ALABAMA POWER COMPANY UNITED STATES MORTGAGE AND TRUST COMPANY, as Trustee flDottcjage anb ©eeb of tlrust Dated June 1, 1921 Securing: First Mortgage Lien and Refunding Gold Bonds. TABLE OF CONTEXTS. PAGE Parties 1 Recitals: Corporate authority 1 Description of bond issue 1 Form of coupon bond 2 Form of coupon 5 Form of registered bond 5 Form of Trustee’s certificate 8 Consent of stockholders 8 Requirements of law complied with 8 Granting Clauses 8 Clause First. Real Estate and Appurtenances: Electric generating plant 9 Electric transmission lines 20 Electric distributing systems 29 Gas distributing system 50 Street and interurban railway lines 53 Substations for distributing electric current 62 Telephone lines 69 Dam sites 70 Other real estate 98 General description and after-acquired property 102 Clause Second. Franchises and Contracts 103 Clause Third. Bonds 103 Shares of stock 104 Definition of subsidiary companies 105 Indenture stamp 105 Authority of Trustee to cancel indenture stamp 105 Clause Fourth. Property Included 106 Property excluded 107 Definitions of properties mortgaged and pledged 107 Habendum 107 Prior liens 107 Grant in trust 108 Defeasance 108 ARTICLE I. The Bonds. Sec. 1. Designation of bonds 109 Amount of bonds which may be secured by this indenture not limited 110 11 PAGE Sec. 2. Series, variations in form and language of bonds 110 Bonds may be exchangeable Ill Bonds may be made payable in foreign countries Ill Place of payment, etc., of bonds payable in foreign countries 111 Provisions as to payment of taxes, etc., may be made in bonds payable in foreign countries Ill Bonds may be payable without deduction for taxes 112 Date of issue, maturity, interest rate and sinking fund may be fixed 112 Exchange provisions may be omitted 112 Sec. 3. 6% Series due 1951 113 Sec. 4. Equivalents in foreign money 114 See. 5. Denominations, dates, etc., of coupon and registered bonds 114 Sec. 6. Exchange of bonds for bonds of other denominations 115 Sec. 7. Exchange of coupon bonds for registered bonds and vice versa 117 Sec. 8. Registration of coupon bonds 117 Sec. 9. Numbers, identification marks, etc 118 Sec. 10. Charge on exchange or transfer of bonds 118 Sec. 11. Execution of bonds 119 Sec. 12. Temporary bonds 119 Sec. 13. Destroyed and mutilated bonds 120 See. 14. Effect of Trustee’s certificate 120 ARTICLE II. Issue and Appropriation of Bonds. Sec. 15. Initial issue of $2,500,000 of 6% Series due 1951 120 See. 16. No additional bonds may be issued unless net earnings permit 121 Sec. 17. Additional bonds may be issued when First Mortgage Bonds deposited with Trustee 121 Directors’ resolution requesting bonds against deposit of First Mortgage Bonds 122 Net earnings certificate 122 Net earnings defined 124 Opinion of counsel on legality 125 Sec. 18. Additional bonds may be issued for additional property, permanent improvements, etc 125 Conditions, provisions and limitations of issue 126 Only for specified business purposes 126 Certain purposes prohibited 126 Eighty per cent of cost or value 126 Amount of bonds issuable on account of street railways 128 Amount of bonds issuable on account of water supply systems 128 Where additional properties must be located, and how con- nected 128 Disconnected properties defined 129 Exception in case of disconnected properties 129 iii PAGE Effect of connecting disconnected property with system, etc. 129 Net earnings to be not less than twice annual interest charge 130 No bonds issuable if mortgagor is in default 131 Instruments to be delivered to Trustee 131 Directors’ resolution requesting bonds for additional prop- erty, etc 131 Certificate of President and engineer 131 Net earnings certificate 136 Engineer’s condition certificate 136 Conveyances and opinion of counsel on title 138 Opinion of counsel on corporate authority, etc 139 Independent engineer’s certificate 140 Opinion of counsel on franchises 140 Limited exception in case of short term franchises 141 See. 19. Issue of bonds against cash 143 Limitation in amount of bonds issuable against cash 143 See. 20. Deposit of cash to cover liens 144 See. 21. Issue of bonds against divisional properties 146 Sec. 22. Issue of bonds against reservoir or reservoirs 148 Sec. 23. Issue of bonds for refunding 149 Bonds refunded to be held by Trustee, etc 151 When Trustee required to withhold bonds 152 When Trustee not required to withhold bonds 153 Sec. 24. Issue of bonds against bonds surrendered for cancellation 153 Sec. 25. No bonds to be issued for repairs, etc 154 Bonds may be issued against permanent improvements, etc., in process of construction 154 Sec. 26. No limitation on price of bonds 154 Sec. 27. Dissent of Trustee or bondholders from engineer ’s condition certificate 155 Arbitration 155 Bonds certified upon deposit of deficiency in cash 157 Sec. 28. Certain rights not to be deemed liens, etc 158 ARTICLE III. Development op Water Power Sites. Conditions of development 158 Sec. 29. Construction bonds 159 Lien of indenture subordinated 159 Limitation upon issue of construction bonds 160 Aggregate amount of construction bonds 160 Number of plants against which construction bonds may be issued at any one time 160 Lease of subsidiary company’s plant 160 Plants constructed by subsidiary companies to be subjected to indenture as prior lien, etc 161 Construction bonds may be extended, etc 161 IV PAGE Lease to be extended 162 Lease pledged 162 Sec. 30. Sites may be conveyed to subsidiary companies V 162 Sec. 31. Sites on Tennessee River may be conveyed to U. S. Govern- ment 163 Procedure in case of subsequent acquisition 163 When bonds may be issued against water power plants ac- quired from U. S., etc 164 ARTICLE IY. Particular Covenants of Mortgagor. Sec. 32. Seizin and title 165 See. 33. To pay principal and interest 165 Coupons transferred or extended separately after maturity subordinated 165 Sec. 34. To keep an office or agency in City of New York 166 Sec. 35. To pay taxes and discharge liens 166 Sec. 36. To keep property insured 167 Disposition of insurance moneys 167 Sec. 37. To keep property in repair, make renewals, provide for de- preciation, maintain franchises, etc 169 Sec. 38. Authority of Trustee to make advances 169 Sec. 39. To record and file mortgage 170 Sec. 40. To execute instrument of further assurance 170 See. 41. To furnish statements, permit inspection, etc 170 To furnish engineer’s condition certificate 171 See. 42. Not to issue bonds under indenture except in accordance with its terms 171 Sec. 43. Not to issue First Mortgage Bonds except for pledge, etc. 171 Sec. 44. To pay its Five Year Six Per cent. Secured Gold Notes and First Mortgage Bonds 172 ARTICLE V. Improvement and Sinking Fund. Sec. 45. Payments into improvement and sinking fund 173 Interest allowed on improvement and sinking fund 173 Sec. 46. Application of Improvement and Sinking Fund 174 Sec. 47. Purchase of bonds 174 Sec. 48. Delivery of bonds by Mortgagor to Trustee equivalent to cash payment 176 Cancellation of bonds acquired, etc 177 Procedure when registered bonds drawn for redemption .... 177 Improvement and Sinking Fund added to proceeds of sale in case of foreclosure 177 Sec. 49. Mortgagor to execute supplementary indenture upon estab- lishment of sinking fund 177 V ARTICLE VI. Redemption of Bonds. • PAGE Sec. 50. Bonds redeemable 178 Sec. 51. Procedure for redemption of bonds 178 Procedure when registered bonds are drawn for redemption 179 Sec. 52. Redeemed bonds to be cancelled 179 ARTICLE VII. Possession, Use and Release of Mortgaged Property. Sec. 53. Possession and use of property by Mortgagor 180 See. 54. Disposition of certain property without consent of Trustee 180 Sale of machinery, etc 180 Cancellation and alteration of contracts, etc 181 Surrender or modification of franchises 181 Sale of mortgaged property undesirable for certain purposes 182 Conveyance to United States 183 Sale of power on Tallapoosa River, etc 183 Sec. 55. Release of mortgaged property when First Mortgage not discharged 183 Release of mortgaged property when First Mortgage dis- charged 184 Requirements for a release 184 Directors’ resolution requesting release 184 Certificate of President and engineer 184 Disposition of consideration 185 Opinion of counsel 185 Other instruments 186 Sec. 56. Obligations and money received and property acquired on account of release delivered to Trustee 186 New property acquired on account of release becomes sub- ject to lien 187 Sec. 57. Eminent Domain; disposition of proceeds 187 Sec. 58. Exercise of powers by receiver or trustee 188 Sec. 59. Purchaser under no duty to inquire 188 ARTICLE VIII. Concerning the Pledged Securities. Sec. 60. Mortgagor to assign to Trustee all after-acquired stock of subsidiary companies 189 Sec. 60. Trustee may assume validity of pledged securities 189 Trustee not obliged to accept stock or other securities 189 Trustee may transfer shares for certain purposes 190 Shares surrendered upon decrease of capital stock 190 Sec. 61. Unless in default, Mortgagor may vote pledged stock 190 Trustee may vote stock in case of default 191 VI PAGE Sec. G2. Unless in default, Mortgagor shall receive all dividends .... 191 As coupons attached to bonds pledged mature to be can- celled and delivered to Mortgagor ' 191 In case of default Trustee to revoke dividend orders, etc. 192 Sec. 63. The Mortgagor not to sell or incumber pledged securities 192 — to retain control of subsidiary companies 192 — to preserve corporate existence of subsidiary companies 192 Sec. 64. The Mortgagor not to permit subsidiary companies to bor- row money, nor to mortgage property, nor to lease or sell dam sites, nor to create additional stock except as stated 193 Sec. 65. Assignment or pledge of stock of subsidiary companies not to prevent consolidation or merger 194 Sec. 66. Purchase of property of subsidiary companies in event of dissolution, liquidation, etc 195 Sec. 67. With consent of Mortgagor, Trustee may protect interest of bondholders and join in plan of reorganization 195 Sec. 68. When bonds under divisional mortgage held by Trustee may be enforced 196 Sec. 69. Moneys, etc., paid on account of the principal of pledged securities to be turned over to Trustee; how disposed of 197 Sec. 70. Trustee under no duty to demand payment of First Mort- gage Bonds pledged until default in First Mortgage, etc. 198 Sec. 71. Certificates of stock of subsidiary may be released by Trustee 199 ARTICLE IX. Remedies in Case of Default. See. 72. Defaults 199 Principal may be declared due 200 Sec. 73. Right to take possession and operate 201 Sec. 74. Right of Trustee to sell pledged securities 202 Sec. 75. Right of Trustee to sell mortgaged property 203 Sec. 76. Right of Trustee to institute judicial proceedings 204 Remedies cumulative 204 Delay in exercising rights — no waiver 204 See. 77. Direction by majority of bondholders 205 Sec. 78. Appointment of receiver 205 Sec. 79. Bonds due in event of sale 205 Sec. 80. Purchase by bondholders or Trustee 205 Sec. 81. Purchaser protected by the receipt of Trustee 206 Sec. 82. Application of proceeds of sale under foreclosure 206 Sec. 83. Waiver of redemption laws, etc 207 Sec. 84. Mortgagor to pay principal and interest upon default .... 208 When Trustee may recover judgment 208 Application of moneys collected 209 Sec. 85. Limitation upon right of bondholders to institute proceedings 209 Sec. 86. Waiver of period of grace 210 vii ARTICLE X. Evidence of Rights of Bondholders and Ownership of Bonds. page Sec. 87. Instruments executed by bondholders 211 Sec. 88. Bearer of coupon bond deemed to be owner 212 Person in whose name bond registered deemed to be owner 212 Mortgagor and Trustee may require bondholder to submit bond for inspection 213 ARTICLE XI. Immunity of Incorporators, Stockholders, Officers and Directors. Sec. 89. Immunity of incorporators, etc 213 ARTICLE XII. Effect of Merger, Consoiidation, Etc. Sec. 90. Mortgagor may consolidate, etc 214 Sec. 91. Rights of successor corporation 215 Provisos 216 Sec. 92. Limitation of lien in case of merger 217 Sec. 93. Definition of “Mortgagor” 217 Qualification as to net earnings certificate 218 Sec. 94. Surrender of powers by Mortgagor 218 ARTICLE XIII. Concerning the Trustee. Sec. 95. Conditions of accepting trusts 218 Trustee not responsible for recitals or in other respects .... 219 Trustee under no duty to file or record indenture 219 — nor liable for failure of Mortgagor to insure, etc 219 — nor responsible for disposition of bonds, etc 220 Trustee not responsible for acts of its attorneys, agents, etc. 220 Trustee may require indemnity 220 — may assume no default exists 220 — not required to take action except upon request 221 How notice given to Mortgagor 221 Trustee protected in acting 221 When Trustee may make examinations 223 How request, etc., of Mortgagor to be expressed and evi- denced 223 When Trustee to allow interest 223 Compensation of Trustee 224 Sec. 96. Resignation of Trustee 224 Sec. 97. Removal of Trustee 224 Sec. 98. Appointment of new Trustee 225 Sec. 99. New Trustee to execute instrument of acceptance, etc 226 Sec. 100. Merger of Trustee 227 Vlll ARTICLE XIV. Discharge of Mortgage. PAGE See. 101. Discharge of Mortgage 228 ARTICLE XV. Miscellaneous. Sec. 102. Benefits of indenture confined to parties 228 Sec. 103. Successors and assigns to parties, etc 229 Sec. 104. Indenture executed in counterparts 229 Signatures 230 Acknowledgments 231 County Clerk ’s Certificate 232 Certificates of recordation 233 Indenture, dated June 1 , 1921 , between Alabama Parties. Power Company, a corporation of the State of Alabama (hereinafter called the Mortgagor), party of the first part, and United States Mortgage and Trust Company, a corporation of the State of New York (hereinafter called the Trustee), party of the second part. Whereas, the Mortgagor is authorized to borrow Corporate money for its corporate purposes, to issue its bonds • mthonty - therefor, and to mortgage its property to secure the pay- ment of said bonds, and to that end its board of directors has duly authorized an issue of bonds and the execution of a mortgage and deed of trust to secure the payment thereof substantially in the form of these presents; and Whereas, said bonds are to be issued in one or more Description series, are to bear interest at such rates, are to be pay-i h £ S ue° ud able at such dates not later than June 1, 1981, are to be coupon bonds and/or registered bonds without coupons and are to be otherwise in such form and of such tenor, subject to the provisions hereof, as the board of di- rectors of the Mortgagor may from time to time deter- mine; said coupon bonds, coupons, registered bonds without coupons and the Trustee’s certificate upon said bonds are to be substantially in the forms following, re- spectively — the series, numbers and denominations, dates of issue and of maturity, interest payment dates, rates of interest and date fixing the standard of weight and fineness of gold coin to be paid to be inserted therein, and such appropriate insertions, omissions and variations to be made in respect of such bonds and coupons as may be authorized by the board of directors of the Mortgagor to express the terms and provisions under which said bonds and coupons are to be payable in foreign currencies or foreign countries 2 (if so payable) ; to express the terms and conditions of exchangeability of the bonds (if exchangeable), the re- demption thereof before maturity (if redeemable), the convertibility thereof (if convertible), and the terms and conditions, if any, with regard to the establishment and application of any sinking, amortization, improvement or analogous fund for the benefit of the holders of the bonds issued hereunder; to express the covenants of the Mortgagor in respect of payment of taxes ; and in other respects to express the terms and conditions on which said bonds are issued as required or permitted by this indenture : [form of coupon bond] UNITED STATES OF AMERICA State of Alabama ALABAMA POWER COMPANY Form of First Mortgage Lien and Refunding Gold Bond coupon bond. Series No $ For Value Received, Alabama Power Company (here- inafter called the Company), promises to pay to bearer, or, in case this bond be registered, to the registered holder hereof, on , Dollars ($ ) in gold coin of the United States of America of the present standard of weight and fineness, at its office or agency in the Borough of Manhattan in the City of New York, and, upon presentation and surrender of the annexed coupons as they become due, semi-annu- ally on and in each year, to pay interest thereon in like gold coin at said office or agency, at the rate of per cent. ( % ) per annum from the date hereof until such principal sum shall be paid. 3 This bond is one of an issue of bonds of the Company, known as its First Mortgage Lien and Refunding Gold Bonds, being one of Series there- of, all issued and to be issued under and equally secured by and entitled to the benefits and subject to the provi- sions of a mortgage and deed of trust, dated June 1, 1921, made by the Company to United States Mortgage and Trust Company, of the City of New York, as trustee, to which reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security (including a first mort- gage lien through the pledge, to the extent in said mort- gage and deed of trust specified, of First Mortgage Thirty-Year Five Per Cent. Gold Bonds maturing March 1, 1946, issued by the Company and outstanding under its First Mortgage to the United States Mort- gage and Trust Company, as trustee, dated March 1, 1916), the rights of the holders of the bonds under said mortgage and deed of trust, and the terms and conditions upon which the said bonds are issued, secured and held. The principal of such bonds may become due before the maturity thereof, on the conditions, in the manner and at the times set forth in said mortgage and deed of trust, upon the happening of a default as therein provided. This bond may, from time to time, be registered as to principal at said office or agency and the registration noted hereon, after which no valid transfer hereof can be made, except at said office or agency, until after regis- tered transfer to bearer; but such registration shall not affect the negotiability of the coupons, which shall always be payable to bearer and transferable by delivery. The holder of this bond, at his option, may surrender the same with all unmatured coupons attached thereto for cancellation and exchange for a registered bond without coupons of the same principal amount and of the same series, bearing interest from the next preceding 4 interest day, which registered bond may in turn be re-ex- changed for a coupon bond or bonds of the same aggre- gate principal amount and of the same series, all as provided in the said mortgage and deed of trust. Upon each such exchange and re-exchange the Company may require the payment of the charges in said mortgage and deed of trust prescribed. No recourse shall be had for the payment of the prin- cipal or interest of this bond against any incorporator, stockholder, subscriber to the capital stock, officer or di- rector of the Company, either directly or through the Company, by virtue of any statute or by enforcement of any subscription to capital stock, assessment or other- wise; any and all such liability of incorporators, stock- holders, subscribers, officers and directors being re- leased by the holder hereof by the acceptance of this bond, and being likewise waived and released by the terms of the mortgage and deed of trust, subject to which this bond is issued. This bond shall not be valid until the certificate of authentication indorsed hereon shall have been signed by United States Mortgage and Trust Company, or its successor as trustee under the said mortgage and deed of trust. In witness whereof, the said Alabama Power Com- pany has caused its corporate seal to be affixed hereto, attested by its Secretary or Assistant Secretary, and these presents to be signed in its name by its President or a Vice-President, and interest coupons, bearing the en- graved fac-simile signature of its Treasurer to be an- nexed hereto, all as of , 19 . Alabama Power Company, By Attest : Vice-President. Assistant Secretary. 5 [FORM OF COUPON] Form of coupon. No Series $ On the first day of , 19 , Alabama Power Company will pay to bearer at its office or agency in the Borough of Manhattan in the City of New York, Dollars ($ ) in gold coin, as speci- fied in its First Mortgage Lien and Refunding Cold Bond, Series , No. , being six months’ interest then due on said bond. Treasurer. [FORM OF REGISTERED BOND WITHOUT COUPONS] Form of registered UNITED STATES OF AMERICA bond - State of Alabama ALA IS AM A POWER COMPANY First Mortgage Lien and Refunding Gold Bond Series No $ For Value Received, Alabama Power Company (here- inafter called the Company), promises to pay to , or registered assigns, on , dollars ($ ), in gold coin of the United States of America of the standard of weight and fineness as it existed on the day of , at its office or agency in the Borough of Manhattan in the City of New York, and to pay interest thereon in like gold coin at said office or agency, semi-annually on and in each vear at the rate of per cent. 6 ( %) P cr annum from the interest date ( or ) next preceding the date of this bond until such principal sum shall be paid. This bond is one of an issue of bonds of the Company, known as its First Mortgage Lien and Refunding Gold Bonds, being one of Series thereof, all issued and to be issued under and equally secured by and entitled to the benefits and subject to the provisions of a mort- gage and deed of trust dated June 1, 1921, made by the Company to United States Mortgage and Trust Company, of the City of New York, as trustee, to which reference is hereby made for a des- scription of the property mortgaged and pledged, the nature and extent of the security (including a first mort- gage lien through the pledge, to the extent in said mort- gage and deed of trust specified, of First Mortgagee Thirty-Year Five Per Cent. Gold Bonds maturing March 1, 1946, issued by the Company and outstanding under its First Mortgage to the United States Mortgage and Trust Company, as trustee, dated March 1, 1916), the rights of the holders of the bonds under said mortgage and deed of trust, and the terms and conditions upon which the said bonds are issued, secured and held. The principal of such bonds may become due before the maturity thereof, on the conditions, in the manner and at the time set forth in said mortgage and deed of trust, upon the happening of a default as therein provided. This bond is transferable by the registered holder hereof in person or by his duly authorized attorney at said office or agency of the Company upon surrender and cancellation of this bond, and thereupon a new reg- istered bond of the same series will be issued to the transferee in exchange therefor; and this bond with others of like form may in like manner be exchanged for one or more new registered bonds of the same series 7 in denominations of one thousand dollars ($1,000) or multiples thereof approved by the Company, of the same aggregate principal amount; or the registered holder of this bond may at his option surrender the same for cancellation and exchange for a coupon bond or bonds of the denomination of One thous- and dollars ($1,000) of the same aggregate principal amount and of the same series, with coupons attached maturing on and after the next ensuing interest date, which coupon bonds may in turn be re- exchanged for registered bonds of the same aggregate principal amount and of the same series, all as provided in said mortgage and deed of trust. Upon eacli such transfer, exchange and re-exchange the Company may re- quire the payment of the charges in said mortgage and deed of trust prescribed. No recourse shall be had for the payment of the prin- cipal or interest of this bond against any incorporator, stockholder, subscriber to the capital stock, officer or director of the Company, either directly or through the Company, by virtue of any statute or by enforcement of any subscription to capital stock, assessment or otherwise; any and all such liability of incor- porators, stockholders, subscribers, officers and di- rectors being released by the holder hereof by the acceptance of this bond, and being likewise waived and released by the terms of the mort- gage and deed of trust subject to which this bond is is- sued. This bond shall not be valid until the certificate of authentication indorsed hereon shall have been signed by United States Mortgage and Trust Company, or its successor under the said mortgage and deed of trust. In witness whereof, the said Alabama Pow r er Com- pany has caused its corporate seal to be affixed hereto, attested by its Secretary or Assistant Secretary, and 8 Form of Trustee’s certificate. Consent of stockholders. Require- ments of law com- plied with Granting Clauses. those presents to be signed in its name by its President or a Vice-President, this day of , 19 Alabama Power Company, By Attest : Vice-President. Assistant Secretary. [form of trustee's certificate on bonds] This bond is one of the bonds described in the inden- ture of mortgage and deed of trust in this bond referred to. United States Mortgage and Trust Company, Trustee, By And whereas, at a special meeting duly and regularly called and held for such purpose, the consent of the persons holding the larger amount in value of the capital stock of the Mortgagor was obtained in favor of the execution of this mortgage and deed of trust ; and Whereas, all the requirements of law relating to the execution of this indenture have been complied with and observed; and all things necessary to make this inden- ture a valid and binding mortgage and deed of trust for the security of all bonds from time to time issued here- under, have happened, been done, and been performed; Now, therefore, this indenture witnesseth: That the Alabama Power Company, the said Mortgagor, in consideration of the premises and of one dollar to it 9 duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is here- by acknowledged, in order to secure the payment of the principal of and interest on all bonds from time to time issued hereunder, according to the terms of said bonds and of the coupons attached thereto, hath granted, bar- gained, sold, conveyed, assigned, transferred, confirmed, pledged and set over, and by these presents doth grant, bargain, sell, convey, assign, transfer, confirm, pledge and set over unto the United States Mortgage and Trust Company, as Trustee, and its successor or successors and assigns forever, the following property — that is to say: Clause First. Real Estate and Appurtenances. I. — The electric generating plants and stations of the Electric Mortgagor, including all dams, power houses, buildings, p 1 e ^' 1 '[ atll,g reservoirs, pipe lines, flumes, structures and works, and the land on which the same are situated, and all water rights, and all other lands and easements, rights of way, permits, privileges, towers, poles, wares, machinery, equipment, appliances, appurtenances and supplies form- ing a part of said plants and stations, or any of them, or occupied, enjoyed or used in connection therewith, or adjacent thereto, including the following described prop- erty in the State of Alabama, namely: (1) The hydro-electric plant at Lock 12, on the Coosa River, including lands in Chilton, Coosa, Shelby and Talladega Counties ; together with the franchises, authority and right to maintain and operate the same, granted to the Mortgagor in and by that certain Act of Congress, approved March 4, 1907, at 10 o’clock a. m., entitled “An Act per- mitting the erection of a dam across Coosa River, Alabama, at the place selected for Lock num- bered 12 on said River,” and all other franchises 10 and rights connected therewith, including Frac- tions A, B and C of section nineteen, township twenty-three north, range sixteen east, in said County of Coosa, and the fractional northeast quar- ter, and the northwest quarter, and the northeast quarter of the southwest quarter and the fractional southeast quarter, all in section twenty-four, town- ship twenty-three north, range fifteen east, in said County of Chilton, constituting the location and abutment sites of the dam and power house of said plant ; (2) The hydro-electric plant at Duncan’s Riffle, on the Coosa River, to be constructed, in- cluding lands in Chilton and Coosa Counties; to- gether with the license, authority and right to construct, operate and maintain the same, when granted to the Mortgagor, application for which was made to the Federal Power Commis- sion on November 3, 1920, pursuant to the Act of Congress approved June 10, 1920, 41 U. S. Stat. at L., 1063, designated as “The Federal Water Power Act,” being known and designated as Project No. 82, Alabama, on the records of said Federal Power Commission, and all other franchises and rights con- nected therewith including all of fractional section fourteen, township twenty-one north, range sixteen east, lying east of the Coosa River, in Coosa County, and all of the north half of fractional section fifteen, township twen- ty-one north, range sixteen east, lying west of the Coosa River, except the west half of the north- west quarter, in Chilton County, and all that part of fractional section ten, township twenty-one north, range sixteen east, lying west of the Coosa River, except the fractional west half of the south- west quarter in Chilton County, constituting the location and abutment sites of the dam of said plant. 11 (3) The hydro-electric plant at Jackson Shoals on Choccolocco Creek, near Talladega, in Talladega County, the dam and power house of said plant being located on two tracts on opposite sides of Choccolocco Creek, and known, respectively, as the first forty acres of the Henry A. Turner tract, adjoining Jackson Shoals on the south side of Choccolocco Creek, and the Jackson Shoals tract, beginning at a point twenty feet above the upper bar of said Jackson Shoals on the north side of said Choccolocco Creek, as located by the survey of the old Alabama Power Development Company ; (4) The steam plant near Gadsden, in Etowah County, located on lands described as follows: Beginning at a point on the Coosa River four hundred feet east of and at right angles to the land line, which said land line runs north and south through the center of the west half of section two, township twelve south, range six east, and running from said beginning point on the river in a southerly direction parallel with said north and south land line and always four hundred feet there- from a distance of sixteen hundred twenty- one and five-tenths feet to a point, thence run- ning easterly but parallel with the southern boundary line of said section two a distance of nine hundred forty-two feet to a point on the land line dividing the east half from the west half of said section two, running thence in a southerly direction along said last named land line a distance of six hundred seventy- one and five-tenths feet to the southwest corner of the southeast quarter of said sec- tion two, thence running easterly along the southern boundary line of said section two 12 twenty-six hundred thirty-eight feet to the southeast corner of said section two, thence running northerly along the eastern land line of said section two to the Coosa River, thence running northwesterly with the river and fol- lowing its meanderings to the point of begin- ning, containing eighty and seventy-one one- hundredths acres; being a part of the south- east quarter of section two, and a part of the east half of the southwest quarter of section two in township twelve south, range six east, in Etowah County; (5) The steam plant at Albany (formerly New Decatur), in Morgan County, located on lands de- scribed as follows : Lots 43, 44, 45, 46 and 47 in the Gateway Land Company’s Addition to Decatur; (6) The steam plant at Huntsville, in Madison County, located on lands described as follows: Lots numbered 17 (except such part thereof as is occupied by the Nashville, Chattanooga & St. Louis Railway for a side track), 18, 19, and 20 in Plat “A,” Milton Hume’s Addi- tion to the City of Huntsville, recorded in Plat Book 1, pages 51 and 72, in the office of the Judge of Probate of Madison County; (7) The steam plant at Gorgas, in Walker County, located on lands described as follows: Beginning at the point of intersection of the low water mark on the north bank of Mul- berry Fork of the Warrior River before the raising of the elevation of said River by the erection of the dam at Lock 17 on said River and the center of what is known as Spring 13 Branch in the southwest quarter of the south- east quarter of section eighteen, township sixteen south, range six west, thence up said Spring Branch with the meanderings there- of to the Spring, thence north ninety degrees east 401.9 feet to the west line of the east half of the southeast quarter of said section eighteen, thence north along the west line of said east half of the southeast quarter of said section eighteen for a distance of 717.4 feet to a point, thence north ninety degrees east to the center of Baker’s Creek, thence in a southerly direction along the center of said Baker’s Creek to the said low water mark of the Warrior River, thence down said River along said low water mark in a northwesterly direction to the point of beginning, said tract lying in and being a part of sections eighteen and nineteen, township sixteen south, range six west, excepting and reserving what is known and designated in that certain contract dated December 1, 1917, and known as “Contract T-69,” between the Mortgagor and the United States of America as the Warrior Extension and Warrior Sub- station, including all generators, boilers, elec- trical equipment and apparatus now owned by the United States of America, together with the rights of the United States to re- move the same as are more fully set out in said “Contract T-69”; and also excepting and reserving the right of way in, over and across that part of the above described tract lying in the north half of the southeast quarter of said section eighteen excepted and re- served by and in that certain deed executed by A. B. Aldridge and wife, Annye B. 14 Aldridge, to the Mortgagor dated March 24th, 1916, and recorded in the office of Judge of Probate of Walker County in Deed Book 190, page 15. Also the following described lands used in con- nection with said plant: (a) All that part of the south half of sec- tion eighteen, township sixteen south, range six west, lying north of Warrior River and west of Baker’s Creek described as follows: Beginning at the northwest corner of the south half of said section eighteen, running thence south along the west line of said section to the low water mark on the north bank of Mul- berry Fork of Warrior River before the rais- ing of the elevation of said River by the erec- tion of the dam at Lock 17 on said River, thence up said River along said low water mark in a southeasterly direction to the center of Spring Branch in fraction A or the southwest quarter of the southeast quarter of said section eighteen, thence up said Spring- Branch with the meanderings thereof to the Spring, thence north 90 degrees east 401.9 feet to the west line of the east half of the southeast quarter of s/aid section eighteen, thence north along the west line of said east half of the southeast quarter of said section for a distance of 717.4 feet to a point, thence north 90 degrees east to the center of Baker’s Creek, 'thence in a northwesterly direction along the center of Baker’s Creek to the north line of the south half of said section eighteen, thence west along the north line of the south half of said section eighteen to the point of beginning; excepting and reserving, however, 15 two acres in the northwest corner of the north- west quarter of the southwest quarter of said section eighteen, and excepting and reserving also those certain minerals and mining rights reserved in and by the following deeds; that certain deed executed by A. B. Aldridge and wife, Annye B. Aldridge, to the Mortgagor, dated March 24, 1916, and recorded in the office of the Judge of Probate, of Walker County in Deed Book 190, page 15; that cer- tain deed executed by A. B. Aldridge and wife, Annye B. Aldridge, and J. deB. Hooper to the Mortgagor, dated February 22, 1917, and recorded in the office of the Judge of Probate of Walker County in Deed Record 195, pages 207-8; that certain deed executed by the Winona Coal Company, a corporation, to the Mortgagor, dated May 7, 1917, and recorded in the office of the Judge of Probate of Walker County in Deed Record 195, pages 217-18; that certain deed executed by the Winona Coal Company, a corporation, to the Mortgagor, dated January 10, 1918, and recorded in the office of the Judge of Probate of Walker County in Deed Record 217, pages 290-91; that certain deed executed by A. B. Aldridge and wife, Annye B. Aldridge, to the Mort- gagor dated October 2, 1918, and recorded in the office of the Judge of Probate of Walker County in Deed Record 217, pages 288-89-90; and that certain deed executed by J. deB. Hooper to Winona Coal Company, dated April 26, 1917, and recorded in the office of the Judge of Probate of Walker County in Deed Record 195, pages 121-22 ; also excepting and reserving those certain houses, equip- ment and other property owned and con- 16 structed and placed upon the foregoing tract by the United States of America under that certain contract dated December 1, 1917, and known as “Contract T-69,” between the Mort- gagor and the United States of America, to- gether with the rights of the United States to remove the same, as are more fully set out in said contract; ( b ) All that part of section nineteen lying north of the Warrior River and east of Bak- er’s Creek, all that part of section twenty lying north of the Warrior River and all that part of the east half of the southeast quar- ter of section eighteen lying east of Baker’s Creek and south of a certain made line which runs from Baker’s Creek due east to the sec- tion line of section eighteen and 100 feet south of the old sulphur spring and also a strip