Common use of Voting of First Mortgage Bonds Clause in Contracts

Voting of First Mortgage Bonds. The Trustee shall, as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507, attend such meeting or meetings of bondholders under the First Mortgage Bond Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate to matters with respect to which it, as such holder, is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of the holders of the First Mortgage Bonds Outstanding under the First Mortgage Bond Indenture is sought without a meeting, the Trustee shall vote as holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, as follows: (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any or all amendments or modifications of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; (b) with respect to any other amendments or modifications of the First Mortgage Bond Indenture, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, proportionately with the vote of all other First Mortgage Bonds Outstanding the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's Certificate delivered to the Trustee; provided, however, that the Trustee shall not so vote in favor of, or so consent to, any amendment or modification of the First Mortgage Bond Indenture which, if it were an amendment or modification of this Indenture, would require the consent of Holders, without the prior consent, obtained in the manner prescribed in Section 1202, of Holders of Securities which would be required under said Section 1202 for such an amendment or modification of this Indenture.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507Bonds, attend such meeting or meetings of bondholders holders of First Mortgage Bonds issued under the First Mortgage Bond Bonds Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate it relates to matters with respect to which it, as such holder, it is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise otherwise, when the consent of the holders of the First Mortgage Bonds Outstanding issued under the First Mortgage Bond Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, as follows: (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any or all amendments or modifications of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; (b) with respect to any other amendments or modifications of the First Mortgage Bond Indenture, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond IndentureBonds, or shall consent with respect thereto, proportionately with what the Trustee reasonably believes will be the vote or consent of the holders of all other first mortgage bonds of the Company then outstanding under the First Mortgage Bonds Outstanding Indenture the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's Certificate delivered to the Trustee; provided, however, that the Trustee shall not so vote as such holder in favor of, or so give its consent to, any amendment or modification of the First Mortgage Bond Bonds Indenture which, if it were an that is correlative to any amendment or modification of this Indenture, would require the consent of Holders, Indenture referred to in Section 10.02 hereof without the prior consentconsent and approval, obtained in the manner prescribed in said Section 120210.02, of Holders of Securities Bondholders which would be required under said Section 1202 10.02 for such an correlative amendment or modification of this Indenture. For purposes of this Section 12.11, the Trustee may conclusively rely on a bondholder's certificate delivered to the Trustee, signed by the temporary chairman, the temporary secretary, the permanent chairman, the permanent secretary, or an inspector of votes at any meeting or meetings of bondholders under the First Mortgage Bonds Indenture, or by the First Mortgage Bonds Trustee in the case of consents of such bondholders which are sought without a meeting, which states what the signer thereof reasonably believes will be the proportionate votes or consents of the holders of all first mortgage bonds (other than the First Mortgage Bonds delivered to and held by the Trustee pursuant to this Indenture) outstanding under the First Mortgage Bonds Indenture and counted for the purposes of determining whether such bondholders have approved or consented to the matter put before them. Any action taken by the Trustee in accordance with the provisions of this Section 12.11 shall be binding upon the Issuer and the Bondholders.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507Bonds, attend such meeting or meetings of bondholders under the First Company Mortgage Bond Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate related to matters with respect to which it, as such holder, it is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the -43- Port of Xxxxxx Series 1998A Trust Indenture consent of the holders of the First Mortgage Bonds Outstanding first mortgage bonds issued under the First Company Mortgage Bond Indenture is sought without a meeting, the Trustee shall vote as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, as follows: (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any or all amendments or modifications of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; (b) with respect to any other amendments or modifications of the First Mortgage Bond Indenture, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond IndentureBonds, or shall consent with respect thereto, proportionately with the vote or consent of the holders of all other First Mortgage Bonds Outstanding first mortgage bonds of the Company then outstanding under the Company Mortgage, the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's Certificate (as hereinafter defined) delivered to the TrusteeTrustee at least two (2) hours prior to the deadline established for delivery of such vote or consent; providedprovided that, howeverin the absence of timely delivery of any such Bondholder's Certificate, that the Trustee shall not so vote on or consent to any amendment or modification of the Company Mortgage or any other matter on which it is entitled to vote or consent. The Trustee shall not vote as such holder in favor of, or so give its consent to, any amendment or modification of the First Company Mortgage Bond Indenture which, if it were an amendment or modification of this Indenture, would require the consent of Holders, not be described in Section 12.01 hereof without the prior consentconsent and approval, obtained in the manner prescribed in Section 120212.02 hereof, of Holders Owners of Securities Bonds which would be required under said Section 1202 12.02 for such an amendment or modification of this Indenture. Before the Trustee shall vote as a holder of the First Mortgage Bonds in favor of, or give its consent to, any amendment or modification of the Company Mortgage which, if it were an amendment or modification to this Indenture, would not be described in Section 12.01 hereof without the prior consent and approval of the Owners of the Bonds, there shall have been delivered to the Trustee, an opinion of Bond Counsel stating that such amendment or modification is authorized or permitted by this Indenture and will not impair the validity under the Act of the Bonds or adversely affect the Tax-Exempt status of the Bonds.