Must remain on fil«' Riv.cf in. Library £1 s>/C>s - = THE COLUMBUS RAILWAY, POWER AND LIGHT COMPANY HARRIS TRUST AND SAVINGS BANK, TRUSTEE flfoortgage Dated December 1, 1921 REFUNDING MORTGAGE GOLD BONDS ISSUABLE IN SERIES Printed in the Dnited States by The Evening Post Job Printing Office. Inc., 154 Fulton St., New Tort, N. Y. I TABLE OF CONTENTS.* Parties . Recitals . Form of coupon bonds. Form of coupon.. Form of registered bonds without coupons. Form of Trustee’s certificate. Recitals as to authorization. Granting clauses.. Description of collateral. Description of mortgaged properties. General description. Trackage formerly of The Columbus Railway Company Further trackage. Real Estate in Columbus.. (1) South High St. Car Barn... (2) South High St. Car Barn. (3) Oak St. Car Barn and General Shop. (4) Spring St. Power Station. (5) North High St. Car Barn. (6) West Broad St. Car Barn. (7) West Broad St. Car Barn. (8) Automobile Repair Shop..,. (9) West Broad St. Car Barn and adjacent lots. .. (10) Oak St. Car Storage Barns. (11) Oak St. Car Storage Yard. (12) Oak St. Car Storage Yard. (13) Olentangy Park Loop. (14) Right of Way. (15) Lots adjoining Milo Car Barn. (16) Merritt St. Car Barn and Repair Shop. (17) Storage for cars for Fair Ground service. (18) Milo Car Barn and Sub-station. Real Estate in Franklin County outside of Columbus. ... (19) Right of way east of Minerva Park. (20) Grandview Yard Gravel Bank.. (21) Grandview Storage Yard. (22) Grandview Storage Yard.. (22 1 /2) Right of Way through Minerva Park. PAGE 1 1 2 5 5 8 8 8-9 9 10-51 9 10 16 17 17 17 17 18 18 18 19 19 19 20 20 20 21 21 22 22 23 25 25 25 27 28 28 29-30 * The Table of Contents and marginal notes are not in the original Indenture as executed and delivered. II PAGE Further Real Estate in Columbus. 30 (23) Third and Gay Sts. Power Station. 30 (24) Third and Gay Sts. Power Station. 30 (25) Third and Gay Sts. Power Station. 31 (26) Mound and 17th Sts. Power Station. 31 (27) McMillan Ave. Power Station. 31 (28) McMillan Ave. Power Station. 31 Hot Water Lines. 32 Trackage formerly owned by The Central Market Street Railway Company. . 33 Further Real Estate in Columbus. 34 (29) The Central Market Street Railway Company Power Station. 34 (30) Whittier and Front Sts. Sub-station. 35 (31) Mound and Canal Sts. Sub-station......... 36 (32) Rich St. Sub-station.. 36 Further Real Estate in Franklin County outside of Columbus. 38 (33) Hague Ave. Sub-station. 38 (34) Walnut Power Station. 38 (35) Walnut Power Station... 40 (36) Pole Line Right of Way. 42 (37) Pole Line Right of Way. 43 (38) Transmission Line Tower Location. 44 (39) Grandview Yard Extension. 44 (40) Llewellyn Ave. Sub-station Site.... . 46 (41) Coal Storage adjacent to Walnut Power Station. 46 (42) Coal Storage adjacent to Walnut Power Station. 47 (43) Walnut Power Station. * 47 (44) Transmission Line Right of Way. 49 (45) Transmission Line Right of Way. 49 Transmission and Distribution Lines. 50 Property transferred by any one on behalf of the Company. 51 Excepted Properties . 52-57 Intention of this Indenture. 57 Together with Appurtenances.;.. 58 Definition of Trust Estate. 58 Definition of Electric Light and Power Properties... 58 Definition of Street Railway Properties. 59 Definition of Hot Water Properties.. 59 Habendum . 60 Underlying Mortgages. 60-61 Definition of “Divisional Railway Mortgages”. 61 In Trust Nevertheless. 61 Defeasance .:.;. 62 Trust Estate held upon conditions and covenants. 62 HI ARTICLE I. page Description, Execution and Registration of Bonds. 63-77 Sec. L Execution and authentication of bonds. 63 Conclusiveness of authentication by Trustee. 63 Sec. 2. Adoption of execution of bonds by former officers. 63 Execution of bonds by future officers. 64 Attestation of coupons. 64 Sec. 3. Bonds may be issued in series. 64 Provisions relating to all series. 64 Denominations and numbers of bonds. 65 Interchangeability of bonds. 65 Sec. 4. Provisions relating to “6% Series due 1941 v . 65-67 Sec. 5. Provisions relating to bonds of series other than “6% Series due 1941”. 67 Sec. 6. Exchanges of bonds for bonds of higher denominations. 69 Exchanges of bonds for bonds of smaller denominations. 70 Charges for exchange of bonds. 70 Sec. 7. Date of registered bonds without coupons. 70 Recording and transfer of registered bonds without coupons.... 71 Exchange of registered bonds without coupons for others of like amount. 71 Exchange of coupon bonds for registered bonds without coupons 71 • Exchange of registered bonds without coupons for coupon bonds. . 72 Charges for exchanges of bonds. 72 Sec. 8. Compliance with Stock Exchange rules or usage. 73 Sec. 9. Designation of bonds.1. 73 Use of title “First Mortgage Gold Bonds”. 73 Sec. 10. Temporary bonds.•. 74 Sec. 11. Registration and transfer of coupon bonds. 75 Sec. 12. Registered owner of bonds deemed absolute owner. 76 Sec. 13. Mutilated, destroyed or lost bonds. 77 ARTICLE II. Issue of Bonds. 77-106 Sec. 1. Total principal amount of bonds issuable under this Indenture is unlimited. 77 Restrictions on issue of bonds of all series: (a) Resolution creating each new series. 78 (b) Opinion of counsel that indebtedness represented by bonds to be issued is within authority of Company. 78 (c) Evidence of approval of Public Utilities Commission or other governmental body. 78 Opinion of counsel respecting the same. 79 ( d ) Restrictions as to maturity of bonds with respect to certain new properties . 79 IV PAGE (e) Restrictions upon the issue of bonds with respect to certain new properties until the Company shall file with the Trus¬ tee certain opinions and certificates relating to its street railway franchises in Columbus. 79-80 (/) Foregoing does not affect issue of bonds with respect to electric light and power properties not subject to any of divisional railway mortgages. 81 ( g ) Bonds may not be issued if Company is in default. 81 Sec. 2. $5,000,000 of bonds of 6% Series due 1941 may be executed forthwith. 81 Sec. 3. Reservation of bonds to retire underlying securities. 81-87 Restrictions on refunding until Company shall comply with Subdi¬ vision (e) of Section 1 of Article II. 83 Issue of bonds against cash deposited in connection with retirement of underlying securities. 84 Conditions under which underlying securities may be cancelled and the mortgage securing them satisfied. 85 Definition of Underlying Mortgages and Underlying Securities. 86 Restrictions upon issue of further underlying securities. 86 Sec. 4. Issue of bonds with respect to property acquired subsequent to Jan¬ uary 1, 1922, and conditions respecting the issue of such bonds. 87-93 Definition of Public Utility Property. 89 Issue of bonds with respect to property subject to prior mortgages. 90 Expenditure of $1,559,000 before further bonds may be issued. ... 92 Sec. 5. Requirements with respect to net earnings of the Company. 93-96 Method of determining net earnings of the Company. 94 Method of determining net earnings of Electric Light and Power Properties. 95 Sec. 6. Instruments to be furnished the Trustee prior to the authentication of bonds . 96-103 A. Resolution of the Board of Directors of the Company. 96 B. Certificate of two officers of the Company. 96-100 C. Independent engineer’s certificate. 100 D. Net Earnings certificate. 101 E. Conveyances with opinion of counsel. 102 F. Further opinion of counsel. 102 Sec. 7. Issue of bonds against deposited cash. 103 Sec. 8. Refunding of bonds due or called for redemption. 101 Sec. 9. Signature of orders or requests by Company. 105 Trustee may rely on certain instruments. 106 Sec. 10. Directors may fix price for sale of bonds. 106 ARTICLE III. Redemption of Bonds .106-109 Sec. 1. Redemption of bonds. 106 Method of redemption. 107 V PAGE Sec. 2. Redeemed bonds to be cancelled by Trustee. 109 Sec. 3. Trustee’s decision as to notice of redemption to be final. 109 ARTICLE IV. Sinking Fund .109-114 Sec. 1. Definitions of sinking fund dates and sinking fund price. 109 Sec. 2. Company covenants to maintain sinking fund and make payments to Trustee. 110 Certain bonds excluded in calculating amount outstanding. 110 Trustee may rely on certificate of Treasurer or Assistant Treasurer of the Company. 110 Interest added to sinking fund. Ill Sec. 3. Trustee shall apply sinking fund to purchase of outstanding bonds. .. . Ill Company may prescribe conditions of application of moneys in sinking fund in excess of 2%% of amount of outstanding bonds. Ill Trustee shall advertise for proposals to sell bonds for the sinking fund 111 Acceptance of bids. .. 112 Bonds held by the Company and excluded bonds not to be purchased. . 112 Trustee to redeem bonds when unable to purchase bonds. 113 Sinking fund to be dealt with as part of proceeds if trust estate is sold. 113 Sec. 4. Payments to sinking fund reduced to 1% of outstanding bonds when certain certificates and opinions are filed. 113 Sec. 5. Bonds acquired by Trustee with sinking fund moneys must be can¬ celled and delivered to Company. 113 Sec. 6. Directors may determine whether bonds, other than 6% Series due 1941, are entitled to benefit of sinking fund. 114 Directors may provide different sinking fund price for bonds other than 6% Series due 1941. 114 Directors may provide additional sinking fund. 114 ARTICLE V. Covenants .114-127 Sec. 1. To pay interest and principal.114-115 Sec. 2. To maintain office or agency in Hew York. 115 Sec. 3. Seisin, possession, freedom from liens, etc. 115 Sec. 4. Further assurances. 11G Sec. 5. To record and file Indenture and supplemental indentures. 116 Sec. 6. To maintain corporate existence, preserve franchises, comply with laws . 116 Sec. 7. Covenants with respect to underlying securities and mortgages. 117 Sec. 8. To preserve lien and prevent equal or prior liens and charges. 117 Sec. 9. To pay taxes. 118 Sec. 10. To keep property insured.118-119 Sec. 11. To permit examination by Trustee, to furnish reports and other in¬ formation . 119 VI PAO.E Sec. 12. Trustee may make payments if Company defaults. 120 See. 13. Not to issue bonds contrary to provisions of this Indenture or law. .. .120-121 Sec. 14. Subsequent mortgages to be expressly subject to prior lien of this Indenture. 121 Sec. 15. To perform covenants in supplemental indentures. 121 Sec. 16. (A) To maintain property; minimum percentages of gross operating revenues to be expended for maintenance and/or depreciation.. . 121 Percentages to be readjusted at 5 year intervals. 122 (B) To file certificate of expenditures and/or appropriations for main¬ tenance and/or depreciation. 123 Cash to be paid to Trustee in certain cases. 123 (C) Certificate of acquisition of additional property in lieu of cash payment . 123 Reserve for maintenance; when payable to Company. <■ 124 (D) Property included in certificate may not be further used as basis for bonds or withdrawal of cash. 125 Interest allowed on reserve for maintenance. 125 In case of sale reserve for maintenance added to proceeds. 125 (E) Arbitration of percentage of gross operating revenues or readjust¬ ments thereof. 125 Sec. 17. Restrictions upon dividends which may be declared or paid by the Company . 127 ARTICLE YI. t • - - * Remedies .127-144 Sec. 1. Extended Coupons. 127 Sec. 2, Events of default defined and enumerated. 128 Declaration that principal is due. 129 Rescission of declaration. 130 Sec. 3. Rights of Trustee on happening of events of default. 130 I. Entry .. 130 Application of income of trust estate. 131 Restoration of trust estate to Company. 132 II. Sale of trust estate. 132 III. Sale of collateral.. 133 Notice of sale. 133 Application of proceeds of sale. 134 IV. Proceedings at law or in equity. 134 Remedies not exclusive. 135 Delay or omission not to be waiver. 135 Sec. 4. Judicial sale,,. 135 Appointment of Receiver.. 135 Sec. 5. Sale in one parcel or in several parcels. 136 I r VII PAGE Sec. 6. Adjournment of sale. 136 Sec. 7. Receipt for purchase money. 136 Sec. 8. Purchaser may use bonds in payment. 137 Sec. 9. Conveyance to purchaser at any sale.. 137 Sec. 10. Entire interest of Company to be divested by sale. 138 Sec. 11. Application of proceeds of sale. 138 Sec. 12. Sale matures principal of bonds. 139 Sec. 13. Company covenants on default to pay principal and interest to Trustee . 140 Right of Trustee to secure judgment therefor. 140 Application of moneys collected by Trustee. 141 Sec. 14. Waiver of stay, extension, valuation, appraisement and redemption laws .. 141 Sec. 15. Majority of bondholders may direct proceedings. 142 Sec. 16. Duty of Trustee to act to protect and enforce its rights and the rights of the bondholders. 142 Sec. 17. Bondholders cannot avail of certain remedies unless Trustee refuses or neglects to act. 143 Absolute right of bondholders to enforce payment of principal and interest . 143 Sec. 18. Rights not affected by discontinuance or abandonment of proceedings. 144 Sec. 19. Remedies not restricted to any particular property. 144 Sec. 20. Trustee may enforce remedies without possession of bonds or coupons. 144 ARTICLE VII. Concerning the Bondholders.. Execution of requests; proof of ownership...., : I ARTICLE VIII. Immunities of Officers, Directors and Stockholders . 146 ARTICLE IX. Concerning Securities held by the Trustee .147-149 Until an event of default shall occur, Company may collect principal of or interest on pledged securities.. Right of Trustee in case of default. Company is entitled only to income from current operations. Redemption of underlying securities.... ARTICLE X. Concerning the Trust Estate .149-151 Sec. 1. While not in default Company may retain possession of trust estate. .. 149 Company may make changes in leases, contracts, etc. 149 147 148 148 149 145-146 145 VIII PAGE Sec. 2. Company may sell worn out equipment, supplies, etc. 150 Sec. 3. Conditions of surrender or modification of any electric light and power or street railway franchise. 150 Sec. 4. Conditions of sale or exchange of other property. 151 A. Resolution of Directors authorizing sale or exchange. 151 B. Certificate of officers. 151 C. Certificate of engineer or other expert. 152 D. When the consideration consists of property. 153 E. Opinion of counsel. 153 F. Consideration to be paid or delivered to Trustee. 153 Trustee may release property taken by eminent domain. 153 Purchaser not bound to inquire into authority of Trustee or see to application of consideration. 154 Sec. 5. Application of money received by Trustee. 154 Interest on funds held by Trustee. 156 Any such funds held by the Trustee to be dealt with as part of pro¬ ceeds of sale if trust estate is sold. 156 Sec. 6. Receiver or Trustee in possession may exercise powers. 156 Sec. 7. Required evidence sufficient authority for Trustee. 157 ARTICLE XI. Defeasance . 157 Sec. 1. Satisfaction of this Indenture. 157 Sec. 2. Funds deposited with Trustee to pay principal and interest of the bonds 157 ARTICLE XII. The Trustee .158-163 Sec. 1. Conditions of acceptance of trust. 158 ( a ) Trustee is not obliged to do certain things. 158 ( b ) Trustee is not responsible for validity of Indenture or bonds or for recitals therein. 159 ( c ) Trustee may employ agents, but is not responsible for acts if reasonable care is exercised in appointment thereof. 159 ( d ) Trustee may advise with counsel. 159 (e) Trustee may rely on instruments furnished to it. 160 (/) Trustee may rely on certificate of officers as evidence of facts, the proof of which is not specifically provided for. 160 ( g ) Trustee shall be entitled to reasonable compensation and re¬ imbursement for expenditures and to a prior lien for pay¬ ment thereof. 161 (h) Trustee is not obliged to enforce trust unless requested by holders of not less than 25% of bonds. 161 ( i ) Trustee may assume that there is no default unless notice is given by holders of 10% of bonds. 162 IX PAGE O’) Trustee may request inspection of bonds and establishment of title thereto. 1C2 (k) Trustee is not accountable for use of bonds or proceeds. 162 (0 Trustee may acquire and hold bonds or underlying securities 162 ARTICLE XIII. Resignation, Removal and Substitution of Trustees.163-166 Sec. 1. Resignation of Trustee. 163 Sec. 2. Removal of Trustee. 163 Sec. 3. Appointment of successor Trustee. 163 Sec. 4. Vesting of trust estate in successor. 164 Sec. 5. Merger or consolidation of Trustee. 165 Sec. 6. Authentication or delivery of bonds by successor Trustee. 165 Sec. 7. Trustee not required to give bond or security. 166 Sec. 8. Definition of word “Trustee”. 166 ARTICLE XIV. Consolidation, Merger and Purchase.166-170 Sec. 1. Consolidation, merger, conveyance or lease by Company permitted. .. . 166 Supplemental Indenture to be executed by successor. 167 Sec. 2. Successor corporation substituted for Company. 167 Conditions imposed upon successor. 168 Sec. 3. Extent to which property of successor corporation shall be subject to the lien of this Indenture. 169 Sec. 4. Definition of term “Company”. 170 Sec. 5. Surrender of powers by Company. 170 ARTICLE XV. Supplemental Indentures.170-171 Sec. 1. Execution and purposes of supplemental indentures. 170 Sec. 2. Trustee is authorized to execute supplemental indentures. 171 ARTICLE XVI. Sundry Provisions. 172 Sec. 1. Successors and assigns. 172 Sec. 2. Covenants are for benefit only of parties and bondholders. 172 Sec. 3. Counterparts . 172 Testimonium . 172 Signatures .i. 173 Acknowledgments.173-174 Recorder’s Certificate. 174 indenture, dated as of the first day of December, in the year one Parties, thousand nine hundred and twenty-one, between The Columbus Railway, Power and Light Company, a corporation duly organized and existing under and by virtue of the laws of the State of Ohio (here¬ inafter sometimes called the “Company”), party of the first part, and Harris Trust and Savings Bank, a corporation duly organized and existing under and by virtue of the laws of the State of Illinois (herein¬ after sometimes called the “Trustee”), party of the second part. Whereas, the Company deems it necessary, from time to time, to Recitals, borrow money for its proper corporate purposes and to issue its bonds therefor, and to secure the payment of said bonds by a mortgage on all its property and franchises, now owned or hereafter acquired except as here¬ inafter set forth, and to that end, has duly authorized and directed the issue of its bonds, not limited in aggregate principal amount except as hereinafter otherwise provided, to be known as its Refunding Mortgage Gold Bonds, to be issued in one or more series, to mature on such date, to bear such rate of interest, to be coupon bonds and/or registered bonds without coupons and to contain such other specifications and provisions as are hereinafter in this Indenture provided or permitted, and has duly authorized and directed the execution and delivery of this Indenture in order to secure the payment of the principal of and interest on said bonds, to provide for the authentication thereof by the Trustee and to establish and declare the terms and conditions upon which said bonds are to be issued, received and held; and Whereas, the bonds, the coupons to be attached thereto and the Recitals, certificate of the Trustee to be endorsed thereon, are to be substantially in the following forms, respectively, the series, numbers and denomina¬ tions, dates of maturity and of interest payments, and rates of interest and date fixing the standard of weight and fineness of gold coin to be paid, to be inserted therein, and such other appropriate insertions, omissions and'variations to be made in respect of such bonds and coupons as may 2 Form of coupon bonds. be authorized by the Board of Directors of the Company to express the terms and conditions of redemption of the bonds before maturity (if redeemable), and of convertibility thereof (if convertible), to express the covenants of the Company in respect of payment of taxes, and in other respects to express the terms and conditions on which said bonds are issued, as required or permitted by this Indenture: [form of coupon bond.] UNITED STATES OF AMERICA State of Ohio THE COLUMBUS RAILWAY, POWER AND LIGHT COMPANY Refunding Mortgage Gold Bond No. Series $. The Columbus Railway, Power and Light Company (hereinafter called the Company), a corporation of the State of Ohio, for value received, hereby promises to pay to bearer, or if this bond be registered, to the regis¬ tered holder hereof, on the first day of , at its office or agency in the Borough of Manhattan, City of New York, the sum of Dollars ($ ), in gold coin of the United States of America of or equal to the standard of weight and fineness as it existed on the first day of and to pay interest thereon from the first day of December, 1921, at the rate of per cent. ( %) per annum, in like gold coin at said office or agency of the Company, or at the option of the holder at the office of the Trustee in the City of Chicago, on the first day of and the first day of in each year, until the payment of said principal sum, but only upon presentation and surrender of the interest coupons hereto attached as they severally mature. This bond is one of an authorized issue of bonds of the Company, known as its Refunding Mortgage Gold Bonds, issued and to be issued in one or more series, under, and all equally and ratably secured by, an Indenture, dated as of December 1, 1921, duly executed by the Company to Harris Trust and Savings Bank, a corporation of the State of Illinois, as Trustee, to which Indenture reference is hereby made for a description of the properties and franchises mortgaged and con¬ veyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and the rights of the holders of the bonds and of the Trustee in respect of such security. As provided in said Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. In case an event of default, as defined in said Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in said Indenture. This bond is transferable by delivery unless registered as to prin¬ cipal in the name of the holder on books of the Company to be kept for that purpose at the office or agency of the Company in the Borough of Manhattan, City of New York, and at the office of the Trustee, such registration to be noted hereon. After such registration, no transfer shall be valid unless made upon said books by the registered holder, in person or by his attorney duly authorized in writing, and similarly noted hereon; but this bond may be discharged from registration by being, in like manner, transferred to bearer, and thereupon transferability by delivery shall be restored, after which this bond may again, from time to time, be registered or made transferable to bearer as before. Such regis¬ tration, however, shall not affect the negotiability of the coupons for in¬ terest hereto attached, which shall always continue to be payable to bearer and to be transferable by delivery merely and payment to the bearer thereof shall fully discharge the Company in respect of the interest therein mentioned, whether or not this bond be registered. The holder of bonds of the denomination of $1,000 or aggregating $1,000 or an authorized multiple thereof, at his option, may surrender the same, with all unmatured coupons attached thereto, in exchange for a registered bond of the same series, without coupons, for a like amount of principal, bear- 4 ing interest from the next preceding interest day, which registered bond may in turn be re-exchanged for said coupon bond or bonds, all as pro¬ vided in the Indenture, and upon payment, in any event, of the charges therein prescribed. No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of said Indenture, against any incorporator, or against any past, present or future stockholder, director or officer of the Com¬ pany, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assess¬ ment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as a part of the consideration of the issue hereof, expressly waived and released by every holder hereof, as more fully pro¬ vided in said Indenture. Neither this bond nor any of the annexed interest coupons shall be valid or become obligatory for any purpose unless and until the certifi¬ cate endorsed hereon shall have been executed by the Trustee under said Indenture. In witness whereof, The Columbus Railway, Power and Light Company has caused this bond to be signed by its President or one of its Vice-Presidents, and its corporate seal to be hereunto affixed and the same to be attested by its Secretary or one of its Assistant Secretaries, and coupons for said interest bearing the facsimile signature of its Treasurer to be hereunto attached, as of the first day of December, 1921. The Columbus Railway, Power and Light Company, By Attest: 5 [form of interest coupon.] No. $. On the first day of , The Columbus Railway, Power and Light Company, will pay to bearer, at its office or agency in the Borough of Manhattan, City of New York, or, at the option of the holder, at the office of the Trustee in the City of Chicago, Dollars ($ ) gold coin of the United States, being months’ interest then due on its Refund¬ ing Mortgage Gold Bond Series , number This coupon will not be payable if said bond shall have been called for previous redemption and payment thereof duly provided for. •' I,..? V' . • .1 %• • . , . Y. Treasurer. Lv:, 1 s I 1 pv: ' ■ ■: '■ ' • A;. The words “This coupon will not be payable if said bond shall have been called for previous redemption and payment thereof duly provided for”, will appear only upon coupons to which they are applicable, by reason of provisions for redemption prior to maturity contained in the bonds to which such coupons are attached. [form of registered bonds without coupons.] UNITED STATES OF AMERICA State of Ohio THE COLUMBUS RAILWAY, POWER AND LIGHT COMPANY Refunding Mortgage Gold Bond No. .Series. $. The Columbus Railway, Power and Light Company (hereinafter Called the Company), a corporation of the State of Ohio, for value received, hereby promises to pay to or registered assigns, on the first day of , at its office or agency in the Borough of Manhattan, City of New York, the sum of Dollars ($ ), in gold coin of the United States of America, of or equal to the standard of weight and fineness as it existed Form of coupon. Form of registered bonds without coupons. 6 on the first day of , and to pay interest thereon at the rate of per cent. ( %) per annum, in like gold coin, from the interest day ( or ) next preceding the date of this bond, payable at said office or agency of the Company in the Borough of Manhattan, City of New York, on the days of and in each year, until such principal shall be paid. This bond is one of an authorized issue of bonds of the Company, known as its Refunding Mortgage Gold Bonds, issued and to be issued in one or more series, under, and all equally and ratably secured by, an Indenture, dated as of December 1, 1921, duly executed by the Company to Harris Trust and Savings Bank, a corporation of the State of Illinois, as Trustee, to which Indenture reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and condi¬ tions upon which the bonds are issued and the rights of the holders of the bonds and of the Trustee in respect of such security. As pro¬ vided in said Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. In case an event of default, as defined in said Indenture, shall occur the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in said Indenture. This bond is transferable by the registered holder hereof in person or by his attorney duly authorized in writing, on the books of the Company at its office or agency in the Borough of Manhattan, City of New York and at the office of the Trustee, upon surrender and cancellation of this bond, and, thereupon, a new registered bond of the same series will be issued to the transferee in exchange herefor, and this bond with others of like form may in like manner be exchanged for one or more new registered bonds of the same series of higher or lower authorized denominations, but of the 7 same aggregate principal amount; or the registered holder of this bond, at his option, may surrender the same for cancellation in exchange for a like amount of the principal thereof in coupon bonds of the same series, with coupons attached maturing on and after the next ensuing interest date, which coupon bonds in appropriate amounts may in turn be re-ex- clianged for registered bonds without coupons of the same series and of the same aggregate principal amount, all as provided in the Indenture, and upon payment, in any event, of the charges therein prescribed. No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of said Indenture, against any incorporator, or against any past, present or future stockholder, director or officer of the Com¬ pany, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assess¬ ment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration of the issue hereof, expressly waived and released by every holder hereof, as more fully pro¬ vided in said Indenture. This bond shall not be valid or become obligatory for any purpose unless and until the certificate endorsed hereon shall have been executed by the Trustee under said Indenture. In witness whereof, The Columbus Rahway, Power and^ight Company has caused this bond to be signed by its President or one of its Vice-Presidents, and its corporate seal to be hereunto affixed and the same to be attested by its Secretary or one of its Assistant Secretaries, this day of The Columbus Railway, Power and Light Company, By. Attest: 8 Form of Trustee’s certificate. Recitals as to authoriza¬ tion. Granting clause. [form of trustee's certificate.] This bond is one of the (temporary) bonds, of the series designated therein, described in the within mentioned Indenture. Harris Trust and Savings Bank, Trustee. By., ; and Whereas, the Board of Directors and the stockholders of the Com¬ pany, at meetings thereof respectively duly convened and held, have duly authorized the execution and delivery of this Indenture; and Whereas, all other acts and things prescribed by law necessary to make said bonds when executed by the Company and authenticated by the Trustee and issued, the valid, binding and negotiable obligations of the Company and to make this Indenture a valid and binding mortgage and deed of trust for the security of said bonds in accordance with their terms, have been done and performed; and the execution and delivery of this Indenture have been in all respects duly authorized; Now, THEREFORE, THIS INDENTURE WITNESSETH, that, in Order to secure the payment of the principal and interest of all bonds at any time issued and outstanding under this Indenture according to their tenor, purport and effect, and the performance and observance of all the covenants and conditions therein and herein contained, and to declare the terms and conditions upon and subject to which said bonds are secured, and for and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of such bonds by the holders thereof, and of the sum of one dollar, lawful money of the United States of America to the Company duly paid by the Trustee at and before the ensealing and delivery hereof, the receipt whereof is hereby acknowledged, the Company has executed and delivered this Indenture and has bargained, sold, assigned, transferred, deposited, 9 pledged and set over, and by these presents does bargain, sell, assign, transfer, deposit, pledge and set over unto Harris Trust and Savings Bank, as Trustee, and to its successor or successors in said trust, and to its and their assigns forever: $6,000,000, principal amount of the First Refunding and Extension Sinking Fund Mortgage Five Per Cent. Gold Bonds of the Company, with all unmatured coupons thereto attached, issued under a certain Indenture of Mortgage to Girard Trust Company, as Trustee, dated April 1, 1915, securing a total authorized issue of $25,000,000 principal amount of such bonds, of which $10,682,000, principal amount, including the bonds hereby pledged, are outstanding at the date of the execution and delivery hereof; and has granted, bargained, sold, released, conveyed, assigned, trans¬ ferred, pledged, set over and confirmed, and by these presents does grant, bargain, sell, release, convey, assign, transfer, pledge, set over and con¬ firm unto Harris Trust and Savings Bank, as Trustee, and to its successor or successors in said trust, and to its and their assigns forever, all and singular the following described properties—that is to say: All of the estates and properties, real, personal and mixed, rights, privileges, franchises and choses in action of every nature and kind and wheresoever situate, now or hereafter owned or possessed by, or belonging to, the Company, or to which it is now, or may at any time hereafter be, in any manner entitled in law or in equity, except as hereinafter expressly provided; including all of its railroad, street and interurban railway, elec¬ tric light and power and hot water heating and other supply lines, all plants and properties, rights, privileges and appurtenances used in con¬ nection therewith, transmission and distribution systems, real estate, power houses, sub-stations, car barns and shops, pipe lines, offices and other buildings, structures and improvements, equipment and machinery, dynamos, transformers, generators, boilers and engines, rolling stock, rails, ties, tracks, sidings, poles, wires, towers and overhead construction, motors, lamps and electrical equipment, cables, conduits and underground Description of collateral. Additional granting clause. General description. 10 Description of mortgaged properties. Trackage formerly of The Columbus Railway Company. construction, bridges, viaducts, fixtures, toons and appliances, supplies, stores, materials, rights of way, contracts, riparian and water rights, sit¬ uated and/or employed in the City of Columbus and in the County of Franklin, in the State of Ohio, and elsewhere, and all ordinances, con¬ sents, licenses, easements, franchises, privileges and immunities, now owned or hereafter acquired, by the Company, including all tolls, reve¬ nues, earnings, income, rents, issues and profits, arising or to arise out of the estates, properties and franchises covered by this Indenture. The following described properties, among others, are included in and conveyed by this Indenture: Trackage Formerly of The Columbus Railway Company. First. The trackage formerly of The Columbus Railway Company, to-wit: (1) Commencing on Neil Avenue at its intersection with Woodward Avenue, now called Eleventh Avenue; thence south on Neil Avenue to Goodale Street; thence east on Goodale Street to its intersection with High Street, being ten thousand and eighty-eight and seven tenths (10,088.7) feet of double track and seventy-eight and one tenth (78.1) feet of single track. (2) Also, commencing at the end of terminal loop in Olentangy Park; thence east to the intersection with High Street, also commencing where the north corporation line crosses High Street ; thence south on High Street to the intersection where the south corporation line crosses the same, being thirty-four thousand four hundred and ninety-six and nine tenths (34,496.9) feet of double track and one thousand eight hun¬ dred and forty-eight and two tenths (1,848.2) feet of single track. Of the double track on High Street between Long and Broad Streets, nine hundred and forty-five (945) feet, one track belongs to the High Street line and one to the Long Street line. (3) Also, commencing on Rose Avenue near the south line of Frank¬ lin Park; thence south on Rose Avenue to its intersection with Main 11 Street, being one thousand five hundred and sixty-seven and nine tenths (1,5G7.9) feet of double track and five hundred and forty-seven and five tenths (547.5) feet of single track. (4) Also, commencing on Platt Street at a point two thousand and seven (2,007) feet west of Dawson Street; thence east on Platt Street to Dawson Street; thence south on Dawson Street to Walnut Street; thence west on Walnut Street to Drexel Street; thence south on Drexel Street to Main Street; thence west on Main Street to High Street, being fourteen thousand six hundred and fifty-two and four tenths (14,052.4) feet of double track and ten thousand one hundred and fifty-five and six tenths (10,155.6) feet of single track. (5) Also, commencing on Oak Street at its intersection with Fair- wood Avenue; thence west on Oak Street to its intersection with Grant Avenue; thence south on Grant Avenue to its Intersection with State Street; thence west on State Street to its intersection with High Street, being ten thousand seven hundred and forty eight and five tenths (10,748.5) feet of double track and two thousand nine hundred and ninety-nine and five tenths (2,999.5) feet of single track. (6) Also, commencing on Mulberry Street at its intersection with Broad Street; thence north on Mulberry Street to its intersection with Long Street ; thence west on Long Street to its intersection with High Street; thence south on High Street (one track) to its intersection with Broad Street, being twelve thousand five hundred and sixty-eight and six tenths (12,568.6) feet of double track and seven hundred and ten and four tenths (710.4) feet of single track. Of the double track on High Street between Long and Broad Street nine hundred and forty-five (945) feet, one track belongs to the Long Street line and one to the High Street Line. (7) Also, commencing on Atcheson Street at a point two hundred (200) feet, east of Taylor Avenue; thence west on Atcheson Street to its intersection with Taylor Avenue; thence south on Taylor Avenue to its intersection with Mt. Vernon Ave’Uue; thence west on Mt. Vernon 12 Avenue to its intersection with Eighth Street, now called Cleveland Avenue; thence south on Cleveland Avenue to its intersection with Long Street, being nine thousand and sixty-three (9,0G3) feet of double track and two thousand thirty-two and three tenths (2,032.3) feet of single track. (8) Also, commencing on Schiller Street (now Whittier Street) at its intersection with Lockbourne Avenue; thence west on Schiller Street (now Whittier Street) to its intersection with High Street, being nine thousand three hundred and thirty two and twenty-seven hundredths (9,332.27) feet of double track and eiglity-six and six tenths (86.6) feet of single track. (9) Also, commencing at Woodward Avenue, now called Eleventh Avenue, near its intersection with the Big Four Railroad; thence north parallel with the Big Four Railroad to Chittenden Avenue; thence west on Chittenden Avenue to its intersection with High Street, being three thousand two hundred thirty-five and seven tenths (3,235.7) feet of double track and seven hundred eighty-nine and eight tenths (789.8) feet of single track. (10) Also, commencing on Ivelton Avenue at its intersection with Main Street; thence south on Ivelton Avenue to its intersection with Livingston Avenue; thence south into Driving Park and return to Liv¬ ingston Avenue; thence west on Livingston Avenue to its intersection with High Street, being twelve thousand four hundred eighty-seven and three tenths (12,847.3) feet of double track and three thousand eight hundred eighty-eight and seven tenths (3,888.7) feet of single track. (11) Also, commencing on Fourth Street at its intersection with Livingston Avenue; thence north on Fourth Street to its intersection with Wyandotte Avenue, being twenty-one thousand seventy-six and six tenths (21,076.6) feet of double track. (12) Also, commencing on Chestnut Street at its intersection with Fourth Street; thence west on Chestnut Street to its intersection with 13 High Street, being one thousand three hundred fifteen and two tenths (1,315.2) feet of double track. (13) Also, commencing on Goodale Street at its intersection with Fourth Street; thence west on Goodale Street to its intersection with High Street, being one thousand three hundred seventy-eight and nine tenths (1,378.9) feet of double track. (14) Also, commencing on Goodale Street at its intersection with Neil Avenue; thence west on Goodale Street to its intersection with Broadview Avenue; thence north on Broadview Avenue to its intersec¬ tion with First Avenue; thence west on First Avenue to its intersection with Cambridge Place Avenue; thence north on Cambridge Place Avenue to its intersection with Third Avenue; thence west on Third Avenue to its intersection with Arlington Avenue; thence north on Arlington Avenue and Arlington Avenue extended to a point nine hundred nineteen and three tenths (919.3) feet north of the center line of Fifth Avenue, being fourteen thousand six hundred forty-five and five tenths (14,645.5) feet of double track and five thousand twenty-four and one tenth (5,024.1) feet of single track. (15) Also, commencing on Arlington Avenue at its intersection with Third Avenue; thence south on said Arlington Avenue four hundred and twenty (420) feet, being four hundred and twenty (420) feet of single track. (16) Also, commencing on Parsons Avenue at its intersection with the south corporation line of the City of Columbus; thence north on said Parsons Avenue to Fulton Street, being ten thousand seven hundred fifty-six and six tenths (10,756.6) feet of double track and one thousand seven hundred twenty-eight and four tenths (1,728.4) feet of single track; thence west on said Fulton Street to Front Street being five thousand three hundred two and nine tenths (5,302.9) feet of double track; thence north on said Front Street to Spruce Street; thence west on said Spruce Street to Harrison Avenue, thence north on said Harrison Avenue to 14 First Avenue, thence west on said First Avenue to Pennsylvania Avenue, thence north on said Pennsylvania Avenue to Fifth Avenue, being fifteen thousand three hundred and ninety-seven and two tenths (15,397.2) feet of double track and one hundred eighty-one and five tenths (181.5) feet of single track. (17) Also, commencing at the intersection of Spring and Front Streets, thence east on said Spring Street to Neilston Street, thence north on said Neilston Street to Nagliten Street, being three thousand two hundred forty-nine and seven tenths (3,249.7) feet of double track. (18) Also, commencing at the intersection of Town and Front Streets, thence east on said Town Street to High Street, being five hundred seventy-three and one tenth (573.1) feet of double track. (19) Also, commencing on Cleveland Avenue at its intersection with Buckingham Street; thence north on said Cleveland Avenue to its inter¬ section with Woodward Avenue ; thence west on said Woodward Avenue to Central South Gate of the Ohio State Fair Ground, being eleven thousand two hundred twenty-two and three tenths (11,222.3) feet of double track. (20) Also, commencing on Cleveland Avenue at its intersection with Woodward Avenue; thence north on said Cleveland Avenue, formerly Harbor Road to the west entrance to Minerva Park, thence east through said park and private right of way to the Blendon Turnpike, thence north on said Turnpike to the south corporation line of the Village of Wester¬ ville, thence by State Street north through said village to a point near its north corporation line, being twenty-three thousand fifty-two and two tenths (23,052.2) feet of double track and thirty-five thousand four hun¬ dred ten and eight tenths (35,410.8) feet of single track. (21) Also, commencing on Broad Street at its intersection with High Street in said City of Columbus; thence west on Broad Street to Hague Avenue, being seventeen thousand five hundred fifty-six and four tenths (17,556.4) feet of double track, and three thousand two hundred twelve and seven tenths (3,212.7) feet of single track. 