of land along the east side of Baker’s Creek 100 feet wide from the water’s edge at ordinary stage extending from the above described made line to the north line of the southeast quarter of said section eighteen, all in township sixteen south, range six west, excepting and reserving those certain min- eral, mining and flowage rights excepted and reserved in and by that certain deed executed by A. B. Aldridge and wife, Annye B. Aldridge, to the Mortgagor dated March 27, 1916, and recorded in the office of the Judge of Probate of Walker County in Book 175 Record of Deeds, page 355. ( c ) All that part of the southwest quarter of the northeast quarter of section eighteen, township sixteen south, range six west lying south and west of Baker’s Creek, excepting 17 and reserving those certain mineral and min- ing rights, right of way and flowage rights excepted and reserved in and by that certain deed executed by Alabama Property Com- pany, a corporation, to the Mortgagor, dated April 1, 1920, and recorded in the office of the Judge of Probate of Walker County in Deed Record 218, pages 77-8. (8) The steam plant at Marion in Perry County, located on lands described as follows: Beginning at a point on the south line of the alley in the Town of Marion leading to the lot on which the power plant formerly owned by the Marion Electric Company was located, said alley also being the northern boundary of the lands of E. H. Purifoy on August 8, 1902, said point being 413 feet west of the point of intersection of the south line of said alley with the west line of Washington Street, running thence south 75 degrees and 15 min- utes west along the south line of said alley for a distance of 170 feet, thence south 14 degrees and 45 minutes east for a distance of 171 feet, thence north 75 degrees and 15 minutes east for a distance of 170 feet, thence north 14 degrees and 45 minutes west for a distance of 171 feet to the said point of begin- ning, together with all rights of way for rail- roads and streets leading into said property. (9) The steam plant at Selma in Dallas County, located on lands described as follows: Beginning at a stake at the northeast cor- ner of the lot now or formerly owned by Thornton B. Golsby in the City of Selma and running thence eastwardly along the line of the Alabama & Tennessee River Railroad 18 (now the Southern Railway Company) 186 feet; thence southwardly, at right angles with said railroad 260 feet, more or less, to the original boundary as named in a deed given by Francis Warley, Francis A. Todd, et al., to Benj. F. Jackson and Henry West; thence westwardly 223 feet, more or less, to the line of lot now or formerly owned by Thornton B. Golsby; thence northwardly 237 feet to the point of beginning, containing 1.25 acres more or less, said lot being a part of large or out lots numbered 28 and 30 in the original plan of the Town of Selma and is the samelotconveyed to Selma Gas Light Company by deed of Benjamin F. Jackson, dated the day of May, 1855, and recorded in the Probate Office of Dallas County, Alabama, in Record Book R, on pages 282 and 283. Also the following described property located in Selma, Dallas County: (u) Beginning at a point on the south margin of the right of way of the Southern Railway Company at the northwest corner of the lot last above described on which the steam plant of the Mortgagor at Selma is located which is also the northeast corner of the lot formerly owned by the Texas Company; thence westerly along the south line of said right of way 16 feet, thence in a southerly di- rection approximately at right angles to said right of way line and parallel to office build- ing of Mortgagor’s gas works, a distance of 75 feet, more or less, to point of intersection with the westerly line of said above described lot owned by the Mortgagor ; thence northerly along the westerly line of the Mortgagor’s 19 said lot to place of beginning, being the same lot conveyed to Selma Lighting Company by the Texas Company by deed dated April 6, 1916, and recorded in the office of the Judge of Probate of Dallas County, Alabama, in Record Book 252 on page 262. (&) That lot commencing at the southeast corner of what is now or formerly known as the Selma Rolling Mills Lot and running thence eastwardly along the Selma, Rome & Dalton Railroad (now Southern Railway Com- pany) 20 feet; thence northwardly parallel with the boundary line of said Selma Rolling Mills lot to the margin of what was former- ly called the Swamp Road, commonly called the Burnsville Road; thence along the south margin of said road until it strikes a line running from the place of beginning north 32 degrees west, the distance of said last men- tioned line being 212 feet, and is the same lot conveyed by Daniel Partridge and others to Selma Gas Light Co. by deed dated De- cember 2, 1879, and recorded in the office of the Judge of Probate of Dallas County, Ala- bama, in Deed Book 67, pages 311 and 312, subject however to that certain easement granted to the Texas Company by the Selma Lighting Company by deed dated May 1st, 1916. (10) The steam plant at Gunter sville, in Mar- shall County, located on lands described as fol- lows: A lot or parcel of land situated in the north- west quarter of the northeast quarter of sec- tion eleven and the southwest quarter of the southeast quarter of section two, township 20 eight south, range three east, and more par- ticularly described as follows: Begin at a point on the eastern boundary of the right of way of the Nashville, Chattanooga and St. Louis Railway where the southern bound- ary of Scott Street, according to survey of Guntersville, if extended easterly and on same alignment would intersect the eastern bound- ary of said right of way, thence running south- wardly along said right of way 100 feet, thence eastwardly and at right angles 150 feet, thence northwardly and at right angles 100 feet, thence westwardly and at right angles 150 feet to point of beginning. Electric II. — The electric transmission lines of the Mortgagor, i?nes Smi bi including the towers, poles, pole lines, wires, switch racks, switch boards, insulators and other appliances and equip- ment, and all other property forming a part thereof, or appertaining thereto; together with all real property, rights of way, easements, permits, privileges, franchises and rights for or relating to the construction, mainte- nance or operation thereof, through, over, under or upon any public streets or highways, within as well as with- out the corporate limits of any municipal corporation, in- cluding the following described property in the State of Alabama, namely: (1) The Lock 12 to Birmingham Transmission Line, extending from the Mortgagor’s hydro-elec- tric plant at Lock 12 on the Coosa River, in Chilton County, 46.51 miles, more or less, to the Mort- gagor’s substation at Magella, near Birmingham, in Jefferson County, and all service lines extend- ing therefrom; (2) The Lock 12 to Anniston Transmission Line, extending from the Mortgagor’s hydro-elec- tric plant at Lock 12 on the Coosa River, in Chil- 21 ton County, 67.84 miles, more or less, to the Mort- gagor’s substation at Woodstock, near Anniston, in Calhoun County, and all service lines extending therefrom; (3) The Sylacauga to Cherokee Bluffs Trans- mission Line, extending from the Mortgagor’s sub- station near Sylacauga, in Talladega County, 25.11 miles, more or less, to the Mortgagor’s substation at Alexander City, in Tallapoosa County, and all service lines extending therefrom ; (4) The Jackson Shoals to Leeds to Lovick Transmission Line, extending from the Mort- gagor’s transmission line, hereinabove described as number (2) at Jackson Shoals, in Talladega County (and at which point is also located the Mortgagor’s hydro-electric plant and substation), 30.47 miles through Leeds, in Jefferson County, to Lovick, in Jefferson County, and all service lines extending therefrom; (5) The Anniston to G-adsden Transmission Line, extending from the Mortgagor’s substation at Woodstock, near Anniston, in Calhoun County (and from the Mortgagor’s transmission line, here- inabove described as number (2)), 25.95 miles, more or less, to the Mortgagor’s steam plant near Gadsden, in Etowah County, and all service lines extending therefrom; including the line from said steam plant to Attalla, in Etowah County; (6) The Leeds to Birmingham Transmission Line, extending from the Mortgagor’s transmis- sion line, hereinabove described as number (4), at Leeds, in Jefferson County, 18.98 miles, more or less, to the Mortgagor’s substation at Magella, near Birmingham, in Jefferson County, and all service lines extending therefrom : 22 (7) The Magella to Tuscaloosa Transmission Line, extending from the Mortgagor’s substation at Magella, near Birmingham, in Jefferson County, 55.5 miles, more or less, to the corporate limits of the City of Tuscaloosa, in Tuscaloosa County, and all service lines extending therefrom ; (8) The Jackson Shoals to Ragland Transmis- sion Line, extending from the Mortgagor’s trans- mission line hereinabove described as number (2), at Jackson Shoals, in Talladega County (and at which point is also located the Mortgagor’s hydro- electric plant and substation), 13.59 miles, more or less, to the Mortgagor’s substation at Ragland, in St. Clair County, and all service lines extend- ing therefrom; (9) The Anniston to Talladega Transmission Line, extending from the Mortgagor’s substation at Woodstock, near Anniston, in Calhoun County, by way of Jackson Shoals, in Talladega County, (at which point is located the Mortgagor’s hydro-electric plant and substation), 29.25 miles, more or less, to the Mortgagor’s substation at Talladega, in Talladega County, being the pole line formerly owned by the Alabama Power Develop- ment Company, and all service lines extending therefrom ; (10) The Anniston to Piedmont Transmission Line, extending from the Mortgagor’s substation at Woodstock, near Anniston, in Calhoun County, 24.2 miles, more or less, to the plant of the Coosa Manufacturing Company, at Piedmont, in Calhoun County, and all service lines extending therefrom; (11) The Bessemer to Siluria Transmission Line, extending from the Mortgagor’s substation near Bessemer, in Jefferson County, 12.9 miles, 23 more or less, to the plant of the Buck Creek Cotton Mills at Siluria, in Shelby County, and all service lines extending therefrom; (12) The Helena to Blocton Transmission Line, extending from the Mortgagor’s transmission line, hereinabove described as number (11), at or near Helena, in Shelby County, 22.9 miles, more or less, to the Mortgagor’s substation at or near West Blocton, in Bibb County, and all service lines ex- tending therefrom; (13) The Talladega to Ashland Transmission Line, extending from the Mortgagor’s substation in Talladega, in Talladega County, by way of the pumping station of the Mortgagor at or near Irona- ton, in Talladega County, 23.8 miles, more or less, to the Mortgagor’s substation at Ashland, in Clay County, and all service lines extending therefrom; (14) The Decatur to Hartselle Transmission Line, extending from the Mortgagor’s steam plant at Albany (formerly New Decatur), in Morgan County, 12.1 miles, more or less, to the Mortgagor’s substation at Hartselle, in Morgan County, and all service lines extending therefrom; (15) The Decatur to Austinville Transmission Line, extending from the Mortgagor’s steam plant at Albany (formerly New Decatur), in Morgan County, 3 miles, more or less, to the Mortgagor’s substation at or near Austinville, in Morgan County, and all service lines extending therefrom ; (16) The Alexander City to Opelika Transmis- sion Line, extending from the Mortgagor’s sub- station at Alexander City, in Tallapoosa County. 39.42 miles, more or less, to the Mortgagor’s sub- 24 station at Opelika, in Lee County, and all service lines extending therefrom; (17) The Straven to Montevallo Transmission Line, extending from a point on the Mortgagor’s transmission line, hereinabove described as num- ber (12), near Straven, in Shelby County, 10.88 miles, more or less, to the Mortgagor’s substation at Montevallo, in Shelby County, and all service lines extending therefrom; (18) The Warrior to Corona Transmission Line, extending from the Mortgagor’s steam plant at Gorgas, in Walker County, 15.71 miles, more or less, to the Mortgagor’s substation at Corona, in Walker County, and all service lines extending therefrom; (19) The Parrish to Jasper Transmission Line, extending from a point on the Mortgagor’s trans- mission line, hereinabove described as number (18), at or near Parrish in Walker County, 7.7 miles, more or less, to the Mortgagor’s substation at Jasper, in Walker County, and all service lines extending therefrom; (20) The Auburn to Tuskegee Transmission Line, extending from the Mortgagor’s transmis- sion line, hereinabove described as number (16), at a point near Opelika, in Lee County, by way of Auburn, in Lee County, 20.79 miles, more or less, to the Mortgagor’s substation at Tuskegee, in Macon County, and all service lines extending therefrom ; (21) The Bessemer to Warrior Transmission Line, extending from the Mortgagor’s substation near Bessemer, in Jefferson County, 30.92 miles, more or less, to the Mortgagor’s steam plant at 25 Gorgas, in Walker County, and all service lines extending therefrom; (22) The Gadsden to Huntsville Transmission Line, extending from the Mortgagor’s steam plant near Gadsden, in Etowah County, 64.38 miles, more or less, to the Mortgagor’s substation at Huntsville, in Madison County, and all service lines extending therefrom; (23) The Gadsden to Lindale Transmission line, extending from the Mortgagor’s steam plant near Gadsden, in Etowah County, 35.12 miles, more or less, to the point of connection with the transmission line of the Georgia Railway & Power Company at the Alabama-Georgia State Line, in Cherokee County, and all service lines extending therefrom ; (24) The Huntsville to Decatur Transmission Line, extending from the Mortgagor’s substation at Huntsville in Madison County, 26.00 miles, more or less, to the Mortgagor’s steam plant at Albany (formerly New Decatur), in Morgan Coun- ty, and all service lines extending therefrom; (25) The Huntsville to Gurley Transmission Line, extending from the Mortgagor’s substation at Huntsville, in Madison County, 13.10 miles, more or less, to the Mortgagor’s substation at Gurley, in Madison County, and all service lines extending therefrom; (26) The Lock 12 to Selma Transmission Line, extending from the Mortgagor’s hydro-electric plant at Lock 12 on the Coosa River, in Chilton County, by way of the Mortgagor’s substation at Vida, in Autauga County, 53.44 miles, more or less, to the Mortgagor’s steam plant at Selma, 26 in Dallas County, and all service lines extending therefrom ; (27) The Ashland to Roanoke Transmission Line, extending from the Mortgagor’s substation at Ashland, in Clay County, by way of Lineville, in Clay County, 31.4 miles, more or less, to the Mortgagor’s substation at Roanoke, in Randolph County, and all service lines extending therefrom; (28) The Warrior to Empire Transmission Line, extending from the Mortgagor’s steam plant at Gorgas, in Walker County, 16.3 miles, more or less, to Empire, in Walker County, and all service lines extending therefrom; (29) The Roanoke to LaFayette Transmission Line, extending from the Mortgagor’s substation at Roanoke, in Randolph County, 19.68 miles, more or less, to the Mortgagor’s substation at LaFayette, in Chambers County, and all service lines extending therefrom; (30) The Jasper to Carbon Hill Transmission Line, extending from the Mortgagor’s substation at Jasper, in Walker County, by way of Townley, in Walker County, 15.68 miles, more or less, to the Mortgagor’s substation at Carbon Hill, in Walker County, and all service lines extending therefrom; Together with the following franchises and rights under which said transmission lines, or any of them, are or may be constructed, operated and maintained : That certain franchise granted to the Mort- gagor by the Town Council of Calera, in Shelby County, by ordinance dated June 18, 1913; 27 That certain franchise granted to the Mort- gagor by the City Council of Piedmont, in Calhoun County, by ordinance dated August 4, 1915; That certain franchise granted to the Mort- gagor by the Town Council of Cordova, in Walker County, by ordinance dated April 24, 1917; That certain franchise granted to the Mort- gagor by the Town Council of Five Points, in Chambers County, by ordinance dated November 20, 1919; That certain franchise granted to the Mort- gagor by the Town Council of LaFayette, in Chambers County, by ordinance dated Oc- tober 22, 1919; That certain franchise granted to the Mort- gagor by the City Council of Opelika, in Lee County, by ordinance dated July 21, 1916; That certain franchise granted to the Mort- gagor by the Town Council of Tuskegee, in Macon County, by ordinance dated October 5, 1920; That certain franchise granted to the Mort- gagor by the Town Council of Auburn, in Lee County, by ordinance dated February 1, 1921. Those certain rights granted by order dated April 7, 1913, made by the Court of County Commissioners of Etowah County; by order dated November 3, 1913, made by the Court of County Commissioners of Tallapoosa County; by order dated November 4, 1913, made by the Court of County Commissioners of Clay County; by order dated August 10, 1914, made by the Court of County Commis- sioners of St. Clair County; by order dated September 7, 1914, made by the Board of Road Commissioners of St. Clair County; by order dated November 24, 1913, made by the Board of Revenue of Jefferson County; by order dated May 19, 1913, made by the Court of County Commissioners of Chilton County; by order dated June 4, 1913, made by the Court of County Commissioners of Coosa County; by order dated December 15, 1913, made by the Board of Revenue of Shelby County; by order dated August 11, 1913, made by the Court of County Commissioners of Talladega County; by order dated December 7, 1914, made by the Court of County Commissioners of Calhoun County ; by order dated February 13, 1905, made by the Court of County Com- missioners of Etowah County ; by order dated August 10, 1914, made by the Court of County Commissioners of Tuscaloosa County; and by order dated September 7, 1915, made by the Court of County Commissioners of Morgan County ; Also those certain rights granted to the Mortgagor by order dated February 14, 1921, made by the Court of County Commissioners of Autauga County; by order dated May 14, 1917, made by the Court of County Commis- sioners of Bibb County; by order dated No- vember 6, 1916, made by the Court of County Commissioners of Chambers County; by order dated February 21, 1921, made by the Court of County Commissioners of Cherokee County; by order dated February 28, 1918, made by the Court of County Commissioners of Colbert County; by order dated November 3, 1919, made by the Court of County Revenues of Dallas County; by order dated November 10, 1919, made by the Court of County Commis- 29 sioners of Dallas County; by order dated No- vember 6, 1912, made by the Court of County Commissioners of Etowah County; by order dated April 7, 1913, made by the Court of County Commissioners of Etowah County ; by order dated April 2, 1918, made by the Court of County Commissioners of Franklin County; by order dated November 6, 1916, made by the Court of County Commissioners of Lee County; by order dated May 2, 1917, made by the Court of County Commissioners of Limestone County; by order dated Febru- ary 14, 1921, made by the Board of Revenue of Macon County; by order dated November 3, 1919, made by the Court of County Commis- sioners of Madison County; by order dated February 16, 1921, made by the Board of Rev- enue of Morgan County ; by order dated Feb- ruary 14, 1921, made by the Court of County Commissioners of Randolph County; by agree- ment dated June 28, 1907, between Talladega County, Alabama, and Alabama Power De- velopment Company, its successors and as- signs; by order dated November 9, 1916, made by the Court of County Commissioners of Walker County; by order dated April 1, 1918, made by the Court of County Commis- sioners of Winston County; and by order dated January 1, 1920, made by the Court of County Commissioners of Marshall County. III. — The electric distributing systems of the Mortga- Electric dis- gor, including substations, transformers, switchboards, * r “ ng towers, poles, wires, insulators and other appliances and equipment and all other property, real or personal, forming a part of or appertaining to, or used, occupied or enjoyed, in connection with the said distributing sys- 30 terns or any of them; together with all rights of way, easements, permits, privileges, franchises and rights in or relating to the construction, maintenance or operation thereof, through, over, under or upon any public streets or highways within as well as without the corporate limits of any municipal corporation, including the following described property in the State of Alabama, namely: (1) The Talladega system as constructed and equipped at and near Talladega in Talladega County; together with the office and substation of the Mortgagor at Talladega, described as follows: The property conveyed by J. E. Stone, being part of Lot 62, according to the original survey of the City of Talladega, and being Lots 29 and 30 of the J. E. Stone plat of the City of Talladega as shown in Plat Book Volume I, page 100. Also the following franchises under which said system is or may be operated: (a) That certain franchise granted to Alabama Power Development Company by the City Council of Talladega by ordinance dated April 5, 1909, to distribute and sell electric current for light, power and other purposes in Talladega; ( b ) That certain franchise granted to the Mortgagor by the City Council of Talladega by ordinance dated October 19, 1915. (2) The Decatur system as constructed and equipped at and near Decatur and Albany (former- ly New Decatur) in Morgan County; together with the following franchises, under which said sys- tem is or may be operated: (a) That certain franchise granted to The 31 Decatur Light, Power & Fuel Company by the City Council of Decatur by ordinance dated March 10, 1906, for the distribution and sale of electric current for light, power and other purposes in the City of Decatur; ( b ) That certain franchise granted to Ed- ward J. Berwind by the City Council of New Decatur (now Albany) by ordinance dated May 3, 1904, for the distribution and sale of electric current for light, power and other purposes in the City of New Decatur, as amended by ordinance dated October 11, 1915; (c) That certain franchise granted to the Mortgagor by the City Council of New Decatur (now Albany), by ordinance dated December 9, 1913; ( d ) That certain franchise granted to the Mortgagor by the City Council of Albany by ordinance dated July 7, 1919; ( e ) That certain franchise granted to the Mortgagor by the City Council of Decatur by ordinance dated October 16, 1919. (3) The Huntsville system as constructed and equipped at and near Huntsville in Madison County; together with the following franchises, un- der which said system is or may be operated : (a) That certain franchise granted to — , President of Huntsville Electric Company, by the Mayor and Aldermen of the City of Hunts- ville by ordinance dated May 17, 1887, for the installation and maintenance of an electric lighting system in the City of Huntsville ; (fo) That certain franchise granted to 32 Huntsville Railway, Light & Power Company by order of the Court of County Commis- sioners of Madison County, dated May 4, 1914, as amended by order dated June 1, 1914. (4) The Anniston system as constructed and equipped, at and near Anniston, Hobson City and Oxford, in Calhoun County; together with that certain substation site of the Mortgagor at An- niston described as follows: Beginning at a point on the south side of Tenth Street in the City of Anniston, which is 100 feet east of and perpendicular to the center line of the main track of the Selma Division of the Southern Railway Company, formerly the East Tennessee, Virginia & Georgia Rail- way Company, thence south 13 degrees, 46 minutes east for a distance of 498 feet, thence north 76 degrees, 14 minutes east for a dis- tance of 50 feet, thence south 13 degrees, 46 minutes east for a distance of 776 feet to the point of beginning, being the northeast corner of the lot herein described, thence from said point of beginning south 76 de- grees, 14 minutes west for a distance of 30 feet, thence south 13 degrees, 46 minutes east for a distance of 120 feet, thence north 76 de- grees, 14 minutes east for a distance of 30 feet, thence north 13 degrees, 46 minutes west for a distance of 120 feet to the said point of beginning, said lot being a rectangle, 30 feet wide by 120 feet long. Also the substation site of the Mortgagor at Oxford described as follows: Begin at the northeast corner of Fourth Street and McPherson Street in the Town of 33 Oxford, thence east along margin of Fourth Street 99 feet, thence north and parallel with McPherson Street 33 feet, thence west and parallel with Fourth Street 99 feet to margin of McPherson Street, thence south along Mc- Pherson Street 33 feet to the point of begin- ning. Also the following franchises under which said system is or may be operated: (a) That certain franchise granted to An- niston Electric Company by the City Council of Anniston by ordinance dated October 12, 1899, for the distribution and sale of electric current for light, power and other purposes in the City of Anniston; ( b ) That certain franchise granted to An- niston Electric & Gas Company by the City Council of Anniston by ordinance dated July 27, 1911, to maintain ornamental lamps, stand- ards and electric lights on certain streets in the City of Amiiston ; ( c ) That certain franchise granted to the Mortgagor by the Town Council of Hobson City by ordinance dated January 3, 1916 ; ( d ) That certain franchise granted to the Mortgagor by the Town Council of Oxford by ordinance dated August 1, 1917. (5) The Attalla system as constructed and equip- ped at and near Attalla in Etowah County, to- gether with the substation site of the Mortgagor described as follows: A lot in the northeast corner of Lot 4, Block 15, of the Christopher and Stewart Ad- 34 dition to the City of Attalla, Alabama, front- ing 30 feet on the northwest side of Fourth Street and 50 feet on Eleventh Avenue. Also the following franchises, under which said system is or may be operated: (a) That certain franchise granted to the Alabama City, Gadsden & Attalla Railway Company by the Legislature of Alabama, by Act approved December 7, 1900, (Acts 1900- 01, p. 93) ; ( b ) That certain franchise granted to the Mortgagor by the City Council of Attalla by ordinance dated May 5, 1913 ; (c) That certain franchise granted to the Mortgagor by the City Council of Attalla by ordinance dated January 19, 1914. (6) The Pell City system as constructed and equipped at and near Pell City in St. Clair County; together with the substation site of the Mortgagor located in Pell City described as fol- lows: • Lot No. 1 in Block No. 41, being 25x100 feet, as shown by the Map of Pell City made by S. H. Lea and now of record in the office of the Judge of Probate at Ashville in St. Clair County ; Also the following franchise under which said system is or may be operated: That certain franchise granted to W. M. Hood by the Town Council of Pell City by ordi- nance dated March 2, 1914. (7) The Lincoln system as constructed and equipped, at and near Lincoln in Talladega 35 County; together with the substation site of the Mortgagor described as follows : A tract of land containing one acre, more or less, situated in the southeast quarter of northeast quarter of section twenty-eight, township sixteen south, range five east, par- ticularly described as follows: Beginning at a point where the west bound- ary of the said southeast quarter of the north- east quarter of section twenty-eight, town- ship sixteen south, range five east, intersects the southern boundary of the right of way of the Southern Railway Company; thence in a southeasterly direction along said southern boundary of said right of way for 210 feet; thence south 3 degrees 19 minutes west 210 feet; thence in a northwesterly direction and parallel to the southern boundary of the right of way of said Southern Railway Company 210 feet to a point on the said west boundary of southeast quarter of northeast quarter of section twenty-eight, township sixteen south, range five east; thence north along said west boundary 210 feet to the point of beginning. Also the following franchises under which said system is or may be operated : (а) That certain franchise granted to W. M. Hood by the Town Council of Lincoln by ordinance dated March 3, 1914; (б) That certain franchise granted to the Mortgagor by the Town Council of Lincoln by ordinance dated January 19, 1915; (8) The Ragland system ,as constructed and equipped, at and near Ragland in St. Clair County ; 36 together with the substation site of the Mortgagor described as follows: Beginning at the point where the center line of the Mortgagor’s transmission line right of way, extending from Jackson Shoals to Ragland, crosses the western boundary of the northeast quarter of the southwest quar- ter of section twenty, township fifteen south, range five east; thence north 19 degrees, 29 minutes west 320 feet; thence north 70 de- grees, 31 minutes east 450 feet to point of be- ginning; thence at a right angle to the left at said point of beginning 25 feet; thence at a right angle to the right 50 feet; thence at a right angle to the right 50 feet; thence at a right angle to the right 50 feet; thence at a right angle to the right 25 feet to the point of beginning, together with the right of ingress and egress to and from said property. Also the following franchises under which said system is or may be operated: (a) That certain franchise granted to W. M. Hood by the Town Council of Ragland by ordinance dated March 31, 1914; (b) That certain franchise granted to the Mortgagor by the Town Council of Ragland by ordinance dated May 7, 1914. (9) The Leeds system as constructed and equipped, at and near Leeds in Jefferson County; together with the following franchises under which said system is or may be operated: (a) That certain franchise granted to W. M. Hood by the Town Council of Leeds by ordinance dated March 18, 1914; 37 ( b ) That certain franchise granted to the Mortgagor by the Town Council of Leeds by ordinance dated September 2, 1914. (10) The West Blocton system as constructed and equipped, at and near West Blocton in Bibb County; together with the substation site of the Mortgagor described as follows: Lots numbered fifteen and sixteen in block numbered eleven according to the survey and map of Blocton Heights as same is recorded in the office of Judge of Probate of Bibb County; the said Blocton Heights being a subdivision of the north half of the southwest quarter of section thirteen, township twenty- two south, range six west. All minerals and mining rights are excepted herefrom. Also the following franchise under which said system is or may be operated: That certain franchise granted to the Mort- gagor by the Town Council of West Blocton by ordinance dated June 17, 1915. (11) The Hartselle system as constructed and equipped at and near Hartselle, in Morgan County, together with the substation site of the Mortgagor described as follows : Subdivisions numbered 8, 9, 10 and 11 of lot numbered 13, according to the survey and plat of Stuarts Addition to Hartselle, as recorded in Plat Book on page 29, in the office of the Probate Judge of Morgan County, said lot being a rectangle fronting 90 feet on the south side of Chestnut Street and 96 feet on the west side of Railroad Street. 38 Also the following 1 franchise under which said system is or may be operated: That certain franchise granted to the Mort- gagor by the Board of Commissioners of the City of Hartselle by ordinance dated August 10, 1915. (12) The Guntersville system as constructed and equipped at and near Guntersville, in Mar- shall County, together with the following fran- chise under which said system is or may be oper- ated: That certain franchise granted to the Mort- gagor by the Town Council of Guntersville by ordinance dated July 5, 1915. (13) The Austinville system as constructed and equipped at and near Austinville in Morgan Coun- ty, together with the following franchise under which said system is or may be operated: That certain franchise granted to the Mort- gagor by the Town Council of Austinville by ordinance dated September 6, 1915. (14) The Gadsden system as constructed and equipped at and near Gadsden] in Etowah County ; together with the following franchises under which said system is or may be operated : (a) That certain franchise granted to the Alabama City, Gadsden & Attalla Railway Company by the Legislature of Alabama, by Act approved December 7, 1900, (Acts 1900- 01, p. 93) ; ( b ) That certain franchise granted to Gads- den Light, Coal & Ice Company by the City 39 Council of Gadsden by ordinance dated No- vember 11, 1902 ; (c) That certain franchise granted to the Mortgagor by the City Council of Gadsden by ordinance dated May 18, 1914. [ 5) The Selma system as constructed and -quipped, at and near Selma in Dallas County; gether with the following franchise under which d system is or may be operated: (a) That certain franchise granted to Selma Lighting Company by the City Council of Selma by ordinance dated September 16, 1919. (16) The Roanoke system as constructed and equipped, at and near Roanoke in Randolph County; together with the substation site of the Mortgagor described as follows : Commence at the northeast corner of' the northeast quarter of the northwest quarter of section thirty-five, township twenty-one south, range twelve east, Huntsville Meridian, thence south 30 degrees west for a distance of 1010.2 feet to an iron stake, the point of beginning; thence south 77 degrees west 60 feet to an iron stake, thence south 24 degrees, 30 minutes east for a distance of 102 feet to an iron stake; thence north 77 degrees east 40 feet to an iron stake; thence north 13 degrees west 100 feet to the point of beginning, together with the right of ingress and egress to and from said lot on a street which bounds said lot on the east. Also the following franchise under which said system is or may be operated: (a) That certain franchise granted to the 40 Mortgagor by the City Council of Roanoke by ordinance dated November 6, 1917. (17) The Alabama City system as constructed and equipped at and near Alabama City in Etowah County; together with the following franchises under which said system is or may be operated : ( a ) That certain franchise granted to the Alabama City, Gadsden & Attalla Railway Company by the Legislature of Alabama, by Act approved December 7, 1900, (Acts 1900- 01, p. 93), for the construction, maintenance and operation of electric light and power plants and systems in the City of Alabama City; ( b ) That certain franchise granted to the Alabama City, Gadsden & Attalla Railway Company by the City Council of Alabama City by ordinance dated September 23, 1912; (c) That certain franchise granted to the Mortgagor by the City Council of Alabama City by ordinance dated November 5, 1913; (d) That certain franchise granted to the Mortgagor by the City Council of Alabama City by ordinance dated May 20, 1914 ; (e) That certain franchise granted to the Mortgagor by the City Council of Alabama City by ordinance dated March 6, 1916. (18) The Jasper system as constructed and equipped, at and near Jasper in Walker County; together with the substation site of the Mortgagor described as follows: Lot 5 in Block 247 in the City of Jasper according to the survey and map made by 41 John S. Foster, Civil Engineer for the Jasper Land Company in the year 1891, said lot be- ing 50 feet by 140 feet, being located on the southeast corner of said Block 247, and front- ing east on Fourth Avenue ; minerals and min- ing rights excepted. Also the following franchise under which said system is or may be operated: (a) That certain franchise granted to the Mortgagor by the City Council of Jasper by ordinance dated July 2, 1917. (19) The Marion system as constructed and equipped at and near Marion in Perry County; together with the following franchise under which said system is or may be operated : (a) That certain franchise granted to the Mortgagor by the Town Council of Marion by ordinance dated May 16, 1917. (20) The Montevallo and Wilton system as con- structed and equipped at and near Montevallo and Wilton in Shelby County; together with the sub- station site of the Mortgagor located in Monteval- lo described as follows: Begin at the point of intersection of the east side of Cedar Street with the west side of Shelby Street, thence in a northeasterly direction along the west side of Shelby Street for a distance of 153.1 feet, thence at a right angle to the left 95.3 feet to a point on the east side of Cedar Street, thence run in a southeasterly direction along the east side of Cedar Street to point of beginning, situated in the west half of the northwest quarter of 42 fractional section three, township twenty-four north, range twelve east. Also the following franchises under which said system is or may be operated: (a) That certain franchise granted to the Mortgagor by the Town Council of Montevallo by ordinance dated December 21, 1916; ( b ) That certain franchise granted to the Mortgagor by the Town Council of Wilton by ordinance dated April 9, 1917. (21) The Ashland system as constructed and equipped at and near Ashland in Clay County; together with the substation site of the Mortgagor described as follows: Beginning at a point on the east boundary of that certain street in the Town of Ashland, running north and south by the depot of the Alabama Northern Railway Company, being known as Railroad Avenue, said point being north 233 feet frojn an iron pin at the point of intersection of the north boundary of Depot Street with the east boundary of said Rail- road Avenue, said point