Common use of SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE Clause in Contracts

SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE. The Trustee shall, as the holder of Senior Note First Mortgage Bonds, attend such meeting or meetings of bondholders under the First Mortgage or, at its option, deliver its proxy in connection therewith, as relate to matters with respect to which it is entitled to vote or consent. The Trustee shall vote all Senior Note First Mortgage Bonds then held by it, or consent with respect thereto, proportionally with the vote or consent of the holders of all other First Mortgage Bonds which are outstanding under the First Mortgage, the holders of which are eligible to vote or consent; provided, however, that the Trustee shall not so vote in favor of, or so consent to, any amendment or modification of the First Mortgage which, if it were an amendment or modification of this Indenture, would require the consent of the Holders, without the prior consent, obtained in the manner prescribed in Section 13.02 hereof, of the Holders of Outstanding Notes which would be required under said Section 13.02 for such an amendment or modification of this Indenture.

SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE. The Trustee shall, as the holder of Senior Note First Mortgage Bonds, attend such meeting or meetings of bondholders under the First Mortgage or, at its option, deliver its proxy in connection therewith, as relate to matters with respect to which it is entitled to vote or consent. The 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 is sought without a meeting, the Trustee shall vote all Senior Note First Mortgage Bonds then held by it, or consent with respect thereto, proportionally in accordance with instructions provided in a certificate of the Company or the Mortgage Trustee, which instructions (a) shall direct the Trustee to so vote or consent in proportion with the vote or consent (as of 9:00 a.m. New York City time on the day of such vote or consent) of the holders of all other First Mortgage Bonds which are first mortgage bonds outstanding under the First Mortgage, the holders of which are eligible to vote or consentconsent and (b) shall set forth said proportions; providedPROVIDED, howeverHOWEVER, that the Trustee shall not so vote in favor of, or so consent to, any amendment or modification of the First Mortgage which, if it were an amendment or modification of this Indenture, would require the consent of the Holders, without the prior consent, obtained in the manner prescribed in Section 13.02 hereof13.02, of the Holders of Outstanding Notes which would be required under said Section 13.02 for such an amendment or modification of this Indenture.

SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE. The During ---------------------------------------------------- the Senior Note First Mortgage Bond Period, the Trustee shall, as the holder of Senior Note First Mortgage Bonds, attend such meeting or meetings of bondholders under the First Mortgage or, at its option, deliver its proxy in connection therewith, as relate to matters with respect to which it is entitled to vote or consent. The Trustee shall vote all Senior Note First Mortgage Bonds then held by it, or consent with respect thereto, proportionally with the vote or consent of the holders of all other First Mortgage Bonds which are outstanding under the First Mortgage, the holders of which are eligible to vote or consent; provided, however, that the Trustee shall not so vote in favor of, or so consent to, any amendment or modification of the First Mortgage which, if it is were an amendment or modification of this Indenture, would require the consent of the Holders, without the prior consent, obtained in the manner prescribed in Section 13.02 hereof12.02 of the Original Indenture, of the Holders of Outstanding Notes which would be required under said Section 13.02 12.02 for such an amendment or modification of this the Indenture.

SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE. The Trustee shallTrustee, as the holder a Holder of Senior Note First Mortgage Bonds, shall attend such a meeting or meetings of bondholders holders of First Mortgage Bonds under the First Mortgage as to which it receives due notice, or, at its option, shall deliver its proxy in connection therewith. Either at such meeting, as relate to matters with respect to which it or otherwise where consent of holders of First Mortgage Bonds issued under the First Mortgage is entitled to vote or consent. The sought without a meeting, the Trustee shall vote all of the Senior Note First Mortgage Bonds then held by it, or shall consent or withhold its consent with respect thereto, proportionally with as directed by the vote or consent Holders of not less than a majority in aggregate principal amount of the holders of all other First Mortgage Bonds which are outstanding under the First Mortgage, the holders of which are eligible to vote or consentOutstanding Notes; provided, however, that the Trustee shall not so vote as such Holder of a particular series of Senior Note First Mortgage Bonds in favor of, or so give its consent to, any amendment or modification action which, in the Trustee's opinion, would materially adversely affect such series of the Senior Note First Mortgage whichBonds in a manner not shared generally by all other Senior Note First Mortgage Bonds, if it were an amendment or modification of this Indenture, would require except upon notification by the consent of the Holders, without the prior consent, obtained in the manner prescribed in Section 13.02 hereof, of Trustee to the Holders of the related series of Outstanding Notes which would be required under said Section 13.02 for of such an amendment or modification proposal and consent thereto of this Indenturethe holders of not less than a majority in aggregate principal amount of the Outstanding Notes of such series.