(a) The Agency 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 ("Agency Step-in Rights"). Agency Step-in Rights shall arise only upon the occurrence and continuance of:
(i) 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;
(ii) hostilities or serious natural disasters which, in the opinion of the Agency, is or may be likely to give rise to such disruption of the means of transport such that the population in [Metropolitan Manila], or a substantial part thereof, is or may be likely to be deprived of essential goods or services.
(b) The Agency shall notify the Company in writing of the following:
(i) its intention to exercise Agency Step-in Rights;
(ii) the reason for its exercise of Agency Step-in Rights; and
(iii) the date it will commence exercise of Agency Step-in Rights.
(c) The Agency may only exercise the Agency Step-in Rights under the following conditions:
(i) in relation to Section 17.1(a)(i), any applicable cure period specified in Section 15 (Events of Default) and Section 20 (Termination) has expired, when applicable, unless the Agency is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements; and
(ii) for so long as the Financing Agreements remain in effect, the Agency must first obtain the consent of the Lenders.
(d) During the period of the Agency's exercise of the Agency Step-in Rights, the Agency shall be the operator of the Facilities. The Company's obligation to provide part of the Services covered by the exercise of the Agency Step-in Rights shall be suspended, but the Agency shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the Agency 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.