(a) Before the Provisional Operations Start Date, the Agency shall continue to operate and maintain the Existing Facilities in the same manner and based on the standards as at Signature Date; provided, that the Agency shall consult with the Company before taking any decision which may or may be likely to have a material adverse effect on the Existing Facilities or the Project. The Agency shall transfer possession of the Existing Facilities to the Company on the Provisional Operations Start Date in the physical condition described in Section 1.2 (Requirements of Existing Facilities as of Operations Start Date) of Schedule 1 (Design and Technical Specifications). Thereafter, responsibility for the operation and maintenance of the Existing Facilities in accordance with all Legal Requirements, Prudent Utility Practice, and the Operating Procedures and Service Quality Requirements, shall transfer to the Company.
(b) The Company shall be responsible for the management, operation, maintenance, safety and repair of the New Facilities from the Provisional Operations Start Date until the Termination Date and shall ensure during such period that the Facilities operate in accordance with all Legal Requirements, Prudent Utility Practice, and the Operating Procedures and Service Quality Requirements.
(c) If the Company fails to operate, maintain, repair and renew the Facilities in accordance with Legal Requirements, Prudent Utility Practice, and the Operating Procedures and Service Quality Requirements, the failure shall constitute a Company Event of Default and the Agency shall be entitled to impose a penalty in the manner provided in Schedule 15 (Service Quality Requirements).