Common use of Voting of First Mortgage Bonds Clause in Contracts

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds, attend such meeting or meetings of holders of First Mortgage Bonds issued under the First Mortgage Bonds Indenture or, at its option, deliver its proxy in connection therewith, as it relates to matters with respect to which 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 issued under the First Mortgage Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of the First Mortgage Bonds, 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 Indenture the holders of which are eligible to vote or consent; provided, however, that the Trustee shall not vote as such holder in favor of, or give its consent to, any amendment or modification of the First Mortgage Bonds Indenture that is correlative to any amendment or modification of this Indenture referred to in Section 10.02 hereof without the prior consent and approval, obtained in the manner prescribed in said Section 10.02, of Bondholders which would be required under said Section 10.02 for such 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, attend such meeting or meetings of holders of First Mortgage Bonds first mortgage bonds issued under the First Company Mortgage Bonds Indenture or, at its option, deliver its proxy in connection therewith, as it relates to matters with respect to which 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 Company’s first mortgage bonds issued under the First Company Mortgage Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of the First Mortgage Bonds, 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 Company Mortgage Bonds Indenture the holders of which are eligible to vote or consent; provided, however, that the Trustee shall not vote as such holder in favor of, or give its consent to, any amendment or modification of the First Company Mortgage Bonds Indenture that is correlative to any amendment or modification of this Indenture referred to in any of the clauses (a) through (f) of Section 10.02 12.2 hereof without the prior consent and approval, obtained in the manner prescribed in said Section 10.0212.2, of Bondholders which would be required under said Section 10.02 12.2 for such correlative amendment or modification of this Indenture. For purposes of this Section 12.11Section, the Trustee may conclusively rely on a bondholder's ’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 IndentureCompany Mortgage, or by the First Company 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 Company 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, attend such meeting or meetings of holders of First Mortgage Bonds issued bondholders under the First Company Mortgage Bonds Indenture or, at its option, deliver its proxy in connection therewith, as it relates related to matters with respect to which 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 -43- Forsyth Series 1998B Trust Indenture consent of the holders of the First Mortgage Bonds first mortgage bonds issued under the First Company Mortgage Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of the First Mortgage Bonds, 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 Indenture Company Mortgage, the holders of which are eligible to vote or consent, as indicated in a Bondholder's Certificate (as hereinafter defined) delivered to the Trustee 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 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 give its consent to, any amendment or modification of the First Company Mortgage Bonds Indenture that is correlative to any which, if it were an amendment or modification of this Indenture referred to Indenture, would not be described in Section 10.02 12.01 hereof without the prior consent and approval, obtained in the manner prescribed in said Section 10.0212.02 hereof, of Bondholders Owners of Bonds which would be required under said Section 10.02 12.02 for such correlative an amendment or modification of this Indenture. For purposes of this Section 12.11, Before the Trustee may conclusively rely on shall vote as a bondholder's certificate 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, signed an opinion of Bond Counsel stating that such amendment or modification is authorized or permitted by this Indenture and will not impair the temporary chairman, the temporary secretary, the permanent chairman, the permanent secretary, or an inspector of votes at any meeting or meetings of bondholders validity 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 Act of the holders Bonds or adversely affect the Tax-Exempt status 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 BondholdersBonds.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds, attend such meeting or meetings of holders of First Mortgage Bonds issued bondholders under the First Mortgage Bonds Indenture or, at its option, deliver its proxy in connection therewith, as it relates related to matters with respect to which 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, otherwise when the consent of the holders of the Company’s First Mortgage Bonds issued under the First Mortgage Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of the First Mortgage Bonds, or shall consent with respect theretothereto (a) in favor of any amendment or modification of the Mortgage proposed by the Company of substantially the same tenor as those set forth in Exhibit 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 other matters relating to, the Mortgage, 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 Indenture the holders of which are eligible to vote or consent, as indicated in a Bondholder’s Certificate (as hereinafter defined) delivered to the Trustee; provided, however, that the Trustee shall not vote as such holder in favor of, or give its consent to, any amendment or modification of the First Mortgage Bonds Indenture that is correlative to any which, if it were an amendment or modification of this Indenture referred to in Section 10.02 hereof the Indenture, would require the approval of the Owners of the Bonds, without the prior consent and approval, obtained in the manner prescribed in said Section 10.0211.03 of the Indenture, of Bondholders Owners of Bonds which would be required under said Section 10.02 11.03 of the Indenture for such correlative an amendment or modification of this the Indenture as well as such other approvals and conditions as are stated in Section 11.03 of the Indenture. For purposes of this Section 12.11, the Trustee may conclusively rely on “Bondholder’s Certificate” means 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 IndentureMortgage, 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 IndentureBonds) 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 3.2(b) shall be binding upon the Issuer and the BondholdersOwners of Bonds.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds, attend such meeting or meetings of holders of First Mortgage Bonds issued under the First Mortgage Bonds Indenture or, at its option, deliver its proxy in connection therewith, as it relates to matters with respect to which 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 issued under the First Mortgage Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of the First Mortgage Bonds, 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 Indenture the holders of which are eligible to vote or consent; provided, however, that the Trustee shall not vote as such holder in favor of, or give its consent to, any amendment or modification of the First Mortgage Bonds Indenture that is correlative to any amendment or modification of this Indenture referred to in Section 10.02 hereof without the prior consent and approval, obtained in the manner prescribed in said Section 10.02, of Bondholders which would be required under said Section 10.02 for such correlative amendment or modification of this Indenture. For purposes of this Section 12.1113.11, 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 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, attend such meeting or meetings of holders of First Mortgage Bonds first mortgage bonds issued under the First Company Mortgage Bonds Indenture or, at its option, deliver its proxy in connection therewith, as it relates relate to matters with respect to which 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 Company's first mortgage bonds issued under the First Company Mortgage Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of the First Mortgage Bonds, 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 Company Mortgage Bonds Indenture the holders of which are eligible to vote or consent; provided, however, that the Trustee shall not vote as such holder in favor of, or give its consent to, any amendment or modification of the First Company Mortgage Bonds Indenture that which is correlative to any amendment or modification of this Indenture referred to in Section 10.02 12.2 hereof without the prior consent and approval, obtained in the manner prescribed in said Section 10.0212.2, of Bondholders which would be required under said Section 10.02 12.2 for such 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, attend such meeting or meetings of holders of First Mortgage Bonds issued bondholders under the First Company Mortgage Bonds Indenture or, at its option, deliver its proxy in connection therewith, as it relates related to matters with respect to which 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 first mortgage bonds issued under the First Company Mortgage Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of the First Mortgage Bonds, 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 Indenture Company Mortgage, the holders of which are eligible to vote or consent, as indicated in a Bondholder's Certificate (as hereinafter defined) delivered to the Trustee 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 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 give its consent to, any amendment or modification of the First Company Mortgage Bonds Indenture that is correlative to any which, if it were an amendment or modification of this Indenture referred to Indenture, would not be described in Section 10.02 12.01 hereof without the prior consent and approval, obtained in the manner prescribed in said Section 10.0212.02 hereof, of Bondholders Owners of Bonds which would be required under said Section 10.02 12.02 for such correlative an amendment or modification of this Indenture. For purposes of this Section 12.11, Before the Trustee may conclusively rely on shall vote as a bondholder's certificate 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, signed an opinion of Bond Counsel stating that such amendment or modification is authorized or permitted by this Indenture and will not impair the temporary chairman, the temporary secretary, the permanent chairman, the permanent secretary, or an inspector of votes at any meeting or meetings of bondholders validity 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 Act of the holders Bonds or adversely affect the Tax-Exempt status 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 BondholdersBonds.

