Committee. 18.1 As 7.1 Coordination Committee Inauguration and Authorization The Parties shall form a means Coordination Committee under this Agreement. Within 30 days of securing the Effective Date, each of the Parties shall appoint two representatives, a principal and an alternate, to serve as members of the Coordination Committee with the authority to act on their behalf with respect to actions or decisions taken by the Coordination Committee. A Party may, at any time upon providing prior notice to the other Party, designate a replacement principal member or alternate member to the Coordination Committee. 7.2 Coordination Committee Duties and Responsibilities The Coordination Committee exists to administer the implementation of the provisions of this Agreement. The Coordination Committee shall develop and adopt policies, instructions, and recommendations relating to the Parties' performance of their obligations under this Agreement, attempt to resolve Disputes between the Parties pursuant to Article 17.0 of this Agreement, and shall undertake any other actions specifically delegated to it pursuant to this Agreement. The Coordination Committee shall undertake to jointly develop and authorize Operating Instructions to implement the intent of this Agreement in accordance with Schedule B, ‘Procedures for Development and Authorization of Operating Instructions’. To the extent that the Operating Instructions require participation by Local Control Centers and Transmission Owners in New England or the Maritimes Reliability Coordinator Area, those entities will be involved in the development process. Should the terms and conditions contained in this Agreement be found to conflict with or fail to recognize obligations of a Standards Authority of which either Party is a member or other regulatory requirements the Parties agree to amend this Agreement accordingly. Any effective cooperation recommendations on revisions to this Agreement shall be provided to each Party’s appropriate corporate officers for approval. 7.3 Limitations of Coordination Committee Authority With the exception of the Schedules, the Coordination Committee is not authorized to modify or amend any of the terms of this Agreement. The Coordination Committee has no authority to commit either Party to any expenditure that is beyond those expenses described herein. 7.4 Exercise of Coordination Committee Duties The Coordination Committee shall hold meetings no less frequently than once each calendar year. The matters to be addressed at all meetings shall be specified in an agenda, which shall contain items specified by either Party in advance of the meeting and interchange sent to the representatives of information and the other Party. All decisions of providing consultation the Coordination Committee must be unanimous. Special meetings may be called at any time if the Coordination Committee deems such meetings to be necessary or appropriate. Subject to the limitations on a prompt and orderly basis among the Participants its authority as described in connection with various administrative and technical problems which may arise from time to time under Section 7.3 of this Agreement, the Coordination Committee shall remain in existence during has the term responsibility and authority to take action on all aspects of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement. 18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptlyincluding, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred but not limited to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San ▇▇▇▇ Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following votefollowing: (a) More than a sixtyamending, adding or canceling Schedules, or Operating Instructions and providing written notice in accordance with Article 17.0 (b) assessment of non-six and two thirds percent compliance with this Agreement and, subject to Article 17.0, the taking of appropriate action in respect thereof; (66 2/3%c) majority documentation of decisions related to the Participation Shares initial resolution of Disputes as set out in Article 17.0,or in cases of unresolved Disputes, the Participants circumstances relevant to the Dispute in a Unit or common property question as defined in Section 6.2contemplated by the requirements of Article 17.0; and (bd) More than a sixty-six preparation, documentation, retention and two thirds percent (66 2/3%) majority distribution of the number of individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any action or determination of the Coordination Committee related to common property as set forth in Section 6.2.6 and involving an expenditure greater than five million dollars ($5,000,000) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants. 18.5 The Coordination Committee shall keep written meeting minutes and records of all meetings. Any action or determination made by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, as defined in Section 18.4; provided, however, in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives of the respective Participants entitled to vote thereon, and such action or determination subsequently shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to voteagendas. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in the event the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San ▇▇▇▇ Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter subject to the voting requirements of Section 18.4.3, then an impasse shall be deemed to exist and the Participants which are signatories to the Underground Coal Sales Agreement then in effect shall have the obligation and the responsibility, consistent with Prudent Utility Practice, to maintain a supply of coal to the San ▇▇▇▇ Project.

