(a) In the event of termination of this Agreement by the Agency under this Section 20.1 (Termination Due to an Event of Default) due to a Company Event of Default, the Agency 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 Agency 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 23 (Termination Buy-Out and Transfer Provisions). The Agency may require the Company to continue performing it obligations under this Agreement for a reasonable fee until the Agency has procured suitable arrangements to continue the Project.

(b) In the event of termination of this Agreement by the Company due to an Agency Event of Default, the Agency shall purchase from the Company, and the Company shall transfer to the Agency, all of the Company's right, title, and interest in the Facilities and the Project for the buyout price and following the procedures set forth in Schedule 23 (Termination Buy-Out and Transfer Provisions).