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507Bonds, attend such meeting or meetings of bondholders under the First Company Mortgage Bond Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate related to matters with respect to which it, as such holder, it is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the -43- Forsyth Series 1998B Trust Indenture consent of the holders of the First Mortgage Bonds Outstanding first mortgage bonds issued under the First Company Mortgage Bond Indenture is sought without a meeting, the Trustee shall vote as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, as follows: (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any or all amendments or modifications of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; (b) with respect to any other amendments or modifications of the First Mortgage Bond Indenture, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond IndentureBonds, or shall consent with respect thereto, proportionately with the vote or consent of the holders of all other First Mortgage Bonds Outstanding first mortgage bonds of the Company then outstanding under the Company Mortgage, the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's Certificate (as hereinafter defined) delivered to the TrusteeTrustee at least two (2) hours prior to the deadline established for delivery of such vote or consent; providedprovided that, howeverin the absence of timely delivery of any such Bondholder's Certificate, that the Trustee shall not so vote on or consent to any amendment or modification of the Company Mortgage or any other matter on which it is entitled to vote or consent. The Trustee shall not vote as such holder in favor of, or so give its consent to, any amendment or modification of the First Company Mortgage Bond Indenture which, if it were an amendment or modification of this Indenture, would require the consent of Holders, not be described in Section 12.01 hereof without the prior consentconsent and approval, obtained in the manner prescribed in Section 120212.02 hereof, of Holders Owners of Securities Bonds which would be required under said Section 1202 12.02 for such an amendment or modification of this Indenture. Before the Trustee shall vote as a holder of the First Mortgage Bonds in favor of, or give its consent to, any amendment or modification of the Company Mortgage which, if it were an amendment or modification to this Indenture, would not be described in Section 12.01 hereof without the prior consent and approval of the Owners of the Bonds, there shall have been delivered to the Trustee, an opinion of Bond Counsel stating that such amendment or modification is authorized or permitted by this Indenture and will not impair the validity under the Act of the Bonds or adversely affect the Tax-Exempt status of the Bonds.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507Bonds, attend such meeting or meetings of bondholders under the First Mortgage Bond Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate related to matters with respect to which it, as such holder, it is entitled to vote or consent. So long as no Event of Default hereunder under the Indenture shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of the holders of the Company’s First Mortgage Bonds Outstanding under the First Mortgage Bond Indenture is sought without a meeting, the Trustee shall vote as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond IndentureBonds, or shall consent with respect thereto, as follows: thereto (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any amendment or all amendments or modifications modification of the Mortgage proposed by the Company of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; A hereto, (b) in favor of any amendments to or modifications of the Mortgage of substantially the same tenor as those set forth in Section 11.02 of the Indenture for amendments to the Indenture as if Section 11.02 of the Indenture were incorporated, mutatis mutandis, in this Agreement; provided, however, that, for purposes of this Agreement, all references in Section 11.02 to the Issuer shall be deemed to refer to the Company and with other correlative changes, and (c) with respect to any other amendments to, modifications of, or modifications of the First Mortgage Bond Indentureother matters relating to, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect theretoMortgage, proportionately with the vote or consent of the holders of all other First first mortgage bonds of the Company then outstanding under the Mortgage Bonds Outstanding the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's ’s Certificate (as hereinafter defined) delivered to the Trustee; provided, however, that the Trustee shall not so vote as such holder in favor of, or so give its consent to, any amendment or modification of the First Mortgage Bond Indenture which, if it were an amendment or modification of this the Indenture, would require the consent approval of Holdersthe Owners of the Bonds, without the prior consentconsent and approval, obtained in the manner prescribed in Section 120211.03 of the Indenture, of Holders Owners of Securities Bonds which would be required under said Section 1202 11.03 of the Indenture for such an amendment or modification of the Indenture as well as such other approvals and conditions as are stated in Section 11.03 of the Indenture. “Bondholder’s Certificate” means a certificate signed by the temporary chairman, the temporary secretary, the permanent chairman, the permanent secretary, or an inspector of votes at any meeting or meetings of bondholders under the Mortgage, or by the Mortgage Trustee in the case of consents of such bondholders which are sought without a meeting, which states what the signer thereof reasonably believes will be the proportionate votes or consents of the holders of all first mortgage bonds (other than the First Mortgage Bonds) outstanding under the Mortgage and counted for the purposes of determining whether such bondholders have approved or consented to the matter put before them. Any action taken by the Trustee in accordance with the provisions of this IndentureSection 3.2(b) shall be binding upon the Issuer and the Owners of Bonds.