Coordination Committee. 18.1 As ‌ (a) Holdings and DOE will establish a means coordination committee promptly after the date of securing effective cooperation this Agreement (the “Coordination Committee”), which shall be composed of two (2) representatives from Holdings and interchange two (2) representatives from DOE. Each of information Holdings and DOE may replace its respective representatives at any time by providing written notice to the other Person. The Coordination Committee shall coordinate and manage the efforts of providing consultation on the Clean Line Entities and DOE relating to the Project and provide a prompt forum for updates, discussion and orderly basis among attempted resolution of any relevant issues with respect to the Participants in connection with various administrative Transaction Documents and technical problems which may arise from time the Project. (b) Prior to time under this Agreementthe occurrence of Project Completion, the Coordination Committee shall remain in existence during meet not less than once a month, and from and after the term occurrence of this Agreement. Except as otherwise expressly provided in this AgreementProject Completion, the Coordination Committee shall have no authority to modify any of meet not less than once a fiscal quarter, in each case at mutually convenient times, locations or means as the provisions of this Agreement. 18.2 Coordination Committee shall determine. The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of will have the Participants may designate an alternate or substitute authority to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or create sub-committees to act on specified occasions or with respect to specified mattersconsider specific issues whenever it deems appropriate. Each Participant of Holdings and DOE shall notify have the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson right to call a special meeting of the Coordination Committee shall upon not less than five (5) Business Days’ prior written notice to the other Person. One (1) of Holdings’ representatives will be a representative employed by designated as the Operating AgentChair of the Coordination Committee. Holdings and DOE may submit any item for inclusion on any agenda of any Coordination Committee meeting. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee(c) Subject to Section 7.4(a), the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 Any action or determination meetings of the Coordination Committee shall require a vote quorum consisting of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee one representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1of each of Holdings and DOE. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1quorum is not present at the commencement of any meeting, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 Chair will reschedule the meeting to take place within the following ten (10) Business Days and 18.4.3 shall be adjusted in proportion will give notice of such scheduled meeting to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San ▇▇▇▇ Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares of the Participants in a Unit or common property as defined in Section 6.2; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any action or determination of the Coordination Committee related to common property as set forth in Section 6.2.6 and involving an expenditure greater than five million dollars ($5,000,000) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants. 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of on the Coordination Committee, as defined in Section 18.4; provided, however, in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives of the respective Participants entitled to vote thereon, and such action or determination subsequently shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in the event the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San ▇▇▇▇ Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter subject to the voting requirements of Section 18.4.3, then an impasse shall be deemed to exist and the Participants which are signatories to the Underground Coal Sales Agreement then in effect shall have the obligation and the responsibility, consistent with Prudent Utility Practice, to maintain a supply of coal to the San ▇▇▇▇ Project.

Coordination Committee. 18.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems which may arise from time to time under this Agreement, the Coordination Committee shall remain in existence during the term of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement. 18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San ▇▇▇▇ Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units18. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares of the Participants in a Unit or common property as defined in Section 6.2; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any action or determination of the Coordination Committee related to common property as set forth in Section 6.2.6 and involving an expenditure greater than five million dollars ($5,000,000) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants. 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, as defined in Section 18.4; provided, however, in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives of the respective Participants entitled to vote thereon, and such action or determination subsequently shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in the event the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San ▇▇▇▇ Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter subject to the voting requirements of Section 18.4.3, then an impasse shall be deemed to exist and the Participants which are signatories to the Underground Coal Sales Agreement then in effect shall have the obligation and the responsibility, consistent with Prudent Utility Practice, to maintain a supply of coal to the San ▇▇▇▇ Project.

