Common use of FAIR VALUE CERTIFICATE Clause in Contracts

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a) shall (1) be delivered by an Expert who shall be independent of the Company and (2) in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 or 4.08 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be delivered by an Expert who shall be independent of the Company.

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 401 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it he or she is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of identifying such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, therewith and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a404(a), both (l1) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a404(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a404(a) shall (1) be delivered by an Independent Expert who shall be independent of the Company and (2) shall, in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 401 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the CompanyIndependent Expert. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 Sections 403, 407 or 4.08 409 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of identifying such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release or surrender will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and releasedsurrendered, as described in the certificate to be delivered pursuant to this Section 4.06(b404(b), both (l1) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes outstanding at the date of release delivery or surrender of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b404(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of release delivery or surrender of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b404(b) shall be delivered by an Expert who Independent Expert. If, in connection with a delivery or surrender of outstanding Senior Note First Mortgage Bonds provided for in subsection (a) or (b) of this Section 404, as the case may be, the Company provides to the trustee an Opinion of Counsel stating that the certificate described by the applicable subsection is not required by law, such certificate shall not be independent of the Companyrequired to be delivered hereunder in connection with such delivery or surrender.

FAIR VALUE CERTIFICATE. (a) Upon If required by applicable law, upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it he or she is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a) shall (1) be delivered by an Expert who shall be independent of the Company and (2) ), in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 or 4.08 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be delivered by an Expert who shall be independent of the Company. If, in connection with a delivery or release of outstanding Senior Note First Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 4.06 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release.

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or 1301 hereof and subject to Section 4.09 303 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; , (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; , (3) identifying the Notes Securities being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a1306(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding Securities outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a1306(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding Securities outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a1306(a) shall (1) be delivered by an Expert who shall be independent of the Company and satisfactory to the Trustee in its reasonable judgment and (2) shall, in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 1301 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 1305 or 4.08 1308 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the NotesSecurities, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b1306(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes outstanding Securities at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b1306(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding Securities outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b1306(b) shall be delivered by an Expert who shall be independent of the CompanyCompany and satisfactory to the Trustee in its reasonable judgment. If, in connection with a delivery or release of outstanding Senior Note Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 1306 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release.

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of IP Senior Note First Mortgage Bonds Notes pursuant to Section 4.01 or Section 4.09 16.09 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such IP Senior Note First Mortgage Bonds Notes and of this Indenture; (2) stating the principal amount of such IP Senior Note First Mortgage Bonds Notes so delivered, the stated interest rate (or method of calculation of interest) of such IP Senior Note First Mortgage Bonds Notes (if any) and the stated maturity date of such IP Senior Note First Mortgage BondsNotes; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such IP Senior Note First Mortgage BondsNotes. If the fair value to the Company of the IP Senior Note First Mortgage Bonds Notes so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a16.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such IP Senior Note First Mortgage Bonds Notes and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a16.06(a), of all other IP Senior Note First Mortgage Bonds Notes delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such IP Senior Note First Mortgage BondsNotes, then the certificate required by this Section 4.06(a16.06(a) shall (1) be delivered by an Expert who shall be independent of the Company and (2) ), in addition to the certifications described above, state the fair value to the Company of all IP Senior Note First Mortgage Bonds Notes delivered to the Trustee pursuant to Section 4.09 16.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If IP Senior Note First Mortgage Bonds Notes are delivered or surrendered to the Company pursuant to Section 4.05 16.05 or 4.08 16.08 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such IP Senior Note First Mortgage Bonds Notes and of this Indenture, (2) stating the principal amount of such IP Senior Note First Mortgage Bonds Notes so delivered, the stated interest rate (or method of calculation of interest) of such IP Senior Note First Mortgage Bonds Notes (if any) and the stated maturity date of such IP Senior Note First Mortgage BondsNotes, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the IP Senior Note First Mortgage Bonds Notes so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b16.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding outstanding Notes at the date of release of such IP Senior Note First Mortgage Bonds Notes and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b16.06(b), of all other IP Senior Note First Mortgage Bonds Notes released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of release of such IP Senior Note First Mortgage BondsNotes, then the certificate required by this Section 4.06(b16.06(b) shall be delivered by an Expert who shall be independent of the Company. If, in connection with a delivery or release of outstanding IP Senior Notes, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 16.06 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release.

FAIR VALUE CERTIFICATE. (a) Upon If required by applicable law, upon the delivery by the Company to the Trustee of the Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 4.07 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that he, she or it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity Stated Maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a4.04(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a4.04(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a4.04(a) shall (1) be delivered by an Expert who shall be independent of the Company and (2) in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 4.07 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 4.03 or 4.08 4.06 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity Stated Maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b4.04(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b4.04(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b4.04(b) shall be delivered by an Expert who shall be independent of the Company. If, in connection with a delivery or release of outstanding Senior Note First Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 4.04 is not required by law, such certificate shall not be required to be delivered thereunder in connection with such delivery or release.