of beginning being also 8 feet south of the intersection of the center line of the south fork of wye of the Alabama Northern Railway, and the said east boundary of the said Railroad Avenue, thence due east for 110 feet, thence due north 36.5 feet to the center of a ditch, thence along the center of said ditch 110 feet to the east bound- ary of said Railroad Avenue, thence along the said east boundary of the said Avenue 40 feet to the point of beginning, excepting there- from the rights owned by the Atlanta, Birm- ingham & Atlantic Railroad Company (or 43 the Alabama Northern Railway Company) in the following described tract: Thirteen feet on either side of a line beginning at a point 8 feet north of the above described point of begin- ning, thence in a northeasterly direction to a point 32.2 feet east of the northwest corner of the lot above described, which said strip is the right of way on which a part of the south fork of the said wye is located. Also the right to usejthe following described strip of land as a right of way of ingress and egress to and from said lot for any and all purposes for which the said lot may in future be used, including the right of ingress and egress for wagons, ve- hicles of all kinds and pedestrians, also the right to construct, operate and maintain, elec- tric transmission, telephone and telegraph lines over and across said strip, hereinafter described and to lay pipes, conduits and sewers under and through said strip, said strip being described as follows: Beginning at a point on the south line of the lot here- inabove (described, said point of beginning being east 24 feet from the southwest cor- ner of said lot, thence in a southwesterly direction parallel to the east line of the right of way on which the south fork of the wye is located, hereinabove described, to the east line of the said Railroad Avenue, thence north to the said east line of the said right of way on which the said wye is situated, thence in a northeasterly direction along said east line of the said right of way to the south line of the lot hereinabove described, thence east along the south line of said lot to the point of beginning, said strip being 10 feet 44 wide and adjacent to the right of way of said south fork of said wye. Also the following franchise under which said system is or may be operated: (a) That certain franchise granted to the Mortgagor by the Town Council of Ashland by ordinance dated March 30, 1916. (22) The Camp Hill system as constructed and equipped at and near Camp Hill in Tallapoosa County; together with the substation site of the Mortgagor described as follows: That certain lot lying and being on the north side of Pine Street in the Town of Camp Hill, described as follows: Beginning at an iron stake on the north side of said Pine Street lo- cated as follows : Begin at the intersection of the north side of Pine Street with the west side of Broad Street, which said point of in- tersection is 2178.8 feet south of the northeast corner of the northwest quarter of section twenty-one, township twenty-one north, range twenty-four east, thence in a westerly direction along the north side of Pine Street 656.5 feet to said point of beginning, thence at a right angle to the north side of Pine Street in a northerly direction 100 feet to an iron stake, thence at a right angle to the left in a west- erly direction 50 feet to an iron stake, thence at a right angle to the left in a southerly direc- tion 100 feet to an iron stake, thence in an east- erly direction along the north side of Pine Street 50 feet to the point of beginning., Also the following franchise under which said system is or may be operated: 45 (a) That certain franchise granted to the Mortgagor by the Town Council of Camp Hill by ordinance dated December 29, 1916. (23) The Jacksonville system as constructed and equipped at and near Jacksonville in Cal- houn County; together with the substation site of the Mortgagor described as follows: A certain lot or parcel of land situated in the corporate limits of Jacksonville, being a part of lot known as the Tredegar Brick and Tile Company’s lot, and more definitely de- scribed as follows: Begin at a point where the southern boundary of Griffin Street inter- sects the western boundary of the right of way of the Southern Railway Company, thence run westerly along the said southern boundary of Griffin Street one hundred feet, thence southwesterly and parallel to said western boundary of the right of way of said Railway Company one hundred fifty feet; thence easterly and parallel to the said south- ern boundary of Griffin Street one hundred feet to a point on said western boundary of the right of way of said Railway Company ; thence northeasterly along said western boundary of the right of way of said Rail- way Company one hundred fifty feet to the point of beginning, the said lot or parcel of land being a parallelogram one hundred feet by one hundred fifty feet situated in north- west quarter of northwest quarter of section fourteen, township fourteen south, range eight east. Also the following franchise under which said system is or may be operated: 46 (a) That certain franchise granted to W. M. Hood by the Town Council of Jackson- ville by ordinance dated July 27, 1915. (24) The Clanton system as constructed and equipped at and near Clanton in Chilton County; together with the substation site of the Mortgagor described as follows: Beginning at a point on the east boundary line of Sixth Street, extended, in the Town of Clanton, where the south boundary line of Third Avenue South as shown by the map of the Gowan Addition intersects the said east boundary line of said Sixth Street, run thence in a southeasterly direction 50 feet on and along the east boundary line of said Sixth Street, extended, thence at right angles and parallel with the south boundary line of said Third Avenue South 100 feet, thence at right angles parallel with the eastern boundary of said Sixth Street, extended, 50 feet, thence at right angles and along the south boundary line of said Third Avenue South 100 feet to the point of beginning. Also the following franchise under which said system is or may be operated: (a) That certain franchise granted to Coosa Electric Company by the Town Council of Clanton by ordinance dated January 2, 1920. (25) The Dora system as constructed and equipped at and near Dora in Walker County; together with the substation site of the Mort- gagor described as follows: Begin at the southwest corner of section 47 eighteen, township fifteen south, range five west, thence north 1040.2 feet to the center of the Mortgagor’s transmission line right of way extending from its steam plant at Grorgas to Empire, thence along the center of said right of way north 59 degrees, 31 minutes east 537 feet, thence north 72 degrees, 51 minutes east 557.6 feet to a point, thence south 17 degrees, 9 minutes east for a dis- tance of 50 feet to the point of beginning of the land herein conveyed, said beginning point being at the intersection of the south line of said right of way with the public road, thence from said point of beginning run along said public road south 51 degrees, 24 minutes east for a distance of 60.5 feet, thence north 72 degrees, 51 minutes east for a distance of 102.4 feet, thence north 17 degrees, 9 minutes west for a distance of 50 feet to a point on the south line of said right of way, thence south 72 degrees, 51 minutes west with the south line of said right of way a distance of 142.4 feet to the point of beginning. The coal and other minerals in and under said lands, together with the usual mining rights, are re- served to the Pratt Consolidated Coal Com- pany, a corporation; however, in exercising such mining rights the said Coal Company, its successors and assigns shall not interfere with the use and occupancy of said lands. Also the following franchise under which said system is or may be operated: (a) That certain franchise granted to the Mortgagor by the Town Council of Dora by ordinance dated April 11, 1916. 48 (26) The Gurley system as constructed and equipped at and near Gurley in Morgan County; together with the substation site of the Mort- gagor described as follows: Lots numbers 18, 19 and 20 in Block 5 ac- cording to the plat of the said Town of Gur- ley recorded in the office of the Judge of Pro- bate of Madison County in Plat Book No. 1, page 58, said lots fronting on Railroad Ave- nue 75 feet and running back 150 feet, and being a part of the northwest quarter of the northwest quarter of section thirteen, town- ship four, range two east. Also the following franchise under which said system is or may be operated: (a) That certain franchise granted to the Mortgagor by the Town Council of Gurley by ordinance dated May 15, 1916. (27) The Lineville system as constructed and equipped at and near Lineville in Clay County; together with the substation site of the Mort- gagor described as follows: A lot facing north on West Main Street in the Town of Lineville and being described as follows: Beginning at a point on the south side of West Main Street 491.7 feet west of the point of intersection of the center of Third Avenue with the south side of West Main Street, thence west along the south side of West Main Street 50 feet, thence south at right angles with the south side of West Main Street 75 feet, thence east, 50 feet, thence north 75 feet to the point of beginning. Also the following franchise under which said system is or may be operated : 49 ( a ) That certain franchise granted to the Mortgagor by the Town Council of Lineville by ordinance dated May 11, 1916. (28) The Madison system as constructed and equipped at and near Madison in Madison County ; together with the substation site of the Mort- gagor described as follows: Beginning at the point where the center of the Mortgagor’s transmission line right of way extending from its substation at Hunts- ville to its steam plant at Albany, inter- sects the east boundary of the Madison and Triana pike road; thence north 80 degrees, 15 minutes east along and with the said center line of said transmission line right of way for a distance of 210 feet to a rock; thence north parallel with the said east boundary line of said pike road for a distance of 105 feet to a rock; thence south 80 degrees, 15 minutes west for a distance of 210 feet to a point in the said east boundary line of said road, thence south along and with the east boundary line of said road to the point of beginning, situated in the northwest quarter of the southwest quarter of section sixteen, township four south, range two west. Also the following franchise under which said system is or may be operated: (a) That certain franchise granted to the Mortgagor by the Town Council of Madison by ordinance dated March 9, 1920. (29) The Notasulga system as constructed and equipped at and near Notasulga in Macon County; together with the following franchise under which said system is or may be operated: 50 Gas dis- tributing system. (a) That certain franchise granted to the Mortgagor by the Town Council of Notasulga by ordinance dated April 27, 1921. (30) The Oakman system as constructed and equipped at and near Oakman in Walker County; together with the following franchise under which said system is or may be operated : (a) That certain franchise granted to the Mortgagor by the Town Council of Oakman by ordinance dated November 24, 1919. (31) The Eden system as constructed and equipped at and near Eden in St. Clair County; together with the following franchise under which said system is or may be operated: (a) That certain franchise granted to the Mortgagor by the Town Council of Eden by ordinance dated August 25, 1919. (32) The Smith Hill system as constructed and equipped at and near Smith Hill in Bibb County; together with the following franchise under which said system is or may be operated: (a) That certain franchise granted to the Mortgagor by the Town Council of Smith Hill by ordinance dated May 15, 1916. IV. — The gas distributing systems of the Mortgagor, including plants and stations for the manufacture, pro- duction, and distribution of gas, pipes, mains, conduits, meters and other appliances and equipment, and all other property, real or personal, forming a part of or apper- taining to or used, occupied or enjoyed, in connection with the said plants or distributing systems, or any of them; together with all rights of way, easements, per- mits, privileges, franchises and rights, for or relating to 51 the construction, maintenance or operation thereof, through, over, under, or upon any public streets or high- ways within as well as without the corporate limits of any municipal corporation, including the following de- scribed property in the State of Alabama, namely: (1) The Decatur system as constructed and equipped at and near Decatur and Albany (former- ly New Decatur) in Morgan County; together with the gas plant located on property described as follows : Lots 1 to 12 in Block 342A bounded on the north and east by Lee Street, on the west by the Louisville and Nashville Railroad Com- pany’s right of way, on the south by the De- catur Land Company’s property (formerly belonging to the Decatur Land Improvement and Furnace Co.) according to the plan of subdivision of the Decatur Mineral and Land Company’s property, a plan of which is on file in the office of the Probate Judge of Morgan County, and being the same property which was conveyed on May 13, 1889, by the Decatur Mineral and Land Company to the Decatur Light and Power Company. Also the following franchises under which said system is or may be operated: (a) That certain franchise granted to the Decatur Light and Power Company by the Town Council of New Decatur (now Albany) by ordinance dated March 10, 1890, for the distribution and sale of gas, as amended by the supplemental ordinance passed by the City Council of New Decatur (now Albany) on April 28, 1913; ( b ) That certain franchise granted to Thf* 52 Decatur Light, Power & Fuel Company by the City Council of Decatur by ordinance dated April 4, 1912, for the distribution and sale of gas. (2) The Anniston system as constructed and equipped at and near Anniston, Oxford and Blue Mountain City in Calhoun County; together with the gas plant located on property described as fol- lows : Lots 1 and 2 in Block 10, Division 1, lots 4 and 5 in Block 10, also a projected 10-foot alley which separates lot 2 from lots 3, 4 and 5 in Block 10; also projected Read Street between Blocks 9 and 10; also lots 1, 2, 3, 4, 5, 6 and 7 in Block 9, with a projected 50-foot street on the south side of said Block; all according to Stonestreet’s Map of Property of South Anniston Land Company; also all of Block 364 according to map attached to deed of Anniston City Land Company" to T. L. Bellingrath dated August 25, 1892, re- corded in Book 26, Register of Deeds, page 445, in the Probate Office of Calhoun County; also a certain parcel of land situated between Noble Street as extended on the eas/t, the property of Elizabeth R. Randolph on the southeast, a line drawn from the southwest corner of Lot 7 in Block 9 to the extreme west- ern point of the property of Elizabeth R. Randolph on the west, and Lot 7 in Block 9 on the northwest. Also the following franchises under which said system is or may be operated: (a) That certain franchise granted to the Anniston Electric & Gas Company by the 53 City Council of Anniston by ordinance dated September 27, 1906, for the distribution and sale of gas for illuminating and fuel pur- poses, as amended by ordinance dated Janu- ary 24, 1907, and as extended by ordinances dated February 19, 1907, and March 19, 1912 ; ( b ) That certain franchise granted to the Mortgagor by the City Council of Oxford by ordinance dated August 9, 1915, for the dis- tribution and sale of gas ; (c) That certain franchise granted to the Mortgagor by the Town Council of Blue Mountain City by ordinance dated January 1, 1917. (3) The Selma system as constructed and equipped at and near Selma, in Dallas County; together with the gas plant located on the prop- erty hereinabove described as that upon which the steam plant of the Mortgagor at Selma is located ; also the following franchise under which said sys- tem is or may be operated: (a) That certain franchise granted to . Selma Lighting Company by the City Council of Selma by ordinance dated September 16, 1919. V. — The street and interurban railway lines of the strcet and Mortgagor, including the rails, switches, frogs, poles, j.“^“ rban pole lines, wires, insulators, cars and other rolling stock, lines. ' and other appliances and equipment and all other prop- erty, real or personal, forming a part of or appertain- ing to, or used, occupied or enjoyed, in connection with the said street railway systems, or any of them; together with all rights of way, easements, permits, privileges, franchises and rights for or relating to the construe- 54 tion, maintenance or operation thereof, through, over or upon any public streets or highways, parks or bridges within as well as without the corporate limits of any municipal corporation, including the following described property in the State of Alabama, namely: (1) The Anniston street railway system as con- structed and equipped at and near Anniston, Hob- son City and Oxford, in Calhoun County; together with the car barn located on property described as follows: Those lands fronting on Wilmer Street, consisting of the east half of block 127, ac- cording to the Quintard Land Company’s Map of the City of Anniston, being lots 8, 9, 10, 11, 12 and 13, inclusive. Also the following described property: (a) Lot 10 in Block 128 and 10 feet off the southern end of lot 11 in Block 128, all accord- ing to the Quintard Land Company’s map of the City of Anniston; (b) Also that certain property known as the Oxford Lake property and located at one terminus of said system;; said property being described as follows: That certain tract of land known as the McCully Home Place, described as follows : Beginning at a point on the north boundary line of section twenty-nine, township sixteen south, range eight east, 661 feet west of north- east corner of said section; thence down the center of a ditch south ten and one-quarter degrees west 796 feet; thence south fifty-four and one-quarter degrees east 174 feet; thence south thirteen and one-sixth degrees east 53 55 and one-half feet ; thence south eight and one- sixth degrees east 1100 feet; thence south two and two-thirds degrees west 637 feet to south boundary line of northeast quarter of section intersecting the line 693 feet west of south- east corner of said quarter section; thence west on said quarter section line south eighty- six and three-quarters degrees west 1307 and nine-tenths feet to mouth of lane; thence following the said lane north three degrees east 2689 feet to the north boundary line of said section; thence north eighty-six and three-quarters degrees east 1017 feet to begin- ning, containing 70 acres. ( c ) Also the property known as the Hobson City Park property and located at another terminus of said system; said property being described as follows : Beginning at a point on the south line of the northwest quarter of the northwest quar- ter of section nineteen, township sixteen south, range eight east, 74 feet west of the southwest corner of the northeast quarter of the north- west quarter of said section; thence north 87 degrees 30 minutes east 1061 feet along south line of said “Forties” to the southwest corner of Mattie Young’s lot; thence north 2 degrees 30 minutes west 98 feet to the northwest cor- ner of said Young’s lot; thence north 87 de- grees 30 minutes east with the north line of said Young’s lot 145 feet to the west line of Lincoln Street in the Hobson City Park addi- tion; thence north 2 degrees, 30 minutes west with the west line of said Street, 318 feet to the south line of Bruce Avenue in said addi- tion ; then south 87 degrees, 30 minutes west, 56 360 feet to the southwest corner of Wash- ington Street and Bruce Avenue in said addi- tion; thence north 2 degrees, 30 minutes west 190 feet to the southwest corner of Washing- ton Street and Park Avenue in said addition; thence south 88 degrees, 40 minutes west along the south line of Park Avenue 778 feet; thence south 2 degrees, 30 minutes east, 590 feet to the beginning; together with all the improve- ments thereon and appurtenances thereunto belonging, in Calhoun County, contain- ing 15 acres, more or less, and known as Hobson City Park, and being the same prop- erty as that conveyed by C. T. Brooks, Sheriff of Calhoun County, to J. C. Sproull, Trustee, by deed dated on the 22nd day of May, 1912. Also the following franchises under which said system is or may be operated : (a) That certain franchise granted to the Anniston, Oxanna & Oxford Street Railway Company by the Town Council of Oxford by ordinance dated October 10, 1884; (b) That certain franchise granted to the Anniston, Oxanna & Oxford Street Railway Company by the Town Council of Oxford by ordinance dated May 6, 1889; (c) That certain franchise granted to the Anniston Electric & Gas Company by the Town Council of Oxford by ordinance dated August 13, 1907 ; ( d ) That certain franchise granted to the Oxford Lake Line by the Town Council of Ox- anna by ordinance dated April 6, 1891 ; (e) That certain franchise granted to the 57 Anniston, Oxford & Oxanna Street Railway Company by the City Council of Anniston by ordinance dated June 28, 1889; (/) That certain franchise granted to the Oxford Lake Line by the City Council of An- niston by ordinance dated December 12, 1890, as amended by ordinances adopted March 27, 1891, and May 22, 1891; (g) That certain franchise granted to J. W. Bigsby, as President of the Anniston Street Railway Company, by the City Council of An- niston by ordinance dated February 14, 1890 ; (7i) That certain franchise granted to the Anniston Electric Railway Company by the City Council of Anniston by ordinance dated December 11, 1891; ( i ) That certain franchise granted to the Anniston Electric & Gas Company by the City Council of Anniston by ordinance dated Jan- uary 8, 1903; (j) That certain franchise granted to the Oxford Lake Line by the City Council of An- niston by ordinance dated April 28, 1898 ; (k) That certain franchise granted to the Anniston Electric & Gas Company by the Town Council of Hobson City by ordinance dated January 22, 1906; ( l ) That certain franchise granted to the Anniston Electric & Gas Company by the City Council of Anniston by ordinance dated De- cember 12, 1901; (m) That certain franchise granted to the Anniston Electric Company by the City Coun- 58 cil of Anniston by ordinance dated January 16, 1899; ( n ) That certain franchise granted to the Anniston Electric & Gas Company by the City Council of Anniston by ordinance dated Feb- ruary 26, 1903; ( o ) That certain franchise granted to the Anniston City Electric Railway Company by the City Council of Anniston by ordinance dated March 22, 1895; ( p ) That certain franchise granted to J. W. Bigsby and his associates by the City Council of Anniston by ordinance dated October 28, 1887; ( q ) That certain franchise granted to J. W. Bigsby and his associates by the City Council of Anniston by ordinance dated May 11, 1888 ; (r) That certain franchise granted to the Anniston Electric & Gas Company by the City Council of Anniston by ordinance dated March 12. 1908; (s) That certain franchise granted to the Anniston Street Railway Company by the City Council of Anniston by ordinance dated Feb- ruary 13, 1886, as amended by ordinance dated February 11, 1887 ; ( t ) That certain franchise granted to the Mortgagor by the City Council of Anniston by ordinance dated October 14, 1915; ( u ) That certain franchise granted to the Mortgagor by the City Council of Anniston by ordinance dated October 30, 1915; ( v ) That certain franchise granted to the 59 Mortgagor by the City Council of Anniston by ordinance dated July 26, 1917. (2) The Huntsville street railway system as con- structed and equipped at and near Huntsville in Madison County ; together with the car barn which is located on the property hereinabove described as that upon which the steam plant of the Mortgagor at Huntsville is located; also the following franchises under which said system is or may be operated: (а) That certain franchise granted to the Huntsville Railway, Light & Power Company by the Board of Commissioners of the City of Huntsville by ordinance dated July 16, 1912; (б) That certain franchise granted to the Huntsville Railway, Light & Power Company by order of the Court of County Commission- ers of Madison County dated May 4, 1914, as amended by order dated June 1, 1914. (3) The Gadsden street railway system as con- structed and equipped at and near Gadsden, Ala- bama City and Attalla, in Etowah County; to- gether with the car barn located on property in the City of Gadsden described as follows : All that certain tract or parcel of land in the City of Gadsden bounded on the east by Ninth Street, on the north by the right of way of the Southern Railway Company, on the west by Tenth Street and on the south by Gardner Avenue, excepting the triangular lot between said Ninth Street and Pipe Shop Street, and the following described part of said lot which is not conveyed; Beginning at a point, said point being the intersection of 60 the west line of section four, township twelve, range six east, with the south line of the right of way of the Southern Railway Company, said intersection being south 7 degrees, 43^2 minutes west and 286.2 feet from the north- west corner of the southwest quarter of the northwest quarter of said section four, thence eastward along said south line of said South- ern Railway Company’s right of way 85.9 feet to a point, thence south 7 degrees, 43*4 min- utes west 175 feet to a point 15 feet from the center of the track of the Mortgagor’s street railway line running from Gadsden to Attalla as now located, thence westward and 15 feet at right angles from said center of said Rail- way track 76 feet to the west line of said section four, thence north 7 degrees, 43^2 minutes east along said section line 203.5 feet to point of beginning. Also the following described property in and near Gadsden used in connection with said system : (a) That certain triangular lot lying south of and adjoining Gardner Street between Ninth and Pipe Shop Streets; ( b ) All that parcel of land lying within and surrounded by the loop at the end of the Cansler Avenue line near the office of the Gulf States Steel Company, being a part of Blocks numbered 19 and 20, according to map of the Oak Park addition to the City of Gadsden, as recorded in Plat Book B, pages 200 and 201, in the office of the Judge of Probate of Etowah County ; ( c ) Lot 2 in Block 9 of Ewing Addition to the City of Gadsden, as the same appears of 61 record in Book of Town Plats “B,” page 396, in the office of the Judge of Probate of Etowah County ; ( d ) Beginning at the northeast corner of the southwest quarter of the southwest quarter of section five, township twelve, range six, and running westerly 945 feet to the east hank of Black Creek; thence along said east bank of Black Creek in a southerly direction 350 feet, more or less, to a stake ; thence in an easterly direction 800 feet to a point on the land line 350 feet from the point of beginning, thence in a northerly direction along said line 350 feet to point of beginning, containing 6.626 acres, being the same land conveyed by Mattie E. Green, to Coosa Land Company, which deed is recorded in the office of the Judge of Pro- bate of Etowah County in Deed Record “TT, M page 619. Also the following franchises under which said system is or may be operated: (a) That certain franchise granted to the Alabama City, Gadsden & Attalla Railway Company by the Legislature of Alabama by Act approved December 7, 1900, (Acts 1900- 01, p. 93) ; ( b ) That certain franchise granted to Gads- den Land & Improvement Company by the City Council of Gadsden by ordinance dated May 28, 1888; (c) That certain franchise granted to Gads- den & Attalla Union Railway Company by the City Council of Gadsden by ordinance dated May 5, 1890; 62 Substations for distribut- ing electric current. ( d ) That certain franchise granted to Ala- bama City, Gadsden & Attalla Railway Com- pany by the City Council of Gadsden by ordi- nance dated November 11, 1903; ( e ) That certain franchise granted to W. S. McCall, J. R. Jordan, David Bukoffer and as- sociates by the City Council of Gadsden by ordinance dated October 31, 1898; (/) That certain franchise granted to Obal Christopher and associates by the Town Coun- cil of Attalla by ordinance dated April 19, 1889. Also the following approving ordinances: (1) That certain ordinance adopted by the City Council of Gadsden on January 8, 1906, known as Ordinance No. 769; (2) That certain ordinance adopted by the City Council of Gadsden on October 1, 1906, known as Ordinance No. 780; (3) That certain ordinance adopted by the City Council of Gadsden on October 5, 1909, known as Ordinance No. 886; (4) That certain ordinance adopted by the City Council of Gadsden on August 2, 1920, known as Ordinance No. 1167 ; (5) That certain ordinance adopted by the City Council of Alabama City on October 7, 1909, known as Ordinance No. 122; (6) That certain ordinance adopted by the City Council of Attalla on February 7, 1905, recorded in Ordinance Book, page 122. VI. — All the substations of the Mortgagor for trans- 63 forming, distributing or otherwise regulating electric current at any of its plants, together with all buildings, transformers, wires, insulators and other appliances and equipment, and all other property, real or personal, forming a part of or appertaining to or used, occupied or enjoyed, in connection with any of said substations, including, in addition to those already set forth, the fol- lowing described property in the State of Alabama, namely : (1) The substation at Magella near Birmingham in Jefferson County, located on land described as follows: Begin at a point on the west boundary line of the southeast quarter of the northwest quarter of section fifteen, township eighteen south, range three west, said point being south 656 feet from the northwest corner of the southeast quarter of the northwest quarter of said section, run thence south 89 degrees and 21 minutes east for a distance of 803 feet to the center of the public road known as the Birmingham and Montevallo public road, thence north 11 degrees and 31 minutes east along the center of said public road for a dis- tance of 726.5 feet to the right of way of the Louisville & Nashville Railroad (Mineral Divi- sion), thence in a southwesterly direction for a distance of 1180 feet along the eastern bound- ary line of said right of way to the point of beginning. (2) The substation at Woodstock near Annis- ton in Calhoun County, located on land described as follows: All that part of the south half of the north- west quarter of section twelve, township six- 64 teen south, range seven east, in Calhoun County, lying south and east of the right of way of the Louisville & Nashville Railroad Company and of the Southern Railway Com- pany bounded as follows : On the north and west by the right of way of the Southern Railway Company and of the Louisville & Nashville Railroad Company, on the east by the east boundary line of the northwest quarter of said section twelve, and on the south by the south boundary line of the said northwest quarter of section twelve, the same being triangular in form and con- taining 13 acres, more or less. (3) The substation near Bessemer in Jefferson County, located on land described as follows : A tract of land situated in the north half of the northeast quarter of section eleven, township nineteen south, range four west, described as follows: Commencing at the northeast corner of said section eleven, thence west along the north line of said section eleven for a distance of 857.8 feet to an iron corner for the point of beginning; thence turning an angle of 144 degrees and 43 minutes to the left from the said north line of said section eleven for a distance of 148.6 feet to a point; thence turning an angle of 54 degrees, 43 minutes to the right for a distance of 479.17 feet to a point; thence turning an angle of 90 degrees to the right, run west parallel to the north line of said section eleven for a distance of 1211.1 feet to a point on the east boundary line of the right of way of the Louisville & Nashville Railroad Company, thence turning an angle of 116 degrees and 1 8 65 minutes to the right for a distance of 91.8 feet along the said right of way to the point of a curve of said! right of way ; thence with a 2 degree, 50.44 minute curve to the right for a distance of 593.3 feet to the intersection of said east boundary line of said right of way with the north boundary line of said section eleven, thence along the northern boundary line of said section eleven for a distance of 714.2 feet to the point of beginning, containing 13.54 acres, more or less, mineral and mining rights excepted. (4) The substation near Sylacauga in Tal- ladega County, located on land described as fol- lows : A tract of land containing 4 acres, more or less, situated in the northwest quarter of the northeast quarter of section thirty-six, and in the south half of the southeast quarter of sec- tion twenty-five, all in township twenty-one south, range three east, and described as fol- lows: Begin at the northeast corner of said northwest quarter of the northeast quarter of section thirty-six, thence south 215 feet, thence west 425 feet, thence north 335 feet to a point on the southern boundary of the right of way of the Louisville & Nashville Railroad Com- pany, thence easterly along said southern boundary of said right of way 595 feet, thence south 150 feet to a point on the south boundary of said section twenty-five, thence west 170 feet, more or less, to the point of beginning. (5) The substation at Huntsville in Madison County, located on land described as follows : , Beginning at a stone at the center of the 66 east boundary of section two, township four south, range one west, thence north 607 feet; thence north 16 degrees east 337.92 feet to the southeast comer of the land herein described and conveyed, thence from said point of begin- ning north 16 degrees east 193.38 feet to a stake on the west margin of the right of way of the Nashville, Chattanooga & St. Louis Railroad Company, 25 feet from the center of the road bed as measured at right angles there- from, thence with the said right of way along a 3 degree curve to the left at a bearing of north 38 degrees west! if reduced to a straight line, 588.72 feet to the center of Pin Hook Creek just above its confluence with Hunts- ville Spring Branch ; thence with the meanders of said Creek south 34 degrees west 330 feet to an angle in said Creek; thence continuing down said Creek south 14 degrees west 398 feet; thence north 89 degrees east 590 feet to the point of beginning, containing 6 acres. (6) The substation at Vida in Autauga County, located on land described as follows: A tract of land situated in the southwest quarter of the northeast quarter of section twenty-eight, township nineteen north, range fourteen east, and described as follows: Com- mencing at the northeast corner of said sec- tion twenty-eight, thence west along the north boundary of said section twenty-eight for a distance of 658 feet to the point where the center line of the Mortgagor’s transmission line right of way extending from Lock 12 to Selma intersects said north boundary of said section twenty-eight; thence along and with said center line of said right of way south 67 57 degrees, 16 minutes west for a distance of 1838 feet to the point where said center line intersects the north and easterly boundary of the Mobile & Ohio Railroad Company’s right of way; thence running in a southerly direc- tion along and with said north and easterly boundary of said Mobile & Ohio Railroad Company’s right of way to the point of inter- section with the northern boundary of said southwest quarter of the northeast quarter of section twenty-eight, this being the point of beginning of the tract of land herein con- veyed; thence running east along and with said north boundary of said southwest quar- ter of the northeast quarter of said section twenty-eight for a distance of 525 feet to a point ; thence south 4 degrees, 19 minutes west 600 feet to a point; thence north 85 degrees, 41 minutes west 450 feet to a point in said north and easterly boundary of said Mobile & Ohio Railroad Company’s right of way; thence in a northerly direction along said right of way to the point of beginning, con- taining 6.5 acres, more or less. (7) The substation at or near LaFayette, in Chambers County, located on land described as follows : A tract of land situated partly in the north- east quarter of the southeast quarter of sec- tion eleven and partly in the northwest quar- ter of the southwest quarter of section twelve, township twenty-two north, range twenty-six east, described as follows: Beginning at the point where the south boundary of the north- east quarter of the southeast quarter of sec- tion eleven, township twenty-two north, range 68 twenty-six east intersects the easterly boun- dary of the right of way of the Central of Georgia Railway Company, thence running north 89 degrees 53 minutes east with said south boundary of northeast quarter of south- east quarter of section eleven and its con- tinuations for a distance of 635.9 feet, more or less, to an iron pipe in the center of the road leading from LaFayette, Alabama, to Roanoke, Alabama, thence running north 0 degrees 07 minutes west with the center line of said road for a distance of 25 feet to an iron spike, thence running south 89 degrees 53 minutes west paralleling the first above de- scribed course for a distance of 566 feet to an iron pipe, thence running north 0 degrees 07 minutes west for a distance of 25 feet to an iron pipe, thence running south 89 degrees 53 minutes west for a distance of 50 feet, more or less, to an iron pipe in the easterly boundary of the right of way of the Central of Georgia Railway Company, thence