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to which an annual report is required to be filed by the Compan3•
pursuant to ~.5.o8(b) of the Indentnre and the independent audit
of the Company's acconnts for such period has been completed
at the date of snch Officers' Certificate, an Independent ~oconnt-
ant's Certificate stating in snbstnnce the facts reqnired to be stated
bp such subdivision (a).
(c~ An Independent Engineer's CertiScate, dated ~ithii~ 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 appli~ation of the proceeds of sale of the Additional Bonds
the anthentication of which is being applied for and of all bor-
rowings theretofore made and of all secnrities theretofore issned
and sold by the Company in oonnection with the eapansion or
construction program referred to in the accompanying O~cers'
Certificate pnrsnant to paragraphs (4) (5) and (6) of subdivi,sio~
(a) of this ~~.01, the Company ~vill be able to complete such
expansion or constrnction program within two years from the
date of sueh certificate and will tLereupon be able to realize, on
an annnal basis, not less than the minimnm amonnt of pro forma
net earnings of the Company available for i.nterest and property
retirement appropriations and not less than the minimnm amonnt
of pro forma net earnings of the Companp available for interest
which are reqnired to be shown in snch Officers' ~Certificate, pnr-
snant to paragraphs (1) and (2) of snch subdivision (a). Snch
Independent Engineer's Certificate may be based, in so far as
it relates to factual matters, npon the O~cers' Certificate reqnired
to be filed with the Trastee by anch subdivision (a) nnlesa anch
Independent Engineer knows tLat sach certificate with respect to
the matters upon which his opinion may be based as sforesaid is
erroneons.
(d) An Opinion of Connsel, dated within lU days prior to
the date of snch application, to the effect that the Company has
procured from the Federal Yower Commission and all other go~-
ernmental regilatory authorities having jnrisdiction all neces-
sary anthorizations (ezcept for any thereof which are not yet
reqaired and which cannot be obtained or normally are not
applied for prior to the time they are reqnired and which such
Counsel antieipatea no diffienlty in obtaining) to eonstrnet or
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