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 401 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it he or she is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of identifying such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, therewith and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a404(a), both (l1) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a404(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a404(a) shall (1) be delivered by an Independent Expert who shall be independent of the Company and (2) shall, in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 401 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the CompanyIndependent Expert. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 or 4.08 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be delivered by an Expert who shall be independent of the Company.

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a) shall (1) be delivered by an Expert who shall be independent of the Company and satisfactory to the Trustee in its reasonable judgment and (2) shall, in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 or 4.08 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be delivered by an Expert who shall be independent of the CompanyCompany and satisfactory to the Trustee in its reasonable judgment. If, in connection with a delivery or release of outstanding Senior Note First Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 4.06 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release.

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a) shall (1) be delivered by an Expert who shall be independent of the Company and (2) ), in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 or 4.08 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be delivered by an Expert who shall be independent of the Company. If, in connection with a delivery or release of outstanding Senior Note First Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 4.06 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release.

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 4.1 or Section 4.09 4.9 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a4.6(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a4.6(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a4.6(a) shall (1) be delivered by an Expert who shall be independent of the Company and satisfactory to the Trustee in its reasonable judgment and (2) shall, in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 4.9 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 4.5 or 4.08 4.8 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b4.6(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b4.6(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b4.6(b) shall be delivered by an Expert who shall be independent of the CompanyCompany and satisfactory to the Trustee in its reasonable judgment. If, in connection with a delivery or release of outstanding Senior Note Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 4.6 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release.

FAIR VALUE CERTIFICATE. (a) Upon If required by applicable law, upon the delivery by the Company to the Trustee of the Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 hereof, the Company shall simultaneously 26 therewith deliver to the Trustee a certificate of an Expert (1) stating that he, she or it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date Stated Maturity of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a) shall (1) be delivered by an Expert who shall be independent of the Company and (2) in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 or 4.08 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date Stated Maturity of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be delivered by an Expert who shall be independent of the Company.27

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or 14.1 hereof and subject to Section 4.09 3.3 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; , (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; , (3) identifying the Notes Securities being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a14.6(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding Securities outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a14.6(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding Securities outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a14.6(a) shall (1) be delivered by an Expert who shall be independent of the Company and satisfactory to the Trustee in its reasonable judgment and (2) shall, in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 14.1 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 14.5 or 4.08 14.8 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the NotesSecurities, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b14.6(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes outstanding Securities at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b14.6(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding Securities outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b14.6(b) shall be delivered by an Expert who shall be independent of the CompanyCompany and satisfactory to the Trustee in its reasonable judgment. If, in connection with a delivery or release of outstanding Senior Note Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 14.6 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release.

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 401 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a404(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a404(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a404(a) shall (1) be delivered by an independent Expert who shall be independent of the Company and (2) shall, in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 401 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 407 or 4.08 409 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivereddelivered or surrendered, the stated interest rate (or the method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) Bonds, and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release or surrender will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and releasedsurrendered, as described in the certificate to be delivered pursuant to this Section 4.06(b404(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes outstanding at the date of release delivery or surrender of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b404(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of release delivery or surrender of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b404(b) shall be delivered by an Expert who independent Expert. If, in connection with a delivery or surrender of outstanding Senior Note First Mortgage Bonds provided for in subsection (a) or (b) of this Section 404, as the case may be, the Company provides to the trustee an Opinion of Counsel stating that the certificate described by the applicable subsection is not required by law, such certificate shall not be independent of the Companyrequired to be delivered hereunder in connection with such delivery or surrender.

FAIR VALUE CERTIFICATE. (a) Upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a) shall (1) be delivered by an Expert who shall be independent of the Company and (2) in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds ----------------------- are delivered or surrendered to the Company pursuant to Section 4.05 or 4.08 4.03 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity Stated Maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b)4.04, both (l1) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, value as described in the certificates to be delivered pursuant to this Section 4.06(b)4.04, of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) 4.04 shall be delivered by an Expert who shall be independent of the Company. If, in connection with a release of outstanding Senior Note First Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 4.04 is not required by law, such certificate shall not be required to be delivered thereunder in connection with such delivery or release.

FAIR VALUE CERTIFICATE. (a) Upon If required by applicable law, upon the delivery by the Company to the Trustee of Senior Note First Mortgage Bonds pursuant to Section 4.01 or Section 4.09 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it he or she is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes being issued contemporaneously therewith, and (4) stating the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a) shall (1) be delivered by an Expert who shall be independent of the Company and (2) ), in addition to the certifications described above, state the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company. (b) If Senior Note First Mortgage Bonds are delivered or surrendered to the Company pursuant to Section 4.05 or 4.08 hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate (or method of calculation of interest) of such Senior Note First Mortgage Bonds (if any) and the stated maturity date of such Senior Note First Mortgage Bonds, (3) if applicable, identifying the Notes, the payment of the interest on and principal of which has been discharged hereunder, and (4) stating that such delivery and release will not impair the lien of this Indenture in contravention of the provisions of this Indenture. If, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so delivered and released, as described in the certificate to be delivered pursuant to this Section 4.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes Outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be delivered by an Expert who shall be independent of the Company.