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 LGU to inspect the Facilities. Based on the LGU's inspection, the LGU shall issue to the Company either: (a) a schedule of replacements and repairs of the Facilities that are required in accordance with Prudent Utility Practice and to meet the Design and Technical Specifications; or (b) a schedule of works that are required to ensure the proper closure of the Facilities, whichever is applicable. The Company shall, within ninety (90) Days from receipt of such schedule, carry out the required replacements, repairs or works. The LGU shall issue a certificate of compliance after the satisfactory completion of repairs, replacements or works by the Company and, if applicable, before the payment by the LGU of the Buy-Out Price.