Coordination Committee. 18.1 9.1. As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems problems, which may arise from time to time under in connection with the terms and, conditions of this Co-Tenancy Agreement, the parties hereto hereby establish a Coordination Committee. 9.2. The Coordination Committee shall remain consist of one representative from each Participant, who shall be an officer of the Participant, except in existence during the term case of Salt River Project, in which case the representative shall be either the General Manager or the General Manager’s designee. It shall be the function and responsibility of the Coordination Committee to consider such matters as are herein specifically provided and as may be provided from time to time by amendment of or supplement to this Co-Tenancy Agreement 9.3. Except as otherwise expressly provided in this Agreement, the The Coordination Committee shall have no authority to modify any of the provisions of this Co-Tenancy Agreement. 18.2 The 9.4. Each Participant shall notify the other Participants promptly of the designation of its representative or representatives on the Coordination Committee shall consist and of one representative from each Participant who shall be an officer or other duly authorized representative of a Participantany subsequent change in such designation. Any of the Participants may may, by written notice to the other Participants, designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on member of the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 9.5. Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San ▇▇▇▇ Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent With respect to actions or determinations that do not pertain to the Switchyard Facilities or Decommissioning: (66 2/3%i) majority of the Participation Shares The affirmative vote of the Participants in a Unit or common property as defined in Section 6.2owning at least 75% of the Net Effective Generating Capacity; and (ii) the affirmative vote of at least 60% of the individual Participants. For purposes of this Section 9.5(a)(ii) (or Sections 9.5(b)(i)(B) or 9.5(b)(ii)(B)) and any other provisions requiring the vote of a committee, for any two or more Participants where: (i) one of the Participants directly or indirectly controls the other Participant(s) or (ii) the Participants are under common control (e.g., subsidiaries or affiliates), such two or more Participants shall be deemed one individual Participant and represent one individual vote. (b) More than With respect to actions or determinations that pertain to the Switchyard Facilities or Decommissioning: (i) For a sixty-six and two thirds percent (66 2/3%) majority of matter pertaining to the number of individual Participants having Switchyard Facilities, the right to vote on a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any particular action or determination shall be based on a Participant’s ownership interest in that portion of the Switchyard Facilities that is the subject of the particular action or determination, and shall require (A) the affirmative vote of the Participants owning at least 75% of the ownership interest in such portion of the Switchyard Facilities and (B) the affirmative vote of at least 60% of such individual Participants; and (ii) For a matter pertaining to Decommissioning, the right to vote on a particular action or determination shall be based on a Participant’s Decommissioning obligation as a Decommissioning Participant in that portion of the Decommissiong obligation that is the subject of the particular action or determination, and shall require (A) the affirmative vote of the Participants having at least 75% of Decommissioning obligation and (B) the affirmative vote of at least 60% of such individual Participants. 9.6. Notwithstanding Section 9.5, any actions or determinations of the Coordination Committee related to common property the matters set forth below shall require the unanimous vote of the Participants: (a) Any change in a Participant’s share of Net Effective Generating Capacity or energy, or ancillary services therefrom, except as provided in Section 20.2, or increase of a Participant’s share of the operating expenses or capital expenditures of the Four Corners Project; (b) Except as set forth in Section 6.2.6 and involving 9.9, approval of a Capital Improvement with an expenditure greater than five million dollars ($5,000,000) shall require estimated cost, at the following vote: (a) More than an eighty-two percent (82%) majority time of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants. 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made consideration by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, in excess of $200,000,000, as adjusted for increases or decreases in the Consumer Price Index occurring after July 16, 2016; or (c) A decision to rebuild ▇▇▇▇ ▇ or Unit 5 of the Four Corners Project if all or substantially all of Unit 4 or Unit 5 is destroyed or damaged. 9.7. For purposes of Section 9, a “Capital Improvement” shall have the meaning set forth in Section 5.5(a), but also mean a singular project for which the total aggregate cost, which may include multiple purchase orders and multiple contractors, exceeds $200,000,000.00. In the event a Capital Project involves Unit 4 or Unit 5, each unit shall be treated separately and the $200,000,000 amount shall apply per unit and not be aggregated. 9.8. In no event may the Operating Agent, as that term is defined in the Operating Agreement, claim that a Capital Improvement meeting the definitions set forth in Section 18.4; provided5.5(a) and Section 9.7, howeveris necessary to operate the Four Corners Project in accordance with Prudent Utility Practice, as provided for in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives Section 14.4 of the respective Participants entitled Operating Agreement. 