15 (22) Also, commencing on Glenwood Avenue at its intersection with said Broad Street, thence south on Glenwood Avenue to the Harrisburg Turnpike; thence southwesterly on the Harrisburg Turnpike to the inter¬ section of said Turnpike with the old Chillieothe Road; thence south on the old Chillieothe Road to the west entrance gate of Greenlawn Cemetery, being four thousand three hundred seventy-seven and seven hundredths (4,377.07) feet of double track and three thousand one hundred seven and ninety-three hundredths (3,107.93) feet of single track. (23) Also, commencing on Sandusky Street at its intersection with Broad Street; thence south on Sandusky to Sullivant Avenue; thence west on Sullivant Avenue to the intersection with Glenwood Avenue, being five thousand five hundred sixty-eight and four tenths (5,508.4) feet of double track. (24) Also, commencing on Third Street at its intersection with Long Street in the said City of Columbus; thence north on Third Street to Chestnut Street, being one thousand and forty-six (1,046) feet of double track. (25) Also, commencing on Nagliten Street at its intersection with Fourth Street thence east on Naghten Street to Neilston Street; thence north on Neilston Street to Mt. Vernon Avenue; thence on Mt. Vernon Avenue eastwardly to Cleveland Avenue; thence northwardly on Cleve¬ land Avenue to Buckingham Street; thence eastwardly on Buckingham Street to Jefferson Avenue; thence northwardly on Jefferson Avenue to Leonard Avenue; thence eastwardly on Leonard Avenue crossing St. Clair Avenue, to Felton Avenue; thence eastwardly on Felton Avenue to Leonard Avenue; thence northeastwardly on Leonard Avenue to the old city limits line near the intersection of Leonard and Wetmore Avenues, being nine thousand one hundred twenty-four and seven tenths (9,124.7) feet of double track and one thousand one hundred twenty-five and four tenths (1,125.4) feet of single track. (2G) Also, commencing on Front Street at its intersection with Goodale Street; thence north on said Front Street three hundred and 16 Further trackage. thirty-three (333) feet, being one hundred sixty-five and three tenths (165.3) feet of double track and one hundred sixty-seven and seven tenths (167.7) feet of single track. (27) Also, on the Mound Street Viaduct over the Hocking Valley and Toledo and Ohio Central Railways, being two hundred eighty and four tenths (280.4) feet of single track. (28) All of the above described lines of railroad aggregate two hundred and fifty-six thousand six hundred and twenty-six and seventy- seven hundredths (256,626.77) feet of double track and eighty thousand two hundred fifty-five and eighty-three hundredths (80,255.83) feet of single track, being a total of one hundred and twelve and four hundred and seven thousandths (112.407) miles of single track equivalent, and were conveyed to the Company by The Columbus Railway Company by deed dated the 29th day of January, 1914, and recorded in Deed Book Number 559, pages 101 ct seq. Recorder’s Office, Franklin County, Ohio. Further Trackage. Also the following trackage constructed by the Company as additions to and extensions of the foregoing trackage, to-wit: (29) The extension of the Arlington line: Beginning on Arlington Avenue at a point 919.3 feet north from the center of Fifth Avenue, the former terminus of said Arlington Line; thence north in Arlington Avenue to Tremont Road, being one thousand five hundred and forty- two and four tenths (1542.4) feet of single track, being an extension of the trackage hereinabove in item 14 described. (30) The Eleventh Avenue, Fair Ground Loop and Grant Avenue Extension: Beginning on Eleventh Avenue at the Central south gate to the Ohio State Fair Grounds; thence west in Eleventh Avenue to Grant Avenue; thence north in Grant Avenue to Chittenden Avenue, being one thousand five hundred and fifty-three (1553) feet of double track. Also, beginning on Eleventh Avenue near the central south gate to the Ohio State Fair Grounds; thence northward into the said Fair Grounds; 17 thence westward and out of said Fair Grounds to Eleventh Avenue, being eight hundred and sixty and fifty-nine one-hundredths (860.59) feet of single track, being an extension of the trackage hereinabove in item 19 described. (31) Park Street Extension: Beginning on Park Street at Goodale Street; thence south in Park Street to Spruce Street, being five hundred and seventeen and forty-four hundredths (517.44) feet of double track, being an extension of the trackage hereinabove in item 16 described. Real Estate in Columbus. Real Estate in Columbus. Second. The lots, parcels and tracts of land in the City of Columbus, Franklin County, State of Ohio, bounded and described as follows, to-wit: (1) Inlots number six hundred and ninety-seven (697) and six hundred and ninety-eight (698) as described upon the original plat of said City. South High St. Car Barn. (2) A portion of the northwest quarter of inlot number six hundred south High st. Ccir Btii'ii and ninety-nine (699) as described upon the original plat of said City, and bounded and described as follows, to-wit: Beginning at the north¬ west corner of said inlot No. 699, thence south along the west line of said inlot to a point therein six (6) feet from the place of beginning; thence east, and parallel with the north line of said inlot, to a point ninety (90) feet from the west line thereof; thence north, and parallel with the west line of said inlot, six (6) feet to the north line of said inlot; thence west to the place of beginning. (3) Commencing at the northeast corner of Oak Street, and Rose oakst. car Barn and Avenue, in the said City of Columbus; thence north along the line of General shop. Rose Avenue, two hundred and twenty-six, and seventy one-hundredths, (226.70) feet; thence east, four hundred and twenty-eight, and sixty one- hundredths, (428.60) feet to an alley twenty feet wide; thence south along the line of said alley, two hundred and twenty-six and seventy one- hundredths, (226.70) feet to Oak Street; thence west along the line of 18 Spring St. Power Station. North High St. Car Barn. West Broad St. Car Barn. Oak Street, four hundred and twenty-eight and sixty one-lmndredths, (428.60) feet to the place of beginning; subject, however, to an alley twenty feet wide across said lot. (4) A strip of land one hundred and fifty, (150) feet wide lying at the southwest corner of Spring and Cozzens Streets in said City, fronting on said Spring Street one hundred and fifty (150) feet and running southerly along the west side of said Cozzens Street of the same width to the south line, in the Scioto River, of the tract of land formerly owned by William A. Neil, and being the same premises conveyed to The Colum¬ bus Consolidated Street Railroad Company by the said William A. Neil, by deed, dated the 11th day of December, A. D., 1890, and recorded in Deed Book No. 220, page 328, Franklin County Records. Also, a strip of land lying on the south side of Spring Street, next to the strip of land as above conveyed and fronting fifty (50) feet on Spring Street, and running south of like width to the Scioto River, being the same premises conveyed to The Columbus Street Railway Company by Cotton H. Allen, by deed dated the 14th day of July, 1892, and recorded in Deed Book No. 237, Page 442, Franklin County Records. (5) Lots number sixteen (16), seventeen (17), and eighteen (18), of George Williams’ Northwood Heights Addition to said City, as the same are numbered and delineated upon the recorded plat thereof of record in Plat Book No. 2, page 121, Recorder’s office, Franklin County, Ohio. (6) Beginning at a point in the south line of the National Road on West Broad Street forty (40) feet from the center line thereof where the same intersects the east line of Hawkes Avenue (now called Glenwood Avenue), being two hundred and seven and forty-three one-hundredtlis (207.43) feet, westerly on the line of West Broad Street from the east line of Lot No. Five (5) of M. L. Sullivant’s subdivision of lands west of the City of Columbus, as shown on the plat of said subdivision now on file in the Recorder’s office of said Franklin County, Ohio, and running thence at right angles with the line of said West Broad Street and 19 with the east line of Hawkes Avenue (now called Glenwood Avenue), south nine and three-fourths (9%) degrees east one hundred and forty (140) feet; thence parallel with the line of West Broad Street, north seventy-nine and three-fourths (79%) degrees east one hundred (100) feet, thence parallel with the line of Hawkes Avenue (now called Glen¬ wood Avenue) north nine and three-fourths (9%) degrees west one hundred and forty (140) feet to the south line of West Broad Street, thence south seventy-nine and three-fourths (79%) degrees west one hundred (100) feet to the beginning. (7) Lot number three hundred and sixty-five (365) of West Park Place Addition to the City of Columbus, as numbered and delineated on the recorded plat of said addition of record in Plat Book No. 4, pages 264 et seq., Franklin County Records, being the same premises conveyed to The Glenwood & Greenlawn Street Railway Company, by Thomas E. Knauss and wife by deed, dated December 30, 1890, and recorded in Deed Book of said County 219, page 455, to which deed reference is here made. (8) The South one half of Inlot number seven hundred and four (S. y 2 of No. 704), as numbered 1 and delineated on the plat of South Columbus; being the same premises conveyed to Frederick Stehle by Sheriff in partition, by deed dated the 6th day of January, 1893. (9) Lots numbers four hundred and eighty-one (481), four hundred and eighty-two (482), four hundred and eighty-three (483), four hun¬ dred and eighty-four (484), four hundred and eighty-five (485), four hundred and eighty-six (486), four hundred and eighty-seven (487), four hundred and eighty-eight (488), four hundred and eighty-nine (489), four hundred and ninety (490), four hundred and ninety-one (491), four hundred and ninety-two (492), four hundred and ninety- three (493), four hundred and ninety-four (494) and four hundred and ninety-five (495) of West Park Addition to said city as the same are numbered and delineated on the recorded plat thereof, of record in Plat Book 4, pages 264, etc., Recorder’s Office, Franklin County, Ohio. West Broad St. Car Barn. Automobile Repair Shop. West Broad St. Car Barn and adjacent lots. 20 Oak St. Car Storage Barns. Oak St. Car Storage Yard. Oak St. Car Storage Yard. (10) Part of Lot number fourteen (14) set off to Celia M. Fanning in the partition proceedings of Belle M. Miller vs. Eliza L. Joyce, ct al., in the Court of Common Pleas, Franklin County, Ohio, as recorded in Complete Record 96, pages 515, etc. of Franklin County, Ohio, Records ; said part of said lot number fourteen (14) hereby conveyed being bounded and described as follows: Beginning, at the southeast corner of said lot number fourteen (14) ; thence northerly along the east line of said lot two hundred and eight and 70/100 (208.70) feet to the north east corner of said lot; thence westerly along the north line of said lot one hundred and ninety-five and 90/100 (195.90) feet to a point in the east line of an alley twenty feet wide; thence southerly along the east line of said alley to a point in the north line of Oak Street; thence easterly along the north line of Oak Street to the place of beginning, said part of said lot number fourteen hereby conveyed being all of said lot excepting that part thereof here¬ tofore dedicated for alley purposes, and also that part conveyed to The Columbus Consolidated Street Railroad Company by Richard J. Fanning and Celia M. Fanning, his wife, by deed dated October 4th, 1898, and recorded in Deed Book 198, at page 375, etc. Franklin County, Ohio, records. (11) Beginning at the point where the east line of Rose Avenue intersects the south line of Oak Street, thence east with the south line of Oak Street two hundred and twenty-four (224) feet to the west line of a twenty (20) foot alley; thence south with the west line of said alley one hundred and fifty-three (153) feet to the north line of a twenty (20) foot alley; thence west with the north line of said alley two hundred and twenty-four (224) feet to the east line of Rose Avenue; thence north with the east line of Rose Avenue one hundred and fifty- three (153) feet to the place of beginning. (12) Beginning at a point in the south line of Oak Street, two hundred and forty-four (244) feet east of the east line of Rose Avenue; 21 thence east along the south line of Oak Street one hundred and eighty- four and sixty hundredths (184.GO) feet; thence south along the west line of a twenty (20) foot alley one hundred and fifty-three (153) feet to the north line of a twenty (20) foot alley running east and west along the south line of Lot No. thirteen (13), thence west along the north line of said twenty (20) foot alley one hundred and eighty-four and sixty hundredths (184.60) feet to the east line of said first named twenty (20) foot alley; thence north along the east line of said twenty foot alley one hundred and fifty-three (153) feet to the place of beginning. For a more particular description of said premises reference is hereby had to a plat marked Exhibit B, in Complete Record, Volume 96, page 526, of Common Pleas Court, Franklin County, Ohio, and being the same premises of which one-sixth part was conveyed by J. C. Bower to David H. Moore by deed of General Warranty dated April 3, 1894, and duly recorded in Deed Book No. 258, page 572, Deed Records, Franklin County, Ohio. (13) Commencing at the northwest corner of North High Street oientangy Park Loop. and North Street, being the southeast corner of property conveyed to Henry T. Chittenden by Catherine Ramlow by deed dated March 28, 1889, and recorded in Deed Book 211, pages 238 to 240, Recorder’s Office, Franklin County, Ohio; thence north along the west side of High Street one hundred (100) feet to a point; thence westwardly parallel with the north line of North Street one hundred and fifty (150) feet to a point; thence southwardly parallel with High Street one hundred (100) feet to the north side of North Street; thence eastwardly along said north line of North Street one hundred and fifty (150) feet to the place of beginning; Being the same premises conveyed by the said Henry T. Chittenden and wife to the said Edward J. Farley by deed dated May 24, 1893, and recorded in Volume 249, page 542, of the deed records of said Franklin County. (14) A right of way for, and the right to construct, maintain and Right of way. operate, a double-track street railway in and along the extension of 22 Lots adjoin ing Milo Car Barn. Merritt St. Car Barn and Repair Shop. Grant Avenue, from Eleventh Avenue Northward to Chittenden Avenue, in the City of Columbus, Ohio, as said right of way and right are more particularly described and reserved in the respective deeds of Felix A. Jacobs, unmarried, to The Columbus Railway Company, Felix A. Jacobs, unmarried, to the City of Columbus, Ohio, and The Columbus Railway Company to the City of Columbus, Ohio, dated respectively, October 30th, 1912, October 11th, 1912, and October 29th, 1912, and recorded respect¬ ively, in Deed Book 549, page 226, Deed Book 505, page 549 and Deed Book 536, page 514, Recorder’s Office, Franklin County, Ohio, said deed first mentioned conveying to said The Columbus Railway Company said right of way and right over and in the portion of said proposed extension of Grant Avenue owned by the said Felix A. Jacobs and said two deeds last mentioned, conveying to the said City of Columbus, Ohio, the land comprising said proposed extension of Grant Avenue, subject to said right of way and right, reference to said deeds being hereby made for greater particularity. (15) Lots numbered 9, 108, 109, 110, 111, 112, 126, 127, 128, 129, 150, and three (3) feet off of the south side of Lot No. 10, in Thomas A. Simons, Herman Wirth, Franklin D. Simons and Lafayette Wildermuth’s Englewood Addition to the City of Columbus, Ohio, and in Marion Town¬ ship, as the same are known and delineated on the recorded plat thereof in Plat Book No. 4, at page 333, in the Recorder's Office of Franklin County, Ohio. (16) Also, a parcel of land beginning at the north-west corner of lot No. five (5) Karch & Lyons subdivision, being the southeast corner of High Street and Merritt Street, running thence south eighty-seven (87) degrees east with the south line of Merritt Street, six hundred and forty-six and fifty-seven hundredths (646.57) feet to the north-east corner of lot No. fifty-one (51) Karch & Lyons subdivision; thence south two (2) degrees and fifty-three (53) minutes west with the east line of said lot No. fifty-one (51), one hundred and forty-seven (147) feet to the south boundary line of the Karch & Lyons subdivision which is also the 23 north line of the T. & O. C. Railway Company’s right-of-way; thence north eighty-seven (87) degrees west with said south boundary line of said subdivision two hundred and twenty-four and one tenth (224.1) feet to a point; thence north-westerly with the south boundary line of Karch & Lyons subdivision one hundred and thirty-eight (138) feet to a point; thence north-westerly two hundred and sixty-one and fifty- eight hundredths (261.58) feet to the south-west corner of lot No. five (5) Karch & Lyons subdivision; thence north two (2) degrees and thirty (30) minutes west with the west boundary line of said lot No. five (5) forty (40)vfeet to the place of the beginning; said property being lots numbers five (5), six (6), twenty-three (23), twenty-four (24), twenty- five (25), twenty-six (26), twenty-seven (27), twenty-eight (28), twenty- nine (29), thirty (30), forty-seven (47), forty-eight (48), forty-nine (49), fifty (50), fifty-one (51) and all of the streets and alleys lying south of Merritt Street which were vacated by city ordinance number 26663 passed October 7th, 1912; except four thousand seven hundred and twenty-two (4722) square feet of ground deeded by The Columbus Railway Company to the T. & O. C. Railway Company for right-of-way by deed dated November 14tli, 1912. (17) A parcel of land beginning at the point of intersection of the west line of the right of way of the Cleveland, Cincinnati, Chicago and St. Louis Railway Company with the north line of Woodward Avenue (now Eleventh Avenue) ; running thence westwardly with said north line of Woodward Avenue (now Eleventh Avenue) one hundred thirty-five and nine tenths (135.9) feet to a stake; thence north 2 degrees 4 minutes east two hundred eighty-nine and two tenths (2S9.2) feet to a stake in the south line of Chittenden Avenue; thence eastwardly with the said south line of Chittenden Ave. one hundred four and nine tenths (104.9) feet more or less to a point in the said west line of the said right of way; thence south 2 degrees 50 minutes east with said right of way line three hundred and twenty-two (322) feet to the place of beginning; excepting therefrom the following: Storage for cars for Fair Ground service. 24 Parcel “B” Conveyed by The Columbus Railway, Power & Light Company to the City of Columbus by deed dated February 2, 1915, and recorded iu Deed Book Vol. 581, page 50 Recorder’s Office of Franklin County, Ohio, and particularly described as follows: Beginning at the point of intersection of the west right of way line of the Cleveland, Cincinnati, Chicago & St. Louis Railway Company with the north line of Woodward Avenue (now Eleventh Avenue) ; running thence westwardly with said north line of Woodward Avenue (now Eleventh Avenue) one hundred and thirty-five and nine tenths (135.9) feet to a stake; thence north 2 deg. 4 min. E. eleven and sixty-six hun¬ dredths (11.66) feet, thence eastwardly one hundred and thirty-four and thirty-eight hundredths (134.38) feet to a point in the west right of way line of the Cleveland, Cincinnati, Chicago & St. Louis Railway Company from which the point of beginning bears south 2 deg. 50 min. E. thirteen and forty-three hundredths (13.43) feet, thence south 2 deg. 50 min. east with said west right of way line thirteen and forty-three hundredths (13.43) feet to the place of beginning. Parcel “C” Conveyed by The Columbus Railway, Power & Light Company to the City of Columbus by deed recorded in Deed Book Vol. 620 page 425 Recorder’s Office of Franklin County, Ohio and particularly described as follows: Beginning at the northwest corner of Parcel “B” described above, running thence north 2 deg. and 4 min. E. ten (10) feet to a point; thence southeastwardly fourteen and fourteen hundredths (14.14) feet to a point in the north line of Parcel “B” described above; thence westwardly with said north line of Parcel “B” ten (10) feet to the place of beginning. The above described property being the remainder of the property transferred from E. K. Stewart and wife to The Columbus Street Rail¬ way Company by deed dated December 5th, 1892 and recorded in deed book No. 243 Pages 39S and 399 Franklin County records, after deducting therefrom a certain portion of said property transferred from The Columbus Railway Company to the City of Columbus by deed dated 25 October 29th, 1912, and also after deducting therefrom Parcels “B” and “C” described above. (18) A parcel of land being a part of Thomas A. Simons, Herman Wirth and Franklin D. Simons and Lafayette Wildermuth’s Englewood Addition to the said City of Columbus, Ohio, and bounded and described as follows : Beginning at the southwest corner of said addition, being the inter¬ section of the east property line of Cleveland Avenue and the north property line of First Avenue; thence north two hundred and twenty- two and sixty one-hundredths (222.GO) feet to the south line of Reynolds Avenue; thence with the south line of Reynolds Avenue east three hun¬ dred and forty-two (342) feet to the west line of Lot one hundred and twelve (112), thence south with said west line of said lot one hundred and four (104) feet to the south line of said lot; thence east with the said south line of said lot. twenty (20) feet; thence south one hundred and eighteen and three-tenths (118.3) feet to the north line of First Avenue; thence with said north line of said First Avenue westerly three hundred and sixty-two (3G2) feet to the place of beginning, con¬ taining one and eighth-tenths (1.8) acres more or less. Real Estate in Franklin County Outside of Columbus. Third. Also the following parcels of land now owned by the Com¬ pany in Franklin County, State of Ohio, outside of the City of Columbus, and bounded and described as follows: (19) A parcel or strip of land now occupied by the Com¬ pany’s electric railway, and being a part of a tract (known as the Huffman tract) of land in section No. 3, Township No. 2, Range No. 17, United States Military Lands, conveyed by Lewis Huffman and wife to Carry W. Meeker and others by deed dated April 20th, 1S93, and of record in Deed Record No, 251, pages 37 ct seq., Franklin County Records, being also a part of the tract of land conveyed by Moses H. Neil and Thomas A. Simons and their respective wives to Milo Car Barn and Sub¬ station. Real Estate in Franklin County out¬ side of Columbus. Right of Way East of Minerva Park. 26 Clinton H. Vance by deed dated October 1st, 1902, and recorded in Deed Book No. 357, pages 593 et scq., Franklin County Records, said parcel or strip of land being particularly described as follows, to-wit: Beginning at an iron pin in the west boundary line of the Westerville road (formerly the Blendon Plank Road), 50 feet wide, from which a stone at the intersection of said west boundary line with the south boundary line of said Huffman tract bears south 1 degree 25 minutes west 560.6 feet; running thence north 86 degrees west parallel to, and 15 feet from, the center line of the Columbus and Westerville electric railway 3,239.4 feet to an iron pin in the east boundary line of Minerva Park; thence north 4 degrees 15 minutes east with said east boundary line 30 feet to an iron pin, from which corner No. 4 of Minerva Park, an iron pin bears north 4 degrees 15 minutes east 15 feet; thence south 86 degrees east parallel to, and 15 feet from, the center line of said railway 1381.5 feet to an iron pin; thence south 88 degrees 52 minutes east 60 feet to an iron pin; thence south 86 degrees east 205.8 feel to an iron pin; thence south 83 degrees 8 minutes east 60 feet to an iron pin; thence south 86 degrees east parallel to, and 15 feet from the center line of said railway 1190 feet to an iron pin; thence north 89 degrees 13 min¬ utes east 60 feet to an iron pin; thence south 86 degrees east 97.9 feet to an iron pin; thence north 87 degrees 22 minutes east 60 feet to an iron pin; thence north 79 degrees 20 minutes east 50 feet to an iron pin; thence north 61 degrees 10 minutes east 50 feet to an iron pin; thence north 39 degrees 55 minutes east 50 feet to an iron pin in the west boundary line of aforesaid Westerville road; thence south 1 degree 25 minutes west with said west boundary line 122.3 feet to the place of beginning, con¬ taining an area of two and thirty eight one hundredths (2.38) acres; excepting therefrom the right of way 4 rods wide, conveyed by David Holton and wife to the Cleveland, Mt. Vernon and Delaware Railroad Company (now the C. A. & C. R'y. Co.) by deed dated January 22nd, 1872, and of record in Deed Book No. Ill, pages 8 et seq., Franklin County Records; excepting also the right and liberty of using a certain 27 road or way 8 feet wide passing underneath the track and roadway of the Company. (20) Part of the land heretofore purchased by James O. Moore and Grandview Levi Beardsley of John McElvain and wife, and is part of Beardsley's Bank - share set off in partition and described as follows: Beginning at a stake in the southeast .corner of the tract of one hundred acres, one rood and twelve perches as first described in deed made April 1, 1846, by Levi and Joseph A. Beardsley and their wives to John Willard; thence south one degree west ninety six poles along Thomas’ west line to his southwest corner; thence north eighty-nine degrees west along the north line of land sold by Levi Beardsley to Jacob Zollinger twenty-four poles to a stake in Anderson’s east line; thence north one degree east ninety-six. poles to a stake planted at the northeast corner of Anderson’s land; thence south eiglity-nine degrees east twenty-four poles to the place of beginning, containing fourteen acres, one rood and twenty-four perches of land more or less,—and more particularly described as follows: Beginning at an iron pin in the east line of the above described fourteen acres one rood and twenty-four perches of land, from which the south east corner of said land bears south one degree west twenty-one feet and nine tenths of a foot, running thence north sixty four degrees and twenty-five minutes west parallel to and twenty feet from the center line of Goodale Street four hundred and forty-three and two tenths feet to a stake in the west line of the above described fourteen acres, one rood and twenty-four perches of land, from which an iron pin in said west line bears north one degree east twenty-one feet and nine tenths of a foot; thence north one degree east with said west line two hundred and sixteen feet to an iron pin; thence south sixty-four degrees and fifty minutes east four hundred and forty and three tenths feet to an iron pin in the east line of the above described tract of fourteen acres one rood and twenty perches; thence south one degree west with said east line two hundred and twenty feet to the place of beginning, containing two acres and sixteen thousandths of an acre (2.016 acres), excepting therefrom a strip or parcel of land forty (40) feet in width off of the 28 Grandview Storage Yard. Grandview Storage Yard. west end of said tract conveyed by the Company to James S. Walcutt by deed of record in Deed Book Volume 629, page SI, Recorder’s Office, Franklin County, Ohio. (21) Part of Lot Number Three (3) of a division of the Waterman Farm so called which was conveyed to the said Alfred G. Waterman by Mary E. Waterman and Emma L. Waterman by deed recorded in Deed Book No. 391 page 81 Recorder’s Office Franklin County, Ohio, as said Lot Number Three (3) is numbered and delineated upon the recorded plat of said division, of record in Plat Book No. 8 page 2, B. Recorder’s Office of said County, and more particularly bounded and described as follows: Beginning at a bolt in the East line of said Water¬ man Farm and on the East line of said Lot Number Three (3), One Hundred feet and Eight tenths of a foot North of the South East Corner of said Lot Number Three (3) ; Thence North 3 % degrees East One Hundred and Forty six feet and fifty five hundredths of a foot to the center line of Goodale Street; Thence North Sixty-two degrees Thirty- five minutes West along the Center line of Goodale Street Nine Hundred and Ninety five feet and four tenths of a foot to the west line of said Waterman Farm; Thence South 3% degrees West Two Hundred and Sixty five feet and Sixty five hundredths of a foot to an iron bolt: Thence South 85 y 2 degrees East Two Hundred and Ninety two feet to a stake: Thence South 3% degrees West Two Hundred feet and Forty eight hun¬ dredths of a foot to a bolt; Thence East Parallel with the North line of the right of way of P. C. C. & St. L. Ry. Co. Six Hundred and Twenty six feet and five tenths of a foot to the place of beginning, containing 1-81/100 acres of land be the same more or less, the same being in Section 12 Township 1, Range 23 Refugee Lands. (22) The following parcel of land deeded to Edward Iv. Stewart by Alfred G. Waterman and Lolo B. Waterman, husband and wife, Novem¬ ber 7th, 1906, to be held in trust only by the said Edward K. Stewart for the use and benefit of The Columbus Railway Company, its successors and assigns: part of Lot Number Three (3) of a division of the Water- 29 man Farm so called which was conveyed to the said Alfred G. Waterman by Mary E. Waterman and Emma L. Waterman by deed recorded in Deed Book No. 394 page 84 Recorder’s Office Franklin County, Ohio, as said Lot Number Three (3) is numbered and delineated upon the recorded plat of said division, of record in Plat Book No. 8 page 2, B. Recorder’s Office Franklin County, Ohio, and more particularly bounded and described as follows: Beginning at a stake (same being at the South East corner of said Lot Number Three (3) at the intersection of the East Line of the Waterman Farm and the North line of the right of way of the P. C. C. & St. L. Ry.; Thence North 3 % degrees East One Hundred feet and Eight tenths of a foot; Thence Westerly parallel with the North line of said right of way Six Hundred and Twenty six feet and five tenths of a foot to a bolt; Thence South 3% degrees West One Hundred feet and Eight tenths of a foot to a stake in the North line of the right of way of said railroad; Thence South 79 degrees East along the North line of said right of way Six Hundred and Twenty six feet and five tenths of a foot to the place of beginning, containing 1-43/100 acres of land, be the same more or less, the same being in sec¬ tion 12 Township 1, Range 23 Refugee Lands. (22y 2 y a. Being a strip of land 60 ft. wide, 30 ft. on either side of a center line described as follows: Beginning at a point marked by a gas pipe in the west boundary line of Minerva Park, from which the southwest corner of said park is distant 553.54 ft., running thence northeasterly on a curve, the arc of a circle, of which the said west boundary line is tangent at the point of beginning, the radius of which is 526.44 ft., a distance of 608.2 ft. (66° and 12') to a point marked by a gas pipe; thence northeasterly tangent to said curve 1167.1 ft. with the center line of the existing double track street railway to a point marked by a gas pipe; thence continuing with the center line of said existing street railway by a curve to the right through an angle of 23° and 29' and further continuing on a tangent with the center line of said double track street railway eastward, a total distance of 1382.95 ft. to a point; thence further continuing said tangent Right of Way through Minerva Park. 30 line with a strip 100 ft. wide, being 50 ft. on either side thereof eastward a distance of 423.6 ft. to a point in the east property line of Minerva Park, located 4 ft. 7 in. north of the center line of the existing single track; containing an area of 5.21 acres. Right of Way through Minerva Park. b. Beginning in the north line of the aforesaid described right of way at a point GO ft. west of the water tower, running thence north at right angles to said right of way 132 ft.; thence eastward at right angles 150 ft.; thence south at right angles 132 ft. to the north line of the afore¬ said right of way; thence following said north line westward 150 ft. to the point of beginning, containing an area of .45 ae^es. All the foregoing particularly described lots, parcels and tracts of land being the same which The Columbus Railway Company, inter alia by two deeds, one thereof, dated January 29th, 1914, recorded in Frank¬ lin County Record of Deeds, Volume 559, pages 101, et seq., and the other dated February , 1914, recorded in Franklin County Record of Deeds, Volume 559 page 157, granted and conveyed unto The Columbus Railway, Power and Light Company in fee. Further Real Estate in Columbus. Further Real Estate in Columbus. Fourth. The lots, parcels and tracts of land in the City of Columbus and County of Franklin, State of Ohio, bounded and described as follows: Third and Gay Sts. Power Station. Third and Gay Sts. Power Station. (23) Inlot number five hundred and thirty-four (534) in the said City of Columbus, as the same is designated and delineated on the origi¬ nal plat of said city as the same appears of record in the office of the Recorder of the County aforesaid in Record of deeds Volume F, page 332. (24) One hundred feet (100 ft.) in length from East to West by the width of the Inlot from North to South, off of the East end of Inlot number Five hundred and thirty-five (535) as designated on the recorded plat of said City of Columbus, Ohio; and being part of the same premises conveyed to said Henry F. Booth by Jacob R. Peebles and wife, by deed 31 dated July 27th, 1852 and recorded in volume 48 page 101 of the Deed Records of said County. (25) One hundred and twenty-five (125) feet off of the east end of inlot number Five Hundred and thirty-six (536) in the City of Columbus, Ohio, as the same is numbered and delineated on the recorded plat thereof of record in Deed Book “F”, page 332, Recorder’s Office, Franklin County, Ohio, and situate on the north east corner of Gay and Third Streets in said city. Together being the same conveyed by The Columbus Edison Company by deed, dated January 29th, 1914, recorded in Franklin County Record of Deeds, Volume 559, pages 77, ct seq., unto The Columbus Railway, Power and Light Company, inter alia , in fee. Further Real Estate in Columbus. Fifth. The following more particularly described real estate, sit¬ uate in the County of Franklin, State of Ohio, and City of Columbus: (26) Lots numbers seven (7), eight (8), nine (9), ten (10), eleven (11), twelve (12), thirteen (13), and fourteen (14), in the Livingston Park Addition to said City, as the same are numbered and delineated upon the amended plat thereof, of record in Plat Book number 4, page 300, Recorder’s Office, Franklin County, Ohio. (27) Lot number eighteen (18), in B. F. Stage’s Second Addition to said city, as the same is numbered and delineated upon the recorded plat thereof, of record in Plat Book number 2, page 339, Recorder’s Office, Franklin County, Ohio. (28) Lots numbers five (5) and six (6) in George Hardy’s Subdivision of lots in the City of Columbus, Ohio, as the same are numbered and delineated upon the recorded plat of said subdivision of record in Plat Book number 5, page 173, Recorder’s Office, Franklin County, Ohio. Third and Gay Sts. Power Station. Further Real Estate in Columbus. Mound and 17th Sts. Power Station. McMillan Ave. Power Station. McMillan Ave. Power Station. 32 Hot Water Lines. Hot Water Lines. Sixth. Also the following hot water lines, pipes and appliances located in and upon the streets and alleys of the said city of Columbus, as follows : 1. In 17th Street from Engler Street to Capital Street. 2. In Bryden Alley from 17th Street to Alley east of 17th Street. 3. In Bryden Alley from 17th Street to Parsons Avenue. 4. In Walnut Alley from Parsons Avenue to Selina Alley; thence north on Selina Alley to Chapel Alley; thence w 7 est on Chapel Alley to Alley w r est of Grant Avenue. 5. In New Alley from 17th Street east to 22nd Street. 6. In New Alley from 17th Street v r est to Bryden Place. 7. In Gustavus Lane from 21st Street to Parsons Avenue. 8. In Alley East of Parsons Avenue from Gustavus Lane to New Alley. 9. In Agate Alley from Douglas Street to 22nd Street. 10. In Capital Alley from rear of Lincoln Hotel east to Alley east of Champion Avenue; thence south on said Alley to Alley south of Madison Avenue ; thence east on said Alley to Alley east of Wilson Avenue; thence south on said Alley to Alley north of Oak Street. 11. In the Alley north of McMillan Avenue from second Alley west of High 'Street to Alley east of Neil Avenue. 12. In Alley east of Neil Avenue from Alley north of Eighth Avenue south to Fifth Avenue. 13. In King Avenue from Alley east of Neil Avenue to Alley west of Neil Avenue. 14. In Alley west of Neil Avenue from Alley north of Ninth Avenue south to Fifth Avenue. 15. In Alley north of Fifth Avenue from Alley west of Neil Avenue to Pennsylvania Avenue. 33 16. In Alley north of Sixth Avenue from Alley west of Neil Avenue to point west of Pennsylvania Avenue. 17. In Alley north of King Avenue from Alley west of Neil Avenue to Alley west of Pennsylvania Avenue. 18. In Alley north of Eighth Avenue from Alley west of Neil Avenue to point east of Michigan Avenue. Together being the same which The Columbus Light, Heat and Power Company by deed dated February Sth, 1915, and duly recorded in the Recorder’s Office of Franklin County, Ohio, granted and conveyed inter alia unto The Columbus Railway, Power and Light Company in fee. Trackage Formerly Owned by The Central Market Street Railway Company. Seventh. The trackage formerly owned (except for the substituted portion hereinafter described) by The Central Market Street Railway Company in the City of Columbus and County of Franklin, to wit: 1. A street railroad about four and twenty-five hundredths (4.25) miles in length, all of which is double track excepting that on Parsons Avenue, Barthman Avenue, Innis Avenue and a part of Fourth Street between Innis Avenue and Merritt Street which is single track, the above comprising six and ninety-five hundredths (6.95) miles of single track equivalent, on the following route in said City: In Rich Street from Third Street to Fifth Street; in Fifth Street from Rich Street to Donaldson Street; in and across Donaldson Street and Livingston Avenue to Mohawk Street; in Mohawk Street from Donaldson Street and Livingston Avenue to Reinhard Avenue; in Rein- hard Avenue from Mohawk Street to Jaeger Street; in Jaeger Street from Reinhard Avenue to Hanford Street; in Hanford Street from Jaeger Street to Fourth Street; in Fourth Street from Hanford Street to Merritt Street of said city; in Barthman Avenue from Fourth Street to Parsons Avenue; in Innis Avenue from Fourth Street to Parsons Avenue; in Trackage formerly owned by The Central Market Street Railway Company. 34 Further Real Estate in Columbus. The Central Market Street Railway Com¬ pany Power Station. Parsons Avenue from Innis Avenue to the south corporation line of said City. 2. The double track electric street railroad about three and seventy- four (3.74) miles in length, in said City of Columbus, on the following route. Beginning at the corner of Third and Gay Streets therein; thence north on Third Street to Chestnut Street; thence east on Chestnut Street to Fourth Street; thence north on Fourth Street to Warren Street; thence west on Warren Street to Summit Street; thence north on Summit Street to Hudson Street of said City; that portion of said track on Chestnut and Fourth Streets not formerly owned by The Central Market Street Railway Company but constructed and operated by said Company under a contract with the former The Columbus Railway Company therefor. (The portion of the foregoing trackage hereby conveyed and located, as in item 1 described, in Barthman Avenue between Fourth Street and Parsons Avenue, was substituted by The Columbus Railway, Power and Light Company for similar trackage formerly of said The Central Market Street Railway Company located in Hosack Street between Fourth Street and Parsons Avenue.) Further Real Estate in Columbus. Eighth. Also the following tracts or parcels of land situated in the City of Columbus, County of Franklin, and State of Ohio, separately bounded and described as follows, to-wit: (29) Beginning at a stake on the south line of the right of way of the Baltimore & Ohio Railroad Company six hundred and thirty-two (G32) feet distant easterly from the east line of Central Avenue; thence south sixteen (16) degrees and forty-five (45) minutes east three hundred and fifty-seven (357) feet; thence south seventy-three (73) degrees and fifteen (15) minutes west two hundred (200) feet; thence three hundred and fifty (350) feet to a point on the south right of way line of the Baltimore & Ohio Railroad Company; thence north-easterly with said right of way 35 line eighty (80) feet to the place of beginning, containing one and twelve hundredths acres, more or less, the same being the tract of land conveyed by The Columbus, Grove City and Southwestern Railway Com¬ pany to The Central Market Street Railway Company by warranty deed dated December 22, 1902, and recorded in record of deeds, volume 3G1, page 5G7, of the Franklin County Recorder’s office. Together being the same which A. E. Locke, et u%., by deed dated March 1st, 1907, and duly recorded in the Recorder's Office of Franklin County, Ohio, granted and conveyed inter alia unto the Company in fee under its then name of The Columbus Traction Company, now The Columbus Railway, Power and Light Company. Further Real Estate in Columbus. Also the following parcels of land situated in the City of Columbus, County of Franklin and State of Ohio, and conveyed to the Company by divers individuals since the acquisition by it of the parcels herein¬ before described: (30) All that certain piece or parcel of land situate in the City of Columbus, County of Franklin, and State of Ohio, bounded and described as follows:— being part of Lot No. Fifteen (15) of Bartlett’s Addition to the said City of Columbus, and being more particularly described as follows: Beginning at a point in the north line of said Lot No. Fifteen of Bartlett’s Addition where the east line of the right of way of the Toledo and Ohio Central Railroad Company crosses said north line of said Lot No. Fifteen of Bartlett’s Addition; thence along the north line of said lot east thirty (30) feet to a point; thence southerly on a line parallel with the east line of said lot thirty-seven and five-tenths (37.5) feet to a point; thence in a westerly direction on a line parallel with the south line of said Lot No. Fifteen, to the east line of said right of way of the Toledo and Ohio Central Railroad Company; thence along said right of way in a northerly direction to the place of beginning; being the same premises conveyed to the Company by Philippine Luckhaupt by Further Real Estate In Columbus. Whittier and Front Sts. Sub-station. 36 Mound and Canal Sts. Sub-station. Rich St. Sub-station. deed bearing date April 13, 1916, and recorded in said Franklin County in Deed Book 590, page 562, and by Philippine Luckhaupt, Trustee under the will of Adam Luckhaupt, deceased, by deed bearing date April 6, 1917, and intended to be forthwith recorded. (31) Situated in the County of Franklin, State of Ohio and City of Columbus, and being Lots Numbered 26 and 27 of the Subdivision of the Old Penitentiary Grounds in the City of Columbus, Ohio, as desig¬ nated on the plat of the re-survey thereof, of record in Plat Book No. 1, pages 210 and 241, Recorder’s Office, Franklin County, Ohio, subject to a certain lease to the Independent Towel Supply Company, extending from the 1st day of August, 1915, for and during a term of 48 months thereafter and ending on July 31st, 1919, with the privilege to said lessee of renewal for three years after July 31st, 1919, said lease being recorded in Lease Record No. 30, page 500, Recorder’s Office, Franklin County, Ohio; excepting also a condition contained in the deed from Eli Rosenthal et al to Abraham Goldberg for said lot, stipulating that said premises shall never be used for the purpose of the wool-pulling business. Being the same premises conveyed to the Company by Abraham Gold¬ berg and Tony Goldberg, his wife, by warranty deed dated the 5th day of June, 1917, and recorded in Deed Book 612, page 599, Recorder’s Office, Franklin County, Ohio. (32) Part of Inlots Numbers 420 and 421 in the City of Columbus, Ohio, more particularly described as follows: First Parcel. Beginning at the northwest corner of Inlot No. 420 in said City, as the same is numbered and delineated upon the recorded plat thereof, of record in Deed Book “F”, Page 332, Recorder’s Office, Fianklin County, Ohio; thence easterly along the northerly line of said inlot thirty-seven and one-half (37 1 /2 / ) feet to a point; thence southerly along a line parallel with and thirty-seven and one-half (37 1 /2 / ) feet distant from the westerly line of said inlot, seventy-five (75') feet to a point; thence westerly, along a line parallel with the northerly line of said 37 inlot, thirty-seven and one-half (373/2') feet to a point in the westerly line of said inlot; thence northerly, along the westerly line of said inlot, seventy-five (75') feet to the place of beginning. Second Parcel. Beginning at the northeast corner of inlot No. 421 in said City, as the same is numbered and delineated upon the recorded plat thereof, recorded in Plat Book “F”, page 332, Recorder’s Office, Franklin County, Ohio; thence southerly along the easterly line of said inlot, seventy-five (75) feet to a point; thence westerly, along a line parallel with and seventy-five (75') feet distant from said northerly line of said inlot, forty-one and sixty-seven one hundredths (41.67') feet to a point; thence northerly along a line parallel with the easterly line of said inlot, seventy-five (75') feet to a point in the northerly line of said inlot; thence easterly along the northerly line of said inlot, forty-one and sixty-seven one hundredths (41.67') feet to the place of beginning. The deed to the Company for the foregoing first and second parcels contains the following covenants and agreements binding upon the grantee and its successors and assigns: First. That no building or structure shall be erected within twelve (12') feet of the south line of the property above described. Second. That within three months of the date of the execution of this deed it, the grantee, will open, construct and pave with brick a private alley-way at least twelve (12') feet in width off of the south end of said premises; that said alley-way shall conform with the alley-way now located along the south side of the building of the National Biscuit Company (located on inlot No. 422) and shall extend easterly and westerly throughout the entire southerly frontage of the premises hereby conveyed. Third. That the grantors, their heirs and assigns shall have forever and at all times free access to and free use of said alley-way, for the purposes of ingress to and egress from the premises adjacent thereto or adjacent to any future extension of said alley. 