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds, attend such meeting or meetings of holders of First Mortgage Bonds issued bondholders under the First Mortgage Bonds Indenture or, at its option, deliver its proxy in connection therewith, as it relates related to matters with respect to which 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, otherwise when the consent of the holders of the Company’s First Mortgage Bonds issued under the First Mortgage Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of the First Mortgage Bonds, or shall consent with respect theretothereto (a) in favor of any amendment or modification of the Mortgage proposed by the Company of substantially the same tenor as those set forth in Exhibit 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 other matters relating to, the Mortgage, 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 Indenture the holders of which are eligible to vote or consent, as indicated in a Bondholder’s Certificate (as hereinafter defined) delivered to the Trustee; provided, however, that the Trustee shall not vote as such holder in favor of, or give its consent to, any amendment or modification of the First Mortgage Bonds Indenture that is correlative to any which, if it were an amendment or modification of this Indenture referred to in Section 10.02 hereof the Indenture, would require the approval of the Owners of the Bonds, without the prior consent and approval, obtained in the manner prescribed in said Section 10.0211.03 of the Indenture, of Bondholders Owners of Bonds which would be required under said Section 10.02 11.03 of the Indenture for such correlative an 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.of

Voting of First Mortgage Bonds. The Trustee shall, as the holder of the First Mortgage Bonds, attend such meeting or meetings of holders of First Mortgage Bonds issued bondholders under the First Company Mortgage Bonds Indenture or, at its option, deliver its proxy in connection therewith, as it relates related to matters with respect to which 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 -43- Port of Xxxxxx Series 1998A Trust Indenture consent of the holders of the First Mortgage Bonds first mortgage bonds issued under the First Company Mortgage Bonds Indenture is sought without a meeting, the Trustee shall vote as the holder of the First Mortgage Bonds, 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 Indenture Company Mortgage, the holders of which are eligible to vote or consent, as indicated in a Bondholder's Certificate (as hereinafter defined) delivered to the Trustee 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 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 give its consent to, any amendment or modification of the First Company Mortgage Bonds Indenture that is correlative to any which, if it were an amendment or modification of this Indenture referred to Indenture, would not be described in Section 10.02 12.01 hereof without the prior consent and approval, obtained in the manner prescribed in said Section 10.0212.02 hereof, of Bondholders Owners of Bonds which would be required under said Section 10.02 12.02 for such correlative an amendment or modification of this Indenture. For purposes of this Section 12.11, Before the Trustee may conclusively rely on shall vote as a bondholder's certificate 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, signed an opinion of Bond Counsel stating that such amendment or modification is authorized or permitted by this Indenture and will not impair the temporary chairman, the temporary secretary, the permanent chairman, the permanent secretary, or an inspector of votes at any meeting or meetings of bondholders validity 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 Act of the holders Bonds or adversely affect the Tax-Exempt status 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 BondholdersBonds.