^< 35 . 4 - Ah 48 s ARKANSAS & MEMPHIS RAILWAY BRIDGE AND TERMINAL COMPANY GUARANTY TRUST COMPANY OF NEW YORK, Trustee. Supplemental Unbenture, Dated May 24, 1915, Supplemental to First Mortgage dated March 2, 1914, Securing $ 7 , 500,000 First Mortgage Gold Bonds. THE LIBRARY - OF THE UNIVERSITY OF ILLINOIS Interest Payable March 1 and September 1. Principal Payable March 1, 1964. C. G. Burcovne, 72 to 78 Spring Street, New York. Digitized by the Internet Archive in 2018 with funding from University of Illinois Urbana-Champaign Alternates https://archive.org/details/arkansasmemphisrOOarka TABLE OF CONTENTS. * 38 S , A *r 4- & g >> C\ c 0 y Q CP c l« £ VI l o PAGE Recitals___—.. 1 Parties_ 1 Organization and authority of Terminal Company_ 1 Operating Agreement__ Indebtedness secured by temporary bond for $5,000,000 _ 2 Memorandum of February 4, 1915_ 2 Action of directors and stockholders_ 3 Old bond to be canceled_ 4 Lien of old mortgage to remain alive, but provisions amended hereby- 4 Form of coupon bond- 5 Form of coupon_ 8 Form of registered bond_ 9 Form of Trustee’s authentication_ 13 Form of guarant} 7 on coupon bond_ 13 Form of guaranty on registered bond_ 14 Form of provision to be signed by receivers of The Chicago, Rock Island and Pacifie Railway Com¬ pany_ 15 Granting Clauses- 17 Real estate in Memphis__ 18 Real estate in Crittenden County, Arkansas_ 23 Ordinance of City of Memphis_ 25 Bridge and approaches_ 26 Acts of Congress_ 26 Leases, agreements, etc.- 26 Operating Agreement_ 27 Joint Trackage Agreement_ 27 Other property__ 27 After-acquired property_ 28 Rents and profits__ 28 Franchises_ 28 Property hereafter conveyed in trust__ 28 Appurtenances_ 29 Habendum_ 29 Grant in trust_ 29 * The table of contents and marginal notes are not in the supplemental indenture as executed. 655549 II ARTICLE FIRST. PAGE Sec. 1. Execution of bonds__ 30 Adoption of acts of officers.._ 30 Authentication of coupons_ 31 Authentication by Trustee_ 31 Sec. 2. Denominations of coupon bonds___ 31 Numbering of $1,000 bonds_..._ 32 Issue of $500 bonds_ 32 Endorsement on $500 bonds_ 32 Issue of $100 bonds_ 32 Endorsement on $100 bonds_ 33 Issue of $1,000 bonds in exchange for $500 or $100 bonds_ 33 Issue of $500 or $100 bonds in exchange for $1,000 bonds.._ 33 Terminal Company may adopt different method of exchange or forms of endorsement_ 34 Sec. 3. Bonds may be made payable in other places_ 35 Sec. 4. Registration of coupon bonds_ 35 Sec. 5. Registered bonds_ 37 Reservation of coupon bonds_ 37 Endorsement on registered bonds.... 37 Transfer on registered bonds_ 37 Issue of coupon bonds in exchange for registered bonds_ 33 Issue of registered bonds in exchange for coupon bonds_ 38 Charges for exchanges and transfers of bonds._ 38 Terminal Company may adopt different method of exchange or forms of endorsement.. 39 Sec. 6. Ownership of bonds__ 39 Sec. 7. Temporary bonds_ 40 Sec. 8. Replacing bonds mutilated, destroyed or lost .. 41 ARTICLE SECOND. Issue of bonds_ 42 Sec. 1. $6,000,000 bonds to be pledged as collateral security for Terminal Company’s Gold Notes. 42 Net proceeds of Gold Notes to be deposited here¬ under _ 43 Sec. 2. $1,500,000 bonds issuable under Secs. 2 and 4.. 43 Sale of bonds and deposit of net proceeds_ 43 Sec. 3. Deposit of moneys with depositaries for account of Trustee_ 45 Acknowledgments by depositaries_ 45 Interest___ 45 Moneys held hereunder to constitute part of security_ 46 Ill PAGE Sec. 4. Restrictions on disbursement of moneys and issue of bonds__ 46 Purposes_ 46 (a) Indebtedness mentioned in recitals aud costs incidental to memorandum of Feb¬ ruary 4, 1915___ 47 (b) Construction, improvements, etc_ 47 ( c ) Interest, taxes and damage claims during construction period_ 48 (d) Reimbursement _ 49 (e) Refunding Rock Island Memphis Ter¬ minal Railway Company bonds_ 49 Exceptions to requirement that property acquired be subjected to lien hereof_ 49 Not exceeding $150,000 bonds or proceeds thereof to be used under Joint Trackage Agreement.. 50 Rates at which moneys payable aud bonds issu¬ able_ 50 Documents to be delivered to Trustee.. 51 —resolution_ 51 —certificate under clause (a) of Subsection A_ 52 —certificate under clause (b) _ 53 — certificate under clause ( ofbonda tiuie P a y> or or< ^ er the depositaries hereunder to pay, to or on the order of the Terminal Company deposited moneys for the purposes and subject to the restrictions hereinafter expressed in this Section 4. The Trustee shall authenticate and deliver to or on the order of the Terminal Company First Mortgage Bonds to the extent that the amount of said $1,500,000 of First Mortgage Bonds that shall not then have been authenticated and de¬ livered under this Section 4 or under Section 2 of this Article Second or be reserved under subsection D of this Section 4 Avill permit, for the purjuoses and subject to the restrictions hereinafter expressed in this Section 4. 47 A. The purposes for which deposited moneys may be paid Purposes, out or bonds delivered under this Section 4 are the following: (a) the payment of the amount due and at the time indebtedness 1 J mentioned in remaining unpaid for principal and interest of the anTeosts indebtedness of the Terminal Company secured bv memorandum " of February 4, pledge of said temporary bond for $5,000,000 mentioned nus. in the recitals hereof, and of the costs incidental to the memorandum of February 4, 1915, in said recitals referred to, including counsel fees, disbursements, en¬ gravers’ and printers’ bills, trustees’ fees, cost of Internal Revenue documentary stamps, State license taxes payable upon the authorization of securities and guaranties and all other fees, charges, disbursements and expenses incident to the preparation, authorization, execution and delivery of the instruments embodying said memorandum, the First Mortgage Bonds, this indenture, the Gold Notes and the trust agreement securing such notes, the guaranties on the First Mort¬ gage Bonds and on such notes, the agreement supple¬ mental to the Operating Agreement mentioned in the recitals hereof, the proceedings for securing the approval by public service commissions or like bodies of any acts of the Terminal Company or any other corporations pursuant to said memorandum, and all other proceedings and instruments contemplated or occasioned thereby ; (b) the payment of absolute money liabilities in- construction, ' 1 J J improve- curred since March 2, 1914, by the Terminal Company ments > etc - for the construction and acquisition of the railroad ter¬ minal properties which the Terminal Company is author¬ ized to own, including yards and tracks, the bridge afore¬ said across the Mississippi River and the approaches thereto, viaducts, approaches, abutments, piers, cross¬ ings, subways, passenger stations, freight stations, ware¬ houses, elevators, compresses, shops, car houses, 48 Interest, taxes and damage claims during construction period. round houses, wharves, docks, slips, incliues, super¬ structures, loading and unloading apparatus, main tracks, yard tracks, industry tracks, side tracks, spur tracks, locks, telegraph and telephone lines, additional lauds or interests in lands, additional rights of way for bridges, approaches, tracks or structures ; the elevation and depression of tracks ; the construction or acquisi¬ tion of locomotives, cars and other rolling stock and equipment and the construction or acquisition of ferries, transfer boats and other boats and bridges; the installation of electrical apparatus, appliances and devices suitable for the operation of all or any part of the property of the Terminal Company by electrical power, and the substitution of such electrical power for steam or other power; the ex¬ tension, enlargement, betterment and improvement of aud the construction and acquisition of better¬ ments of and additions to any of the property of the Terminal Company of the classes hereinabove men¬ tioned and described or any thereof ; provided that the property constructed or acquired or betterments whereof or additions whereto shall be made shall be or there¬ upon become subject to the lien of this mortgage; (c) the payment of interest charges incurred by the Terminal Company, and taxes assessed against it or any of its property, at any time before the date of com¬ pletion or coming into service of the properties of the Terminal Company or of a sufficient portion thereof to enable it to furnish the facilities contemplated by the Operating Agreement mentioned in the recitals hereof; aud the payment of claims for damages on account of injuries to property or persons, or death of persons, arising at any time before said date from the actual work of construction performed by or for the Terminal Company ; 49 ( d ) the reimbursement of the Terminal Company in Reimburse¬ ment. whole or in part for money actually expended by it since March 2, 1914, for any one or more of the purposes enumerated in clauses (a), ( b) and (c) of this subsection A. ( e) the payment, redemption, acquisition, refunding Refunding^ or retirement otherwise before, at or after maturity of mf^i Railway any bonds of the issue of Terminal First Mortgage Gold bonds any Bonds of Rock Island Memphis Terminal Railway Com¬ pany outstanding under the mortgage or deed of trust dated April 1, 1915, executed and delivered by said Rock Island Memphis Terminal Railway Company to Bankers Trust Company as trustee, constituting a lieu prior to the lien hereof on the property described in sub¬ division (2) of clause I. of the granting clauses hereof. Any approaches or roadways, or bettermeuts, improvements Exceptions to requirement or extensions thereof, required by the terms of any law, ordi- tliat property nance or contract conferring rights or franchises on the Ter- pen hereof. 0 minal Company to be constructed by it, but not needed for the railroad terminal purposes of the Terminal Company, or any subways, viaducts or other overhead structures, the effect whereof will be to relieve tracks of the Terminal Com¬ pany from the burden of grade crossings (whether crossings used by the public or any of the members thereof or by rail¬ way companies or in connection with private enterprises), not¬ withstanding that some interest therein or the entire owner¬ ship thereof shall be vested in some state, county, municipal¬ ity or other political body, or in some individual or corpora¬ tion other than the Terminal Company, and, for that reason, cannot be subjected to the lien of this mortgage, shall never¬ theless be deemed to be within the scope of the purposes set forth in clause (b) of this subsection A. Any liabilities or expenditures incurred or made by the Terminal Company pursuant to the Joint Trackage Agree- 50 meut mentioned in clause VI of the granting clauses hereof for additions to or betterments or improvements of the line of railroad subject to the Joint Trackage Agree¬ ment shall be deemed to be within the scope of the pur¬ poses set forth in said clause (b), notwithstanding that the property so constructed or acquired or such line of railroad shall not be or become the property of the Terminal Company or subject to the lien hereof; provided that the total principal amount of First Mortgage Bonds which shall be authenticated Not exceeding • $i50,ooobonds and delivered, or the net proceeds (as the term “net or proceeds usedunder’ 6 proceeds ” is defined in subsection F of this Section 4) of Agreement 1 ' 11 ” 6 which shall be paid out, under this indenture on account of liabilities or expenditures of the character last hereinbefore mentioned shall not exceed $150,000. B. Deposited moneys shall be paid out and bonds authen¬ ticated and delivered under this Section 4 at the following rates : Rates at which moneys pay¬ able and bonds Issuable. («) Deposited moneys shall be paid out at not ex¬ ceeding the rate (1) of $1,000 of moneys for every $1,000 of principal and interest of said indebtedness of the Terminal Company and of the costs specified in the certificates hereinafter provided for in paragraph Second of subsection C of this Section 4 and (2) of $1,000 for every $1,000 of absolute money liability specified in the certificates hereinafter provided for in paragraph Third of said subsection C, and (3) of $1,000 for every $1,000 of interest charges, taxes and dam¬ age claims specified in the certificates hereinafter pro¬ vided for in paragraph Fourth of said subsection C, and (4) of $1,000 for every $1,000 of money stated in any of said certificates to have been actually expended for any one or more of the purposes in clauses (a), (b) and (c) of subsection A of this Section 4 enumerated. 51 (b) First Mortgage Bonds shall be authenticated and delivered to such an amount in each instance as will, when taken at the price stated in the resolution provided for in paragraph First of subsection C of this Section 4, be equal to the amount of principal and interest of said indebtedness of the Terminal Company, and such costs, such liabilities, such interest charges, taxes and damage claims and such expenditures, speci¬ fied in the certificates provided for under said sub¬ section C. (c) For every $1,000 principal amount of Rock Island Memphis Terminal Railway Company Bonus specified in the certificates hereinafter provided for in paragraph Fifth of subsection C of this Section 4, and delivered, cancelled or uncancelled, to the Trustee with such certicates, not more than $1,000 principal amount of First Mortgage Bonds shall be authenticated and delivered or not more than the net proceeds of $1,000 principal amount of First Mortgage Bonds shall be paid out. C. Prior to the payment of deposited moneys or delivery Documents to 1 J . . be delivered of bonds by the Trustee under this Section 4 there shall be toTrustee - delivered to the Trustee the following: First. In every case, a certified copy of a resolution Resolution, of the Board of Directors or of the Executive Committee of the Terminal Company calling for the payment of a specified amount of deposited moneys, or for the authen¬ tication and delivery under this Section 4 of a specified amount of First Mortgage Bonds, for one or more of the purposes specified in subsection A of this Section 4, and (except to the extent required for the reimbursement of the Terminal Company with respect to previous expen¬ ditures) directing the officers of the Terminal Company to set aside such specified sum of deposited moneys 52 Certlflcate,! under clause (a) of Subsection A. or such specified amount of bonds or their proceeds, as the case may be, in a distinct fund, separate from all other assets of the Terminal Company, and to use the same only for the particular purposes specified in such resolution ; and also, in case the delivery of First Mortgage Bonds is requested, fixing the price at which said bonds are to be delivered (which, in the event that arrangement shall have been made for the sale thereof, shall be the price to be paid or allowed therefor pur¬ suant to such arrangement) and stating that such price is, in the opinion of said board or committee, not less than the fair market or fair realizable value of said bonds. Second. Also, in case said deposited moneys or bonds are requested for any of the purposes set forth in clause (a) of subsection A of this Section 4 or for reimbursing the Terminal Company for moneys expended by it for any of such purposes, a certificate or certificates signed by the President or a Vice-President and by the Treas¬ urer or an Assistant Treasurer of the Terminal Company, stating : (a) that a specified amount of the principal and interest of the indebtedness of the Terminal Com¬ pany secured by pledge of said temporary bond for $5,000,000 mentioned in the recitals hereof, and of the costs incidental to the memorandum of February 4, 1915, in the recitals hereof referred to, then re¬ mains unpaid, for the payment whereof the moneys or bonds then applied for are required, or that a specified amount of moneys has been actually ex¬ pended since January 1, 1915, by the Terminal Company for the payment of such principal and in¬ terest of said indebtedness or of such costs and also, in the case of such costs, stating tbe person or persons, corporation or corporations to whom pay- 53 ment is to be made or to whom such moneys act¬ ually expended shall have been paid and briefly otherwise identifying the items of such costs ; (b) that no part of the amount of principal and interest of said indebtedness or of such costs so certified has been included in any previous cer¬ tificate made under any of the provisions of this indenture or has been paid or reimbursed or pro¬ vided for out of the proceeds of said indebtedness of the Terminal Company or out of any moneys received (except for reimbursement of other ex¬ penditures) under any of the provisions of this indenture ; ( c ) that all moneys theretofore paid out and all bonds theretofore delivered pursuant to the provi¬ sions of this Section 4 for the purpose of paying said indebtedness of the Terminal Company or such costs or any part thereof, have been used for such purpose, or that such bonds or their proceeds or such moneys or so much thereof as shall not have been so used are separately set aside and reserved for such purpose, or that such bonds or their pro¬ ceeds or such moneys or so much thereof as shall not be stated to have been so used or reserved are therewith returned to the Trustee. Third. Also, in case said deposited moneys or certificate, bonds are requested for any of the purposes set forth clause (&). in clause (b) of subsectiou A of this Section 4 or for re¬ imbursing the Terminal Company for moneys expended by it for any of such purposes, a certificate or certifi¬ cates signed by the President or a Vice-President and by the Treasurer or an Assistant Treasurer of the Ter¬ minal Company, stating: (a) that specified absolute money liabilities have been actually incurred or specified amounts 54 of money have been actually expended by the Terminal Company since March 2, 1914, for one or more of the purposes set forth in clause ( b) of subsection A of this Section 4, indicating the particular property acquired or constructed or contracted for (specifying, in the case of rolling stock and equipment, the character, amount, dis¬ tinguishing marking and numbering of each piece thereof), and briefly describing, as the case may be, the location and character of the property acquired or constructed, or contracted for, and the amount or class and character of betterments or improve¬ ments made or contracted for, and specifying the amount of money used or to be used to apply to every such purpose, and in case any of the prop¬ erty so acquired, constructed or contracted for, was so acquired, constructed or contracted for in sub¬ stitution for like property replaced, that the amount of money so specified to have been used or the amount to be used for such purpose is chargeable to capital account in accordance with or in analogy to the rules of the Interstate Commerce Commis¬ sion, if such rules be applicable ; (b) whether the property so acquired, con¬ structed or contracted for is known or believed to be or upon its acquisition will become subject to any lien or charge, (which expression shall be deemed to include among other things deferred in¬ stallments of the purchase price of such property in every case where title thereto has not then vested in the Terminal Company, or, having so vested, is subject to a vendor’s lien or any right of the seller to retake or enforce a charge upon such property upon default in the payment of such de¬ ferred installments of the purchase price and shall 55 be deemed to include the deferred payments to be made or rentals to be paid under any conditional sale agreement or lease, or other trust agreement covering rolling stock or other equipment), except (a) necessarily undetermined liens or charges in¬ cident to construction, (b) the lien of this mort¬ gage, (c) liens subordinate to the lien of this mortgage, and—in case of additions to or better¬ ments or improvements of the line of railroad sub¬ ject to the Joint Trackage Agreement— (d) the liens then existing on said line of