38 Further Real Estate in Franklin County out¬ side of Columbus. Hague Ave. Sub-station. Walnut Power Station. Being the same premises conveyed to the Company by Samuel B. Hartman and wife, by Warranty Deed bearing date the 1st day of August, 1917, and recorded in Deed Book Volume 621, page 283, Recorder’s Office, Franklin County, Ohio. Further Real Estate in Franklin County Outside of Columbus. Ninth. Also the following parcels of land and easements situated in the County of Franklin and State of Ohio, and conveyed to the Company by divers individuals since the acquisition by it of parcels (1) to (29) inclusive herein above described : (33) All that certain piece or parcel of land situate in the Town¬ ship of Franklin, County of Franklin, and State of Ohio, bounded and described as follows: Part of the Stevenson Survey No. two thousand, six hundred and sixty-eight (266S), in the Virginia Military District, bounded as follows: Beginning at a stake or stone in the west line of Survey, Northwest corner of Timothy Bigelow's heirs, and running from thence along said survey line north ten degrees forty-five minutes (10° 45') West ten and fifteen-hundredths (10.15) poles to a stake; thence North eighty-six degrees ten minutes (S6° 10') East seven and twenty- eight-hundredths (7.28) poles to a stake in West line of new county road; thence along same South thirteen degrees fifty minutes (13° 50') eleven and twenty-two-lmndredths (11.22) poles to stake in North line of Bigelow’s heirs; thence along same South eighty-four degrees (84°) West nine and twelve-hundredths (9.12) poles to beginning, containing one-half of an acre of land; being same premises conveyed to the Company by Eva Reed Muncie and Nathan P. Muncie, her husband, by deed bearing date May 31, 1916, and recorded in said Franklin County in Deed Book 591, page 524. (34) All that piece or parcel of land with the appurtenances thereto belonging situate in the Township of Madison, County of Frank¬ lin, and State of Ohio, and bounded and described as follows : Being a part of the ninety-nine and twenty-five-hundredths (99.25) acre farm 39 now or late of Charles J. and Sophia Klamfoth, lying in the South half of Section No. Seventeen (17) of Township No. Eleven (11) of Range No. Twenty-one (21) Congress lands; Being eleven and seven hundred forty-three-thousandths acres lying east of the middle of Big Walnut Creek and North of the right of way of the Hocking Valley Railway, and more particularly described as follows: Commencing at an iron pin in the South line of said Section No. Seventeen, said pin being.at the inter¬ section of the West line of the lane to the land of Herman Braun and said Section line and being two thousand five hundred thirty-five and six-tenths (2535.6) feet distant from a stone at the Southeast corner of said Section No. Seventeen, thence with said South line of Section No. Seventeen North eighty-six degrees twenty-eight minutes West six hun¬ dred and forty-tliree-hundredths feet to a point (passing a stake at five hundred twenty-eight and forty-seven-hundredths feet marking the north right of way line of the Hocking Valley Railway) at the center of said right of way and main track as now located; thence with the center line of said railway right of way north forty-two degrees twenty-seven minutes west seven hundred fifty-nine and ten-hundredths feet to an iron pin; thence with the center line of said railway right of way on a two degree curve to the left having a central angle of seven degrees fifty-seven minutes three hundred ninety-seven and fifty-two-hundredths feet on the curve to an iron pin; thence with the center line of said railway right of way north fifty degrees twenty-four minutes west one hundred seventy- seven feet more or less to the middle of Big Walnut Creek; thence in a northeasterly direction along the middle of said Creek and with its meanders five hundred twenty-three feet more or less to a point; thence south fifty-four degrees fourteen minutes east three hundred twenty-seven and eleven-hundredths feet, more or less (passing a stake at one hundred two feet, more or less) ; thence south eighty-one degrees forty-seven minutes east three hundred fifty-five and fifty-five-hundredths feet to a stake; thence south four degrees thirty-nine minutes west eight hundred fifty-three and nineteen-hundredths feet to a point, said point being one hundred feet distant at right angles from the center line of said railway 40 right of way and track; thence south forty-two degrees twenty-seven minutes east parallel to and one hundred feet distant and at right angles from the center line of said railway right of way and track four hundred nine and twenty-seven-hundredths feet to a point; thence south eighty-six degrees twenty-eight minutes east parallel to and thirty feet from and at right angles to the south line of said Section Seventeen four hundred seventy-nine and fifty-one one-hundredths feet to a stake in the west line of lane to the lands of Herman Braun; thence south eleven degrees thirty-four minutes east with the west line of said lane thirty-one and seven hundredths feet to the place of beginning, containing thirteen and two hundred sixty-nine thousandths acres of land, but excepting there¬ from one and five hundred twenty-six thousandths acres included in the right of way of the Hocking Valley Railway, leaving a net area of eleven and seven hundred forty-three thousandths acres; being the same premises conveyed to the Company by Charles J. Klamfoth and wife by deed bearing date February 3, 1917, and recorded in said Franklin County in Deed Book 607, page 450. Walnut Power Station. (35) All that certain piece or parcel of land situate in the Township of Madison, County of Franklin, and State of Ohio, bounded and described as follows: Being a part of each of two parcels of land late owned by August and Mary Ivundtz, lying in the southwest quarter of Section No. Seventeen and in the northwest quarter of Section No. Twenty of Township No. Eleven, Range No. Twenty-one, Congress lands; Being fifteen and eight hundred fifteen thousandths acres lying east of the middle of Big Walnut Creek and south of the right of way of the Hocking Valley Railway and more particularly described as follows: Beginning at a stone in the south line of the aforesaid Section Seventeen, said stone being one thousand three hundred sixty-six and fifty-five hundredths feet distant, measured along the said south line of Section Seventeen in a westerly direction from a stone at the south east corner of the southwest quarter of said Section Seventeen; thence north eighty- six degrees twenty-eight minutes west with the said south line of Section 41 Seventeen, eight hundred forty feet, more or less, passing a stake at six hundred twenty and twelve hundredths feet, to the middle of Big Walnut Creek; thence up the middle of said Creek as it meanders in a north¬ easterly direction, one thousand two hundred nineteen feet, more or less, to the center of the Hocking Valley Railway one hundred feet right of way ; thence south fifty degrees twenty-four minutes east with the center of said railway right of way one hundred seventy-seven feet more or less to an iron pin; thence continuing with the center of said right of way, on a curve of two degrees no minutes to the right, having a central angle of seven degrees fifty-seven minutes three hundred ninety-seven and fifty- two hundredths feet to an iron pin; thence south forty-two degrees twenty-seven minutes east and continuing with the center of said right of way thirteen hundred seventeen and twenty one-hundredths feet to a point, where the North and South half section line of Section No. 20 intersects the center of said railway right of way, thence south three degrees eighteen minutes West along said half section line ninety-four and seventy-six one-hundredths feet to a point at the center of the Bixby Road, passing a stake at sixty-nine and eighty one-hundredths feet mark¬ ing the Southerly right of way line of said railway; thence South eighty- two degrees twenty-one minutes West along the center of said Bixby Road forty feet to a point; thence North seventeen degrees thirty-nine minutes West forty-nine and forty-one one-hundredths feet to a stake, said stake being eighty feet distant at right angles from the center of said railway right of way; thence North forty-two degrees twenty-seven minutes West, parallel to and eighty feet distant at right angles from the center of said railway right of way eight hundred sixty-three and ninety-four one-hundredths feet to a stake; thence south eighty degrees forty-four minutes west seven hundred seven and fifteen hundredths feet to the place of beginning, containing seventeen and nine hundred fifty- seven thousandths acres of land, but excepting therefrom two and one hundred sixty-two thousandths acres included in the right of way of the Hocking Valley Railway, leaving a net area of fifteen and seven hundred ninety-five thousandths acres; being the same premises con- 42 Pole Line Right of Way. veyed to the Company by August Kundtz and wife by deed bearing date February 3, 1917, and recorded in said Franklin County in Deed Book 607, page 452. See also Deeds recorded in Deed Book 629, page 128 and Deed Book 622, page 5S0, in the Recorder’s Office, Franklin County, Ohio. (36) Situated in the County of Franklin, in the State of Ohio and in the Township of Marion, and bounded and described as follows: Being a fifty foot strip of land lying north of and abutting on the north line of the 100 ft. right of way of the Hocking Valley Railway, in the S. E. 1,4 of Sec. No. 11, Township 4 N, Range 22 W., Marion Town¬ ship, Franklin County, Ohio, and being more particularly described as follows: Beginning at an iron monument on the north right of way line of the Ilocking Valley Railway, said monument being located as follows: begin¬ ning at the stone monument which marks the S. E. Cor. of Sec. No. 11, thence with the south line of said section N. 86° 22' W. 45 ft., thence N. 67°—57' W. 710.8 ft. to the above mentioned iron monument. From the above described iron monument as a point of beginning, thence running in an easterly direction along the north right of way line of the Hocking Valiev Railwav on a curve of 523 feet radius three hun- dred nine and eight-tenths feet (309.8') to a point; thence N. 3° 20' E. fifty and nine-tenths feet (50.9') to a point of intersection with a curve of 473 feet radius; thence in a westerly direction along a curve of 473 feet radius two hundred ninety and five-tenths ft. (290.5') being parallel to and fifty feet distant from the northerly right of way line of the Hocking Valley Railway; thence No. 67° 57' W. six hundred four and seven tenths feet (604.7') along the tangent to the above curve parallel to and fifty feet distant from the north right of way line of the Hocking Valley Rail¬ way to a point; thence in a westerly direction on a curve to the right of 5629 ft. radius, one thousand four hundred ninety-nine and five tenths feet (1499.5') parallel to and fifty feet distant from the north right of way line of the Hocking Valley Railway to an intersection with the North and 43 South half section line of Sec. No. 11, which line is also the dividing line between the lands of Charles L. Stroedter et al. and Roland A. Olicken- ger; thence S. 3° 40' W. sixty and one tenth feet (60.1') along the above- mentioned half section line to an intersection with the north right of way line of the Hocking Valley Railway; thence along the north right of way line of the Hocking Valley Railway in an easterly direction on a curve of 5G79 ft. radius, one thousand four hundred seventy-nine and five tenths feet (1479.5') ; thence S. 67° 57' E. six hundred four and seven tenths feet (G04.7') along the north right of way line of the Hocking Valley Railway to the iron monument, the point of beginning, containing two and seven hundred forty-eight thousandths acres (2.748 acres) reserving to Julia L. Stroedter, Charles L. Stroedter and Anna E. Stroedter, their heirs and assigns, the use of the lanes, crossing said fifty foot strip of land, for the sole purpose, however, of ingress and egress to and from their remaining lands, such use, however, to be exercised in such a manner as will in no way interfere with the full use and enjoyment by The Colum¬ bus Railway, Power & Light Company, its successors and assigns, of all of the hereinabove described land so sold and herein conveyed to it. Being the same premises conveyed to the Company by Julia L. Stroedter, Charles L. Stroedter and Anna E. Stroedter, all unmarried, by warranty deed, dated the 7th day of May, 1917, and recorded in Deed Book 608, page 531, Recorder’s Office, Franklin County, Ohio. (37) Situated in the County of Franklin in the State of Ohio and the Township of Marion, and bounded and described as follows: A strip of land fifteen (15) feet in width from the south side of the fifteen acre tract of land of the grantors and extending the full length east and west of said fifteen acre tract, and described as follows: Beginning at a point in the east line of Section No. 4, Range 22, Con¬ gress Lands and in Smoky Row Road; said point bears N. 5° 30' E. 054.30 feet distant from a stone at the S.E. Corner of said section; thence N. 84° 39' W. 1378.5 feet to an iron pin on the east line of Castle Terrace Addition; thence N. 2° .06' E. 15.02 feet along the East line of Castle Pole Line Right of Way. 44 Transmission Line Tower Location. Grandview Yard Extension. Terrace Addition to a stake; thence S. 84° 39' E. 1379.4 feet to the east line of Section No. 4 in Smoky Row Road, said line being parallel and 15 feet distant at right angles to the N. 84° 39' W. course; thence S. 5° 30' W. 15 feet along the east line of Sect. 4 in Smoky Row Road to the point of beginning, containing acres of land. Said 15 acre tract of land is off the east end of a tract described in a deed from Isaac Shoaf to Joseph Shoaf, dated August 11th, 1864, and described as being a part of Sections 9 and 10 of Township 4, Range 22, Congress Lands. Said 15 acre tract is the same as was conveyed to Theodore Olpp by Charles Blulim and Dora Bluhm, by deed dated March 9tli, 1897, and recorded in Deed Book 294, page 43, Recorder’s Office, Franklin County, Ohio. Said 15 foot strip extends along Lewis Hunt's north line. Being the same premises conveyed to the Company by Theodore Olpp and Mary Olpp, his wife, by warranty deed dated the 26th day of July, 1917, filed for record on the 27tli day of July, 1917, and recorded in Deed Book 614, page 65, Recorder’s Office, Franklin County, Ohio. (38) Situated in the County of Franklin, State of Ohio and Town¬ ship of Marion, and being Lot Number thirteen (13) of Lewis and Weisand’s South High Street Addition to the City of Columbus, Ohio, as the same is numbered and delineated upon the recorded plat thereof, of record in Plat Book No. 13, page 6, Recorder’s Office, Franklin County, Ohio, subject to the restriction that no business obnoxious to a good residence neighborhood shall be conducted on said lot, said restriction to be construed as running with said real estate. Being the same premises conveyed to the Company by Thomas E. Lewis and Nicholas J. Weisend, both unmarried, by warranty deed dated the 21st day of April, 1917, and recorded in Deed Book 612, page 120, Recorder’s Office Franklin County, Ohio. (39) Situated in the County of Franklin, State of Ohio and Town¬ ship of Franklin and being a part of Section 12, Range 23, Refugee Lands, more particularly described as follows: 45 Beginning at an iron pin at the intersection of the west line of the fourteen (14) acres, one (1) rood and twenty-four (24) perches of land conveyed by John Willard and wife to Jacob Zollinger by deed dated April 7th, 184G and recorded in Deed Book 32, page 4S3, Recorder's Office, Franklin County, Ohio, and the south line of Goodale Street; thence running S. GO deg. 15 min. E., with the said line of Goodale Street, 435.3 feet to a point; thence S. 8G deg. 15 min. E. still with the south line of Goodale Street, 180.0 feet to a point, being the northeast corner of Lot #6 as the same is numbered and delineated upon the Plat Book #8, page 2A, Recorder’s Office, Franklin County, Ohio; thence with the east line of said Lot #6, S. 4 deg. 00 min. W. 92.8 feet to the intersection of said east line and the north right of way line of The P. C. C. & St. L. R. R., 35 feet distant from the center line of the north main track of said railroad measured northerly at right angles thereto; thence, with the said north right of way line N. 78 deg. 30 min. W., parallel with and 35 feet distant from the said center line of the north main track, 577.8 feet to a point, being the southwest corner of Lot No. 5 as shown on the plat above referred to; thence with the west line of said Lot No. 5, 4 deg. 00 min. E. 209.0 feet to the point of beginning; excepting therefrom a strip 17.2 feet wide off the east end of said described tract, and containing 1.539 acres. The property above described comprises three separate tracts of land of which the following are descriptions: First Tract, Being Lot. No. 6 as the same is numbered and delineated upon the Plat Book 8 page 2A, Recorder’s Office, Franklin County, Ohio, and being more particularly described in a deed from Grace M. Swain, et al to Frank H. Zollinger recorded in Deed Book 391, page 244, Frank¬ lin County, Ohio, records containing 1 26/100 acres of land, except a strip of land 17.2 feet wide off the east end heretofore sold by Frank EL Zollinger and wife to John T. Adams, by deed of record in Deed Book 478, page 71, Recorder’s Office, Franklin County, Ohio. Second Tract, Being Lot No. 5 as the same is numbered and delin¬ eated upon Plat Book 8, page 2A, Recorder’s Office, Franklin County, 4G Llewellyn Ave. Sub¬ station Site. Coal Storage adjacent to Walnut Power Station. Ohio, and being more particularly described in the Deed from Grace M. Swain to the said Frank H. Zollinger above mentioned, containing 14/100 acres of land. Third Tract, Commencing at a point in the sontli line of Goodale Street 33 3/10 feet (measured along the south line of Goodale Street) east from an iron pipe at the intersection of the west line of the 14 acres 1 rood and 24 perches of land conveyed by John Willard and wife to Jacob Zollinger by deed dated April 7th, 1840 and recorded in Deed Book 32, page 483 Recorder’s Office, Franklin County, Ohio, and the south line of said Goodale Street; thence south parallel with said west line 198 34/100 feet to the north line of the right of way of the P. C. C. & St. L. R. R.; thence east along the last mentioned line 40 34/100 feet to a point; thence north parallel with said west line 184 12/100 feet to the south line of Goodale Street; thence west along the south line of Goodale Street 44 4/10 feet to the place of beginning, containing 175/1000 acres of land. Being the same premises conveyed to the Company by Ralph H. Richards, by warranty deed dated the 7th day of August, 1917, and recorded in Deed Book Number G29, page 127, Recorder’s Office, Franklin County, Ohio. (40) Situated in the County of Franklin, State of Ohio and Town¬ ship of Marion, and more particularly described as follows: Lots Number Five (5) and Six (0) in the Cambria Addition, Marion Township, Franklin County, Ohio, as the same are numbered and delin¬ eated upon the recorded plat thereof, of record in Plat Book 7, page 362, Recorder’s Office, Franklin County, Ohio. Being the same premises conveyed to the Company by David Jones ct al. by Warranty Deed dated the 21st day of December, 1918, and recorded in Deed Book Number 617, page 301, Recorder’s Office, Franklin County, Ohio. (41) Situated in the County of Franklin, State of Ohio, and Town¬ ship of Madison and being a part of the northeast quarter of Section No. 47 20, Township 11 Range 21, Matthews Survey, bounded and described as follows: Beginning at a stone at the northeast corner of said Section; thence with the east line of said Section south 4 deg. 29 min. West 1289.10 feet to a point; thence north 85 deg. 41 min. West 272G.40 feet (passing an iron pipe at 20 ft.) to an iron pipe; thence north 4 deg. .03 min. East 1297.50 feet, in part along the east line of the premises now owned by August Kundtz and Mary Kundtz, to- a point in the north line of said Section, the same being the northeast corner of said premises of August Kundtz and Mary Kundtz; thence with the north line of said Section south 85 deg. 30 min. East 2736.27 feet to the place of beginning, containing 81.094 acres, excepting therefrom 2.992 acres in the Hocking Valley Railroad Company’s right of way, leaving 78.102 acres of land. Being the same premises conveyed to the Company by Edmund Spencer and wife, by deed dated the 24th day of March, 1920. (42) Situated in the County of Franklin, State of Ohio and Town¬ ship of Madison and being a part of the northwest quarter of Section No. 20, Township 11, Range 21, Matthews Survey, Congress Lands, bounded and described as follows: Beginning at the northwest corner of a certain tract of land now owned by the said grantee herein and formerly owned by Frank E. Wildermuth, the said point being in the north line of said section north 85° 30' west 2736.27 feet from a stone at the northeast corner thereof; thence south 4° 03' west, along the west line of the said premises of the grantee herein 319 feet to a point in the east right of way line of the Hocking Valley Railroad Company; thence with said east right of way line north 41° 42' west 460.50 feet to a point in the north line of said Section; thence with said north line south 85° 30' East 329.40 feet to the place of beginning, containing 1.206 acres of land. Being the same premises conveyed to the Company by Edmund Spencer and wife, by Deed dated the 31st day of March, 1920. (43) Situated in the County of Franklin, State of Ohio and Town¬ ship of Madison and being a part of the south half of Section Number Coal Storage adjacent to Walnut Power Station. Walnut Power Station. 48 seventeen (17) in said Madison Township, Franklin County, Ohio, being in Township number eleven (11) Range twenty-one Congress lands, and bounded and described as follows: Beginning at a point in the west line of a twenty foot strip of land conveyed by Charles J. Klamfoth and Sophia H. Klamfoth, his wife, to Charles Hann, Trustee by deed of record in Deed Book Volume 452, page 370 Recorder’s Office, Franklin County, Ohio, and conveyed by said Charles Hann, Trustee to Herman Braunn Sr. by deed of record in Deed Book Volume 452 Page 372 Recorder’s Office, Franklin County, Ohio, said point being located S. 11 degrees 34 min. E. 31.07 ft. north of the south line of said section number seventeen; thence with the west line of said twenty foot strip N. 10 deg. 51 min. W. 70.43 feet to a point; thence with the west line of said twenty foot strip N. 1 deg. 50 min. E. 1G89 ft. to the north end of said strip, it being also in the north line of a one hundred acre farm conveyed by John L. Chaney and James K. Chaney to Charles J. Klamfoth and Sophia H. Klamfoth, his wife by deed of record in Deed Book Volume 236 Page 24 Recorder’s Office, Franklin County, Ohio; thence with the north line of said one hundred acre farm N. 87 deg. W. 1271 feet to the middle of Big Walnut Creek; thence S. 19 deg. W. 439.94 feet with the middle of said creek to a point in the north¬ west corner of property of The Columbus Railway, Power and Light Com¬ pany by deed of record in Deed Book Volume 607 Page 450 Recorder’s Office, Franklin County, Ohio; thence with the north line of the property of The Columbus Railway, Power & Light Company S. 54 Deg. 14 min. E. 327.11 feet to a stake; thence S. 81 deg. 47 min. E. 355.55 feet to a stake; thence S 4 deg. 39 min. W. 853.19 feet; thence S. 42 deg. 27 min. E. 409.27 feet; thence S. 86 deg. 28 min. E. 479.51 feet to a point in the west line of the aforesaid twenty foot strip and the place of beginning (ap¬ proximately 38 acres). Being the same premises conveyed to the Company by Charles J. Klamfoth and wife by warranty deed dated the 6th day of December, 1920, and recorded in Deed Book Number 396, page 259, Recorder’s Office, Franklin County, Ohio. 49 (44) All that perpetual right, privilege and easement granted to the Company by Walter S. Page and wife by deed bearing date January 16, 1917, and recorded in Franklin County, State of Ohio, in Volume 11 of Miscellaneous Records, page 618, the said perpetual right, privilege and easement being over and upon the following described strip or parcel of land situate in Madison Township, Franklin County, State of Ohio, bounded and described as follows: A strip or tract of land fifty feet in width throughout, parallel to and abutting on the north right of way line of the Hocking Valley Railway Company, and extending northwesterly from the center of Big Walnut Creek (which is the dividing line between the premises of the grantors and the premises of Charles J. and Sophia Klamfoth) in the southwest quarter of Section Seventeen of said Township, to the center of the township (so called Kilgore) road, which is the west line of Section Eighteen and the dividing line between the premises of the grantors and the premises of J. F. Hensel and Louis Such. (45) All that perpetual right, privilege and easement granted to the Company by Walter S. Page and wife, by deed bearing date the 31st. day of May, 1917, and recorded in Volume 12, page 77, of the Miscellaneous Records, Recorder’s Office, Franklin County, Ohio, the said perpetual right, privilege and easement being over and upon the following described strip or parcel of land: A strip or tract of land fifty feet in width throughout, being twenty- five feet on each side of a center line located as follows: Situated in the Township of Madison, County of Franklin and State of Ohio, and bounded and described as follows: Beginning at a point on a line fifty feet distant at right angles and parallel to the northerly right of way line of the Hocking Valley Railway Company, said point bearing S. 68° 1' E. 1429.94 feet distant from the intersection of said line with the center of the township (so-called Kil¬ gore) Road, which is also the west line of Section 18 and the dividing line between Hamilton and Madison Townships; thence N. 21° 59' E.. at Transmission Line Right of Way. Transmission Line Right of Way. 50 Transmission and Distribu¬ tion Lines. right angles to said railway right of way 2G27.2 feet to a point in the center of the east and West D. Taylor Road, which is also the north section line of Section IS, and the dividing line between the premises of the grantors and Carl and Johanna Raduege, said point bears N. 86° 31' W. 32.5 feet along said Section line from a stone located at the inter¬ section of the centers of the North and South D. Taylor Road and the East and West D. Taylor Road. Transmission and Distribution Lines. Tenth. Also all of the overhead and underground main transmission lines of the Company including those located and extending between the following termini, to-wit: (1) Between its Spring Street Station and its Gay Street Station (2) Between its Spring Street Station and its Milo Station. (3) Between its Spring Street Station and its Mound Street Station. (4) Between its Spring Street Station and its McMillen Ave. Station. (5) Between its Spring Street Station and its Hague Avenue Sub Station. (6) Between its Spring Street Station and its Canal Street Sub Station. (7) Between its Gay Street Station and its Milo Station. (8) Between its Gay Street Station and its Mound Street Station. (9) Between its Gay Street Station and its Rich Street Sub Station. (10) Between its Gay Street Station and its Canal Street Sub Station. (11) Between its Milo Station and itsi McMillen Avenue Station. (12) Between its Milo Station and its Jeffrey Sub Station. (13) Between its Milo Station and its Minerva Park Sub Station. (14) Between its Milo Station and its Ralston Sub Station. (15) Between its Milo Station and its Walnut Station. (16) Between its Mound Street Station and its Merritt Street Sub ** Station. 51 (17) Between its Mound Street Station and its Canal Street Sub Station. (IS) Between its Mound Street Station and its Smoky Row Sub Station. (19) Between its McMillen Avenue Station and its Jeffrey Sub Station. (20) Between its Merritt Street Sub Station and its Smoky Row Sub Station. (21) Between its Rich Street Sub Station and its Canal Street Sub Station. (22) Between its Canal St. Sub Station and its Walnut Station. (23) Between its Milo Station and its Walnut Station. . (24) Between its Smoky Row Sub Station and its Walnut Station, together with all of the Company’s distribution lines, branches, and extensions, and all of its conduits, ducts, poles, wires, guys, anchors, attachments, appliances, appurtenances, easements, rights of way and other rights and privileges, whether in any way constituting a part of, incident to, connected with, radiating from or used in conjunction or connection with any or all of the foregoing transmission lines, or other wise, and wherever located, intending hereby to include all and singular the transmission and distribution systems of the Company and each and every part thereof, of whatever kind and description and whether now owned or hereafter acquired by it. Eleventh. Any and all property of every name and nature which may, from time to time hereafter, by delivery or writing of any kind be conveyed, mortgaged, pledged, assigned or transferred to the Trustee as and for additional security hereunder, by any one on behalf of the Com¬ pany or with its written consent; and the Trustee is hereby authorized to receive any and all such property at any and all times and to hold and apply the same in accordance with the terms and conditions of this Indenture. Property transferred by any one on behalf of the Company. 52 Excepted Properties. Excepting and reserving, however, from the operation of this Inden¬ ture all the following particularly described properties to-wit: A 1. The lot, parcel or tract of land situate in the County of Franklin, in the State of Ohio and in the Township of Marion, bounded and described as follows: Being a part of the Southwest Quarter of Section Number 9, Town¬ ship 4, Range 22, Mathew’s Survey Congress lands: beginning at a point in the center line of the Columbus and Chillicothe Turnpike and at the Northeast corner of Charles Bluhm’s land; thence with the north line of said Bluhm’s land North eighty-five degrees twenty-eight minutes West seven hundred and seventy-one feet to a stake, corner of said Bluhm’s land; thence South three degrees forty minutes West thirty-one and sixty-five one-hundredths feet to a stake, another of said Bluhm’s corners; thence South eighty-eight degrees West (passing the center line of the Columbus Feeder of the Ohio Canal at six hundred and sixty-six feet) seven hundred and eighty-seven feet to a stake at the Northwest corner of said Charles Bluhm’s land and on the east bank of the Scioto River; thence up said River with the meanders thereof and along the bank North fourteen degrees three minutes East four hundred and thirty-eight feet; thence North twelve degrees forty-one minutes East two hundred and twenty-six and fifty one-hundredths feet to a stake; thence through said John Buechner’s land South eighty-eight degrees fourteen minutes East (passing the center line of said canal at thirty- six feet) two hundred and eighteen feet to an iron pin; thence South five degrees one minute West one hundred and forty-six and seventy-five one-hundredths feet to an iron pin; thence South eighty-four degrees fifty-nine minutes East twelve hundred and seven feet to the center line of said Columbus and Chillicothe Turnpike; thence along the center line of said Turnpike South no degrees eighteen minutes West three hundred and seventy-one and fifty one-hundredths feet to the beginning, containing fourteen and ninety-six one-hundredths acres of land of which one and three one-hundredths acres lies within the bounds of said canal leaving a net amount of thirteen and ninety-three one-liundredths acres of land. 53 The premises hereby excepted are a part of the tract of land con¬ veyed to John Buechner by Caroline and Andrew Hahn by deed dated October 1st, 1902, and recorded in Deed Book No. 357, page 486, in the Recorder’s Office, Franklin County, Ohio; And being the same premises conveyed by John Buechner and Alice M. Buechner to Alfred Kunz by deed dated February 3rd, 1910, and recorded in Deed Book No. 496, page 280, Recorder’s Office, Franklin County, Ohio. And being the same premises which Elmore D. Putnam and wife, by deed dated February 13th, 1914, and duly recorded in the Franklin County, Ohio, Record of Deeds, granted and conveyed unto The Columbus Railway, Power & Light Company in fee. A 2. Commencing at intersection of West Side of Cleveland, Cincinnati, Chicago & St. Louis Railway with South Side of Woodward Avenue, now Eleventh (11th) Avenue; thence West with South side of Eleventh (11th) Avenue one hundred and forty and eight-tenths (140.8) feet to south-east corner of Eleventh (lltli) Avenue and Reis Avenue, now Grant Avenue; thence south along the east side of Grant Avenue one hundred and thirty-five (135) feet to a point; thence easterly on a line parallel with the south line of Eleventh (lltli) Avenue to the west line of Right of Way of the C. C. C. & St. L. Railway Co.; thence north¬ erly with said west line of right of way to the place of beginning, being part of lot number seven (7) Stevenson’s Heirs Sub-division of quarter township four (4), township one (1), range eighteen (18) U. S. M. L. The same being the property conveyed by Felix A. Jacobs to Richard Emory by warranty deed dated September 15,1903 and recorded in record of deeds, volume 374, page 498 of Franklin County Recorder’s Office. A 3. Beginning at a point in the east line of Grant Avenue, one hundred and thirty-five (135) feet south of Eleventh Avenue; thence easterly on a line parallel with the south line of Eleventh Avenue, to the west line of Right of Way of the C. C. C. & St. L. Railway Co.; thence 54 southerly along said Right of Way fifteen and one-tenth (15.1) feet, more or less, to the north line of a tract of land, sold to Robert D. Wood and William E. Bodin, by deed dated March 26th, 1901; thence west with said north line to the east line of Grant Avenue; thence north with the east line of Grant Avenue fifteen (15) feet to the place of beginning, being a part of lot number seven (7) Stevenson’s Heir’s Sub-division of quarter township four (4), township one (1), range eighteen (18) U. S. M. L., except the right to use the sewer running lengthwise through this track jointly with the owner of the tract of land adjoining on the south thereof. Said tract is the same which was conveyed by Felix A. Jacobs to Richard Emory by quit-claim deed dated September, 1903 and recorded in record of deeds, volume 374, page 496, of Franklin County Recorder’s Office. A 4. Lot number nineteen (19), of George Williams’ Amended Sub¬ division of his North wood Heights Addition, as the same is designated and delineated on the recorded plat thereof of record in Plat Book No. 2, page 270, Franklin County Records. A 5. Twelve (12) feet off the North side of Lot No. 27, of A. L. Parker’s Second Subdivision of part of Lot number Five (5) Stevenson’s Heirs Subdivision in Section number Four (4), Township One (1), Range eighteen (18), U. S. M. Lands. See Plat Book No. 3, Page 113 Recorder’s Office, Franklin County, Ohio. A 6. Thirty-five and seven-hundredths (35.07) feet, more or less, off the South side of lot number Twenty-eight (28) of A. L. Parker’s Second Subdivision of part of lot number Five (5) Stevenson's Heirs Subdivision in Section No. 4, Township 1, Range IS U. S. M. Lands. See Plat Book No. 3 Page 113, Recorder’s Office, Franklin County, Ohio. A 7. Lot number Forty-five (45) of A. L. Parker’s Second Sub¬ division of part of Lot number Five (5) in Stevenson’s Heirs Sub¬ division in Section No. 4, Township 1, Range 18, U. S. M. Lands, as the 55 same is numbered and delineated upon the Recorded Plat of said Parker’s Second Subdivision, of record in Plat Book No. 3, Page 113, Recorder’s Office, Franklin County, Ohio. AS. Thirty-five (35) feet off the south side of Parcel “C” on the plat marked Exhibit “X”, attached to the report of the Commissioners in cause No. 35066, Complete Record 178, page 423, in the Court of Common Pleas in said Franklin County, and being part of lots Four and five of Stevenson’s Heirs Subdivision of Section 4, Township 1, Range 18, United States Military Lands, A 9. A parcel of land situate in the township of Blendon, village of Westerville, Franklin County, Ohio, and being a part of quarter sec¬ tion No. 2, township No. 2, range No. 17, United States Military Lands; beginning at a stone in the line between the land owned by Thomas Ingalls and William Sharp at a point twelve (12) rods and nineteen (19) links south of a willow tree standing in the county line; thence east fifteen (15) rods and one (1) link; thence north ten (10) rods; thence south seventy-eight (78) degrees thirty-four (34) minutes west fourteen (14) rods and seventeen (17) links to a point six (6) rods south of the above mentioned willow tree; thence south six (6) rods and nine¬ teen (19) links to the place of beginning, containing 126 perches of land. A 10. A parcel of land, being situate in Blendon Township, Franklin County, Ohio, and being a part of section 3, township 2, range 17, United States Military Lands, and being part of the same premises conveyed by Lewis Huffman and wife to Garry W. Meeker, Moses H. Neil and Thomas A. Simons by deed dated April 20, 1893, and of record in Deed Book 251, pages 37 and 38 and bounded and described as follows: Begin¬ ning at a point in the west line of said section, southwest corner of said Huffman tract and northwest corner of tract of land conveyed by Mary Electa and Maxwell P. Innis to Thomas A. Simons by deed dated June 6, 1895; thence with the line between said Huffman and Innis tracts south S7 degrees 29 minutes east 3170 feet, thence north 2 degrees 40 minutes east 606 feet to a point in the north line of a 60 foot road; thence 56 with the north line of said road north 87 degrees 29 minutes east 70 feet; thence north 2 degrees 40 minutes east 546 feet to the north line of said Huffman tract thence with the north line of said Huffman tract north 87 degrees 22 minutes west 3103 feet to the west line of said section, northwest corner of said Huffman tract; thence with said section line south 2 degrees 31 minutes west 1157.6 feet to the place of beginning, containing 83.19 acres; but not including in this exception A 10 the right of way and sub-station property heretofore conveyed to the Trustee as parcels numbers (22and (22 1 /oh) respectively. A 11. A parcel of land being in Blendon Township, Franklin County, Ohio, and being a part of section 3, township 2, range 17, United States Military Lands, and parts of two tracts of land conveyed to Thomas A. Simons by Mary Electa and Maxwell P. Innis and by Emma and Clarence B. Osborn, both of said conveyances being dated June 6, 1895: Beginning at a point in the west line of said section, northwest corner of said Innis tract and south-west corner of a tract of land conveyed by Lewis Huffman and wife to Garry W. Meeker, Moses H. Neil and Thomas A. Simons by deed dated April 20, 1893; thence with the north line of said Innis tract and south line of said Huffman tract south 87 degrees 29 minutes east 3100 feet; thence south 2 degrees 40 minutes west 1030 feet to the south line of said Osborn tract; thence with the south line of said Osborn tract north 87 degrees 31 minutes west 3103 feet to an iron pin in the west line of said section and southwest corner of said Osborn tract; thence with the west line of said section north 2 degrees 49 minutes east 1028 feet to the place of beginning, containing 73.26 acres, with all the title, appurtenances, and privileges thereunto belonging; but not including in this exception A 11, the right of way and sub-station prop¬ erty heretofore conveyed to the Trustee as parcels numbers (22 1 /2«) and (22y 2 b) respectively. A12. Inlot No. Two (2), Township No. two (2) of Range 17, U. S. M. Lands and bounded and described as follows: Being a part of Lot No. three (3) of the subdivision of the South one third of the Wm. Cooper farm among the Dill heirs as shown on Plat Book No. 3 Page No. 243, Records in Franklin County Recorders Office 57 The said part of said Lot No. 3 hereby conveyed is particularly described and bounded as follows to wit: Beginning in the center of the public road leading from Blenden Corners to Westerville, on the south line of the Cooper farm, running thence east on said south line one hundred and thirty (130) feet; thence north fifty (50) feet; thence west (on a parallel line) one hundred and thirty (130) feet to the center of said road; thence south with the center of said road fifty (50) feet to the place of beginning, containing 15/100 acres, said premises being a part of the premises conveyed from Mar- sella Gould to Frank P. Dill by Warranty deed dated November 15th, 1S8S and of record in deed book No. 199 pages 248-249 and 250 Records in Franklin County Recorder’s Office. A 13. Lot number fifteen (15), in B. F. Stage’s Second Addition to said city, as the same is numbered and delineated upon the recorded plat thereof, of record in Plat Book number 2, page 339, Recorder’s Office, Franklin County, Ohio. A14. Situated in the County of Franklin, State of Ohio and Town¬ ship of Mifflin, more particularly described as follows: Being Lot #230 of the Cassady Fifth Avenue Addition as the same is numbered and delineated upon the recorded plat thereof of record in Plat Book No. 5, Pages 314, 315, 316, 317 and 318 of the Recorder’s Office, Franklin County, Ohio. Being the same premises conveyed to the Company by Zigmund Sabo and wife by Warranty Deed dated the 13th day of August, 1917, and recorded in Deed Book Number 614, page 282, Recorder’s Office, Franklin County, Ohio. It is the intention to convey by this Indenture, all estates, properties intention of this and franchises, of every name and nature now owned, held or possessed indenture, by the Company, or which it may at any time hereafter acquire, saving and excepting only the consideration paid by the Trustee for this conveyance and the above particularly described properties designated A 1 to A 14 58 inclusive; and all such estates, properties and franchises, except as afore¬ said, are and shall be by this Indenture conveyed to and held, owned and enjoyed by the Trustee, its successors and assigns, as fully and com¬ pletely in all respects and to all intents and purposes as though the same and each and every part, portion, parcel and item thereof were in this Indenture and in the particular description of the property contained in this Indenture specifically and particularly enumerated and described, and no words of particular description of property contained in this Indenture shall in anywise limit, curtail or detract from or be deemed, held or construed to limit, curtail or detract from the effect of the words of general description of property contained in this Indenture. Together with Appur¬ tenances. Definition of “Trust Estate.” Definition of “Electric Light and Power Prop¬ erties.” Together with all and singular the buildings, improvements, addi¬ tions, extensions, accretions, ways, alleys, passages, rights of way, waters, watercourses, easements, rights, liberties, privileges, licenses, franchises, tenements, hereditaments and appurtenances whatsoever, belonging or in anywise appertaining, or hereafter to belong or appertain, unto any and all of the premises or property hereby granted or mentioned and intended so to be, and the reversion and reversions, remainder and remainders, tolls, incomes, revenues, rents, issues and profits thereof, and of every part and parcel thereof, and all of the estate, right, title, interest, property, claim and demand of every nature and kind whatsoever which the Com¬ pany now has or may hereafter acquire in law, equity or otherwise howsoever, of, in and to the same and every part and parcel thereof, except as hereinabove set forth. All of the property and franchises, now owned or hereafter acquired or possessed by the Company, including the income, rents, issues and profits thereof, together with the appurtenances, as aforesaid, at any time subject to this Indenture, and any other property at any time subject to this Indenture, are hereinafter sometimes collectively referred to as the “trust estate.” The term “electric light and power properties”, wherever used in this Indenture, shall mean and include any and all property, plants, equip- 59 ment or appliances for generating, manufacturing, distributing and/or supplying light, heat and/or power to the public by means of electricity, including (without in any wise limiting or impairing by the enumeration of the same, the scope and intent of this definition) all lands, rights of way, power houses, sub-stations, buildings and other structures including all office buildings and the contents thereof, all machinery, engines, boilers, dynamos, electrical machinery and equipment, regulators, meters, transformers, generators, motors, electrical and mechanical appliances, conduits, cables, water or other pipes, wires, tools, implements, apparatus, supplies, merchandise, chattels, demands, accounts and choses in action, all municipal or other grants, rights, permits, consents and franchises and all lines for the transmission and distribution to the public of electric energy for light, heat and/or power purposes, whether overhead or underground, including poles, towers, wires, conduits and cables and all apparatus for use in connection therewith. The term “street railway properties”, wherever used in this Inden¬ ture, shall mean and include any and all property, plants, equipment or appliances for furnishing street and/or interurban railway service to the public, including (without in any wise limiting or impairing by the enumeration of the same, the scope and intent of this definition) all lands, rights of way, car barns, car shops, buildings and other structures and the contents thereof, all machinery, engines, boilers, dynamos, motors, electrical machinery and equipment and electrical and mechan¬ ical appliances, rolling stock, rails, ties, track, sidings, bridges, viaducts, tools, implements, apparatus, supplies, merchandise, chattels, demands, accounts and choses in action, all municipal or other grants, rights, per¬ mits, consents and franchises, and all street and interurban railway lines for furnishing street and/or interurban railway service to the public, including poles, towers, wires and all apparatus for use in connec¬ tion therewith. The term “hot water properties”, wherever used in this Indenture shall mean and include all property, plants or appliances for producing, distributing and/or supplying to the public hot water and/or steam for Definition of “Street Rail¬ way Prop¬ erties.” Definition of “Hot Water Properties.” 60 Habendum. Underlying Mortgages. heating purposes, including (without in any wise limiting or impairing by the enumeration of the same, the scope or intent of this definition) all lands, rights of way, buildings and other structures and the contents thereof, all machinery, engines, boilers, meters and mechanical appli¬ ances, equipment, conduits, water, steam or other pipes, tools, imple¬ ments, apparatus, supplies, merchandise, demands, accounts and choses in action, and all municipal or other grants, rights, permits, consents and franchises and all steam and hot water lines, for the transmission and distribution of hot water and/or steam heat to the public for heating purposes, including conduits, pipes and all apparatus for use in connec¬ tion therewith. It is hereby agreed that all the property and rights acquired by the Company after the date hereof, shall be as fully embraced within the lien hereof as if such property were now owned by the Company and were specifically described herein and conveyed hereby. To have and to hold all said properties, real, personal and mixed, mortgaged, pledged and conveyed by the Company as aforesaid, or intended so to be, unto the Trustee and to its successor or successors in said trust, and to its and their assigns forever; Subject, however, as to the properties severally embraced therein or affected thereby, to the following mortgages and any mortgages sup¬ plemental thereto heretofore executed for the purpose of subjecting additional property to the lien of any thereof (hereinafter sometimes referred to as “the underlying mortgages”), in so far as, and only in so far as, the liens thereof affect the foregoing properties, or any of them: 1. The First Consolidated Mortgage, dated July 1, 1892, of The Col¬ umbus Street Railway Company to Knickerbocker Trust Company of New York, as Trustee, (Columbia Trust Company, successor), under which there are now outstanding $3,000,000, principal amount, of First Consolidated Mortgage Forty Year Five Per Cent. Gold Bonds of The Columbus Street Railway Company, due July 1, 1932. 61 2. The First Mortgage, dated June 1, 1893, of The Crosstown Street Railway Company to Knickerbocker Trust Company of New York, as Trustee, (Columbia Trust Company, successor), under which there are now outstanding $572,000, principal amount, of First Mortgage Forty Year Five Per Cent. Gold Bonds of The Crosstown Street Railway Com¬ pany, due June 1, 1933. 3. The First Consolidated Mortgage of The Columbus Railway Com¬ pany, dated October 2, 1899, to The Union Savings Bank and Trust Company of Cincinnati, Ohio, Trustee, under which there are now out¬ standing $3,132,000, principal amount, of First Consolidated Mortgage Forty Year Four Per Cent. Gold Bonds of The Columbus Railway Com¬ pany, due October 1, 1939. 4. The First Refunding and Extension Sinking Fund Mortgage, dated April 1, 1915, of The Columbus Railway, Power and Light Com¬ pany to Girard Trust Company, Trustee, under which there are out¬ standing at the date of the execution and delivery hereof, $10,682,000, principal amount, of First Refunding and Extension Sinking Fund Mortgage Five Per Cent. Gold Bonds, due October 1, 1940, including $6,000,000 in principal amount thereof initially deposited as collateral with the Trustee under this Indenture. The mortgages, hereinbefore described, and numbered 1, 2 and 3 Definitionof above, are hereinafter sometimes referred to as “divisional railway Ranway nal Mortgages.” mortgages.” In Trust, nevertheless, for the equal and proportionate use, bene- tn Trust, N evertheless fit and security of all present and future holders of the bonds and coupons issued and to be issued under this Indenture, and for the enforcement of the payment of said bonds and coupons when payable according to their tenor, purport and effect, and to secure the perform¬ ance of and compliance with the covenants and conditions of said bonds and coupons and of this Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise hereinafter provided in section 1 of Article VI hereof), of any one bond or cou- seepage 127. pon over any other bond or coupon, or of the bonds or coupons of any series over the bonds or coupons of any other series, by reason of priority in the time of issue, sale or negotiation thereof or by reason of the purpose of issue or otherwise howsoever, so that each and every bond issued and to be issued hereunder shall have the same right, lien and privilege under and by virtue of this Indenture, and so that, except as aforesaid, the principal and interest of every bond shall be equally and proportionately secured hereby, as if all such bonds at any time outstanding had been duly issued, sold and negotiated simultaneously with the execution and delivery of this Indenture, and for the same consideration; it being intended that the lien and security of this Indenture and of all of the bonds issued and to be issued here¬ under shall take effect from the day of the execution and delivery hereof, without regard to the time of the actual issue, sale or disposition of said bonds, and as though upon said day all of said bonds had been actually sold and delivered to and were in the hands of bona fide pur¬ chasers thereof for value. Provided, however, and these presents are upon the condition that Defeasance. 