Management, Strategic Decisions and Owner Directions. (a) Owner shall be responsible for making such business, management and strategic decisions as may be required from time to time in connection with the operation and maintenance of the Facility. To this end, Owner shall be obligated to:
(i) Provide written direction necessary to allow Operator to comply with the Annual Management Plan;
(ii) Provide information reasonably requested by Operator to facilitate Operator’s incorporation and utilization of existing management systems, policies, procedures and programs in place as of the Commencement Date to manage the technical and business operations of the Facility or performance of the Services, including estimated run hours, starts, duration of run hours and other Owner operating criteria (such estimated operating information as it relates to the Annual Management Plan to be delivered not later than 90 days prior to the required delivery date of each Annual Management Plan under Section 3.4 as such information may be supplemented by mutual agreement of the parties);
(iii) Participate in the Review Committee with Operator;
(iv) Provide prompt notice to Operator if Owner receives any notice from a Governmental Authority, PPA counterparty or, in the event such notice would impact the ability of Operator or Owner to perform its obligations under this Agreement, the PPA, or otherwise materially affect Owner or a significant contractual counterparty of Owner related to the Facility; and
Management, Strategic Decisions and Owner Directions. (a) Owner shall be responsible for making such business, management and strategic decisions as may be required from time to time in connection with the operation and maintenance of the Facility. To this end, Owner shall be obligated to:
(i) Provide direction necessary to allow Operator to comply with the provisions of the PPA and all other contractual obligations of Owner;
(ii) Provide information reasonably requested by Operator to facilitate Operator’s development of a management system, policies, procedures and programs to manage the technical and business operations of the Facility or performance of the Services, including estimated run hours, starts, duration of run hours and other Owner operating criteria (such estimated operating information as it relates to the Annual Management Plan to be delivered not later than 90 days prior to the required delivery date of each Annual Management Plan under Section 3.4 as such information may be supplemented by mutual agreement of the parties);
(iii) Participate in the Review Committee with Operator;
(iv) Select in its sole discretion an individual to act as the Operating Representative appointed by Owner to the Operating Committee under the PPA; provided that Owner shall invite a representative of Operator to attend meetings of the Operating Committee;
(v) Provide prompt notice to Operator if Owner receives any notice from a Governmental Authority, GPC or, in the event such notice would impact the ability of Operator or Owner to perform its obligations under this Agreement, the PPA or the Retained Obligations or otherwise materially affect Owner or a significant contractual counterparty of Owner related to the Facility; and
(vi) Direct and coordinate fuel and water supplies, electric transmission services and dispatch at the Facility as provided in Section 4.3.
(b) Owner may request Operator to carry out the reasonable directions of Owner with respect to the operation and maintenance of the Facility; provided, however, Owner shall not request Operator, or require Operator by the refusal of Owner to give an approval or consent which Operator is required to obtain pursuant to this Agreement (including any approval under Section 3.4(c)), to act in a way that:
(i) conflicts with a provision of this Agreement,
(ii) conflicts with a provision of the PPA,
(iii) is reasonably likely to result in a greater likelihood of drawings or increased exposure under the Retained Obligations,
(iv) impairs Operator’s ability to per...