railroad ; and if so the liens or charges (other than aforesaid) existing thereon or which will attach thereto, and such certificate shall briefly describe and specify the amount of every lien or charge to be certified as aforesaid, and in case First Mortgage Bonds are to be reserved by the Trustee as in subsection D of this Section 4 provided on account of the liens and charges so certified, shall fix the price, being not in excess of the fair market or fair realizable value thereof (which shall be certified as provided in paragraph First of this subsection C of this Section 4), at which First Mortgage Bonds are to be taken for the purpose of such reservation ; (c) that the price paid or liability incurred for such construction or acquisition was not in excess either of the fair value or of the actual cash cost of the property acquired or contracted for or of the work done or to be done, and that no part thereof has been included in any previous certificate made under any provision of this indenture or has been paid or reimbursed or provided for out of the pro¬ ceeds of said indebtedness of the Terminal Com¬ pany secured by pledge of said temporary bond for $5,000,000 face amount mentioned in the recitals 56 hereof or out of any moneys received (except for reimbursement of other expenditures) under any of the provisions of this indenture ; ( d ) that the amounts so expended or liabilities so incurred (other than expenditures or liabilities for or in respect of property of the character hereinafter referred to in clauses (/), ( g ) or ( h ) of this paragraph Third) have not been and will not be charged upon its books or in any annual report of the Terminal Company or in any report made by it to the Interstate Commerce Commission or any like body or officer to operating expense or ex¬ pense of maintenance or other like account, and that such expenditures or liabilities are properly chargeable to capital account under or in analogy to the rules and regulations prescribed by the Interstate Commerce Commission or other like authority with regard to the accounts of corpora¬ tions of the class to which the Termiual Company shall belong ; ( e ) that all First Mortgage Bonds authenticated and delivered or deposited moneys paid out here¬ under for the purpose of discharging any liability, have been used for the purpose of discharging such liability, or that such First Mortgage Bonds or their proceeds or such moneys, or so much thereof as shall not have been so used, are separately set aside and reserved for the purpose of discharging such liability, or that such bonds or ^their proceeds or such moneys or so much thereof as shall not be stated to have been so used or reserved, are there¬ with returned to the Trustee ; ( f ) in case the property so acquired or con¬ tracted for comprises or consists of approaches or roadways, or betterments, improvements or exten- 57 sions of any thereof, some interest wherein or the entire ownership whereof shall be vested in some state, county, municipality or other political body, or some individual or corporation other than the Terminal Company, and, for that reason, cannot be subjected to the lien of this mortgage, that such property is required by the terms of some law, ordinance or contract (briefly describing the same) conferring rights or franchises on the Terminal Company to be constructed by it, but is not needed for the railroad terminal purposes of the Termiual Company; ( g ) in case the property so acquired or con¬ tracted for is a subway, viaduct or other overhead structure, some interest wherein or the entire ownership whereof shall be vested in some state, county, municipality or other political body, or some individual or corporation other than the Terminal Company, and for that reason cannot be subjected to the lien of this mortgage, that the effect thereof will be to relieve the tracks of the Terminal Company from the burden of grade cross¬ ings ; (h) in case the property so acquired or con¬ tracted for comprises or consists of additions to or betterments or improvements of the line of railroad of St. Louis, Iron Mountain and Southern Railway Company between a point at or near Briark or Hopefield Junction, Arkansas, and a point at or near Bridge Junction, Arkansas, covered by the Joint Trackage Agreement referred to in clause "VI. of the granting clauses hereof and can¬ not be subjected to the lien hereof as a first lieu hereon, that the cost of such additions, bet¬ terments or improvements is required by the 58 Certificate, under clause (c). terms of said Joint Trackage Agreement to be borne by the Terminal Company, and that the total of the principal amount of First Mortgage Bonds which shall have been theretofore authenticated and delivered, or the net proceeds (as that term is defined in subsection F of this Section 4) of which shall have been theretofore paid out, under this indenture on account of additions to or better¬ ments or improvements of said line of railroad, and of the principal amount of bonds which, or the net proceeds of which, shall then be called for on account of such additions, betterments or improve¬ ments so certified, does not exceed the sum of $150,000. Fourth. Also, in case said deposited moneys or bonds are requested for any of the purposes set forth in clause (c) of subsection A of this Section 4 or for reimbursing the Terminal Company for moneys expended by it for any of such purposes, a certificate or certificates signed by the President or a Vice-President and by the Treas¬ urer or an Assistant Treasurer of the Terminal Com¬ pany, stating : (a) that a specified amount of interest has ac¬ crued on indebtedness of the Terminal Company (briefly describing such indebtedness and stilting the principal amount thereof) and is or is about to become payable and then remains unpaid, for the payment whereof the moneys or bonds then applied for are required ; or that a specified amount of taxes has been assessed against the Terminal Company or any of its property (briefly describing such taxes and stating the governmental bodies by which such taxes were assessed and the valuations, if any, with respect to which such taxes were computed) and is or is about 59 to become payable and then remains unpaid, for the payment whereof the moneys or bonds then applied for are required ; or that a specified amount of claims for damages on account of injuries to property or persons, or death of persons, has arisen from the actual Avork of construction per¬ formed by or for the Terminal Company (briefly describing such claims and the nature of the alleged injuries on account whereof such claims arose) and that the facts on which said claims are based have been investigated by the Terminal Company and the payment thereof or of the amount thereof so specified has been approved by counsel for the Terminal Company, and that the amount so specified remains unpaid, for the payment whereof the moneys or bonds then applied for are required ; or that a specified amount of moneys has been actually ex¬ pended by the Terminal Company since March 2, 1914, for the payment of the interest charges, taxes or damage claims so specified ; and in every case further stating that such interest charges were incurred or such taxes were assessed or such dam¬ age claims arose before the completion or coming into service of the properties of the Terminal Com¬ pany or a sufficient portion thereof to enable it to furnish the facilities contemplated by the Operating Agreement mentioned iu clause YI. of the granting clauses hereof; (h) that no part of said amount of interest charges, taxes or damage claims stated in said certificate has been included in any previous cer¬ tificate made under any provision of this inden¬ ture or has been paid or reimbursed or provided for out of the proceeds of said indebtedneess secured by pledge of said temporary bond for $5,000,000 60 Certificate, under clause (e). face amount mentioned in the recitals hereof, or out of any moneys received (except in reimburse¬ ment of other expenditures) under any of the pro¬ visions of this indenture or on account of accrued interest on Gold Notes or First Mortgage Bonds sold by the Terminal Company ; (c) that all moneys theretofore paid out and all bonds theretofore delivered, for the purpose of paying any interest charges, taxes or damage claims as in this section provided, have been used for the purpose of paying such interest charges, taxes or damage claims or that such moneys or bonds or the proceeds thereof, or so much thereof as shall not have been so used, are separately set aside and reserved for the purpose of paying such interest charges, taxes or damage claims, or that such moneys or bonds or the proceeds thereof or so much thereof as shall not be stated to have been so used or reserved, are therewith returned to the Trustee. Fifth. Also in case said deposited moneys or bonds are requested for the purpose set forth in clause ( e ) of subsection A of this Section 4, (1) a certificate or certifi¬ cates signed by the President or a Vice-President and by the Treasurer or an Assistant Treasurer of the Ter¬ minal Company stating that the Terminal Company has paid, redeemed, acquired, refunded or otherwise retired before, at or after maturity, and has either cancelled and extinguished or has preserved alive and pledges here¬ under, and in either case then and therewith delivers to the Trustee in either cancelled or uucancelled form, a specified principal amount of the Terminal First Mort¬ gage Gold Bonds of Rock Island Memphis Terminal Railway Company constituting the whole or a part of the issue of bonds mentioned in said clause (e) of sub- 61 section A of this Section 4; and (2) Terminal First Mortgage Gold Bonds of said issue to the principal amount so specified. Sixth. Also, in case said deposited moneys or bonds are requested with respect to the construction or acquisition by the Terminal Company of any property, (a) all such deeds, conveyances or instruments of further assurance executed by the Terminal Company to the Trustee, and evidence of the ex¬ ecution and delivery to the Terminal Company of all such deeds and conveyances and of the filing or recordation of all of the deeds, conveyances or instruments aforesaid in such places and in such manner, as may be necessary for the purpose of effectually subjecting such property (including the interest, if any, of the Terminal Company in any approaches, roadways, viaducts and other property referred to in clauses (/) and (g) of pai'agraph Third of this subsection C of this Section 4), to the lien and operation of this mortgage ; ( h ) an opinion of counsel of the Terminal Com¬ pany to the effect that such deeds, instruments or conveyances are sufficient for that purpose, or the opinion of said counsel that no such deeds, instruments or conveyances are necessary for that purpose, provided that in the case of approaches or roadways, or betterments, improvements or extensions thereof, re¬ quired by the terms of any law, ordinance or conti'act conferring rights or franchises on the Terminal Company to be constructed by it, but not needed for the railroad terminal purposes of the Terminal Company, or in the case of subways, viaducts or overhead structures the effect whereof is to relieve the tracks of the Terminal Company from the burden of grade crossings, the pro¬ instruments oi further assurance. Opinion of counsel. 62 visions of this paragraph Sixth shall not be operative as to anj interest therein (although the same may con¬ stitute the entire ownership thereof) that shall exist in any state, county, municipality or other political body, or individual or corporation other than the Terminal Company, and for that reason cannot be subjected to the lien of this mortgage ; and provided further that the provisions of this paragraph Sixth shall not be operative as to any additions to or betterments or improvements of said line of railroad of St. Louis, Iron Mountain and Southern Railway Company covered by the Joint Trackage Agreement. Reservation D. None of the First Mortgage Bonds shall be authenti- of bonds or on against liens, cated and delivered and none of the deposited moneys shall be paid out on account of the construction or acquisition of any property which shall appear by the certificate hereinabove in paragraph Third of subsection C of this Section 4 pro¬ vided for to be subject or liable thereafter to become subject to any lien or charge required by the terms of said paragraph Third to be certified, unless or until the Trustee shall have reserved out of the First Mortgage Bonds then deliverable under said Section 4 or out of the deposited moneys payable under said Section 4 which will remain an amount of First Mortgage Bonds taken at the price fixed in said certificate, or an amount of deposited moneys, at least equal to the aggregate principal amount of such certified lieus or charges. All First Mortgage Bonds so reserved shall be coupon bonds of the denomination of $1,000. Release or Whenever thereafter any such certified liens or chaiges in reserved bonds J ° or moneys. respect of which any such reservation shall have been made or any part thereof shall be paid or otherwise effectually re¬ leased, or any such lien or charge or any part thereof shall be acquired and effectually subjected to the lien hereof to the satisfaction of the Trustee, then an amount of First Mortgage 63 Bonds so reserved by the Trustee under this subsection D taken at the price at which such reservation was made or deposited moneys so reserved by the Trustee equal (as near as may be without the authentication and delivery of bonds of a denomination less than $1,000) to but not greater than the principal amount of the lien or charge or part thereof so paid, released or subjected hereto, shall be authenticated and delivered or paid by the Trustee to the Terminal Company or upon its order, so that the amount of bonds taken at the respective prices fixed in the certificates with respect to which such reservation shall be made, or the amount of such deposited moneys, or both, reserved by the Trustee under this subsection D, at all times shall be equal to or greater than the amount of such liens and charges remaining unsatisfied or not subjected to the lieu hereof. Whenever all certified liens or charges, in respect whereof reservation of bouds shall previously have been made as hereinabove provided, shall have been paid in full, or satisfied, or released, or acquired and effectually subjected to the lien hereof, to the satisfaction of the Trustee, then all bonds so reserved, to which the Terminal Company shall not, by reason of such payment and satisfaction, release or acquisition and subjection hereto of liens and charges be entitled, may be authenticated or delivered, as provided by the terms of this indenture, upon the same terms and conditions as if the same had not at any time been so reserved. The facts with respect to the payment and satisfaction, release or acquisition and subjection hereto of any liens or charges may be made to appear to the Trustee for the pur¬ poses of the provisions of this subsection D by such certifi¬ cates, signed by the President or a Vice-President and the Treasurer or an Assistant Treasurer of the Terminal Company, and containing proper statements of fact and, if required by the Trustee, accompanied by proper vouchers or other evi¬ dence, as the Trustee in its discretion may accept as sufficient. 64 Disposition surplus moneys or bonds. Definition o£ “ net proceeds.” E. Any deposited moneys paid or First Mortgage Bonds delivered to the Terminal Company or upon its order under this Section 4 that shall be returned to the Trustee as con¬ templated by clause (c) of paragraph Second or clause (e) of paragraph Third or clause (c) of paragraph Fourth of subsec¬ tion C of this Section 4 shall thereafter be paid out again or redelivered pursuant to the provisions of this Section 4. F. The term “ net proceeds of First Mortgage Bonds ” as used in this Section 4 shall include (a) deposited moneys derived from the sale of Gold Notes, and (b) deposited moneys derived from the sale of First Mortgage Bonds sold as pro¬ vided in Section 2 of this Article Second. The deposited moneys derived from the sale of a Gold Note shall be deemed to be the net proceeds of a face amount of First Mortgage Bonds equal to 120% of the face amount of such Gold Note. In computing the amount of deposited moneys which shall be deemed to have been derived from the sale of any Gold Note or of any First Mortgage Bond sold as provided in said Section 2, there shall be taken the price at which it was sold, exclusive of accrued interest and after de¬ duction of the portion apportionable to said note or bond of the commissions or compensation for bankers’ services or undertakings, if any, which was paid in connection with the sale of all of the Gold Notes or First Mortgage Bonds sold at the same time or under the same contract as said note or bond and deducted from the amount deposited hereunder—all as shall appear in the resolutions and certificates or copies thereof received by the Trustee relating to the authentication and delivery of such Gold Notes or First Mortgage Bonds. If at any time the percentage which the various amounts making up any deposited moneys shall be of the respective principal amounts of First Mortgage Bonds of which such amounts of deposited moneys shall be deemed, as hereinabove provided, to be the respective net proceeds shall be a varying 65 figure, because such deposited moneys shall have been derived from the sale of both Gold Notes and First Mortgage Bonds or from notes or bonds at different prices, all such deposited moneys shall, for the purposes of this subsection F, be deemed to be the net proceeds of a principal amount of First Mort¬ gage Bonds of which the sum of such deposited moneys is the average percentage. Section 5. The written resolutions, certificates and other Protection of Trustee. instruments provided for in this Article Second may be ac¬ cepted by the Trustee as conclusive evidence of the facts therein referred to aud of anything pertaining to the right of the Trustee to authenticate or deliver bonds or pay out depos¬ ited moneys and without further inquiry by it shall be deemed to be full authority and protection to the Trustee for the authentication and delivery of bonds and the payment of de¬ posited moneys and for all action or non-action on the faith thereof. The Trustee, however, before authenticating or deliv¬ ering any bonds or paying out any deposited moneys or acting otherwise upon the faith of any instrument fur¬ nished under any of the provisions of this Article may, but shall not under any circumstances be required to, make further inquiry with regard to any statement or state¬ ments contained therein. If the Trustee shall determine to make such further inquiry, it shall be entitled to examine any or all of the property, employees, books and records of the Terminal Company through any representative or repre¬ sentatives whom it may select as well as to make such further examination as it may determine to be proper. The reason¬ able expenses of every such examination shall be paid by the Terminal Company and until paid shall be secured by the lien of this mortgage in priority to the bonds issued hereunder. Unless satisfied as to the truth and accuracy of the statements so investigated, the Trustee shall not be 66 obliged to accept the instrument containing them or to authenticate or deliver any bonds or to pay or order the pay¬ ment of any deposited moneys or to act otherwise upon the faith thereof; but in case the Trustee shall refuse or determine to refuse to accept any certificate or to authenticate or deliver any bonds or to pay or order the payment of any deposited moneys or to act otherwise as contemplated hereby upon the faith thereof, it shall promptly notify the Terminal Company in writing of its action and of the reasons therefor. ARTICLE THIRD. Redemption cr bonds. Publication ot notice. Section 1. The Terminal Company may, at its option, on any semi-annual interest day, pay off and redeem all or any (being $1,000 or any multiple thereof in principal amount) of the First Mortgage Bonds, at the face amount thereof and accrued interest on said face amount and a premium of five per cent, of said face amount if re¬ deemed prior to March 1, 1929, four per cent, if redeemed thereafter and prior to March 1, 1939, and three per cent, if redeemed thereafter ; provided that notice of such election shall be given by publication in two daily newspapers of gen¬ eral circulation, or in one such newspaper and one financial journal, published in the Borough of Manhattan, in the City of New York, once a week for eight successive calendar weeks (in each case upon any day or days of the week) prior to the interest day on which such payment and redemption is to be made, the first publication to be made not less than sixty days nor moie than ninety day's prior to such redemp¬ tion date, stating such election on the part of the Terminal Company and that the interest on the bonds to be redeemed will cease on the next ensuing interest day, and requiring that said bonds be then presented for payment and redemp¬ tion at a place to be specified in the Borough of Manhattan, in the City of New York. In case any of the bonds to be re- 67 deemed shall by the terms thereof be payable at the holder’s option in a place or places other than the City of New York, it shall be the duty of the Secretary of the Terminal Company to publish a similar notice at least once a week for eight suc¬ cessive weeks in one newspaper of general circulation or one financial journal published in each city in which such bonds shall be so payable (the first publication to be made not less than sixty days or more than ninety days prior to such redemp¬ tion date). It shall also be the duty of the Secretary of the Mailing of J J notice. Terminal Company to cause similar notices—addressed to the Trustee and to all of the persons severally who shall appear upon the bond register to be the holders of registered bonds or of coupon bonds registered as to principal and called (in whole or in part) for payment and redemption, at their ad¬ dresses as the same shall appear upon the bond register—to be deposited in the United States mail, postage prepaid, at least sixty days prior to such redemption date. Failure to cause any such notice to be published in any city other than the City of New York, or so to mail any such notice or notices, shall not affect the validity of any such proceedings for the redemption of said bonds. Upon full advertisement of Bonds to become due on such notice by the Terminal Company in the City °fjj®^| mpUon New York (and without other prerequisite or condition) the First Mortgage Bonds and the portions thereof so to be redeemed shall, on the interest day and at the place designated in such notice, become due and payable at their face amount with a premium of 6ve per cent, of said face amount if the day so designated is prior to March 1, 1929, four per cent, if subsequent to March 1, 1929, and prior to March 1, 1939, and three per cent, if such day is March 1, 1939 or later, together with the accrued interest on said face amount to the date of redemption so designated, and from and after the date of redemption so designated (unless the Terminal Company shall make default in the pay¬ ment of said bonds) interest on said First Mortgage 68 Redemption of less than entire Issue. Drawing of bonds. Bonds and portions thereof shall cease, and all tin- matured corqjous for interest appertaining to said bonds shall become and be null and void. On presentation, in accordance with said notice, of said bonds aud (in the case of coupon bonds) of the coupons maturing on said redemption day and all subsequent coupons, said bonds shall be paid by the Terminal Company at the rates herein¬ above provided with accrued interest to such interest day. If not so paid on presentation thereof said bonds shall con¬ tinue to bear interest at the rate of five per cent, per annum until payment. In case less than all of the outstanding First Mortgage Bonds are to be redeemed as aforesaid, the Terminal Com¬ pany shall, at least ten days prior to the date upon which the first publication of the notice of redemption hereinbefore pro¬ vided for is required to be made, deliver to the Trustee a notice stating the amount of bonds which it desires to re¬ deem and the date fixed for such redemption, and thereupon the Trustee shall draw by lot in such manner as it shall determine from the issue numbers of all of the outstanding First Mortgage Bonds the distinguishing numbers of an amount of bonds to the principal amount specified (using in the case of coupon bonds for $1,000 the actual issue numbers thereof respectively, and in the case of coupon bonds for $500 and $100 the actual numbers and letters thereof in groups aggregating $1,000 face amount of the same denomina¬ tion, but not necessarily bearing the same issue number, grouping the same in the order in which said bonds shall have been issued, and using in the case of regis¬ tered bonds the numbers of the reserved coupon bonds in lieu of or in exchange for which such registered bonds were issued respectively) and shall within ten days after receiving the notice aforesaid notify the Terminal Company of the issue numbers and letters of the bonds so drawn. If any bonds the issue numbers whereof shall be so drawn shall be bonds held 69 in reserve against registered bonds the notice of redemption to be advertised and mailed as hereinabove provided shall specify the respective numbers of such registered bonds (and not the issue numbers of the reserved coupon bonds so drawn) and if the issue numbers of all coupon bonds held in reserve against any given registered bond shall not have been drawn Redemption of so that less than the face amount of auy such registered bond J)ond! ered shall be redeemable, said notice shall also specifically state the portion of the face amount thereof which is to be redeemed and that upon presentation of such registered bond for re¬ demption new coupon bonds or new registered bonds as the bondholder shall elect will be issued in lieu of the unredeemed portion of the face amount thereof. Upon the surrender properly endorsed for transfer of a registered bond whereof a portion only of the face amount is to be redeemed, the Terminal Company without charge there¬ for shall issue and the Trustee shall authenticate and deliver a like face amount of new coupon bonds or new registered bonds as the holder shall elect, in lieu of the unredeemed por¬ tion of the face amount of the bond so surrendered. Upon redemption as aforesaid the sums so due and payable to whom ~ payment is for principal and premium upon the coupon bonds shall be t0 be made * paid to the bearers of such coupon bonds unless registered and, if registered, to the registered owners thereof, but in no case shall the Terminal Company be required to make pay¬ ment except upon surrender of the bonds and of all coupons for interest thereon unmatured at the date of redemption designated in such notice, except lost or destroyed coupons which have ceased to be enforcible or against which appro¬ priate amounts of cash have been deposited with the Trustee. The accrued interest represented by coupons maturing on the date of redemption designated in such notice and the interest represented by coupons which shall have matured prior to that date shall continue to be payable (but without interest thereon, unless the Terminal Company shall make default in 70 Deposit of moneys to credit of unsurrendered called bonds. the payment thereof upon demand) to the respective bearers of such coupons. The sums so due and payable upon regis¬ tered bonds without coupons for principal and premium and accrued interest shall be paid to the registered owners of such bonds or to their assigns under duly executed instruments of assignment, but in every case only upon surrender of the bonds properly endorsed for transfer. If at any time on or after the date fixed for the redemp¬ tion of any bond (or any portion of a registered bond) as aforesaid, such bond shall not have been presented for redemption, the Terminal Company may deposit with the Trustee to the credit of such bond (or such portion of a registered bond) designated by the issue number thereof a sum of money equal to the whole (or such por¬ tion) of the face amount thereof and the accrued interest thereon to the date fixed for redemption as aforesaid, and then remaining unpaid, together with a premium on such face amount (or such portion of the face amount) at the rate hereinabove fixed, and such deposit of such sum shall constitute full payment of the bond and coupons thereto be¬ longing (or in the case of a registered bond whereof a portion only of the face amount is to be redeemed full payment of such portion of the face amount thereof and all claims for interest upon such portion of the face amount), as between the Terminal Company and every holder thereof. The sum so deposited with the Trustee shall constitute a trust fund for the holder of such bond or such bond and coupons, but no interest shall accrue thereon in his favor. Any interest allowed by the Trustee upon any sum so de¬ posited shall be paid to the Terminal Company. Thereupon and thereafter such bond and the coupons thereto belonging, if any (or in the case of a registered bond whereof a portion only of the face amount is to be redeemed, such portion of the face amount thereof and all claims for interest upon such por¬ tion of the face amount), shall be excluded from the partieipa- 71 tion in tlie lien and security afforded by this mortgage, and the holder shall look for payment of such bond and accrued interest thereon only to the fund so deposited with the Trustee, and in no event to the Terminal Company or the trust estate. All First Mortgage Bonds redeemed and paid hereunder shall be cancelled and no First Mortgage Bonds shall be issued in substitution therefor, except as aforesaid in the case of registered First Mortgage Bonds a portion only of the face amount whereof has been so redeemed and paid. Section 2. In case all of the First Mortgage Bonds at the Application or moneys held time being outstanding shall at any time be called for redemp- redemption of tion pursuant to the provisions of this Article Third, a p entlre i88ue - moneys tlien held by the Trustee or any of the depositaries under any of the provisions of this indenture (except sums of money received against and placed to the credit of other particular, unsurrenderecl, First Mortgage Bonds, pursuant to the provisions of Section 1 of this Article Third or Section 3 of Article Fifth) shall, upon request of the Ter¬ minal Compauy expressed in a resolution of its Board of Directors or Executive Committee a certified copy whereof shall be delivered to the Trustee, be applied by the Trustee to the redemption and payment of the bonds so called for redemption and any such moneys in excess of the amount necessary for such redemption shall be payable to the Terminal Company. ARTICLE FOURTH. The Terminal Company covenants with the Trustee as covenants of . . Terminal hereinafter m this Article Fourth set forth : company. Section 1 . The Terminal Company will duly and punctually pay the principal of and the interest upon every bond issued covenant to r J r 1 l J pay p r i nc ip a i under this indenture, at the dates and places and in the man- and lnterest - ner mentioned in such bonds or in the coupons thereto be- 72 Deduction for taxes. Extension of interest claims. longing, according to the true intent and meaning thereof, without deduction from either principal or interest for any tax or taxes, assessment or assessments or governmental charges (except the Federal income tax imposed by the the Act of Congress approved October 3, 1913, with respect to income derived from interest paid on said bonds), which the Ter¬ minal Company or the Trustee may be required or permitted to pay thereon or to retain therefrom, under or by reason of any present or future law or ordinance of the United States of America, or of any state, territory, county, munici¬ pality or other taxing authority therein ; and the Terminal Company hereby assumes the payment of all such taxes, assess¬ ments and charges, with the exception aforesaid, imposed by or under any such authority upon the principal of or interest on any of the bonds. The interest on the coupon bonds shall be payable only upon presentation and surrender of the several coupons for such interest as they respectively mature, and, when paid, such coupons shall forthwith be cancelled. The interest on the registered bonds without coupons shall be payable only to the registered holders thereof. In order to prevent any accumulation of coupons and claims for interest after maturity, the Terminal Company expressly covenants that it will not directly, or indirectly, extend, or assent to the extension of, the time for the payment of any coupon or claim for interest on any of the First Mortgage Bonds ; and the Terminal Company will not, directly or indirectly, be a party to or approve of any such arrangement by purchasing or funding said coupons or claims for interest or in any other manner. No purchase of any coupon or any advance or loan thereon by or on behalf of the Terminal Company or by or on behalf of any person or corporation which, by agreement with the Ter¬ minal Company, shall become obligated to the payment of the same, or shall have acquired the trust estate subject to the lieu of this indenture, shall keep such coupons alive 73 or preserve their lien upon the trust estate except suhject to the prior payment in full of all of the First Mortgage Bonds and of all coujions and claims for interest not so purchased or funded. Section 2. At all times until the payment of the First office01 ; Mortgage Bonds, the Terminal Company will keep an office or New ' i0rk - agency in the Borough of Manhattan, in the City of New York, where the First Mortgage Bonds and coupons may be pre¬ sented for payment, and where notices and demands in respect of the First Mortgage Bonds and coupons or under this mort¬ gage may be served or made and will appoint some person having his place of business at such office or agency as the Agent tor agent of the Terminal Company upon whom process in any process - action or proceeding brought by the Trustee (or any of the bondholders if not inconsistent with the terms hereof) for the enforcement of any rights or the exercise of any remedy created or provided for by the First Mortgage Bonds or hereby may be served, and will, from time to time give written notice to the Trustee of the location of such office or agency (or of some bank or trust company in said Borough which may be desig¬ nated by the Terminal Company for such purpose) and of the appointment of such agent for the service of process. In de¬ fault of such written notice, presentation and demand may be made and notice served at the office, in said Borough of Manhattan, of the Trustee and process may be served as aforesaid upon the Trustee, which in that event shall be deemed and be the representative of the Terminal Company for such purpose ; but the Trustee shall be under no duty or obligation with respect to any such notice, presentation, demand or process. Section 3. All property, interests, rights, franchises, pri- After-acquired vileges and immunities of every kind conveyed, assigned sub J ect hereto, or pledged, or comprehended in any manner in the grant¬ ing clauses of this indenture, or which it has been cove- 74 Further assurances. Prior Hens. nanteci or agreed shall be conveyed, assigned or pledged to the Trustee under this mortgage, immediately upon the ac¬ quisition thereof by the Terminal Company and without any further conveyance or assignment, shall become and be subject to the lien of this mortgage as fully and completely as though now owned by the Terminal Company and specifically de¬ scribed in the granting clauses hereof; but at any and all times, the Terminal Company will execute and deliver any and all such further assurances or conveyances or assignments thereof to the Trustee as the Trustee may reasonably direct or require, for the purpose of expressly and specifically sub¬ jecting the same to the lien of this mortgage, and also the Terminal Company will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all and every sncli further acts, deeds, conveyances, transfers and assurances in the law, for the better assuring, conveying, assigning and confirming uuto the Trustee all and singular the estates and property, interests, rights, privileges aud im¬ munities by this mortgage conveyed or assigned, or intended so to be, or which the Terminal Company may be or hereafter become bound to convey or assign to the Trustee, as the Trustee shall reasonably require. Section 4. The Terminal Company will not voluntarily cre¬ ate, or suffer to be created, any debt, lien or charge which would be prior to the lien of this mortgage upon the mortgaged premises, or any part thereof, or upon the income thereof, and will not suffer any lien or charge whatsoever superior to the lien hereof to exist against or upon the bridge across the Mississippi River now being erected by the Terminal Com¬ pany, its approaches, connected tracks, the right of way therefor and the structures thereon or upon any thereof (other than liens now existing and specifically described in the granting clauses hereof) except such claims of material- men, mechanics, laborers and like claims as the Terminal 75 Company shall be bound to discharge or otherwise cause to be removed as next hereinafter provided ; and, within three months after the same shall accrue, it will pay or cause to be discharged, or will make adequate provision to satisfy and discharge, all lawful claims and demands of material- men, mechanics, laborers and others which, if unpaid, may by law be given precedence to this mortgage as a lien or charge upon the trust estate or any part thereof, or the income thereof; provided, that nothing in this Section 4 contained shall re¬ quire the Terminal Company to pay any such debt, lien or charge so long as it shall, in good faith, contest the validity thereof, unless thereb}', in the opinion of the Trustee, the trust estate or some part thereof will be lost, forfeited or materially endangered. Section 5. The Terminal Company from time to time will Taxes, pay and discharge or cause to be paid and discharged, all taxes, assessments and governmental charges (the lien whereof would be prior to the lien hereof) lawfully imposed upon the trust estate or upon any part thereof, or upon the in¬ come and profits thereof, and also all taxes, assessments and governmental charges lawfully imposed upon the lien or interest of the Trustee in respect of such premises or income, so that the lien and priority of this mortgage shall be fully preserved at the cost of the Terminal Company without ex¬ pense to the Trustee or the bondholders ; provided, however, that the Terminal Company shall have the right to contest any such tax, assessment or charge, and pending such contest, may delay or defer the payment thereof, unless thereby, in the opinion of the Trustee, the trust estate or some part thereof will be lost, forfeited or materially endangered. Section 6. The Terminal Company shall and will, at all insurance, times, keep insured its buildings, and all other structures erected, or to be erected, on the mortgaged premises and all other property subject to the lien of this mortgage, of a 7fi character usually insured, and in a customary manner. The proceeds of any such insurance upon any property subject to this mortgage shall be paid to the Trustee and shall be set apart and held by the Trustee as part of the trust estate and shall be paid out by the Trustee for the purposes and in substantially the same manner and subject to substantially the same condi¬ tions and limitations and, so far as the provisions therefor shall be applicable, upon like resolutions, certificates, and, if the case shall require, conveyances of property, opinions, releases, affidavits, vouchers and other instruments to be delivered to the Trustee, as deposited moneys are authorized to be paid out by the provisions of Section 4 of Article Second of this in¬ denture ; provided, further, that nothing contained iu said Article Second or elsewhere in this indenture shall be taken to prohibit the use of such insurance moneys for the replace¬ ment of the property damaged or destroyed with respect to the damage or destruction whereof such insurance moneys shall have been collected. Any new property so acquired by the Terminal Company ipso facto shall become and be subject to this mortgage as fully as though specifically mortgaged or assigned hereby, but, if requested by the Trustee, the Terminal Company will convey and assign the same to the Trustee by appropriate deeds or other instruments upon the trusts and for the pur¬ poses of this mortgage, and will cause the same to be regis¬ tered, recorded or filed in such manner as appropriately to secure and continue the lien of this mortgage thereon. i^a8esana npon any unexpended moneys at any time remain¬ ing in the sinking fund shall be added to the sinking fund. All moneys at any time constituting a part of the sinking fund (except sums of money placed to the credit of unsurrendered First Mortgage Bonds, pursuant to the provisions of Section 3 of this Article Fifth), shall be deemed a part of the security of this mortgage, and said moneys shall be deemed, unless such meaning be incon¬ sistent with the intent of this Article Fifth, to be included within the term “ trust estate ” used herein, and if the trust estate shall be sold either under the power of sale herein pro¬ vided for or under any decree of court based hereon then the money in the sinking fund (except as aforesaid) shall be added to the proceeds of such sale and dealt with as if the same were a part thereof. Section 7. All expenses incident to the management and administration of the sinking fund and the redemption of bonds thereunder and reasonable compensation to the Trustee for its services with respect thereto shall be paid therefrom. The assent of the Terminal Company to any charge for such expenses or compensation shall be conclusive in favor of the Trustee, and shall bind the bondholders and all other parties interested hereunder. 