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f', ~. e e ARTICLE 3 OPERATION AND i\IAINTENANCE OF THE PLANT 3.1 In General 3.1.1 The Participants, as co-owners of the Plant, understand that, except as otherwise specified herein, the Managing Participant will serve as managing owner for construction at the Plant I. as well as for the maintenance and operation of the Plant and shall have charge of its business and general conduct. (The equity ownership for each Participant is set forth in Participant's Exhibit II.) 3.1.2 The Participants shall have an interest in the conduct, affairs and decisions of the Plant in proportion to the Panicipant's capital contribution. The Participants shall have the authority . . to enter the Plant premises upon proper identification provided to Plant security personnel. 3.1.3 The Participants are willing to make capital contributions and 'payment of O&M Expenses as specified herein on the basis that the Managing Participant as managing owner agrees to use its best efforts to assure proper. construction, operation and maintenance of the Plant and its structures, equipment and facilities, and proper conduct of all employees, agents or contractors, to pay debts when due and to obey all applicable federal, state or local regulations. 3.2 Relationship of Participants 3.2.1 The relationship of the Participants is of a fiduciary character. The Managing Participant is trustee with respect to the Participants, with respect to the operation of the Plant and care of all joint property specified herein. Each Participant shall act in the highest good faith toward the other in conducting the operation of the Plant as well as their respective duties under this U:\WPALEs\CONTRAcnEWB\1999\EWD 1097S.R v I LD. File No, 80-991':6..01 Re\'ised 15