7 ' if the Company, its successors or assigns, shall pay or cause to be paid unto the holders of said bonds, the principal and interest to become due in respect thereof, at the times and in the manner stipulated therein and herein, and shall keep, perform and observe all and singular the co\e- nants and promises in said bonds and the appurtenant coupons and in this Indenture expressed as to be kept, performed and observed by or on the part of the Company, then this Indenture and the estate and rights hereby granted, shall cease, determine and be void, otherwise to be and remain in full force and effect. ^ ^ 4 And it is hereby covenanted, declared and agreed by and between con (i it ions and the parties hereto that all of said bonds, with the coupons for interest covenants. appertaining thereto, are to be executed, authenticated, issued and held, and that the trust estate is to be held by the Trustee, upon and subject to the further covenants, conditions, uses and trusts hereinafter set forth, 63 and the Company, for itself and its successors and assigns, doth hereby covenant and agree to and with the Trustee and its successor or suc¬ cessors in said trust for the benefit of those who shall hold said bonds and interest coupons, or any of them, as follows: ARTICLE I. Description, Execution and Registration op Bonds. Section 1. From time to time the bonds issuable under this Inden¬ ture shall be executed on behalf of the Company by its President or a Vice-President, and its corporate seal shall be thereunto affixed, attested by its Secretary or an Assistant Secretary, and shall be delivered to the Trustee for authentication by it; and thereupon, as provided in this Indenture and not otherwise, the Trustee shall authenticate such bonds and shall deliver the same to the Company or upon its written order. Only such bonds as shall bear thereon endorsed a certificate of authen¬ tication substantially in the form hereinbefore recited, executed by the Trustee, shall be secured by this Indenture, or be entitled to any lien, right or benefit hereunder; no bond and no coupon thereunto apper¬ taining shall be or become valid or obligatory for any purpose until such certificate shall have been duly endorsed on such bond; and such authen¬ tication by the Trustee upon any bond shall be conclusive evidence and the only evidence that the bond so authenticated has been duly issued hereunder and that the holder is entitled to the benefit of the trust and lien hereby created. Before authenticating and delivering any bond, the Trustee shall detach and cancel any coupons thereto appertaining which shall have matured and shall deliver such coupons to the Company. The definitive bonds of each series issued hereunder shall be printed, litho¬ graphed or engraved, as the Board of Directors of the Company, at the time of the creation of any such series, shall determine. Section 2. In case any of the officers of the Company who shall have signed and sealed any of the bonds issuable under this Indenture or attested the seal on any of said bonds, shall cease to be such officers of Execution and authen¬ tication of bonds. Conclusive¬ ness of authentication by Trustee. Adoption of execution of bonds by former officers. Execution of bonds by future officers. Attestation of coupons. Bonds may be issued in series. Provisions relating to all series. G4 the Company before the bonds so signed and sealed shall have been actually authenticated by the Trustee or delivered by the Company, such bonds, nevertheless, may be authenticated and delivered and issued with the same force and effect as though the persons who had signed and sealed such bonds had not ceased to be officers of the Company. Any such bond may be signed and sealed on behalf of the Company by such persons as at the actual date of the execution of such bond shall be the proper officers of the Company, although at the nominal date of such bond any such person shall not have been such officer of the Company. The coupons to be attached to the bonds shall be attested by the engraved or lithographed facsimile signature of the present Treasurer or of any future Treasurer of the Company, and the Company may adopt and use for that purpose the engraved or lithographed facsimile signature of any person who shall have been such Treasurer, notwithstanding the fact that lie may not have been such Treasurer at the date of such bond or that he may have ceased to be such Treasurer at the time when such bonds shall be actually authenticated and delivered. Section 3. The bonds to be secured by this Indenture may be issued in such series as from time to time shall be authorized by the Board of Directors of the Company. The bonds of all series and the coupons to be attached thereto shall be substantially in the forms hereinbefore recited, with such appropriate omissions, variations and insertions as are permitted by, or as may be required to 1 comply with, the terms of this Indenture. Each series shall be designated in such manner, approved by the Board of Directors of the Company, as to distinguish it from other series, and all bonds of the same series shall be identical as to date of maturity, rate and date of interest payments, date fixing the standard of weight and fineness of gold coin to be paid, terms and rate of optional redemption (if redeemable), terms of convertibility (if convertible) and as to any sinking, amortization, improvement or analogous fund for the benefit of the holders of bonds of such series issued hereunder. The bonds of each series may be coupon bonds and/or registered bonds without 65 coupons, as the Company, by resolution of its Board of Directors shall determine. Coupon bonds of each series may, at the option of the Company, expressed by resolution of its Board of Directors, be issued in the denom¬ inations of $1,000, numbered consecutively from “Ml” upward, and/or $500, numbered consecutively from “Dl” upward, and/or $100, num¬ bered consecutively from “Cl” upward. Fully registered bonds without coupons of any series with respect to which the Company shall authorize the issue thereof, shall be of the denomination of $1,000 each and of such multiples thereof as the Board of Directors of the Company shall deter¬ mine. Bonds of any series may be exchanged for bonds of the same series of the same aggregate principal amount, but of a different denom¬ ination or denominations and similarly coupon bonds may be exchanged for registered bonds without coupons of authorized denominations of the same series or registered bonds without coupons may be exchanged for coupon bonds of the same series, and of the same aggregate principal amount. Every bond so exchangeable and every bond issued in exchange therefor, may have printed, lithographed or engraved thereon such legend in the premises as may be required to comply with the rules of any stock exchange or to conform to usage with respect thereto. All bonds so surrendered and all bonds delivered in exchange therefor shall bear all unmatured coupons appertaining thereto. All bonds executed, authenticated and delivered in exchange for bonds so surrendered shall be the valid obligations of the Company, evidencing the same debt as the bonds surrendered, and shall be secured by the lien of this Indenture and entitled to all of the benefits and protection hereof to the same extent as the bonds in exchange for which they were executed, authen¬ ticated and delivered. Section 4. The first series of bonds to be issued under this Indenture shall be designated “6% Series due 1041”. The bonds of this series shall be dated as of December 1st, 1921 (except as herein otherwise provided with Denomina tions and numbers of bonds. Interchange- ability of bonds. Provisions relating to “6% Series due 1941.” 66 respect to registered bonds without coupons), shall mature on December 1st, 1941, shall bear interest at the rate of six per cent. (6%) per annum, payable semi-annually on the first days of June and December in each year. The bonds of 6% Series due 1941 shall not be redeemable until December 1, 1926, but shall be redeemable at the election of the Company on December 1, 1926 or any interest payment date thereafter prior to maturity, as a whole, or in part from time to time, upon the payment of the principal thereof and interest thereon accrued to the date of redemp¬ tion, together with a premium of ten per cent. (10%) of the principal thereof if redeemed on or before June 1, 1931, a premium of five per cent. (5%) of the principal thereof if redeemed after June 1, 1931 and on or before June 1, 1937, a premium of four per cent. (4%) of the principal thereof if redeemed on December 1, 1937 or June 1, 1938, a premium of three per cent. (3%) of the principal thereof if redeemed on December 1, 1938 or June 1, 1939, a premium of two per cent. (2%) of the principal thereof if redeemed on December 1, 1939 or June 1, 1940, and a premium of one per cent. (1%) of the principal thereof if redeemed on December 1, 1940 or June 1, 1941, but only after notice, in the manner and upon the terms provided in Article III hereof. The principal of the bonds of 6% Series due 1941 shall be payable at the office or agency of the Company in the Borough of Manhattan, City of New York, and the interest on coupon bonds of said series shall be payable, on surrender of said coupons, at the said office or agency of the Company in the Borough of Manhattan, City of New York, or at the option of the holder, at the office of the Trustee in the City of Chicago, Illinois. The interest on reg¬ istered bonds without coupons of said series shall be payable only at the office or agency of the Company in the Borough of Manhattan, City of New York. Both the principal of and interest on the bonds of 6% Series due 1941 shall be payable in gold coin of the United States of America of or equal to the standard of weight and fineness as it existed on December 1st, 1921, and (to the full extent that such agreement may be permitted or not prohibited by law), without deduction therefrom, for any tax, assess¬ ment or other governmental charge which the Company or the Trustee or 67 any paying agent may be required or permitted to pay thereon or to deduct or retain therefrom under any present or future law or requirement of the United States of America, or of any state, county, municipality or other taxing authority therein, except inheritance and succession taxes and state income taxes and such portion of any Federal income tax with respect to income derived from the bonds of 6% Series due 1941 as shall be in excess of two per cent. (2%) per annum of such income, the Com¬ pany hereby agreeing to pay any such taxes, assessments or charges, except as aforesaid. The foregoing provisions relating to the 6% Series due 1941 shall be appropriately expressed in the bonds of such series. The definitive bonds of 6% Series due 1941 shall conform with the listing requirements of the New York Stock Exchange. Section 5. The bonds of each series other than the bonds of 6% Series due 1941 shall be dated as of December 1st, 1921 (except as herein otherwise provided with respect to registered bonds without coupons), shall bear interest at such rate, payable in such installments and on such dates, shall mature on such date (except as herein otherwise pro¬ vided), but in no event later than December 1, 2071, shall be payable, except as hereafter provided, in gold coin of such standard, and may be redeemable at the election of the Company before maturity at such price or prices and upon such terms and conditions, as shall be fixed and determined in respect of such series by the Board of Directors of the Company, and as shall be appropriately expressed in the bonds of such series, provided, however, that no series of bonds shall be issued which by their terms will mature on a date within six months of the date of matur¬ ity of the bonds of any other series outstanding at the time of such issue. The Board of Directors of the Company may provide in the creation of any series other than 6% Series due 1941, that the principal of and inter¬ est on the bonds comprising such series shall be payable without deduction for such taxes, assessments or other governmental charges, or to such extent, as the Board of Directors of the Company may determine, and Provisions relating to bonds of series other than “6% Series due 1941.” any such provision shall be appropriately referred to in the bonds and coupons of such series. The Board of Directors of the Company may in the creation of any series, after all of the bonds of 6% Series due 1941 have been retired, provide that the principal thereof and the interest thereon may be payable in currency other than gold coin, in which event appropriate changes shall be made in the title and text of the bonds and in the coupons of such series. The Board of Directors of the Company may, at the time of the creation of any series other than 6% Series due 1941, fix a place or places for payment of the principal of and/or interest upon the bonds of such other series, differing from the provisions of the bonds of 6% Series due 1941 with respect thereto, and, in such event, shall authorize appropriate changes in the forms of bond and coupon of such other series so as to express such provisions. The Board of Directors of the Company may, at the time of the creation of any series or at any time thereafter, limit the maximum principal amount of bonds which may be issued of such series and an appropriate insertion in respect of such limi¬ tation may, but need not, be made in the bonds of such series. Unless so restricted, the amount of bonds of any series issuable hereunder shall not be limited except as hereinafter expressly provided or as may otherwise be provided by law. Bonds issuable hereunder shall, subject to the provisions hereof, be of such series as the Board of Directors of the Company shall, from time to time, determine. The Board of Directors of the Company may provide at the time of the creation of any series other than 6% Series due 1941, that the bonds of any such series shall be coupon bonds registerable as to principal only or coupon bonds only not registerable as to principal, may limit the denominations thereof which may be issued, may, with respect to any series, limit or prohibit the interchangeability of bonds of different denominations and of coupon bonds and registered bonds with¬ out coupons of such series, and may authorize appropriate changes in the form of bond of any such series so as to express such provisions. The Board of Directors of the Company may provide at the time of the crea¬ tion of any series other than 6% Series due 1941, that the bonds of such series may be convertible, at the option of the holders thereof, into capital 69 stock of the Company at such times and upon such terms and conditions, as the Board of Directors of the Company may determine and as shall he appropriately referred to in the bonds of such series. Any such right of conversion, however, shall be subject to such prior authorization thereof by the stockholders of the Company and by such public utilities commis¬ sion or other governmental body having jurisdiction in regard thereto, as may then, in the opinion of counsel selected by the Company and accept¬ able to the Trustee (who may be counsel for the Company), be required by law. The Board of Directors of the Company may provide, at che time of the creation of any Series other than 6% Series due 1941, that the bonds of such series may be exchanged for bonds of a different series at such times and upon such terms and conditions as the Board of Directors of the Company may determine and as shall be appropriately referred to in the bonds of such series. Subject in all respects to the provisions of Article IV hereof, the Board of Directors of the Company may provide at the time of the creation of any series other than 6% Series due 1941, for provisions in regard to the establishment and application of any sink¬ ing, amortization, improvement or analogous fund for the benefit of the holders of the bonds of such series and/or the sinking fund price of the bonds of such series, differing from the provisions with respect thereto provided for the bonds of 6% Series due 1941, or may pro¬ vide that the holders of bonds of such other series shall not be entitled to the benefit of any sinking, amortization, improvement or analogous fund for the benefit of the holders of bonds issued hereunder, and such provisions shall be appropriately referred to in the bonds of such series. Section 6. The holder of any bonds for $500 and/or $100 each, may at any time surrender the same for cancellation with all unmatured cou¬ pons thereto appertaining, and shall be entitled to receive in exchange therefor coupon bonds of the same series for the appropriate principal amount, in bonds of higher denominations, bearing all unmatured cou¬ pons. Whenever such bonds of the principal amount of $500 or $100 each. Exchanges of bonds for bonds of higher de¬ nominations. 70 Exchanges of bonds for bonds of smaller de¬ nominations. Charges for exchange of bonds. Date of reg¬ istered bonds without coupons. with all unmatured coupons attached thereto, shall thus be surrendered for exchange, the Company shall execute and the Trustee shall authenti¬ cate and deliver a coupon bond of the same series for the appropriate principal amount. The holder of any bonds for $500 or $1,000 each may at any time sur¬ render the same for cancellation with all unmatured coupons thereto ap¬ pertaining and shall be entitled to receive in exchange therefor coupon bonds of the same series for the appropriate principal amount in bonds of lesser denominations, bearing all unmatured coupons. Whenever such bonds of the principal amount of $500 or $1,000 each, with all unma¬ tured coupons attached thereto, shall thus be surrendered for exchange, the Company shall execute and the Trustee shall authenticate and deliver coupon bonds of the same series for the appropriate principal amount. Upon every exchange of bonds as aforesaid, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charges required to be paid by the Company and in addi¬ tion may charge a sum not exceeding One dollar and fifty cents ($1.50) for each bond issued upon any such exchange, to be paid by the party requesting such exchange as a condition precedent to the exercise of the privilege heretofore conferred. All bonds executed, authenticated and delivered in exchange for bonds so surrendered shall be the valid obligations of the Company, evi¬ dencing the same debt as the bonds surrendered, and shall be secured by the lien of this Indenture and entitled to all of the benefits and protection hereof to the same extent as the bonds in exchange for which they were executed, authenticated and delivered. Section 7. Every registered bond without coupons issued under this Indenture shall be dated as of the time of issue (except that if such registered bond shall be issued upon any interest payment date it shall be dated as of the day following) and shall bear interest from the interest payment date next preceding the date thereof so fixed. The Company will cause to be kept at an office or agency to be main¬ tained by it in the Borough of Manhattan, City of New York, and also at 71 the office of the Trustee, books for the recording and transfer of registered bonds without coupons. The books so to be kept at the office or agency of the Company in the Borough of Manhattan, City of New York, shall at all times be open for inspection by the Trustee. Any registered bonds with¬ out coupons issued under the terms of this Indenture may be transferred at said office or agency of the Company in the Borough of Manhattan, City of New York, or at the option of the holder at the office of the Trustee, by surrender of such bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Company and the Trustee, duly executed by the registered holder of such bond, and thereupon the Company shall issue in the name of the transferee or trans¬ ferees, a new registered bond or new registered bonds without coupons of the same series for a like aggregate principal sum and the Trustee shall authenticate and deliver the same to him or them. Any such registered bonds without coupons may, upon the request of the registered holder, be exchanged at said office or agency of the Company in the Borough of Manhattan, City of New York, or at the option of the holder at the office of the Trustee, for several such bonds without coupons of the same series for the like aggregate prin¬ cipal sum and similarly several registered bonds without coupons in the same name, may, upon request of the registered holder, be exchanged for one registered bond without coupons or several such bonds without coupons of the same series, for the same aggregate principal sum, provided, however, that registered bonds without coupons shall be issued only in denominations of $1,000 or such multiples thereof as the Board of Directors of the Company may from time to time authorize. Regis¬ tered bonds without coupons surrendered for such purpose shall be cancelled and new bonds, in accordance with such request, shall be executed, authenticated and delivered as aforesaid. Whenever any coupon bonds aggregating in principal amount $1,000 or an authorized multiple thereof, with all unmatured coupons thereunto belonging, shall be surrendered at such office or agency of the Company in the Borough of Manhattan, City of New York, or at the option of the Recording and transfer of registered bonds with¬ out coupons. Exchange of registered bonds without coupons for others of like amount. Exchange of coupon bonds for registered bonds with¬ out coupons. 72 Exchange of registered bonds without coupons for coupon bonds. Charges for exchanges of bonds. holder at the office of the Trustee, for exchange for a registered bond or registered bonds without coupons, the Company shall issue and the Trus¬ tee shall authenticate and in exchange for such coupon bonds shall deliver registered bonds or one registered bond of the same series without coupons for the like aggregate principal sum, bearing interest from the next pre¬ ceding interest day. Whenever any registered bond without coupons, shall be surrendered at said office or agency of the Company in the Borough of Manhattan, City of New York, or at the option of the holder at the office of the Trustee, for exchange for coupon bonds, the Company shall issue and the Trustee shall authenticate and in exchange for such registered bond shall deliver coupon bonds of the same series for the like aggregate prin¬ cipal sum, with coupons thereto appertaining representing interest from the next preceding interest payment date. Coupon bonds, in exchange for which registered bonds without cou¬ pons have been issued, shall be retained uncancelled by the Trustee, and the Trustee shall register all such coupon bonds so retained, as held against a registered bond or bonds without coupons (giving the number or numbers thereof). Coupon bonds so held against registered bonds without coupons shall be reissued upon the presentation for exchange of such registered bonds without coupons issued in exchange therefor, and such registered bonds without coupons shall be forthwith cancelled by the Trustee and deliv¬ ered to the Company. Upon every exchange of bonds, under the provisions of this section, the Company may make a charge therefor, sufficient to reimburse it for any tax or taxes or other governmental charges, required to be paid by the Company, and in addition may charge a sum not exceeding One dollar and fifty cents ($1.50) for each bond issued upon any such exchange, to be paid by the party requesting such exchange as a condition precedent to the exercise of the privilege conferred by this section. All bonds executed, authenticated and delivered in exchange for bonds so surrendered shall be the valid obligations of the Company, 73 evidencing the same debt as the bonds surrendered, and shall be secured by the lien of this Indenture and entitled to all of the benefits and protec¬ tion hereof to the same extent as the bonds in exchange for which they were executed, authenticated and delivered. Section 8. The bonds of each series and the coupons to be attached compliances with Stock thereto may contain such provisions, specifications, descriptive words ^ u x ,^ a o n r ge and recitals, and may have such legends printed, lithographed or usage- engraved thereon, not inconsistent with the provisions of this Indenture, as may be required to comply with the rules of any stock exchange or to conform to usage in respect thereto, or as may be desired by the Board of Directors of the Company and approved by the Trustee. Section 9. The bonds hereby secured shall be designated as the Designation “Refunding Mortgage Gold Bonds” of the Company except as otherwise in Section 5 of this Article I or in this Section 9 provided, see page 67. Whenever all underlying mortgages, as herein defined, shall have been use of title “First Mort- satisfied of record and the Trustee shall have been furnished g a ge G p, I( i with an opinion of counsel selected by the Company and accept¬ able to the Trustee, who may be counsel for the Company, that the same have been satisfied of record and that this Indenture constitutes a first mortgage on all of the properties and franchises of the Company, then owned or thereafter to be acquired, all bonds issuable hereunder which may be thereafter authenticated and delivered pursuant to the provisions of Article II hereof may, if the Company shall so elect and by resolution of its Board of Directors, request, be designated “First Mortgage Gold Bonds” instead of “Refunding Mortgage Gold Bonds” and the word “First” may be substituted for the word “Refunding” wherever the same appears in the form of bond and coupon hereinbefore recited, and all bonds which may be authenticated and delivered under the provi¬ sions of this Article I in exchange or substitution for any such bonds shall be so designated, provided, however, that no bonds of a series of which bonds are at the time outstanding shall be so designated, unless 74 Temporary bonds. the Company shall execute and deliver to the Trustee, for authentication and delivery by the Trustee in substitution for the bonds of such series at the time outstanding, upon the surrender thereof to the Trustee, new bonds of the same series designated as “First Mortgage Gold Bonds,” as herein provided. In case all of said underlying mortgages are satisfied of record as aforesaid, the Company may, if it so elects, execute and deliver to the Trustee and the Trustee, upon receipt of an opinion of counsel, as aforesaid, shall thereupon authenticate and deliver, in substitution for all bonds of any series hereby secured at the time out¬ standing, upon the surrender thereof to the Trustee, new bonds of like series designated as “First Mortgage Gold Bonds.” All bonds so surren¬ dered and all bonds delivered in exchange therefor shall bear all unma¬ tured coupons appertaining thereto. In case the change in this section permitted in the title or designation of bonds is made, no bonds of any new series thereafter created shall be authenticated and delivered unless the same shall be designated as “First Mortgage Gold Bonds.” All bonds which may be authenticated and delivered, as provided in this Section, shall be the valid obligations of the Company evidencing the same debt as the bonds surrendered, and shall be secured by the lien of this Indenture and entitled to all of the benefits and protection hereof to the same extent as the bonds in exchange for which they were authenticated and delivered. Section 10. Pending the preparation of definitive bonds of any series to be secured by this Indenture, the Company may execute, and the Trustee shall authenticate and deliver, in lieu of such definitive bonds and subject to the same provisions, limitations and con¬ ditions, one or more temporary typewritten, printed or lithographed bonds of any one or more of the denominations hereinabove pro¬ vided for, or multiples of $1,000, substantially of the tenor of the bonds to be issued as hereinbefore recited, and with such appropriate omissions, insertions and variations as may be required. The Company shall, with¬ out unnecessary delay, at its own expense, prepare, execute and deliver to the Trustee, and thereupon, upon the presentation and surrender of tern- 75 porary bonds, the Trustee shall authenticate and deliver, in exchange therefor, definitive bonds of the same series for the same principal sum in the aggregate as the temporary bonds surrendered, first detaching and cancelling all coupons then matured appertaining to the definitive bonds so to be delivered. All temporary bonds so surrendered shall be forthwith cancelled by the Trustee and delivered to the Company. Until definitive bonds of any series are so delivered to the Trustee, the temporary bonds shall be exchangeable for other temporary bonds of the same series of dif¬ ferent denominations but of the same principal amount in the aggregate. Until exchanged for definitive bonds, the temporary bonds shall in all respects be entitled to the lien and benefit of this Indenture, and interest, when and as payable, shall be paid upon the presentation thereof and en¬ dorsement of such payment shall be made thereon. Temporary bonds may, at the option of the Company, bear a warrant or coupon for the interest due on the first interest date succeeding the issue thereof, in lieu of presentation thereof and endorsement of payment of interest thereon. Section 11. The Company will cause to be kept at an office or agency to be maintained by it in the Borough of Manhattan, City of New York, and also at the office of the Trustee, books for the registration as to prin¬ cipal and transfer of such coupon bonds issued hereunder as are so regis- terable; and, upon presentation for such purpose, the Company will, under such reasonable regulations as it may prescribe, register or cause to be registered therein, as to principal, any such coupon bonds issued hereunder. The books so to be kept at the office or agency of the Com¬ pany in the Borough of Manhattan, City of New York, shall at all times be open for inspection by the Trustee. The holder of any such coupon bond may have the ownership thereof as to principal, registered on said books, and such registration shall be noted on the bond. After such registration, no transfer of any such registered coupon bond shall be valid unless made upon said books by the registered holder in person, or by his attorney duly authorized in writing, and similarly noted on the bond; but the same may be dis- Registration and transfer of coupon bonds. 76 Registered owner of bonds deemed deemed abso¬ lute owner. charged from registration by being, in like manner, transferred to bearer, and thereupon transferability by delivery shall be restored, and such bond may again from time to time be registered or transferred to bearer as before. Such registration, however, shall not affect the negotiability of the coupons, and every such coupon shall continue to be transferable by delivery merely, and shall remain payable to bearer, and payment thereof to bearer shall fully discharge the Company in respect of the interest therein mentioned, whether the bond to which it appertains be registered or not. No charge shall be made for the registration or transfer of coupon bonds. Section 12. As to all coupon bonds registered as to principal, the person in whose name the same shall be registered shall for all purposes of this Indenture be deemed and regarded as the absolute owner thereof, and payment of or on account of the principal of such bond shall be made only to or upon the order of such registered holder thereof, but such regis¬ tration may be changed as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability of the Company upon such bonds to the extent of the sum or sums so paid. The Com¬ pany and the Trustee may deem and treat the bearer of any bond issued hereunder which shall not at the time be registered, and the bearer of any coupon for interest on any bond, whether such bond be registered or not, as the absolute owner of such bond or coupon, as the case may be, for the purpose of receiving payment thereof and for all other purposes what¬ soever, and the Company and the Trustee shall not be affected by any notice to the contrary. As to all registered bonds without coupons, the person in whose name the same shall be registered shall for all purposes of this Indenture be deemed and regarded as the absolute owner thereof, and payment of or on account of the principal and/or interest of such bond shall be made only to or upon the order of such registered holder thereof, but such registration may be changed as herein provided. All such payments 77 shall be valid and effectual to satisfy and discharge the liability of the Company upon such bonds to the extent of the sum or sums so paid. Section 13. In case any bond or the coupons thereto appertaining shall be mutilated or destroyed or lost, the Company in its discretion, may issue, and thereupon the Trustee shall authenticate and deliver, a new bond of like series, tenor, denomination, and date, in exchange and substitution for, and upon surrender and cancellation of, the mutilated bond and its coupons, or in lieu of and in substitution for the bond and its coupons so destroyed or lost. The applicant for such substituted bond shall furnish to the Company and the Trustee satisfactory evidence of the destruction or loss of such bond and its coupons so destroyed or lost, and indemnity satisfactory to both of them in their discretion. The Com¬ pany may require the payment of a sum not exceeding one dollar for each new bond issued under this Section 13, and of the expenses which may be incurred by the Company and the Trustee in the premises. ARTICLE II. Issue of Bonds. Section 1. The aggregate principal amount of bonds which may be executed by the Company and authenticated and delivered by the Trustee and be secured by this Indenture, is not limited, except as hereinafter in this Article II provided; but shall include such amount as may, from time to time, be executed, authenticated and issued under the terms hereof; and this Indenture shall be and constitute a continuing lien to secure the full and final payment of the principal of and interest on all bonds which may, from time to time, be executed, authenticated and issued here¬ under. The total amount of bonds outstanding at any time shall not, in any event, exceed the amount, at that time, permitted by law or by this Indenture. (a) No bonds of a series, including those of the 6% Series due 1941, not theretofore created, shall be authenticated and Mutilated, destroyed or lost bonds. Total prin¬ cipal amount of bonds issuable under this Indenture is unlimited. Restrictions on issue of bonds of all series: 78 Resolution creating each new series. Opinion of counsel that indebtedness represented by bonds to be issued is within authority of Company. Evidence of approval of Public Utili¬ ties Commis¬ sion or other governmental body. delivered by the Trustee under the provisions of this Article II unless prior to the authentication and delivery thereof, the Com¬ pany shall cause to be delivered to the Trustee a copy of a resolu¬ tion or resolutions duly adopted by vote of a majority of all its Board of Directors, certified under its corporate seal by its Secre¬ tary or an Assistant Secretary, designating the new series to be created and specifying the date of maturity thereof, the rate of interest and the dates for the payment thereof, the terms and rates of optional redemption (if redeemable), and such other provisions and agreements in respect thereof, in this Indenture provided or permitted, as the Board of Directors may determine, and all bonds of such series which may be executed, authenticated and delivered hereunder shall conform to the terms expressed in such resolution or resolutions. The Company covenants and agrees that it will keep, observe and perform any and all conditions and agreements in any such resolution or resolutions contained. (b) No bonds, including those of the 6% Series due 1941, shall be authenticated or delivered under the provisions of this Article II, unless and until the Trustee shall have been furnished, in every instance, with an opinion of counsel, selected by the Company and acceptable to the Trustee, who may be counsel for the Company, that the indebtedness represented by such bonds, will be within the total amount of indebtedness which the Company may then by law be empowered or authorized to incur or create, and that the Company is lawfully permitted to issue the bonds applied for in addition to any and all indebtedness then outstanding. (c) No bonds, including those of the 6% Series due 1941, shall be authenticated or delivered under the provisions of this Article II unless and until the Trustee shall have been furnished, in every instance, either a certificate constituting evidence of authorization, approval or consent of any public utilities com- tl 79 mission or other governmental body having jurisdiction in the premises, together with an opinion of counsel selected by the Com¬ pany and acceptable to the Trustee, who may be counsel for the Company, that the same is sufficient for the purpose, or the opinion of such counsel that no such authorization, approval or consent is required. Such opinion in either case shall also state that all laws and requirements in respect to the authentication and delivery of the bonds to be authenticated or delivered have been complied with. ( d ) The Company shall not execute and the Trustee shall not authenticate and deliver any bonds of any series under the pro¬ visions of this Article II with respect to any new or additional street railway properties or any extensions, improvements or addi¬ tions of or to any street railway properties of the Company, or of or to any electric light and power properties of the Company upon which any of the divisional railway mortgages are a lien, unless such bonds are by their terms to be of a maturity later than December 1, 1941. The foregoing restrictions of this subdivision (d) shall re¬ main in force so long as any of the bonds of 6% Series due 1941 remain outstanding, even if the Company shall file with the Trus¬ tee the certificates and opinions described and provided for in subdivision (e) of this Section 1. (e) The Company shall not execute and the Trustee shall not authenticate and deliver any bonds of any series under the provisions of this Article II with respect to any new or additional street railway properties or any extensions, improvements or additions of or to any street railway properties of the Company, or of or to any electric light and power properties of the Company upon which any of the divisional railway mortgages are a lien, unless and until the Company shall file with the Trustee an opinion or opinions of one or more counsel, selected or approved by the Trustee, to the effect that the street railway franchise or Opinion of counsel respecting the same. Restrictions as to maturity of bonds with respect to certain new properties. Restrictions upon the issue of bonds with respect to certain new properties until the Com¬ pany shall file with the Trustee cer¬ tain opinions and certifi¬ cates relating to its street railway fran¬ chises in Columbus. 80 franchises of the Company in the City of Coumbus, under which it operates its street railway properties in said City, is or are sub¬ ject to the lien of this Indenture and is or are free from any lien prior thereto except underlying mortgages and current taxes and affords or afford sufficient authority to the Company to conduct its street railway business in the City of Columbus for a period of time which extends at least to December 1,1944, or for an unlimited period of time, or for a period of time which cannot be terminated without the consent of the Company except upon the Company’s default or upon condemnation or upon payment of a fair price for all of the property, the operation of which is dependent upon such franchise or franchises, and shall also file with the Trustee a certificate or certificates of one or more engineers and/or other experts, selected or approved by the Trustee, to the effect that, in his or their opinion, the street railway franchise or franchises of the Company, covered by the foregoing opinion or opinions of counsel, does or do not impose any burdensome operating condi¬ tions on the Company; that it or they is or are such as to allow the Company to receive during the term thereof a fair return on its investment, from time to time, in its street railway properties operated thereunder and to maintain such investment unimpaired; and that the terms and conditions of said franchise or franchises afford proper and reasonable protection to the capital invested or to be invested in the street railway properties of the Company to be operated thereunder; provided, however, that when the Com¬ pany shall have so filed such certificate or certificates and opinion or opinions, any bonds which might have been previously authenti¬ cated and delivered but for the prohibition contained in this sub¬ division (e), may thereupon be authenticated and delivered to the Company upon compliance by it with the other provisions of this Indenture. The foregoing restrictions of this subdivision (e) shall re¬ main in force so long as any of the bonds of 6% Series due 1941 remain outstanding. 81 (/) The foregoing limitations in subdivisions ( d ) and (e) shall not affect the right of the Company to the authentication and delivery of bonds hereunder, in the manner hereinafter author¬ ized, with respect to new or additional permanent tangible electric light and power properties or any permanent tangible extensions, improvements or additions of or to the electric light and power properties of the Company upon which none of the divisional railway mortgages is a lien. (g) No bonds shall be authenticated or delivered if the Com¬ pany is at the time to the knowledge of the Trustee, in default under any of the provisions of this Indenture. Section 2. Bonds of 6% Series due 1941 for the aggregate principal amount of Five Million Dollars ($5,000,000), shall forthwith be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee, and delivered, forthwith or thereafter from time to time, (whether before or after the filing or recording hereof), in accordance with the order or orders of the Company, evidenced by a writing or writings signed by its President or a Vice-President and its Treasurer or an Assistant Treasurer and without further action on the part of the Company other than compliance with the provisions of sub-divisions a, 5, and c of Section 1 of this Article II, but only upon receipt by the Trustee of a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the vote of a majority of all the Board of'Directors of the Company, requesting the Trustee to authenticate and deliver said bonds. Section 3. Bonds secured by this Indenture for the aggregate prin¬ cipal amount of Eleven Million Three Hundred and Eiglity-six Thousand Dollars ($11,386,000), from time to time, may be executed by the Com¬ pany and delivered to the Trustee, and thereupon the same shall be authenticated and delivered by the Trustee to the Company, or upon its written order, upon compliance with the provisions of Section 1 of this Poregoing does not affect Issue of bonds with respect to electric light and power properties not subject to any of divisional railway mortgages. Bonds may not be issued if Company is in default. $5,000,000 of bonds of 6% Series due 1941 may be executed forthwith. See pages 77-78. Reservation of bonds to retire underlying securities. 82 See page 77. Underlying securities. Article II, and subject to the restrictions and conditions hereinafter in this Section contained, for the purpose of purchasing, paying, refunding or retiring, before, at or after maturity, the following named bonds, elsewhere in this Indenture sometimes referred to as “underlying se¬ curities,” viz.: $3,000,000 Principal amount of First Consolidated Mortgage Forty Year Five Per Cent. Gold Bonds of The Columbus Street Rail¬ way Company, dated July 1, 1892, and due July 1, 1932, secured by its First Consolidated Mortgage, dated July 1, 1892, to Knickerbocker Trust Company of New York, as Trustee (Columbia Trust Company, successor). $572,000 Principal amount of First Mortgage Forty Year Five Per Cent. Gold Bonds of The Crosstown Street Railway Com¬ pany, dated June 1, 1893, and due June 1, 1933, secured by its First Mortgage, dated June 1, 1893, to Knickerbocker Trust Company of New York, as Trustee (Columbia Trust Company, successor). $3,132,000 Principal amount of First Consolidated Mortgage Forty Year Four Per Cent, Gold Bonds of The Columbus Railway Company, dated October 2, 1899, and due October 1, 1939, secured by its First Consolidated Mortgage, dated October 2, 1899, to The Union Savings Bank and Trust Company, of Cincinnati, Ohio, as Trustee. $1,682,000 Principal amount of First Refunding and Extension Sinking Fund Mortgage Five Per Cent. Gold Bonds, dated April 1, 1915, and due October 1, 1940, secured by its First Refund¬ ing and Extension Sinking Fund Mortgage, dated April 1, 1915, to Girard Trust Company, as Trustee, being bonds now outstanding and not deposited hereunder at the date of the execution and delivery hereof. The Company will forthwith notify the Trustee of the serial numbers of the said underlying securities and no bond not bearing one of said serial numbers shall be refunded under this Section. 83 Bonds hereby secured, in addition to the $11,386,000 principal amount of bonds hereby secured hereinabove in this Section 3 reserved, may hereafter be reserved from time to time, under the provisions of this Section 3 pursuant to and upon compliance with the terms and provisions .of clause (6) of Section 4 of this Article II in respect of additional underlying securities, as in said clause (6) of Section 4 of this Article II provided for and defined. The Company will likewise notify the Trustee, from time to time, of the serial numbers of such additional underlying securities and no additional underlying securities not bearing one of said serial numbers shall be refunded under any provision of this Indenture. Bonds secured hereby may not, in any event, be authenticated by the Trustee and delivered to the Company under the provisions of this Section 3 of Article II, except for the purpose of purchasing, paying, refunding or retiring, as aforesaid, $4,682,000 of the First Refunding and Extension Sinking Fund Mortgage Five Per Cent. Gold Bonds of the Company, now outstanding and not deposited hereunder at the date of the execution and delivery hereof, unless and until the Company shall file with the Trustee the certificate or certificates of an engineer or engineers or other experts, and the opinion or opinions of counsel, selected or approved by the Trustee, described and provided for in sub¬ division (e) of Section 1 of Article II hereof and setting forth the mat¬ ters therein specified. Whenever, from time to time, the Company shall deposit or cause to be deposited with the Trustee in accordance with the conditions of this Section, either in bearer form or accompanied by proper instruments of assignment and transfer, whether before, at or after the maturity thereof, either uncancelled and with all unmatured coupons, if any, thereunto appertaining, or cancelled at maturity or under the redemp¬ tion or other provisions of the mortgage securing the same, any under¬ lying securities, to retire which, bonds are then reserved either under the provisions of this Section 3 or pursuant to the provisions of Clause (6) of Section 4 of this Article II, the Trustee, in exchange therefor, shall authenticate and deliver to the Company, or upon its written order, Reservation of bonds in respect of additional underlying securities. See page 90. Restrictions on refunding until Com¬ pany shall comply with Subdivision (e) of Sec¬ tion 1 of Article II. See page 79. Manner of carrying out refunding. See page 90. 