9.9. Beginning on July 6, 2016, Section 9.6(b) shall not apply to vote thereonthe installation of selective catalytic reduction equipment on either Unit 4 or Unit 5, as required by federal law (“SCR Projects”) and such action or determination subsequently SCR Projects shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in 9.5. 9.10. In the event that the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, does not approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San ▇▇▇▇ Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter Capital Project subject to the voting requirements of Section 18.4.39.6(b), then an impasse the Participant(s) that voted against the Capital Project shall be deemed to exist and work in good faith with the Participants which are signatories that voted in favor of the Capital Project, in order to assure the continued operation of the Four Corners Project, including commercially reasonable efforts by the Participants that voted against the Capital Improvements Project to sell their interests in the Four Corners Project. If the Participants cannot agree on a sale or transfer of their respective rights, titles and interests to the Underground Coal Sales Agreement then in effect Four Corners Project, pursuant to Section 13, the Participants agree that each of them shall have the right to seek equitable relief, without being subject to the dispute resolution requirements of Section 19. 9.11. In the event one or more Participants abstains from a vote governed by Section 9.5, does not participate in consideration of a particular matter, notwithstanding the opportunity to do so, or is not entitled to vote pursuant to Section 20.2 of this Co-Tenancy Agreement, actions or determinations brought before the Coordination Committee shall require the affirmative vote of: (a) the Participants owning at least 75% of the remaining Net Effective Generating Capacity (after subtracting the percentage of Net Effective Generating Capacity owned by the abstaining, non-participating, or defaulting Participant(s) and except as provided in (c) below); (b) at least 60% of the individual Participants that are voting; and (c) with respect to actions or determination that pertain to the Switchyard Facilities or Decommissioning. (i) For a matter pertaining to the Switchyard Facilities, the right to vote on a particular action or determination shall be based on a Participant’s ownership interest in that portion of the Switchyard Facilities that is the subject of the particular action or determination, and shall require (A) the affirmative vote of the Participants owning at least 75%. of the remaining ownership interest in such portion of the Switchyard Facilities and (B) the affirmative vote of at least 60% of such individual Participants that are voting. (ii) For a matter pertaining to Decommissioning, the right to vote on a particular action or determination shall be based on a Participant’s Decommissioning obligation as a Decommissioning Participant in that portion of the Decommissiong obligation that is the subject of the particular action or determination, and shall require (A) the affirmative vote of the Participants having at least 75% of the remaining Decommissioning obligation and (B) the responsibilityaffirmative vote of at least 60% of such individual Participants that are voting. 9.12. In the event one or more Participants abstains from or does not participate in a vote governed by Section 9.6, consistent or cannot vote as a result of a default, actions or determinations brought before the Coordination Committee shall require the unanimous affirmative vote of the voting Participants. 9.13. A Participant shall abstain from voting on any matter if the Participant has a conflict of interest with Prudent Utility Practicerespect to that matter. 9.14. Each Participant shall advise the Coordination Committee if the Participant has a conflict of interest with respect to any matter being considered by the Coordination Committee, provided that the failure of a Participant to advise the Coordination Committee of a conflict of interest shall not relieve that Participant of its obligation to abstain from voting on the matter. A conflict of interest shall include matters relating to the new uses of land or other property rights for the Four Corners Project and contracts or other agreements to provide goods or services (other than the services provided by the Operating Agent), including fuel, to maintain the Four Corners Project, where such Participant or such Participant’s parent or an affiliate of such Participant is the counterparty to such contract or agreement. The determination of whether a supply conflict of coal interest exists shall be made by the Coordination Committee. 9.15. For the avoidance of doubt, in the event of matters involving directly or indirectly the permanent shutdown of the operations of the Four Corners Project and/or the termination of the 2016 Four Corners Coal Supply Agreement, as amended and including the 2025 Four Corners Coal Supply Agreement (the “CSA”), NTEC affirmatively agrees and acknowledges that it will or may have a conflict of interest in such matter(s), and expressly agrees that neither NTEC, nor any successor in interest or assignee (whether pursuant to Section 12 or otherwise): (i) shall oppose or object to such matter(s) or (ii) shall have any vote as to such matter(s). This provision overrides and supersedes anything contrary to, or directly or indirectly inconsistent with, this provision in the San ▇▇▇▇ ProjectProject Agreements, the CSA, or any other related documents.