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507Bonds, attend such meeting or meetings of bondholders holders of first mortgage bonds issued under the First Company Mortgage Bond Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate to matters with respect to which it, as such holder, it is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of the holders of the First Mortgage Bonds Outstanding Company's first mortgage bonds issued under the First Company Mortgage Bond Indenture is sought without a meeting, the Trustee shall vote as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, as follows: (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any or all amendments or modifications of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; (b) with respect to any other amendments or modifications of the First Mortgage Bond Indenture, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond IndentureBonds, or shall consent with respect thereto, proportionately with what the Trustee reasonably believes will be the vote or consent of the holders of all other First first mortgage bonds of the Company then outstanding under the Company Mortgage Bonds Outstanding the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's Certificate delivered to the Trustee; provided, however, that the Trustee shall not so vote as such holder in favor of, or so give its consent to, any amendment or modification of the First Company Mortgage Bond Indenture which, if it were an which is correlative to any amendment or modification of this Indenture, would require the consent of Holders, Indenture referred to in Section 12.2 hereof without the prior consentconsent and approval, obtained in the manner prescribed in said Section 120212.2, of Holders of Securities Bondholders which would be required under said Section 1202 12.2 for such an correlative amendment or modification of this Indenture. Any action taken by the Trustee in accordance with the provisions of this Section shall be binding upon the Issuer and the Bondholders.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507Bonds, attend such meeting or meetings of bondholders under the First Mortgage Bond Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate related to matters with respect to which it, as such holder, it is entitled to vote or consent. So long as no Event of Default hereunder under the Indenture shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of the holders of the Company’s First Mortgage Bonds Outstanding under the First Mortgage Bond Indenture is sought without a meeting, the Trustee shall vote as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond IndentureBonds, or shall consent with respect thereto, as follows: thereto (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any amendment or all amendments or modifications modification of the Mortgage proposed by the Company of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; A hereto, (b) in favor of any amendments to or modifications of the Mortgage of substantially the same tenor as those set forth in Section 11.02 of the Indenture for amendments to the Indenture as if Section 11.02 of the Indenture were incorporated, mutatis mutandis, in this Agreement; provided, however, that, for purposes of this Agreement, all references in Section 11.02 to the Issuer shall be deemed to refer to the Company and with other correlative changes, and (c) with respect to any other amendments to, modifications of, or modifications of the First Mortgage Bond Indentureother matters relating to, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect theretoMortgage, proportionately with the vote or consent of the holders of all other First first mortgage bonds of the Company then outstanding under the Mortgage Bonds Outstanding the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's ’s Certificate (as hereinafter defined) delivered to the Trustee; provided, however, that the Trustee shall not so vote as such holder in favor of, or so give its consent to, any amendment or modification of the First Mortgage Bond Indenture which, if it were an amendment or modification of this the Indenture, would require the consent approval of Holdersthe Owners of the Bonds, without the prior consentconsent and approval, obtained in the manner prescribed in Section 120211.03 of the Indenture, of Holders Owners of Securities Bonds which would be required under said Section 1202 11.03 of the Indenture for such an amendment or modification of this Indenture.of

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507Bonds, attend such meeting or meetings of bondholders holders of First Mortgage Bonds issued under the First Mortgage Bond Bonds Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate it relates to matters with respect to which it, as such holder, it is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of the holders of the First Mortgage Bonds Outstanding issued under the First Mortgage Bond Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, as follows: (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any or all amendments or modifications of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; (b) with respect to any other amendments or modifications of the First Mortgage Bond Indenture, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond IndentureBonds, or shall consent with respect thereto, proportionately with what the Trustee reasonably believes will be the vote or consent of the holders of all other first mortgage bonds of the Company then outstanding under the First Mortgage Bonds Outstanding Indenture the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's Certificate delivered to the Trustee; provided, however, that the Trustee shall not so vote as such holder in favor of, or so give its consent to, any amendment or modification of the First Mortgage Bond Bonds Indenture which, if it were an that is correlative to any amendment or modification of this Indenture, would require the consent of Holders, Indenture referred to in Section 10.02 hereof without the prior consentconsent and approval, obtained in the manner prescribed in said Section 120210.02, of Holders of Securities Bondholders which would be required under said Section 1202 10.02 for such an correlative amendment or modification of this Indenture. For purposes of this Section 13.11, the Trustee may conclusively rely on a bondholder's certificate delivered to the Trustee, signed by the temporary chairman, the temporary secretary, the permanent chairman, the permanent secretary, or an inspector of votes at any meeting or meetings of bondholders under the First Mortgage Bonds Indenture, or by the First Mortgage Bonds Trustee in the case of consents of such bondholders which are sought without a meeting, which states what the signer thereof reasonably believes will be the proportionate votes or consents of the holders of all first mortgage bonds (other than the First Mortgage Bonds delivered to and held by the Trustee pursuant to this Indenture) outstanding under the First Mortgage Bonds Indenture and counted for the purposes of determining whether such bondholders have approved or consented to the matter put before them. Any action taken by the Trustee in accordance with the provisions of this Section 13.11 shall be binding upon the Issuer and the Bondholders.