84 Issue of bonds against cash deposited in connection with retire¬ ment of un¬ derlying securities. See page 90. bands reserved for a principal amount equal to the principal amount of the underlying securities so deposited; provided, however, that no bonds shall be authenticated and delivered against the deposit of under¬ lying securities which have been redeemed, paid or acquired with the proceeds of property released from the lien hereof or from the lien of the mortgage or other instrument securing such underlying securities, or with insurance moneys or with the proceeds of property taken by the exercise of the power of eminent domain, held by the Trustee or the trustee of any of the underlying mortgages. In case any underlying security so deposited with the Trustee shall have been cancelled before the deposit thereof, the Trustee shall require evidence to its satisfaction that no underlying security issued in lieu thereof or in exchange therefor, evidencing the same debt, has been issued and is at the time of such deposit outstanding. The Trustee shall also in each instance require evidence to its satis¬ faction that the underlying security deposited with the Trustee has not been redeemed, paid or acquired with the proceeds of property released from the lien hereof or from the lien of the mortgage or other instrument securing such underlying security, or with insurance moneys or with the proceeds of property taken by the exercise of the power of eminent domain, held by the Trustee or the trustee of any of the underlying mortgages. Whenever all of the underlying securities of any issue shall have become due, or shall within twelve months mature, or shall have been duly called for redemption, bonds hereby secured and reserved, either under the provisions of this Section 3 or pursuant to the provisions of Clause (6) of Section 4 of this Article II, for the purpose of retiring such underlying securities not held by the Trustee, may, from time to time, be executed by the Company, for a principal amount equal ,to the principal amount of such underlying securities, and may be delivered to the Trustee, and, thereupon, the same shall be authenticated and delivered by the Trustee to the Company, or upon its written order, without further action on the part of the Company other than compli¬ ance with the provisions of Section 1 of this Article II and the deposit See page 77. 85 with the Trustee of an amount of cash sufficient to pay the principal and interest to maturity or the redemption date, as the case may be (and premium, if any) of such underlying securities. Whenever there¬ after the Company shall be or become entitled to the authentication and delivery of bonds under the provisions of this Section in respect to such underlying securities, the Trustee shall pay over to the Company, or upon its written order, in lieu of each bond to the authentication and delivery of which the Company may then be so entitled, cash so deposited to an amount equal to the aggregate principal amount of such bonds (and premium, if any), or, if the Company shall so request, the Trustee shall pay cash so deposited in appropriate amounts to the trustee of the underlying mortgage securing such underlying securities, for the purpose of paying, redeeming or otherwise retiring such underlying securities. Any cash not so paid out and not required for the purposes aforesaid, shall be repaid by the Trustee to the Company, or upon its written order. Unless and until so paid or applied by the Trustee, the Trustee shall hold any cash so deposited with it as a part of the trust estate, and it shall allow, and pay to the Company, interest thereon at such rate as the Trustee and the Company shall agree upon. Whenever all underlying securities of a particular issue (except any lost, mutilated or destroyed underlying securities for which satisfactory indemnity shall have been given and as to which the Trustee shall have received the certificate of the trustee under the mortgage or other instru¬ ment securing such underlying securities, and except underlying securities for the payment of which due provision shall have been made by the deposit with the trustee under the mortgage or other instrument securing the same of the amount due and to become due thereon for principal and interest, and premium, if any), shall have been deposited with the Trustee under the provisions of this Section 3 or shall be held by the Trustee under any other provision of this Indenture, the Trustee shall on the written request of the Company, if advised by counsel selected by the Company and acceptable to the Trustee, who may be counsel for the Company, that there are no liens upon the trust estate junior to the lien of the mortgage or other instrument securing such underlying Conditions under which underlying securities may be can¬ celled and the mortgage se¬ curing them satisfied. 86 Definitions of Underlying Mortgages and Underly¬ ing Securities, Restrictions upon issue of further underlying securities. securities and prior to the lien of this Indenture, and that such action will not in any way impair the security of the bonds hereby secured, cancel or cause to be cancelled all underlying securities of such issue so deposited (if not previously cancelled) and shall deliver the same so cancelled to the trustee under the underlying mortgage or other instru¬ ment and shall cause such mortgage or other instrument to be discharged of record. Whenever the mortgage or other instrument securing any underlying securities shall have been discharged of record, the Trustee shall there¬ upon authenticate and deliver to the Company all bonds hereby secured at the time reserved in respect to such underlying securities and which shall not have been previously authenticated and delivered, provided, however, that no bonds shall be authenticated and delivered in respect of underlying securities which have been redeemed, paid or acquired with the proceeds of property released from the lien of this Indenture or from the lien of the mortgage or other instrument securing such under¬ lying securities, or with insurance moneys or with the proceeds of prop¬ erty taken by the exercise of the power of eminent domain, held by the Trustee or the trustee of any of the underlying mortgages. Each and every underlying security received by the Trustee under the provisions of this Section 3 or under any other provision of this Indenture, shall be held by the Trustee for the protection and further security of the bonds hereby secured until surrendered as herein pro¬ vided. The mortgages or other instruments which are prior in lien to this Indenture on all or any part of the trust estate, including those described in the granting clauses hereof, are in this Indenture sometimes referred to as “underlying mortgages'’; and the term “underlying securities”, as used in this Indenture, shall include all bonds or other obligations, secured by any underlying mortgage, including any such underlying securities deposited with the Trustee. The Company covenants and agrees that after the date of this Indenture, no First Consolidated Mortgage Forty Year Five Per Cent. 87 Gold Bonds of The Columbus Street Railway Company, no First Mort¬ gage Forty Year Five Per Cent. Gold Bonds of The Crosstown Street Railway Company and no First Consolidated Mortgage Forty Year Four Per Cent. Gold Bonds of The Columbus Railway Company, hereinabove described, shall be authenticated, delivered, issued or reissued, under the mortgages above mentioned, securing the same; and that no underlying securities shall be authenticated, delivered, issued or reissued under any other mortgage which shall have become an underlying mortgage under the provisions of Clause (6) of Section 4 of this Article II in addition see page 90. to the underlying securities thereby secured deposited with the Trustee and/or any such underlying securities with respect to which bonds hereby secured are reserved pursuant to the provisions of Clause (6) of Section see page 90. 4 of this Article II, except in lieu of lost, destroyed or mutilated bonds. The Company further covenants and agrees that after the date of this Indenture, no First Refunding and Extension Sinking Fund Mort¬ gage Five Per Cent. Gold Bonds of the Company, hereinabove described, shall be authenticated, delivered, issued or reissued under the mortgage, above mentioned, securing the same, except in lieu of lost, destroyed or mutilated bonds, unless such additional First Refunding and Extension Sinking Fund Mortgage Five Per Cent. Gold Bonds of the Company so authenticated, delivered, issued or reissued, are forthwith deposited with the Trustee as additional protection and security for the bonds hereby secured. Bonds issuable under the provisions of this Section 3 shall be of such series as the Board of Directors of the Company, from time to time, by resolution adopted by vote of a majority of the entire Board, shall request. Section 4. Bonds secured by this Indenture may, from time to time, issue of bonds with respect be executed by the Company and delivered to the Trustee, and thereupon to property * L * 7 1 acquired sub- the same shall be authenticated and delivered by the Trustee to the Com- January 1, . . 1922. pany or upon its written order, upon compliance with the provisions of Sections 1, 5 and 6 of this Article II in so far as applicable: pa A e fi 77, 88 Conditions respecting the issue of such bonds. See page 100. Whenever the Company, subsequent to January 1, 1922, shall have purchased or acquired any new or additional permanent tangible property, or shall have made, constructed or acquired any permanent tangible extensions, improvements or additions (in¬ cluding equipment and appliances) of and to the plants, systems or property of the Company subject to the lien of this Indenture, located within a radius of one hundred miles of the intersection of what are now Broad and High streets in the City of Colum¬ bus, Ohio, and used or to be used by the Company, in the business of generating, manufacturing, distributing and/or supplying light, heat and/or power to the public by means of electricity, and/or in the business of furnishing street and/or interurban railway service to the public; but only subject to the following limitations, restrictions and conditions: (1) No bonds shall be authenticated and delivered under the provi¬ sions of this Section 4 for a principal amount in excess of seventy-five per cent. ( 75 %) of the actual cash cost to the Company or the fair value to the Company (whichever shall be the lesser amount) of any such new or additional permanent tangible properties, or permanent tangible extensions, improvements or additions. Such fair value, in the case of any public utility property, hereinafter defined, shall be fixed and determined by the certificate provided for in clause C of Sec¬ tion 6 of this Article II. The actual cash cost of any such new or additional properties, or permanent extensions, improvements or addi¬ tions shall include the cost of constructing, laying and installing the same ready for operation. No bonds shall be authenticated and delivered under the provisions of this Section 4 in respect of expenditures made for repairs, maintenance, replacements or renewals, except that when¬ ever old, inadequate or wornout property is replaced by property costing more than such old, inadequate or wornout property cost when new, then such excess of cost of such property constructed or acquired to replace the old, inadequate or wornout property, and such excess only, 89 shall be deemed, and shall constitute, permanent tangible extensions, improvements or additions for which bonds may be authenticated and delivered under this Section 4. Permanent tangible extensions, improve¬ ments or additions in process of construction or erection, so far as actually constructed or erected, and subjected to the lien of this Inden¬ ture, shall be deemed permanent tangible extensions, improvements or additions within the meaning of this Section 4. The term “public utility property” as used in this Indenture shall be construed and held to mean a plant and/or system, including any permanent tangible property used in connection therewith, not con¬ structed or erected by or for the Company, but which, prior to the pur¬ chase or acquisition thereof by the Company, has been used or operated by others than the Company in the business of generating, manufactur¬ ing, distributing and/or supplying light, heat and/or power to the public by means of electricity and/or in the business of furnishing street and/or interurban railway service to the public. (2) No bonds shall be authenticated and delivered under the pro¬ visions of this Section 4 with respect to any street railway properties or any extensions, improvements or additions to any street railway prop¬ erties located outside of the territorial limits of the County of Frank¬ lin, Ohio. (3) No bonds shall be authenticated and delivered under the provi¬ sions of this Section 4 in respect of the purchase or acquisition of any shares of stock, bonds or other securities (except as provided in Clause (G) of this Section 4 and in Section 3 of this Article II) or franchises, nor for any purpose not herein specifically provided for. (4) No bonds shall be authenticated and delivered in respect of the purchase or acquisition of any new or additional property or any exten¬ sions, improvements or additions, unless they are physically connected by transmission or service lines in the case of electric light and power properties or by railway lines in the case of street railway properties with some plant or system subject to the lien hereof at the date of the execution and delivery hereof. Definition of Public'Utility Property. See pages 90 and 81. (5) No bonds shall be authenticated or delivered under the provi¬ sions of this Section 4 with respect to any new or additional property or any extensions, improvements or additions, which are located in a municipal division in which the Company is not then supplying to the public light, heat and/or power by means of electricity or street or interurban railway service, as the case may be, unless the Company is the owner of a franchise or franchises subject to the lien of this Inden¬ ture and free from any lien prior thereto except the underlying mort¬ gages and current taxes, lawfully entitling it to distribute and/or supply light, heat and/or power to the public by meansi of electricity, and/or to furnish street and/or interurban railway service to the public, as the case may be, in said new municipal division, or unless such a franchise or franchises is not necessary for such purpose. The term municipal division, as used herein, shall include a city, village, township or other similar municipal division. Issue of bonds with respect to property sub¬ ject to prior mortgages. See page 81. (6) In case the authentication and delivery of bonds is requested in respect of the purchase or acquisition of any new or additional property, which is at the time subject to a mortgage prior to the lien of this Indenture, securing bonds outstanding of an aggregate prin¬ cipal amount not exceeding fifty per cent. (50%) of the cash cost or fair value of such property (whichever shall be less), the principal amount of such outstanding bonds shall be included in computing the cash cost or fair value of such property.. Any such bonds shall be considered as included within the meaning of the words “underlying securities” as used in this Indenture, and thereupon a principal amount of bonds hereby secured, equal to the principal amount of such bonds, shall be added to the principal amount of bonds reserved under the provisions of Section 3 of this Article II; and thereafter such addi¬ tional bonds so reserved shall be authenticated and delivered upon the terms and conditions in said Section 3 provided, for the purpose of purchasing, paying, refunding or retiring such outstanding underlying securities, as if bonds for such purpose had been originally reserved under said Section 3 at the date of the execution and delivery of this Indenture, 91 and as if they had been herein mentioned and described as “underlying securities/’ and as if the mortgage securing the same had been herein described as one of the “underlying mortgages/’ Provided, however, that no such bonds shall be considered as included within the meaning of the words “underlying securities,” as used in this Indenture, unless and until bonds hereby secured are, or have previously been, authenticated and delivered under the provisions of this Section 4 in respect of the property upon which such bonds are secured by mortgage, or unless and until cash is, or has previously been, paid out in respect of such property pursuant to the provisions of Section 7 of this Article II, or Section 5 of Article X hereof; and unless and until the cash cost or fair value (whichever is less) of such property, the amount of additional bonds to be reserved under the provisions of Section 3 of this Article II in respect of such bonds and compliance with the limitations in this clause (6) contained, are evidenced to the Trustee by the certificate provided for in Clause B of Section 6 of this Article II; and Provided further that in no event shall additional bonds hereby secured be so reserved, in respect of any such issue of bonds secured by mortgage if the aggregate principal amount thereof is in excess of fifty per cent. (50%) of the cash cost or fair value (whichever shall be the less) of such property, computed in the manner hereinabove provided; and Provided further, that no bonds shall be authenticated and delivered as aforesaid, in respect of property subject to mort¬ gages securing bonds, if the total aggregate principal amount of all such bonds secured by mortgage not at the time deposited or to be deposited hereunder concurrently with such authentica¬ tion and delivery, will thereby be increased to an amount in excess of twenty-five per cent. (25%) of the total aggregate prin¬ cipal amount of all bonds outstanding hereunder and then to be authenticated and delivered. See pages 108 and 154. See page 81. See page 96. 92 The bonds which may be authenticated and delivered under the pro¬ vision of this Section 4 in respect to property subject to a mortgage securing bonds, as aforesaid, shall be limited, in principal amount,, to the amount, if any, remaining after deducting the amount of the prin¬ cipal of the additional bonds so to be reserved with respect to such bonds from seventy-five per cent. (75%) of the cash cost or fair value (which¬ ever shall be the less) of such property. In case the aggregate principal amount of any such bonds secured by mortgage prior in lien to this Indenture shall exceed fifty per cent. (50%) of the cash cost or fair value (whichever shall be the less) of such additional property, as aforesaid, bonds may nevertheless be authenticated and delivered as provided above, if bonds secured by such mortgage to a principal amount equal to such excess shall be deposited with the Trustee at the time of the authentication and delivery of bonds hereunder in respect to such property, and no bonds shall be authenticated or delivered under any provision of this Indenture in respect of such excess. In case, in accordance with the provisions of Section 9 of Article I hereof, bonds' designated as “First Mortgage Gold Bonds” shall be authenticated and delivered hereunder, no bonds shall be authenticated and delivered thereafter under the provisions of this Section 4 in respect of property subject to a mortgage, as hereinabove otherwise permitted. (7) No bonds shall be authenticated and delivered under the pro¬ visions of this Section 4 in respect of any new or additional property or extensions, improvements or additions which are not subject, or not at the time of such authentication and delivery made subject, to the direct lien of this Indenture, or which are subject to any mortgage or similar lien prior to the lien of this Indenture other than the liens of underlying mortgages securing underlying securities in respect whereof bonds have been, or are at such time to be, reserved hereunder. Expenditure (8) The Company shall not execute and the Trustee shall not of $1,559,000 before further authenticate and deliver bonds secured hereby under the provisions of be issued. this Section 4 until the Company shall have expended in cash after See page 73. 93 January 1, 1922, the sum of $1,559,000 to purchase or acquire new or additional permanent tangible property, or to construct or acquire perma¬ nent tangible extensions, improvements or additions (including equip¬ ment and appliances) of and to the plants, systems or property of the Company subject to the lien of this Indenture, and used or to be used by the Company, in the business of generating, manufacturing, distributing, and/or supplying light, heat and/or power to the public by means of elec¬ tricity, or in the business of furnishing street and/or interurban railway service to the public, and shall have tiled with the Trustee a certificate (or several certificates) signed and verified by the President or a Vice-Presi¬ dent, and by the Treasurer or an Assistant Treasurer of the Company, and by an engineer selected by the Company and acceptable to the Trus¬ tee, who may be in the employ of the Company, showing to the satisfaction of the Trustee, that such sum of $1,559,000 in cash has been so expended by the Company. No bonds may be executed by the Company or authen¬ ticated and delivered by the Trustee under this Section 4 and no payment of cash shall be made by the Trustee under any provision of this Inden¬ ture, with respect to any expenditure included in any such certificate or certificates. Section 5. Bonds shall not be authenticated or delivered under Sec¬ tions 4 or 7 of this Article II unless and until the net earnings of the Company, as hereinafter defined, for a period of twelve (12) consecutive calendar months within the fifteen calendar months immediately pre¬ ceding the application for such authentication and delivery of bonds, shall have been, on each occasion, equal to at least twice the amount required to pay the annual interest on (1) all bonds hereby secured at the time outstanding, (2) those applied for, (3) all underlying securi¬ ties, and (4) all other indebtedness at the time secured by mortgage or other similar lien on the trust estate or any part thereof prior to the lien hereof; but only to the extent under (3) and (4) that the same have not been deposited, or are not at the time deposited, with the Trustee under the provisions of this Indenture; provided, however, that until the See pages 87 and 103. Requirements with respect to net earn¬ ings of the Company. 94 See page 79. See pages 87 and 103. Method of determining net earn¬ ings of the Company. Company shall file with the Trustee the certificate or certificates of an engineer or engineers or other experts and the opinion or opinions of counsel, selected or approved by the Trustee, described and provided for in subdivision (e) of Section 1 of Article II hereof, and setting forth the matters therein specified, bonds shall not be authenticated or delivered under Sections 4 or 7 of this Article II unless and until the net earnings of the Company from its electric light and power properties alone, as here¬ inafter defined, for a period of twelve (12) consecutive calendar months within the fifteen calendar months immediately preceding the application for such authentication and delivery of bonds, shall, in addition, have been, on each occasion, equal to at least one and three-quarters times the amount required to pay the annual interest on (1) all bonds hereby secured at the time outstanding, (2) those applied for, (3) all underlying securities, and (4) all other indebtedness at the time secured by mortgage or other similar lien on the trust estate or any part thereof prior to the lien hereof; but only to the extent under (3) and (4) that the same have not been deposited, or are not at the time deposited, with the Trustee under the provisions of this Indenture. For the purposes of this Article II, the net earnings of the Company shall be ascertained as follows: From the total of the operating and non-operating revenues of the Company, there shall be deducted all operating expenses (including therein all actual expenditures for cur¬ rent maintenance and all rentals, license charges, taxes and insurance) and the balance shall constitute the net earnings of the company. In computing the amount of such net earnings no more than ten per cent. (10%) in the aggregate thereof shall be derived from (1) any dividends or interest upon any shares of stocks, bonds or other securities owned by the Company, and/or (2) income or earnings from properties leased to the Company, and/or (3) income or earnings from prop¬ erties not at the time subject to the direct lien of this Indenture. The amount expended for current maintenance and to be included in operating expenses as above shall not be less than the amount required, if any, by any governmental authority having jurisdiction in the premises to be so 95 expended, and the amount included therein as expended for current maintenance for the period in question shall not be less than seven per cent. (7%) of the gross operating revenues of the Company, or such greater or lesser percentage thereof as may be fixed, from time to time, in accordance with Section 16 of Article V hereof, whether or not such amount shall actually have been so expended. For the purposes of this Article II, the net earnings of the Company from its electric light and power properties shall be ascertained as follows: From the total of the operating and non-operating revenues of the Company from such properties, there shall be deducted all operating- expenses thereof (including therein all actual expenditures for current maintenance and all rentals, license charges, taxes and insurance) and the balance shall constitute the net earnings of the Company from such properties. In computing the amount of such net earnings, no more than ten per cent. (10%) in the aggregate thereof shall be derived from (1) any dividends or interest upon any shares of stocks, bonds or other secur¬ ities owned by the Company, and/or (2) income or earnings from any properties leased to the Company, and/or (3) income or earnings from any properties not at the time subject to the direct lien of this Indenture. The amount expended for current maintenance and to be included in operating expenses as above shall not be less than the amount required, if any, by any governmental authority having jurisdiction in the premises to be so expended, and the amount included therein as expended for cur¬ rent maintenance for the period in question shall not be less than seven per cent. ( 7 %) of the gross operating revenues of the electric light and power properties of the Company, or such greater or lesser percentage thereof as may be fixed, from time to time, in accordance with Section 16 of Article V hereof, whether or not such amount shall actually have been so expended. In case within or after said, twelve months period the Company shall have acquired any property, and the same, if acquired by the Company, shall be subjected to the direct lien of this Indenture, the Company in computing its net earnings or the net earnings of its electric light and See page 121. Method of determining net earnings of Electric Light and Power Prop¬ erties. Instruments to be furnished the Trustee prior to the authentication of bonds. See pages 77 and 87. Resolution of the Board of Directors of the Com¬ pany. See page 87. Certificate of two officers of the Com¬ pany. See page 92. 90 power properties, as the case may be, shall be entitled to include, to the extent that the same may not have been otherwise included, the net earn¬ ings of such property for the whole of said twelve months period, if said property shall have been acquired after said period, or if said property shall have been acquired during said period, then for the portion of said twelve months period prior to acquisition. The net earnings of any prop¬ erty so acquired for the period preceding acquisition shall be ascertained and computed as if such property had been owned by the Company during such period. Section 6. No bonds shall be authenticated and delivered pursuant to the provisions of Section 4 of this Article II, unless and until there shall have been delivered to the Trustee the following instruments in addition to the instruments, if any, required to be furnished under the provisions of Sections 1 and 4 of this Article II: A. A copy of a resolution, duly adopted by the Board of Directors of the Company, certified under its corporate seal by its Secretary or an Assistant Secretary, requesting the authentication and delivery, pursuant to the provisions of Section 4 of this Article II, of a specified principal amount of bonds, of the series therein designated. B. A certificate (or several certificates) signed and verified by the President or a Vice-President, and by the Treasurer or an Assistant Treasurer of the Company, and by an engineer selected by the Company and acceptable to the Trustee, who may be in the employ of the Company, showing, as the case may be, in substance, as follows: (1) That, subsequent to January 1, 1922, and in addition to the property possessed by the Company on that date, and in addition to the property included in the certificate or certificates required to be filed by the Company under the provisions of sub¬ division (8) of Section 4 of Article II hereof, the Company has purchased or acquired new or additional permanent tangible prop¬ erties, or has made, constructed or acquired permanent tangible 97 extensions, improvements or additions of and to its plants, systems or property, as the case may be, subject to the lien of this Inden¬ ture, located within a radius of one hundred miles of the inter¬ section of what are now Broad and High Streets in the City of Columbus, Ohio; that the same, if electric light and power prop¬ erties, are physically connected by transmission or service lines with electric light and power properties subject to the lien hereof at the date of the execution and delivery of this Indenture, and if street railway properties, are physically connected by railway lines with street railway properties subject to the lien hereof at the date of the execution and delivery of this Indenture; that the same are used or to be used by the Company in the business of generating, manufacturing, distributing and/or supplying light, heat and/or power to the public by means of electricity, and/or in the business of furnishing street and/or interurban railway service to the public; a description thereof in reasonable detail; the actual cost thereof to the Company; whether such cost is in excess of the fair value thereof to the Company, and if so, the amount of such value; and that no part of the cost thereof or the expenditures made therefor, included in the certificate, were prop¬ erly chargeable to operating expenses or were for repairs, main¬ tenance, replacements or renewals, except to the extent permitted by subdivision (1) of Section 4 of this Article II. If the certificate includes any new or additional property comprising a public utility property, or a street railway property or a property subject to a mortgage securing bonds, as these terms are defined or used in Section 4 of this Article II, such property shall be separately described, the actual cost thereof to the Com¬ pany shall be separately stated, and if such cost is in excess of the fair value thereof to the Company, the fair value thereof shall likewise be separately stated. Until the Company shall have filed with the Trustee the cer¬ tificate or certificates of an engineer or engineers or other experts, See page 88 See page 87 98 See page 79. See page 103. See pages 151 and 154. See page 121. and the opinion or opinions of counsel, selected or approved by the Trustee, described and provided for in subdivision (e) of Section 1 of Article II hereof and setting forth the matters therein specified, and also so long as any of the bonds of 6% Series due 1911 are out¬ standing, the certificate shall in addition state whether or not there are included therein any electric light and power properties upon which any of the divisional railway mortgages are a lien; and if such properties are included they shall be separately described, the actual cash cost thereof to the Company shall be separately stated, and if such cost is in excess of the fair value thereof to the Company, the fair value thereof shall likewise be stated. (2) That no part of the new or additional properties or permanent extensions, improvements or additions described in the certificate consists of shares of stock, bonds or other securities, or franchises; that no part of the same has been acquired in ex¬ change or substitution for property released or disposed of free from the lien of this Indenture or of any underlying mortgage; that no part of the same has previously been made the basis for the withdrawal of cash under the provisions of this Indenture or of any underlying mortgage representing the proceeds of property released from the lien thereof or taken in eminent domain pro¬ ceedings or insurance moneys; and that no part of the same has been used in any certificate previously furnished to the Trustee under the provisions of this Section 6 or of Section 7 of this Article II or of Sections 4 and 5 of Article X hereof or of Sec¬ tion 16 of Article V hereof as the basis for the authentication of bonds, the release of property and/or the withdrawal and/or in lieu of cash in accordance with any of said sections. (3) Whether any new or additional property described in the certificate is at the time subject to a mortgage securing bonds, and if so, the total principal amount of such bonds; a brief descrip- 99 tion of such indebtedness and of the mortgage securing the same; the amount of such bonds, if any, to be deposited with the Trustee; the amount of bonds hereby secured to be reserved in respect thereof; and such other facts as will show that the cash cost or fair value of such property is computed in accordance with the provisions of sub-division (6) of Section 4 of this Article II, see page 90. and that the amount of such bonds is within the limitations in said sub-division (6) of Section 4 provided, and that the bonds hereby secured to be authenticated and delivered in respect of such property are within the limitations and provisions in said Section 4 provided. (4) Whether any public utility property is included in the certificate. (5) Whether any street railway properties or any extensions, improvements or additions to any street railway properties are included in the certificate, and whether or not any portions thereof are located outside of the territorial limits of the County of Franklin, Ohio. (6) That to the knowledge of the signers of the certificate the Company has good title to the new or additional properties or extensions, improvements or additions covered by the cer¬ tificate; that the same are subject to the direct lien of this Indenture and are not subject to any mortgage or other sim¬ ilar lien prior to the lien of this Indenture other than liens of underlying mortgages securing underlying securities in respect whereof bonds hereby secured have been or are then to be reserved hereunder; and that no part thereof is, within their knowledge, subject to any liens for labor or material or other similar liens, except undetermined liens or charges, if any, incidental to con¬ struction. (7) Whether the certificate includes any property located in whole or in part in a municipal division, as this term is herein- 100 See pages 151 and 154, See pages 77, 87 and 93. Independent engineer’s certificate. above defined, other than a municipal division in which the Com¬ pany at the date of this Indenture is supplying light, heat and/or power or street or interurban railway service to the public, as the case may be, and other than any such new municipal division men¬ tioned in any previous certificate furnished under this Section 6 or under the provisions of Sections 4 and 5 of Article X hereof, and if so, the name and location of such new municipal division; (8) That the Company is not, to the knowledge of the signers of the certificate, in default in the performance or observance of any of the terms or covenants of this Indenture. Every such certificate shall be dated and sworn to not more than ninety days prior to the application for the authentication of bonds, except that in case by reason of any limitation in Sections 1, 4 and/or 5 of this Article II contained, the Company shall not be entitled to the authentication and delivery of the total amount of bonds which it would otherwise be entitled to in respect of the new or additional properties or extensions, improvements or additions described in such certificate, the bonds, the authentication and delivery of which shall have been prevented by reason of any such limitation, may thereafter be authenticated and delivered, as and when any such limitation shall be removed, without furnishing to the Trustee a new or additional certificate as provided for in this sub-division B, in respect to said new or additional properties, extensions, improvements or additions so described in the certificate previously furnished hereunder to the Trustee, notwithstanding that such certificate or certificates so previously furnished may be dated and sworn to more than ninety days prior thereto ; provided, however, that all other conditions of this Indenture shall be complied with. C. In case a public utility property is mentioned and described in the foregoing certificate, a certificate signed by an independent engi¬ neer (who may be in the employ of the Company), appointed by the Trustee and approved by the Board of Directors of the Company, stating 101 the fail* value, in his opinion, of the physical property constituting and comprising such public utility property. D. A certificate signed by the President or a Vice-President and Net Earn¬ ings Cer- by the Treasurer or an Assistant Treasurer of the Company setting tiflcate - forth the amount of the net earnings of the Company, and if required the net earnings of the electric light and power properties of the Company, calculated in accordance with the provisions of Section 5 of see page 93. this Article II, for a period of twelve consecutive calendar months, therein specified, within the fifteen calendar months immediately pre¬ ceding the application for the authentication and delivery of bonds, and the aggregate principal amount of (1) all bonds hereby secured at the time outstanding, (2) those applied for, (3) all underlying securities, and (4) all other indebtedness at the time secured by mortgage or other similar lien upon the trust estate or any part thereof prior to the lien hereof, but only to the extent under (3) and (4) that the same have not been deposited, or are not at the time to be deposited, with the Trustee. The certificate shall state that such net earnings have been computed and ascertained in the manner provided in Section 5 of this Article II see page 93. and shall state separately the operating revenues, non-operating revenues, operating expenses and net earnings of the Company, or of its electric light and power properties, as the case may be, showing, for the period in ques¬ tion, the amounts included in operating expenses for current manite- nance, rentals, license charges, taxes and insurance, and shall state that the amounts included for current maintenance are not less than the amount required, if any, by any governmental authority having jurisdic¬ tion, the amounts included in operating exprenses for current mainte- greater or lesser percentage thereof as may be fixed, from time to time, in accordance with Section 16 of Article V hereof) of the gross operating see page 121. revenues of the Company, or of its electric light and power properties, as the case may be. The certificate shall also state that no more than ten per cent. (10%) in the aggregate of such net earnings of the Company has been derived from (1) any dividends or interest upon any shares of 102 Conveyances with opinion of counsel. Further opinion of counsel. stock, bonds or other securities owned by the Company and/or (2) in¬ come or earnings from properties leased to the Company and/or (3) income or earnings from properties not at the time subject to the direct lien of this Indenture or, in case the certificate also relates to the net earnings of the electric light and power properties of the Company, that no more than ten per cent (10%) in the aggregate of such net earnings, has been derived from (1) any dividends or interest upon any shares of stock, bonds or other securities owned by the Company and/or (2) income or earnings of any properties leased to the Company and/or (3) income or earnings from any properties not at the time subject to the direct lien of this Indenture. E. All such deeds, conveyances, transfers or instruments of fur¬ ther assurance as may be necessary for the purpose of effectually sub¬ jecting to the direct lien and operation of this Indenture, the properties, extensions, improvements or additions, in respect whereof bonds are to i be authenticated, together with an opinion of counsel selected by the Company and acceptable to the Trustee, who may be counsel for the Company, that the same are sufficient for the purpose, or the opinion of such counsel that no such deeds, conveyances, transfers or instruments are necessary. F. An opinion or opinions of one or more counsel selected by the Company and acceptable to the Trustee, who may be counsel for the Company, stating: (1) that the instruments to be furnished or pre- viously furnished the Trustee constitute sufficient authority to it to authenticate and deliver the bonds applied for, that the authentication and delivery thereof is in accordance with all of the conditions, restric¬ tions and limitations set forth in this Indenture with respect thereto, and that the purposes for which bonds are to be authenticated and deliv¬ ered are purposes for which bonds may be lawfully authenticated and delivered under this Indenture; (2) that the Company has acquired good title to any new or additional property, extensions, improvements or addi- 103 tions mentioned and described in the certificate provided for in sub¬ division B of this Section 6 and that the same are subject to the direct lien of this Indenture; (3) that the new or additional property, exten¬ sions, improvements or additions mentioned and described in said cer¬ tificate are free and clear of mortgages or other liens prior to the lien of this Indenture other than the liens of any underlying mortgages, in respect whereof bonds hereby secured have been, or are then to be, reserved hereunder, other than undetermined liens or charges, if any, incidental to construction, and other than liens for current taxes, if any, and that the same are free and clear of easements or other similar en¬ cumbrances except such as do not, in his or their opinion, impair the use thereof to the Company; (4) that the Company has lawful power to own and operate the same; and (5) that, if any new municipal division is men¬ tioned in the certificate provided for in subdivision B of this Section 6, the Company is the owner of a franchise or franchises subject to the lien of this Indenture and free from any lien prior thereto except under¬ lying mortgages and current taxes, lawfully entitling it to distribute and/or supply light, heat, and/or power to the public by means of electricity and/or to furnish street and/or interurban railway service to the public, as the case may be, in said new municipal subdivision, or that no franchise is necessary for that purpose. Section 7. Bonds secured by this Indenture may, from time to time, be executed by the Company and delivered to the Trustee, and, thereupon, the same shall be authenticated and delivered by the Trustee to the Company, or upon its written order, without further action on the part of the Company other than (1) compliance with the provisions of Sec¬ tions 1 and 5 of this Article II, in so far as applicable, (2) the delivery to the Trustee of a copy of a resolution duly adopted by the Board of Directors of the Company, certified under its corporate seal by its Secretary or an Assistant Secretary to have been so adopted, requesting the authentication and delivery of a specified principal amount of bonds pursuant to the provisions of See page 96. Issue of bonds against depos¬ ited cash. See pages 77 and 93. 104 See page 101. See page 87. See pages 96, 100 and 102. Refunding of bonds due or called for redemption. this Section, of the series therein specified, (3) the delivery to the Trus¬ tee of the certificate provided for in Subdivision D of Section 6 of this Article II, and (4) the deposit with the Trustee of cash equal to the aggregate principal amount of the bonds to be authenticated and deliv¬ ered, provided, however, that the aggregate amount of such cash on deposit-witli the Trustee under the provisions of this Section 7 shall not at any time exceed the sum of three million dollars, or, in case the amount of bonds outstanding hereunder shall at any time exceed \thirty million dollars, shall not at any time exceed a sum equal to ten per cent. ( 10 %) of the aggregate principal amount of such outstanding bonds. Any cash so deposited is elsewhere in this Indenture sometimes referred to as “deposited cash.” Whenever the Company shall thereafter be or become entitled to the authentication and delivery of bonds under the provisions of Section 4 of this Article II, the Trustee, without further action on the part of the Company other than the delivery to the Trustee of the certifi¬ cates and other instruments mentioned and provided for in sub divisions B, C (if required), E and F of Section 6 of this Article II (with such appropriate insertions, omissions and variations as are applicable to the payment of deposited cash), shall, from time to time, pay over to the Company, or upon its order, in lieu of each bond to the authentication and delivery of which the Company may then be so entitled, deposited cash to an amount equal to the aggregate principal amount of such bonds. Unless and until so paid by the Trustee to the Company, the Trustee shall hold any deposited cash as a part of the trust estate, and it shall allow and pay to the Company interest thereon at such rate as the Trustee and the Company may agree upon. The Trustee shall be under no duty to see to the application of any cash so paid to the Company. Section 8. Whenever all of the bonds of any series issued under this Indenture and then outstanding shall have become due, or will within twelve months mature, or shall have been called for redemp¬ tion, and the amount of cash necessary to pay the principal and interest (and premium, if any) thereof to maturity or date of 105 redemption, as the ease may be, shall have been deposited with the Trustee pursuant to any provision of this Indenture, the Company may then, or at any time thereafter, execute and deliver to the Trustee, and the Trustee shall thereupon authenticate and deliver to the Company or upon its written order, new bonds secured by this Indenture of a prin¬ cipal amount equal to the aggregate of the principal amount of the bonds in respect whereof such cash shall have been so deposited, without fur¬ ther action oil the part of the Company other than compliance with the provisions of Section 1 of this Article II, in so far as applicable, see page 77. the delivery to the Trustee of a resolution duly adopted by its Board of Directors, certified under its corporate seal by its Secretary or an Assist¬ ant Secretary to have been so adopted, requesting the authentication and delivery, pursuant to the provisions of this Section 8 of a specified prin¬ cipal amount of bonds, of the series therein specified. All cash paid to the Trustee under the provisions of this Section 8 shall be applied to the payment of the principal and interest (and premium if any) due with respect to the bonds issued under this Indenture which shall so have become due, or within twelve months will mature or have been called for redemption. Each and every new bond authenticated and delivered under the provisions of this Section 8, except as in this Indenture otherwise pro¬ vided, may be thereafter refunded or replaced in the manner in this Section provided. Section 9. Whenever the terms of anv Section of this Article II signature o« " orders or re- require an order or request from the Company to be delivered to the company. Trustee for the purpose of obtaining the authentication and delivery of bonds, or the payment of deposited cash, such order or request shall be sufficiently executed, if signed on behalf of the Company by its Presi¬ dent or a Vice-President and by its Treasurer or an Assistant Treasurer, or by such officer or officers as the Board of Directors of the Company may by resolution direct. 