run- ning south 21 degrees 58 minutes w T est with the said easterly boundary of said right of way for a distance of 53.9 feet, more or less, to the point of beginning. (8) The substation at or near Cordova, in Walker County, located on lands described as follows: Lot No. 5 of Block 56, as shown by and ac- cording to the revised map of the Town of Cordova, as platted and surveyed by Hooper Collier in 1911, said lot fronting 50 feet on Stevens Street and running back uniform in width to an alley along the Southern Railway line. 69 (9) The substation on Shades Mountain, near Birmingham in Jefferson County, located on lands described as follows: A tract of land situated in the southwest quarter of the southeast quarter of section eighteen, township eighteen south, range two west, more particularly described as follows, to-wit: Commencing at a point on the south boundary of said section eighteen west 1429.9 feet from the southeast corner of said section eighteen, thence running north parallel with the eastern boundary of said section eighteen for a distance of 50 feet to the point of begin- ning of the lot herein conveyed, thence run west parallel with the southern boundary of said section eighteen for a distance of 50 feet, thence north and at right angles to the south- ern boundary of said section for a distance of 50 feet, thence east and parallel with the south boundary of said section for a dis- tance of 50 feet, thence south parallel with the eastern boundary of said section for a dis- tance of 50 feet to the point of beginning; the southern boundary of the above described lot being the center line of the present transmis- sion line right of way of the Mortgagor ex- tending from Leeds to Magella. VII. — All telephone lines of the Mortgagor used or t elephone available for use in the operation of its other properties lmes ' or otherwise, as now or hereafter constructed and erected, including the Anniston-Gadsden Telephone Line extending from the Mortgagor’s substation at Wood- stock near Anniston, in Calhoun County, 25.95 miles, 70 more or less, to the Mortgagor’s steam plant near Gads- den, in Etowah County in the State of Alabama. Dam sites. VIII. — All other real property of the Mortgagor or in- terests therein, of any sort and description and wher- ever located, including, particularly the following dam sites located on the Coosa River and other streams in the State of Alabama: (1) West side of Lock No. 7, on the Coosa River, described as follows: Ten acres off the south side of the north part of the northwest quarter, and all of the south part of the northwest quarter, all in section fourteen, township eighteen south, range three east, in St. Clair County. (2) East side of Lock No. 14, on the Coosa River, described as follows: Fraction C, section twenty-one, township twenty-two north, range sixteen east, in Coosa County. (3) West side of Lock No. 14, on the Coosa River, described as follows: Southwest quarter of northeast quarter and southeast quarter of northwest quarter, and northeast quarter of northwest quarter, and northwest quarter of northeast quarter of fractional section twenty, township twenty- two north, range sixteen east, in Chilton County. East half of southwest quarter, and south- east quarter of northwest quarter, and west half of northwest quarter of fractional section 71 seventeen, township twenty-two north, range sixteen east, in Chilton County. Fractional section eight, township twenty- two north, range sixteen east, west of Coosa River, in Chilton County. (4) West side of Lock No. 15, on the Coosa River, described as follows: East part of Fraction A and northwest part of Fraction A (also described as all of Frac- tion A, except the southwest part thereof), all in section four, township twenty north, range seventeen east, in Elmore County. (5) East side of Lock No. 15, on the Coosa River, described as follows: Fractions A and B of section three, town- ship twenty north, range seventeen east, in Elmore County. (6) The following land to be used in connection with the development of the dam site hereinabove described as constituting the location and abut- ment sites of the dam of the hydroelectric plant at Duncan’s Riffle on the Coosa River, to be con- structed by the Mortgagor; (a) All that part of the south half of sec- tion eleven, township twenty-one north, range sixteen east, lying north and east of the Coosa River, in Coosa County. All that part of fractions A and B of frac- 72 tional section twenty-one, township twenty- two north, range sixteen east, lying east of the Coosa River, in Coosa County. All that part of the north half of the north- west quarter of section thirty, lying south of Weogufka Creek; all that part of the south half of the southeast quarter of section thirty, lying south and west of Hatchett Creek, and all that part of the north half of the northeast quarter of section thirty-one lying north and west of Hatchett Creek; all in township twen- ty-two north, range seventeen east, in Coosa County. All that part of section twenty-seven, town- ship twenty-two north, range seventeen east, lying north of Hatchett Creek, except the north half of the northeast quarter of said section and except two acres off of said de- scribed tract at the lower northwest corner, formerly owned by Max Gandy, in Coosa County. All that part of the southwest quarter of the northwest quarter of section twenty-five, township twenty-two north, range seventeen east, lying south of Hatchett Creek, in Coosa County. The north half of the northwest quarter of section twenty-eight; all that part of the south half of the southwest quarter of section twenty-one, lying south and west of the Coosa River; all that part of the southeast quarter of the southeast quarter and the north half of the southeast quarter of section twenty, lying west of the Coosa River, all in town- ship twenty-two north, range sixteen east, in Chilton County. The southwest quarter of the southeast 73 quarter and the south half of the southwest quarter of section twenty; all that part of section twenty-nine lying north of Hatchett Creek; all that part of the northwest quarter of section twenty-eight lying north of Hatchett Creek except thirty acres thereof which was sold to M. W. Gandy by Henry Logan on the 28th day of December, 1887, as shown by deed recorded in Vol. A, Page 596, in the office of the Judge of Probate of Coosa County, all in township twenty-two north, range seventeen east, in Coosa County. The west half of the northwest quarter of section thirteen, township twenty-one north, range sixteen east, (the mineral interests ex- cepted), in Coosa County. All of fractional section thirty-four, lying east of and adjoining the Coosa River, in township twenty-two north, range sixteen east; all of fractional section three, and of fractional section ten, which lie east of the Coosa River, in township twenty-one north, range sixteen east ; all of the west half of sec- tion two, township twenty-one north, range sixteen east, and a part of fractional section thirty-five, lying east of the Coosa River and designated as the south part of said frac- tional section thirty-five, in township twenty- two north, range sixteen east, containing 100 acres, more or less, being described as fol- lows : Commencing at a Hickory corner stand- ing at the lower end of the Bluff on said River ; thence running east until it intersects the sec- tion line, both in township twenty-two north, range sixteen east, in Coosa County. Also the east half of the northwest quarter of section eleven, township twenty-one north, 74 range sixteen east, (mineral rights excepted). Also all of the west half of the northwest quarter of section eleven, township twenty- one north, range sixteen east, in Coosa County. All of fractional section twenty-six, lying east of the Coosa River, in township twenty- two north, range sixteen east, in Coosa County and containing 313 acres, more or less, (mineral rights excepted). The merchantable timber on said 313 acres just above described together with the right to remove the same at any time within four years after the 1st day of January, 1920, is reserved to B. F. Higgins. If, however, the said timber is not removed within said time then the title thereto is vested in the Mort- gagor. It being the intention of the Mort- gagor to convey all reversionary rights which it owns in said timber. That certain right of a ferrylandingandthat certain burial ground reserved in that certain deed of B. F. Higgins and wife to Alabama Property Company, dated August 3rd, 1920, is excepted and reserved. (6) All that part of the lands hereinafter described that would be covered with, and also all that part of said lands that would be entirely surrounded by the waters of the Coosa River and its tributaries if raised and backed up to an elevation of 360 feet above a certain datum plane, together with the in- terests, easements and rights hereinafter men- tioned, which said elevation of 360 feet is fixed and marked to conform to the elevations established and adopted by the United States, 75 above said datum plane, in a survey of the Coosa River from Lock Four in Alabama to Wetumpka, Alabama, made August 2, 1903, to December 19, 1903, under the direction of J. B. Cavanaugh, Corps of Engineers, U. S. A., and by D. M. Andrews, Assistant Engineer, and N. A. Yuille, Chief of Party, and which said established elevations by the United States are evidenced and fixed by bench marks or other elevation data marked on the left or east side of said River; together with the right to construct, maintain and operate a dam across the Coosa River down stream from said lands for the manufacture of elec- tricity and to back and maintain the waters of said River and its tributaries from time to time or continuously over any or all of said lands at said elevation or any lower elevation, together with the right of ingress and egress : The southeast quarter of section thirty-six, township twenty-three north, range fifteen east, in Chilton County. All that part of the southwest quarter of section thirty-two, township twenty-three north, range sixteen east, lying east of the Coosa River, in Coosa County. All that part of fractional sections eight, nine and sixteen lying east of the Coosa River, excepting five-sixths mineral interests in said fractional section eight and excepting all mineral interests in the south half of said fractional section sixteen, all in township twenty-two north, range sixteen east, in Coosa County. The southwest quarter of the southeast 76 quarter of section five, township twenty-one north, range sixteen east, in Chilton County. (7) East side of Lock 18 on Coosa River de- scribed as follows : Fractions A, B, and C of section twenty- two ; one acre in the southwest corner of the southeast quarter of section fifteen, being de- scribed as follows: Begin at the southwest corner of the southeast quarter of section fifteen, run thence east along the south boun- dary of said section 300 feet, thence north parallel with the west boundary of said south- east quarter of section fifteen 145 feet, thence west parallel with the south boundary of sec- tion fifteen 300 feet to the west boundary of said southeast quarter, thence south along the said west boundary 145 feet to the point of beginning; also fractions M and L of section fifteen and fraction D of section sixteen; also Gunn’s Island, lying opposite the above de- scribed land in the Coosa River, all being in township nineteen north, range eighteen east, in Elmore County. (8) West side of Lock 18 on Coosa River de- scribed as follows: A strip of land lying along the west bank of the Coosa River and adjacent thereto, in the northwest quarter of fractional section twenty-two; in the northeast quarter of frac- tional section twenty-one; and in the south- east quarter of fractional section sixteen ; all in township nineteen north, range eighteen 77 east, in Elmore County, being more fully de- scribed as follows: Beginning at a stake which is 200 feet distant, bearing north 36 degrees 57 minutes east from the corner common to the lands of T. R. and M. F. Holt, Cohn & Goldberg of Nashville, Tenn., and 0. T. Whit- taker, as shown on a map of a survey made by G. R. Solomon and J. N. Johnston, and running thence north 72 degrees 09 minutes west 220 feet to a stake, thence north 38 de- grees 28 minutes west 500 feet to a stake, thence north 47 degrees 50 minutes west 200 feet to a stake, thence north 45 degrees 17 minutes west 275 feet to a stake, thence north 15 degrees 06 minutes west 121 feet to a stake, thence north 47 degrees 29 minutes west 351 feet to a stake, thence north 10 degrees 01 minutes west 399 feet to a stake, thence north 41 degrees 14 minutes west 131 feet to a stake, thence north 68 degrees 39 minutes west 121 feet to a stake, thence north 52 degrees 34 minutes west 151 feet to a stake, thence north 42 degrees 36 minutes west 255.5 feet to a stake, thence north 6 degrees 08 minutes west 282 feet to a stake, thence north 6 degrees 08 minutes west 97 feet to a stake at normal high water, thence west the same bearing to the water’s edge, thence down stream south- eastwardly along and with the meanders of the Coosa River a distance of 3300 feet, more or less, to a chestnut oak on a bluff of rock overhanging the water’s edge, thence south 85 degrees 07 minutes west a distance of 75 feet to the point of beginning, said tract con- taining 23 acres, more or less, in Elmore County. Also the following land to be used in connection 78 with the development of the above described dam site at Lock 18: ( a ) All of section seventeen lying east of the Coosa River; also a strip of land lying in the southwest quarter of the northeast quarter, the southeast quarter of the north- west quarter, the southwest quarter of the northwest quarter of section eight and in frac- tional section seven on the east hank of the Coosa River described as follows: Beginning at a stake 253.6 feet south of the southwest corner of the northeast quarter of the north- east quarter of section eight and running thence west 4350 feet to the water’s edge of the Coosa River; thence down stream along the water’s edge a distance of 250 feet, more or less, thence east 4200 feet to a stake ; thence north 244.4 feet to the point of beginning; all in township nineteen north, range eighteen east, in Elmore County. The following described strip of land con- taining 38.5 acres, more or less, lying in the south half of fractional section twenty-twtf and the northeast quarter of fractional sec- tion twenty-seven, township nineteen north, range eighteen east, east of the Coosa River, in Elmore County: Beginning at a stake on the half section line of said fractional section twenty-two, said stake being 1100 feet west of the corner common to the lands of Cohn & Goldberg, A. M. Hubbard, Trustee, Mont- gomery Williams and Isom Jones; thence south 32 degrees 50 minutes east 268 feet to a stake, thence south 31 degrees 50 minutes east 312 feet to a stake; thence south 10 de- grees 30 minutes east 323 feet to a stake ; thence south 11 degrees 40 minutes east 634 79 feet to a stake; thence south 11 degrees 40 minutes east 190 feet to a stake ; thence south 30 degrees east 256 feet to a stake; thence south 30 degrees east 368 feet to a stake; thence south 27 degrees 30 minutes east 341 feet to a stake; thence south 27 degrees 30 minutes east 400 feet to a stake, thence south 20 degrees 16 minutes east 295 feet to a stake ; thence south 32 degrees 10 minutes east 366 feet to a stake; thence south 28 degrees 30 minutes east 640 feet to a stake; thence south 85 degrees 45 minutes west 450 feet to the water’s edge of the Coosa River, thence up stream along and with the meanders of the Coosa River a distance of 4600 feet, more or less, to the half section line of said fractional section twenty-two; thence along said half section line north 85 degrees 15 minutes east a distance of 630 feet to the point of begin- ning. The following described strip of land con- taining 171/3 acres, more or less, lying in frac- tional section sixteen, township nineteen north, range eighteen east, east of the Coosa River, in Elmore County: Beginning at a stake on the west section line of said frac- tional section sixteen, said stake being 368 feet south of the corner common to sections seventeen, eight, sixteen and nine, township nineteen north, range eighteen east, and run- ning from said stake south 77 degrees 40 minutes east 300 feet to a stake ; thence south 77 degrees 20 minutes east 406 feet to a stake ; thence south 84 degrees east 286 feet to a stake; thence south 65 degrees 30 minutes east 225 feet to a stake; thence south 70 de- grees 30 minutes east 220 feet to a stake; thence north 86 degrees 20 minutes east 369 feet to a stake; thence north 86 degrees east 80 200 feet to a stake; thence south 67 degrees 10 minutes east 310 feet to a stake; then south 49 degrees 10 minutes east 245 feet to a stake ; thence south 47 degrees 45 minutes east 320 feet to a stake ; thence south 42 derees 45 min- utes east 149 feet to a stake ; said stake being on the east line of fractional Lot 1 in said frac- tional section sixteen; thence south 86 degrees 30 minutes west 260 feet to the high water mark of the Coosa River, thence with the same bearing to the water’s edge, thence up- stream along and with the meanders of the Coosa River to the intersection of same with the west section line of said fractional sec- tion sixteen, thence northwardly along said section line a distance of 400 feet to the point of beginning. A strip of land lying along the west bank of the Coosa River and adjacent thereto, be- ginning at the half section line of fractional section twenty-seven, township nineteen north, range eighteen east, and running southerly along the bank of the Coosa River down stream, a distance of 1600 feet, said strip be- ing 250 feet wide measured from the low water mark of said River and at right angles thereto and containing 9.2 acres, in Elmore County. A strip of land lying along the west bank of the Coosa River and adjacent thereto, be- ginning at the section line between fractional sections twenty-two and twenty-seven, town- ship nineteen north, range eighteen east, and running down stream a distance of 3045 feet to the half section line of said section twenty- seven, said strip being 300 feet wide, measur- ed from the low water mark of said River 81 and at right angles thereto and containing 21 acres, in Elmore County. All of fractional section fifteen lying east of the Coosa River; all of the southwest quarter of fractional section three lying east of the Coosa River, and the west half of the southwest quarter of the northwest quarter of section fourteen, all in township twenty north, range seventeen east, in Elmore County. A strip of land lying and being in that part of fractional section ten, township twenty north, range seventeen east, which lies east of the Coosa River, said strip lying along and parallel to the east bank of the Coosa River extending from the north boundary to the south boundary of said fractional section ten and of sufficient width to include 83 acres, in Elmore County. All of fractional section fifteen lying west of the Coosa River; the east half of the south- east quarter of section nine lying west of the Coosa River, and the fractional east half of the northeast quarter of the northeast quarter of section sixteen, all in township twenty north, range seventeen east, in Elmore County. The fractional northwest quarter of the northeast quarter of section twenty-three, township twenty-one north, range sixteen east, lying west of the Coosa River, in Chilton County. ( b ) All that part of the lands hereinafter described that would be covered with, and also all that part of said lands that would be en- tirely surrounded by, the waters of the Coosa River and its tributaries if raised and backed up to an elevation of 290 feet above a certain 82 datum plane, together with the interests, ease- ments and rights hereinafter mentioned, which said elevation of 290 feet is fixed and marked to conform to the elevations established and adopted by the United States, above said datum plane, in a survey of the Coosa River from Lock Four in Alabama to Wetumpka, Alabama, made August 2, 1903, to December 19, 1903, under the direction of J. B. Cava- naugh, Corps of Engineers, U. S. A., and by D. M. Andrews, Assistant Engineer, and N. A. Yuille, Chief of Party, and which said estab- lished elevations by the United States are evi- denced and fixed by bench marks or other ele- vation data marked on the left, or east side, of said River ; together with the right to con- struct, maintain and operate a dam across the Coosa River, down stream from said lands for the manufacture of electricity and to back and maintain the waters of said River and its tributaries, from time to time or continuously, over any or all of saidj lands at said elevation or any lower elevation, together with the right of ingress and egress : All of fractional sections twenty-six and twenty-two, and the fractional northeast quarter of the northeast quarter of section twenty-seven, township twenty north, range seventeen east, lying west of the Coosa River, in Elmore County. All that part of fractional section thirty- three lying west of the Coosa River, and all of fractional section thirty-two; all in town- ship twenty-one north, range seventeen east, in Chilton County. The fractional south half of the northeast quarter of section twenty-three, township 83 twenty -one north, range sixteen east, in Chil- ton Comity. All of fractional section twenty-nine lying east of the Coosa River, and fractional east half of the southwest quarter of section thirty- three, and all that part of fractional west half of the southeast quarter of said section thirty- three lying east of the Coosa River and west of Pinchonlee Creek, all in township twenty north, range seventeen east, in Elmore County. All that part of fractional section twenty- four lying east of the Coosa River; all in town- ship twenty-one north, range sixteen east, in Coosa County. (c) A strip of land containing 11.3 acres, lying in the south half of fractional section twenty-two, township nineteen north, range eighteen east, on the west bank along and ad- jacent to the water’s edge of the Coosa River, and more fully described as follows: Begin- ning at the point where the line between section twenty-seven and section twen- ty-two, said township and range, in- tersects the water’s edge, and running thence west along said line a distance of 710 feet, more or less, thence up stream along the 260 contour level, as determined by the United States Government survey made by Capt. J. B. Cavanaugh and map and survey made by Solomon-Norcross Company, Engineers, No- vember, 1910, to the south line of the 20 acres of land now or formerly owned by Cohn and Goldberg, thence northeasterly along said line a distance of 355 feet, more or less, to the water’s edge of the Coosa River, thence down stream along the water’s edge to point of be- ginning, in Elmore County. 84 All of sections nine, ten, fourteen, fifteen and sixteen, township nineteen north, range eighteen east, along Sofkahatchie Creek below the 260 contour level as determined by United States Government survey, made under Capt. J. B. Cavanaugh and survey and map made by Solomon-Norcross Company, Engineers, At- lanta, Ga., dated November, 1910, containing 56.60 acres, in Elmore County. A strip of land containing 8.68 acres in frac- tional section six, township nineteen north, range eighteen east, lying on the west bank of the Coosa River along and adjacent to the water’s edge, and more fully described as fol- lows: Commencing at the water’s edge on the section line between fractional section six and seven, said township and range, running west a distance of 175 feet along said line, thence up stream following the 260 contour level as determined by United States Gov- ernment Survey made by Captr J. B. Cava- naugh, and shown on map made by Solomon- Norcross Company, Engineers, Atlanta, Ga., to the section line between section six, town- ship nineteen north, range eighteen east, and section one, township nineteen north, range seventeen east; thence east to the water’s edge of the Coosa River a distance of 65 feet, thence down stream along the water’s edge of the Coosa River to the point of be- ginning, in Elmore County. Also a tract of land situated in the north half of fractional section seven, township nine- teen north, range eighteen east, lying west of the Coosa River and more fully described as follows: Beginning at the point of intersec- tion of the north boundary of said section with 85 the water’s edge of the Coosa River; thence in a westerly direction along said north bound- ary to a point which is 65 feet above the level of normal low water of the Coosa River; thence in a southerly direction along the con- tour line which constitutes an elevation of 65 feet above said normal low water to the south boundary of said fractional north half of said section seven; thence in an easterly direction along said south boundary to the water’s edge of the Coosa River; thence in a northerly direction along said water’s edge to the point of beginning, the tract of land herein describ- ed being intended to include all that part of said fractional north half of said section seven which would be submerged if the waters of the Coosa River were raised to a level of 65 feet higher than normal low water ; said tract con- taining 22.8 acres, more or less, in Elmore County. (9) East side of Lock No. 20 on the Coosa River described as follows: Original Lots Nos. 264, 265, 266, 267 and all that part of original Lot No. 263 west of Old Plank Road, lying and being in East Wetumpka, Elmore County. (10) The dam site located on Little River in Cherokee and DeKalb Counties, described as fol- lows : West side: All that part of the northwest quarter of section twenty-nine, township seven south, range ten east, lying west of Little River, in DeKalb County. East side : All that part of the northwest quarter of section twenty-nine, township seven 86 south, range ten east, lying east of Little River, in Cherokee County. Also the following land in Cherokee and DeKalb Counties, to be used in connection with the de- velopment of the above described dam site on Little River: (a) The southeast quarter of the southwest quarter, and the south half of the southeast quarter of section twenty; the southwest quarter of the southwest quarter of section twenty-one; the west half of the northwest quarter and the southwest quarter of section twenty-eight ; the northeast quarter of the northeast quarter of section twenty-nine; the west half, the southeast quarter, and the south half of the northeast quarter of section thirty-three ; the northeast quarter, the south- east quarter and the southeast quarter of the southwest quarter of section thirty-four; the southwest quarter of the northwest quarter, the northwest quarter of the southwest quar- ter of section thirty-five; all in township six south, range ten east. The west half, the west half of the north- east quarter, and the northwest quarter of the southeast quarter of section three ; the east half and the southwest quarter of section four; the south half of the northeast quarter and the northeast quarter of the southeast quarter of section seven ; the southwest quar- ter of section eight ; the east half and the east half of the southwest quarter of section nine; the west half, the northeast quarter, the west half of the southeast quarter and the west half of the southeast quarter of the south- east quarter of section ten; the south half of 87 the north half, the north half of the south half, the south half of the southwest quarter, the northwest quarter of the northwest quar- ter, the northwest quarter of the northeast quarter of section fifteen; all of section six- teen; the south half, the northwest quarter, the south half of the northeast quarter and the northeast quarter of the northeast quarter of section seventeen; the east half of the southeast quarter of section nineteen ; the east half, the southwest quarter and the southeast quarter of the northwest quarter of section twenty; all of section twenty-one; the north half of the northwest quarter and the south- west quarter of the northwest quarter of sec- tion twenty-two; the south half of the south- west quarter of section twenty-eight; all of section twenty-nine, except the northwest quarter; the south half, the south half of the north half and the northeast quarter of the northeast quarter of section thirty; the north half, the southwest quarter and the north half of the southeast quarter of section thirty- one ; the north half, the southeast quarter, the east half of the southwest quarter and the northwest quarter of the southwest quarter of section thirty-two; the northwest quarter of the northwest quarter and the southwest quarter of section thirty-three, excepting the Henderson Graveyard being south two acres in the form of a square ; all in township seven south, range ten east. The west half of the northwest quarter, the northeast quarter of the northwest quarter, and the north half of the southeast quarter of the northwest quarter of section four, and twenty-four acres off of the north side of the 88 northwest quarter of the northeast quarter of said section four; the northeast quarter, the east half of the northwest quarter of section five, and also all that part of the northwest quarter of the south- east quarter of said section five lying north- west of the northwest boundary of the right of way of the Tennessee, Alabama & Georgia Railroad Company, and also that part of the east half of the southwest quarter of said section five described as follows : Begin at the point of intersection of the southeast boun- dary of the right of way of the Tennessee, Alabama & Georgia Railroad Company, with the east boundary of said east half of the southwest quarter; thence south along said east boundary to a wire fence separating the tract herein described from the land of Jack Leath; thence in a northwesterly direction along said fence to said southeast boundary of said right of way ; thence in a northeasterly direction along said southeast boundary of said right of way to point of beginning; also that part of the east half of the southwest quarter of section five described as follows : Begin at the northeast corner of said east half of the southwest quarter; thence south along the east boundary thereof to the northwest boundary of the right of way of the Tennes- see, Alabama & Georgia Railroad Company; thence in a southwesterly direction along said northwest boundary of said right of way 12 chains 10 links to a ditch; thence in a north- west direction along said ditch 8 chains 24 links; thence in a northeasterly direction along a line parallel with said northwestern 89 boundary of said right of way 12 chains 16 links to the public road; thence in a north- westerly direction along said public road to the north boundary of said east half of the southwest quarter; thence in an easterly di- rection along said north boundary to point of beginning; except a tract of five acres in the northwest corner of above described tract for- merly owned by J. H. Hill; the northeast quarter of the northwest quarter of section six, all in township eight south, range ten east. ( b ) Also the following described lands in Cherokee and DeKalb Counties which would be flooded or damaged by impounding the water of Little River by the erection, mainte- nance and operation of a dam at said site ; all that part of the lands in Sections twenty- seven, twenty-six, twenty-three and twenty- four, township six south, range ten east, on each side of the East Fork of Little River, which are embraced within the 1320 contour line, said contour line being the 1320-foot con- tour elevation above true sea level based upon the true sea level as established by the United States Geological Survey, using as a refer- ence point U. S. G. S. Bench Mark stamped 1240A, being a copper bolt embedded in solid rock upon the highway between Fort Payne, Blanche and Cedar Bluff, said road being known as the “Upper Fort Payne Road,” and said Bench Mark being located forty feet east of Yellow Creek and twelve feet north of Yel- low Creek Bridge and the true elevation of the same being 1228.59 feet above true sea' level. 90 (c) Also all rights, easements, privileges and title owned by the Mortgagor in and to so much or such portions of the following de- scribed lands lying along, on and adjacent to the banks of Spring Creek as will be flooded with water by reason of the Mortgagor turn- ing into the channel of said Spring Creek the waters of Little River from a power plant to be erected at or near Blanche, in Cherokee County, to wit: The south half of section five, the west half and the southwest quarter of the southeast quarter of section eight, the east half of the northwest quarter of the northeast quarter, the west half of the northeast quarter of the northeast quarter, the southwest quarter of the northeast quarter and the east half of the southeast quarter of section seventeen, the southwest quarter of section sixteen, the northeast quarter of the northwest quarter, the northeast quarter of the southeast quarter of the northwest quarter, the southwest quarter of the northeast quarter, and the southeast quarter of section twenty- one, the north half of the northeast quarter, the southeast quarter of the northeast quarter, the east half of the southeast quarter of sec- tion twenty-eight, the west half of the west half of section twenty-seven, the east half of the northeast quarter, the southwest quarter of the northeast quarter, the southeast quarter and the east half of the southwest quarter of section thirty-three, the northwest quarter of the northeast quarter, the northwest quarter, and the northwest quarter of the southwest quarter of section thirty-four, all in township eight south, range ten east ; the north half of 91 the northeast quarter and the west half of sec- tion four, the south half of section five, the east half of the southeast quarter and the southwest quarter of the southeast quarter of section six, the north half of the northwest quarter, the southwest quarter of the north- west quarter of section eight, the northeast quarter, the east half of the northwest quarter, the southwest quarter of the northwest quarter, and the west half of the west half of the southwest quarter of section seven, all in township nine south, range ten east ; the south half of section twelve, the northwest quarter of the northwest quarter of section thirteen, and the northeast quarter of the northeast quarter of section fourteen, all in township nine south, range nine east; all of said lands lying and being situate in Cherokee County. ( d ) Also the- right and privilege of impound- ing and diverting the water of Little River from the point of intersection of said River with the south boundary of section thirty-one, township seven south, range ten east, to the point at which Spring Creek unites with or empties into said Little River near the south boundary of section twelve, township nine south, range nine east; in Cherokee and De- Kalb Counties. (11) The dam site located on Town Creek in Dekalb County, described as follows: North side: All that part of the southeast quarter of the southwest quarter of section twen- ty-eight, township seven south, range six east, lying north of Town Creek. Also the following described tract of land con- taining 35.02 acres in the west half of the south- 92 west quarter of section twenty-eight, township seven south, range six east, described as follows: Commencing on the south line of said section twenty-eight at a point 600 feet east of the south- west corner of said section, thence north 2120 feet, thence east 720 feet, thence south 2120 feet, thence west 720 feet to the point of beginning. And also all necessary rights of way and the right to build, construct, operate and maintain pipe lines, flumes and canals for the conveyance of water, also the right to erect, maintain and operate pole lines and transmission lines for the transmission of electric power over and across any of the remaining portion of said west half of the southwest quarter of section twenty-eight, township seven south, range six east; also the right to take and use from said remaining portions of said west half of the southwest quarter of sec- tion twenty-eight, township seven south, range six east, all such stone and timber as may be necessary or useful in the construction and maintenance of a dam on the lands above described to be erected at a point at or near what is known as “Elrod’s Mill.” South side : All that part of the south half of the southwest quarter of section twenty- eight, township seven south, range six east, lying south of Town Creek. Also the following land to be used in connec- tion with the development of the above described dam site on Town Creek: (a) The southwest quarter of the northwest quarter of section fifteen, the northeast quarter of the northwest quarter of section twenty-five, all in township seven south, range 93 five east; also the southeast quarter of the southeast quarter of section twenty-eight ; southeast quarter of the northeast quarter and the northeast quarter of the southeast quarter of section thirty-four, all in township seven south, range six east. ( b ) The perpetual right, privilege, ease- ment and franchise to impound, divert and use any part or all of the waters of Town Creek and its tributaries, at any and all stages or volume of flow from the natural or artificial channel or channels of said stream where the same passes now or may hereinafter pass over, through, across or alongside of any of the following described land, to wit: The west half of the southwest quarter of section fifteen, the north half of the southeast quarter, the southeast quarter of the north- east quarter, and the east half of the south- west quarter of section twenty-two ; the north half of the southwest quarter and the north half of the southeast quarter of section twen- ty-three ; the northeast quarter of section twenty-six, the northwest quarter of the north- east quarter of section