87 ARTICLE SIXTH. Section 1. Neither any coupon belonging to any First owfgatio ns Mortgage Bond, nor any claim for interest on any registered transferred apart from bond, which in any way, at or after maturity, shall havet> ond deferred 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 a default hereunder, to any benefit of or from this mortgage, except after the prior payment in full of the principal of all the bonds issued hereunder, and of all coupons and interest obligations not so transferred or pledged. Section 2. If one or more of the following events, herein- of after called the events of default, shall happen, that is to say : (a) default shall be made in the payment of any instalment of interest on any of the First Mortgage Bonds or in the payment of any instalment of sinking- fund moneys herein provided to be made, when and as either of the same shall become payable as in said bonds and herein expressed, and such default shall continue for the space of thirty days ; or (b) default shall be made in the payment of the principal of any of said bonds when the same shall become due and payable either by the terms thereof or by declaration or otherwise as herein provided ; or ( c ) the right or franchise to construct and operate a bridge across the Mississippi River granted to the Ter¬ minal Company by the Act of Congress approved July 20, 1912, as amended by the Act approved August 23, 1912, shall expire or cease to be operative by reason of the failure of the Terminal Company to complete said bridge within the time permitted by law (as extended by the Act of Congress approved February 15, 1915, and as the same may be hereafter duly extended by Act or 88 Acts of Congress) or upon revocation or annullment thereof by the Secretary of War or other officer there¬ unto authorized or for any other reason ; or (d) default shall be made in the observance or per¬ formance of any other of the covenants, conditions and agreements on the part of the Terminal Company, its successors or assigns, in the First Mortgage Bonds or in this indenture contained, and such default shall continue for the space of three months after written notice from the Trustee to the Terminal Company specifying such default and requiring the same to be remedied ; or (e) an order shall be made for the appointment of a receiver or of receivers of the Terminal Company or of the trust estate or of any part thereof ; or (f) an order shall be made for the appointment of a receiver or of receivers of (1) St. Louis, Iron Mountain and Southern Railway Company or (2) St. Louis South¬ western Railway Company after or simultaneously with the appointment of a receiver or of receivers of the other of said two companies, and before the receivers of The Chicago, Rock Island and Pacific Railway Com¬ pany shall have been relieved of obligation on the guaranty of the First Mortgage Bonds; or an order shall be made for the appointment of a receiver or of receivers of (1) any corporation that shall succeed to the receivers of The Chicago, Rock Island and Pacific Railway Company in obligation upon the guaranty of the First Mortgage Bonds or (2) St. Louis, Iron Moun¬ tain and Southern Railway Company or (3) St. Louis Southwestern Railway Company after or simultaneously with the appointment of a receiver or receivers of each of the other two of such three companies ; or (g) a judgment shall be entered against the Termi¬ nal Company or any grantee in possession of the trust 89 estate or a substantial portion thereof or an attachment shall be levied upon any property of the Terminal Com¬ pany and for the space of ten days after the entry or levy thereof such judgment shall remain in force and shall not be stayed or the payment thereof shall not be secured by bond on appeal or such attachment shall not be vacated or discharged ; I then and in each and every such case the Trustee, personally, Entry by J _ 1 J Trustee. or by its agents or attorneys, may enter into and upon all or any part of the property and premises, lands, rights, interests and franchises hereby conveyed or intended so to be, constituting the trust estate, and each and every part thereof, and may exclude the Terminal Company, its agents and servants, wholly therefrom ; and, having and holding the same, may use, operate, manage and control said property and premises, and conduct the business thereof, either personally or by its superintendents, managers, re¬ ceivers, agents and servants or attorneys ; and upon every such entry the Trustee, at the expense of the trust estate, from time to time, either by purchase, repairs or construction, may maintain and restore and may insure or keep insured the structures, equipment and other property erected or pro¬ vided for use in connection with said premises whereof it shall become possessed as aforesaid, and likewise, from time to time, at the expense of the trust estate, may make all necessary or proper repairs, renewals and replacements, and useful alterations, additions, better¬ ments and improvements thereto and thereon, as to it may seem judicious; and in such case the Trustee shall have the right to manage the mortgaged property and to carry on the business and exercise all rights and powers of the Terminal Company, either in the name of the Terminal Company or otherwise, as the Trustee shall deem best. And the Trustee shall be entitled to collect and receive all tolls, earnings, in- 90 Application Trustee of moneys collected. come, rents, issues and profits of the same and every part thereof. And after deducting the expenses of operating said property, and of conducting the business thereof and of all repairs, maintenance, renewals, replacements, alterations, ad¬ ditions, betterments, and improvements, and all payments which maybe made for taxes, assessments, insurance, and prior or other proper charges upon the trust estate, or any part thereof, as well as just and reasonable compensation for its own services, and for all attorneys, agents, clerks, servants and other employes by it properly engaged and employed, the by Trustee shall apply the moneys arising as aforesaid, as follows : (a) In case the principal of the First Mortgage Bonds shall not have become due, to the payment of the interest in default in the order of the maturity of the semi-annual instalments of such interest, with in¬ terest thereon at the rate of five per cent, per anuum, such payments to be made ratably to the persons en¬ titled thereto, without any discrimination or preference ; (. b ) Incase the principal of the First Mortgage Bonds shall have become due, by declaration or otherwise, first to the payment of the accrued interest, with interest on the overdue semi-annual instalments thereof at the rate of five per cent, per annum, in the order of the maturity of the instalments, and next to the payment of the principal of all the First Mortgage Bonds ; in every instance such payments to be made ratably to the persons entitled thereto, without any discrimination or preference. The provisions of paragraphs (a) and (b) last hereinabove contained are not, however, intended in anywise to modify the provisions of Section 1 of this Article Sixth or of Section 3 of Article Fifth or of Section 1 of Article Fourth but are sub¬ ject thereto. Upon the payment in full of whatever may be due for 91 principal and interest and payable for other purposes and Return of property to after making provision satisfactory to the Trustee for the Terminal payment of the semi-annual instalment of interest on the First Mortgage Bonds next maturing, the properties, premises, lands, rights, interests and franchises aforesaid shall be returned to the Terminal Company, and the Terminal Company and the Trustee (unless all of the First Mortgage Bonds shall have been paid in full, principal and interest) shall be restored to their former positions and rights hereunder in respect to the mortgaged premises. Section 3. In case (a) default shall be made in the payment of any Declaration of maturity of instalment of interest on any of the First Mortgage bonds. Bonds or in the payment of any instalment of sinking fund moneys herein provided to be made, when and as either of the same shall become payable as in said bonds and herein expressed, and such default shall continue for the space of thirty days ; or (i b ) default shall be made in the payment of the principal of any of said bonds when the same shall become due and payable upon proceedings for redemp¬ tion as hereinbefore provided ; or ( c ) the right or franchise to construct and operate a bridge across the Mississippi River granted to the Terminal Company by the Act of Congress approved July 20, 1912, as amended by the Act approved August 23, 1912, shall expire or cease to be operative by reason of the failure of the Terminal Company to complete said bridge within the time permitted by law (as ex¬ tended by the Act of Congress approved February 15, 1915, and as the same may be hereafter duly extended by Act or Acts of Congress) or upon revocation or annulment thereof by the Secretary of War or other officer thereunto authorized or for any other reason ; or (d) default shall be made in the observance or per¬ formance of any other of the covenants, conditions and 92 agreements on tlie part of the Terminal Company, its successors or assigns, in the First Mortgage Bonds or in this indenture contained, and such default shall con- tine for the space of three months after written notice from the Trustee to the Terminal Company specifying such default and requiring the same to be remedied ; or (e ) an order shall be made for the appointment of a receiver or of receivers of the Terminal Company or of the trust estate or of any part thereof and for the sjjace of three months after the entry of sucli order such re¬ ceiver or receivers shall not be discharged ; or (/) an order shall be made for the appointment of a receiver or of receivers of (1) St. Louis, Iron Mountain and Southern Railway Company or (2) St. Louis South¬ western Railway Company after or simultaneously with the appointment of a receiver or of receivers of the other of said two companies and before the receivers of Tlie Chicago, Rock Island and Pacific Railway Com¬ pany shall have been relieved of obligations on the guaranty of the First Mortgage Bonds; or an order shall be made for the appointment of a receiver or of receivers of (1) and corporation that shall succeed to the receivers of The Chicago, Rock Island and Pacific Railway Company in obligation upon the guaranty of the First Mortgage Bonds or (2) St. Louis, Iron Mountain and Southern Railway Company or (3) St. Louis South¬ western Railway Company after or simultaneously with the appointment of a receiver or of receivers of each of the other two of such three companies—and in either of such events for the space of six months after the entry thereof such order shall not be finally vacated, revoked or annulled with the effect that the corporation which shall be the subject of such order shall be unconditionally reinstated in full possession and control of substantially the same property as it possessed prior to the entry of such order; 93 then and in every such case, unless the principal of the First Mortgage Bonds shall already have become due, the Trustee, upon the written request of the holders of at least a majority in amount of the First Mortgage Bouds then outstanding, shall, or in case any of the events hereinbefore set forth in clauses (a), (b), ( c) and (d) of this Section 3 shall happen then, whether or not so requested, in its discretion may, by notice in writing delivered to the Terminal Company, declare the principal of all the First Mort¬ gage Bonds then outstanding to be due and payable im¬ mediately, and upon any such declaration the same shall become and be immediately due and payable, anything in this indenture or in said bonds contained to the contrary notwithstanding. This provision, however, is subject to waiverby^ the condition that if, at any time after the principal of said of maturity 011 bonds shall have been so declared due and payable, and, before any sale of the trust estate shall have been made, all arrears of iuterest upon all the First Mortgage Bonds then outstanding, with interest on overdue installments of interest at the rate of five per cent, per annum, together with the reasonable charges and expenses of the Trustee, its agents and attorneys, shall either be paid by the Terminal Company or be collected out of the trust estate, and all other defaults under the First Mortgage Bonds or under this indenture shall be made good to the satisfaction of the Trustee, then and in such case the holders of a majority in amount of the First Mortgage Bouds then outstanding, by written notice to the Terminal Company and to the Trustee, may waive such de¬ fault and its consequences ; but no such waiver shall extend to or affect any subsequent default or impair any right con¬ sequent thereon. Section 4. If one or more of the events of default shall have °eiauft nt ot happened, the Trustee, with or without entry, personally or by seii S property or take legal attorney, in its discretion, either proceedings. (a) may sell, subject, to prior existing liens thereon, 94 Duty ot Trustee to act upon request of bondholders. if any, to the highest and best bidder, all and singular the trust estate under this mortgage, including all rights, franchises, interests and real and personal property of every kind, and appurtenances and all right, title and interest, claim and demand therein, and all right of redemption thereof ; such sale or sales shall be made at public auction at such place in the City of Memphis, in the State of Tennessee, or at such other jfiace or places and at such time or times, and upon such terms, as the Trustee in its discretion may fix and briefly specify in the notice of sale to be given as herein pro¬ vided, or as may be required by law ; or (b) may proceed to protect and to enforce its rights and the rights of bondholders under this mortgage, by a suit or suits in equity or at law, or by any special or statutory proceedings, whether for the specific perform¬ ance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforce¬ ment of the guaranty of the First Mortgage Bonds, or for the enforcement of any other appropriate legal or equitable remedy, as the Trustee, being advised by counsel learned in the law, shall deem most effectual to protect and enforce any of its rights or duties here¬ under or the rights of the holders of the First Mort¬ gage Bonds. Section 5. Upon the written request of the holders of twenty- five per cent, in amount of the First Mortgage Bonds then out¬ standing, in case one or more of the events of default shall have happened, 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 First Mortgage Bonds, and to exercise the right of entry or of sale herein conferred, or both, or 95 to take appropriate judicial proceedings l>y action, suit or otherwise (which may comprise or include the enforcement of the guaranty of the First Mortgage Bonds as provided in Section 14 of this Article Sixth) as the Trustee, being advised by counsel learned in the law, shall deem most expedient in the interest of the holders of the First Mort¬ gage Bonds. Anything in this indenture contained to the Holders of 00 J ° ... majority In contrary notwithstanding, the holders of a majority in amount of the First Mortgage Bonds then outstanding shall have the proceedings, right to direct and control the action of the Trustee and the method and place of conducting any and all proceedings for any sale of the property hereby mortgaged or pledged, or for the foreclosure of this indenture, or for the appointment of a receiver, or for the enforcement of the First Mortgage Bonds or of the guaranty thereof, or any other remedy hereunder. Section 6. In the event of anv sale, whether made tin- Properties to tie sold as an der the power of sale herein granted or conferred or entlret y- under or by virtue of judicial proceedings, the whole of the property subject to this mortgage shall be sold in one parcel and as an entirety, including all the railways, bridge, structures, equipment and other property, both real and per¬ sonal, rights, titles, estates, franchises, leasehold interests, contracts and other interests of every name and nature, unless such sale as an entirety is impracticable by reason of some statute or other cause, or unless the holders of a majority in amount of the First Mortgage Bonds then outstanding shall in writing request the Trustee to cause said premises to be sold in parcels, in which case, unless prevented by statute or other cause, the sale shall be made in such parcels and iu such order as may be specified in such request. The Terminal Company, for itself and all property Uave persons and corporations hereafter claiming through or“a/vea. lea under it or who may at any time hereafter become holders of liens junior to the lien of this mortgage, hereby expressly waives and releases all right to have 96 Notice of sale. Adjournment of sale. Vesting title purchaser. the property and estates comprised in the security in¬ tended to be created by this mortgage marshaled upon any foreclosure or other enforcement hereof, and the Tiustee, or any court in which the foreclosure of this mortgage or administration of the trusts hereby created is sought, shall have the right as aforesaid to sell the entire property of every description comprised in or subject to the trusts created by this mortgage as a whole in a single lot. Section 7. Notice of any sale pursuant to any provision of this indenture shall state the time and place when and where the same is to be made, and shall contain a brief general description of the property to be sold, and shall be sufficiently given if published once in each week for six successive weeks prior to such sale in a newspaper published in the Borough of Manhattan, in the City of New York, and a newspaper published in Memphis, Tennessee, and a news- paper published in Little Rock, Arkansas, and a newspaper published in Crittenden County, Arkansas, unless another and different notice or publication thereof shall be required by law, in which event, the notice or publication thus required shall be given aud made. Section 8. The Trustee may adjourn from time to time any sale by it to be made under the provisions of this in¬ denture, by announcement at the time and place appointed for such sale, or for such adjourned sale or sales ; and without other or further notice or publication, unless required by law, it may make such sale at the time and place to which the same shall be adjourned. Section 9. Upon the completion of any sale or sales under this indenture, the Trustee shall execute and deliver to the accepted purchaser or purchasers, his or their successors or assigns, a good and sufficient deed or good and sufficient deeds and other instruments conveying, assigning and 97 transferring the properties and franchises sold. The Trustee conveyance by and its successors hereby are appointed the true and lawful autnorlzed - attorneys irrevocable of the Terminal Company in its name and stead to make all necessary conveyances, as¬ signments and transfers of property thus sold : and for that purpose it or any of such successors may execute all necessary deeds and instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power; the Terminal Company hereby ratifying and confirming all that its said attorneys or such substitute or substitutes shall law¬ fully do by virtue hereof. Nevertheless the Terminal Com¬ pany shall, if so requested by the Trustee, ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers, his or their successors or assigns, all such instruments as may be necessary or in the judgment of the Trustee proper for the purpose or as may be designated in such request. Any such sale or sales made under or by virtue of th is Sal ? to divest indenture, whether under the power of sale herein granted company, and conferred, or under 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 Terminal Company, of, in and to the premises and property so sold, and shall be a perpetual bar both at law and in equity against the Terminal Company, its successors and assigns, and against any and all persons claiming or to claim the premises and prop¬ erty sold or any part thereof from, through or under the Terminal Company, its successors or assigns. The personal property and chattels conveyed or intended Mortgaged^ to be conveyed by or pursuant to this mortgage shall be taken reaiestate re(i and considered real estate for the purposes of this mortgage, and shall be held and taken to be fixtures and appurtenances of said terminal property, and part thereof, and are to be used and sold therewith, and not separate therefrom, except as herein otherwise provided. 