106 Trustee may rely on certain instruments. Directors may fix price for sale of bonds. Redemption of bonds. The instruments required or provided for by any provisions of this Article II to be delivered to the Trustee in respect to the authentication and delivery of bonds or the payment of deposited cash, shall be received by the Trustee as conclusive evidence of the accuracy of any statement therein contained pertaining to its right or duty to authenticate and deliver bonds or to pay deposited cash pursuant to the provisions of this Article II, and shall be full warrant, authority and protection to the Trustee, acting on the faith thereof, for the authentication and delivery by it of such bonds or the payment of such deposited cash; but the Trustee may, in its discretion, and if requested so to do in writing by the holders of not less than fifteen per cent. (15%) in principal amount of the bonds hereby secured at the time outstanding and if furnished with adequate security and indemnity against its costs and expenses, shall require such further reasonable evidence of the accuracy of the statements contained in any such instruments as to it may seem desirable. Section 10. Nothing in this Indenture contained shall limit the power of the Board of Directors of the Company to fix the xirice at which the bonds authenticated and delivered hereunder may be issued and sold, but any or all of said bonds may be sold and disposed of upon such terms and for such considerations as the Board of Directors of the Company may see fit, subject to any provisions of law in respect thereto. ARTICLE III. Redemption of Bonds. Section 1. In the creation of any series of bonds issued hereunder the Company may reserve the right to redeem and x>ay off, before matur¬ ity, all or any part, or only all, of the bonds of such series at such time or times, and from time to time, and on such terms as the Board of Directors of the Company may determine and as shall be appropriately expressed in the bonds of such series, subject, however, to the provisions 107 of Section 4 of Article I hereof with respect to bonds of 6% Series due 1941. In case the Company shall desire to exercise such right to redeem and to pay off all, or, as the case may be, any part of the bonds of a particular series, in accordance with the right reserved so to do, it shall publish in one daily newspaper of general circulation published in the Borough of Manhattan, City of New York, in one daily newspaper of general circulation published in the City of Chicago, and in one daily newspaper of general circulation published in such other city, if any, in which the principal of the bonds so to be redeemed is pay¬ able, at least once a week for eight successive calendar weeks, the first publication to be at least sixty (60) days before the date fixed for redemp¬ tion, a notice to the effect that the Company has elected to redeem and pay off all the bonds of such series or a part thereof, as the case may be, on a date therein designated, specifying in case of partial redemp¬ tion the distinctive numbers and serial designation of the bonds to be redeemed, and in every case stating that on said date there will become and be due and payable upon each bond so to be redeemed, at the office of the Trustee, the principal thereof together with the accrued interest to such date, with such premium, if any, as is specified in such bond, and that from and after such date interest thereon will cease to accrue. Similar notice shall be sent by the Company through the mails, postage prepaid, at least sixty (60) days prior to such redemption date, to the holders of all registered bonds so to be redeemed, to the addresses that shall appear upon the register thereof; provided, however, that in respect to any series, other than 6% Series due 1941, provision may be made by the Board of Directors of the Company at the time of the creation thereof, for the publication of such notice in other cities, or for more or less than once a week for eight successive weeks, or in more newspapers, or for a longer or shorter period than sixty days, and compliance shall be made with such provision in case bonds of such series shall be redeemed. In case the Company shall have elected to redeem and pay off less than all the out¬ standing bonds of any series it shall, in each such instance, at least ten See page 65. Method of redemption. 108 See page 149. days before the date upon which the first publication of the notice of redemption hereinbefore mentioned is required to be made, notify the Trustee in writing of its such election and of the aggregate principal amount of bonds of such series to be redeemed, and thereupon the Trustee shall draw by lot, in any manner by it deemed proper, from the dis tinctive numbers of the bonds of such series outstanding, the bonds to be redeemed, and shall within five days after receiving the notice aforesaid notify the Company in writing of the numbers of the bonds so drawn. On or before the redemption date specified in the notice above provided for, the Company shall deposit with the Trustee an amount of cash sufficient to effect the redemption of the bonds specified in such notice, or, as authorized by the provisions of Article X hereof, it may direct the Trustee to apply to such purpose, to the extent they are available, any moneys theretofore deposited with, or held by, the Trustee under the provisions of said Article, and from and after the date of redemption designated in such notice (such deposit having been made as aforesaid) no further interest shall accrue upon any of the bonds so to be redeemed; and anything in such bonds or in the coupons or in this Indenture to the contrary notwithstanding, any cou¬ pons for interest pertaining to any such bonds and maturing after such date shall become and be null and void. If any serial number shall be drawn by the Trustee at any aforesaid drawing which is endorsed upon any registered bond without coupons of a denomination greater than $1,000, such registered bond shall be presented, properly endorsed, for transfer at or after the time fixed for the payment of said bonds so drawn for redemption and such payment shall be made upon surrender of said bond so endorsed; and, at the option of the holder, coupon bonds or registered bonds without coupons (but only of authorized denominations) for the unredeemed balance, if any, of the principal sum of the registered bonds Avithout coupons so presented and surrendered, shall be executed by the Company and authen¬ ticated and delivered by the Trustee, without charge therefor. After the date fixed for such redemption, interest shall be payable only on the por- 109 tion of such registered bond not so called for redemption and only such portion shall continue to be entitled to the benefit of the lien of this In¬ denture, and the Company shall be under no further liability with respect to the portion thereof so called for redemption. Section 2. All bonds redeemed and paid under this Article III, together with the unmatured coupons thereto appertaining, shall forth¬ with be cancelled by the Trustee and the Trustee shall note on its records the fact of such cancellation, and shall deliver the bonds and coupons so cancelled to the Company upon its request in writing signed by its President or a Vice-President, and no bonds shall be issued in respect of or in lieu of the bonds so cancelled. Section 3. In case any question shall arise as to whether any notice of redemption referred to in Section 1 of this Article III shall have been sufficiently given, such question shall be decided by the Trustee, and the decision of the Trustee shall be final and binding upon all parties in interest. ARTICLE IV. Sinking Fund. Section 1. The term “sinking fund dates’’, as hereinafter in this Article used, shall mean the first days of June and December in each year commencing with June 1, 1922. The term “sinking fund price” as hereinafter in this Article used, shall mean the maximum price prevail¬ ing at which bonds of each series issued hereunder may be purchased with sinking fund moneys, as fixed and determined by the resolution of the Board of Directors of the Company authorizing each such series as provided in Section 5 of Article I hereof, or with respect to the 6 °/6 Series due 1941 as hereinafter in this Section provided, it being under¬ stood that bonds of some of the series issued hereunder, may in the dis¬ cretion of the Company not be entitled to the benefit of purchase with the sinking fund moneys as provided in this Article IV. Until the bonds Redeemed bonds to be cancelled by Trustee. Trustee’s decision as to notice of re¬ demption to be final. See page 106. Definition of sinking fund dates and sinking fund price. See page 67. 110 See page 65. Company covenants to maintain sinking fund and make payments to Trustee. See page 113. Certain bonds excluded in calculating amount out¬ standing. See page 106. Trustee may rely on cer¬ tificate of Treasurer or Assistant Treasurer of the Company. of 6% Series due 1941 become redeemable, the sinking fund price of the bonds of said series is 110% of the principal amount thereof and accrued interest, and thereafter is the prevailing redemption price of said series as specified in Section 4 of Article I hereof, and the bonds of said series are entitled to the benefit of purchase with sinking fund moneys. Section 2. The Company covenants and agrees to create and, so long as any of the bonds of the 6% Series due 1941 are outstanding, to maintain a sinking fund and to pay to the Trustee for the account of the sinking fund on or before June 1, 1922, and on or before all other sinking fund dates, in gold coin of the United States of America of the standard of weight and fineness as it existed on December 1st, 1921, a sum (except as provided in Section 4 of this Article IV) equal to two and one-half per cent. (2U>%) of the aggregate principal amount of all bonds of all series outstanding hereunder sixty days prior to such sinking fund dates, respectively, whether or not all of such bonds are entitled to the benefit of purchase with sinking fund moneys. In calculating the amount of bonds of all series outstanding here¬ under there shall be excluded: (1) All bonds for the redemption of which money is held by the Trustee as in Article III hereof provided; (2) All bonds, if any, held alive by the Trustee in any sinking fund provided for in any indenture supplemental hereto in respect of any series of bonds issued hereunder which is in addition to the sinking fund provided by this Article IV; and (3) All bonds issued hereunder which have been authenti¬ cated and delivered by the Trustee, but which shall not have been sold, pledged or otherwise disposed of by the Company and are held by it free from any right or interest of any person, firm or corporation. The Trustee shall be fully protected in any action taken by it under this Article IV in reliance upon a certificate of the Treasurer or an Ill Assistant Treasurer of the Company as to the bonds authenticated and delivered to the Company and not sold, pledged or otherwise disposed of and held by the Company free from any right or interest of any person, firm or corporation. There shall be added to such sinking fund all interest allowed by the Trustee on such sinking fund. Section 3. It shall be the duty of the Trustee to apply the amounts paid to the sinking fund to the purchase of bonds outstanding hereunder of all series which are entitled to the benefit of purchase with sinking fund moneys as hereinafter provided. The amount of each instalment of the sinking fund applicable to the purchase of each series of bonds entitled to the benefits thereof shall be in the ratio that the aggregate principal amount of each such series of bonds at the time outstanding hereunder bears to the aggregate principal amount of all bonds of all series entitled to the benefit of purchase with sinking fund moneys at the time outstanding hereunder; provided, however, that nothing contained in this Article IV shall affect or limit the right of the Company to prescribe the terms and conditions of the application of the moneys in any sinking, amortization, improvement or analogous fund hereafter created in excess of two and one-half per cent. ( 2 1 / 2 %.) of the aggregate principal amount of the bonds at any time outstanding hereunder, and to provide that any such fund so created, to the extent that it exceeds said two and one-half per cent. (2i/o%) may be applied solely to the benefit of any one or more or of all the series of bonds issued hereunder, all as may be determined and fixed by the Company in the resolution creating any series of bonds, as provided for in Section 5 of Article I of this Indenture. Before making any such purchase, the Trustee in the name of the Company shall, by notice published once in each week for four consecu¬ tive weeks immediately preceding each sinking fund date (the first publication to be not more than sixty days prior thereto), in three daily newspapers of general circulation, one published in each of the Cities of New York, New York, Chicago, Illinois, and Columbus, Ohio, advertise Interest added to sink ing fund. Trustee shall apply sinking fund to pur¬ chase of out¬ standing bonds. Company may prescribe con¬ ditions of application of moneys in sinking fund in excess of 2V 3 %of amount of outstanding bonds. See page 67. Trustee shall advertise for proposals to sell bonds for the sinking fund. 112 Acceptance of bids. Bonds held by the Company and excluded bonds not to be purchased. for sealed written proposals to sell to tlie Trustee bonds then outstanding hereunder of all series which are entitled to the benefit of purchase with sinking fund moneys, at prices not exceeding the sinking fund price of the bonds of each such series. Such advertisement shall state the amount of moneys which will be available for the purchase of bonds of each series specified therein and shall specify the last date on which such sealed written proposals will be received by the Trustee, which date shall not be later than twenty days prior to each sinking fund date. All such sealed written proposals shall be deemed to be offers to sell all or any part of the bonds' so offered, whether so expressed or not. The Trustee, to the extent of the funds then in its hands, applicable to the purchase of bonds of each series so entitled to purchase, shall purchase the bonds of such series so offered at the lowest price asked therefor not exceeding the sinking fund price thereof, and notice of acceptance shall be given by the Trustee to the owner or owners of the bonds whose proposals are accepted; which notice shall state the time for the delivery of said bonds for purchase, which shall be such sinking fund date, and also that none of such bonds will bear interest after such sinking fund date. Bonds held by the Company and bonds excluded in calculating the amount of bonds outstanding hereunder, as aforesaid, shall not be purchased with sinking fund moneys. Should there be two or more proposals at the same price aggregating more than the amount which the Trustee has applicable to purchase, after having accepted all proposals at a lower price or prices, such proposals shall, if possible, under their terms, be accepted pro rata, provided, however, that the Trustee shall have the right to reject any or all proposals, in whole or in part, if it has the opportunity, at the time of opening said proposals, to purchase the requisite amount of said bonds, or any part thereof, other than those excluded as aforesaid, at prices more advantageous than the prices offered by said proposals not exceed¬ ing the sinking fund price thereof. If in response to such advertisement no proposals to sell bonds at or below the respective sinking fund prices, shall be received by the Trustee on or before the last day when sealed written proposals may be received 113 bv the Trustee, or if such proposal or proposals shall not offer an amount of bonds sufficient to exhaust the funds then in its hands applicable to the purchase of any series, and if the Trustee at such times shall be unable after reasonable effort otherwise to purchase the requisite amount, of bonds of such series at or below the sinking fund price thereof, within sixty days after receipt by it of any such sinking fund moneys, the sinking fund moneys which are not applied to the purchase of bonds shall be applied by the Trustee to call and redeem bonds of the appropriate series as promptly as it may conveniently do so, at the redemption price prevailing with respect to such series, or if bonds of such series are not at the time redeemable, shall be held by the Trustee until the bonds of such series can be purchased and/or called and redeemed as aforesaid. If the trust estate shall be sold, either under the power of sale herein provided, or under decree of court in a suit for the foreclosure of this Indenture, then all moneys in the sinking fund shall be added to and dealt with as if they were part of the proceeds of such sale. Section 4. When the Company shall have filed with the Trustee the certificate or certificates of an engineer or engineers or other experts, and the opinion or opinions of counsel, selected or approved by the Trustee, described and provided for in subdivision (e) of Section 1 of Article II hereof, and setting forth the matters therein specified, the amount there¬ after required to be paid semi-annually to the sinking fund, as aforesaid, shall be reduced to one per cent. (1%) of the aggregate principal amount of all bonds of all series outstanding hereunder sixty days prior to such sinking fund dates, respectively, and wherever the words and/or figures “two and one-half per cent.” and “(2^%)” appear in this Article IV they shall from the date of filing of such certificates or opinions with the Trustee, read “one per cent.” and “(1%)” respectively. Section 5. All bonds together with the unmatured coupons thereto appertaining acquired by the Trustee under the provisions of this Article IV shall forthwith be cancelled and the Trustee shall note on its records the fact of such cancellation, and shall deliver the bonds and coupons Trustee to redeem bonds when unable to purchase bonds. Sinking fund to be dealt with as part of proceeds if trust estate is sold. See page 79. Payments to sinking fund reduced to 1% of outstand¬ ing bonds when certain certificates and opinions are filed. Bonds acquired by Trustee with sinking fund moneys must be cancelled and delivered to Company. 114 Directors may determine whether bonds other than 6% Series due 1941, are entitled to benefit of sinking fund. See page 109. Directors may provide differ¬ ent sinking fund price for bonds other than 6% Series due 1941. See page 67. Directors may provide additional sinking fund. To pay interest and principal. so cancelled to the Company npon its request in writing signed by its President or a Vice-President and no bonds shall be issued in respect of or in lieu of the bonds so cancelled. No bond shall bear interest after the sinking fund date upon which it becomes deliverable for purchase and all unmatured coupons appertaining thereto shall be and become null and void. V Section 6. The sinking fund provided for by this Article IV shall be for the benefit of all bonds from time to time outstanding under this Indenture of any series, including 6% Series due 1941, which, by the terms of the resolution of the Board of Directors of the Company author¬ izing the same, shall entitle the holders of said bonds to the benefit of purchase thereof with the sinking fund moneys mentioned in this Article IV. Except as provided above in Section 2 of tliisi Article IV, bonds of any series, may at the time of the creation thereof, be excluded as outstanding bonds for the purpose of calculation of any sinking fund payments. Any series of bonds authenticated and delivered hereunder may have a sinking fund price for the purchase thereof, other than and different from the sinking fund price for the purchase of the bonds of the 6% Series due 1941, and subject to the provisions with respect to 6 °/o Series due 1941, the Company may, as provided in Section 5 of Article I hereof, make provision with respect to any series, for the estab¬ lishment and application of any other or additional sinking, amortization, improvement or analogous fund, or may continue the provisions with respect to the 6% Series due 1941 so that they shall also apply during the life of sucli other series. If the Company shall make any such pro¬ vision it shall, if requested by the Trustee, execute an indenture supple¬ mental hereto, embodying the terms and conditions of such provision for the establishment and application of such other and additional fund. ARTICLE V. Covenants. Section 1. The Company covenants and agrees that it will promptly pay the interest on and principal of the bonds hereby secured at the dates 115 and places and in the manner specified in the bonds and the coupons thereto annexed, according to the true intent and meaning thereof. The principal of each bond shall be payable only upon the presentation and surrender of the bond, which shall be cancelled forthwith upon the payment thereof. The interest on coupon bonds shall be payable only on the presentation and surrender of the several coupons for such interest as they respectively mature and such coupons shall be cancelled forth¬ with upon the payment thereof. Section 2. The Company covenants and agrees that at all times, until the payment of the principal and interest of the bonds hereby secured, it will maintain an office or agency in the Borough of Manhattan, City of New York, where notices, requests and demands in respect of the bonds and coupons or under this Indenture may be served, and where the principal and interest of the bonds issued hereunder shall be payable, and will, in writing, notify the Trustee of such office or agency. In default of any such office or agency, or such notification thereof, such notices, requests and demands may be served, and such principal and interest shall be payable, at the office of the Trustee in the City of Chicago, Illinois. Section 3. The Company covenants and agrees that it is lawfully seized and possessed of the trust estate, free and clear of liens or incum¬ brances, except as aforesaid, and excepting current taxes; that it has good right and lawful authority to sell, convey, mortgage and pledge the trust estate; and that it will warrant and defend unto the Trustee, its successors and assigns, for the benefit of the holders for the time being of the bonds issued hereunder, the trust estate and the lien and interest of the Trustee thereon and therein under this Indenture, against all claims and demands of any persons whomsoever; provided, however, that noth¬ ing in this Indenture contained shall prevent the Company from hereafter acquiring any property subject to an existing mortgage or other incum¬ brance thereon and holding the same subject to such mortgage or other incumbrance. To maintain office or agency in New York. Seisin, pos¬ session, free¬ dom from liens, etc. 116 Further assurances. To record and file Indenture and supple¬ mental in¬ dentures. See page 149. To maintain corporate existence, preserve franchises, comply with laws. Section 4. The Company covenants and agrees that it will hereafter, from time to time, whenever reasonably requested by the Trustee, make, do, execute, acknowledge and deliver, or cause to be made, done, executed, acknowledged and delivered, any and all such further and other acts, deeds, conveyances, transfers and assurances as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether now or hereafter owned or acquired by the Company, or to facilitate the execution of this trust or to secure the rights and remedies of the Trustee and of the holders of the bonds hereby secured. Section 5. The Company covenants and agrees that it will cause this Indenture and every additional instrument which shall be executed pur¬ suant to the provisions hereof, to be recorded, registered and/or filed and to be re-recorded, re-registered and/or re-filed both as a mortgage of real estate and of personal property, in such manner, in such places and at such times, as may be required by law and as may be necessary to pre¬ serve and protect the security of the bonds, the lien hereof on the trust estate, and the rights and remedies of the Trustee and of the bond¬ holders; and that it will furnish satisfactory evidence thereof to the Trustee. Section 6. The Company covenants and agrees that, except as in Article X hereof otherwise permitted, at its own cost and expense, it will do or will cause to be done all things necessary to preserve, extend and renew its corporate existence and right to carry on business, and to preserve and to keep in full force and effect, all its rights, franchises and privileges, and shall and will diligently preserve all rights, fran¬ chises and privileges to it granted and on it conferred by law or other¬ wise, and will take all practicable means to procure extensions or renewals of all franchises under which its electric light and power prop¬ erties and/or its street railway properties are operated, which may expire prior to the date of the maturity of any of the bonds issued hereunder, 117 and will comply with the laws of the State of Ohio and of the United States of America, and with all lawful orders, rules and regulations of any public utilities commission or other governmental body or authority having jurisdiction in the premises, provided however, that nothing herein contained shall require the Company to comply with any such laws, orders, rules or regulations, so long as the validity thereof shall be by it in good faith contested, unless thereby, in the opinion of the Trustee the trust estate or some part thereof will be lost, forfeited or materially en¬ dangered. Section 7. The Company covenants and agrees that it will punc¬ tually and promptly pa}^ the principal of and interest on each and every underlying security not at the time deposited hereunder, as and when the same shall become due and payable as in said security and the mortgage or other instrument securing the same expressed and will not extend the time of payment of any of said principal and interest; that it will punctually and promptly keep, observe and perform each and every covenant, agreement and condition contained in each and every such mortgage or other instrument and in the underlying securities thereby secured and not at the time deposited hereunder, on the part of the mortgagor to be kept and performed; and that no default shall be made or shall occur upon or in respect to any underlying security not at the time deposited hereunder or under or in respect to the mortgage or other instrument securing the same, whereby the right might arise to enforce by foreclosure or otherwise the mortgage or other instrument securing the same. Section 8. The Company covenants and agrees that it will not create or suffer to be created or to accrue, any lien or charge of equal rank with or having priority to or preference over the lien of this Inden¬ ture upon the trust estate or any part thereof, or upon the income and profits thereof, except any mortgage or other lien on any property here¬ after acquired by the Company which may exist at the date of the Covenants with respect to underlying securities and mortgages. To preserve lien and pre¬ vent equal or prior liens and charges. 118 To pay taxes. To keep prop erty insured. acquisition of such property by the Company; and that it will not do or omit to do, or suffer to be done or omitted to be done, any matter or thing whatsoever whereby the lien of this Indenture or the priority of such lien or the indebtedness hereby secured, might or could be lost or impaired; and that, within three months of the accrual thereof, it will pay or cause to be paid, or will make adequate provision for the satisfaction and discharge of, all lawful claims and demands for labor, materials, supplies or other objects which, if unpaid, might by law be given precedence to or an equality with this Indenture as a lien or charge upon the trust estate or any part thereof or the income and profits thereof; provided, however, that nothing in this Indenture shall require the Company to pay, discharge or make provision for any such lien, charge, claim or demand so long as the validity thereof shall be by it in good faith contested, unless thereby, in the opinion of the Trustee, the trust estate or some part thereof will be lost, forfeited or materially endangered. Section 9. That it will pay all taxes and assessments lawfully levied or assessed upon the trust estate, or upon any part thereof or upon any income therefrom, or upon the interest of the Trustee therein, when the same shall become due, and will duly observe and conform to all covenants, terms and conditions upon or under which any of the trust estate is held; provided, however, that nothing in this Indenture shall require the Company to pay, discharge or make provision for any such tax or assessment, so long as the validity thereof shall be by it in good faith contested, unless thereby, in the opinion of the Trustee, the trust estate or some part thereof will be lost, forfeited or materially endangered. Section 10. The Company covenants and agrees that it will at all times insure and keep insured against destruction or damage by fire, and/or boiler explosion, for the reasonable insurable value thereof, in some solvent insurance company or companies, that part of the trust 119 estate which is of an insurable nature and of a character customarily so insured by other companies operating like properties. Unless other¬ wise required by the provisions of any mortgage or other instrument constituting a lien prior to this Indenture upon any part of the trust estate, all policies for such insurance shall be so drawn as to make any losses thereunder payable to the Trustee as its interest may appear, and, if requested by the Trustee, the same shall be deposited with the Trustee. The proceeds of any insurance which shall be received by the Trustee shall be paid or applied by the Trustee as provided in Section 5 of Article X. In case of any loss covered by any policy of insurance, any appraise¬ ment or adjustment of such loss and settlement and payment of indemnity therefor which shall be approved in writing by some person appointed by the Company and approved by the Trustee, may be consented to and accepted by the Trustee. The Trustee shall in no way be liable or responsible for the collection of any insurance in case of any loss nor for consenting to or accepting any such appraisement, adjustment, set¬ tlement or payment of indemnity. Section 11. The Company covenants and agrees that it will, at any and all times, upon the written request of the Trustee, (a) permit the Trustee by its agents, engineers, accountants and attorneys to examine and inspect the plants, property, books of account, records, reports and other papers of the Company, and to take copies and extracts therefrom, and will afford and procure a reasonable opportunity to make any such examination and inspection; (b) furnish to the Trustee, not oftener than once in each calendar year, a statement of the earnings and expenses of the Company, with the principal divisions thereof, com- piled in accordance with the system of accounting in use by the Company, for and during a period of twelve consecutive calendar months within the fifteen calendar months next preceding such request, and a detailed and true balance sheet showing accurately the financial con¬ dition of the company and of any subsidiary corporation, as of the close See page 154. To permit examination by Trustee, to furnish reports and other in¬ formation. 120 of such twelve months period; and (c) furnish to the Trustee any and all such other information which the Trustee may request, so that it may keep itself informed as to the performance and observance by the Company of the terms, covenants and agreements in this Indenture con¬ tained to be kept, observed and performed by the Company; provided however, that the Trustee shall be under no duty to require the Com¬ pany to furnish any such balance sheet, statement or information, unless requested so to do by the holders of ten per cent. (10%) in principal amount of the bonds hereby secured then outstanding, and that it shall not make any such examination unless requested so to do by the holders ; of twenty-five per cent. (25%) in principal amount of the bonds hereby secured then outstanding. Trustee may make pay¬ ments if Company defaults. Section 12. Upon default of the Company so to do, the Trustee may, in its discretion, and if requested in writing by the holders of twenty- five per cent. (25%) in principal amount of the bonds hereby secured then outstanding and provided with the amount of cash necessary there¬ for, shall, make any payment which the Company by any of the provi¬ sions of this Article agrees to make, and the Company covenants and agrees that it will forthwith repay to the Trustee all moneys which the Trustee shall so pay, and will pay interest thereon from the date of such payment by the Trustee until the repayment thereof, at the rate of six per cent. (6%) per annum, and if any moneys so paid by the Trustee shall have been furnished to the Trustee by any of the bondholders, the Trustee shall, out of any amount repaid to it by the Company or recovered out of the trust estate on account of such advance or pay¬ ment, make ratable payment to the bondholders who shall have pro¬ vided such moneys, or upon their order; but no such payment shall be deemed to relieve the Company from any default hereunder. Not to issue bonds con¬ trary to provisions of this Indenture or law. Section 13. The Company covenants and agrees that it will not issue, negotiate, sell or dispose of any of the bonds hereby secured in any manner contrary to the provisions of this Indenture and of any law 121 applicable thereto. Neither the Trustee nor any purchaser or holder of any bonds shall be under any obligation to see to the application thereof or of the proceeds thereof. Section 14. The Company covenants and agrees that in case it shall hereafter create any mortgage upon its property or any part thereof, such mortgage shall be. and shall be therein expressed to be, subject to the prior lien of this Indenture for the security of all bonds hereby secured then outstanding and of all bonds which may thereafter be authenticated and delivered hereunder, as in this Indenture provided and permitted. Section 15. The Company covenants and agrees that it will duly and punctually keep, observe and perform each and every term, covenant and condition on its part to be kept, observed and performed contained in any and every indenture supplemental hereto which may be executed and delivered by the Company to the Trustee as provided or permitted by this Indenture. Section 16. (A) The Company covenants and agrees that it will at all times maintain, preserve and keep its plants, systems, buildings, fixtures, machinery and appliances and every part thereof with the appurtenances and every part and parcel thereof, in thorough repair, working order and condition, and will, from time to time, make all need¬ ful and proper expenditures for maintenance, repairs, renewals and replacements, so that at all times the value of the security for the bonds issued hereunder and the efficiency of the plants and properties of the Company shall be fully preserved and maintained; that it will appro¬ priate and/or expend (including the amount hereinafter required to be expended for current maintenance) in each year out of gross operating revenues for such year for maintenance and/or depreciation of all of its properties, a sum at least equal to the aggregate of twelve and one-half per cent. (12^,%) of the gross operating revenues for such year of its electric light and power properties and eighteen per cent. (18%') of the gross operating revenues for such year of its street railway proper- Subsequent mortgages to be expressly subject to prior lien of this Indenture. To perform covenants in supplemental indentures. To maintain property ; minimum per¬ centages of gross operat¬ ing revenues to be ex¬ pended for maintenance and/or depre¬ ciation. 122 See page 123. See page 93. Percentages t be readjusted at 5-year intervals. ties, respectively; and that it will actually expend in each year out of gross operating revenues for such year for current maintenance of its electric light and power properties and/or its street railway properties, a sum at least equal to the aggregate of seven per cent. (7%) of the gross operating revenues for such year of its electric light and power proper¬ ties and seven per cent. (7%) of the gross operating revenues for such year of its street railway properties, respectively, or, in case it has not made such expenditure, that it will make the payment of cash required by sub-division (B) hereof or, in lieu thereof, will file the certificate required by sub-division (C) hereof. The percentages specified in this Section 16 and the percentages of gross operating revenues of the Company or of its electric light and power properties required by Section 5 of Article II hereof to be included in operating expenses, and any other percentages fixed in lieu thereof as hereinafter provided, shall be subject to readjust¬ ment at five-year intervals by agreement between the Company and the Trustee, or, in case they are unable to agree, by arbitration as herein¬ after provided, and other percentages may be fixed, which the Company agrees shall be effective and binding upon it during the succeeding period of five calendar years. The readjustment of any such percentage may be initiated by the Company or the Trustee during the fifth year of any such five-year period. It shall be the duty of the Trustee to initiate the read¬ justment of any such percentage upon being requested in writing by the holders of ten per cent. (10%) of the principal amount of the bonds then outstanding hereunder. The report and opinion of an engineer*, appointed by the Trustee to advise it in respect of any such readjust¬ ment, shall be full warrant, authority and protection for any action taken or omitted by the Trustee in reliance thereon. In case the Company and the Trustee are unable to agree upon the readjustment of any such per¬ centage within the first nine months of such fifth year of any five-year period the question in dispute shall be submitted to arbitration as here¬ inafter provided. 123 (B) The Company covenants and agrees that it will file with the Trustee not later than March 1 of each year, commencing March 1, 1923, a certificate signed and verified by the Treasurer or one of the Assistant Treasurers of the Company, showing (a) the aggregate of the sums required, as aforesaid, to be appropriated and/or expended by it in the preceding calendar year from the gross operating revenues of such year of its electric light and power properties and of its street railway properties, respectively, for maintenance and/or depreciation of all of its properties, and that the sums so required have been so appro¬ priated and/or expended; (b) the aggregate of the sums required, as aforesaid, to be actually expended by it in the preceding calendar year from the gross operating revenues of such year of its electric light and power properties and of its street railway properties, respectively, for current maintenance of such properties; and (c) the aggregate of the sums which have actually been expended by it in the preceding calendar year from the gross operating revenues of such year of its electric light and power properties and of its street railway properties, respectively, for current maintenance of such properties. If the certificate required by this sub-division (B) shall show that the aggregate of the sums specified in (b) thereof as required to be actually expended for current maintenance is greater than the aggregate of the sums specified in (c) thereof as having actually been expended for cur¬ rent maintenance, the Company covenants and agrees that it will pay in cash to the Trustee, concurrently with the filing of said certificate, a sum equal to the amount by which (b) exceeds (c), as aforesaid. (C) In lieu of paying cash to the Trustee, as aforesaid, under the provisions of subdivision (B), and to the extent of the actual cash cost to the Company of the property included therein, the Company may file with the Trustee on March 1 of any year, a certificate signed and verified by the Treasurer or an Assistant Treasurer of the Company showing that, during the calendar year preceding the date of filing of such certificate, it has purchased or acquired new or additional permanent tangible prop- To file cer¬ tificate of ex¬ penditures and/or ap¬ propriations for mainte¬ nance and/or depreciation. Cash to be paid to Trus¬ tee in certain cases. Certificate of acquisition of additional property in lieu of cash payment. 124 See page 92. See page 87. Reserve for maintenance ; when payable to Company. erty (other than hot water property) or has made, constructed or acquired permanent tangible extensions, improvements or additions of and to the plants, systems or property of the Company (other than its hot water properties), subject to the lien of this Indenture, in addition to any property included in any certificate filed with the Trustee pur¬ suant to the provisions of subdivision (8) of Section 4 of Article II hereof or in any other certificate filed under this Section 16, which have not been made the basis for the authentication and delivery of bonds under Section 4 of Article II hereof, or of the withdrawal of cash held by the Trustee under any provision of this Indenture, and stating the actual cash cost thereof to the Company. Any cash paid to the Trustee under the provisions of this Section 16 shall be credited by the Trustee to an account to be known as the “Reserve for Maintenance” and shall be paid to the Company by the Trustee, from time to time, (1) to reimburse the Company whenever the Company shall file with the Trustee a certificate signed and verified by the Treasurer or an Assistant Treasurer of the Company showing that, during any calendar year within the five (5) calendar years preceding the date of the filing of such certificate it has expended cash to the amount therein stated from the gross operating revenues of its electric light and power properties and/or of its street railway properties for current maintenance of its electric light and power properties and/or its street railway properties, in excess of the amounts required to have been ex¬ pended, as aforesaid, for such year; or (2) to reimburse the Company for the actual cash cost of the property included therein, whenever the Com¬ pany shall file with the Trustee a certificate signed and verified by the Treasurer or an Assistant Treasurer of the Company, showing that it has purchased or acquired new or additional permanent tangible property (other than hot water property), or has made, constructed or acquired permanent tangible extensions, improvements or additions of and to the plants, systems or property of the Company, (other than its hot water properties), subject to the lien of this Indenture, in addition to any property included in any certificate filed with the Trustee pursuant 125 to the provisions of subdivision (8) of Section 4 of Article II hereof or in any other certificate filed under this Section 16, which have not been made the basis for the authentication and delivery of bonds under Section 4 of Article II hereof, or of the withdrawal of cash held by the Trustee under any provision of this Indenture, and stating the actual cash cost thereof to the Company. (D) Any property included in any certificate furnished to the Trus¬ tee under the provisions of this Section 16, shall not be used as the basis for the authentication and delivery of bonds under any provision of this Indenture, or as the basis for the withdrawal of cash under any provision of this Indenture, except as provided in this Section 16. So long as any money shall remain to the credit of the Reserve for Maintenance, the Trustee shall allow, and pay to the Company, interest thereon at such rate as may be agreed upon, from time to time, by the Company and the Trustee. In case the trust estate shall be sold, either under the power of sale herein provided, or under a decree of court in a suit for foreclosure of this Indenture, any funds then in the Reserve for Maintenance shall be added to and dealt with as if they were part of the proceeds of sale. (E) In case the Company and the Trustee are unable to agree upon the readjustment of any of the percentages specified in Subdivision (A) of this Section 16, including the percentage of gross operating revenues of the Company or of its electric light and power properties required by Section 5 of Article II hereof to be included in operating expenses, the question in dispute shall be submitted to the arbitra¬ tion of three disinterested and competent persons selected in the follow¬ ing manner: either the Company or the Trustee shall in writing name its representative upon the board of arbitration and notify the other party. It shall be the duty of the Trustee so to do upon being requested in writing by the holders of ten per cent. (10%) in principal amount of the ♦ bonds then outstanding hereunder. Within ten days after the receipt of See page 92. See page 87. Property included in certificate may not be further used as basis for bonds or with drawal of cash. Interest allowed on reserve for maintenance. In case of sale reserve for mainte¬ nance added to proceeds. See page 121. See page 93. Arbitration of percentage of gross operating revenues or readjustments thereof. 