Common use of Tracking Account Clause in Contracts

Tracking Account. a. The Parties shall record all Changes paid by PREPA according to Section 17.1 (Resource Provider Requirements) in an unfunded tracking account maintained by PREPA (the “Tracking Account”). Resource Provider shall have the right, upon reasonable notice and during business hours, to audit PREPA’s records reflecting the balance in the Tracking Account and to identify and object to any error in such calculations. If the Parties cannot agree on an adjustment to the balance in the Tracking Account within thirty (30) Days of PREPA’s receipt of Resource Provider’s objection, then a Party may refer such matter to dispute resolution by either Party pursuant to Section 21.11 (Dispute Resolution). b. If the Tracking Account has a balance at the end of the twenty-second (22nd) Agreement Year (“Balance”), then PREPA shall have the right to withhold and retain up to fifty percent (50%) of the amounts due in each Billing Period of the remaining Term. The Parties shall subtract the retained amount from the Balance until the Balance equals zero (0). If any portion of the Balance remains outstanding at the expiration of the Term under Section 2.2 (Initial Term), then PREPA shall have the option to extend the Term up to an additional two (2) Agreement Years as necessary to repay the Balance plus Interest by applying such monthly retention as set forth above. If, at the expiration of the initial Term under Section 2.2 (Initial Term), an undisputed deficit exists in the Tracking Account, then PREPA shall pay Resource Provider an amount sufficient to compensate Resource Provider for such deficit within thirty (30) Days after the expiration of the Term. If a Party terminates this Agreement early pursuant to Article 15 (Termination), and an undisputed balance remains in the Tracking Account (the “Termination Balance”), Resource Provider shall repay such Termination Balance plus Interest to PREPA within thirty (30) Days of the Termination Date. Notwithstanding the foregoing, Resource Provider shall have the option to prepay all or any portion of the Balance or the anticipated Termination Balance, if applicable, at any time or from time to time. c. The Parties agree that PREPA shall have the right to an annual audit of payments or credits for Changes as a result of a Post-Agreement Date Tax or a Post-Agreement Date Environmental Cost and to adjust such payments if necessary, as a result of the findings of such audit. Both Parties shall have the right to participate in such audit.

Tracking Account. a. The Parties shall record all Changes paid by PREPA according to Section 17.1 (Resource Provider Requirements) in an unfunded a tracking account maintained by PREPA (the “Tracking Account”). Resource Provider shall have the right, upon reasonable notice and during business hours, to audit PREPA’s records reflecting the balance in the Tracking Account and to identify and object to any error in such calculations. If the Parties cannot agree on an adjustment to the balance in the Tracking Account within thirty (30) Days of PREPA’s receipt of Resource Provider’s objection, then a Party may refer such matter to dispute resolution by either Party pursuant to Section 21.11 (Dispute Resolution). b. If the Tracking Account has a balance at the end of the twenty-second (22nd) final Agreement Year (“Balance”), then PREPA shall have the right to withhold and retain up to fifty percent (50%) of the amounts due in each Billing Period of the remaining Term. The Parties shall subtract the retained amount from the Balance until the Balance equals zero (0). If any portion of the Balance remains outstanding at the expiration of the Term under Section 2.2 (Initial Term), then PREPA shall have the option to extend the Term up to an additional two (2) Agreement Years as necessary to repay the Balance plus Interest by applying such monthly retention as set forth above. If, at the expiration of the initial Term under Section 2.2 (Initial Term), an undisputed deficit exists in the Tracking Account, then PREPA shall pay Resource Provider an amount sufficient to compensate Resource Provider for such deficit within thirty (30) Days after the expiration of the Term. If a Party terminates this Agreement early pursuant to Article 15 (Termination), and an undisputed balance remains in the Tracking Account (the “Termination Balance”), Resource Provider shall repay such Termination Balance plus Interest to PREPA within thirty (30) Days of the Termination Date. Notwithstanding the foregoing, Resource Provider shall have the option to prepay all or any portion of the Balance or the anticipated Termination Balance, if applicable, at any time or from time to time. c. The Parties agree that PREPA shall have the right to an annual audit of payments or credits for Changes as a result of a Post-Agreement Date Tax or a Post-Agreement Date Environmental Cost and to adjust such payments if necessary, as a result of the findings of such audit. Both Parties shall have the right to participate in such audit.