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. e 2.4.1 Participants' contributions for the Modification Project Costs shall be kept by the Managing Participant in an account with interest accruing to the benefit of each Participant. Funds from the account may be spent by the Managing Participant only' for Modification Project Cost. 2.4.2 Within ninety (90) days of the fonnal acceptance of the completed construction of the Modification Project by the Managing Participant City Council, the Managing Participant Director shall cause an accounting to be made of the Modification Project Cost. 2.4.3 The Managing Participant shall engage its then-current independent certified public accounting finn to audit the Managing Participant's accounting. As soon as the finn has completed the audit, the Managing Participant shall submit the audited accounting to the Participants. 2.4.4 The accounting shall state the difference between the estimated Modification Project Cost paid by the Participants, and the actual Modification Project Cost. 2.4.5 If the Modification Project Cost, as detennined by the audited accounting, is less than the estimated Plant Modification Cost, resulting in an' overpayment by the Participants of their pro rata shares, the Managing Participant shall refund such difference with interest accrued, at the Interest Rate, to each Participant within ninety (90) days of the date of the receipt of the accounting by Participants. 2.4.6 If the Plant Modification Cost, as detennined by the accounting, is more than the estimated Modification Project Cost paid by the Participants, resulting in an underpayment by the Participants of their pro rata shares, the Participants shall pay such difference with interest A:\EWB1097S.RVI L.O. File No. 80-99146-01 February 9. 2000 12