(a) The LGU shall have the option to assume operational responsibility for the Facilities (in the capacity of an operator only) in order to continue operation of the Facilities or complete any necessary repairs to assure the continued delivery of the Services ("LGU Step-in Rights"). LGU Step-in Rights shall arise only upon the occurrence and continuance of a Company Event of Default that could reasonably be expected to materially adversely affect the Company's ability to operate and maintain the Facilities in accordance with this Agreement.
(b) The LGU shall notify the Company in writing of the following:
(i) its intention to exercise LGU Step-in Rights
(ii) the reason for its exercise of LGU Step-in Rights; and
(iii) the date it will commence exercise of LGU Step-in Rights.
(c) The LGU may only exercise the LGU Step-in Rights under the following conditions:
(i) Any applicable cure period specified in Section 15 (Events of Default) and Section 16 (Termination) has expired, unless the LGU is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements.
(ii) For so long as the Financing Agreements remain in effect, the LGU must first obtain the consent of the Lenders.
(d) During the period of the LGU's exercise of the LGU Step-in Rights, the LGU shall be the operator of the Facilities. The Company's obligation to provide part of the Services covered by the exercise of the LGU Step-in Rights shall be suspended, but the LGU shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the LGU Step-in Rights shall not be deemed as or result in a transfer of title to the Facilities or a transfer of the Company's obligations as owner of the Facilities.