126 such notice the other party (that is to say, the Company or the Trustee, as the case may be) shall name its representative and give written notice of such selection to the other party, failure to do which shall entitle the other party to name such second arbitrator. The two thus selected shall within ten days after the appointment of the one last named select a third arbitrator, but if the two said arbitrators are unable within said ten days to agree upon such third arbitrator then upon the application of either party, the person who is the District Judge of the United States for the Federal District and Division within which the City of Columbus is located, senior in service, shall have the power to appoint such third arbitrator, five days’ notice of the application to said District Judge being given to the other party by the party applying. Before making a final appoint¬ ment pursuant to any such application the said person making such appointment shall give three days’ notice to each party, of the person or persons considered by him, and either party may within said three days present objections to any person or persons under consideration. When such third arbitrator shall have been appointed, a majority of the board of arbitration shall have power to decide the questions submitted to it, and in so doing may consider any facts whatsoever deemed by them to be pertinent. The decision of a majority of the board of arbitration shall be final. Any vacancy in the board of arbitration shall be filled in the manner of the original appointment of the arbitrator whose place shall have become vacant. Whenever the appointment of a board of arbitra¬ tion has been made as hereinbefore provided, the questions submitted for decision shall be decided within thirty days from the date of the appointment of the third arbitrator unless the board of arbitration unan¬ imously agrees to an extension, and should said question not be deter¬ mined within said thirty days, and no such extensions of time be made, then either party may apply to the person who is senior Judge of the District Court aforesaid for the removal of the third arbitrator, and the appointment of a third arbitrator in the place of the one removed, and such third arbitrator shall be appointed as hereinbefore provided for the original appointment of such third arbitrator. In the event of 127 the disqualification or refusal to act of the person who is Judge of said District Court of the United States senior in service, as hereinbefore provided, any person who is a judge of Circuit Court of Appeals of the United States for said district shall on request as hereinbefore provided have power to appoint or remove and appoint such third arbitrator as is hereinbefore provided. All of the expenses of such arbitration shall be paid by the Company. Section 17. The Company covenants and agrees that, except for the purpose of paying dividends accrued and accumulated on its Pre¬ ferred Stock, Series A and on its Preferred Stock, Series B, to the first dividend date or dates of such stocks, respectively, in the year 1922, no cash dividends shall be declared or paid on any of its capital stock of any class except from surplus earnings of the trust estate earned subsequent to January 1, 1922, after providing from such surplus earnings for all operating expenses, including sinking fund payments required by Article IV hereof and all fixed charges, and after appropriating and/or expend¬ ing from such surplus earnings, the amount required to be appropriated and/or expended for maintenance and/or depreciation by Section 1G of this Article V. ARTICLE VI. Remedies. Section 1. No coupon belonging to any bond hereby secured, which in any way before, at or after maturity shall have been transferred or pledged separate and apart from the bond to which it relates, shall, unless accompanied by such bond, be entitled, in case of default here¬ under, to any benefit of or from this Indenture, except after the prior payment in full of the principal of all bonds issued hereunder and of all coupons not so transferred or pledged. No purchase or sale of coupons nor any advance or loan thereon, made by or on behalf of or at the request of or with the privity of the Company, and no redemption of coupons or any of them by any guarantor of the payment of same, shall Restrictions upon divi¬ dends which may be de¬ clared or paid by the Com¬ pany. See page 109. See page 121. Extended coupons. 128 Events of default defined and enumerated. See page 109. be taken or shall operate as keeping sncli coupons alive or in force as a lien upon the trust estate or under this Indenture as against the holders of the bonds or of the remaining coupons. In case the time for the payment of any coupon hereby secured shall be extended, whether or not such extension be by or with the consent of the Company, such coupon so extended shall not be entitled in case of default hereunder to the benefit or security of this Indenture, except subject to the prior pay¬ ment in full of the principal of all bonds hereby secured and then out¬ standing and of all coupons, the time for the payment of which shall not have been extended. Section 2. In case any one or more of the following events—else¬ where in this Indenture sometimes termed “events of default’’—shall happen, that is to say: (a) Default shall be made in the due and punctual payment of any installment of interest on any of the bonds hereby secured or in any payment required under the provisions of Article IV hereof when and as the same shall become due and payable as therein and herein expressed, and such default shall continue for a period of sixty (60) days; (b) Default shall be made in the due and punctual payment of the principal of any of the bonds hereby secured when and as the same shall become due and payable as therein and herein expressed or by declaration or otherwise as herein provided; (c) Default shall be made in the due and punctual payment of any interest on any of the underlying securities not deposited witli the Trustee hereunder when and as the same shall become due and payable as therein and in the underlying mortgage secur¬ ing the same expressed, and such default shall continue for a period of thirty (30) days; ( d ) Default shall be made in the due and punctual payment of the principal of any of the underlying securities not deposited 129 with the Trustee hereunder when and as the same shall become due and payable, either at the maturity thereof or by declaration or otherwise, under the provisions thereof and of the underlying mortgage securing the same; (e) Default shall be made in the performance or observance of any other of the covenants, agreements or conditions on the part of the Company to be kept, observed and performed in this Inden¬ ture or in any indenture supplemental hereto, or by the mortgagor in any underlying mortgage, or in the bonds hereby or thereby secured, contained, and such default shall continue for a period of sixty (60) days after written notice shall have been given to the Company by the Trustee or the holders of twenty-five per cent. (25%) in principal amount of the bonds hereby secured at the time outstanding, specifying sucli default and requiring the same to be remedied; (/) The Company shall become insolvent or be adjudicated a bankrupt, or an order, judgment or decree shall be entered by any court of competent jurisdiction appointing a receiver of the Company or of the whole or any part of the trust estate, either upon the application of the Company or with its consent or in any other manner, and such receiver shall not be removed or discharged within sixty (60) days from the date of the qualification of such receiver; then and in each and every such case the Trustee may, and upon the request in writing of the holders of twenty-five per cent. (25%) in prin¬ cipal amount of the bonds hereby secured at the time outstanding, shall, by notice in writing delivered to the Company, declare the principal of all bonds hereby secured and then outstanding, together with all accrued and unpaid interest thereon, if not already due, to be due and payable immediately; and upon any such declaration the same shall become and be due and payable immediately, anything in this Indenture or in any of the bonds contained to the contrary notwithstanding. This provision, Declaration that principal is due. 130 Rescission of declaration. Rights of Trustee on happening of events of default. Entry. however, is subject to the condition that if, at any time after the prin¬ cipal of said bonds, together with accrued and unpaid interest thereon, shall have been so declared due and payable, and before any sale of the trust estate shall have been made, all arrears of interest upon all such bonds, with interest upon all overdue installments of interest at the same rates respectively as were borne by the bonds of which installments of interest may be overdue, together with the reasonable charges and expenses of the Trustee, its agents, attorneys and counsel, shall either be paid by the Company or be collected and paid out of the trust estate, and all other defaults, if any, which shall have occurred, shall have been remedied or secured to the reasonable satisfaction of the Trustee—then and in every such case the holders of a majority in principal amount of the bonds hereby secured then outstanding, by notice in writing deliv¬ ered to the Company and to the Trustee, may waive such default and its consequences and rescind such declaration; but no such waiver or rescission shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon. Section 3. In case any one or more of the events of default enume¬ rated in Section 2 of this Article VI shall happen and shall be continuing, then and in each and every such case the Trustee, personally or by its attorneys or agents, I. May enter into and upon and take possession of all the trust estate and each and every part thereof and exclude the Company, its successors or assigns, its or their agents, servants and employees wholly therefrom, and have, hold, use, operate, manage and control the same and each and every part thereof and, in the name of the Company or otherwise as it shall deem best, conduct the business thereof and exercise the franchises pertaining thereto and all the rights and powers of the Company, and use all of the then existing property and assets for that purpose, and at the expense of the trust estate, from time to time, main¬ tain, restore, insure and keep insured the properties, plants, equipment and apparatus provided or required for use in connection with such 131 business, and likewise, from time to time, at the expense of the trust estate, make all such necessary or proper repairs, renewals and replace¬ ments, and all such useful alterations, additions and improvements as to it may seem judicious, and collect and receive all tolls, earn¬ ings, income, rents, issues, profits and revenues of the same and of every part thereof, and after deducting therefrom the expenses of opera¬ tion and all expenses incurred hereunder and all other proper outlays herein authorized, and all payments which may be made for taxes, assessments, insurance and prior and other proper charges upon the trust estate or any part thereof, including any and all payments required by any underlying mortgage or underlying securities, whether of prin¬ cipal or interest or otherwise, as well as just and reasonable compensa¬ tion for its own services and for the services of such attorneys, agents and assistants as it may in the exercise of its discretion employ for any of the purposes aforesaid, the Trustee shall apply the rest and residue of the moneys received by it as follows: (a) In case the principal of any of the bonds hereby secured shall not have become due, to the payment of the interest in default, in order of the maturity of the installments of such interest, with interest on the overdue installments thereof at the same rates, respectively, as were borne by the bonds on which such interest shall be in default; such payments to be made ratably to the persons or parties entitled thereto, without dis¬ crimination or preference; subject, however, to the provisions of Section 1 of this Article VI; and next (if the principal of said bonds is not due) to the discharge of any overdue payments to the Sinking Fund. (b) In case the principal of any of the bonds hereby secured shall have become due, by declaration or otherwise, first to the payment of accrued interest in the order of the maturity of the installments thereof with interest on the overdue installments thereof at the same rates, respectively, as were borne by the Application of income of trust estate. See page 127. 132 See page 127. Restoration of trust estate to Company. Sale of trust estate. bonds on which such interest shall be in default, and next to the payment of the principal of all bonds then due, hereby secured; such payments to be made ratably to the person or parties entitled thereto without discrimination or preference, subject, however, to the provisions of Section 1 of this Article VI. In case all of such payments and payment of whatever may be payable for any other purpose required by any provision of this Inden¬ ture, or of any underlying mortgage, shall have been made in full and no suit to foreclose or enforce this Indenture or any underlying mort¬ gage, shall have been begun or sale made as hereinafter or therein provided, and upon compliance with all other provisions of this Inden¬ ture and of any underlying mortgage as to which the Company shall be in default, the Trustee, after making such provision as to it may seem advisable for the payment of the next semi-annual instalment of interest to fall due upon the bonds, shall restore the possession of the trust estate (except any securities or moneys required by any provision of this Indenture other than of this Article VI to be held by the Trustee here¬ under), to the Company or whosoever shall be entitled hereto; the same right of entry, however, to exist upon any subsequent default. II. May sell, subject to the then prior liens, if any, existing thereon, or free from such of said liens as it, in its discretion, may elect to discharge, all the trust estate (and the entire right, title, interest, claim and demand therein and thereto and the right of redemption thereof) as an entirety, or in such parcels or lots as the holders of a majority in principal amount of the bonds outstanding hereunder shall in writing request, or in the absence of such request, as the Trustee may determine, at public auction, at some convenient place in the City of Columbus, Ohio, or such other place as may be required by law, having first given notice of such sale by publication in at least one news¬ paper of general circulation published and circulating in the City of Columbus, Ohio, at least once a week for four weeks next preceding such 133 sale, by like publication in at least one daily newspaper of general circula¬ tion published and circulating in the City of Chicago, Illinois, and by like publication in at least one daily newspaper of general circula¬ tion published and circulating in the Borough of Manhattan, City of New York, and any other notice which may be required by law, and upon such sale to make and deliver to the purchaser or purchasers a good and sufficient deed or deeds, or bill or bills of sale, for the same, which sale shall be a perpetual bar, both at law and in equity, against the Company, and all persons and corporations lawfully claiming or to claim by, through or under it. III. May without previous demand upon the Company, sell any of the underlying securities held by it, at public sale, either as an entirety or in one or more lots, and upon any such sale, the Trustee shall have the right to assign, transfer and deliver said securities to the pur¬ chaser. The Trustee shall give, as hereinafter in this Subdivision III specified, written notice to the Company of its intention to make any such sale. Such notice shall state the time and place fixed for such sale. Any such sale shall be a perpetual bar, both at law and in equity, against the Company and all persons and corporations lawfully claiming or to claim by, through or under it. Notice of any sale under this Subdivision III, in addition to any other notice required by law, shall be mailed at least fifteen days before the date of sale, in the City of Chicago or the City of New York, in a postpaid wrapper, addressed to the Company at Columbus, Ohio, or at such other address as the Company may have given to the Trustee in writing for the purpose and a copy thereof shall be published in at least one newspaper of general circulation published and circulating in the City of Columbus, Ohio, once each day for ten days prior to the date fixed for such sale. The Trustee shall not, however, be obliged to make any sale pursuant to such notices. At any such sale the Trustee or any of the holders of bonds issued hereunder, or its or their agents or assigns, may bid for and purchase the securities sold, or any part thereof, and upon Sale of collateral. Notice of sale. 134 Application of proceeds of sale. See page 131. Proceedings at law or in equity. compliance with the terms of sale may hold, retain and dispose of the securities purchased without further accountability. The proceeds of any sale under the provisions of this Subdivision III shall be applied first, to the payment of all costs and expenses of such sale, including reasonable compensation to the Trustee, its agents and attor¬ neys, and of all other sums payable to the Trustee hereunder, by reason of any expenses or liabilities incurred or advances made in connection with the management or administration of the trusts hereby created, and second, the balance thereof shall be applied in the manner specified in paragraphs (a) and (b) of Subdivision I hereof, and third, the balance thereof shall be paid to the Company and by it held subject to the order of The Public Utilities Commission of Ohio, or its lawful successor. The rights vested in the Trustee under the provisions of this Sub¬ division III are in addition to any other rights vested in it and may be exercised by the Trustee either prior to, concurrently with or subsequent to the taking of any other action permitted to be taken by the Trustee under any other provision of this Indenture. IV. May proceed to protect and enforce its rights and the rights of the bondholders under this Indenture by appropriate judicial pro¬ ceedings, by suit or suits at law or in equity whether for the specific performance of any covenant or agreement contained herein, or in aid of the exercise of any power herein granted or to enforce payment of the bonds then outstanding hereunder and to foreclose this mortgage and to sell the trust estate under the judgment or decree of a court of com¬ petent jurisdiction; or for the enforcement of any other appropriate legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its duties or its or their rights hereunder; and it shall be obligatory upon the Trustee to take action, either by such proceedings or by the exercise of its powers with respect to entry or sale, as it may determine, upon being requested so to do by the holders of at least twenty-five per cent. (25%) in principal amount of the bonds then outstanding hereunder and upon being indern- 135 nified as hereinafter provided. No bondholder or bondholders shall bo entitled to take any such proceedings except in case of refusal or neglect of the Trustee to act after such continued breach and such request and tender of indemnity as aforesaid. No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the bondholders), is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute, and may be exercised by the Trustee either prior to, concurrently with or subsequent to the taking of any other action permitted to be taken by the Trustee under any other provision of this Indenture or at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default continuing as aforesaid, shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient. Section 4. In case the Trustee shall proceed by suit or suits at law or in equity after default as above provided, the Trustee shall be entitled to have the trust estate sold by judicial sale under the order, judgment or decree of a court or courts of competent jurisdiction, for or toward the satisfaction of the principal and interest then due or owing on the bonds hereby secured then outstanding, and for the enforcement of the rights, liens and securities of the Trustee and the bondholders, and shall be V . * i i 4 entitled pending any such suit or proceedings, as a matter of right, to the appointment of a receiver of all the franchises and properties and of the rents, earnings, revenues, issues, profits and income of the Company, with such powers as the court making such appointment may confer, whether the trust estate shall or shall not be adequate and sufficient to pay and satisfy the bonds then outstanding; but notwithstanding the appointment of any receiver, the Trustee shall be entitled to continue to retain possession and control of any securities and cash delivered or paid Remedies not exclusive. Delay or omission not to be waiver. Judicial sale. Appointment of receiver. 136 Sale in one parcel or in several parcels. See page 132. Adjournment of sale. Receipt for purchase money. to the Trustee or of which it shall have taken possession under this Indenture. Section 5. In the event of any sale made under the power of sale granted and conferred in subdivision II of Section 3 of this Article VI, or by virtue of judicial proceedings, the whole of the trust estate, including securities held by the Trustee, shall be sold in one parcel as an entirety, unless such sale as an entirety, in the judg¬ ment of the Trustee, shall be impracticable by reason of some statute or other cause, or unless the holders of a majority in principal amount of the bonds hereby secured then outstanding, shall in writing request the Trustee to cause the trust estate to be sold in parcels, in which case the sale shall be made in such parcels and in such order as may be specified in such request, but, if not so specified, as the Trustee in its discretion shall deem most expedient in the interest of the bond¬ holders. The Company, for itself, its successors and assigns, and for all persons and corporations hereafter claiming through or under it or them or who may at any time hereafter become holders of liens junior to the lien of this Indenture, hereby expressly waives and releases all right to have the trust estate or any part thereof marshalled upon any foreclosure, sale or other enforcement hereof, and the Trustee, or any court in which the foreclosure of this Indenture or the administration of the trusts hereby created is sought, shall have the right as aforesaid to sell the entire trust estate as a whole in a single parcel. Section 6. The Trustee may adjourn from time to time any sale to be made by it under any provision of this Indenture, by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and without further notice or publication (unless otherwise required by law), it may make such sale at the time and place to which the same may he adjourned. Section 7. The receipt or receipts of the Trustee for the purchase money paid at any such sale, shall be a sufficient discharge therefor to 137 any purchaser of the property or any part thereof sold as aforesaid; and no such purchaser, or his. representatives, grantees or assigns, after pay¬ ing such purchase money and receiving such receipt, shall be bound to see to the application of such purchase money upon or for any trust or purpose of this Indenture, or in any manner whatsoever be answerable for any loss, misapplication or non-application of any such purchase money or any part thereof, or be bound to inquire as to the authorization, necessity, expediency or regularity of any such sale. Section 8. Upon any sale of the trust estate as aforesaid, any Purchaser may use purchaser, for the purpose of making settlement or payment for the property purchased, shall be entitled to use and apply any bonds hereby secured and then outstanding, and any matured and unpaid interest coupons appertaining thereto, by presenting the same so that there may be credited, as paid thereon, the sums payable out of the net proceeds of such sale to the holders of such bonds and coupons as his ratable share of such net proceeds, after allowing for the proportion of the total purchase price required to be paid in cash for the cost and expenses of the sale, compensation and other charges; and thereupon such purchaser shall be credited on account of such purchase price payable by him, with the portion of such net proceeds that shall be applicable to the payment of, and that shall have been credited upon the bonds and coupons so presented; and at any such sale any bondholder or the Trustee may bid for and purchase such property, and make payment on account thereof as aforesaid, and upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor. The provisions of this section are subject to the provisions of Section 1 of this Article VI. see page 127. Section 9. Upon the completion of any sale or sales under or by Conveyance x A " to purchasei virtue of this Indenture, the Trustee shall execute and deliver to the pur- atan y sa,e - chaser a good and sufficient deed or other instruments conveying, assign¬ ing and transferring the property sold. The Trustee and its successors 138 Entire inter¬ est of Com¬ pany to be divested by sale. Application of proceeds of sale. See page 133. are hereby irrevocably appointed the true and lawful attorneys of the Company, in its name and stead, to make all necessary conveyances, assignments and transfers of property thus sold; and for that purpose it and they may execute all necessary deeds and instruments of assign¬ ment and transfer, and may substitute one or more persons with like power; the Company hereby ratifying and confirming all that its said attorneys, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, the Company, if so requested by the Trustee, shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary, or in the judgment of the Trustee proper, for the purpose and as may be designated in such request. Section 10. Any such sale or sales made under or by virtue of this Indenture, whether under any power of sale herein granted and conferred or by virtue of judicial proceedings, shall operate to divest all right, title, interest, claim and demand whatsoever, either at law or in equity, of the Company, in and to the premises and property sold, and shall be a per¬ petual bar both at law and in equity, against the Company, its successors and assigns, and against any and all persons claiming or to claim the premises or property sold or any part thereof from, through or under the Company or its successors or assigns. Section 11. Subject to the provisions of subdivision III of Section 3 of Article VI hereof, the purchase money, proceeds and avails of any sale, whether made under any power of sale herein granted or pursuant to judicial proceedings, together with any other sums which then may be held by the Trustee under any of the provisions of this Indenture as part of the trust estate or the proceeds thereof or otherwise, shall be applied as follows: First. To the payment of the costs and expenses of such sale, including a reasonable compensation to the Trustee, its agents, attorneys and counsel, and of all necessary or proper expenses, 139 liabilities and advances made or incurred by the Trustee under this Indenture, and to the payment of all taxes, assessments or liens superior to the lien of this Indenture, except any taxes, assessments or other superior liens subject to which such sale shall have been made. Second. To the payment of the whole amount then owing or unpaid upon the bonds hereby secured and then outstanding for principal and interest, with interest on overdue principal and over¬ due installments of interest at the same rates, respectively, as were borne by the respective bonds whereof the principal or install¬ ments of interest may be overdue, and, in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid upon the bonds, then to the payment of such principal and interest, without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, or of any series over any other series, ratably to the aggregate of such principal and the accrued and unpaid interest, subject, however, to the provisions of Sec¬ tion 1 of this Article VI. Such payments shall be made on the date fixed therefor by the Trustee, upon presentation of the several bonds, and coupons and stamping thereon the amount paid if such bonds and coupons be only partly paid, and upon surrender and cancellation thereof if fully paid. Third. To the payment of the surplus, if any, to the Company, its successors or assigns, or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. Section 12. In case of any sale, whether made under any power of sale herein granted or pursuant to judicial proceedings, or in case of any sale in foreclosure of any underlying mortgage, the principal of all the bonds hereby secured, if not previously due, immediately thereupon See page 127. Sale matures principal of bonds. 140 Company covenants on default to pay principal and interest to Trustee. See page 139. Right of Trustee to secure judgment therefor. shall become due and payable, anything in said bonds or in this Inden¬ ture contained to the contrary notwithstanding. Section 13. The Company covenants that (1) in case default shall be made in the payment of any interest on any bond or bonds at any time outstanding and secured by this Indenture and such default shall continue for a period of sixty (60) days; or (2) in case default shall be made in the payment of the principal of any such bonds when the same shall have become payable, whether at the maturity of said bonds, or by a declaration as authorized by this Indenture, or upon a sale as set forth in Section 12 of this Article VI,—then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the bonds and coupons hereby secured and then outstanding, the whole amount then due and payable on all such bonds and coupons then out¬ standing, for interest or principal, or both, as the case may be, with interest upon the overdue principal and the overdue installments of inter¬ est at the same rates, respectively, as were borne by the respective bonds whereof the principal or installments of interest shall be overdue; and, in case the Company shall fail to pay the same forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled to recover judgment against the Company for the whole amount so due and unpaid. The Trustee shall be entitled to recover judgment as aforesaid, either before or after or during the pendency of any proceedings for the enforce¬ ment of the lien of this Indenture, and the right of the Trustee to recover such judgment shall not be affected by any entry or sale here¬ under, or by the exercise of any other right, power or remedy for the enforcement of the provisions of this Indenture or the foreclosure of the lien thereof, and in the case of a sale of the trust estate, and of the application of the proceeds of sale to the payment of the indebtedness hereby secured, the Trustee, in its own name and as trustee of an express trust, shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid upon any and all of the bonds and cou- 141 pons hereby secured then outstanding, for the benefit of the holders thereof, and shall be entitled to recover judgment for any portion of the indebtedness remaining unpaid, with interest, as aforesaid. No recovery of any such judgment by the Trustee, and no levy of any execu¬ tion upon any such judgment upon the trust estate or any part thereof, or upon any other property, shall in any manner or to any extent affect the lien of this Indenture upon the trust estate or any part thereof, or any rights, powers or remedies of the Trustee hereunder, or any lien, rights, powers or remedies of the holders of the bonds hereby secured, but such lien, rights, powers and remedies shall continue unimpaired as before. Any moneys collected by the Trustee under this Section 13 shall be applied by the Trustee towards payment of the amounts then due and unpaid upon such bonds and coupons in respect whereof such moneys shall have been collected, ratably and without any preference or priority of any kind (except as provided in Section 1 of this Article VI), accord¬ ing to the amounts due and payable upon such bonds and coupons, respectively, at the date fixed by the Trustee for the distribution of such moneys, upon presentation of the several bonds and coupons and stamping such payment thereon, if partly paid, and upon surrender and cancellation thereof, if fully paid. Section 14. The Company will not at any time insist upon or plead, or in any manner whatever claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force; nor will it claim, take or insist on any benefit or advantage from any law now or at any time hereafter in force providing for the valuation or appraise¬ ment of the trust estate or any part thereof, prior to any sale or sales thereof to be made pursuant to any provisions herein contained or to the decree, judgment or order of any court of competent jurisdiction; nor after any such sale or sales will it claim or exercise any right under or conferred by any statute enacted by the United States or by any State or territory, or otherwise, to redeem the property sold or any Application of moneys collected by Trustee. See page 127. Waiver of stay, exten¬ sion, valua¬ tion, appraise¬ ment and redemption laws. 142 Majority of bondholders may direct proceedings. Duty of Trus¬ tee to act to protect and enforce its rights and the rights of the bond¬ holders. part thereof; and it hereby expressly waives and relinquishes all benefit and advantage of any and all such stay, extension, valuation, appraise¬ ment and redemption law or laws; and it hereby covenants that it will not hinder, delay or impede the execution of any power herein granted and delegated to the Trustee, but that it will suffer and permit the execution of every such power as though no such law or laws had been .made or enacted. Section 15. Anything in this Indenture to the contrary notwith¬ standing, the holders of a majority in principal amount of the bonds then outstanding hereunder shall have the right, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken for any sale of the trust estate, or for the foreclosure of this Indenture, or for the appointment of a receiver, or any other proceedings hereunder; provided that such di¬ rection shall not be otherwise than in accordance with the provisions of law or of this Indenture. Section 16. Upon the written request of the holders of twenty-five per cent. (25%) in principal amount of the bonds hereby secured and then outstanding, in case one or more of the events of default shall happen and shall be continuing, it shall be the duty of the Trustee, upon being indem¬ nified as hereinafter provided, to take all steps needful for the protection and enforcement of its rights and the rights of the holders of the bonds hereby secured and to exercise any powers of entry or sale herein con¬ ferred, or both, or to take appropriate judicial proceedings by action, suit or otherwise, as the Trustee, being advised by counsel, shall deem most expedient in the interest of the holders of the bonds hereby secured; but, anything in this Indenture to the contrary notwithstanding the holders of a majority in principal amount of the bonds hereby secured then outstanding, from time to time, shall have the right to direct and control the action of the Trustee in any proceedings under this Article VI. 143 Section 17. No holder of any bond or coupon hereby secured shall have the right to institute any suit, action or proceeding in equity or at law for the foreclosure of this Indenture, or for the execution of any trust or power hereof, or for the appointment of a receiver, or for the enforcement of any other remedy under or upon this Indenture, unless such holder previously shall have given to the Trustee written notice of some existing default and of the continuance thereof, as hereinbefore provided; nor unless, also, the holders of twenty-five per cent, in prin¬ cipal amount of the bonds hereby secured at the time outstanding shall have requested the Trustee in writing, after the right to exercise such powers, or right of action, as the case may be, shall have accrued, and shall have afforded to it a reasonable opportunity, either to proceed to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name; nor, unless, also, such holder or holders shall have offered to the Trustee adequate security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared, in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture and to any action or cause of action for fore¬ closure or for the appointment of a receiver, or for any other remedy hereunder; it being understood and intended that no one or more holders of bonds or coupons hereby secured shall have any right in any manner whatever hereunder or under the bonds or coupons by his or their action to affect, disturb or prejudice the lien of this Indenture or to enforce any right hereunder, except in the manner herein provided, and that all proceedings hereunder, at law or in equity, shall be instituted, had and maintained in the manner herein provided and for the ratable benefit of all holders of such outstanding bonds and coupons. Nothing herein contained shall, however, affect or impair the right of any bondholder, which is absolute and unconditional, to enforce the payment of the principal and interest of his bonds at and after the maturity thereof, Bondholders cannot avail of certain remedies un¬ less Trustee refuses or neglects to act. Absolute right of bond¬ holders to enforce pay¬ ment of prin¬ cipal and interest. 144 Rights not affected by discontinu¬ ance or abandonment of proceed¬ ings. Remedies not restricted to any particular property. Trustee may enforce remedies without possession of bonds or coupons. or the obligation of the Company, which is also absolute and uncondi¬ tional, to pay the principal and interest of each of the bonds issued here¬ under to the respective holders thereof at the time and place in said bonds expressed. Section IS. In case the Trustee shall have proceeded to enforce any right under this Indenture by foreclosure, entry or otherwise and such proceedings shall have been discontinued or abandoned because of any waiver as in this Article provided or for any other reason, or shall have been determined adversely to the Trustee, then and in every such case, the Company and the Trustee shall severally and respectively be restored to their former positions and rights hereunder in respect to the trust estate, and all rights, remedies and powers of the Trustee shall continue as though no such proceedings had been taken. Section 19. Nothing in this Indenture contained, or otherwise, shall be construed as requiring the Trustee or the bondholders to resort to any particular property mortgaged or pledged hereunder, or to pursue any particular remedy for the purpose of procuring the satisfaction of the indebtedness hereby secured, but the Trustee and the bondholders may resort to all or any part of the trust estate or enforce all or any of the rights herein provided or which may be given by statute, law or equity or otherwise, in the absolute discretion of the Trustee or the bondholders, as the case may be. Section 20. All rights of action under this Indenture, or under any of the bonds outstanding hereunder, enforcible by the Trustee, may be enforced by the Trustee without the possession of any of such bonds or the coupons thereunto belonging, or the production thereof on the trial or other proceedings relative thereto, and any such suit or proceedings instituted by the Trustee, shall be brought in its own name for the ratable benefit of the holders of said bonds and coupons, subject to the provisions of this Indenture. 145 ARTICLE VII. Concerning the Bondholders. Any demand, request or other instrument required by this Indenture to be signed and executed by bondholders, may be in any number of concurrent writings of similar tenor, and may be signed or executed by such bondholders in person or by agent duly appointed in writing. Proof of the execution of any such demand, request or other instrument, or of the writing appointing any such agent, and of the ownership by any person of bonds hereby secured, shall be sufficient for any purpose of this Indenture, and shall be conclusive in favor of the Trustee and of the Company with regard to due action by the Trustee taken under such demand, request or other instrument, if made in the following manner: The fact and date of the execution by any person of any such demand, request or other instrument may be proved by the certificate of any notary public or other officer authorized to take acknowledgment of deeds to be recorded in the State of Ohio, that the person signing such demand, request or other instrument acknowledged before him the execu¬ tion thereof; or by a written affidavit before any such notary public or other officer by a witness of such execution. The fact of the holding by any person of bonds transferable by delivery and the amounts, serial designations and distinctive numbers of such bonds, and the date of his holding the same, may be proved by a certificate executed by any trust company, bank, bankers or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, setting forth that on the date therein men¬ tioned such person had on deposit with such depositary the bonds described in such certificate. For all purposes of this Indenture and of any proceedings for the enforcement thereof, such person shall be deemed to continue the holder of such bonds until the Trustee shall have received notice in writing to Execution o£ requests ; proof of ownership. 146 the contrary. In the absence of such certificate, the bond or bonds of such person must be deposited with the Trustee, if so required by it, pending such action as the Trustee may take hereunder. The ownership of registered bonds shall be proved by the registers of such bonds. ARTICLE VIII. Immunities of Officers, Directors and Stockholders. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any bond or coupon hereby secured, or because of the creation of any indebtedness hereby secured, shall be had against any incorporator, or against any past, present or future stock¬ holder, officer or director, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, by the enforcement of any assessment or penalty, or for the recovery of amounts unpaid on stock subscriptions, or by any legal or equitable proceeding by virtue of any constitution, statute or law or otherwise; it being expressly agreed and understood that this Indenture and the obligations hereby secured, are solely corporate obligations and that no personal liability whatever, under any circumstances or conditions, shall attach to or be incurred by the incorporators, stockholders, officers or directors of the Company or of any predecessor or successor corporation, or any of them, because of the incurring of the indebtedness hereby authorized, or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the bonds or coupons hereby secured, or implied therefrom; and that any and all personal liability of every name and nature, and any and all rights and claims against every such incorporator, stockholder, officer or director, whether arising at common law or in equity, or created by statute or constitution, are hereby expressly released and waived by the Trustee and by each of the bondholders, as a condition of, and as part of the consideration for, the execution of this Indenture and the issue of the bonds and coupons secured hereby. 147 ARTICLE IX. Concerning Securities Held by the Trustee. Section 1. Unless and until one or more of tlie events of default specified in Section 2 of Article VI shall occur and shall be continuing: See page 128. (a) The Trustee shall not (except with the consent of the until an event of Company or as otherwise authorized by this Indenture), whether occur, 1 'com- 1 at or before or after the maturity thereof, collect or be entitled to con«*prin- cipal of or enforce the collection of, the principal or interest of any bonds or judged °e- curitics other obligations or indebtedness deposited and pledged under this Indenture, and shall not enforce any provisions of the mortgages, trust deeds or other instruments under which such bonds or other obligations were issued or by which the same may be secured; but the Company shall be entitled to receive all interest paid in respect of any such bonds or obligations or indebtedness; except that in case default shall be made in the performance or observance of the covenants contained in Section 7 of Article V hereof in respect of seepage 117. any issue of underlying securities or the mortgage or other instru¬ ment securing the same and such default shall be continuing, then and thereupon the Trustee shall be entitled to payment of the principal, when due and payable, of all of the uncancelled under¬ lying securities of that issue then so held by the Trustee, and of all interest thereon maturing on or subsequent to the date upon which default shall be made, and payment thereof may be enforced, ratably and equally with all of the other underlying securities of such issue not deposited with the Trustee; and the Trustee may demand and enforce payment of all sums due, whether for interest or principal, and may take such other action as shall in its judg¬ ment be desirable or necessary to avail of the security created for such underlying securities by the mortgage or other instrument securing the same; but all interest maturing upon any such deposited underlying securities prior to any such default shall be deemed to have been paid and satisfied. 