98 Purchaser protected. Principal of bonds to become due on sale. Application of proceeds of sale. Section 10. The receipt of the Trustee or of the court officer makiug any such sale for the purchase money paid at any such sale shall be a sufficient discharge therefor to any purchaser of the property or any part thereof, sold as aforesaid; and no such purchaser or his representatives, grantees or assigns, after paying such purchase money and receiving such receipt, shall be bound to see to the applica¬ tion 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 11. In case of a sale under any of the foregoing provisions of this Article Sixth, whether made under the power of sale herein granted or pursuant to judicial proceed¬ ings, the principal sums of the First Mortgage Bonds, if not previously due, shall immediately thereupon become due and payable, anything in said bonds or in this indenture to the contrary notwithstanding. Section 12. The purchase money, proceeds or avails of any such sale, whether made under the power of sale herein granted or pursuant to judicial proceedings, together with any other sums which then may be held by or for the account of the Trustee under any of the provisions of this indenture as part of the trust estate or the proceeds thereof (except sums received against and placed to the credit of uusurreudered First Mort¬ gage Bonds, pursuant to the provisions of Section 1 of Article Third and Section 3 of Article Fifth), or of some part thereof, shall bo 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 99 expenses, liabilities and advances made or incurred by the Trustee, and to the payment of all taxes, assess¬ ments or liens superior to the lien of this mortgage, except any superior liens and any taxes, assessments or charges subject to which the property shall have been sold. Second. To the payment of the whole amount then owing or unpaid upon the First Mortgage Bonds for principal and interest, with interest on the overdue instalments of interest at the rate of five per cent, per annum ; and in case such proceeds shall be insuffi¬ cient to pay in full the whole amount so due and unpaid upon said bonds, then to the payment of the principal and interest of said bonds, without preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other instal¬ ment of interest, ratably to the aggregate of such prin¬ cipal and the accrued and unpaid interest ; subject, however, to the provisions of Section 1 of this Article Sixth, Section 3 of Article Fifth and of Section 1 of Article Fourth. Third. To the payment of the surplus, if any, to the Terminal Company, its successors or assigns, or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction mav direct. Section 3 3. Upon auv such sale by the Trustee or pursu- Purctiaser ant to judicial proceedings, any purchaser, for or in settlement apply* bonds and coupons on or payment of the purchase price of the property purchased, P urcUase P rlce - shall be entitled (subject to the provisions of Section 1 of this Article Sixth, Section 3 of Article Fifth and Section 1 of Article Fourth) to use and apply any First Mortgage Bonds and any matured and unpaid coupons by presenting such bonds and coupons in order that there may be credited thereon the sums applicable to the payment thereof out of the net 100 proceeds of such sale to the owner of such bonds and cou¬ pons as his ratable share of such net proceeds, after the de¬ duction of costs, expenses, compensation and other charges mentioned in paragraph First of Section 12 of this Article Sixth ; 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 bond¬ holders may bid for and purchase such property, and may make payment therefor as aforesaid, and upon compliance with the terms of sale, may hold, retain and dispose of such prop¬ erty without further accountability. Section 14. The Terminal Company covenants that (1) in case default shall be made in the payment of any interest on auv First Mortgage P>ond or Bonds at any time outstanding, or in the payment of any in¬ stalment of sinking fund moneys to be paid as herein provided, and any such default shall have continued for a space of thirty days, or (2) in case default shall be made in the payment of the principal of any such bond or bonds when the same shall become payable, whether upon the maturity of said bonds or upon declaration as authorized by this indenture or upon a sale as set forth in Section 11 of this Article Sixth or otherwise, then upon demand of the Trustee, the Terminal Company will pay to the Trustee, for the benefit of the holders of the First Mortgage Bonds and coupons then outstanding (other than First Mortgage Bonds duly called for redemption to the credit of which funds are held in reserve by the Trustee as provided in Section 1 of Article Third or Section 3 of Article Fifth) the whole amount which then shall have On default Terminal Company agrees to make payment of Ponds and coupons to Trustee. 101 become due and payable on all such bonds and coupons, for interest or principal, or both, as the case may be, with interest upon the overdue principal and installments of inter¬ est at the rate of five per cent, per annum ; and in case the Terminal 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 for the whole amount so due and unpaid. In case the principal of the First Mortgage Bonds shall company mils have become due and payable by declaration as provided in c°patdeclared or become due Section 3 of this Article Sixth, or upon a sale as provided in t^ArucuP 1 Section 11 of this Article Sixth, and the Terminal Company enforce 6 may shall fail to pay the same to the Trustee forthwith upon de- guaranty ‘ mand, the Trustee may in its discretion, and at the request of the holders of twenty-five per cent, in amount of the First Mortgage Bonds then outstanding upon being indemnified as hereinafter provided shall, proceed by a suit or suits at law or in equity or by any special or other statutory proceeding to enforce for the benefit, ratably, of the holders of the First Mortgage Bonds then outstanding the guaranty of the pay¬ ment of the whole amount so declared or become due for principal. The Trustee shall bo entitled to recover judgment against J™stee ^ the Terminal Company and to enforce said guaranty as afore- judgment and . . , . enforce said, or to take either such action, before or after or during the guaranty irre- pendency of any proceedings for the enforcement of the lien of proceedings, this mortgage; and the right of the Trustee to recover such judgment or enforce such guaranty shall not be affected by any entry or sale hereunder, or by the exer¬ cise of any other right, power, or remedy for the enforce¬ ment of the provisions of this indenture or the fore¬ closure of the lien thereof; and in case of a sale of the property subject to this mortgage, and of the application of the proceeds of sale to the payment of the debt hereby secured, the Trustee, in its own name and as trustee of an express 102 Trustee may recover and enforce deficiency Judgment. Recovery by Trustee on bonds or guaranty not to affect lien hereof. Application of moneys collected by Trustee under this section. trust, shall be entitled to enforce against the Terminal Com¬ pany, for the benefit of the holders of the First Mortgage Bonds and coupons then outstanding (other than First Mort¬ gage Bonds duly called for redemption, to the credit of which funds are held in reserve by the Trustee as provided in Section 1 of Article Third or Section 3 of Article Fifth) all amount then remaining due and unpaid upon any and all such bonds and coupons, and shall be entitled to recover judgment for any portion of the debt remaing unpaid with interest, and shall be entitled to enforce against the corporations, receivers or per¬ sons liable upon said guaranty, or any thereof, payment of, and to receive, all amounts then remaining due and payable upon any and all such bonds. No recovery by the Trustee of any such judgment or upon an}' such guaranty, and no levy of auy execu¬ tion by the Trustee upon property subject to this mortgage, or upon any other property, shall in any manner or to any extent affect the lien of this mortgage upon the property, or any part of the property, subject to this mortgage, or any rights, powers or remedies of the Trustee hereunder or upon such guaranty, or any lien, rights, powers or remedies of the holders of the First Mortgage Bonds and coupons, but such lien, rights, powers and remedies of the Trustee and of the holders of bonds and coupons shall continue unimpaired as before. Any moneys thus collected by the Trustee under this Sec¬ tion 14 shall be applied by the Trustee, fh-st, to the payment of the expenses, disbursements and compensation of the Trus¬ tee, its agents and attorneys, and, second, towards the pay¬ ments of the amounts then due and unpaid upon such bonds and coupons in respect of which such moneys shall have been collected, ratably aud without any preference or priority of any kind (except as provided in Section 1 of this Article Sixth and in Section 1 of Article Fourth), according to the amounts due and payable upon such bonds and coupons, respectively, at the date fixed by the Trustee for the distribution of such 103 moneys, upon presentation of the several bonds and coupons and stamping sucli payment thereon, if partly paid, and upon surrender thereof for cancellation, if fully paid. Section 15. The Terminal Company will not, at any time, waiver of stay . . . or extension insist upon or plead, or in any manner whatever claim, or and of r r > j valuation or take the benefit or advantage of, any stay or extension law fawsanTof nt or laws, now or at any time hereafter in force ; nor will it redemption, claim, take or insist upon any benefit or advantage from any law now or hereafter in force providing for the valu¬ ation or appraisement of the property, or any part of the property, subject to this mortgage, prior to any sale or sales thereof to be made pursuant to any provision 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 any statute enacted by the United States of America or by any state or otherwise to redeem the property so sold or any part thereof ; and it hereby expressly waives all benefit and advantage of any such law or laws, and it 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 per¬ mit the execution of every such power as though no such law or laws had been made or enacted. In case any law such as is in this section above mentioned or referred to and now in force, of which the Terminal Com¬ pany might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be enforced such law shall not be deemed to have become or to constitute any part of the contract contained in this indenture. Section 1G. Upon filing a bill in equity, or upon com-Rights of . Trustee upon mencement of any other judicial proceedings, to enforce any c °mmence- right of the Trustee or of the bondholders under this inden-proceedings. ture or upon the bonds or the guaranty thereof, the 104 Trustee entitled to appointment ot receiver. Surrender of possession by Terminal Company to Trustee. Trustee shall be entitled to exercise the right of entry, and also any and all other rights and powers herein con¬ ferred and provided to be exercised by the Trustee upon the happening of an event of default as hereinbefore pro¬ vided ; and, as matter of right, the Trustee shall be entitled to the appointment of a receiver of the premises and property subject to this mortgage, and of the earnings, income, revenue, rents, issues and profits thereof, with such powers as the court making such appointment shall confer; but notwithstanding the appointment of any re¬ ceiver, the Trustee shall be entitled, as pledgee, to continue to retain possession and control of any cash and property de¬ posited or pledged or to be deposited or pledged with the Trustee or depositaries hereunder. Section 17. At any time hereafter before full payment of the First Mortgage Bonds, and whenever it shall deem it ex¬ pedient for the better protection or security of such bonds (although then none of the events of default shall have hap¬ pened), the Terminal Company, with the consent of the Trustee, may surrender and may deliver to the Trustee full possession of the whole or any part of the property, premises and interests hereby conveyed or assigned or intended so to be for any period fixed or indefinite. In such event the Trustee shall enter into and upon the premises and property so surrendered and delivered, and shall take and receive possession thereof for such period, fixed or indefinite, as aforesaid, without prejudice, however, to its right at any time subsequently, when entitled thereto by any provision of this indenture, to insist upon maintaining and to maintain, such possession though beyond the expiration of any such prescribed period, and the Trustee, from the time of its entry upon such premises and property, shall work, maintain, use, manage, control and employ the same in accordance with the provisions of, and shall receive 105 and apply the income and revenues thereof as pro¬ vided in, Section 2 of this Article Sixth. Upon applica¬ tion of the Trustee, and with the consent of the Terminal Company, if none of the events of default has happened, and without such consent if then one of the events of default has happened, a receiver may be appointed to take possession of, and to operate, maintain and man¬ age the whole or any part of the property subject to this mortgage, and the Terminal Company shall transfer and deliver to such receiver all such property, wheresoever the same may be situated; and in every case, when a re¬ ceiver of the whole or of any part of said property shall be appointed under this Section 17, or otherwise, the net in¬ come and profits of such property shall be applied as pro¬ vided in Section 2 of this Article Sixth with reference to the net income and profits collected by the Trustee in possession ; provided, however, that notwithstanding the appointment of any such receiver, the Trustee, as pledgee, shall be entitled to retain possession and control of any cash and property deposited or pledged or to be deposited or pledged with the Trustee or depositaries hereunder. Section 18. No holder of any First Mortgage Bond Bondholders not to sue until or coupon shall have any right to institute any suit, action anlmndemnity or proceeding in equity or at law or any special or statutory Trustee! t0 proceeding for the foreclosure of this mortgage, or for the execution of any trust hereunder, or for the appointment of a receiver, or for the recovery, whether from the Terminal Company or upon any guaranty, of any amount declared or become due and payable for principal on any of the First Mortgage Bonds before the date of maturity therein ex¬ pressed as in Section 3 or iu Section 11 of this Article provided, or for any remedy hereunder, un¬ less such holder previously shall have given to the Trustee written notice of default and ' of the con- 106 Rights here¬ under may be enforced by Trustee with¬ out possession of bonds or coupons. Remedies cumulative. tinuance thereof, as hereinbefore provided, nor unless also the holders of twenty-five per cent, in amount of the First Mortgage Bonds then oustanding shall have made written request upon the Trustee and shall have afforded to it a reasonable opportunity either to proceed to exer¬ cise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name; nor, unless, also, they shall have afforded to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby ; and such notification, request and offer of indemnity are hereby declared in every such case, but only at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this indenture and to any such suit, action, proceeding, or remedy ; it being understood and intended that no one or more holders of First Mortgage Bonds and coupons shall have any right in any manner whatever by his or their action to affect, dis¬ turb or prejudice the lien of this mortgage, or to enforce any right hereunder, or to recover the amount so declared or become due and payable for principal before the date of maturity expressed in the bonds, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all holders of such outstanding bonds and coupons. All rights of action under this indenture or upon said guaranty or hereby authorized to be enforced by the Trustee may be enforced by it without possession of the First Mort¬ gage Bonds or coupons outstanding hereunder or any thereof or the production of the same upon the trial or upon any other proceeding relative thereto. Section 19. Except as herein expressly provided to the contrary, no remedy herein conferred upon or reserved to the 107 Trustee or to the holders of First Mortgage Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in ad¬ dition to every other remedy given hereunder or now or here¬ after existing at law or in equity or by statute. Section 20. No delay or omission of the Trustee or of any Delay not a holder of First Mortgage Bonds to exercise any right or power default - accruing upon any default, shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein ; and every power and remedy given by this Article Sixth to the Trustee and