Coordination Committee. 18.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems which may arise from time to time under this Agreement, the Coordination Committee shall remain in existence during the term of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement. 18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 18.4.2, 18.4.3 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San ▇▇▇▇ Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units18. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares of the Participants in a Unit or common property as defined in Section 6.2; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any action or determination of the Coordination Committee related to common property as set forth in Section 6.2.6 and involving an expenditure greater than five million dollars ($5,000,000) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants. 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, as defined in Section 18.4; provided, however, in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives of the respective Participants entitled to vote thereon, and such action or determination subsequently shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in the event the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San ▇▇▇▇ Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter subject to the voting requirements of Section 18.4.3, then an impasse shall be deemed to exist and the Participants which are signatories to the Underground Coal Sales Agreement then in effect shall have the obligation and the responsibility, consistent with Prudent Utility Practice, to maintain a supply of coal to the San ▇▇▇▇ Project.

Coordination Committee. 18.1 As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems which may arise from time to time under this Agreement, the Coordination Committee shall remain in existence during the term of this Agreement. Except as otherwise expressly provided in this Agreement, the Coordination Committee shall have no authority to modify any of the provisions of this Agreement. 18.2 The Coordination Committee shall consist of one representative from each Participant who shall be an officer or other duly authorized representative of a Participant. Any of the Participants may designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San ▇▇▇▇ Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares of the Participants in a Unit or common property as defined in Section 6.2; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2. 18.4.2 Any action or determination of the Coordination Committee related to common property as set forth in Section 6.2.6 and involving an expenditure greater than five million dollars ($5,000,000) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants.) 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, as defined in Section 18.4; provided, however, in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives of the respective Participants entitled to vote thereon, and such action or determination subsequently shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in the event the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San ▇▇▇▇ Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter subject to the voting requirements of Section 18.4.3, then an impasse shall be deemed to exist and the Participants which are signatories to the Underground Coal Sales Agreement then in effect shall have the obligation and the responsibility, consistent with Prudent Utility Practice, to maintain a supply of coal to the San ▇▇▇▇ Project.

Coordination Committee. 18.1 9.1. As a means of securing effective cooperation and interchange of information and of providing consultation on a prompt and orderly basis among the Participants in connection with various administrative and technical problems problems, which may arise from time to time under in connection with the terms and, conditions of this Co-Tenancy Agreement, the parties hereto hereby establish a Coordination Committee. 9.2. The Coordination Committee shall remain consist of one representative from each Participant, who shall be an officer of the Participant, except in existence during the term case of Salt River Project, in which case the representative shall be either the General Manager or the General Manager’s designee. It shall be the function and responsibility of the Coordination Committee to consider such matters as are herein specifically provided and as may be provided from time to time by amendment of or supplement to this Co-Tenancy Agreement 9.3. Except as otherwise expressly provided in this Agreement, the The Coordination Committee shall have no authority to modify any of the provisions of this Co-Tenancy Agreement. 18.2 The 9.4. Each Participant shall notify the other Participants promptly of the designation of its representative or representatives on the Coordination Committee shall consist and of one representative from each Participant who shall be an officer or other duly authorized representative of a Participantany subsequent change in such designation. Any of the Participants may may, by written notice to the other Participants, designate an alternate or substitute to act as its representative on the Coordination Committee in the absence of the regular representative on member of the Coordination Committee or to act on specified occasions or with respect to specified matters. Each Participant shall notify the other Participants promptly, in writing, of the designation of its representative and alternate representative on the Coordination Committee and of any subsequent changes in such designations. The chairperson of the Coordination Committee shall be a representative employed by the Operating Agent. 