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~c) An Independent Engineer's Certificate, dated within
10 days prior to the date of snch application, to the effect that,
in the opinion of such Independent Engineer, after giving effect
to the application of the proceeds of sale of the Additional Bonds
the authentication of which is being applied for and of all bor-
ro~vings theretofore made and of all securities theretofore issued
and sold by the Company in connection with the ezpansion or
construction program referred to iu the ac~eompanying Officers'
~ . Certificate pursuant to paragraphs (4), (5) and (6) of subdir•i-
sion (a) of this ~ 4.01, the CompAny ~vill be able to complete such
ezpansion or construction program witlun t~vo years from the
date of snch certificate and will thereupon be able to realize, on an ~
' annual basis, not less than the minimnm amonnt of pro forma
net earnings of the Company available for interest and property
: retirement appropriations and not less than the minimum amonnt
of pro forma net earnings of the Compauy available for interest
«hich are required to be shown in such Officers' Certificate, pnr-
~ suant to paragrap)is (Z) and (2) of snch subdiviseon (a). Snch
` Independent Engineer's Certificate ~ ma~~ be based, in so far
as it relates to factual matters, information with respeet to which
is in possession of the Company, npon the O~cers' Certificate
reqnired to be filed ~vith the Trastee bp sneh subdiviseon (a) nn-
less snch Independent Engineer ~ows that snch certificate with
respect to the matters npon ~hieh his opinion may be based as
' aforesaid is erroneons.
(d) gn Opinion of Gonnsel, dated within 10 days prior to
the date of snch application, to the et~ect that the Company Las
procnred from the Federal Power Commission and all other gov-
ernmental regulatorp anthorities having jurisdiction all neces-
~ sary authorizations (ezcept for any thereof which are not yet
~ reqnired and which cannot be obtained or normally are not ap-
= plied for prior to the time they are reqnired and which snch
. ~ Counsel anticipates no difficulty in obtaining) to constrnet or
' acquire the faeilities included in tbe ezpansion or constrnction
progrtim referred to in the accompanying Officers' Certificate,
or that no snch authorization is reqnired; snch Opinion of Conn-
sel may state that any necessary authorization ia temporary or
snbject to pending appeals; and nnless such opinion shall state
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