twenty-five, all in township seven south, range five east; the north half of the southwest quarter, the north half of the southeast quarter, the south half of the northeast quarter and the northeast quarter of the northeast quarter of section thirty; the east half of the northeast quarter and the northwest quarter of the northeast quarter of section thirty-two, the southwest quarter of the southwest quarter of section twenty-eight, all in township seven south, range six east. 94 (.12 ) The dam site located on Sauty Creek in Jackson and DeKalb Counties described as fol- lows : North side: All that part of the south- east quarter of the northwest quarter and the east half of the southwest quarter of section twenty- four, township six south, range six east, lying north of Sauty Creek in Jackson County, except two acres, more or less, in the northeast quarter of the southwest quarter of said section twenty- four described as follows: Beginning at the north- west corner of the Joseph Culpepper Graveyard lot thence 70 yards south, thence east to east line of the northeast quarter of the southwest quarter of section twenty-four, township six south, range six east, thence north on said line 70 yards, thence east to the point of beginning. South side: All that part of the south- east quarter of the northwest quarter and the east half of the southwest quarter of section twenty- four, township six south, range six east hung south of Sauty Creek in DeKalb County. Also the following rights, privileges and ease- ments to be used in connection with the develop- ment of the above described dam site on Sauty Creek: (a) The perpetual right, privilege, ease- ment and franchise to impound, divert and use any part or all of the waters of Sauty Creek and its tributaries, at any and all stages or volume of flow from the natural or arti- ficial channel or channels of said stream where the same passes now or may hereinafter pass over, through, across or alongside of the fol- lowing described lands, to-wit: 95 The northeast quarter of the northwest quarter of section twenty-six, township six south, range six east, situated in DeKalb and Jackson Counties. (13) The dam site located on the place selected for dam No. 3 on the Tennessee River, in Alabama, described as follows : North side: All of the fractional southeast quarter of fractional section four, town- ship three south, range eight west, except a three acre tract deeded by F. E. Jackson to the United States of America on the 10th day of April, 1890, and which ex- cepted tract is described as follows: Beginning at the outer point of the northwest wing wall of Lock No. 2 of Muscle Shoals Canal; thence south 61 degrees 45 minutes west 100 feet ; thence north 28 degrees 15 minutes west 100 feet ; thence north 61 degrees 45 minutes east 450 feet; thence north 28 degrees 15 minutes west 250 feet ; thence north 61 degrees 45 minutes east 330 feet, more or less, to the north line of Muscle Shoals Canal; thence along the north line of said Canal 650 feet, more or less, to the point of beginning; Also except a twenty acre tract of land deeded by the said F. E. Jackson to the United States of America on the 3rd day of September, 1891, which last excepted tract is described as follows: Beginning at the north end of the north upper wing wall of Lock No. 2 of Muscle Shoals Canal; thence at level of high water of Canal along the bank of Canal and west bank of Second Creek by various courses and distances to a point situated north 1 degree east 2640 feet from the beginning; thence directly across said Creek to high water mark on the east bank, thence along said bank at the level of high 96 water in a southeasterly direction to a point op- posite to the upper end of Second Creek bridge ; thence by the shortest possible line to the north boundary of the right of way of Muscle Shoals Canal; thence down said Canal to the beginning. Also excepting the right to overflow all that part lying below the 505 foot contour as referred to the survey made by the United States which has heretofore been conveyed to the United States, said lands lying and being in Lauderdale County. South side: Beginning at a point where the section line between sections fifteen and six- teen, township three south, range eight west, in- tersects the low water line of the Tennessee River ; thence down stream with the low water line of the Tennessee River 2500 feet to the beginning point ; thence south parallel with the east line of said section sixteen, 450 feet; thence at right angles west 2300 feet to the mouth of Poplar Spring Branch ; thence up the south bank of the Tennessee River at low water mark to the point of begin- ing, containing 24 acres, more or less, and being in the fractional north half of section sixteen, township three south, range eight west. Ex- cept the right to overflow all that part lying be- low the 505 foot contour as referred to the survey made by the United States, which has heretofore been conveyed to the United States. Said lands lying and being in Lawrence County. All the following land to be used in connection with the development of the above described dam site on the Tennesse River: (a) Starting at a stake at the southeast cor- ner of section nine, township three south, range nine west, thence north 2 degrees 30 97 minutes west 2700 feet to another stake about 100 feet from Bluff of Tennessee River; thence north 78 degrees 4 minutes west 1363 feet to the southeast corner of desired lands, being the point of beginning, from said point of beginning run north 2 degrees 30 minutes west 250 feet to the northeast corner of de- sired tract, being a point in the Bluff 60 feet vertically above mean low water of the Ten- nessee River; thence in a westerly direction along the contour at this elevation 440 feet to the northwest corner of desired tract; thence south 2 degrees 30 minutes east 380 feet to the southwest corner of desired tract, thence north 87 degrees 30 minutes east 418 feet to the southeast corner of said tract, being the point of beginning, containing three acres, more or less, in Colbert County, excepting from the above the right to overflow all that part lying below the 505 foot contour as re- ferred to the survey made by the United States, which has heretofore been conveyed to the United States. ( b ) Also all the following land that would be submerged if the level of the water of the Tennessee River should be raised to an eleva- tion of 60 feet above low water mark: Fractional northeast quarter of section six- teen, the fractional west half of the northwest quarter of fractional section fifteen, the frac- tional north half of fractional section twenty- three; all of fractional section fourteen, and the fractional east half of fractional section fifteen; all in township three south, range eight west, in Lawrence County. 98 other real XX. — Together with other lands in the State of Alabama described as follows: (1) That certain parcel of land situated in sec- tion two, township twelve south, range six east, in Etowah County, particularly described as follows : Beginning at the northwest corner of frac- tion A in section two, township twelve south, range six east, and running along the land line east 876 feet, thence south 9 degrees 45 min- utes west 2500 feet to the Coosa River, thence down the Coosa River to the southwest corner of said fraction A, thence north along the west line of said fraction A to point of begin- ning; containing 40.2 acres. (2) That certain parcel of land in the north half of the southeast quarter of the northeast quarter of section ten, township twelve south, range six east, in Etowah County, particularly described as follows : Beginning at a point in block one on north side of Anniston public road now shown as “Railroad street” on map of Nowlin’s addi- tion to East Gadsden, recorded in Plat Book B, page 34, in the office of the Judge of Pro- bate of Etowah County, starting at the south- west corner of lot one in block one, according to said map, thence in a northeasterly direc- tion along the west line of said lot one 231% feet to a stake, thence at right angles in a northwesterly direction 150 feet to a stake, thence at right angles in a southwesterly di- rection 231% feet to the north line of Rail- road Street, thence in southeasterly direc- tion along the north line of Railroad Street 150 feet to point of beginning. 99 (3) The following parcels of land situated in Gadsden, Etowah County, described as follows: Lot A in Ewing Addition to Gadsden, ac- cording to plat made by Civil Engineer Ernest Smith, which said plat is recorded in Book of Town Plats “B,” page 396, in the Probate Office of Etowah County. Said lot lies be- tween the property of the Coosa Pipe & Foundry Company and the property known as the Queen City Lumber Company and Old Paint Company lot, and is on and bounded on the east by the Coosa River. As shown by said recorded map or plat, the north line of said lot A is 330 feet in length, the south line is 361 feet in length, and the west line is 535 feet in length. Also lots one, two, three, four, five and six and lots sixteen, seventeen, eighteen, nine- teen, twenty and twenty-one, all in block ten, according to the survey, and map made by Civil Engineer Ernest Smith of “Ewing Ad- dition” to Gadsden, which said map is now of record in Plat Book “B,” page 396, in the Probate Office of Etowah County. Said lots are all located between Ewing Avenue and Railroad Street in said Addition as shown by said record of said map. (4) Lot 32, Block 13, to Ewing Addition to the City of Gadsden. (5) The following described lands situated in Winston County: Five acres, more or less, situated in the southeast quarter of the southeast quarter of section twenty-nine, township nine south, 100 range ten west, more particularly described as follows, to wit: Begin at the northwest corner of the south- east quarter of the southeast quarter of said section twenty-nine; thence south along the west boundary line of the southeast quarter of the southeast quarter of said section twenty-nine, 510 feet to a point; thence in a southeasterly direction on the same bearing that the fence between Pounders and Crosswhite land takes to the public road; thence along said public road in a northeasterly direction to the point where the road crosses the north boundary line of said southeast quarter of the south- east quarter of section twenty-nine; thence running west along said boundary line to the point of beginning. (6) The following described lands situated in Walker County: Two acres, more or less, situated in the south- east quarter of the southeast quarter of section twenty-six, township thirteen south, range eight west, more particularly described as follows: Beginning at a point on the east boundary line of said section twenty-six, said point be- ing north 1017 feet from the southeast cor- ner thereof, and being the point at which the southwest boundary line of the Mortgagor’s transmission line right of way extending from Jasper to Sheffield, crosses and intersects said east boundary line of said section twenty-six ; running thence along said east boundary line of said section twenty-six, south for a dis- tance of 250 feet to a point; running thence 101 west for a distance of 235 feet to a point; thence north to said southwest boundary of said right of way; thence in a southeasterly direction along said southwest boundary of said right of w 7 ay to point of beginning. (7) The following parcels of land situated near Bessemer, in Jefferson County, described as fol- lows : Lots Nos. 1, 2, 9, 10, 11, 12, 13, 14 and 15 feet off the east end of Lot No. 15, all in Block No. 4 of Tillman’s Addition to Besse- mer, in the northeast quarter of the south- west quarter of section two, township nine- teen south, range four west. (8) The right of way of the Mortgagor for an electric transmission line extending from the Mortgagor’s transmission line described in sub- paragraph (19) of paragraph II of Clause First hereof near Jasper, in Walker County, 59.2 miles, more or less, to the reservation of the United States of America at Nitrate Plant No. 2, at or near Sheffield, in Colbert County, on which said right of way is constructed the transmission line of said United States, extending from the Mortgagor’s steam plant at Gorgas, in Walker County, by way of Jasper, to said reservation of said United States at Sheffield, excepting and reserving said transmis- sion line of said United States and all appurten- ances thereunto belonging together with the right of said United States to maintain and remove the same as is more particularly set out in that con- tract heretofore mentioned as “Contract T-69. ” (9) All the Mortgagor’s right, title and inter- est under the lease executed by Talladega County, 102 General de- scription and after- acquired property. for a period of twenty years, under date of January 7, 1908, leasing the following described part of that certain lot or parcel of land situated in the City of Talladega, in Talladega County, known as the “Jail Lot,” said leased part being bounded on the north by the right of way of the Birmingham & Atlantic Railroad Company, on the east by a part of the said “Jail Lot,” on the south by a part of the said “Jail Lot,” and on the west by West Street, and being 100 feet in width east and west and 150 feet in length north and south. (10) The following described parcel of land situated in Talladega, Talladega County: The north half of the west half of Lot 183, according to the original survey of the City of Talladega, being a part of section twenty- seven, township eighteen south, range five east. Also all water powers, water rights, rights of flowage and overflowage, rights of way, easements, water power sites, buildings, power houses, shops, power plants, sub- stations, dynamos, generators, holders, retorts, appa- ratus, engines, machinery, boilers, fixtures, equipment, appliances, tools, conduits, flumes, ditches, ducts, pipes, receivers, headgates, dams, dam sites, sluices, reservoirs, water-works, hydrants, stand-pipes, implements, wires, posts, poles, pumps, tanks, meters, transformers, mains, cars, motors, overhead construction superstructures, tracks, rails, and all property of any nature appertaining to any of the plants, properties, systems, business and operations of the Mortgagor, whether the same are now owned or may hereafter be acquired by the Mortgagor, or its successor or assigns, and wheresoever situate. 103 Clause Second. Franchises and Contracts. Also all corporate and other franchises, ordinances, permits, licenses, rights, easements, rights of way, leases tracts, and leasehold interests, municipal and private contracts, grants, privileges and immunities, belonging to or which may be hereafter owned, held or enjoyed by the Mort- gagor. Clause Third. Bonds. (a) Two million five hundred thousand dollars ( $2,500,- Bonds ’ 000) principal amount of the First Mortgage Thirty-Year Five Per Cent. Gold Bonds of the Mortgagor, due March 1, 1946, with the coupons maturing September 1, 1921, and all subsequently maturing coupons thereto at- tached, issued under and secured by its First Mortgage dated March 1, 1916, to the United States Mortgage and Trust Company, as trustee, to secure an authorized issue of $100,000,000 of said bonds, of which there have been issued and are at the date hereof outstanding in aggregate principal amount Ten million two hundred twenty-one thousand dollars ($10,221,000), (not including the Two million five hun- dred thousand dollars ($2,500,000) principal amount of bonds above mentioned pledged hereunder and the Four million twenty-eight thousand dollars ($4,028,000) princi- pal amount of bonds pledged under the agreement of the Mortgagor dated July 2, 1917, with The New York Trust Company as trustee), and also all bonds, except those is- sued in exchange for or replacement of bonds thereto- fore issued thereunder as therein provided, that may hereafter at any time be certified and delivered there- under, together with the unmatured coupons appertain- 104 Shares Stock. mg thereto, said mortgage and said bonds being respec- tively hereinafter sometimes called the First Mortgage and the First Mortgage Bonds; and ( b ) All bonds secured by mortgages on properties which have been made the basis of the certification and delivery of bonds pursuant to Section 6 of Article II of the First Mortgage, and which are now or which may at any time hereafter be pledged with the trustee there- under. Shares of Stock. All and singular the following shares of stock, the cer- tificates for which duly indorsed in blank for transfer are deposited under the First Mortgage: (a) 9,992 shares, each of the par value of $100, of the common stock of Alabama Interstate Power Company, a corporation of Maine, being all the outstanding stock of said Company, except directors’ qualifying shares; such corporation having also an authorized issue of 20,000 shares, each of the par value of $100, of preferred stock, none of which has been issued; (b) 2,515 shares, each of the par value of $100, of the stock of the Muscle Shoals Hydro-Elec- tric Power Company, a corporation of Alabama, being all the stock outstand- ing, except directors’ qualifying shares, of an authorized issue of 10,000 shares of the stock of said Company; ( c ) 995 shares, each of the par value of $100, of the stock of Birmingham, Montgomery and Gulf Power Company, a corporation of Ala- bama, being all the authorized and out- standing stock of said Company, except directors’ qualifying shares; 105 ( d ) 12 shares, each of the par value of $100, of the stock of Asbury Electric Power Company, a corporation of Alabama, out of an authorized issue of 100 shares of the stock of said Company of which 32 shares have been issued and are outstanding, and being all the stock of said Company owned by the Mort- gagor, except directors’ qualifying shares ; and (e) 7 shares, each of the par value of $100, of the stock of Alabama Power and Light Company, a corporation of Alabama, being all the authorized and outstanding stock of said Company, except directors’ qualifying shares. The aforesaid companies and each and every corpora- Definition of tion, a majority of whose capital stock may at any time®^®'^^ hereafter be pledged or assigned hereunder are herein- after sometimes referred to as subsidiary companies or as a subsidiary company, and shall be taken to be embraced and included in either of such terms whenever used here- in unless otherwise indicated to the contrary. The aforesaid certificates of stock which are in the in denture possession of the trustee under the First Mortgage and stamp ‘ certain other securities which may come into its posses- sion have been or may be stamped with substantially the following words: “This instrument is held under an indenture of mortgage dated March 1, 1916, made by the Ala- bama Power Company to United States Mortgage and Trust Company, as Trustee, and is subject to be disposed of only as in said indenture provided.” Upon the payment in full, or provision therefor satis- Trusteed ° f factory to the trustee under the First Mortgage, of th eC t ®”® el g |“^‘ 106 Property i eluded. principal of all the bonds issued thereunder, or the satisfaction and discharge of the First Mortgage, the trustee thereunder is expressly authorized to surrender all of the pledged securities then held under the First Mortgage to the Trustee, and the Trustee is hereby ex- pressly authorized in its discretion to cancel said in- denture stamp on all of said pledged securities wher- ever it appears or to surrender them to the corporations issuing the same, either directly or through the agency of the Mortgagor, for the purpose of procuring new bonds of like principal amount and new certificates of stock of the same par value. Clause Fourth. Property Included. Any and all property of every name and nature and wherever situate, now owned or hereafter acquired by the Mortgagor, except the property hereinafter expressly excluded. Any and all property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or trans- ferred, as and for additional security hereunder, by the Mortgagor, or by any one in its behalf or with its writ- ten consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times, and to hold and apply the same subject to the terms hereof. It is the intention hereof to include herein all, except as hereinafter expressly provided, of the property of the Mortgagor, real, personal and mixed, in possession or expectancy, or both, now occupied, owned, possessed or enjoyed or which may hereafter, in any wise, be acquired, owned, possessed or enjoyed by the Mortgagor or for the Mortgagor, together with all and singular the tenements, hereditaments, rights, ease- 107 ments, privileges, immunities and appurtenances, be- longing to or in any wise appertaining to the Mortgagor or to such property hereby conveyed, trans- ferred or assigned, or agreed or intended to be conveyed, transferred or assigned, or to any part thereof, and the reversion and reversions, remainder and remainders, rents, income, revenues and profits thereof, and all the estate, right, title, interest, claims and demands whatso- ever, at law as well as in equity, which the Mortgagor now has or may hereafter acquire in and to the aforesaid prop- erty and every part and parcel thereof. Provided, however, that no shares of stocks, bonds or Property securities of other corporations now owned or hereafter excludet1- acquired shall be subject to the lien of this indenture ex- cept those hereinbefore described in Clause Third of the granting clauses hereof and those hereafter pledged or assigned or agreed to be pledged or assigned here- under pursuant to the provisions hereinafter contained. All property, real, personal and mixed, whether now Definitions or at any time hereafter in any way mortgaged, pledged, mortgaged 11 conveyed, transferred or delivered to the Trustee aml P leclged - for the purpose of or subject to the lien of this inden- ture, or agreed or intended so to be, is hereinafter some- times called the mortgaged and pledged property; the shares of stock, bonds or other obligations, leases and other property now or hereafter assigned to or pledged with or agreed to be assigned to or pledged with the Trustee pursuant to any provision hereof are herein- after sometimes collectively called the pledged securi- ties; and the rest of said mortgaged and pledged prop- erty is hereinafter sometimes called the mortgaged prop- erty. To have and to hold the same, unto the Trustee, and Habendum, its successor or successors and assigns forever; Subject however as to the property therein described Prior liens, and thereby covered to the lien, covenants and condi- 108 Grant in Trust. Defeasa tions of llie First Mortgage dated March 1, 1916, made by the Mortgagor to United States Mortgage and Trust Company, as trustee, in so far as the lien, covenants and conditions thereof affect any part of the mortgaged and pledged property, it being agreed that in all cases where any provision of the First Mortgage (so long as the same shall remain undischarged) affecting any part of the mortgaged and pledged property, is inconsistent with a provision of this indenture, the provision of the First Mortgage shall prevail; and Subject, also, as to the property therein described and thereby covered to the lien, covenants and conditions of the mortgage dated July 2, 1902, made by Selma Lighting Company to West End Trust Company, of Philadelphia, Pennsylvania, as trustee, to secure an authorized issue of two hundred and fifty thousand dollars ($250,000) aggregate principal amount of five per cent, bonds due July 2, 1932, in so far as the lien, covenants and condi- tions thereof affect any part of the mortgaged and pledged property. In trust nevertheless, upon the terms and trusts herein set forth, for those who shall hold the bonds and coupons aforesaid, or any of them, without preference of any of said bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof, or otherwise howsoever; Provided, however, and these presents are upon the condition that if the Mortgagor, its successors or as- signs, shall pay or cause to be paid unto the holders of said bonds the principal and interest to become due in respect thereof at the times and in the manner stip- ulated therein and herein and shall keep, perform and ob- serve all and singular the covenants and promises in said bonds and in this indenture expressed as to be kept, performed and observed by or on the part of the Mort- gagor, then this indenture and the estate and rights 109 Article I. hereby granted shall cease, determine and be void, other- wise to be and remain in full force. It is hereby covenanted, declared and agreed by and between the parties hereto that all bonds and the cou- pons appertaining thereto are to be executed, certified, delivered and held, and that all property subject or to become subject hereto is to be held, subject to the fur- ther covenants, conditions, uses and trusts hereinafter set forth, and the Mortgagor, for itself and its suc- cessors, doth hereby covenant and agree to and with the Trustee, for the benefit of those who shall hold said bonds and the coupons appertaining thereto, or any of them, as follows : ARTICLE I. The Bonds. Section 1 . The bonds to be issued hereunder shall Designation be known as the Alabama Power Company First Mort- of bond8 - gage Lien and Refunding Gold Bonds, provided that upon the satisfaction and discharge of the First Mort- gage, the Mortgagor in its discretion may thereafter use the designation “First Mortgage,” or some other appro- priate designation not disapproved by the Trustee, in lieu of the designation “First Mortgage Lien and Re- funding” with respect to the bonds thereafter certified and delivered hereunder, and the Mortgagor in like dis- cretion may omit from the text of said bonds the recital as to the pledge and deposit of First Mortgage Bonds as security therefor and if it so elects may insert in substi- tution any other appropriate recital as to security. In the event of such change of designation and/or of text, the holders of any bonds theretofore certified and deliv- ered hereunder may at any time surrender the same at the office or agency of the Mortgagor, in the Borough of Manhattan, in the City of New York, for cancellation and shall be entitled, upon payment of any charge made Article I. 110 by the Mortgagor as provided in Section 10 hereof to receive in exchange therefor, and the Mort- gagor shall execute and the Trustee shall certify and deliver, a like principal amount of bonds of the same series and otherwise of the tenor of the bonds surren- dered, except with respect to the change of designation and/or of text determined upon by the Mortgagor as aforesaid. Amount of The aggregate principal amount of the bonds which may^be 7 se- h may be secured by this indenture is not limited, but shall S u ^ ed t^e this include such amount as may now or hereafter from time not limited, to time be certified and delivered under the terms here- of. Series, varia- Section 2. At the option of the Mortgagor, the bonds form and issued hereunder may be issued m one or more series. bonds* 186 ° f bonds expressed in the same language or languages, payable at the same place or places, and containing in all other respects the same provisions, shall be deemed to belong to the same series, but the same series may in- clude bonds of different denominations and may include both coupon and registered bonds. Each series shall be distinguished by such designation as the board of directors of the Mortgagor may select for such series, and each bond issued hereunder shall bear upon the face thereof the designation so selected for the series to which it belongs. All the bonds to be issued under this indenture, together with the coupons appertaining there- to, shall be expressed in the English language ; but they, or any of them, may also, at the election of the board of directors of the Mortgagor, be expressed in one or more foreign languages, but in every case the English text shall govern in the construction thereof, and both or all texts shall constitute but a single obligation. The English text of the coupon bonds and of the reg- istered bonds without coupons to be issued under this indenture, and of the coupons appertaining to the cou- Alabama power company. Alabama power company to United Spates mortgage and ^ u ^ e ^°o? a tris t , trustee. Kortgg t Let mortgage" lien and refunding gold Ponds. Ill Article I. pon bonds, and of the certificate of the Trustee upon all bonds, shall be respectively substantially of the tenor and purport above recited; provided, however, that, at the option of the Mortgagor, from time to time expressed by resolution of its board of directors : (1) provision may be made in any bond per- Bonds may mitting its exchange for another bond or other ^ le exchailge ‘ bonds of a different series, upon such terms and subject to such adjustments as may be set forth in said resolution; (2) the principal and interest of any bonds, Bonds may payable in the City of New York, in United States payable 6 in gold coin, may be made payable also at the hold- forei g n er’s option at such place or places in foreign countries, and in the money of such foreign country or countries, at such reasonable fixed rate or rates of exchange as shall be set forth in said resolution ; (3) the principal and interest of any bonds to Place of pay- • ment etc be issued hereunder may be made payable only 0 f bonds ’ at such place or places in foreign countries and inP^ 1 ^ in such fixed amount or amounts in foreign money, as countries, may be set forth in said resolution; (4) in any or all of such bonds and coupons as f s ro t v j sio a s are to be payable in foreign money or in foreign ment of countries there may be inserted provisions re-^** 5 ^ made quiring the payment of the principal and interest' 11 bonds thereby represented, without deduction of such foreign taxes imposed by any foreign taxing authority, countnesj - as may be specified therein, respectively, and pro- vision may be made therein for registration at such place or places in f oreign countries as may be designated in such bonds; and there may be such other insertions, omissions and variations in such bonds and coupons, payable in foreign money or in foreign countries, as the board of directors of the Article I. 112 Bonds may be payable without de- duction for taxes. Date of issue, matur- ity, interest rate and sinking fund may be fixed. Exchange provisions may be omitted. Mortgagor shall deem necessary or appropriate and as shall not be inconsistent herewith; (5) provision may be made in any series of bonds for the payment of the principal thereof or interest thereon, or both, without deduction for any taxes whatsoever, or without deduction for taxes with exceptions differing from those contained in the bonds of any other series, provided, however, that the provisions of the bonds of the 6% Series due 1951, with respect to payment without deduc- tion for taxes shall be in accordance with the re- quirements of Section 3 hereof ; (6) the date of issue, date of maturity and rate of interest of the bonds of each series issued here- under from time to time other than the 6 % Series due 1951, and the terms and conditions, if any, of the redemption and/or convertibility thereof and/ or of provisions in regard to the establishment and application of any sinking, amortization, improve- ment or analogous fund for the benefit of the holders of the bonds issued hereunder shall be as fixed and determined in said resolution and provided in the bonds prior to their issue, but no bonds shall bear a date of maturity later than July 1, 1981, and so long as any bonds of the 6 % Series due 1951 are outstanding, any such fund shall be only in addition or supplemental to the improvement and sinking fund provided for in Article V of this indenture; (7) if coupon bonds of the denominations of $100 and $500 shall be issued hereunder, the pro- vision for the exchange of coupon bonds for regis- tered bonds without coupons may be omitted there- from, and the said provisions may also, at the option of the Mortgagor expressed by resolution 113 Article I. of its board of directors, be omitted, from any bond payable only in foreign money. Section 3. The initial series of bonds issued here- 6% Series under shall be designated the 6% Series due 1951. The' 1 ’ 1 *’ 19jL bonds shall be dated June 1, 1921, shall mature June 1, 1951, and shall bear interest at the rate of six per cent. (6%) per annum, payable semi-annually on June 1 and December 1 in each year; both principal and interest to be payable at the office or agency of the Mortgagor in the Borough of Manhattan in the City of New York, in United States gold coin of or equal to the standard of weight and fineness existing on June 1, 1921, without deduction either from principal or interest on account of any taxes, assessments or other governmental charges (other than succession and inheritance taxes and such part of any Federal income tax as shall be in excess of two per cent. (2%) in any one year) which the Mortgagor or the Trus- tee may be required or permitted to pay thereon or to deduct or retain therefrom by virtue of any present or future law or requirement of the United States of Amer- ica or of any state, county, municipality or other taxing authority therein. Said bonds shall be redeemable in whole or in part at the option of the Mortgagor, on any interest payment date before maturity, at the principal amount thereof and accrued interest to the date of re- demption, together with a premium of five per cent. (5%) if redeemed on or before June 1, 1932, and, if redeemed after June 1, 1932, with a premium of five per cent. (5%) less one-quarter of one per cent. ( 1 / 4%) for each full year elapsed since June 2, 1931, and in any case upon the notice and the other terms and conditions hereinafter specified in Article VI of this indenture. Said bonds shall be issued as cou- pon bonds in denominations of One thousand dollars ($1,000) and Five hundred dollars ($500) ; and as regis- tered bonds without coupons in denominations of Out- Article I. 114 Equivalents in foreign money. Denomina- tions, dates, etc., of cou- poii and reg- istered bonds. thousand dollars ($1,000) and multiples thereof approved by the Mortgagor. Section 4. In case of the issue of bonds payable only in foreign money, for the sole purpose of ascertaining the amount of bonds which the Mortgagor shall be en- titled, from time to time and in the aggregate, to have certified and delivered under the provisions of this in- denture, or which are to be counted as outstanding under any of the provisions hereof, two hundred and five pounds eleven shillings sterling, or five thousand one hundred and eighty French francs, or four thousand one hundred and ninety-nine and one-lialf marks, or two thou- sand four hundred and eighty-eight guilders, shall be deemed to be the equivalent of one thousand dollars; and one hundred and two pounds, fif- teen shillings, six pence sterling, or two thou- sand five hundred and ninety French francs, or two thousand and ninety-nine and three-quarters marks, or one thousand two hundred and forty-four guilders shall be deemed to be the equivalent of five hundred dollars; and twenty pounds, eleven shillings, one penny sterling, or five hundred and eighteen French francs, or four hun- dred and nineteen marks ninety-five pfennigs, or two hundred and forty-eight and eight-tenths guilders shall be deemed to be the equivalent of one hundred dollars, and in case of other foreign currencies the reasonable equivalents of such amounts shall be determined by the board of directors of the Mortgagor at the time of au- thorizing the issue of bonds in any such currency. Section 5. Bonds issued pursuant to the provisions hereof may at the election of the board of directors of the Mortgagor, expressed from time to time by resolu- tion, be executed, certified and delivered originally either as coupon bonds or as registered bonds without coupons, except that all bonds payable in money of the United 115 Article I. States of America in amounts less than one thousand dol- lars shall be issued only as coupon bonds. Coupon bonds may be issued in denominations of one thousand dollars, five hundred dollars and one hundred dollars, or such amounts in foreign money as may be expressed by resolution of the board of directors of the Mortgagor, except that no coupon bond payable in for- eign money only shall be issued for an amount which at the rate or rates of equivalence specified or deter- mined as provided in Section 4 hereof would exceed one thousand dollars. Registered bonds without coupons shall be issued in denominations of one thousand dollars and multiples thereof approved by the Mortgagor or of such amounts in foreign money as the board of directors of the Mort- gagor may from time to time authorize. Every registered bond shall be dated as of the time of issue except that if any registered bond shall be is- sued on any interest payment date it shall be dated as of the day next ensuing, and shall bear interest from such interest payment day. Section 6. The holder of any bonds (all of the same Exchange of series) for one hundred dollars or for five hundred bo,1,ls for dollars each, may at any time surrender the other de- same at the said office or agency of the Mort- n0minatl0ns - gagor for cancellation in principal amounts aggre- gating one thousand dollars or some multiple thereof with all unmatured coupons thereunto appertaining, and receive in exchange therefor, and the Mortgagor shall execute and the Trustee shall certify and deliver upon request of the Mortgagor a like principal amount of cou- pon bonds (of the same series) for one thousand dollars each bearing all unmatured coupons. If the Mortgagor shall, in its discretion, determine to issue coupon bonds for five hundred dollars or for one hundred dollars in exchange for one thous- Article I. 116 and dollar coupon bonds, then upon the sur- render for exchange of any such coupon bond of the de- nomination of one thousand dollars with all unmatured coupons, the Mortgagor may execute and the Trustee shall at the request of the Mortgagor certify and deliver in exchange for such coupon bond for one thousand dol- lars two bonds for five hundred dollars each or ten bonds for one hundred dollars each of the same series as the bond surrendered, with all unmatured cou- pons. If the Mortgagor shall, in its discretion, determine to issue coupon bonds payable only in foreign money, it may by resolution of its board of directors make provi- sion for exchanges of bonds of different denominations payable in the same currency, similar to the provisions in this Section 6 contained for exchanges of bonds pay- able in money of the United States of America. A registered bond without coupons for a multiple of one thousand dollars may upon request of the registered holder be exchanged at the office or agency of the Mort- gagor in the Borough of Manhattan in the City of New York (and at such other places, if any, as may be desig- nated in said bonds), for several such bonds in like form for the same aggregate principal amount and several registered bonds without coupons in the same name may upon request of the registered holder be exchanged at said office or agency for another registered bond without cou- pons or several such bonds of like form for the same aggregate principal amount, in every case of the same series. The necessary new bonds for the purpose of such exchange shall be executed by the Mortgagor and at the request of the Mortgagor shall be certified and delivered by the Trustee. In every case of exchange the Trustee shall forthwith cancel the surrendered bond or bonds and coupons and deliver the same to the Mortgagor. 