to the bondholders respectively, may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the bond¬ holders, respectively. Section 21. In case the Trustee shall have proceeded to en-upon termi- 1 nation of pro- force any right under this indenture by foreclosure, entry orTm rrana.1 otherwise, and such proceedings shall have been discontinued Trustee 7 ancl restored to or abandoned because of waiver or for any other reason, or shall have been determined adversely to the Trustee, then, and in every such case, the Terminal Company and the Trustee shall severally and respectively be restored to their former position and rights hereunder in respect of the trust estate and every part thereof, and all rights, remedies and powers of the Trustee shall continue as though no such proceedings had been taken. ARTICLE SEVENTH. No recourse for the payment of the principal of or interest offlcers° r di- ors ’ upon any of the First Mortgage Bonds or coupons or for any stockholders . exempt from demand or claim based thereon or on this mortgage or exist- liability, ing otherwise by reason or in respect thereof or hereof or arising because of the creation of any indebtedness hereby secured or based upon or arising out of any covenant, agree- 108 ment or obligation contained in this indenture or in any bond or coupon or any breach of any thereof, shall be had against any person by reason of his being or having been an in¬ corporator, officer, director or stockholder, past, present or future of the Terminal Company or of any predecessor or successor corporation (including any successor in person, es¬ tate or obligation), either directly at the suit of any creditor or through the Terminal Company or any predecessor, assignee, grantee or successor corporation, by the enforcement of any subscription, assessment, call, payment or otherwise, or through any receiver, assignee, trustee in bankruptcy or other represen¬ tative of the Terminal Company or its creditors or by any legal or equitable proceeding or in any other manner, whether for amounts unpaid on stock subscriptions or for any liability of any kind, by virtue of any constitution, statute, contract, express or implied, representation, rule of law or other¬ wise (save only against directors or officers for malfeasance or gross negligence in the performance of their duties as such directors or officers) ; it being expressly agreed and under¬ stood that this mortgage and the obligations hereby se¬ cured are solely corporate obligations, and that no per¬ sonal liability whatever (save only as aforesaid) shall at¬ tach to or be incurred by any person by reason of his being or having been an incorporator, officer, director, or stockholder, past, present or future of the Terminal Com¬ pany, or of any predecessor, assignee, grantee 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 con¬ tained 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 (save only as aforesaid), and any and all rights and claims against every such person arising by reason of his being or having been such incorporator, officer, director or stockholder or whether 109 at common law or in equity, or created by statute or con¬ stitution, are hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of this indenture and the issue of the bonds and interest obligations hereby secured. ARTICLE EIGHTH. Any notice, consent, demand, direction, request or other Form and J ’ ’ 1 proof of instrument, required by this indenture to be signed and f^^mentsby i n bondholders. executed by bondholders, may be in any number ot con¬ current writings of similar tenor, and may be signed or executed by such bondholders in person or by agent appointed in writing. Proof of the execution of auy such notice, consent, demand, direction, request or other instrument, or of the writ¬ ing appointing any such agent, and of the ownership by any person of bonds, shall be sufficient for any purpose of this indenture, and shall be conclusive in favor of the Trustee and of the Terminal Company, with regard to action taken by them or either of them under such instrument, if such proof be made in the following manner : The fact and date of the execution by any person of any such notice, consent, demand, direction, request, or other instrument in writing may be proved by the certificate of any notary public or other officer in any jurisdiction authorized by the laws thereof to take ac¬ knowledgments of deeds to be recorded therein, that the person signing such demand, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness to such execution. The fact of the holding by auy bondholder of cou- proof ot ownership of pon bonds transferable by delivery, and the amounts and 13011118 - issue numbers of such bonds, and the date of his hold¬ ing the same, may be proved by a certificate executed 110 Release of separate wagon-way attached to Terminal Company’s bridge and approaches. by any trust company, bank, or bankers or other de¬ positary (wherever situated), if such certificate shall be deemed by the Trustee to be satisfactory, showing that, at the date therein mentioned, such person had on de¬ posit with such depositary the bonds described in such certificate. For all purposes of this indenture and of any proceeding 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 the.contrary. The ownership of registered coupon bonds or of registered bonds without coupons shall be proved by the registers of such bonds. ARTICLE NINTH. Section 1. The Terminal Company may at any time and from time to time sell, convey, transfer and assign free from the lien hereof the whole or any part or parts of the separate wagon-way attached to its bridge and the portions of the approaches thereto adapted to highway traffic and not essential for railroad or terminal purposes to such municipal or other corporation or corporations or person or persons and for such consideration and upon such terms as may be required by the ordinance of the city of Memphis men¬ tioned in the granting clauses hereof or any other ordi¬ nances, regulations, contracts or arrangements relating thereto and binding upon the Terminal Company or, in the absence of any such requirement, as may be determined by the Board of Directors or Executive Committee of the Terminal Company, Upon the delivery to the Trustee of {a) a certified copy of a resolution of the Board of Directors or Executive Committee of the Terminal Company requesting the release of said separate road- Ill way and approaches, or a specified portion thereof, and approving the terms upon which the property to be released has been or is to be disposed of; and ( b ) a certificate signed by the President or a Vice- President and by the Treasurer or an Assistant Trea¬ surer of the Terminal Company stating that the prop¬ erty referred to in said resolution is not essential for the railroad or terminal purposes of the Terminal Com¬ pany, and that such property has been or is to be sold, conveyed, transferred or assigned by the Terminal Company to a municipal or other corporation or cor¬ porations or person or persons (naming the same) pur¬ suant to a specified ordinance, regulation, contract or arrangement by which the Terminal Company is bound or pursuant to a specified resolution of the Board of Directors or Executive Committee of the Terminal Com¬ pany, and that the consideration therefor (specifying it) has been received by or has been effectually secured to the Terminal Company, the Trustee shall release from the lien and operation of this mortgage the property so specified to the Terminal Com¬ pany or to the municipal or other corporation or corpora¬ tions, person or persons named in said certificate. Section 2. Upon the written request of the President Release or property sold or of a Vice-President of the Terminal Company, approved °rexchanged, or authorized by resolution of its Board of Directors or Executive Committee, from time to time, while the Terminal Company is in possession thereof and not known to the Trustee to be in default hereunder, but subject to the con¬ ditions and limitations in this Section 2 prescribed, and not otherwise, the Trustee shall release from the lien and opera¬ tion of this mortgage any part of the mortgaged property ; provided that no part of said property shall be released unless the use thereof no longer shall be necessary or advan- 112 tageous in the operation of tlie property of the Terminal Company subject to this mortgage and no such release shall be made unless the Terminal Company shall have sold, or shall have contracted to sell, the property so to be released, or shall have exchanged, or shall have contracted to exchange, the property so to be released for other property. The proceeds of any and all such sales, and all moneys received as compensation for any property subject to this mort¬ gage taken by exercise of the power of eminent domain, shall be paid to the Trustee and held by it and shall be paid out by the Trustee for the purposes and in substan¬ tially the same manner and subject to substantially the same conditions and limitations and, so far as the provisions therefor shall be applicable, upon like resolutions, certificates, and, if the case shall require, conveyances of property, opinions, releases, affidavits, vouchers and other instruments to be delivered to the Trustee, as deposited moneys are authorized to be paid out by the provisions of Section 4 of Article Second of this indenture. Replacement Section 3. The Terminal Company, from time to time, equipment. w pii e i n possession of any of the property subject to this mortgage and not in default hereunder, also shall have full power in its discretion without reference to the Trustee to dispose of, free from the lien hereof, any portion of the machinery, rails, ties, rolling stock, boats, ferries, barges, tugs and other equipment, apparatus, appliances, tools and implements, at any time subject to the lien hereof, which may have become unserviceable or unsuitable, first or simul¬ taneously replacing the same by new property of like character and use and of at least equal value, which shall become sub¬ ject to this mortgage. location°ot Section 4. The Terminal Company may at any time make suu' tuns, etc. any ehamge in the location of any of the bridges, viaducts, 113 abutments, approaches, piers, piles, arches, spans, tracks, switches, sidings, stations, storehouses, freight houses, eleva¬ tors, sheds, platforms or other like articles or structures, upon or comprising any part of the mortgaged property (provided the same articles or structures or those with which they have been replaced in their changed location and the premises mort¬ gaged hereunder to which they shall be appurtenant shall be of a value and efficiency at least equal to the value and efficiency of the articles or structures the location whereof shall be changed and the mortgaged premises to which they were for¬ merly appurtenant) and the Trustee, upon being furnished with evidence of the facts acceptable to it and the written opinion of counsel approved by the Trustee (who may be counsel for the Terminal Company) to the effect that such articles or structures in their changed location and the premises to which the same are appurtenant have been subjected to the lien of this mortgage in like degree, shall, at the written request of the Terminal Company, release from the lien of this mortgage such of the articles or structures which shall have been re¬ placed with like articles or structures and such of the premises to which structures so replaced or moved are or were formerly appurtenant as shall no longer be required for use by the Terminal Company, and in every such event shall execute and deliver any and all instruments necessary and proper to effect such purpose. Section 5. The Terminal Company may, from time to Alterations in leases, time, with the consent of the Trustee (except as elsewhere in agreements, this indenture otherwise provided), make any changes or alterations in or substitutions of any and all leases, trackage rights, traffic agreements, operating agreements, and contracts subject hereto; but in such event any modified, altered or sub¬ stituted lease, trackage right, traffic agreement, operating agreement, or contract shall forthwith become bound by and be subject to the lieu of this mortgage. 114 Release of leasehold Interest under lease executed by Terminal Company. Substituted property to be subject to lien hereof. Receiver or Trustee In possession may exercise powers conferred by this Article on Terminal Company. Section 6. Upon the written request of the President or Vice President of the Terminal Company, approved or authorized by resolution of the Board of Directors or Executive Committee (except as elsewhere in this indenture otherwise provided), the Trustee shall, from time to time, execute such releases or other instruments as may be required to release from the lien or operation of this mortgage the leasehold interest, or term, of the lessee or lessees and assigns under any lease or sub¬ lease executed by the Terminal Company, or any lessor, of any property at the time subject to this mortgage or em¬ braced in a lease at the time subject to this mortgage which at the time of such release shall not be used or required by the Terminal Company for any purpose connected with the operation and maintenance of its business and property, and thereupon such leasehold interest or term shall be free from the operation of this mortgage ; but the inversion of such property demised by said lease shall be subject to this mortgage. Section 7. Any new property acquired by the Terminal Company to take the place of any property released here¬ under, ipso facto shall become and be subject to this mort¬ gage as a first lien, as fully as if specifically mortgaged or assigned hereby, but, if requested by the Trustee, the Terminal Company will convey and assign the same to the Trustee by appropriate deeds or other instruments upon the trusts and for the purposes of this indenture, and will cause such deeds or other instruments to be registered, recorded or filed in such manner as appropriately to secure and continue the lien of this mortgage thereon as a first lien. Section 8. In case any of the property subject to this mortgage shall be in the possession of a receiver lawfully ap¬ pointed, the powers in and by this Article Ninth conferred upon the Terminal Company may be exercised by such re¬ ceiver with the approval of the Trustee, and if the Trustee 115 shall be in possession of any of sucli property under any pro¬ vision of this indenture, then all the powers of this Article Ninth conferred upon the Terminal Company may be ex¬ ercised by the Trustee in its discretion. Section 9. Except as otherwise provided in this Article Trustee may rely on Ninth, a certificate under the corporate seal of the Ter- certificate, minal Company signed or purporting to be signed by the President or a Vice-President of the Terminal Company may be received by the Trustee as conclusive evidence of any of the facts mentioned in this Article Ninth, and shall be full warrant and protection to the Trustee for its action on the faith thereof. Section 10. It is expressly agreed that none of the prop- no property ' to be released erties, securities, interests, rights, franchises or immunities at excepTon eon- ,• i . , , ,i v i i* i i ir i dltious herein any time subject to the lien hereof may be released irom such expressed. lien or converted or otherwise disposed of or dealt with so as to be relieved therefrom by the Terminal Company or the Trustee or both, whether with or without the approval or authorization of any order or decree of any court, except only in the events and to the extent, if any, and in every case upon the conditions herein expressly prescribed; it being the intent hereof that the lien of this mortgage shall remain unimpaired with respect to everything at any time subject hereto, save as otherwise expressly provided herein. ARTICLE TENTH. Section 1. The Trustee accepts the trusts of this mortgage conditions of acceptance of and agrees to execute them upon the following terms and con- ditions, to which the parties hereto and the holders of the First Mortgage Bonds agree : The Trustee shall be under no obligation to see to Trustee under no obligation the record, registry, filing or re-filing of this mortgage e > taxes. 116 Trustee not responsible for recitals. Trustee may assume no default here¬ under until notified. or supplemental indenture ; or, while not in possession thereof, to see to the insurance of the mortgaged premises, or to the payment of taxes and assessments thereon ; or to the performance or observance of any of the covenants or agreements hereof on the part of the Terminal Company. The Trustee shall not be responsible in any manner whatsoever for the recitals herein contained, all of which are made by the Terminal Company solely. Unless and until the Trustee shall have received written notice to the contrary from the holders of not less than ten per cent, in amount of the First Mortgage Bonds then outstanding, the Trustee may, for all the purposes of this indenture, conclusively assume that no default has been made in the payment of any of the First Mortgage Bonds, or of any of the interest thereon, or in the observance or performance of any of the covenants or conditions contained in the First Mort¬ gage Bonds, or in this indenture ; that no receiver has been appointed of the Terminal Company or of the trust estate or any part thereof, or of any of the property of the Terminal Company, or of St. Louis, Iron Mountain and Southern Railway, or of St. Louis Southwestern Railway Company, or of any corporation that shall succeed to the receivers of The Chicago, Rock Island and Pacific Railway Company in obli¬ gation upon the guaranty of the First Mortgage Bonds ; that no judgment has been entered against, and no attachment has been levied upon, the prop¬ erty of the Terminal Company or any grantee in possession of substantially the whole of the trust estate; and that the franchise or right to build and operate a bridge across the Mississippi River granted to the Terminal Company by Acts of Congress has not expired or ceased to be operative; and may so assume 117 uoless said notice shall distinctly specify the default, event or fact desired to be brought to the attention of the Trustee. The Trustee shall not be under any obligation to Trustee need J ” not act until take any action toward the execution or enforcement Requested of the trusts hereby created which, in its opinion, will be likely to involve it in expense or liability, unless one or more of the holders of the First Mort¬ gage Bonds shall, so often as required by the Trustee, furnish it security and indemnity satisfac¬ tory to it against such expense or liability ; nor shall the Trustee be required to take notice of any such default hereunder unless notified in writing of such default by the holders of at least ten per cent, in amount of the First Mortgage Bonds then out¬ standing ; or to take any action in respect of any such default involving expense or liability unless requested by an instrument in writing signed by the holders of not less than twenty-five per cent, in amount of the First Mortgage Bonds then outstanding and unless tendered reasonable security and indemnity as aforesaid, any¬ thing herein contained to the contrary notwithstand¬ ing ; but neither any such notice or request, nor this provision therefor, shall effect any discretion herein given to the Trustee to determine whether or not the Trustee shall take action in respect to such default, or take action without such request. In all cases where this indenture does not make other Trustee may rely on eer- express provision as to the evidence upon which the no other'pro^ m . . vision as to irustee may act or retrain irom acting, the Trustee evidence. shall be protected in acting or refraining from acting under any provision of this indenture in reliance upon a certificate as to the existence or non-existence of any facts (a) signed by the President or Vice-President of the Terminal Company, ( b ) signed by its