18.3 The Coordination Committee shall have the following functions and responsibilities: 18.3.1 Provide liaison between and among the Participants. 18.3.2 Exercise general supervision over the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.3.3 Consider and act upon all matters referred to the Coordination Committee by the Engineering and Operating Committee, the Fuels Committee and the Auditing Committee. 18.4 9.5. Any action or determination of the Coordination Committee shall require a vote of the Participants in accordance with Sections 18.4.1, 18.4.2 or 18.4.3. A Participant’s Coordination Committee representative shall be entitled to vote on all matters except those actions or determinations which relate solely to a Unit or to common property in which such Participant does not have a Participation Share or as provided in Section 35.4.1. If a Participant’s right to vote has been suspended pursuant to Section 35.4.1, the requisite majorities for actions or determinations specified in Sections 18.4.1, 18.4.2 and 18.4.3 shall be adjusted in proportion to the number of Participants whose right to vote has not been suspended. An example of such an adjustment is provided in Exhibit VIII, attached hereto and incorporated herein. Maintenance scheduling and operation during periods of curtailment of the total San ▇▇▇▇ Project are not matters which relate solely to a Unit, but are deemed to be matters affecting all Units. 18.4.1 Except as provided in Sections 18.4.2 and 18.4.3, any actions or determinations brought before the Coordination Committee shall require the following vote: (a) More than a sixty-six and two thirds percent (66 2/3%) majority of the Participation Shares The affirmative vote of the Participants in a Unit or common property as defined in Section 6.2owning at least 75% of the Net Effective Generating Capacity; and (b) More than a sixty-six and two thirds percent (66 2/3%) majority The affirmative vote of at least 60% of the number individual Participants. For purposes of this Section 9.5(b) and any other provisions requiring the vote of a committee, for any two or more Participants where: (i) one of the Participants directly or indirectly controls the other Participant(s) or (ii) the Participants are under common control (e.g., subsidiaries or affiliates), such two or more Participants shall be deemed one individual Participants having a Participation Share in a Unit or common property as defined in Section 6.2Participant and represent one individual vote. 18.4.2 Any action 9.6. Notwithstanding Section 9.5, any actions or determination determinations of the Coordination Committee related to common property the matters set forth below shall require the unanimous vote of the Participants: (a) Any change in a Participant’s share of Net Effective Generating Capacity or energy, or ancillary services therefrom, except as provided in Section 20.2, or increase of a Participant’s share of the operating expenses or capital expenditures of the Four Corners Project; (b) Except as set forth in Section 6.2.6 and involving 9.9, approval of a Capital Improvement with an expenditure greater than five million dollars ($5,000,000) shall require estimated cost, at the following vote: (a) More than an eighty-two percent (82%) majority time of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of the individual Participants. 18.4.3 Any action or determination of the Coordination Committee regarding any amendment of the Underground Coal Sales Agreement, replacement of the Underground Coal Sales Agreement with a new agreement or any interim coal pricing agreement related to the Underground Coal Sales Agreement (or its successor) shall require the following vote: (a) More than an eighty-two percent (82%) majority of the Common Participation Shares of the Participants; and (b) A minimum of sixty-six and two thirds percent (66 2/3%) majority of the number of individual Participants. 18.5 The Coordination Committee shall keep written minutes and records of all meetings. Any action or determination made consideration by the Coordination Committee shall be reduced to writing and shall become effective when signed by the representatives of the Participants entitled to vote thereon, representing a voting majority of the members of the Coordination Committee, in excess of $200,000,000, as adjusted for increases or decreases in the Consumer Price Index occurring after July 16, 2016; or (c) A decision to rebuild ▇▇▇▇ ▇ or Unit 5 of the Four Corners Project if all or substantially all of Unit 4 or Unit 5 is destroyed or damaged. 9.7. For purposes of Section 9, a “Capital Improvement” shall have the meaning set forth in Section 5.5(a), but also mean a singular project for which the total aggregate cost, which may include multiple purchase orders and multiple contractors, exceeds $200,000,000.00. In the event a Capital Project involves Unit 4 or Unit 5, each unit shall be treated separately and the $200,000,000 amount shall apply per unit and not be aggregated. 9.8. In no event may the Operating Agent, as that term is defined in the Operating Agreement, claim that a Capital Improvement meeting the definitions set forth in Section 18.4; provided5.5(a) and Section 9.7, howeveris necessary to operate the Four Corners Project in accordance with Prudent Utility Practice, as provided for in the event of an Operating Emergency, actions or determinations may be made on the basis of oral agreements among duly authorized representatives Section 14.4 of the respective Participants entitled Operating Agreement. 