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507Bonds, attend such meeting or meetings of bondholders holders of first mortgage bonds issued under the First Company Mortgage Bond Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate it relates to matters with respect to which it, as such holder, it is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of the holders of the First Mortgage Bonds Outstanding Company’s first mortgage bonds issued under the First Company Mortgage Bond Indenture is sought without a meeting, the Trustee shall vote as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, as follows: (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any or all amendments or modifications of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; (b) with respect to any other amendments or modifications of the First Mortgage Bond Indenture, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond IndentureBonds, or shall consent with respect thereto, proportionately with what the Trustee reasonably believes will be the vote or consent of the holders of all other First first mortgage bonds of the Company then outstanding under the Company Mortgage Bonds Outstanding the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's Certificate delivered to the Trustee; provided, however, that the Trustee shall not so vote as such holder in favor of, or so give its consent to, any amendment or modification of the First Company Mortgage Bond Indenture which, if it were an that is correlative to any amendment or modification of this Indenture, would require Indenture referred to in any of the consent clauses (a) through (f) of Holders, Section 12.2 hereof without the prior consentconsent and approval, obtained in the manner prescribed in said Section 120212.2, of Holders of Securities Bondholders which would be required under said Section 1202 12.2 for such an correlative amendment or modification of this Indenture. For purposes of this Section, the Trustee may conclusively rely on a bondholder’s certificate delivered to the Trustee, signed by the temporary chairman, the temporary secretary, the permanent chairman, the permanent secretary, or an inspector of votes at any meeting or meetings of bondholders under the Company Mortgage, or by the Company Mortgage Trustee in the case of consents of such bondholders which are sought without a meeting, which states what the signer thereof reasonably believes will be the proportionate votes or consents of the holders of all first mortgage bonds (other than the First Mortgage Bonds delivered to and held by the Trustee pursuant to this Indenture) outstanding under the Company Mortgage and counted for the purposes of determining whether such bondholders have approved or consented to the matter put before them. Any action taken by the Trustee in accordance with the provisions of this Section shall be binding upon the Issuer and the Bondholders.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507Bonds, attend such meeting or meetings of bondholders under the First Company Mortgage Bond Indenture or, at its option, deliver its proxy in connection therewith, as such meetings relate related to matters with respect to which it, as such holder, it is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of the holders of the First Mortgage Bonds Outstanding first mortgage bonds issued under the First Company Mortgage Bond Indenture is sought without a meeting, the Trustee shall vote as the holder of First Mortgage Bonds delivered to and held by it pursuant to Sections 1504 and 1507 which were delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, as follows: (a) the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond Indenture, or shall consent with respect thereto, in favor of any or all amendments or modifications of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture; (b) with respect to any other amendments or modifications of the First Mortgage Bond Indenture, the Trustee shall vote all such First Mortgage Bonds delivered under the First Mortgage Bond IndentureBonds, or shall consent with respect thereto, proportionately with the vote or consent of the holders of all other First Mortgage Bonds Outstanding first mortgage bonds of the Company then outstanding under the Company Mortgage, the holders of which are eligible to vote or consent, as indicated in a First Mortgage Bondholder's Certificate (as hereinafter defined) delivered to the TrusteeTrustee at least two (2) hours prior to the deadline established for delivery of such vote or consent; providedprovided that, howeverin the absence of timely delivery of any such Bondholder's Certificate, that the Trustee shall not so vote on or consent to any amendment or modification of the Company Mortgage or any other matter on which it is entitled to vote or consent. The Trustee shall not vote as such holder in favor of, or so give its consent to, any amendment or modification of the First Company Mortgage Bond Indenture which, if it were an amendment or modification of this Indenture, would require the consent of Holders, not be described in Section 12.01 hereof without the prior consentconsent and approval, obtained in the manner prescribed in Section 120212.02 hereof, of Holders Owners of Securities Bonds which would be required under said Section 1202 12.02 for such an amendment or modification of this Indenture. Before the Trustee shall vote as a holder of the First Mortgage Bonds in favor of, or give its consent to, any amendment or modification of the Company Mortgage which, if it were an amendment or modification to this Indenture, would not be described in Section 12.01 hereof without the prior consent and approval of the Owners of the Bonds, there shall have been delivered to the Trustee, an opinion of Bond Counsel stating that such amendment or modification is authorized or permitted by this Indenture and will not impair the validity under the Act of the Bonds or adversely affect the Tax-Exempt status of the Bonds.