20.1.2 Default Termination Buy-Out Provisions

(a)  In the event of termination of this Agreement by the LGU under this Section 16.1 due to a Company Event of Default, the LGU shall allow the Lenders to enforce their rights under the Financing Agreements. If the Lenders do not exercise their rights under the Financing Agreements or if the Financing Agreements are no longer effective, the LGU shall have the right in its sole discretion to take over and purchase all of the Company's right, title, and interest in the Facilities and the Project for the purchase price and in accordance with the procedures set forth in Schedule I (Buy-Out and Transfer at Termination Provisions).

(b)  In the event of termination of this Agreement by the Company due to an LGU Event of Default, the LGU shall purchase from the Company, and the Company shall transfer to the LGU, all of the Company's right, title, and interest in the Facilities and the Project (including all amounts deposited in the escrow account mentioned in Section 16.3) for the buyout price and following the procedures set forth in Schedule I (Buy-Out and Transfer at Termination Provisions).

(c)  Section 16.1 (Termination due to an Event of Default) does not preclude either Party from resorting to dispute resolution pursuant to Section 19.