117 . Article I. Section 7 . Whenever any coupon bonds of the de- Exchail se nomination of one thousand dollars, with all unmatured bone sys t em etc. Article II. 130 Net earn- ings to be not less than twice annual interest charge. paragraph (6), with some plant or system subject to the lien of this indenture at the date of the execution thereof — to be proved by a certificate of such connection filed with the Trustee and signed and verified by the President or a Vice- President of the Mortgagor and by an engineer appointed by the board of directors of the Mort- gagor and approved by the Trustee (who may be an employee of the Mortgagor) — the bonds cer- tified and delivered on account of the acquisition or construction of such disconnected property shall no longer be included in determining the amount of bonds certified and delivered on account of the acquisition or construction of disconnected prop- erties, but shall be included in the bonds certified and delivered on account of the acquisition or con- struction of properties connected as aforesaid at the date of the execution of this indenture. If at any time and from time to time, by reason either of the connection of disconnected property, as aforesaid, or an increase in the aggregate amount of bonds outstanding under this indenture, there shall be an increase in the amount of bonds which may be certified and delivered within the limitation prescribed by any one of paragraphs (4), (5) or this paragraph (6) of this Section 18 then any bonds which might have been certified and delivered but for such limitation may be certi- fied and delivered subject to such limitation as fixed by such increase. (7) No bonds shall be certified and delivered unless, as shown by a net earnings certificate as defined in paragraph (B) of Section 17 here- of, the net earnings of the Mortgagor for twelve consecutive calendar months within the fourteen calendar months immediately preceding any application for certification and delivery 131 Abticle II. of bonds shall have been not less than twice the annual interest charge stated in said net earnings certificate; and (8) No bonds shall be certified or delivered if No bonds the Mortgagor is at the time, to the knowledge mortgagor of the Trustee, in default under any of the pro- 13 in default - visions of this indenture. But such bonds shall be so certified and delivered offiy t * ns *™™ nta upon receipt by the Trustee of livered to Trustee. (A) A copy of a resolution, certified by the Directors ’ Secretary or an Assistant Secretary of the Mort- requesting gagor, to have been duly adopted by its board ^ d d t s io *°[ of directors, (1) requesting the Trustee to property, certify and deliver bonds, (2) specifying the prin- etc - cipal amount of bonds applied for, the series and denominations thereof desired, and all other par- ticulars in respect thereof required by or provid- ed for in Section 2 hereof, (3) stating the actual cash cost to the Mortgagor of the addi- tional plants, properties, and/or the permanent improvements, extensions or additions referred to in the certificate hereinafter mentioned in para- graph ( B ) of this Section 18, (4) declaring that the aggregate principal amount of bonds at the time outstanding hereunder and the bonds then requested to be certified and delivered does not exceed eighty per cent. (80%) of the fair value to the Mortgagor, in the opinion of its board of directors, of. its property subject to this indenture, and (5) specifying the officer or officers of the Mortgagor to whom or upon whose written order such bonds shall be delivered ; (B) A certificate signed and verified by the Certificate President or a Vice-President of the Mortgagor^ d P e r ,^| dent and by an engineer appointed by the board of di- neer - Article II. 132 rectors of the Mortgagor (who may be an employee of the Mortgagor), and approved by the Trus- tee, made and dated not more than sixty (60) days prior to the application, stating in substance as follows : (a) that the Mortgagor since June 1, 1921, has acquired or constructed additional plants or properties, or made permanent im- provements, extensions or additions to or about its plants or properties, to be described in the certificate with reasonable detail, and that such additional plants, properties, im- provements, extensions or additions are de- sirable in the profitable and proper conduct of the business of the Mortgagor, and are to be used in the business of (1) generating, manu- facturing, distributing or supplying light, heat or power by means of electricity, steam and/or artificial gas, (2) operating street or interurban railways, and/or (3) supplying water for domestic or public use and consump- tion; ( b ) that no part of such plants, properties, permanent improvements, extensions or addi- tions specified in such certificate consists of shares of stock, bonds or other securities, ex- cept the stock, bonds or other securities of a corporation formed to acquire or construct reservoirs for the storage of water, through the operation of which the output of some of the Mortgagor’s plants or properties may be controlled or regulated, as there- in set forth, or of franchises or con- tracts, or has been theretofore made the basis of any issue of bonds under the First Mortgage or this indenture (except as 133 Akticle II. expressly permitted by the provisions of paragraphs (6) and (H) of this Section 18), or of the withdrawal of any money held by the trustee under the First Mortgage or by the Trustee under any of the provisions of this indenture, or the basis of any applica- tion for the release of property under the pro- visions of the First Mortgage or of this inden- ture with respect to the release of property from the lien thereof or hereof ; (c) that the Mortgagor has actually ex- pended for such additional plants, properties, permanent improvements, extensions or addi- tions the amount stated in the resolution of the board of directors accompanying the applica- tion as the actual cash cost thereof to the Mort- gagor; and that in the signer’s opinion the amount so expended for such thereof as are not mentioned in the accompanying certificate (if any) of the independent engineer provided for in paragraph ( G ) of this Section 18 is not in excess of the fair value thereof to the Mortgagor; and in case such actual cash cost of said additional plants, properties, perma- nent improvements, extensions or additions is in excess of the fair value thereof to the Mortgagor, such certificate shall state such fair value to the Mortgagor; ( d ) whether any of such additional plants, properties, permanent improvements, exten- sions and additions consist of street or inter- urban railways or equipment therefor or of permanent improvements, extensions or addi- tions in respect of such railways, and, if so, the actual cash cost thereof to the Mortgagor, and also the fair value to the Mortgagor of Article II. 134 such thereof as are not mentioned in the ac- companying certificate (if any) of the inde- pendent engineer provided for in paragraph ( G ) of this Section 18; and whether any con- sist of plants, properties or systems used in the business of supplying water for domestic or public use and consumption ; and, if so, the actual cash cost thereof to the Mortgagor, and also the fair value to the Mortgagor of such thereof as are not mentioned in the ac- companying certificate (if any) of the inde- pendent engineer provided for in paragraph ( G ) of this Section 18; (e) that all such additional plants, prop- erties, permanent improvements, extensions or additions (or in the case of the acquisi- tion by the Mortgagor of stocks, bonds or other securities of a corporation formed to acquire or construct one or more reservoirs, as in Section 22 hereof, provided, the physical properties represented thereby) are situated in the United States in the territory bounded upon the west by the 105th meridian of longitude and upon the north by the 40th parallel of latitude, and whether the systems, plants and power houses included therein are physically connected by transmis- sion, railway or service lines or otherwise for the purposes of the business of the Mort- gagor with some other plant or property sub- ject to the lien hereof, and the actual cash cost to the Mortgagor of each system, plant or power house not so connected, the location thereof (whether within or without the State of Alabama), and also the fair value to the Mortgagor of such thereof as are not men- tioned in the accompanying certificate (if 135 Article II. any) of the independent engineer, provided for in paragraph ( G ) of this Section 18; (/) whether any portion of such additional plants, properties, permanent improvements, extensions or additions consist of property which has been acquired from a subsidiary company, or consists of a system, plant or power house which has been used or operated in a public utility business by others than the Mortgagor, or which has not been constructed by or for the Mortgagor ; {g) that all sums due on or with respect to such additional plants, properties, permanent improvements, extensions or additions to the date of such certificate have been paid in full and that there are no liens of material- men or contractors upon or against the same, or any part thereof, except liens on property which notwithstanding the existence of such liens has been, under the provisions of Sec- tion 5 of Article II of the First Mortgage, or has been or is by said application, under the provisions of Section 20 hereof, made the basis of the certification and delivery of First Mortgage Bonds or of bonds hereunder, as the case may be; ( h ) whether such additional plants, proper- ties, permanent improvements, extensions or additions include (1) any extensions into other counties, cities, towns and villages of any transmission lines or of distributing or service or supply systems or of any street or interurban railways theretofore subject to the lien of this indenture; or (2) any transmis- sion lines or distributing or service or supply systems or street or interurban railways that are new or additional and not an extension of A RTICI.E II. 136 Net earnings certificate. Engineers ’ condition certificate. any other transmission lines or distributing or service or supply systems or street or in- terurban railways theretofore subject to the lien of this indenture ; ( i ) The aggregate principal amount of First Mortgage Bonds then outstanding (other than those pledged hereunder) ; the aggregate principal amount of bonds theretofore issued and then applied for hereunder; the aggre- gate principal amount of bonds theretofore issued and the amount of bonds then applied for under this Section 18 on account of the ac- quisition or construction of (1) street or interurban railways or equipment therefor or permanent improvements, extensions or ad- ditions in respect of such railways, (2) plants, properties or systems used in the business of supplying water, (3) disconnected properties in the State of Alabama, (4) disconnected properties without the State of Alabama, and (5) any property mentioned in paragraph ( H ) of this Section 18 operated under franchises concerning which no opinion of counsel has been furnished which complies witn specifica- tion (2) of said paragraph (II) ; and (j) that the Mortgagor is not, to the knowl- edge of the signers, in default in the perform- ance or observance of any of the terms or covenants of this indenture ; (C) A net earnings certificate as defined in para- graph (B) of Section 17 hereof; (D) A certificate signed and verified by an inde- pendent engineer or other competent person ap- pointed by the board of directors of the Mortgagor and approved by the Trustee, stating that the ag- 137 Article II. gregate amount expended by the Mortgagor for repairs, renewals, reconstruction and depreciation from the date of the termination of the twelve (12) months’ period covered in the last preceding cer- tificate made under this paragraph ( D ), or in the case of the first certificate from the date of the termination of the twelve (12) months’ period covered in the last preceding certificate made under paragraph ( D ) of Section 3 of Article II of the First Mortgage to the date of the ter- mination of the twelve (12) months’ period for which the net earnings have been com- puted and certified in the net earnings cer- tificate furnished under paragraph ( C ) of this Section 18 on the application for the certifica- tion and delivery of such bonds, are, together with any fund or funds established and existing for these purposes, in the signers’ opinion, suffi- cient, so that at all times the value of the security for the bonds outstanding hereunder and the ef- ficiency of the mortgaged property are fully pre- served and maintained. If such certificate states that the amount so expended by the Mortgagor in any such period is not sufficient, then such cer- tificate shall state the amount of such deficiency, and the Mortgagor shall (subject to the provisions of Section 27 hereof) forthwith deposit with the Trustee, or at its election with the trus- tee under the First Mortgage, if then undischarged, to be held and applied (but without any duty on the part of the Trustee to see to such application) as provided in paragraph ( D ) of Section 3 of Article II thereof, a sum in cash equal to the amount of such deficiency. The moneys so paid to the Trus- tee shall be paid over to the Mortgagor from time to time (1) to reimburse the Mortgagor for amounts subsequently actually expended for re- pairs, renewals, reconstruction, and/or deprecia- Article II. 138 Conveyances and opinion of counsel on title. tion upon receipt by the Trustee of certificates signed and verified by the President or a Vice- President of the Mortgagor and by the engineer of the Mortgagor, stating the amount so expended and the purposes for which such expenditures were made; or (2) to reimburse the Mortgagor for the acquisition or construction of additional plants, properties, permanent improvements, extensions or additions, which could otherwise have been made the basis of the issue of bonds under the pro- visions of this Section 18 and of Sections 21 and 22 hereof, in the same manner and subject to the same restrictions and conditions as are required by Sec- tion 46 hereof, with respect to the withdrawal of moneys paid into the improvement and sinking fund therein provided for. Until so applied, all sums paid to the Trustee hereunder shall be held by it as part of the mortgaged and pledged prop- erty, such interest being allowed thereon as the Trustee shall allow on deposits of a similar character. For the purpose of subsequent certifi- cates, money so deposited with the Trustee shall be deemed to have been “expended” for repairs, renewals, reconstruction, and/or depreciation dur- ing the period within which the deficiency made good by the deposit of such money occurred ; (E) Such instruments of conveyance, assign- ment and transfer as may be necessary, in the opinion of counsel (who may be of counsel to the Mortgagor) selected by the board of directors of the Mortgagor and approved by the Trustee (which opinion shall accompany such instruments), to vest in the Trustee, subject to the lien of the. First Mortgage, if then undischarged, taxes for the then current year, and the liens of any mort- gages, if then undischarged, upon any property which notwithstanding the existence of such mort- Article II. 139 gage has been, under the provisions of Sections 5 or 6 of Article II of the First Mortgage, or has been or is by said application, under the provisions of Sections 20 or 21 hereof, made the basis of the certification and delivery of First Mortgage Bonds or of bonds hereunder, as the case may be, to hold as part of the mortgaged and pledged property hereunder, all the right, title and interest of the Mortgagor in and to the property made the basis of the application, or the opinion of such counsel that no such instru- ments are necessary for such purposes, and also the opinion of such counsel to the effect that the Mort- gagor has title to such property, forming the basis of such application, subject to no lien, charge or incumbrance thereon or affecting the title thereto, prior to this indenture, except the liens above mentioned ; ( F ) The opinion of counsel (who may be of ^ . v v Opinion of counsel to the Mortgagor) selected by the board counsel on of directors of the Mortgagor and approved by authort ty the Trustee, setting forth (a) that the Mortgagor etc. has corporate authority to own and operate the additional plants, properties, permanent improve- ments, extensions or additions in respect of which the application is made; ( b ) that the issue of the bonds, the certification and delivery of which is applied for, has been duly authorized or consented to by any stockholders and governmental authorities whose consent is requisite to the legal issue of such bonds and that no part thereof (or such part thereof as may be stated therein) is required by the provisions of Sections 21 or 23 hereof to be withheld from certification and de- livery; and (c) that in the signer’s opinion the Mortgagor is lawfully permitted to issue the in- Article II. 140 Independent engineer ’s certificate. Opinion of counsel on franchises. stalment of bonds applied for in addition to any and all bonds then outstanding; ( G ) In case it shall appear from the certificate mentioned in paragraph ( B ) of this Section 18, that the certification and delivery of bonds are re- quested on account of the acquisition of any plants, property, permanent improvements, extensions or additions acquired from a subsidiary company, or any system, plant or power house which has been used or operated by others than the Mortgagor in a public utility business or which has not been constructed by or for the Mortgagor, then the Trustee shall also be furnished, before granting such application, with the separate verified cer- tificate of an independent engineer to be appointed by the Trustee and approved by the board of di- rectors of the Mortgagor stating the fair value, in his opinion, of the physical property so ac- quired, together with his report thereon; and ( H ) In case it shall appear from the certificate mentioned in paragraph (I?) of this Section 18 that any application for the certification and delivery of bonds is made on account of the acquisition or construction of (a) any extensions into other coun- ties, cities,- towns or villages of any transmission lines or distributing or service or supply systems or of street or interurban railways theretofore subject to the lien of this indenture, or ( b ) any transmission lines or distributing or service or supply systems, or street or interurban railways which are new and not an extension of any other transmission lines or distributing or service or supply systems, or street or interurban railways theretofore subject to the lien of this indenture, the Trustee shall also be furnished, before certify- ing and delivering such bonds, in addition to the 141 Article II. certificates, resolutions, instruments and opinions above mentioned, with the opinion of counsel (who may be of counsel to the Mortgagor) appointed for the purpose by the Trustee and approved by the board of directors of the Mortgagor, to the effect that (1) the Mortgagor is possessed of a valid franchise to operate such property with respect to which the certification and delivery of bonds are requested or that no franchise is necessary for the operation thereof; (2) that the term of such franchise (in case such franchise is necessary) is unlimited or extends at least to a date not earlier than the maturity of the instalment of bonds then requested to be certified and delivered; and (3) that such franchise (in case such franchise is necessary) is owned by the Mortgagor subject to no mortgage, lien or incumbrance thereon prior to the lien of this indenture except the First Mort- gage, if then undischarged, and except taxes for the then current year and liens on property which notwithstanding the existence of such liens has been, under the provisions of Sections 5 or 6 of Article II of the First Mortgage, or has been or is by said application, under the provisions of Sections 20 or 21 hereof, made the basis of the certification and delivery of First Mortgage Bonds or of bonds hereunder, as the case may be ; provided, however, that if such opinion of counsel does not comply with specification (2) of this Limite(] ex . paragraph (H), the Trustee may nevertheless^?^ (all the other specifications in this paragraph term fran- ( H ) mentioned being complied with) certify and dllses ' deliver the bonds applied for subject to the limi- tation that the aggregate principal amount of bonds certified and delivered under this proviso does not at any time exceed fifteen per cent. (15%) of the sum of the principal amount of First Article II. 142 Mortgage Bonds then outstanding (other than those pledged hereunder) and of the principal amount of all the bonds then outstanding here- under, including those applied for. If at any time and from time to time after bonds have been certified and delivered with respect to any property under this proviso, an opinion of counsel as to the franchise under which such prop- erty is operated shall be furnished to comply with specification (2) of this paragraph (H), the amount of bonds certified and delivered with re- spect to such property shall not thereafter be treated as having been certified and delivered un- der said proviso for the purpose of computing said fifteen per cent. (15%). If at any time and from time to time the aggre- gate principal amount of bonds certified and deliv- ered under the foregoing proviso of this indenture shall have become less than fifteen per cent. (15%) of the sum of the principal amount of First Mort- gage Bonds then outstanding (other than those pledged hereunder) and of the principal amount of all the bonds then outstanding hereunder by reason of increase in the total amount of bonds outstanding hereunder, or by reason of the fact that any bonds previously counted as having been certified and delivered under said proviso are no longer so to be counted pursuant to the provisions of this indenture as having been so certified and delivered, any bonds the certification and delivery of which have theretofore been prevented by the operation of the limitation contained in this para- graph (II) may thereupon be certified and deliv- ered up to such limit of fifteen per cent. (15%). Section 19. The Trustee shall, from time to time, upon the order or orders of the Mortgagor evidenced by a 143 Article II. copy of a resolution, certified by its Secretary or an of Assistant Secretary, to have been duly adopted by the against cash, board of directors of the Mortgagor (1) requesting the Trustee to certify and deliver bonds, (2) specifying the principal amount of bonds, the series and denomina- tions thereof desired, and all other particulars in re- spect thereof required by or provided for in Section 2 hereof, (3) declaring that the aggregate principal amount of bonds at the time outstanding hereunder, and the bonds then requested to be certified and delivered does not exceed eighty per cent. (80%) of the fair value to the Mortgagor, in the opinion of its board of directors, of the property subject to this indenture, and (4) naming the officer or officers of the Mortgagor to whom or upon whose order such bonds shall be delivered, certify and deliver any of the bonds subject to the provisions of Section 18 hereof (notwithstanding the restriction in said Section 18 that bonds may be certified and delivered only after the maturity of the First Mortgage Bonds, or after all First Mortgage Bonds except those re- . served to refund underlying bonds shall have been certified and delivered) upon deposit with the Trustee by the Mortgagor of cash equal to the amount of principal of the bonds so requested to be certified and delivered; provided, however, that as shown by a net earnings certificate as defined in paragraph ( B ) of Section 17 hereof, the net earnings of the Mortgagor for twelve consecutive calendar months within the fourteen calen- dar months immediately preceding any application for certification and delivery of bonds, shall have been not less than twice the annual interest charge stated in said net earnings certificate; provided further that the aggregate amount of such cash on deposit wjith the Trustee under this provision shall not at any one time ^'amount exceed the sum of two million dollars ($2,000,000) un- of bonds . issuable less the sum of the principal amount of the First Mort-against cash, gage Bonds then outstanding (other than those Article II. 144 Deposit of easli to cover liens'. pledged hereunder) and of the principal amount of bonds then outstanding under this indenture, including those referred to in any order of the Mort- gagor under this Section 19, exceeds twenty million dol- lars ($20,000,000) in principal amount, in which case cash may be deposited with the Trustee under this section to an amount equal to ten per cent. 010%) of the aggre- gate principal amount of such outstanding bonds. Such cash so deposited shall be held by the Trustee as a part of the mortgaged and pledged property, but whenever the Mortgagor shall become entitled fo the delivery of bonds under any of the provisions of this Article II, the Trustee shall pay over to the Mortgagor, or upon its order, evidenced as aforesaid, in lieu of each bond to the delivery of which the Mortgagor may then be so entitled, a sum in cash equal to the principal amount of one such bond. Until withdrawn, such cash shall draw interest at the current rate paid by the Trustee upon similar funds held by it on deposit, such interest to be paid by the Trustee to the Mortgagor, or upon its order, evi- denced as aforesaid. Section 20. In case it shall appear by any certificate or opinion of counsel filed with the Trustee prior to, or concurrently with, an application for the certification and delivery of an instalment of bonds under any provision of this Article II, or for the withdrawal of any moneys deposited under the provisions of paragraph ( D ) of Sec- tion 18 or of Sections 19 or 41 hereof, or of any moneys in the improvement and sinking fund provided for in Ar- ticle V of this indenture, or of any insurance moneys re- ceived by the Trustee pursuant to the provisions of Sec- tion 36 hereof, that with respect to the plants, properties, permanent improvements, extensions or additions, or any part thereof, mentioned therein, there exists any mort- gage, lien or incumbrance of any character whatsoever, which is or may become prior to the lien of this indenture 145 Article II. (except the First Mortgage, if then undischarged, taxes for the then current year and liens on property which notwithstanding the existence of such liens has been, un- der the provisions of Sections 5 or 6 of Article II of the First Mortgage, or has been or is by said application, under the provisions of this Section 20 or of Section 21 hereof, made the basis of the certification and de- livery of First Mortgage Bonds, or of bonds hereunder, as the case may be), securing an indebtedness which can- not then satisfactorily be paid or discharged, or the validity of which is disputed by the Mortgagor, the Trustee shall certify and deliver the instalment of bonds, the certification and delivery of which are so requested, or shall pay to the Mortgagor the money so requested, as the case may be, notwithstanding the existence of such mortgage, lien or incumbrance, pro- vided that all the other requirements with respect to the certification and delivery of such instalment of bonds or the payment of such money have been com- plied with by the Mortgagor; and provided further that the Mortgagor shall deposit with the Trustee an amount in cash which shall equal the face value of the indebtedness secured by said mortgage, lien or incum- brance, and such additional amount as the Trustee may from time to time deem requisite to cover interest and the costs and expenses of any litigation with respect thereto. The total amount of money deposited with and held by the Trustee under the provisions of this Section 20 to secure the payment of any such liens or incumbrances shall not at any time, however, exceed five hundred thousand dollars ($500,000). The moneys so deposited with the Trustee with the interest thereon shall be ap- plied to the payment of such mortgage, lien or incum- brance if found valid, and such interest, costs and ex- penses, and on the cancellation of said mortgage, lien or incumbrance, the moneys so deposited with the interest thereon, or, on the satisfaction thereof from such moneys, Article II. 146 any balance that may remain therefrom, shall be repaid by the Trustee to the Mortgagor upon production to the Trustee of such evidence in the premises as the Trustee may deem satisfactory. issue of Section 21. In case it shall appear from the certificate against 1 ‘ ( 1 1 tee shall be deemed to be subsisting obligations and Trustee, etc. shall be held by the Trustee as part of the pledged securities, until all other outstanding First Mortgage Bonds or all of the bonds secured by any such di- visional mortgage, as the case may be, shall have been deposited with the Trustee or provision shall have been made for the payment thereof satisfactory to the Trus- tee (which may be the certificate of the trustee under the First Mortgage or the mortgagee or trustee under any divisional mortgage that funds for such payment are in its possession, or, in the case of bonds secured by any divisional mortgage, that the same have been ae- Article II. 152 quired by operation of any sinking or similar fund provided for by such mortgage and have been cancelled or are held by the mortgagee or trustee thereunder in accordance with the requirements thereof and cannot be re-issued), or until the First Mortgage or any such di- visional mortgage has been discharged and evidence thereof satisfactory to the Trustee has been delivered to it, whereupon the Trustee shall cancel all First Mortgage Bonds or bonds secured by any such divisional mortgage then held by it, including, in the case of the First Mortgage Bonds, the First Mortgage Bonds pledged hereunder, and surrender the same to the trus- tee under the First Mortgage, or to the mortgagee or trustee under such divisional mortgage, as the case may be, to the end that the First Mortgage or such divi- sional mortgage may be discharged and satisfied of record; provided, however, that no divisional mortgage shall be discharged at any time if there shall be then out- standing any other bonds secured by a mortgage upon the same property, junior to the lien of such divisional mortgage and prior to the lien of this indenture, when Trus- Until, in the opinion of counsel (who may be of counsel to 6 withhold^ f or ^ ie Mortgagor) selected by the board of directors of bonds. the Mortgagor and approved by the Trustee, the con- sent of the stockholders of the Mortgagor is not required by law to the increase of the bonded indebtedness of the Mortgagor, or until any consent so given does not, in the opinion of such counsel, operate to limit the aggre- gate principal amount of bonds which may be issed here- under, the Trustee shall reserve and withhold from certi- fication and delivery, in addition to the bonds from time to time reserved and withheld as provided in Section 21 hereof, a principal amount of bonds authorized to be issued hereunder equal to the then outstanding prin- cipal amount of First Mortgage Bonds (other than those pledged hereunder at the time of the execution hereof), and the Trustee shall certify and deliver the bonds so 153 Article II. reserved and withheld as herein and in said Section 21 provided. Upon the discharge of the First Mortgage or of any such divisional mortgage, and the receipt of evidence thereof satisfactory to the Trustee, the Trustee shall certify and deliver any bonds then reserved and withheld from certification and delivery with respect to the bonds secured by the mortgage so discharged, sub- ject, however, to the provisions of sub-paragraphs (a), ( b ) and (c) of this Section 23. If and when, in the opin- when ^Trus- ion of such counsel, no consent of the stockholders of qu ired to the Mortgagor is required by law to the increase of the^^ 01 ' 1 bonded indebtedness of the Mortgagor, or any consent so given does not operate to limit the aggregate prin- cipal amount of bonds which may be issued hereunder, the Trustee may thereafter certify and deliver the bonds theretofore reserved and withheld in the same manner and subject to the terms and conditions of Sections 17, 18, 19, 21 and 22 hereof. Section 24. Whenever, from time to time, the Mort- issue of gagor shall surrender to 'the Trustee, cancelled or for gainst cancellation, bonds theretofore certified and delivered b 011 ^ 8ur - 7 rendered for hereunder which have been retained or acquired by the cancellation. Mortgagor otherwise than by the withdrawal of cash from the Trustee under any provision of this indenture except the provisions of Article VI, the Trustee shall certify and deliver additional bonds of one or more other series equal in principal amount to the principal amount of the bonds so surrendered, upon the order or orders of the Mortgagor evidenced by a copy of a resolution certified by its Secretary, or Assistant Secretary, to have been duly adopted by the board of directors of the Mort- gagor, (1) requesting the Trustee to certify and deliver bonds, (2) specifying the principal amount of bonds, the series and denominations thereof desired, and all other particulars in respect thereto required by or pro- vided for in Section 2 hereof, (3) declaring that the ag- Article II. 154 gregate principal amount of bonds at the time outstand- ing hereunder, and the bonds then requested to be certi- fied and delivered does not exceed eighty per cent. (80%) of the fair value to the Mortgagor, in the opinion of its board of directors, of the property subject to this inden- ture, and (4) naming the officer or officers of the Mort- gagor to whom or upon whose order such bonds shall be certified. No bonds to Action 25. The Mortgagor covenants that no bonds repairs , 1 etc. shall be issued under this indenture for the purpose of providing funds for the Mortgagor to keep or maintain the mortgaged property in good and businesslike working order and condition, or merely to replace old, inadequate or wornout property; provided, how- ever, that whenever old, inadequate or wornout prop- erty is replaced by property costing more than such old, inadequate or wornout property would cost if new at the time of such replacement, then such excess of cost of such property acquired to replace the old, inade- quate or wornout property, and such excess only, shall be deemed permanent improvements, extensions or ad- ditions for which bonds may be certified and delivered under Sections 18, 19, 21 and 22 hereof; and provided further, that permanent improvements, extensions or Ronds may additions in process of construction or erection, so far as be issued 1 # 7 against per- actually constructed or erected and paid for and placed pmvemenSj under the lien of this indenture, shall be deemed perma- ete., in pro- ner q improvements, extensions or additions within the cess of coii“ A 7 struetion. meaning of this Article II. No limita- Section 26. Nothing in this indenture contained shall ^\2r ° limit the power of the board of directors of the Mort- gagor to fix the price at which the bonds certified and delivered hereunder may be used or sold, but any or all of said bonds may be sold and disposed of upon such terms and for such considerations as to the board of di- 155 Article II. rectors of the Mortgagor may seem fit, subject to any provisions of law in respect thereof. Section 27. If within seven days after any application Dissent of for the certification and delivery of bonds under the pro- ^ondhoi.ieis visions of Sections 18, 21 or 22 hereof, or for thefrom engi- withdrawal of moneys deposited under the provisions "i^n certi^** of Section 19 hereof with the Trustee, or the filing ficate - of a certificate pursuant to the provisions of Sec- tion 41 hereof, the Trustee or the holders of fifteen per cent. (15%) in principal amount of the bonds then outstanding hereunder, or the Mortgagor, by writ- ten notice filed with the Trustee, shall dissent from the conclusions set forth in the certificate required to be fur- nished under paragraph ( D ) of said Section 18 or said Section 41, setting forth in such dissent the