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(i) Records, Annual Audit. The City will keep proper books of record and account in which
<br />full, true, and correct entries will be made of all dealings, activities, and transactions relating to the
<br />Electric Utility System. Each year while any Parity Debt is Outstanding, the City covenants that as
<br />soon as practicable beginning with the end of the first Fiscal Year in which Parity Debt is issued,
<br />it will prepare or cause to be prepared a financial report of the Electric Utility System for such Fiscal
<br />Year in accordance with generally accepted accounting principles, certified by a Certified Public
<br />Accountant. The City shall promptly furnish such audited financial report to the municipal bond
<br />rating agencies then maintaining a rating on Parity Debt and to any owner of Parity Debt who shall
<br />request the same, and shall file or make available such audited financial report as required by each
<br />Supplement. In addition, a copy of each such audited financial report shall be retained on file in the
<br />City's finance office and open to the inspection of the owners of Parity Debt, and their respective
<br />agents and representatives, at all reasonable times during regular business hours, for at least 365
<br />days following the preparation thereof.
<br />0) Inspection of Records. The City will permit any owner or owners of twenty -five percent
<br />(25 %) or more of the then Outstanding Principal Amount of Parity Debt at all reasonable times to
<br />inspect all records, accounts, and data of the City relating to the Electric Utility System and the
<br />Financing Program, except such records as federal or State law may designate as privileged and
<br />exempt from disclosure.
<br />(k) Title. The City has or will obtain lawful title to the lands, buildings, structures and
<br />facilities constituting the Electric Utility System, that it warrants that it will defend the title to all
<br />the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of any
<br />Owner of the Parity Debt, against the claims and demands of all persons whomsoever, that it is
<br />lawfully qualified to pledge the Pledged Revenues to the payment of the Parity Debt in the manner
<br />prescribed herein, and has lawfully exercised such rights.
<br />(1) Liens. The City will from time to time and before the same become delinquent pay and
<br />discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed
<br />upon it, or the Electric Utility System; it will pay all lawful claims for rents, royalties, labor,
<br />materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of
<br />which would be prior to or interfere with the liens hereof, so that the priority of the liens granted
<br />hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to
<br />be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be
<br />prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could
<br />be impaired; provided, however, that no such tax, assessment or charge, and that no such claims
<br />which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge,
<br />shall be required to be paid so long as the validity of the same shall be contested in good faith by
<br />the City.
<br />(m) Operation of Electric Utility System. The City will, while the Parity Debt is
<br />Outstanding and unpaid, continuously and efficiently operate the Electric Utility System, and shall
<br />maintain the Electric Utility System in good condition, repair and working order, all at reasonable
<br />cost. Except as may be authorized by law, the City shall not provide any free service from the
<br />Electric Utility System.
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