Treasurer or 118 Employment of counsel and agents by Trustee. Liability of Trustee. Trustee not responsible for depositaries. Trustee protected In acting upon documents believed to be genuine. Request of bonliolders binding on future owners of same bonds. Assistant Treasurer, (c) sealed with its corporate sea duly attested by its Secretary or Assistant Secretary. The Trustee may employ counsel, agents and at¬ torneys in fact, and shall not be answerable for the default or misconduct of any counsel, agent or attorney appointed by it in pursuance hereof, if such counsel, agent or attorney shall have been selected with reason¬ able care ; nor for anything whatever in connection with this trust, except its own wilful misconduct or gross negligence. The Trustee shall not be under any liability or responsibility whatsoever for any act or omission on the part of any depositary designated by the Terminal Company and approved in good faith by the Trustee as provided in Section 3 of Article Second hereof, or for any loss or damage to the trust estate while held by any such depositary or any misapplication of the moneys deposited with any such depositary under the terms of this indenture (except insofar as the Trustee is required to give orders for the payment of such moneys only in accordance with the provisions of this indenture). The Trustee shall be protected in acting upon any notice, request, certificate, bond or other paper or document believed by it to be genuine and to have been signed by the proper party. The Trustee shall not be personally liable for any debts duly contracted by it or for damages to persons or property carried or injured, or for salaries or nonfulfilment of contracts during any period wherein the Trustee shall manage the trust property or premises upon entry or voluntary sur¬ render, as hereinbefore provided. Any action taken by the Trustee upon the request or with the assent of any person who at the time is the owner of any bond or bonds secured hereby shall 119 be conclusive and bindiug upon all future owners of the same bond or bonds. The Trustee makes no cove¬ nant or representation respecting the title or iuterest of the Terminal Company in or to the property de¬ scribed herein, and it shall be no part of the duty of the Trustee to see that any of the property intended to be conveyed iu trust hereunder or by any supplemental mortgage or instrument of further assurance is properly or legally subjected to the lien hereof. The Trustee may advise with legal counsel, and any advfsewith 7 action under this indenture, taken or suffered in good counse1 ' faith by the Trustee in accordance with the opinion of counsel, shall be conclusive on the Terminal Company and on all holders of First Mortgage Bonds, and the Trustee shall be fully protected in respect thereof. The Trustee shall be entitled to reasonable compeu- Trustee 1 entitled to sation for all services rendered by it in the execution D f compensation, the trusts hereby created, which compensation shall not be limited by any provision of law with respect to the compensation of a trustee of an express trust, and such compensation, as well as all reasonable expenses neces¬ sarily incurred and actually disbursed hereunder, the Terminal Company agrees to pay. The Trustee shall be reimbursed and indemnified ment b or r9e ~ Trustee against any liability or damage it may sustain or incur in the premises, and shall have a lien upon the trust estate under this indenture preferentially to the First Mortgage Bonds for its compensation and expenses, and also for any such liability or damages. Any moneys held by the Trustee hereunder, irre- Moneys held / . . . by Trustee spective of any requirement of this indenture that the a S a J e nerai ated same are to be held in trust, may until paid out in con- deposlt ' formity herewith, be treated by it as a general deposit, without liability for interest save such as it allows to its general depositors. 120 Trustee or depositary may own bonds. Resignation of Trustee. Removal of Trustee. Appointment of successor trustee by bondholders. Appointment of successor trustee by Terminal Company. The Trustee or any depositary hereunder may own and hold bonds secured hereby with the same rights which it would have if it were not such trustee or de¬ positary. Section 2. The Trustee, or any successor trustee, may resign and be discharged from the trusts created by this in¬ denture by giving to the Terminal Company notice in writing 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 (or such shorter time as may be accepted by the Board of Directors or Executive Com¬ mittee of the Terminal Company as adequate) nor more than sixty days prior to the date so specified, in a daily newspaper of general circulation at that time published in the Borough of Manhattan, in the City of New York. Such resignation shall take effect on the day specified in such notice, unless pre¬ viously a successor trustee shall have been appointed as here¬ inafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor trustee. Any trustee hereunder may be removed at any time by an instrument in writing, filed with the trustee to be removed, and executed by the holders of two-thirds in amount of the First Mortgage Bonds then outstanding. Section 3. In case at any time, any Trustee hereunder shall resign or shall be removed or otherwise shall become incapable of acting, a successor may be appointed by the hold¬ ers of a majority in amount of the First Mortgage Bonds then outstanding, by an instrument or concurrent instruments signed by such bondholders or their attorneys in fact duly authorized, but until a new trustee shall be appointed by the bondholders as herein authorized, the Terminal Company may, by proper instrument in writing, executed under its 121 corporate seal by order of its Board of Directors or Execu¬ tive Committee, appoint a trustee to fill such vacancy. After any such appointment by the Terminal Company, publication it shall cause notice of such appointment to be pub- lished once a week (in every instance upon any day o f C0m P an y- the week) for four successive weeks in two daily newspapers of general circulation in the Borough of Manhattan, in the City of New York, but any new trustee so appointed by the Terminal Company shall immediately and without further act be superseded by a trustee appointed in the manner above provided by the holders of a majority in amount of the First Mortgage Bonds. Any trustee appointed under any of the provisions of this Qualification Article Tenth shall (unless there be no such trust company fully authorized and qualified to discharge the duties of trustee hereunder) always be a trust company having an office in the Borough of Manhattan, in the City of New York, and having a capital and surplus aggregating at least two million dollars. The Trustee, and every successor trustee, shall be exempt from giving any bond or surety in respect to the ex¬ ecution of the trusts or powers herein contained, or otherwise in respect of the premises. If iu a proper case no appointment of a successor trustee Appointment .of successor shall be made pursuant to the foregoing provisions of this trustee by Article within sixty days after the resignation or removal of any trustee hereunder shall have taken effect or after the trustee hereunder shall have become incapacitated to act, any bondholder or the retiring trustee may apply to any court, state or federal, having jurisdiction to appoint a suc¬ cessor trustee, and such court may thereupon after such notice, if any, as such court may deem proper and prescribe, appoint a successor trustee. If at anv time or times in order to conform to any legal re • Appointment quirement the Terminal Company shall so request, the Terminal trustees ' Company and Trustee shall have power to appoint and shall 122 Vesting property in new trustee. unite in the execution and delivery and the performance of all agreements necessary and proper to appoint another trust company or one or more persons approved by the Trustee as additional trustee or trustees, either to act as co-trustee or trustees of any of the property subject at the time to the lien hereof jointly with the trustee originally named herein or its successor, or to act as a separate trustee or trustees of any such property, and in either case with all of the rights, powers, duties and obligations hereby imposed or conferred upon the Trustee as shall be set forth in such instrument of appoint¬ ment, the same to be exercised jointly with such trustee or separately as such instrument may prescribe. Any notice, consent, demand, direction, request or other writing of or on behalf of the bondholders delivered solely to the Trustee or its successor shall be deemed, if at the time there shall be more than one trustee hereunder, to have been delivered to all of the trustees hereunder as effectually as if delivered to each of them. Any trustee or trustees hereunder may, so far as shall not be prohibited by law, at any time by an instrument in writing constitute any other trustee hereunder its, his or their agent and attorney in fact with power and authority to the full extent which may be pro¬ vided by law to do all acts and things and exercise all discre¬ tions hereunder in behalf of and in the name of the trustee or trustees executing such instrument. Section 4. Any successor trustee appointed hereunder shall execute, acknowledge and deliver to the Terminal Company an instrument accepting such appointment hereunder, and thereupon such successor trustee without any further act, deed or conveyance shall be invested with the appropriate estate, authority, rights, powers, duties and trusts of its predecessor in the trust hereunder with like effect as if originally named as trustee herein; and, upon the resigna¬ tion or removal of any trustee, all the estate, right, title, 123 and interest of sucli trustee in the trust estate shall wholly cease and determine ; but nevertheless the Terminal Com¬ pany, its successors and assigns, will, in any and every such case, execute upon request of such trustee so ap¬ pointed, all such deeds, conveyances, or assurances as shall, in the judgment of the trustee so appointed, be desirable or necessary to enable the trustee so appointed to execute the trusts by this indenture created as fully and completely as if such appointed trustee had been originally trustee ; and in every case of resignation by a trustee, or of removal of a trustee, the trustee so resigning or removed, shall, at the request of the Terminal Company, its successors or assigns, or of the trustee so appointed, make and execute such deeds, conveyances or assurances to its successors. All the conve}’- ances herein provided for shall be at the cost of the Terminal Company, its successors or assigns. Section 5. Any company into which the Trustee, or anv Merger or successor to it in the trusts created by this indenture, may 01 Irustee ' be merged or with which it, or any such successor to it, may be consolidated, or any company resulting from any merger or consolidation to which the Trustee, or any such successor to it, shall be a party, provided such company shall be a corpo¬ ration organized under the laws of the State of New York and shall do business in the Borough of Manhattan in the City of New York, shall be the successor Trustee under this mortgage without the execution or filing of any paper or further act on the part of either of the parties hereto, auytliing herein to the contrary notwithstanding. In case any of the First Mortgage Bonds shall have been authenticated, but not delivered, any such successor trustee may adopt the certificate of authenti¬ cation of Guaranty Trust Company of New York, or of any successor to it, as Trustee hereunder and may deliver such bonds so authenticated ; and in case any of the First Mortgage Bonds shall not have been authenticated, any successor .124 trustee may authenticate such bonds either in the name of any predecessor trustee or in the name of such successor trustee, and in all such cases such certificate shall have the full force which it is anywhere in said bonds or in this indenture pro¬ vided that the certificate of the Trustee shall have. Definition of Section 6. The term “Trustee,” wherever used in this in- “ Trustee.” denture, means the trustee or (except where a contrary mean¬ ing is indicated by the context) the trustees for the time being under this indenture, whether original or successor. ARTICLE ELEVENTH. possession in Section 1. Until some default shall have been made in the Terminal event imtn due and punctual payment of some installment of interest on or default. .... . . of the principal ol some one or more ot the hirst Mortgage Bonds at the time outstanding, or of some part of such in¬ terest or principal, or until some one or more of the events of default specified in Section 2 of Article Sixth shall have hap¬ pened, the Terminal Company, its successors and assigns, shall be suffered and permitted to retain actual possession of all the property subject to this mortgage (except cash and property at the time deposited or pledged or which ought to be deposited or pledged hereunder with the Trustee or any depositaries hereunder), 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. Defeasance Section 2. If, when all of the First Mortgage Bonds shall clause. have become due and payable, the Terminal Company shall well and truly pay, or cause to be paid, the whole amount of the principal and interest due upon all of the First Mort¬ gage Bonds and coupons then outstanding, or shall provide 125 for the payment of such bonds and coupons by depositing Depositor 1 ■' i j id moneys to pay with the Trustee or for the account of the Trustee with any maturity, depositary or depositaries designated as provided in Section 3 of Article Second hereof the entire amount so due for principal and interest ; or if at any time before all of the First Mortgage Bonds shall become due and payable the Terminal Company shall surrender to the Trustee all of the bonds anoutstan'ding then outstanding hereunder (except bonds the redemption Trustee 0 whereof shall be provided for by the deposit of moneys as herein provided, and lost or destroyed bonds with re¬ spect whereof proof of loss or destruction and indemnity shall have been received and accepted by the Trustee as provided in Section 8 of Article First of this indenture, and bonds to the credit of which sums of money shall have been deposited with or reserved by the Trustee as provided in Section 1 of Article Third or Section 3 of Article Fifth of this indenture) with all unpaid coupons, matured and nil- matured, belonging thereto (or, in case of missing unpaid coupons, an amount in cash equal to the face amount thereof), or shall deposit with the Trustee or such depositary or de- moneysvfitn positaries the amount required to redeem, as provided in redemption. Article Third hereof, all of the outstanding First Mortgage Bonds or all thereof not surrendered as hereinabove provided, together with evidence by affidavit of the Secretary or As¬ sistant Secretary of the Terminal Company in such form and detail as shall be accepted as sufficient by the Trustee that notice of redemption has been advertised as provided in Article Third hereof ; and in every case shall also pay, or cause to be paid, all other sums payable hereunder by the Terminal Company, and shall well and truly keep and perform all the things herein required to be kept and performed by it accord¬ ing to the true intent and meaning of this indenture, then and in that case all property, rights and interests by this mortgage conveyed or assigned or pledged, or by any deed, conveyance or other instrument in writing, conveyed or assigned or pledged 126 to the Trustee, to be held upon the trusts and provisions of this mortgage, shall revert to the Terminal Company, and the estate, right, title and interest of the Trustee shall thereupon cease, determine and become void, and the Trustee in such case, on demand of the Terminal Company, and at the cost and expense of the Terminal Company, shall execute proper instruments acknowledging satisfaction of this mortgage and shall enter satisfaction of this mortgage upon the record and shall pay over all cash and deliver all securities and property then on deposit with it hereunder, and shall order all said depositaries to pay over all cash on deposit with them here¬ under (except sums held to the credit of unsurrendered bonds as in Section 1 of Article Third or Section 3 of Article Fifth provided), to the Terminal Company, its successors or assigns. Otherwise this mortgage shall be, continue and remain in full force and virtue. Bondsandiien Section 3. It is understood and agreed that, notwithstand- to remain alive _ ing any of the bonds which shall have been issued here¬ under and shall in any manner have become due and payable shall be paid or redeemed or acquired by the Terminal Com¬ pany or the Trustee or cancelled or the payment or redemp¬ tion thereof shall be provided for by the deposit of moneys as hereinabove permitted, nothiug herein contained shall prevent the subrogation of any person or persons, corporation or corporations otherwise entitled thereto to all of the rights and remedies of holders of said bonds and to all of the benefits of this mortgage and of the security constituted hereby, nor in any such event prevent said bonds remaining alive and this mortgage continuing to exist in full force and effect for the benefit and security of the persons or cor¬ porations so subrogated; and, in case the Trustee shall re¬ ceive written notice that any person or persons, corporation or corporations claim subrogation to the rights of the holders of any bonds hereunder, accompanied by evidence supporting for benefit of persons subrogated to rights of bondholders. 