Common use of Transfer of Less than Substantially All Clause in Contracts

Transfer of Less than Substantially All. The Company reserves the right, without any consent, vote or other action by holders of bonds of the Eighty-seventh Series, or of any subsequent series, to amend the Mortgage, as heretofore amended and supplemented, to add a new paragraph at the end of Section 85 thereof reading substantially as follows: A conveyance, transfer, or lease by the Company of any part of the Mortgaged and Pledged Property shall not be deemed to constitute the conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property for purposes of this Indenture if the fair value of the Mortgaged and Pledged Property retained by the Company exceeds 167% of the aggregate principal amount of all Outstanding bonds issued under this Indenture and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, such bonds with respect to such Mortgaged and Pledged Property. Such fair value shall be established by the delivery to the Corporate Trustee of an Independent Engineer’s Certificate stating the Independent Engineer’s opinion of such fair value as of a date not more than 90 days before or after such conveyance, transfer or lease. Article XVI of this Indenture is not intended to limit the Company’s conveyances, transfers or leases of less than substantially all of the Mortgaged and Pledged Property. This paragraph is not intended to create an inference that any conveyance, transfer or lease of any part of the Mortgaged and Pledged Property shall necessarily be deemed to constitute a conveyance, transfer, or lease of all or substantially all of the Mortgaged and Pledged Property for purposes of this Indenture where the fair value of the Mortgaged and Pledged Property retained by the Company is less than 167% of the aggregate principal amount of all Outstanding bonds and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, such bonds with respect to such Mortgaged and Pledged Property.

Transfer of Less than Substantially All. The Company reserves the right, without any consent, vote or other action by holders of any series of bonds subsequent to the Twenty-second Series or by holders of bonds of the EightyTwenty-seventh Seriesfirst Series with an Issue Date subsequent to November 1, or of any subsequent series2016, to amend Section 85 of the Mortgage, as heretofore amended and supplemented, to add a new paragraph at the end of Section 85 thereof reading substantially as follows: “A conveyance, transfer, transfer or lease by the Company of any part of the Mortgaged and Pledged Property shall not be deemed to constitute the conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property as an entirety for purposes of this Indenture if the fair value Fair Value of the Mortgaged and Pledged Property retained by the Company exceeds 167% the Reciprocal of the aggregate principal amount of all Outstanding bonds issued under this Indenture and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, such bonds with respect to such Mortgaged and Pledged Property. Such fair value shall be established Bonding Ratio multiplied by the delivery to the Corporate Trustee of an Independent Engineer’s Certificate stating the Independent Engineer’s opinion of such fair value as of a date not more than 90 days before or after such conveyance, transfer or lease. Article XVI of this Indenture is not intended to limit the Company’s conveyances, transfers or leases of less than substantially all of the Mortgaged and Pledged Property. This paragraph is not intended to create an inference that any conveyance, transfer or lease of any part of the Mortgaged and Pledged Property shall necessarily be deemed to constitute a conveyance, transfer, or lease of all or substantially all of the Mortgaged and Pledged Property for purposes of this Indenture where the fair value of the Mortgaged and Pledged Property retained by the Company is less than 167% sum of the aggregate principal amount of all Outstanding bonds and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, the bonds with respect to such Mortgaged and Pledged Property. Such Fair Value shall be established by the delivery to the Corporate Trustee of an Independent Engineer’s Certificate stating the Independent Engineer’s opinion of such Fair Value as of a date not more than 90 days before or after such conveyance, transfer or lease. This Article XVI is not intended to limit the Company’s conveyances, transfers or leases of less than substantially the entirety of the Mortgaged and Pledged Property or to create an inference that any conveyance, transfer or lease of any part of the Mortgaged and Pledged Property shall necessarily be deemed to constitute a conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property as an entirety for purposes of this Indenture where the Fair Value of the Mortgaged and Pledged Property retained by the Company is less than the Reciprocal of the Bonding Ratio multiplied by the aggregate principal amount of all Outstanding bonds and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, the bonds with respect to such Mortgaged and Pledged Property.”

Transfer of Less than Substantially All. The Company reserves the right, without any consent, vote or other action by holders of bonds at least sixty-six and two-thirds per centum (66⅔%) in principal amount of the Eightybonds Outstanding under the Mortgage having consented to the amendments set forth in Section 2.10 of Article II of the Twenty-seventh Seriessecond Supplemental Indenture, or of any subsequent series, the Company hereby exercises its right to amend Section 85 of the Mortgage, as heretofore amended and supplemented, to add a new paragraph at the end of Section 85 thereof immediately following the new paragraph added pursuant to Section 1.08 of this Twenty-seventh Supplemental Indenture reading substantially as follows: “A conveyance, transfer, transfer or lease by the Company of any part of the Mortgaged and Pledged Property shall not be deemed to constitute the conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property as an entirety for purposes of this Indenture if the fair value Fair Value of the Mortgaged and Pledged Property retained by the Company exceeds 167% the Reciprocal of the aggregate principal amount of all Outstanding bonds issued under this Indenture and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, such bonds with respect to such Mortgaged and Pledged Property. Such fair value shall be established Bonding Ratio multiplied by the delivery to the Corporate Trustee of an Independent Engineer’s Certificate stating the Independent Engineer’s opinion of such fair value as of a date not more than 90 days before or after such conveyance, transfer or lease. Article XVI of this Indenture is not intended to limit the Company’s conveyances, transfers or leases of less than substantially all of the Mortgaged and Pledged Property. This paragraph is not intended to create an inference that any conveyance, transfer or lease of any part of the Mortgaged and Pledged Property shall necessarily be deemed to constitute a conveyance, transfer, or lease of all or substantially all of the Mortgaged and Pledged Property for purposes of this Indenture where the fair value of the Mortgaged and Pledged Property retained by the Company is less than 167% sum of the aggregate principal amount of all Outstanding bonds and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, the bonds with respect to such Mortgaged and Pledged Property. Such Fair Value shall be established by the delivery to the Corporate Trustee of an Independent Engineer’s Certificate stating the Independent Engineer’s opinion of such Fair Value as of a date not more than 90 days before or after such conveyance, transfer or lease. This Article XVI is not intended to limit the Company’s conveyances, transfers or leases of less than substantially the entirety of the Mortgaged and Pledged Property or to create an inference that any conveyance, transfer or lease of any part of the Mortgaged and Pledged Property shall necessarily be deemed to constitute a conveyance, transfer or lease of all or substantially all of the Mortgaged and Pledged Property as an entirety for purposes of this Indenture where the Fair Value of the Mortgaged and Pledged Property retained by the Company is less than the Reciprocal of the Bonding Ratio multiplied by the aggregate principal amount of all Outstanding bonds and any other outstanding debt of the Company secured by a purchase money lien that ranks equally with, or senior to, the bonds with respect to such Mortgaged and Pledged Property.”