Not later than two (2) years prior to the Termination Date, or, in the event the Termination Date will occur earlier than the [●]th anniversary of the Provisional Operations Start Date, as soon as practicable after such earlier Termination Date is known to the Parties, the Company shall permit the Agency to inspect the New IT Services and Facilities. Based on the Agency's inspection, the Agency shall issue to the Company a schedule of replacements and repairs of the New IT Services and Facilities that are required in accordance with Prudent Utility Practice and to meet the Design and Technical Specifications. The Company shall, within ninety (90) Days from receipt of such schedule, carry out the required replacements or repairs. The Agency shall issue a certificate of compliance after the satisfactory completion of repairs or replacements by the Company and, if applicable, before the payment by the Agency of the Buy-Out Price.