amount which in its or their opinion, as the case may be, should have been expended by the Mortgagor for the purposes and during the period stated in paragraph ( D ) of said Section 18, the question as to the amount which should have been so expended shall be submitted to the arbitration of Arbitration, three disinterested and competent persons selected in the following manner: The dissenting party or parties at the time of filing said written notice of dissent, or within ten days thereafter, shall name its or their repre- sentative upon the board of arbitration, and notify the other party (that is to say the Mortgagor or the Trus- tee, as the case may be). Within ten days after filing said notice of dissent the other party shall name its repre- sentative and give notice of such selection, failure to do which shall entitle the dissenting party to name such second arbitrator. The two thus selected shall within ten days after the appointment of the one last named select a third arbitrator, but if the two said arbitrators are unable within said ten days to agree upon such third arbitrator, then upon the application of either party, the person who is the District Judge of the United States Article II. 156 for the Southern District of New York senior in service shah have the power to appoint such third arbitrator, five days’ notice of the application to said District Judge be- ing given by the party applying, to the other party. Be- fore making a final appointment pursuant to any such application the person making such appointment shall give three days’ notice to each party of the person or persons considered by him, and either party may within said three days present objection to any person or per- sons under consideration. When such third arbitrator shall have been appointed a majority of the board of arbitration shall have power to decide the questions sub- mitted to it, and in so doing may consider any facts what- soever deemed by them to be pertinent. The decision of a majority of the board of arbitration shall be final. Any vacancy in the board of arbitration shall be filled in the manner of the original appointment of the arbitrator whose place shall have become vacant. Whenever the appointment of a board of arbitration has been made as hereinbefore provided, the questions submitted for de- cision shall be decided within thirty days from the date of the appointment of the third arbitrator unless the board of arbitration unanimously agrees to an extension, and should said questions not be determined within said thirty days, and no such extensions of time be made, then either party may apply to the person who is senior Judge of the District Court aforesaid for the removal of the third arbitrator, and the appointment of a third arbitra- tor in the place of the one removed, and such third arbi- trator shall be appointed as hereinbefore provided for the original appointment of such third arbitrator. In the event of the disqualification or refusal to act of the person who is Judge of the District Court of the United States for the Southern District of New York senior in service, as hereinbefore provided, any person who is Judge of the District Court of the United States for said District shall on request as hereinbefore provided have 157 Article II. power to appoint or remove and appoint such third arbi- trator as is hereinbefore provided. After the filing of any such notice of dissent the Mort- Bonds certi- gagor may deposit with the Trustee, or at its election !!ep 0 sit°of with the trustee under the First Mortgage, if then un- deficiency • • • in. cash discharged, to be held and applied (but without any duty on the part of the Trustee to see to such application) as provided in paragraph D of Section 3 of Article II thereof (if such notice is filed by the Mortgagor) the amount of the de- ficiency named by the independent engineer as provided in paragraph ( D ) of Section 18 hereof, but (if any such notice is filed by the Trustee or by the holders of fifteen per cent. (15%) in principal amount of the bonds outstanding), then the Mortgagor may deposit the difference between the amount expended by the Mort- gagor as shown by the certificate of said independent en- gineer and the amount named in the notice of dissent which, in the opinion of the Trustee or of said bond- holders, as the case may be, should have been expended by the Mortgagor, and the instalment of bonds applied for shall be certified and delivered notwithstanding the filing of such notice; but unless such deposit is made with the Trustee, or with the trustee under the First Mortgage, or unless such arbitration shall be aban- doned by mutual agreement of the Mortgagor and the Trustee and/or the dissenting bondholders, as the case may be, no bonds shall be certified and delivered by the Trustee until the conclusion of such arbitration. All moneys so deposited with the Trustee shall be held by it as part of the mortgaged and pledged property until the conclusion of such arbitration and thereupon such part thereof as may be required to comply with the de- termination of the board of arbitration shall be disposed of by the Trustee as provided in paragraph ( D ) of Sec- tion 18 hereof, and the balance thereof, if any, shall be paid to or upon the order of the Mortgagor. All Articles II and III. 158 of the expenses of such arbitration shall be paid by the Mortgagor. Certain Section 28. If the Mortgagor shall acquire a water rights not top 0wer site or sites or plant or plants on the Tallapoosa be deemed * . A . liens, etc. River, subject to rights m others to take or receive a part (but not all) of the power ultimately to be developed at such site or sites or plant or plants or shall grant such rights as are provided for in paragraph (6) of Section 54 hereof, or if the Mortgagor shall acquire property sub- ject to rights vested in the United States pursuant to any law, franchise or permit under which the Mortgagor is authorized to occupy or interfere with navigable waters, or shall grant such rights as are provided for in para- graph (5) of said Section 54, or if the Mortgagor shall have or acquire any property maintained or oper- ated under or in connection with any license or fran- chise which reserves or vests in any public authority the right to purchase such property, such rights shall not for any of the purposes of this indenture be deemed liens, charges or incumbrances prior to the lien of this indenture. ARTICLE III. Development of Water Power Sites. Conditions Whereas it is contemplated that from time to time mcnt eVel ° P water power plants and properties will be constructed on one or more sites now or hereafter owned by the Mort- gagor or its subsidiary companies on the Coosa River, Tallapoosa River, Tennessee River, Little River, Town Creek and SaUty Creek or other rivers, and their tribu- taries, and in connection with such construction the Mort- gagor and its subsidiary companies may from time to time desire to borrow sums of money; Now, therefore, with respect to the construction of all such water power plants and properties which the Mort- gagor or a subsidiary company may hereafter construct, it is agreed as follows: 159 Article III. Section 29. The Mortgagor or a subsidiary company, Construction as the case may be, owning any of the water power sites bonds ’ above mentioned, for the purpose of construction (in- cluding the acquisition of additional property necessary or desirable, in the opinion of the board of directors of the Mortgagor, for the proper construction or develop- ment of plants and properties upon any such sites), may from time to time issue bonds (hereinafter sometimes called construction bonds), bearing interest at a rate not exceeding seven per cent. (7%) per annum and for an amount of principal such that the Mortgagor or the sub- sidiary company, as the case may be, will not be required to pay on account of the principal and interest of such bonds at their maturity more than the actual cash cost to the Mortgagor or to such subsidiary company, as the case may be, of the completed hydro-electric plant and properties to be constructed (including all prop- erty comprised therein, but excluding the transmission or distributing lines or sub-stations appertaining there- to) plus seven per cent. (7%) per annum on such cash cost from the date of such bonds until their maturity; said construction bonds to mature at not exceeding five (5) years from the date thereof, and to be secured by a mortgage on such plant and properties ; provided that the Mortgagor may renew or extend any such construc- tion bonds issued by it for a further period not to ex- ceed five (5) years from the date of their maturity or for the purpose of paying or discharging such construc- tion bonds or any of them it may issue new bonds se- cured by a mortgage on such plant and properties for an aggregate principal amount not exceeding the principal amount of such construction bonds to be paid or dis- charged, bearing a rate of interest not exceeding that borne by, and maturing not later than five (5) years after the date of the maturity of, such construction bonds. The lien of this indenture, if a lien on such plant and o f ia- properties, shall be, without any consent in such respect ordinated. Article III. 160 Limitations by the Trustee, ipso facto displaced as a prior mortgage of° n construc- thereon and made subordinate and junior to the lien of tion bonds. any suc h mortgage. The issue of such construction bonds is subject to the following limitations : Aggregate amount of construction bonds. Number of plants against which con- struction bonds may be issued at any one time. Lease of subsidiary company ’s plant. (a) The aggregate principal amount of con- struction bonds of the Mortgagor and of its sub- sidiary companies outstanding at any one time shall not exceed ten million dollars ($10,000,000) ; ( b ) Not exceeding two of any such water power plants and properties while in process of con struction shall be subject at any one time to the lien of any mortgage or mortgages securing con- struction bonds or bonds issued to pay or dis- charge such construction bonds ; and ( c ) in the case of construction by any subsidiary company the Mortgagor will, prior to the issue of any construction bonds by such subsidiary com- pany, cause it to enter into a lease with the Mort- gagor of all the water power plant and properties covered by the mortgage secur- ing such construction bonds, to the end that the entire output and capacity of such water power plant and properties may be utilized by the Mortgagor for a term commencing on the date that such plant and properties shall have been placed in actual commercial operation and expir- ing not earlier that the date of the maturity of the construction bonds to be issued, at an annual rental not exceeding seven per cent. (7%) per annum on the principal amount of the construc- tion bonds to be issued. Said lease and each mortgage securing such construction bonds or bonds issued to pay or discharge such con- struction bonds shall provide in terms that such mortgage is and shall be in all respects 161 Article III. subordinate and junior to the rights of the Mortgagor under said lease, and the mort- gage securing such construction bonds shall also provide in substance that if at the expiration of the term of said lease said mortgage shall not have been discharged, or if a new mortgage shall be made to secure bonds issued for the purpose of paying or discharging such construction bonds, then the term of said lease may, at the option of the Mortgagor, be renewed or extended for a term not exceeding five (5) years, at an annual rental not exceeding eight per cent. ( 8 %) of the aggre- gate amount of such construction bonds paid or discharged, or (if renewed or extended) outstand- ing at the time of such renewal or extension and thereafter to be issued. To the end that all the water power plants and prop- Plants con- erties so constructed by subsidiary companies shall be®^ 8 j^ by included in the mortgaged property the Mortgagor cov- companies enants, that from time to time whenever it shall be practic-j e cte (5) years from the date of the maturity thereof, or for the purpose of paying or discharging such construction bonds or any of them the Mortgagor may cause such sub- sidiary company to issue new bonds secured by a mort- Article III. 162 Lease to be extended. Lease pledged. gage on such plant and properties for an aggregate prin- cipal amount notj exceeding the principal amount of such construction bonds to be paid or discharged, bearing a rate of interest not exceeding that borne by, and ma- turing not later than five (5) years after the date of the maturity of, such construction bonds ; provided that in any such case the aforesaid lease to the Mortgagor covering said plant and properties shall be renewed or extended for a term expiring not earlier than the date of the maturity of such construction bonds as extended or renewed, or of such new bonds, at an annual rental not exceeding eight per cent. (8%) of the aggregate amount of such construction bonds paid or discharged, or (if re- newed or extended) outstanding at the time of such re- newal or extension and thereafter to be issued under the mortgage securing the same. Every such lease made by a subsidiary company to the Mortgagor shall by the latter forthwith be assigned and delivered, subject to the provisions of the First Mort- gage, if then undischarged, to the Trustee and pledged hereunder as part of the mortgaged and pledged property. The Trustee is hereby authorized to accept any such lease and shall surrender the same upon the request of the Mortgagor upon the termination thereof whether by expiration of the original term or the renewed or extended term, or prior to such termination upon the production to the Trustee of a satisfaction piece of the mortgage securing such construction or new bonds or other evi- dence satisfactory to the Trustee as to the discharge of such mortgage. v>€ 6 convejf'd Section 30. The Mortgagor may from time to time con- to subsidiary V ey and transfer to a subsidiary company one or more companies. ^ undeveloped and unimproved water power sites (including any property now or hereafter owned by it, necessary or desirable, in the opinion of the board of directors of the Mortgagor, for the proper construction 163 Article III. or development of plants and properties upon any such sites) free and clear from the lien hereof and for such consideration as it may see fit without any con- sent of or accountability to the Trustee in such respect, in which event the subsidiary company acquiring such site or sites may cause the water power plant and prop- erties in respect thereof to be constructed by means of construction bonds as above provided in Section 29 hereof upon the terms therein stated with respect to construction by a subsidiary company. Section 31. The Mortgagor or a subsidiary company sites on owning any water power site or sites upon the Tennessee River may convey all or any part thereof (including any be conveyed property now or hereafter owned by it, necessary or de- er nment . 1 sirable, in the opinion of the board of directors of the Mortgagor, for the proper construction or development of plants and properties upon any such sites) to the United States Government, or to a third person if re- quired by such Government, free and clear from the lien of this indenture, if a lien thereon, and for such consid- eration as it may see fit and without the consent of or accountability to the Trustee in such respect; provided that whether or not all or any part of such site or sites is so conveyed the Mortgagor or such subsidiary com- pany may for the purpose of constructing or develop- ing plants or properties thereon or in connection therewith, free from the lien of, and irrespective of the restrictions contained in, this indenture, issue such bonds or other securities to such amounts, on such terms, and secured by such mortgages or other liens thereon as in its discretion it may see fit; provided, Procedure • • • in case of further, that in event of the subsequent acquisition by the subsequent Mortgagor of all or any part of the water power plants ac q uisltl0n - and properties constructed in respect of such site or sites, in such manner that under the provisions of Sec- tion 3 of Article II of the First Mortgage or, if then dis- Article III. 164 charged, under the provisions of Section 18 hereof, bonds may, in the opinion of counsel (who may be of counsel to the Mortgagor) selected by the board of directors of the Mortgagor and approved by the Trustee, be certified and delivered on account of such acquisition, the Mortgagor covenants that whenever practicable, in the opinion of its board of directors, it will cause the same to be subjected to the lien of this in- denture, subject only to the lien of the First Mortgage, if then undischarged (and to liens of the character men- tioned in Section 5 of Article II of the First Mortgage, and in Section 20 hereof), or in event of like acquisition by a subsidiary company of any such plants and proper- ties or part thereof, the Mortgagor covenants that when- ever practicable, in the opinion of its board of directors, it will acquire the same from such subsidiary company in such manner that the same shall be subjected to the lien of this indenture subject only to the liens above men- tioned; and provided further, that in event of such ac- quisition by a corporation a majority of whose stock is owned by the Mortgagor, the Mortgagor will, subject to the provisions of the First Mortgage, cause all of the shares of stock of such corporation owned by it, other than directors’ qualifying shares, to be deposited and pledged when bonds with the Trustee as part of the mortgaged and pledged issued be property. It is agreed, however, that if the Mortgagor against or such subsidiary company or other corporation a ma- piants ae Wer joritv of whose stock is owned by the Mortgagor shall ^ ^ om subsequently acquire from the United States Govern- ment or such third person such water power plant or properties or any part thereof or interest therein in such manner that under the provisions of said Section 3 of Article II of the First Mortgage or, if then discharged, under the provisions of Section 18 hereof, bonds may not, in the opinion of counsel (who may be of counsel to the Mortgagor) selected by the board of directors of the Mortgagor and approved by the 165 Articles III and IV. Trustee, be certified and delivered on account of the acquisition of the plant, properties, part or interest so acquired, then the Mortgagor or such subsidiary com- pany or other corporation may mortgage or otherwise deal with the site, plant, properties, part or interest so acquired free from the lien of, and irrespective of the restrictions contained in, this indenture. Copies of all the opinions provided for in this Section 31 shall be filed with the Trustee simultaneously with or prior to any action taken in respect thereof. ARTICLE IV. Particular Covenants of Mortgagor. The Mortgagor hereby covenants as follows: Section 32. That it is lawfully seized and possessed of Seizin and all the aforesaid mortgaged and pledged property, and ,ltle ‘ that it has good right and lawful authority to mortgage and pledge the same, as provided in and by this inden- ture. Section 33. That it will pay the principal of and inter- To pay prin- est on all the bonds outstanding hereunder, according to forest the terms thereof. As the coupons annexed to said bonds are paid they shall be cancelled. Coupons shall not be kept alive after maturity by extension thereof nor by the purchase thereof, by or on behalf of the Mortgagor. No coupon belonging to any bond outstanding hereunder transferred which in any way at or after maturity shall have been®^®**^®' 1 transferred or pledged, separate or apart from the bond after matur- to which it relates, or which shall in any manner have o^iinated. been so kept alive after maturity, shall be entitled, in case of a default hereunder, to any benefit of or from this in- denture, except after the prior payment in full of the principal of the bonds outstanding hereunder, and of all coupons and interest obligations not so transferred, pledged, kept alive or extended. Article IV. 166 To keep an Section 34. That it will keep an office or agency in agency in the Borough of Manhattan in the City of New York, York ° f Ncw and at such other place or places, if any, as shall be designated in any bonds as the place of the payment thereof, where notices, presentations and demands to or upon the Mortgagor in respect of said bonds or their coupons or this indenture may be given or made, and for the payment of the principal thereof and interest thereon, and will keep at said offices or agencies books for the registration and transfer of bonds issued here- under, which books, at all reasonable times, shall be open for inspection by the Trustee. The Mortgagor will from time to time give the Trustee written notice of the loca- tion of such offices or agencies, and in case the Mortgagor shall fail to maintain such offices or agencies or to give the Trustee written notice of the location thereof, any such notice, presentation or demand in respect of said bonds or coupons or this indenture may be given or made, un- less other provision is expressly made herein, to or upon the Trustee at its said office in the City of New York, and the Mortgagor hereby authorizes such presentation and demand to be made to and such notice to be served on the Trustee in such event. To^pay taxes Section 35. That it will pay all taxes and assessments charge liens. lawfully levied or assessed upon the mortgaged and pledged property, or upon any part thereof or upon any income therefrom, or upon the interest of the Trus- tee in the mortgaged and pledged property when the same shall become due, and will duly observe and con- form to all valid requirements of any governmental au- thority relative to any of the mortgaged and pledged property, and all covenants, terms and conditions upon or under which any of the mortgaged and pledged prop- erty is held ; that it will not suffer any lien to be hereafter created upon any part of the mortgaged property, here- after acquired and made the basis of the certification and 167 Article IV. delivery of bonds hereunder, or the income therefrom, prior to the lien of these presents, except the First Mort- gage and as herein expressly provided, and with- in three months after the accruing of any law- ful claims or demands for labor, material, sup- plies or other objects, which if unpaid might by law be given precedence over this indenture as a lien or charge upon the mortgaged property or the income thereof, it will pay or cause to be discharged or make adequate provision to satisfy or discharge the same ; provided, however, that nothing in this Section 35 con- tained shall require the Mortgagor to observe or con- form to any requirement of governmental authority or to acquire, or cause to be paid or discharged, or make provision for, any such prior lien or charge, so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings, and provided that such security for the payment of such prior lien or charge shall be given as the Trustee may require; and that, save as aforesaid, it will not suffer any matter or thing whereby the lien hereof might or could be im- paired. Section 36. That it will keep all the mortgaged prop- To keep erty which is not fireproof and is of a character usually F g ° u p r g r d t ; v insured by companies similarly situated, insured against loss or damage by fire, to a reasonable amount, by repu- table insurance companies, any loss to the extent of ten thousand dollars ($10,000) or more to be made payable to the Trustee as its interest may appear, and if so re- quested in writing by the Trustee, it will, subject to the provisions of any prior mortgage, cause policies for such insurance to be delivered to the Trustee. All moneys received by the Trustee as proceeds of any Disposition insurance against loss or damage by fire shall be held by of insurance the Trustee and shall, subject to the provisions of any" 1 "'"'" prior mortgage, be turned over by it to the Mortgagor Article IV. 168 at any time within eighteen months thereafter either (1) to reimburse the Mortgagor for an equal amount spent in rebuilding or renewal of the prop- erty destroyed or damaged, upon receipt by the Trustee of certificates signed and verified by the President or a Vice-President and by an engineer of the Mortgagor stating the amount so expended; or (2) to reimburse the Mortgagor for the acquisition or construction of addi- tional plants or properties or for permanent improve- ments, extensions or additions to or about its plants or properties of the character which could be made the basis of the issue of bonds under Sections 18, 21 or 22, in the same manner and subject to the same restrictions and conditions as are required by Section 46 hereof with respect to moneys paid into the improvement and sink- ing fund therein provided for. Any such money not so applied within eighteen months after its receipt by the Trustee, or in respect of which notice in writing of intention to apply the same to the work of rebuilding or renewal then in progress and un- completed shall not have been given to the Trustee by the Mortgagor within such eighteen months, or which the Mortgagor shall at any time notify the Trustee is not to be so applied, shall, subject to the provisions of any prior mortgage, be added to and become a part of the im- provement and sinking fund hereinafter provided for. The payment shall be in addition to and not in sub- stitution of any other payments required by any other provisions of this indenture to be made into the improve- ment and sinking fund; and such moneys, when added to the improvement and sinking fund, must be used for the purchase and retirement of bonds in the manner pro- vided in Section 47 hereof, and may not be used to re- imburse the Mortgagor for expenditures under the provi- sions of Section 46 hereof. Section 37. That it will at all times maintain, pre- 169 Article IV. serve and keep the mortgaged property and every part p° op k Jj®P in thereof with the appurtenances and every part and parcel repair, thereof, in thorough repair, working order and condi-™^®^ 6 ' tion, and from time to time make all needful and proper provide for repairs and renewals, so that at all times the value of tion, main- the security for the bonds issued hereunder and the ^i^s^etc efficiency of the plants and properties of the Mort- gagor shall be fully preserved and maintained; that the amounts appropriated and/or expended by it for repairs, renewals, reconstruction and/or depreciation shall not be less than the amounts required by any governmental authority, having jurisdiction in the premises, to be so set apart or expended; that it will at all times maintain its corporate existence and right to carry on business, and duly procure all renewals and extensions thereof, and, subject to the provisions hereof, will dili- gently preserve all the rights, powers, privileges, fran- chises and good will owned by it; and that it will not go into voluntary bankruptcy or insolvency, or apply for the appointment of a receiver of itself or of any of its subsid- iary companies or of its or their property, or suffer any order for the appointment of a receiver of itself or of any such subsidiary companies or of its or their property to be made and remain unvacated for a period of ninety (90) days. Section 38. That if it shall fail to perform any of the Authority covenants contained in Sections 35, 36 or 37 hereof,^ mak^ad- the Trustee may make advances to perform the same vances - in its behalf, but shall be under no obligation so to do ; and all sums so advanced shall be at once repayable by the Mortgagor, and shall bear interest at six per cent. (6%) per annum until paid, and shall be secured hereby, having the benefit of the lien hereby created in priority to the indebtedness evidenced by said bonds and cou- pons ; but no such advance shall be deemed to relieve the Mortgagor from any default hereunder. Article IV. 170 To record and file mortgage. To execute instrument of further assurance. To furnish statements, permit in- spection, etc. Section 39. That it will cause this indenture and all indentures and instruments supplemental hereto to be kept recorded and filed as mortgages, both of real estate and of personal property, in such manner and in such places as may be required by law in order fully to pre- serve and protect the security of the bondholders and all rights of the Trustee. Section 40. That it will execute and deliver such fur- ther instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of this indenture, and to make subject to the lien hereof any property hereafter acquired, and to trans- fer to any new trustee or trustees the estate, powers, in- struments or funds held in trust hereunder. Section 41. That it will at any and all times, upon the written request of the Trustee, furnish it with a schedule showing, with reasonable detail, the items of property covered by the lien hereof, or intended so to be, and that it will, upon like request, furnish to the Trustee a state- ment, in writing, showing accurately the financial condi- tion of the Mortgagor and of its subsidiary companies, in- cluding in such statement an account in full detail of the property, assets and liabilities of the Mortgagor and of its subsidiary companies, and an exhibit of the earnings and operating expenses given month by month for and during a period of at least a year prior to the time of such request. The Mortgagor will also at any and all times, until all the bonds issued hereunder shall have been fully paid, permit the Trustee, by its duly author- ized agents, fully to inspect all the books of account of the Mortgagor and its subsidiary companies, together with all its reports, memoranda or other papers bear- ing upon the schedules, statements and/or exhibits so required, and to take such extracts therefrom as may be desired. But the Trustee shall be under no obligation to require any such schedule, statement or exhibit or to 171 Article IV. make any such inspection unless requested to do so in writing by the holders of fifteen per cent. (15%) in prin- cipal amount of the outstanding bonds. That if any period of two years shall elapse duringTo furnish which the Mortgagor shall not have applied for the™f^ e 0 r n s certification and delivery of bonds or the with- certifieate - drawal of money under any of the provisions here- of (other than the certification and delivery of bonds as provided in Sections 23 and 24 hereof) it will within twenty (20) days thereafter (1) furnish to the Trustee evidence satisfactory to it of the delivery to the Trustee under the First Mortgage within said period of two years of a certificate of the character and having the contents described in paragraph ( D ) of Section 3 of Article II thereof and of making the deposit, if any, required by said paragraph, or (2) deliver to the Trustee a certi- ficate of the character and having the contents described in paragraph ( D ) of Section 18 hereof covering the period beginning as provided in said paragraph (D) and ending at the expiration of said two years, and de- posit as required in and subject to all the provisions of said paragraph ( D ) the amount, if any, determined by the certificate so filed, subject, however, to the provisions of Section 27 hereof. Section 42. That it will not issue, or permit to be is- Not to issue j j i j ii bonds under sued, any bonds hereunder in any manner other than indenture in accordance with the provisions of this indenture and exce P* in the agreements in that behalf herein contained, and will with its not suffer or permit any default to occur under this in- torm9 ' denture, but will faithfully observe and perform all the conditions, covenants and requirements hereof. Section 43. That it will not issue or permit to be Not to issue issued any bonds under its First Mortgage except forg^ Bonds the purpose of the pledge thereof under this indenture as part of the pledged securities, except in substitution for bonds already certified and delivered thereunder as Article IV. 172 therein provided, and it hereby irrevocably directs and requests the trustee under the First Mortgage to deliver all of the First Mortgage Bonds at any time hereafter certified by it, except as aforesaid, to the Trustee hereunder and not otherwise; that it will pay or cause to be paid at maturity all the First Mortgage Bonds at the time outstanding other than the bonds pledged hereunder, and subject to the provisions of Sec- tion 62 hereof, will pay or cause to be paid the interest thereon as it becomes due; and that it will not suffer or permit any default to occur under the First Mort- gage, but will faithfully observe and perform all of the conditions, covenants and requirements thereof ; that it will pay or cause to be paid at maturity all bonds secured by a mortgage upon property which notwith- standing such mortgage has, under the provisions of Sec- tions 5 or 6 of Article II of the First Mortgage or of Sections 20 or 21 hereof, been made the basis of the cer- tification and delivery of First Mortgage Bonds or of bonds hereunder, as the case may be, and that it will not suffer or permit any default to occur under any such mortgage, but will faithfully observe and perform all of the conditions, covenants and requirements thereof. To pay its Five Year Six Per Cent. Se- cured Gold Notes and First Mort- gage Bonds Section 44. That it will pay or cause to be paid at maturity all of the Five-Year Six Per Cent. Secured Gold Notes outstanding under its agreement dated July 2, 1917, with The New York Trust Company, as trustee, and .that forthwith, upon such payment it will deposit and pledge with the Trustee as part of the pledged securities, all of its First Mortgage Bonds which are now pledged with the trustee under said agreement. The Mortgagor shall thereupon become entitled to the certification and delivery of a like aggregate principal amount of bonds hereunder pursuant to the provisions of Section 17 here- of. 173 Article V. ARTICLE V. Improvement and Sinking Fund. Section 45. So long as the First Mortgage remains Payments undischarged and any bonds of the 6% Series due 1951, ^rovement are outstanding, the Mortgagor covenants that it will pay sinking to the Trustee, in gold coin of the United States of America of the standard of weight and fineness as it existed on June 1, 1921, in addition to the sums which it is required to pay to the trustee under the First Mortgage in accordance with the terms of Article V thereof, on June 1 in each of the years 1922 to 1925, both inclusive, a sum equivalent to one-half of one per cent. (%%), and on June 1 in each of the years 1926 to 1931, both in- clusive, a sum equivalent to one per cent. (1%), and on June 1 in each of the years 1932 to 1950, both inclu- sive, a sum equivalent to one and one-half per cent. (1 1 /£%), of the aggregate principal amount of all bonds at the time outstanding under this indenture in excess of the aggregate principal amount of First Mortgage Bonds then pledged hereunder, it being understood that bonds for the redemption of which money has been set apart by or deposited with the Trustee as hereinafter in this Article V or Article VI hereof provided, shall not be considered as outstanding for this purpose. Said sums of money, and all other sums or obligations which may be added thereto as in .this indenture provided, in- cluding any money then in the sinking and improvement fund mentioned in Article V of the First Mortgage upon the discharge thereof (which money the Mortgagor here- by directs the trustee thereunder to pay to the Trustee), together with all interest thereon, to constitute an im- provement and sinking fund. Such fund shall be held by the Trustee until applied interest al- as hereinafter provided in this Article V, such interest?