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<br />the interest thereon may be payable, collectible or registerable at any place or places within <br />or without the State of Oregon; for the appointment of such fiscal or paying agents, registrars, <br />trustees or other agencies for any such issue of notes, as EWEB may determine, for the <br />benefit and protection of the holders of such notes; for the deposit of funds including note <br />proceeds with such agents or trustees for any lawful purpose for which such funds may be <br />deposited; for the manner of disbursement of, and account for, note proceeds; for the rights <br />and remedies of the holders of such notes; for the establishing and maintaining of special <br />funds or accounts to ensure the payment when due and payment of the principal of and <br />interest on such notes and for other purposes, from proceeds of the sale of bonds or revenues <br />of the Electric System or other monies lawfully available and pledged to the payment of such <br />notes and the interest thereon, and for the investment and reinvestment of monies or <br />obligations in such special funds; and to covenant with, and for the benefit of, the holders <br />from time to time of such bonds as EWEB may determine. EWEB is also authorized to <br />appoint one or more credit facility banks, to execute and deliver any credit facility agreement, <br />security agreement, or other agreements or documents in connection with the sale of the <br />notes or for the provision of credit enhancement, liquidity or marketing or remarketing of the <br />notes. <br /> <br />(e) EWEB shall, by resolution, determine the amount or amounts required for the <br />purposes for which the monies are borrowed at any particular time or times, and shall also <br />determine that any and all acts, conditions and things required to exist, to happen and to be <br />performed precedent to and in the issuance of such notes exist, have happened and have been <br />performed in due time, form and manner as required by the Constitution and statutes of the <br />State of Oregon and the Charter of the City of Eugene. <br /> <br />(t) The notes or other evidence of indebtedness shall not be sold until legal <br />opinions have been rendered by bond counsel for EWEB that: <br /> <br />1. The notes are duly and legally authorized and do not constitute general <br />obligations of the City. <br /> <br />2. None of the resolutions ofEWEB enacted pursuant to this Resolution <br />conflict with the terms and conditions prescribed by this Resolution. <br /> <br />Section 3. - Reportine. EWEB shall submit to the City by May 1 of each year the following <br />annual reports commencing after the first sale of bonds or other evidences of indebtedness and each <br />year thereafter until the bonds have been paid and retired: <br /> <br />A report on bond payments describing amounts paid and amounts scheduled to be <br />paid and the source of such payments. If the contents of such report is included in EWEB' s <br />yearly audit report, EWEB may comply with this section by transmitting a copy of its yearly <br />audit report to the City. <br /> <br />Resolution - 5 <br />