148 See page 128. Right of Trus tee in case of default. Company is entitled only to income from current operations. See page 154. (b) The Trustee, upon the request of the Company, from time to time, shall deliver to the Company, except as provided in sub¬ division (a) of this Section, any coupons for such interest then in its possession, and suitable assignments and orders for the payment to the Company of all such interest, and shall pay over to the Company any such interest which may be collected or received by the Trustee; and the Company shall have the right to collect (but not by any proceeding which the Trustee shall deem prejudicial to the trusts hereunder) any such coupons or interest. In case an event of default, as defined in Section 2 of Article VI hereof, shall occur and shall be continuing, the Trustee may thereupon demand and enforce payment of all sums due, whether for interest or principal, and may take such action as shall, in its judgment, be desirable or necessary to avail of the security created, for all securities then held by the Trustee, by the mortgages or other instruments securing the same. The Company shall not be entitled to receive, and the Trustee shall not pay over to the Company or deliver to the Company any coupons, assignments or orders for the payment of (a) the principal of any bond or obligation or indebtedness subject to this Indenture, or (b) any inter¬ est which shall have been collected or paid otherwise than out of rents, revenues, income or proceeds of current operations. Any monies to which the Company shall not be entitled under the provisions of this Article IX shall be paid to and received by the Trustee, and be by it held, paid out or applied under the provisions of Section 5 of Article X hereof. The Trustee shall be entitled to assume, without any investigation on its part, until notified to the contrary by the holders of at least fifteen per cent. (15%) in principal amount of the bonds hereby secured at the time outstanding, that all interest received by it is paid out of rents, revenues, income or proceeds of current operations. The Company shall not sell, assign or transfer any coupons or right to interest delivered or assigned to it hereunder, except in such manner 149 that the same shall remain at all times subject to this Indenture, and until actually paid, released or discharged every such coupon or right to interest shall remain subject to the lien of this Indenture. As and when any of the underlying securities at the time held by the Relemption of underlying Trustee, shall be called by lot for redemption, out of any sinking fund securities, created for such purpose or otherwise, the Trustee shall, upon receipt of the redemption price thereof, surrender the same to the trustee under the mortgage or other instrument securing the same. All moneys so received by the Trustee shall be held by the Trustee and paid out, from time to time, in accordance with the provisions of Sectiou 5 of Article X See page 154. hereof. Any such underlying securities so surrendered shall be redeliv¬ ered by the Company to the Trustee hereunder, cancelled or uncancelled, as and when the same are received by the Company, and no additional bonds hereby secured shall be authenticated and delivered in respect thereof under any provision of this Indenture. ARTICLE X. Concerning the Trust Estate. Section 1. The Company, while not in default hereunder, shall be while not suffered and permitted to retain actual possession of the trust estate ° e °iUn a pos™ ay (other than securities and cash at the time held by the Trustee under trust estate, this Indenture), and to manage, operate and use the same and every part thereof, with the rights and franchises appertaining thereto, and to collect, receive, take, use and enjoy the tolls, earnings, income, rents, issues and profits thereof, with power in the ordinary course and con¬ duct of business to use and consume supplies and deal with contracts and choses in action; and to alter, repair, replace, change the location or position of and add to its plants, buildings, structures, systems, machinery and other fixtures, equipment and appurtenances. The Company, while not in default hereunder, from time to time company may . . make changes may abandon, terminate, release or make changes or alterations in, or in leases, substitutions of, any leases, grants, agreements or contracts, or any frail- 150 May sell worn-out equipment, supplies, etc. Conditions of surrender or modification of any electric light and power or street rail¬ way franchise. chise under which it operates any of its hot water properties, at any time subject to this Indenture, but nothing in this Section contained shall be construed as giving to the Company power to make any leases of or to grant rights upon or in respect to the trust estate or to enter into any contract affecting the same except subject to the prior lien of this Indenture; provided, however, that the Company shall not abandon, terminate, release or make changes or alterations in or substitutions of any leases, grants, agreements or contracts which will impair the sub¬ stantial integrity or efficiency of its plants and systems. Section 2. The Company while not in default hereunder shall have full power, from time to time, in its discretion, without any action by or notice to the Trustee, to sell, exchange or otherwise dispose of, free from the lien hereof (a) any of its equipment, machinery, fixtures, apparatus, appliances, tools, implements or other chattels at any time subject to the lien hereof, which may have become worn out or unserviceable, dis¬ used, undesirable or unnecessary for use in the conduct of its business, replacing the same by other property of equal value to the Company, which shall forthwith become, without further action, subject to the lien of this Indenture and ( b ) any materials, merchandise and supplies in the ordinary course and conduct of its business; and no purchaser thereof shall be bound to inquire into any question of fact or law affect¬ ing the right of the Company to sell, exchange or otherwise dispose of the same free from the lien of this Indenture and without any release from, action by or notice to, the Trustee. Section 3. The Company may at any time and from time to time, with the consent of the Trustee, surrender or assent to or procure a modification of any franchise under which it operates any of its electric light and power properties or any of its street railway properties, which it may now or hereafter hold, or under which it may now or hereafter operate, and the Trustee shall give such consent upon the receipt of an opinion of counsel selected by the 151 Company and acceptable to the Trustee, who may be counsel for the Company, (a) in the event of any such surrender, that the Company has received in exchange a new franchise, or has the right under some other franchise, then subject to the lien of this Indenture and free from any lien prior thereto (except underlying mortgages and current taxes), authorizing it to do the same or an extended business in the same or an extended territory during the same or an extended period of time, or that such franchise is no longer necessary for the operations of the Company, or (5) in the event of any such modification, that the franchise as modified authorizes the continuance of the same or an extended business in the same or an extended territory during the same or an extended period of time, or that the franchise, as modified, will be sufficient for the operations of the Company. The Trustee may in its dis¬ cretion give such consent without receiving such opinion in any case when such surrender or modification will, in the opinion of the Company, to be signified by an appropriate resolution of its Board of Directors, be advantageous to it, and in the opinion of the Trustee, not injurious to the bondholders. Section 4. The Company may at any time and from time to time sell or exchange, free from the lien and operation of this Indenture, any other property or premises constituting part of the trust estate (except underlying securities) upon the terms and conditions and subject to the restrictions in this Section contained, and the Trustee shall release the same from the lien and operation of this Indenture, upon the receipt of: A. A copy of a resolution duly adopted by vote of a majority of all the Board of Directors of the Company, certified under its corporate seal by its Secretary or Assistant-Secretary, authorizing the sale or exchange of the property or premises to be released and requesting the release thereof free from the lien and operation hereof. B. A certificate (or certificates) signed by the President or a Vice- President of the Company, and by its Treasurer or an Assistant Treasurer, Conditions of sale or exchange of other property. Resolution of Directors authorizing sale or ex¬ change. Certificate of officers. 152 See page 87. Certificate of engineer or other expert. stating that the Company has sold or exchanged the property or premises to he released, or has contracted so to do; and setting forth a brief description of the same; the amount or value of the consideration to be received therefor, which may be either property or cash or part property and part cash or part obligations secured by purchase money lien upon the premises to be released; that the amount or value of the consideration is not less than the fair and reasonable value to the Company of the property or premises to be released ; a description and the fair and reason¬ able value to the Company of the property, if any, to be received as consideration in whole or in part; and that any such property so to be received as consideration in whole or in part, is property of the character in respect whereof bonds may be authenticated and delivered under the provisions of Section 4 of Article II hereof; and, that the substantial integrity and efficiency of the plants and the systems of the Company will not be impaired by such release or that the property or premises to be released are no longer necessary or advantageous in the business of the Company, or that the sale or disposition thereof has become necessary, expedient or advisable for reasons therein set forth. If the amount or value of the consideration is less than the fair and reasonable value to the Company of the property or premises to be released, the certificate shall so state, and in such case the difference shall be paid in money to the Trustee or to the trustee or mortgagee of a lien prior to this Indenture on the property so to be released. C. A certificate signed by an engineer or other expert (who may be in the employ of the Company) selected or appointed by the Company and acceptable to the Trustee, stating the fair and reasonable value to the Company of the property or premises (briefly describing the same) to be released, and if the consideration to the Company consists of prop¬ erty, in whole or in part, the fair and reasonable value to the Company of such property. This certificate shall not be required, if the amount or value of the consideration to the Company, as specified in the certificate provided for in the preceding Clause B, shall be less than $10,000. 153 D. In case the consideration to the Company consists of property when the consideration in whole or in part—the instruments provided for in Clauses B, C, E consists of and F of Section 6 of Article II hereof, with such omissions, variations bl ;' Gpage06 - and insertions as may be appropriate. The instruments provided for in Clauses B and C of said Section 6 shall not be required, if the amount or value of the consideration to the Company, as specified in the certificate provided for in the preceding Clause B of this Section 4 of Article X shall be less than $10,000. E. An opinion or opinions of one or more counsel selected by the opinion of counsel. Company and acceptable to the Trustee, who may be counsel for the Company, stating that the instruments to be furnished the Trustee con¬ stitute sufficient authority to it to execute and deliver the release applied for and that any obligations included in the consideration to the Com¬ pany mentioned in the certificate provided for in clause B of this Sec¬ tion 4 are valid obligations, secured by a valid purchase money lien upon the premises to be released. F. Unless some other disposition be required by some lien prior to this Indenture on the property to be released, the cash consideration of any such sale or other disposition, and any purchase money obligation forming part of such consideration shall be paid or delivered to the Trustee. Should any part of the trust estate be taken by the exercise of the power of eminent domain, or should any governmental body at any time exercise any power which it may have to purchase any part of the trust estate, the Trustee may release the property so taken or purchased and shall be fully protected in so doing upon being furnished with an opinion of counsel selected by the Company and acceptable to the Trustee, who may be counsel for the Company, to the effect that such property has been taken by exercise of the power of eminent domain or purchased by a governmental body in the exercise of a power which it had to purchase the same; and unless some other disposition be required by some lien Consideration to be paid or delivered to Trustee. Trustee may release prop¬ erty taken by eminent domain. 154 Purchaser not bound to inquire into authority of Trustee or see to appli¬ cation of consideration. Application of money received by Trustee. See page 106. See page 87. prior to this Indenture on the property so to be released, all moneys received as compensation for any part of the trust estate so taken or purchased shall be paid to the Trustee. In no event shall any purchaser or purchasers of any property or premises sold, exchanged or disposed of under any provision of this Article X, be bound to inquire into the authority of the Trustee to release the same, or into any question of law or fact affecting the power of the Trustee so to do, nor be bound to see to or be responsible for the applica¬ tion of the consideration therefor. Section 5. All money which the Trustee shall receive as considera¬ tion or otherwise for property or premises released from the lien of this Indenture, including the principal of any purchase money obligation forming part of such consideration when paid, and all moneys received by the Trustee as compensation for any property subject to the lien hereof taken by the exercise of the power of eminent, domain or of any power to purchase, as aforesaid, and all insurance moneys received by the Trustee, and all other moneys received by the Trustee for which specific provision is not made elsewhere in this Indenture, shall, at the request and election of the Company, either (a) Be applied to the redemption, retirement or purchase of bonds hereby secured pursuant to the provisions of Article III hereof, or to the payment thereof; or (b) Be paid over to the Company from time to time when¬ ever the Company shall be or become entitled to the authentication and delivery of bonds under the provisions of Section 4 of Article II hereof, upon receipt by the Trustee of substantially the same evi¬ dence as is required by Article II for the authentication of bonds, in so far as such evidence is applicable, with such omissions, varia¬ tions and insertions as may be appropriate; except that such evi¬ dence shall not include any certificate in regard to net earnings of the Company; and provided that the amount of cash to be paid on 155 the production of such evidence shall equal 100% of the expendi¬ tures made for such purpose; or (c) Be paid over to the Company for the purpose of repairing, restoring or replacing property damaged or destroyed by fire and/or boiler explosion (to the extent that insurance moneys arising from such loss are in the hands of the Trustee), upon receipt of a certificate signed by the President or a Vice-President of the Company, and by its Treasurer or an Assistant Treasurer, showing expenditures made for such purpose, but not to exceed the cash cost or fair value to the Company, whichever is less, of such repairs, restoration or replacements. After any such prop¬ erty shall be fully repaired, restored or replaced and the expenses thereof shall be fully paid, the Trustee, upon receipt of a cer¬ tificate similarly signed to that effect, shall pay over to the Com¬ pany the balance of any such insurance moneys remaining in its hands. In case the amount so received by the Trustee shall at any time be less than $10,000, the same, upon the written request of the Company, may forthwith be paid over by the Trustee to the Company in advance of the application thereof as provided in clauses (a), (b) and. (c) of this Section, and without the production of the evidence therein pro¬ vided, but in no event shall the aggregate amount of any sums so paid over to the Company in advance of such application and without the production of such evidence exceed in any twelve months’ period the sum of fifty thousand dollars ($50,000) ; and the Company covenants and agrees that it will expend for the purposes mentioned in clauses ( a ), (b) and (c) of this Section any sums so paid over to it in advance of such application and without the production of such evidence, and that it will within twelve months after the receipt of the same deliver to the Trustee a certificate under its corporate seal, signed by its President or Treasurer or by its Vice-President or an Assistant Treasurer, setting forth the expenditures so made. 156 Interest on funds held by Trustee. Any such funds held by the Trustee to be dealt with as part of proceeds of sale if trust estate is sold. Receiver or trustee in possession may exercise powers. Required evidence sufficient authority for Trustee. Any property acquired with any money paid to the Company under the provisions of subdivision (b) or subdivision (c) hereof shall not be used as the basis for the authentication and delivery of bonds under any provision of this Indenture. Unless and until so paid out or applied by the Trustee, the Trustee shall hold any money received by it under the provisions of this Sec¬ tion 5 as part of the trust estate, and it shall allow and pay to the Com¬ pany interest thereon at such rate as may be agreed upon between the Trustee and the Company. In case the trust estate shall be sold, either under the power of sale herein provided, or under a decree of court in a suit for'foreclosure of this Indenture, any funds then held by the Trustee under the provisions of this Article X shall be added to and dealt with as if they were part of the proceeds of sale. Section 6. In case the trust estate shall be in the possession of a receiver lawfully appointed, the powers in and by this Article conferred upon the Company may be exercised by such receiver with the approval of the Trustee, and if the Trustee shall be in possession of the trust estate under any provision of this Indenture, then all the powers in this Article conferred upon the Company may be exercised by the Trustee in its discretion. Section 7. The resolutions, certificates, opinions and other instru¬ ments specified in this Article X shall in any and all cases be sufficient authority to the Trustee for the action provided in this Article to be taken by the Trustee, and in relying thereon, without other evidence, the Trustee shall be fully protected; but the Trustee may, if it shall deem it wise, and if requested by the holders of not less than fifteen per cent. (15%) in principal amount of the bonds hereby secured at the time outstanding and if furnished with adequate security and indemnity against its costs and expenses shall, make such further inquiries or investigations, or require such further evidence, as it may deem proper, 157 and if it shall not be satisfied from such investigation of the propriety of such action, the Trustee may refuse in its absolute discretion to take such action or allow it. ARTICLE XI. Defeasance. Section 1. If, when the bonds hereby secured shall have become due gatisfaction of and payable, the Company, its successors or assigns, shall well and truly thls Indenture - pay or cause to be paid the whole amount of the principal and interest (and premium, if any) due on all of the bonds and coupons for interest thereon, hereby secured and then outstanding, or shall provide for such payment by depositing with the Trustee the entire amount due and to become due and payable thereon for principal and interest (and premium, if any), and shall also pay or cause to be paid all other sums payable hereunder by the Company, and shall well and truly keep and perform all the covenants and conditions herein required to be kept and performed by the Company according to the true intent and meaning of this Indenture, then and in that case the trust estate shall revert to the Company, and the entire estate, right, title and interest of the Trustee and of the bondholders shall thereupon cease, determine and become void; and in that case also, the Trustee, on demand of the Company and at its cost and expense, shall assign or cause to be assigned and shall deliver to the Company or upon its written order, all securities and moneys (other than the moneys deposited as hereinabove provided) then held by the Trustee under this Indenture, and shall execute and acknowl¬ edge, and deliver to the Company, appropriate and proper instruments acknowledging satisfaction of this Indenture and reconveying the trust estate to the Company; otherwise the same shall be, continue and remain in full force and virtue. Section 2. In the event that any bond of any series hereby secured posited with Trustee to shall not be presented for payment when the principal thereof becomes p^y prmdpai due, either at maturity or otherwise, and the Company has deposited with otthebonds - 158 Conditions of acceptance of trust. Trustee is not obliged to do certain things. the Trustee, or left with it if previously deposited, a sum equal to the principal amount of all the bonds of such series then outstanding and secured thereby, together with all interest (and premium, if any), due thereon, for the use and benefit of the holder or holders thereof, respect¬ ively, interest on said bond or bonds and all liability of the Company to the holders of said bonds on account of the principal and interest thereof (and premium, if any), shall forthwith cease, determine and be com¬ pletely discharged, and thereupon it shall be the duty of the Trustee to hold said fund or funds for the benefit of the holder or holders of such outstanding bonds, who shall thereafter be restricted exclusively to said fund or funds for any claim of whatsoever nature on their part under this Indenture or on, or with respect to. said bonds or any cou¬ pons appertaing thereto. The Trustee shall allow and pay to the Company interest upon such funds at such rate as may be agreed upon by the Trustee and the Com¬ pany. ARTICLE XII. The Trustee. Section 1. The Trustee hereby accepts the trusts of this Indenture and agrees to execute them upon the following terms and conditions, to which the parties and the holders of the bonds hereby secured agree: (u) The Trustee shall be under no obligation to see to the filing, registration or recording of this Indenture or of any instrument given pursuant to the provisions of this Indenture, or to the re-filing, re-registration or re-recording thereof, or to procure any further or other deeds or instruments of further assurance; nor shall the Trustee be obligated, while not in possession of the trust estate, to see to the insurance of the trust estate, or to the payment of taxes and assessments thereon or upon the income and profits thereof, or to the performance or observance of any of the covenants or agreements hereof on the part of the Company. X 159 The Trustee shall not be personally liable for any debt contracted by it, or for damages to persons or property, or for salaries or non-payment of salaries, or for non-fulfilment of contracts, during any period wherein the Trustee shall manage the property of the Company or any part thereof as herein authorized. (b) The Trustee shall not be responsible in any manner whatsoever for, or in respect of, the validity or sufficiency of this Indenture, the due execution hereof by the Company, the lien purported or intended to be hereby created, the security intended to be afforded hereby, the validity hereof or of the bonds or coupons issued hereunder or of any bonds deposited hereunder, the title or value of the trust estate, nor for or in respect of the recitals contained herein or in the bonds as to the acts or powers of the Company or otherwise, all of which recitals are made by the Company solely. (c) The Trustee may employ agents, attorneys in fact, appraisers, engineers and accountants, whose compensation and reasonable expenditures shall be deemed part of the expenses of the Trustee; and shall not be answerable or accountable for the default, neglect or misconduct of any agent, attorney, engineer or counsel appointed by it in pursuance hereof, if reasonable care has been exercised in the appointment and retention of such agent, attorney, engineer or counsel; nor for anything whatever in connection with this trust except its own wilful misconduct or gross negligence. (d) The Trustee may advise with legal counsel (who may be counsel for the Company) to be selected and employed by it at the expense of the Company, and shall be fully protected in respect of any action under this Indenture taken or suffered in good faith by the Trustee in accordance with the opinion of counsel, and such action so taken or suffered shall be conclusive on all holders of bonds hereby secured. Trustee is not respon¬ sible for validity of Indenture or bonds or for the recitals therein. Trustee may employ agents, but is not respon¬ sible for acts if reasonable care is exer¬ cised in appointment thereof. Trustee may advise with counsel. 1G0 Trustee may rely on in¬ struments furnished to it. i Trustee may rely on certifi¬ cate of officers as evidence of facts, the proof of which is not speci¬ fically pro¬ vided for. (c) The Trustee shall he fully protected in acting upon or in accordance with any request, demand, order, notice, waiver, appointment, designation, consent, certificate, affidavit, statement, opinion, bond, coupon or other instrument or paper believed by it to be genuine and to have been signed, made, or presented by the proper party or parties. Except when otherwise in this Indenture expressly provided, any order, notice, request, consent, approval, selection, appointment, election, direction, option or other instru¬ ment to be delivered or furnished by the Company to the Trustee, shall be sufficiently executed, if executed in the name of the Company, under its corporate seal, by its President or a Vice- President and by its Treasurer or an Assistant Treasurer, or by such officer or officers as the Board of Directors of the Company may by resolution direct. The Trustee may accept a certificate of the Secretary or Assistant Secretary of the Company under its corporate seal, to the effect that a resolution in the form therein set forth has been duly adopted by the Board of Directors of the Company, as conclusive evidence that said resolution has been duly adopted and is in full force and effect. (/) As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate of the Com¬ pany, under its corporate seal, signed by its President or a Vice- President and by its Treasurer or an Assistant Treasurer, as suffi¬ cient and conclusive evidence of the facts therein stated, unless other evidence is specifically required herein; and shall also be at liberty to accept and rely upon a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may in its discretion at the reasonable expense of the Company, in every case, require such further evidence as it may think necessary or advisable, but it shall in no case be bound to require the same; provided, however, that the Trustee shall 1G1 make such investigation as may be proper under the circumstances, if requested so to do in writing by the holders of not less than fifteen per cent. (15%) in principal amount of the bonds hereby secured at the time outstanding, and if furnished with adequate security and indemnity against the costs and expenses of such examination. ( g ) The Trustee shall be entitled to reasonable compensation from the Company for all services rendered by it in the execution of the trusts hereby created, and shall be reimbursed by the Company for any expenditures made by the Trustee on account of any provisions or requirements hereof, and for any liability or damages which the Trustee, acting in good faith, may incur or sustain; and such compensation and expenditures, as well as all of its reasonable expenses, including the compensation and rea¬ sonable expenditures of agents, attorneys in fact, appraisers, engineers and accountants, and the fees and expenditures of legal counsel, incurred or actually disbursed, and any and all sums advanced or paid out by the Trustee out of its own funds or funds advanced by bondholders under the provisions of this Inden¬ ture, shall be paid by the Company to the Trustee upon the latter’s demand, with interest thereon at the rate of six per centum per annum from the date of such demand, and until so demanded and paid shall be secured by a lien under and by virtue of this Inden¬ ture upon the trust estate, in preference to the bonds hereby secured. Trustee shall be entitled to reasonable compensa¬ tion and reimburse¬ ment for expenditures and to a prior lien for payment thereof. (h) The Trustee shall not be under any obligation to take Trustee is not obliged any action toward the execution or enforcement of any of the [ruT/uniess requested by trusts hereby created or in respect of any default, which, in its holders of not less than opinion, would be likely to involve it in expense or liability, unless 250/0 of bonds - and until the holders of not less than twenty-five per cent. (25%) in principal amount of the bonds at the time outstanding shall in writing request it to take such action, and shall, as often as 162 Trustee may assume that there is no default unless notice is given by holders of 10% of bonds. Trustee may request inspection of bonds and establishment of title thereto. Trustee is not account¬ able for use of bonds or proceeds. Trustee may acquire and hold bonds or underlying securities. required by the Trustee, furnish it reasonable security and indem¬ nity against sucli expense or liability. (i) The Trustee, unless and until it shall have received notice in writing of the same from the holders of ten per cent. (10%) in principal amount of the bonds at the time outstanding, dis¬ tinctly specifying the default or event desired to be brought to the attention of the Trustee, shall not be required to take notice of any default hereunder on the part of the Company, or of the appointment of a receiver of the Company or of any of its property, and may, for all the purposes of this Indenture, except as afore¬ said, assume that the Company is not in default under this Inden¬ ture, and that none of the events, hereinbefore denominated events of default, has happened, and that no such receiver has been appointed. (j) The Trustee shall not be bound to recognize any person as a bondholder unless and until, if required by the Trustee, his bond is submitted to the Trustee for inspection and his title thereto satisfactorily established if disputed. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent is the owner of any bond secured hereby, shall be conclusive and binding upon all future owners of the same bond and bonds issued in exchange or sub¬ stitution therefor. ( k ) The Trustee shall not be accountable for the use or application by the Company of any bonds authenticated and delivered hereunder or of the proceeds of such bonds, or for the use or application of any moneys paid over by it in accordance with any provision of this Indenture. (?) The Trustee may acquire and be the holder of bonds secured hereby or of any of the underlying securities with the 163 same rights which it would have if it were not the Trustee hereunder. ARTICLE XIII. Resignation, Removal and Substitution of Trustees. Section 1. The Trustee or any successor trustee may resign and be J^uste? 11 discharged from the trusts created by this Indenture by giving to the Company notice in writing, and to the bondholders notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once on a day not less than thirty days nor more than sixty days prior to the date so specified in one daily newspaper of general circulation published in the Borough of Manhattan, City and State of New York, in one daily newspaper of general circulation published in the City of Chicago, Illinois, and in one daily newspaper of general circulation published in the City of Colum¬ bus, Ohio. Such resignation shall take effect on the day specified in such notice, unless previously a successor trustee shall have been appointed, either by the bondholders or by the Company, as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor trustee. Section 2. The Trustee or any successor trustee, may be removed Removal of ^ Trustee. at any time by the holders of a majority in principal amount of the bonds hereby secured and at the time outstanding, by an instrument or concurrent instruments in writing, signed in duplicate by such holders. One copy shall be filed with the Company and the other with the Trustee for the time being. Section 3. In case at any time the Trustee or any successor trustee shall resign, or shall be removed or be dissolved or otherwise shall become lrllstee ' incapable of acting, or in case control of the Trustee or of any successor trustee, or of its officers shall be taken over by any public officer or officers, a successor trustee may be appointed by the holders of a majority 164 Vesting of trust estate in successor. in principal amount of the bonds hereby secured and at the time out¬ standing, by an instrument or concurrent instruments in writing* signed in duplicate by such holders, and filed, one copy with the Company and the other with the successor trustee; but until a successor trustee shall be so appointed by the bondholders as herein authorized, the Company, by an instrument in writing, executed by order of its Board of Directors, may in any such case appoint a successor trustee. After any such appointment by the Company, it shall forthwith cause notice to be pub¬ lished once in each week for two successive weeks, in a daily newspaper of general circulation published in the Borough of Manhattan, City and State of New York, in one daily newspaper of general circulation pub¬ lished in the City of Chicago, Illinois, and in one daily newspaper of gen¬ eral circulation published in the City of Columbus, Ohio, but any suc¬ cessor trustee appointed by the Company shall, immediately and without further act, be superseded by a successor trustee appointed by the bond¬ holders in the manner above prescribed, provided that such appointment be made prior to the expiration of one year from the date of the first pub¬ lication of such notice by the Company. Every such successor trustee appointed by the bondholders or by the Company, in succession to the party of the second part as its successor in the trust hereunder shall always be a trust company or a national banking association in good standing, having its principal office in the Borough of Manhattan, City and State of New York or in the City of Chicago, Illinois, and having a capital and surplus aggregating not less than five million dollars, if there be such a trust company or national banking association willing and able to accept the trust upon reasonable or customary terms. Section 4. Any successor trustee appointed hereunder shall execute, acknowledge and deliver to the Company, an appropriate instrument in writing accepting such appointment hereunder, and thereupon such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the estates, authority, rights, trusts, powers, 165 duties and obligations herein provided of the predecessor trusteee and be entitled to the immediate delivery by the predecessor trustee ceasing to act, of any part of the trust estate in the hands or under the control of such predecessor trustee, and all the estate, right, title and interest of such predecessor trustee in the trust estate shall wholly cease and determine; but the Trustee ceasing to act, shall nevertheless, on the written request of the Company, or of the successor trustee, execute, acknowledge and deliver an appropriate instrument in writing trans¬ ferring to such successor trustee upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the predecessor trustee so ceasing to act, and shall duly assign, transfer and deliver all property and moneys held by such trustee to the successor trustee. Should any deed, conveyance or instrument in writing from the Company be required by the successor trustee for more fully and certainly vesting in and confirming to such successor trustee such estates, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall be executed, acknowledged and delivered by the Company to the successor trustee upon the latter's request. Section 5. Any Company into which the Trustee or any successor trustee may be merged or with which it or any successor trustee may be consolidated, or any company resulting from any merger or consolidation to which the Trustee or any successor trustee may be a party, shall be the successor of the Trustee under this Indenture, without the execution or filing of any instrument or the performance of any further act on the part of any of the parties hereto, anything herein to the contrary not¬ withstanding. Section 6. In case any of the bonds to be secured hereby shall have been authenticated but not delivered, any successor trustee may adopt the certificate of authentication of the Trustee or of any successor to it, and deliver the same as so authenticated; and in case any of the bonds Merger or consolida¬ tion of Trustee. Authentica tion or de¬ livery of bonds by successor Trustee. 166 Trustee not required to give bond or security. Definition of word “Trustee.” Consolida¬ tion, merger, conveyance or lease by Company permitted. See page 128 . shall not have been authenticated, any successor trustee may authenticate such bonds either in the name of any predecessor trustee or in the name of the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the bonds or in this Indenture provided that the certificate of the Trustee shall have. Section 7. The Trustee and every successor trustee shall be exempt from giving any bond or security in respect to the execution of the trusts or powers herein contained, or otherwise in respect of the premises. Section 8. Except when the context otherwise clearly indicates, the word “Trustee” or any other equivalent term, as used in this Indenture, shall be held and construed to mean the Trustee under this Indenture for the time being, whether original or successor. ARTICLE XIV. Consolidation, Merger and Purchase. Section 1. Nothing in this Indenture shall prevent any consolidation or merger of the Company with or into, or any conveyance or lease (subject to the continuing lien of this Indenture and to all provisions hereof and of any and all indentures supplemental hereto) of all the properties subject to this Indenture as an entirety, to any other cor¬ poration lawfully entitled to acquire and operate the same, or successive consolidations, mergers, conveyances or leases to which the Company or its successor or successors shall be a party or parties; provided, how¬ ever, that no such consolidation, merger, conveyance or lease shall impair the lien and security of this Indenture or any of the rights and powers of the Trustee or of the bondholders hereunder; and provided further, that any such lease shall be made expressly subject to immediate termi¬ nation by the Company or by the Trustee at any time upon the happening of an event of default, as defined in Section 2 of Article VI hereof, and 167 also by the purchaser of the property so leased at any sale thereof made under the power of sale herein conferred or pursuant to judicial proceed¬ ings under or upon this Indenture; and provided further that upon any such consolidation, merger or conveyance, or upon any such lease the term of which extends beyond the date of maturity of any bonds secured hereby, the due and punctual payment of the principal and interest of all bonds hereby secured at the time outstanding, or thereafter to be is¬ sued, according to their tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture, and of any and all indentures supplemental hereto shall, by an indenture supplemental hereto, executed and delivered to the Trustee, be expressly assumed by the successor corporation formed by or resulting from any such merger or consolidation, or to which anv such convevance shall have been made, or by the lessee under any such lease the term of which ex¬ tends beyond the date of maturity of any bonds secured hereby. Section 2. Every successor corporation formed by or resulting from any such consolidation or merger, or to which a conveyance shall have been made as aforesaid, upon executing an indenture supplemental hereto as provided in Section 1 of this Article XIV, in form satisfactory to the Trustee, and upon delivering or causing to be delivered to the Trustee appropriate proofs of such consolidation, merger or conveyance, shall succeed to and be substituted for the Company with the same force and effect as if it had been named herein as the party of the first part; and, upon the order of such successor corporation instead of the party of the first part, and subject to all the terms, conditions and limitations pre¬ scribed in this Indenture and any and all supplements hereto, the Trustee shall authenticate and deliver any bonds which previously shall have been signed and delivered by the Company to the Trustee for authen¬ tication, and such corporation may thereupon cause to be signed and may issue, either in its own name or in the name of the party of the first part, and under the corporate seal of either Company, any and all bonds which shall not theretofore have been signed by the party of the Supple¬ mental Indenture to be executed by successor. Successor corporation substituted for Com¬ pany. See page 166. 168 Conditions imposed upon successor. See page 166. first part and delivered to the Trustee; and the Trustee, upon the order of such successor corporation, in lieu of the party of the first part, and subject to the terms, conditions and limitations prescribed in this Inden¬ ture and in any and all supplements hereto, shall authenticate and deliver any and all bonds which shall have previously been signed and de¬ livered by the Company to the Trustee for authentication, and any bonds which such successor corporation shall thereafter cause to be signed and delivered to the Trustee for that purpose, and deliver the same to said successor corporation or upon its order; provided, however, that as a condition precedent to the execution by such successor corporation and the authentication and delivery by the Trustee of any such additional bonds and the exercise by the successor corporation of any of the other privileges conferred upon the Company by this Indenture, the Inden¬ ture to be executed and delivered to the Trustee as in Section 1 of this Article XIY provided, shall contain a conveyance or transfer and mort¬ gage in terms sufficient to include any property which is to be made the basis of the authentication of any such additional bonds or the basis for the exercise by the successor corporation of any of the other privileges conferred upon the Company by this Indenture; and provided further, that the lien created thereby shall have similar force, effect and standing as the lien of this Indenture would have if the Company should not be consolidated with or merged into such other corporation or should not convey or transfer subject to this Indenture all of the properties subject to this Indenture as an entirety as aforesaid to such successor corporation and should itself acquire or construct the property to be made the basis for the authentication and delivery of bonds under the provisions of this Indenture in respect thereto or the exercise by the successor corporation of any of the other privileges conferred upon the Company by this Indenture. The Trustee may receive the certificate of any counsel selected by it (who may be of counsel to the Company) as conclusive evidence that any such Indenture complies with the foregoing conditions and provisions of this Section 2. All bonds so issued shall in all respects have the same k 169 legal rank and security as the bonds theretofore or thereafter issued in accordance with the terms of this Indenture as though all of said bonds had been actually issued by the Company at the date of execution hereof. In case of such consolidation, merger or conveyance, such changes in phraseology and form (but not in substance) may be made in the bonds and coupons hereby secured thereafter to be issued, as may be appropriate by reason of such consolidation, merger or conveyance. Section 3. The Trustee shall be under no duty to see that any such successor corporation shall assume the payment of the bonds issued here¬ under and the performance of the covenants and conditions hereof, except as a condition precedent to the vesting in such successor corporation of the rights and powers conferred by Section 2 of this Article XIV. Except See page 167. as otherwise in this Indenture expressly provided, no such consolidation, merger, conveyance or indenture supplemental hereto shall or is intended Extent to which prop- to subject to the lien of this Indenture any or all of the properties or ^ e ° s f sor franchises of any corporation with which the Company or any successor shaiTbe tl0n . " subject to the may be so consolidated or into which the Company or any successor may indenture 3 be so merged or to which the Company or any successor may make any such conveyance, except those acquired by it from the Company, unless the successor corporation, in its discretion, shall subject the same to the lien hereof; provided, however, that this Indenture notwithstanding any such consolidation, merger or conveyance shall constitute a lien on additions, extensions and improvements comprising fixtures or appur¬ tenances to the trust estate, and on such property as may be acquired by the successor corporation in pursuance of the covenants herein contained to preserve and keep in full effect all the rights, franchises and privileges comprised in the trust estate and to maintain, preserve and keep the trust estate in good repair, working order and condition, or in pursuance of some other covenant or agreement hereof to kept or performed by the Company; and upon any property which is used by the successor corpo¬ ration as a basis for the authentication and delivery of any bonds issued 170 Definition of term “Company.” Surrender of powers by Company. Execution and purposes of supplemental indentures. See pages 63 and 77. hereunder or as a. basis for the exercise by the successor corporation of any of the other privileges conferred upon the Company by thisi Indenture. Section 4. For every purpose of this Indenture, including the exe¬ cution, issue and use of any and all bonds hereby secured, the term “Company” includes and means not only the party of the first part, but. also any such successor corporation. Any act or proceeding by any pro¬ vision of this Indenture authorized or required to be done or performed by any board or officer of the Company shall and may be done and performed, with like force and effect, by the like board or officer of any such successor corporation. Section 5. Nevertheless, before the exercise of the powers conferred by this Article XIV the Company, by instrument in writing executed by authority of its Board of Directors, by the affirmative vote of two-thirds of the whole number of directors, and delivered to the Trustee, may sur¬ render any of the powers reserved to it, or to its successors, as aforesaid; and thereupon such power so surrendered shall terminate. ARTICLE XV. Supplemental Indentures. Section 1. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by resolu¬ tion of its Board of Directors, and the Trustee, from time to time and at any time, subject to the conditions and restrictions in this Indenture contained, may enter into an indenture or indentures supplemental hereto and which thereafter shall form a part hereof, for any one or more or all of the following purposes: (a.) To add to the conditions, limitations and restrictions on the authentication and delivery of bonds specified in Articles I and II hereof, other conditions, limitations and restrictions there- 171 after to be observed with respect to all bonds to be issued here¬ under or with respect only to one or more series thereof. (b) To add to the covenants and agreements of the Company in this Indenture contained, other covenants and agreements there¬ after to be observed. (c) To evidence the determination of the Company to create any new series of bonds and, in such event, specifying the series to be created, *the date of maturity thereof, the place or places where payable, the rate, date and place of payment of interest, the terms and conditions of optional redemption, if redeemable, and such other provisions and agreements in respect thereof in this Indenture provided or permitted as the Board of Directors of the Company shall determine. ( d ) To evidence the succession of another corporation to the Company, or successive successions, and the assumption by a suc¬ cessor corporation of the covenants and obligations of the Com¬ pany contained in the bonds hereby secured and in this Indenture and in any and every supplemental indenture. (e) To convey, transfer and assign to the Trustee, and to subject to the lien of this Indenture, with the same force and effect as though included in the granting clauses hereof, additional properties, securities and franchises hereafter acquired by the Company through consolidation or merger, or by purchase or otherwise. Section 2. The Trustee is hereby authorized to join with the Com- Truste eis pany in the execution of any such supplemental indenture and to make execute Zt I, Roeert M. Sweitzer, County Clerk of the County of Cook, do hereby certify that I am the lawful custodian of the official records of Notaries Public of said County and as such officer am duly authorized to issue certificates of magistracy, that M. W. Raymond, whose name is subscribed to the proof of acknowledgment of the annexed instrument in writing, was, at the time of taking such proof of acknowledgment, a Notary Public in and for Cook County, duly commissioned, sworn and acting as such and authorized to take acknowledgments and proofs of deeds or conveyances of lands, tenements or hereditaments, in said State of Illinois and to administer oaths; all of which appears from the records and files in my office; that I am well acquainted with the handwriting of said Notary and verily believe that the signature to the said proof of acknowledgment is genuine; and, further, that the annexed instrument is executed and acknowledged according to the laws of the State of Illinois. In testimony whereof I have hereunto set my hand and affixed the seal of the County of Cook at my office in the City of Chicago in the said County this 26 day of Jany, 1922 Robert M. Sweitzer, [seal] County Clerk. “RECORDER’S OFFICE Franklin County, State of Ohio. Received Jan. 27, 1922, at 8 :30 A. M. Recorded Feb. 17, 1922. In Vol. 597 of Mortgages Page 11—107 seq. R. J. Williams, County Recorder. Fee $88.00” J378 }.• 3 0112 105646712