9.9. Beginning on July 6, 2016, Section 9.6(b) shall not apply to vote thereonthe installation of selective catalytic reduction equipment on either Unit 4 or Unit 5, as required by federal law (“SCR Projects”) and such action or determination subsequently SCR Projects shall be reduced to writing. Coordination Committee representatives may, by prior arrangement with the chairperson of the Coordination Committee, attend a meeting of the Coordination Committee by conference call or video conferencing. A Coordination Committee representative who is unable to attend a meeting of the Coordination Committee may vote in absentia by delivering to the chairperson of the Coordination Committee, at least twenty-four (24) hours prior to the scheduled commencement of the meeting, a written statement, including by e-mail or facsimile, identifying the matter to be voted on and how the representative desires to vote. 18.6 Except for matters subject to the voting requirements of Section 18.4.3, in 9.5. 9.10. In the event that the Coordination Committee fails to reach agreement on any matter, which such committee is authorized to determine, does not approve or otherwise act upon after a reasonable opportunity to do so, then the Operating Agent shall be authorized and obligated to take such reasonable and prudent action, consistent with Prudent Utility Practice, as is necessary to the successful and proper operation and maintenance of the San ▇▇▇▇ Project, pending the resolution, by arbitration or otherwise, of any such inability or failure to agree. 18.7 In the event the Coordination Committee fails to reach agreement on a matter Capital Project subject to the voting requirements of Section 18.4.39.6(b), then an impasse the Participant(s) that voted against the Capital Project shall be deemed to exist and work in good faith with the Participants which are signatories that voted in favor of the Capital Project, in order to assure the continued operation of the Four Corners Project, including commercially reasonable efforts by the Participants that voted against the Capital Improvements Project to sell their interests in the Four Corners Project. If the Participants cannot agree on a sale or transfer of their respective rights, titles and interests to the Underground Coal Sales Agreement then in effect Four Corners Project, pursuant to Section 13, the Participants agree that each of them shall have the right to seek equitable relief, without being subject to the dispute resolution requirements of Section 19. 9.11. In the event one or more Participants abstains from a vote governed by Section 9.5, does not participate in consideration of a particular matter, notwithstanding the opportunity to do so, or is not entitled to vote pursuant to Section 20.2 of this Co-Tenancy Agreement, actions or determinations brought before the Coordination Committee shall require the affirmative vote of: (a) the Participants owning at least 75% of the remaining Net Effective Generating Capacity (after subtracting the percentage of Net Effective Generating Capacity owned by the abstaining, non-participating, or defaulting Participant(s)) and (b) at least 60% of the individual Participants that are voting. 9.12. In the event one or more Participants abstains from or does not participate in a vote governed by Section 9.6, or cannot vote as a result of a default, actions or determinations brought before the Coordination Committee shall require the unanimous affirmative vote of the voting Participants. 9.13. A Participant shall abstain from voting on any matter if the Participant has a conflict of interest with respect to that matter. 9.14. Each Participant shall advise the Coordination Committee if the Participant has a conflict of interest with respect to any matter being considered by the Coordination Committee, provided that the failure of a Participant to advise the Coordination Committee of a conflict of interest shall not relieve that Participant of its obligation to abstain from voting on the matter. A conflict of interest shall include matters relating to the new uses of land or other property rights for the Four Corners Project and contracts or other agreements to provide goods or services (other than the responsibilityservices provided by the Operating Agent), consistent with Prudent Utility Practiceincluding fuel, to maintain the Four Corners Project, where such Participant or such Participant’s parent or an affiliate of such Participant is the counterparty to such contract or agreement. The determination of whether a supply conflict of coal interest exists shall be made by the Coordination Committee. 9.15. For the avoidance of doubt, in the event of matters involving directly or indirectly the permanent shutdown of the operations of the Four Corners Project and/or the termination of the 2016 Four Corners Coal Supply Agreement (the “CSA”), NTEC affirmatively agrees and acknowledges that it will or may have a conflict of interest in such matter(s), and expressly agrees that it: (i) shall not oppose or object to such matter(s) and (ii) shall abstain from any vote as to such matter(s). This provision overrides and supersedes anything contrary to, or directly or indirectly inconsistent with, this provision in the San ▇▇▇▇ ProjectProject Agreements, the CSA, or any other related documents.