127 such claim to the satisfaction of the Trustee, the Trustee shall thereafter refrain from cancelling any bonds, subrogation to the rights of the holders whereof shall be so claimed, that shall come into its hands upon the payment or redemption thereof out of moneys deposited with it or for its account with any depositary or depositaries, but shall deliver said bonds uncancelled (or, if cancelled by previous holders, then without further cancellation) to the persons or corporations making such claim provided such delivery shall have been approved in writing by the Terminal Company, which written approval shall be deemed full protection to the Trustee for such delivery. ARTICLE TWELFTH. Section 1. Nothing contained in this mortgage or in an vconsolidation, merger or con- bond shall prevent, subject to the continuing lien of this mort-^y^ceby gage and to all of the provisions hereof, any consolidation Company- or merger of the Terminal Company with any other corpora¬ tion or any lease, sale, conveyance or transfer to a corporation at the time existing under and by virtue of the laws of any State or States or of the United States and empowered to ac¬ quire the same, of all of the property at the time subject to this mortgage, as an entirety; provided that such consolida¬ tion, merger, lease, sale, conveyance or transfer shall be on such terms as to preserve, and not to impair, the lieu and security of this mortgage and the rights and powers of the Trustee and of the holders of the bonds, and that any corpo¬ ration formed by such consolidation, or any corporation into which the Terminal Company shall be merged, or which shall purchase or receive a conveyance and transfer, shall, as part of such consolidation, merger, purchase or conveyance, ex¬ pressly assume to make due and punctual payment of the principal of and interest upon all of the bonds issued hereunder and to keep and perform all of the covenants and 128 conditions in this mortgage required to be kept or performed by the Terminal Company, and shall, simultaneously with the delivery to it of a transfer and conveyance, execute and de¬ liver a proper instrument to the Trustee, in form satisfactory to the Trustee, whereby it shall so assume the due and punc¬ tual payment of the principal of and interest upon all of the bonds and the performance of all of the covenants and condi¬ tions of this mortgage required to be kept or performed by the Terminal Company, and shall charge therewith the prop¬ erty and franchises so taken over and such of the property and franchises thereafter to be acquired by it as it is provided in Section 3 of this Article shall be subject to the lien of this mortgage. successor Section 2. In case the Terminal Company shall be so con- company 1 J forTerminai solidated or merged with any other corporation, or shall sell company. Qr conve ^ anc ] transfer, subject to this mortgage, all of the mortgaged and pledged premises as an entirety as aforesaid, the corporation formed by such consolidation, or into which the Terminal Company shall have been merged, or which shall have purchased, or received a conveyance and transfer, as aforesaid—upon executing aud upon delivering to the Trustee and causing to be recorded, if required by the Trustee, au in¬ strument satisfactory to the Trustee, whereby such corporation shall assume the due and punctual payment of the principal of and interest upon all of the First Mortgage Bonds and the per¬ formance aud observance of all of the covenants and condi¬ tions of this mortgage required to be kept or performed by the Terminal Company, and shall charge therewith the property and franchises aforesaid,—shall succeed to the Terminal Company, with the same effect (except as a contrary intent shall clearly appear herefrom) as if it had been named herein as party of the first part hereto, and be subrogated and subject to all of its rights, interests, powers, liabilities aud obligations under and by reason of this mortgage, or of 129 the First Mortgage Bonds. For every purpose of this mortgage (except as a contrary intent shall clearly ap¬ pear herefrom), including the execution, issue and use of any and all of the First Mortgage Bonds, the term “ Terminal Company ” includes and means not only the Meaning of party of the first part hereto, but also any such sue- hereunder cessor or purchasing corporation that shall have com¬ plied with the conditions prescribed in this section. Every such successor or purchasing corporation that shall have quali¬ fied by complying with said conditions shall possess and from time to time may exercise each and every right and power here¬ under of the Terminal Company in its name or otherwise; and successor any act or proceeding by any provision of this indenture author- act hereuri(ier - ized or required to be done or performed by any board, commit¬ tee or officers of the Terminal Company shall and may be done and performed with like force and effect by the like board, committee or officers of any corporation that shall at any time be such lawful successor or purchaser of the Terminal Company. Such corporation may cause to be signed, and may issue, in its own name, or, if it shall prefer, in the name issue of bonds J 1 by successor of the Terminal Company, or in the names of both said com P an y- corporations, any or all of the First Mortgage Bonds which shall not theretofore have been issued by the Terminal Company and delivered to the Trustee, and for that purpose may cause the Terminal Company from time to time to take any corporate action that may be neces¬ sary or proper ; and the Trustee, upon the order of such successor corporation in lieu of the Terminal Compauy and subject to all of the terms, conditions and restrictions herein prescribed, shall authenticate and deliver any and all of the First Mortgage Bonds which shall have been previously signed by the officers of the Terminal Company and delivered to the Trustee for authentication and any of the bonds which such corporation shall thereafter cause to be signed and delivered to the Trustee for that pur- 130 pose. All bonds so issued shall in all respects have the same 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 and this mortgage had been executed and delivered by such successor or purchasing corporation at a time when the title to the property intended to be covered by this mortgage was fully and absolutely vested in such corporation. Terminal Nevertheless, at any time the Terminal Company, by an Company J r j > j “ny y po U w r e r rs der a PPr°priate instrument in writing executed pursuant to a resolution adopted by its Board of Directors and delivered to the Trustee, may surrender any of the powers reserved to the Terminal Company or to such successor or purchasing corporation so far as the same shall remain unexecuted ; and thereupon such power or powers so surrendered shall ter¬ minate. certain after- Section 3. In case the Terminal Company, pursuant to acquired prop- cessor f corpo- S ec ti° n 1 of this Article, shall be so consolidated or merged subject hereto, with any other corporation, or shall sell or convey and transfer subject to this mortgage, all of the mortgaged and pledged premises as an entirety as aforesaid, the following property, interests, rights, franchises or immunities owned or acquired then or thereafter by such successor or purchasing corpora¬ tion shall be deemed to be included iu the descriptions con¬ tained in the granting clauses of this indenture and to be subject to the lien of this mortgage : (a) those so taken over ; ( b ) those in respect of the purchase, acquisition or con¬ struction whereof, or in respect to replacements, renewals, betterments or extensions whereof or whereto, First Mortgage Bonds shall be authenticated and delivered or moneys deposited hereunder shall be paid out under any of the provisions of this indenture; (c) all replacements, renewals, betterments and additions 131 of or to any of the property, interests, rights, franchises and immunities mentioned in clauses (a) or ( b) of this Section 3 or which shall then be or thereafter become appurtenant to or used in direct connection with or necessarily required for use in the operation of any thereof ; (d) those which shall be conveyed, mortgaged, pledged, assigned or transferred by such successor or purchasing cor¬ poration or by anyone in its behalf or with its written consent to the Trustee pursuant to the provisions of the granting clauses hereof. Section 4. All the covenants, stipulations, promises and successor of agreements in this indenture contained by or in behalf of the bound!^ Terminal Company, shall bind its successors and assigns, whether so expressed or not. ARTICLE THIRTEENTH. Section 1. The words “bond,” “bondholder” and Definitions, “holder” include the plural as well as the singular number unless otherwise expressly indicated. The word “ holder ” used with reference to a registered bond without coupons or a registered coupon bond means the person who shall appear by the bond register to be the registered owner thereof. In the case of coupon bonds pledged or otherwise hypothecated the words “ bondholder ” and “ holder ” shall be deemed to have reference to the person at the given time actually in possession of such bond. The words “ trust estate ” shall, unless otherwise expressly indicated, be held and construed to include the real and personal property of every kind and nature whatsoever which is or shall be or in equity should be deemed to be subject to the lien of this indenture. The expression “absolute money liability” and every equivalent “Absolute expression or phrase of like meaning, wherever used in this llablllt,y '” indenture or in any resolution, certificate or other document in 132 this indenture provided for, shall be deemed to signify a lia¬ bility which to the best of the knowledge or belief of the officers of the Terminal Company is not at the time with reference whereto such expression is used herein or shall be used in any resolution, certificate or other document herein provided for, subject to be defeated in any contingency and with respect whereto the Terminal Company’s obligation to make the payment in question either at such time shall already have fully matured or to the best of the knowledge and belief of such officers will have fully matured and become pres¬ ently enforceable at the time of the authentication and delivery of the bonds or the payment of the moneys called for by the Terminal Company in order to provide for such liability or will so mature or become presently enforceable thereupon or immediately thereafter; and the time when such liability shall first have been ascertained to be an absolute money liability shall be deemed for the purposes of this indenture the time when such liability is incurred by the Terminal Company irrespective of the time when the Terminal Company shall have entered into the agreement or arrangement under which such liability arises or the date expressed in such agreement or arrangement. The obligation of the Terminal Company to pay the whole or any interim in¬ stalment of the cost or price of any work or property which is to be performed for or delivered to the Terminal Company shall not be deemed to be an “ absolute money liability ” within the meaning of this indenture unless and until all of the work represented by said whole cost or price or in an appropriate case by said interim instalment thereof and by all interim instalments thereof that shall have previously been paid or become payable shall be substantially performed and all property entering into the work so repre¬ sented shall be in the possession of the Terminal Company and all other property represented by said whole cost or price or by said and all previous interim instalments thereof, as 133 the case may require, shall have been delivered or shall be substantially ready for delivery to the Terminal Company ; but neither any requirement in this indenture contained that at the time of application for the authentication and de¬ livery of First Mortgage Bonds or the payment of moneys hereunder there shall exist an absolute money liability upon the part of the Terminal Company nor any equivalent requirement shall, in event that the Terminal Company shall in any case elect to accept unconditionally or upon conditions prescribed or agreed to by it delivery of any work or property with respect whereto any controversy or question may exist as to whether the same fully com¬ plies with the requirements of the contract or order vvhere- under the same may have been furnished, be deemed to affect the right of the Terminal Company to require the authentica¬ tion and delivery of First Mortgage Bonds or the payment of deposited moneys hereunder against or on account of the work or property so accepted, provided only that all of the conditions herein prescribed to be observed or fulfilled as prerequisite to such authentication and delivery or srrch payment hereunder shall have been fully complied with and fulfilled. The Trustee shall not be required to determine the facts with respect to any “absolute money liability,” but shall be fully protected bv the certificates hereinbefore required to be delivered to it stating that an “ absolute money liability ” exists. Section 2. Any written demand, direction, request, consent, Execution of Instruments by approval, notice, certificate, waiver, nomination, appointment, t®™ 1 ^ 1 designation, or other similar acts to be given, made or executed by the Terminal Company under any of the provisions hereof shall, unless otherwise expressly provided herein, be deemed sufficiently made and executed if signed by the President or a Vice-President of the Terminal Company and sealed with its corporate seal duly attested by its Secretary or an Assistant Secretary. The Trustee may receive a 134 of U reso?ution 10n cer ^^ ca ^ e un< ^ er ^ je corporate seal of the Terminal Company, attested by tlie Secretary or Assistant Secretary of the Ter¬ minal Company, as sufficient evidence of the passage of any resolution by the Board of Directors or the Executive Com¬ mittee of the Terminal Company. Trustee may The Trustee may receive, in lieu of any certified copy of a receive writing _ _ _ mlmbVrsof 1 reso l u ti on of the Executive Committee of the Terminal Com- committeein pany required to be delivered to it under any of the provis- resoiution. sions of this indenture, a writing subscribed by all of the members of such Executive Committee, reciting or stating the same matters as are required by the terms hereof to be recited or stated in the resolution of the Executive Committee. Execution ot Any written demand, direction, request, consent, ap- instruments by 1 1 Trustee. proval, notice, certificate, waiver, or other similar act to be made or executed by the Trustee under any of the provisions hereof shall be deemed sufficiently made and executed if signed by the President or a Vice-President or the Trust Officer of the Trustee under its corporate seal duly at¬ tested by its Secretary or Assistant Secretary. Any notice or demand in respect of the First Mortgage Bonds and coupons or under this indenture may be served or made at the office of the Trustee or in the case of a notice to or demand upon the Terminal Company at the office of the Terminal Company in the City of Memphis in the State of Tennessee or at its office or agency in the Borough of Manhattan in the City and State of New York, or in the absence of such office or agency written notice of the actual location whereof shall have been lodged with the Trustee, upon the Trustee as the representative of the Termi¬ nal Company, and any such presentation, service or demand hereunder shall be sufficient. Execution Section 3. In order to facilitate the record of this indent- hereof in counterparts. ure s . lU)e ma y be simultaneously executed in several coun¬ terparts each of which so executed shall be deemed to be the original although all or any of the others may not be produced, 135 and such counterparts shall together constitute one and the same instrument. Section 4. If any provision or provisions of this mortgage ot shall be held or deemed to be or shall in fact be inoperative hereot° vlSlon or unenforcible as applied in any particular case in any juris¬ diction or jurisdictions or in all cases and jurisdictions, be¬ cause conflicting with any provision of any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the pro¬ vision or provisions in question inoperative or unenforcible in any other case or circumstances or of rendering any other pro¬ vision or provisions herein contained invalid, inoperative or unenforcible to any extent whatever. ARTICLE FOURTEENTH. Nothing in this indenture expressed or implied is intended Rights here- or shall be construed, to confer upon, or to give to, any bondholders. 3 person or corporation, other than the parties hereto and the holders of First Mortgage Bonds, any right, remedy or claim, under or by reason of this indenture or any covenant, condi¬ tion or stipulation hereof; and all the covenants, stipulations, promises and agreements in this indenture contained by or on behalf of the Terminal Company shall be for the sole and ex¬ clusive benefit of the parties hereto and of the holders of First Mortgage Bonds. Guaranty Trust Company of New York, party hereto of ^Trustee 6 the second part, hereby accepts the trusts in this indenture declared and provided and agrees to perform the same upon the terms and conditions hereinbefore set forth. In Witness Whereof, Arkansas & Memphis Railway Testimonium. Bridge and Termiual Company and Guaranty Trust Company of New York have caused their respective corporate seals to 136 Signatures. be hereunto affixed duly attested by tlieir respective Secre¬ taries or Assistant Secretaries, and this indenture to be signed by their respective Presidents or Vice-Presidents, the day and year first above written, in the City and State of New York. Arkansas & Memphis Railway Bridge and Terminal Company, By A. C. Ridgway Attest : President. [Corporate Seal] C. C. Huitt Assistant Secretary. Signed, sealed and delivered on behalf') of Arkansas & Memphis Railway [ Bridge and Terminal Company in j the presence of: J Ralph M. Arkush Guaranty Trust Company of New York, By Wm. C. Cox Attest: Vice-President. [Corporate Seal] E. C. Hebbard Secretary. Signed, sealed and delivered on behalf) of Guaranty Trust Company of New York in the presence of : ) A. E. Burke 137 State of New York, ) > ss: County of New York, > Before me, the undersigned, Robert Lee Forbes, a Notary ^ c e ^“°^ ledg ' Public within and for the county and State aforesaid, company in duly commissioned and sworn and acting as such, on this Tennessee, Arkansas and twenty-fourth day of Maj% 1915, personally came and appeared New York A. C. Ridgway and C. C. Huitt, to me known and with whom I am personally acquainted, and to me well known as the President and the Assistant Secretary, respectively, of Arkansas & Memphis Railway Bridge and Terminal Com¬ pany, and to me personally well known as the persons whose names are subscribed to the within and foregoing instrument; and the said A. C. Ridgway upon oath acknowledged himself to be the President of Arkansas & Memphis Railway Bridge and Terminal Company, the within named bar¬ gainor, a corporation, and he acknowledged that he as such President, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as President; and the said A. C. Ridgway and C. C. Huitt acknowledged that they had in their said official capacities executed the foregoing instrument as the act and deed of said company for the con¬ sideration and purposes therein mentioned. And the said A. C. Ridgway, being by me duly sworn, did depose and say that he resides in Chicago, Ill.; that he is the President of Arkansas & Memphis Railway Bridge and Terminal Company, the corporation described in and which executed the above instrument ; that he knows the seal of said corporation ; that the seal affixed to said instru¬ ment is such corporate seal ; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. Witness m} T hand and official seal at my office in the county 138 Acknowledg¬ ment by Trustee In combined Tennessee, Arkansas and New York forms. and State aforesaid on this twenty-fourth day of May, A. D. 1915. Robert Lee Forbes [Notarial Seal.] Notary Public No. 1094 in and for the County and State of New York. My Commission expires March 30, 1916. New York Registers No. 6100. State of New York, ) S ss.: County of New r York, ) Before me, the undersigned, A. E. Burke, a Notary Public within and for the couuty and State aforesaid, duly commissioned and sworn and acting as such, on this twenty-fourth day of May, 1915, personally came and appeared Wm. C. Cox and E. C. Hebbard, to me known and with whom I am personally acquainted, and to me well known as a Vice-President and the Secretary, respectively, of Guaranty Trust Company of New York, and to me personally well known as the persons whose names are subscribed to the within and foregoing instrument; and the said Wm. C. Cox upon oath acknowledged himself to be a Vice-President of Guaranty Trust Company of New York, the 'within named bargainor, a corporation, and he ac¬ knowledged that he as such Vice-President, being au¬ thorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as Vice-President; and the said Wm. v C. Cox and E. C. Hebbard acknowledged that they had in their said official capacities executed the foregoing instrument 139 as the act and deed of said company for the consideration and purposes therein mentioned. And the said Wm. C. Cox, being by me duly sworn, did depose aud say that he resides in Sag Harbor, New York; that he is a Vice-President of Guaranty Trust Company of New York, the corporation described in and which executed the above instrument ; that he knows the seal of said corpora¬ tion ; that the seal affixed to said instrument is such cor¬ porate seal ; that it was so affixed by order of the Board of Directors of said corporation, aud that he signed his name thereto by like order. Witness my hand and official seal at my office in the county and State aforesaid on this twenty-fourth day of May, A. D. 1915. A. E. Burke Notary Public, New York County (Notarial Seal.) New York County Clerks No. 364 New York Register No. 6386 My commission expires March 30, 1916 [ 12502 ] I UNIVERSITY OF ILLINOIS-URBANA 385.4 AR48S C001 Arkansas & Memphis Railway Bridge and Te