® Article V. 174 being allowed thereon and added thereto as said Trus- ment and fund. g tee shall allow on other deposits of similar character. Sinking Fund. Application^ Section 46. Such improvement and sinking fund shall ment and be paid out by the Trustee from time to time, whether before or after the maturity or exhaustion of the au- thorized issue of First Mortgage Bonds to reimburse the Mortgagor for expenditures incurred in acquiring or constructing additional plants or properties, or perma- nent improvements, extensions or additions to or about its plants or properties of the character which could be made the basis of the issue of bonds under Sections 18, 21 and 22, upon receipt by the Trustee of a re- quest of the Mortgagor expressed in a copy of a resolution certified by the Secretary or an Assistant Sec- retary to have been duly adopted by its board of di- rectors, stating the actual cash cost to the Mortgagor of the additional plants, properties, permanent im- provements, extensions or additions made the basis of the request, and such certificates, opinions of counsel and instruments as would be required under the provisions of said Sections 18 and 22 (excepting, however, the requirements of paragraph (A), the portion of sub-para- graph (c) relating to the fair value of property men- tioned therein and sub-paragraphs ( d ), (e), (/), ( g ) and (?) of paragraph ( B ), paragraphs ( C ) and ( D ), sub- paragraphs ( b ) and (c) of paragraph ( F ) and para- graph ( G ) of said Section 18) if the additional plants, properties, permanent improvements, extensions or addi- tions were made the basis of the issue of bonds there- under. Purchase of bonds. Section 47. At any time, the Trustee may, upon the re- quest of the Mortgagor, expressed by resolution of its board of directors certified as such by its Secretary or an Assistant Secretary, apply any part of the improve- ment and sinking fund held by it for the purchase of 175 Article V. bonds outstanding hereunder by their terms redeemable before maturity, at a price not exceeding the lowest re- demption price then current of any bonds then out- standing hereunder, and the accrued interest thereon. Before making any such purchase the Trustee shall forthwith by notice published once a week for four (4) successive weeks in one daily newspaper of general cir- culation published in each of the cities of Birmingham, Alabama, New York (in the Borough of Manhattan) and Boston, Massachusetts, advertise for written pro- posals to sell to it bonds then outstanding hereunder, by their terms redeemable before maturity, at a price to be specified in such advertisement, which shall be the lowest redemption price then current of any bonds then outstanding hereunder, and the accrued interest there- on ; and the Trustee, to the extent of the funds then in its hands and requested by the Mortgagor to be so applied, shall purchase the bonds so offered at the lowest price asked therefor, and reasonable notice shall be given by the Trustee to the owner or owners of the bonds whose proposals may be accepted. Should there be two or more proposals at the same price aggregating more than the amount which the Trustee has available for investment, after having accepted all proposals at the lowest price, such proposals shall, if possible under their terms, be accepted pro rata, provided, however, that no purchase shall be accepted by the Trustee at a price exceeding the price so to be specified in such adver- tisement and provided further that the Trustee shall have the right to reject any or all proposals in whole or in part, if it can at the time of opening said proposals purchase the requisite amount of said bonds or any part thereof at a lower price than the lowest price offered by the said proposals. If upon any such advertisement being made, no pro- posals to sell bonds at or below the price specified therein shall be made, or if such proposal or proposals shall not Article V. 176 Delivery of bonds by Mortgagor to Trustee equivalent to cash pay- ment. be sufficient to exhaust the sums then in its hand and re- quested by the Mortgagor so to be applied, and if the Trustee shall be at such time unable otherwise to pur- chase the requisite amount of bonds at a price not ex- ceeding the price so to be specified, the Trustee shall draw by lot a number of the bonds redeemable at the price so to be specified in said advertisement which shall be suffici- ent to exhaust the sum in its hands for such pur- pose, and shall give notice of the numbers of the bonds so drawn for purchase by the improvement and sinking fund upon the next semi-annual interest date, in the manner and as provided, for the redemption of bonds in Article VI, and upon the date so stated the Trustee shall purchase the bonds so drawn for the account of the improvement and sinking fund. After that date no in- terest shall accrue or be payable upon any of the bonds so designated for purchase, the coupons for interest maturing subsequent to that date shall be void, such bonds and coupons shall cease to be entitled to the benefit of the lien of said indenture and the Mortgagor shall be under no further liability in respect thereof. All funds amounting to Five thousand dollars ($5,000) or over remaining in the improvement and sink- ing fund for a period of eighteen months, and which shall not have been made the subject of a proper request by the Mortgagor for repayment to it in reimbursement for additional plants or properties, or permanent im- provements, extensions or additions, as herein provided, shall be applied forthwith by the Trustee to the pur- chase or redemption of bonds in the manner provided above. (Section 48. The delivery by the Mortgagor to the Trustee of bonds outstanding hereunder by their terms redeemable before maturity with their appurtenant un- matured coupons shall be deemed equivalent to payment of cash to the amount of principal thereof and accrued interest. 177 Article V. All bonds outstanding hereunder purchased or other Caneeiia- wise acquired by, or delivered to, the Trustee for the bonds ac- improvement and sinking fund shall forthwith be can- qmred > etc - celled, and the Trustee shall note on its records and on an original counterpart of this indenture the fact of such cancellation, and thereupon deliver the bonds so cancelled to or upon the order of the Mortgagor. If any serial number shall be drawn by the Trustee at Procedure any aforesaid drawing which is endorsed upon any regis-tered bonds tered bond without coupons of a denomination larger fedemp/ion than $1,000, such registered bond shall be presented, properly indorsed, for transfer at or after the time fixed for the payment of said bonds so drawn for redemption and such payment shall be made upon surrender of said bond so indorsed ; and coupon bonds or registered bonds without coupons for the unpaid balance, if any, of the principal sum of the registered bonds without coupons so presented and surrendered, shall be executed by the Mort- gagor and certified and delivered by the Trustee without charge therefor. After the date fixed for such redemp- tion interest shall be payable only on the portion of such registered bond not so called for redemption and only such portion shall continue to be entitled to the benefit of the lien of this indenture, and the Mortgagor shall be under no further liability with respect to the portion thereof so called for redemption. If the mortgaged property shall be sold, either under the power of sale herein provided, or under decree of sinking court in a suitl for the foreclosure of this indenture, then f 0 un p r o C d e eda the improvement and sinking fund shall be added tcof sale in • • • case of fore and dealt with as if it were part of the proceeds of closure, such sale. Mortgagor to execute Section 49. If pursuant to Section 2 hereof the Mort- supplemen- gagor shall make provision for the establishment and upon' application of any sinking, amortization, improvement cstabiish- or analogous fund, it shall, if requested by the Trustee. sinking fund. Articles V and VI. 178 Bonds re- deemable. Procedure for redemp tion of bonds. execute an indenture supplementary hereto embodying the terms and conditions in respect of the establish- ment and application of such fund. ARTICLE VI. Redemption of Bonds. Section 50. Such of the bonds of any series issued hereunder as are, by their terms, redeemable before maturity, may, at the option of the Mortgagor, be re- deemed at such times, in such amounts and at such prices as may be specified therein and in accordance with the provisions hereinafter set forth in this Article VI. Section 51. In case of a redemption of a part only of the bonds of a series, the particular bonds to be redeemed shall be selected by the Trustee by lot in such manner as it shall see fit. Notice of intention to redeem (including, in case a part only of the bonds of a series are to be redeemed, the num- bers of such bonds) shall be given by the Mortgagor by publication at least once a week for four successive weeks immediately preceding said date fixed for redemp- tion, in one daily newspaper of general circulation pub- lished in each of the Cities of Birmingham, Alabama, New York (in the Borough of Manhattan) and Boston, Massachusetts, and in each other city where any of the bonds called for redemption are payable ; and written no- tice specifying the date so fixed shall be mailed to the holders of registered bonds selected for redemption at their last addresses appearing upon the registry books kept at the office or agency of the Mortgagor, not loss than thirty days before such date. The Mortgagor shall before the day fixed for redemp- tion, deposit with the Trustee a sum of money sufficient to redeem the bonds so to be redeemed on the day so fixed. 179 Article VI. All moneys deposited by the Mortgagor with the Trus- tee, under the provisions of this Article VI, for the re- demption of bonds, shall be held for account of the holders thereof, and shall be paid to them respectively upon pre- sentation and surrender of said bonds. After such redemption day, such notice having been given and such deposit having been made, such bonds shall cease to bear interest, the coupons for interest subsequent to that date shall be void, such bonds and coupons shall cease to be entitled to the benefit of the lien of this in- denture and the Mortgagor shall be under no further liability in respect thereof. If any serial number shall be drawn by the Trustee Procedure at any aforesaid drawing which is endorsed upon any £®^ d s a ' registered bond without coupons of a denomination are drawn larger than $1,000, such registered bond shall be pre- tk>n. redenip seated, properly endorsed, for transfer at or after the time fixed for the payment of said bonds so drawn for redemption and such payment shall be made upon sur- render of said bond so endorsed; and coupon bonds or registered bonds without coupons for the unpaid balance, if any, of the principal sum of the registered bonds with- out coupons so presented and surrendered, shall be issued by the Mortgagor and certified and delivered by the Trus- tee, without charge therefor. After the date fixed for such redemption interest shall be payable only on the por- tion of such registered bond not so called for redemption and only such portion shall continue to be entitled to the benefit of the lien of this indenture, and the Mortgagor shall be under no further liability with respect to the por- tion thereof so called for redemption. Section 52 . All bonds outstanding hereunder redeem- Redeemed ed under the provisions of this Article VI shall forthwith ^“^ l e s lled 0 be be cancelled, and the Trustee shall note on its records and on an original counterpart of this indenture, the fact of such cancellation, and thereupon deliver the bonds so cancelled to or upon the order of the Mortgagor. Article VII. 180 Possession and use of property by Mort- gagor. Disposition of certain property without con- sent of Trustee. Sale of ma- chinery, etc. ARTICLE VII. Possession, Use and Release of Mortgaged Property. Section 53. While not in default in the payment of principal or interest on any bond then outstanding here- under or in respect of any of the covenants, agreements or conditions in this indenture contained, the Mortgagor shall be suffered and permitted to possess, use and enjoy the mortgaged property, and to receive and use the rents, issues, income, product and profits thereof, with power, in the ordinary course of business, freely and without let or hindrance on the part of the Trustee or of the bond- holders, to use and consume supplies, and except as here- in otherwise expressly provided to the contrary, to exer- cise any and all rights under choses in action and con- tracts. Section 54. While the Mortgagor is not in default as aforesaid, it may at any time and from time to time, with- out any release or consent by the Trustee, or account- ability thereto for any consideration received by the Mortgagor, (1) sell or otherwise dispose of, free from the lien of this indenture (a) any machinery, equip- ment, tools or implements which may have become obsolete or unfit for use, upon replacing the same by or substituting for the same new machinery, equipment, tools or implements, of at least equal value to that of those disposed of; and ( b ) any materials or supplies; (2) cancel, make changes or alterations in or substitutions of any and all right of way grants, leases or contracts now subject or which may 181 Article VII. hereafter become subject to this indenture, pro- Ca *y ell a tion w * ond sltprs.* vided that such changes, alterations or substitu- tion of con- tions are, in the opinion of the board of directors tracts ’ etc - of the Mortgagor, in the interest of the Mortgagor and will not impair the integrity of the mortgaged property; and in such event any modified, altered or substituted grants, leases or con- tracts shall forthwith become bound by and be subject to the terms of this indenture to the same extent and in the same manner as those previously existing ; (3) surrender or assent to the modification of Sur , r .® nde F or . . modification any franchise under which it may be operating, of frau- provided that, in the event of any such surrender < hlses - or modification, the Mortgagor shall still have, under some other franchise (subject to the lien of this indenture and free from any liens prior thereto, except the liens upon the franchises so sur- rendered or modified, the First Mortgage and taxes for the then current year) or under the modified franchise, or under a new franchise, license or permit, received in exchange for the surrendered or modified franchise, authority, in the opinior, of counsel, to conduct the same or an ex- tended business in the same or an extended terri- tory for the same or an extended or unlimited per- iod of time or for a period of time which cannot be terminated except with the consent of the holder before the maturity of the bonds certified and delivered with respect to the properties operated under the surrendered or modified franchise, or upon the holder’s default, or upon condemnation, or upon payment of a fair price for all of the prop- erty the operation of which is dependent upon such franchise, license or permit, or upon the rein- Article VII. 182 Sale of mort- gaged prop- erty undesir- able for cer- tain pur- poses. statement of the franchise surrendered or modi- fied. The words “the opinion of counsel,” as used in this subparagraph (3) of this Section 54, mean and shall be construed to mean, the written opin- ion, filed with the Mortgagor and with the Trus- tee, of counsel (who may be of counsel for the Mortgagor) appointed by the board of directors of the Mortgagor and approved by the Trustee ; (4) until the completion of water power plants and properties upon the water power sites owned by the Mortgagor, the Mortgagor in its discretion may sell or exchange free and clear from the lien of this indenture any land or other property now owned or hereafter acquired by it in connection with or appurtenant to any of such sites which, in the opinion of the board of directors of the Mortgagor, is unnecessary or not desirable for the proper construction or development of plants and properties thereon; provided, subject to the pro- visions of the First Mortgage, if then undischarg- ed, that any obligations received by the Mortgagor in consideration of any such sale or ex- change shall be delivered to the Trustee and shall become part of the pledged securities, and any money so received by the Mort- gagor shall be forthwith paid to the Trustee and shall be held and turned over by it to the Mort- gagor to reimburse the Mortgagor for the acqui- sition or construction of additional plants or prop- erties or for permanent improvements, extensions or additions to or about its plants or properties of the character which could be made the basis of the issue of bonds under Sections 18, 21 and 22 hereof, in the same manner and subject to the 183 Article VII. same restrictions and conditions as are required by Section 46 hereof, with respect to moneys paid into the improvement and sinking fund therein provided for. Any property acquired by the Mort- gagor in exchange for property so conveyed shall forthwith and without further conveyance become subject to the lien of and be covered by this in- denture as a part of the mortgaged property; (5) the Mortgagor may convey to the United Conveyance States free and clear from the lien of this inden-g° ta d J“ ted ture such lands and rights as may be required for locks, facilities for navigation or otherwise by any law, franchise or permit pursuant to which the Mortgagor is authorized to occupy or interfere with navigable waters; and (6) in event of the acquisition by the Mort-saie of gagor of a site or sites for the development °f Tallapoosa water power at sites not now owned or controlled River, etc. by it on the Tallapoosa River, or of reservoirs or sites therefor, the Mortgagor may sell and convey free and clear from the lien of this indenture the right to take or receive a part but not all (except in case of such reservoirs or sites therefor) of the power ultimately to be developed upon such site or sites. Section 55. Unless and until evidence satisfactory toR e i ease 0 f it that the First Mortgage has been discharged shall have been delivered to the Trustee, the Trustee shall, when First upon the production to it of an instrument purporting ^o°'\ff s ge to be a release of the property therein described from char g ed - the lien of the First Mortgage and to have been signed by the trustee thereunder, forthwith and without further act on the part of the Mortgagor, sign such instrument as Trustee, or a like instrument releasing the same prop- erty from the lien hereof, and deliver the same Article VII. 184 Release of mortgaged property when First Mortgage discharged. Require- ments for release. to the Mortgagor. In no case shall the Trustee be under any duty to inquire as to the adequacy of or otherwise as to the consideration received for any re- lease herein above provided for. When and if evidence satisfactory to the Trustee that the First Mortgage has been discharged shall have been delivered to the Trustee, the Mortgagor while not in de- fault as provided in Section 72 hereof, may sell, exchange or otherwise dispose of any other of the mortgaged property (except that undeveloped or unimproved water power sites and lands necessary or desirable, in the opin- ion of the board of directors of the Mortgagor, for the proper construction and development of plants and prop- erties thereon now owned by it may be sold or conveyed a to a subsidiary company only, as more fully provided in Section 30 hereof) and the Trustee shall release the same from the lien hereof upon the application of the Mortgagor and receipt by the Trustee of Directors ’ resolution requesting release. (1) a copy of a resolution certified by the Sec- retary or an Assistant Secretary of the Mort- gagor to have been duly adopted by its board of directors requesting such release; Certificate of President end engi- neer. (2) a certificate signed and verified by the Presi- dent or a Vice-President of the Mortgagor, and by an engineer appointed by the board of directors of the Mortgagor and approved by the Trustee, (who may be an employee of the Mortgagor) made and dated not more than thirty days prior to the date of the application for such release, stating in substance as follows: (a) that such release is desirable in the conduct of the business of the Mortgagor, and will not impair the integrity of the mort- gaged property, and ( b ) that the Mortgagor has sold or ex- 185 Article VII. changed, or contracted to sell or exchange, the property so to be released for a consideration representing, in the opinion of the signers, its full value to the Mortgagor, which considera- tion may be (1) cash, or (2) partly cash and partly obligations/ secured by purchase money mortgage upon the property released, or (3) any other property of the character which could be made the basis of the issue of bonds under Sections 18, 21 or 22 hereof ; such consideration to be set out in reasonable detail in such certificate ; provided, however, that no plant or system subject to the lien of this in- denture at the date of the execution hereof and no property thereafter physically con- nected by transmission, railway or service lines or otherwise, for the purposes of the business with any such plant or system shall be released in exchange for property not so connected ; (3) any money or obligations stated in said cer- Disposition tificate to be the consideration for any such prop-° i f oi | :on8ldera ' erty so to be released; provided, however, that obligations of purchasers to pay current accounts shall not for the purposes of this Article VII be deemed a part of the consideration for properties released ; (4) an opinion of counsel (who may be of coun- Opinion of sel to the Mortgagor) selected by the board of counsc1 ' directors of the Mortgagor and approved by the Trustee, to the effect that any obligations included in the consideration for such release are, in his or their opinion, valid obligations, and that any purchase money mortgage securing the same is sufficient to afford a lien upon the property to be Article VII. 180 released, and stating also, in case the Trustee is requested to release any franchise, that such re- lease will not impair the right of the Mortgagor to operate any of its remaining properties during the period ending not earlier than the maturity of any bonds certified and delivered on account of the acquisition or construction of any of said re- maining properties ; (5) In case the consideration for the property to be released consists of additional plants, properties, permanent improvements, extensions or additions, the Trustee shall also' be furnished with such certificates, opinions of counsel and instru- ments as would be required under the provisions of Sections 18 and 22 hereof (excepting, however, the requirements of paragraph (A), the portion of subparagraph (c) relating to the fair value of property mentioned therein and sub-paragraphs ( d ), ( e ), (/), (g) and (i) of paragraph ( B ), para- graphs ( C ) and ( D ), sub-paragraphs ( b ) and ( c ) of paragraph ( F ) and paragraph (G) of said Sec- tion 18), if the additional plants, properties, permanent improvements, extensions or addi- tions were made the basis of the issue of bonds thereunder. Obligations Section 56. Subject to the provisions of the First ^eceived° "and Mortgage, any obligations received by the Mortgagor in property ac- cons i(] era tion of any such release shall be delivered to the ouired on etc - ** count of re- Trustee and shall become part of the pledged securities livered^'o an d any money so received by the Mortgagor shall be Trustee. forthwith paid to the Trustee and shall be held and turned over by it to the Mortgagor to reimburse the Mortgagor for the acquisition or construction of addi- tional plants or properties or for permanent improve- ments, extensions or additions to or about its plants or Other in- struments. 187 Abticle VII. properties of the character which could be made the basis of the issue of bonds under Sections 18, 21 and 22 hereof in the same manner and subject to the same restric- tions and conditions as are required by Section 46 here- of with respect to moneys paid into the improvement and sinking fund herein provided for. Any new property acquired by the Mortgagor by ex- New p . change or purchase to take the place of any property erty acquired released hereunder, shall forthwith and without further 0 f release conveyance become subject to the lien of and be covered V^°™ e o s j^‘ by this indenture as a part of the mortgaged property; but if requested by the Trustee, the Mortgagor shall con- vey the same to the Trustee by proper deeds upon the trusts and for the purposes of this indenture. Section 57. Should any of the mortgaged property Eminent be taken by exercise of the power of eminent domain Donmm; J c disposition or should any municipality or other public authority of proceeds, at any time, exercise any right which it may have to purchase any part of the mortgaged property, the Trus- tee may release the property so taken or purchased, and shall be fully protected in doing so upon being furnished with an opinion of counsel (who may be of counsel to the Mortgagor) selected by the board of directors of the Mortgagor and approved by the Trustee, to the effect that such property has been taken by exercise of the power of eminent domain, or purchased by a municipality or other public authority in the exercise of a right which it had to purchase the same. Subject to the pro- visions of the First Mortgage, the proceeds of all prop- erty so taken or purchased, shall be paid forthwith to the Trustee, and shall be held and turned over by it to the Mortgagor to reimburse the Mortgagor for the ac- quisition or construction of additional plants or prop- erties or for permanent improvements, extensions or additions to or about its plants or properties of the Article VII. 188 Exercise of powers by receiver or trustee. Purchaser under no duty to in- quire. character which could be made the basis of the issue of bonds under Sections 18, 21 and 22 hereof, in the same manner and subject tt> the same restrictions and con- ditions as are required by Section 46 with respect to moneys paid into the improvement and sinking fund therein provided for; provided, however, that when such proceeds in any individual case exceed the sum of five hundred thousand dollars ($500,000), such proceeds shall be used for the purchase and retirement of bonds in the manner provided in Section 47 hereof, and may not be used to reimburse the Mortgagor for expenditures un- der the provisions of Section 46 hereof. Section 58. In case the property mortgaged shall be in the possession of a receiver, lawfully appointed, the powers hereinbefore conferred upon the Mortgagor with respect to the sale or other disposition of the mortgaged property may be exercised by such receiver; and if the Trustee shall be in possession of the mortgaged property under any provision of this indenture, then such powers may be exercised by the Trustee in its discretion. Section 59. No purchaser in good faith of property purporting to be released hereunder shall be bound to ascertain the authority of the Trustee to execute the re- lease, or to inquire as to any facts required by the provi- sions hereof for the exercise of this authority; nor shall any purchaser or grantee of any property or rights per- mitted by Section 54 hereof to be sold, granted, exchanged or otherwise disposed of, be under obligation to ascertain or inquire into the authority of the Mortgagor to make any such sale, grant, exchange or other disposition. 189 Article VIII. ARTICLE VIII. Concerning the Pledged Securities. Section 60. The Mortgagor covenants that, subject to Mortgagor the provisions of the First Mortgage, it will from time T ru a s ^* 1 e gn al t 1 0 to time forthwith as and when acquired by it, assign, after-ac- transfer, pledge and (in so far as manual delivery thereof o^suiLid * 06 is possible) deliver to the Trustee, duly indorsed in blank, iai T com- if not already in bearer form, any and all shares of cap- ital stock and the certificates therefor which the Mort- gagor at any time hereafter may acquire of the sub- sidiary companies, all of which shall be received and held by the Trustee subject to the lien and trusts of this inden- ture as fully and completely as if expressly and specifi- cally assigned, transferred, pledged and delivered here- under at the time of the execution hereof. The Trustee may at any time accept any assignment or transfer of any shares of stock, bonds or other obligations which any person or corporation may make or deliver to the Trustee, with the consent of the Mortgagor, and the same if accepted by the Trustee shall thereupon become a part of the pledged securities. The Trustee shall not be obliged to examine into or Trustee pass upon the validity or genuineness of any of the of pledged securities, and the Trustee shall be entitled to pledged assume that any pledged securities as presented f or secunties - deposit hereunder are genuine and valid and what they purport to be and that any indorsements and assign- ments thereof are genuine and legal. The Trustee shall be under no obligation to accept a Trustee not certificate for any shares of stock, or to cause or permit s t t ° ck a transfer thereof to be made to it, or to cause or permit or other se- an assignment to it of any bond or other obligation, if i n curities - the opinion of the Trustee such acceptance or transfer will involve or render it liable to be subjected to any liability or expense. may Article VIII. 190 T™ st f ee nia y The Trustee, upon request of the Mortgagor, may do shares for whatever in its opinion may be necessary for the pur- poses 11 pUr P oses maintaining or preserving the corporate exist- ence of any subsidiary company, and for such purpose from time to time, upon like request, it may sell, assign, transfer and deliver so many shares of stock of the sub- sidiary companies as may be necessary to qualify persons to act as directors of or in any other official relation to such companies; and in any such case the Trustee may make such arrangements as counsel selected or approved by the Trustee shall deem necessary for the protection Shares sur- rendered upon de- crease of capital stock. of the trust hereunder. In case of the decrease of the capital stock of any of the subsidiary companies, the Trustee shall if requested by the Mortgagor surrender such part of the shares of stock then in its possession, included in the pledged securities as shall be proportionate to the amount of such decrease. Unless in de- Section 61 . Unless and until the Mortgagor shall be gagor may' in default as provided in Section 72 hereof, or stock pledged unless the Trustee shall be in possession of the mortgaged property by virtue of any provision of this indenture or a receiver of the mortgaged property shall have been appointed, the Mortgagor shall have the right to vote and consent with respect to all shares of stock included in the pledged securities, and said shares, if then in the pos- session of the Trustee, shall not be transferred into its name or that of its nominee ; provided that the Mortgagor shall cause all of the subsidiary companies to place a suitable notation upon their books showing that the cer- tificates representing the shares of stock included in the pledged securities are subject to this indenture and shall take such other measures as may be provided by law or may be necessary to indicate the interest of the Trustee in said shares. In case the Mortgagor shall be in default as provided 191 Article VIII. in Section 72 hereof, then during the further continuance Trustee may of any such default, in addition to the other remedies in case 0 f de- this indenture provided, the Trustee if it shall deem it fault - advisable, may cause all of the shares of stock in its pos- session included in the pledged securities to be trans- ferred into its name or that of its nominee and may vote any such shares in such manner as it may deem proper to protect the interests of the holders of the bonds out- standing hereunder; provided that if any such default shall have been made good and shall have been waived as in said Section 72 provided, the right of the Mort- gagor to vote upon any such shares shall revive and shall continue as if no such default had taken place, and the Trustee shall cause such shares to be retransferred in accordance with the order of the Mortgagor. Section 62 . Unless and until the Mortgagor shall Unless in de- be in default as provided in Section 72 hereof, the Mortgagor from time to time shall be en- receive ail titled to receive and collect all dividends and interest ' " u eu< s ’ (other than stock dividends) that may be declared or be paid on any of the pledged securities, and the Trustee, upon request of the Mortgagor, from time to time shall deliver to it suitable assignments and orders, if necessary therefor, for the payment to the Mortgagor of all dividends and interest that from time to time may be declared or may become distributable or payable on the pledged securities, and the Trustee from time to time shall pay to the Mortgagor, upon its request, any and all sums which shall be received or collected by the Trustee as coupons for such dividends and interest. As the coupons attached j^j^ ed t0 to bonds included in the pledged securities mature they pledged shall be detached and delivered by the Trustee to the '"u^ned 0 be Mortgagor, except that any coupons detached from First a " <1 ] d ® 1 ^ ered Mortgage Bonds shall be cancelled by the Trustee before gagor. such delivery. In case the Mortgagor shall be in default as provided Article VIII. 192 I'yase of in Section 72 hereof, then during the further continuance Trustee to of such default, and in addition to the other remedies aen^or 1 - 1 ™ h ere i n provided, the Trustee shall revoke any and all such tiers, etc. assignments and orders and collect and receive all such dividends and interest upon or in respect of the pledged securities, to the extent that the same are collectible and receivable, and all sums so collected and received prior to any sale hereunder shall be ap- plicable to the payment of interest that shall become due on the bonds outstanding hereunder ; provided that if any such default by the Mortgagor shall have been made good and shall have been waived, as in said Section 72 provided, the right of the Mortgagor to receive and collect such dividends and interest (including any unex- pended balance thereof in the possession of the Trustee) and the duty of the Trustee to execute such assignments and orders and to detach and deliver such coupons shall revive and continue as if no such default had taken place. — to retain control of subsidiary companies, The Mort- Section 63. The Mortgagor covenants that (1), except gagor not to subject hereto it will not sell, incumber or by any volun- soil or in* • • • cumber tary act part with the ownership of or title to any of cur ides se " the pledged securities or the voting power thereon; (2) it will hold, subject hereto, all and singular such pledged securities, and, subject to the provisions of the First Mortgage, if then undischarged, will exercise its voting power thereon in such manner as to retain in or for itself the rights and powers of the holder —to pre- the majority of the stock of each subsidiary serve cor- company; and (3) it will at all times take such porate exist- , ence of sub-action as from time to time may be necessary p allies 7 com to preserve the corporate existence and corporate rights of each subsidiary company, in so far as it may be necessary or desirable in the proper and efficient con- duct of the business of the Mortgagor and of its sub- sidiary companies or unless and until the Mortgagor shall have lawfully acquired and subjected to the lien of this 193 Article VIII. indenture the legal title to all the property and fran- chises of such subsidiary company. Section 64. The Mortgagor covenants that it will not The Mort- cause, suffer or permit any subsidiary company (1) to|g^ r it n °^ b to borrow money or to become indebted except ( a ) from orsidiary com- to the Mortgagor, ( b ) as provided in Article III of thisi^row* 0 indenture, ( c ) on account of the purchase price of prop-™ 01 ^’ t nor erty acquired, and ( d ) for current expenses incurred in gage prop- the ordinary course of its business operations, provided or r sen that all such indebtedness, except to the Mortgagor, shall dam sites > . nor to create from time to time be promptly discharged m the or- additional dinary course of business; or (2) to mortgage any of ®g 0C ^ tat e e x ^ ept its property, except to the Mortgagor and as expressly provided in Article III of the First Mortgage and in Article III hereof; or (3) to lease for the purpose of the development of water power, or to sell or . convey, except to the Mortgagor or to another sub- sidiary company, any of the undeveloped and un- improved water power sites now owned by it, includ- ing all appurtenant property necessary or desirable, in the opinion of the board of directors of the Mortgagor, for the proper construction and development of plants and properties upon such sites; provided, however, that such subsidiary company may in any event convey to the United States such lands and rights as may be required for locks, facilities for navigation or otherwise, by any law, franchise or permit pursuant to which such sub- sidiary company is authorized to occupy or interfere with navigable waters, and such subsidiary company may also, in case of the acquisition by it of a site or sites for the development of water power not now owned or con- trolled by it on the Tallapoosa River, sell and convey the right to take or receive a part, but not all, of the power ultimately to be developed upon such site or sites, and any such subsidiary company owning a site for a reservoir for the storage of water may sell and convey Article VIII. 194 the right to construct and operate plants for the genera- tion of electricity on or in connection therewith ; or (4) to create or issue any additional shares of stock unless effec- tive provisions be simultaneously made that the certifi- cates for such additional stock shall be, subject to the provisions of the First Mortgage, if then un- discharged, when issued forthwith pledged hereunder and deposited with the Trustee as part of the pledged securities, except that in case all the stock of any such subsidiary company previously issued shall not then be included in the pledged securities, then an amount of such additional stock at least proportionate to that so held shall be so pledged and deposited. Except as here- in otherwise expressly provided, any subsidiary com- pany may lease, sell or convey any of its property. m- S pfedge nt of Section 65. The assignment or pledge hereunder of stock of any shares of stock of any subsidiary company shall not companies prevent the consolidation or merger of any one or more ot not to pre- companies with or the conveyance or lease of the dation or property of any such company to the Mortgagor or an- other subsidiary company; provided, however, that such consolidation, merger, conveyance or lease shall be made only upon such terms as shall not in the opinion of coun- sel selected or approved by the Trustee (who may be of counsel to the Mortgagor) in any manner impair or prejudice the value of the security hereunder. In the event of the consolidation or merger of any one or more of said companies with the Mortgagor, or the convey- ance or lease of its property to the Mortgagor, this inden- ture immediately shall become and be a lien upon the property of the company so consolidated or merged with or conveyed to the Mortgagor or upon the leasehold in- terest of the Mortgagor therein. Section 66. In case (1) at any time any of the subsid- iary companies shall be dissolved, or its property or as- 195 Article VIII. sets or any part thereof shall be liquidated, sold or trans- Purchase of ferred; or in case (2) all or any of the property of any subsidiary 0 such subsidiary company shall be sold upon the insol- vency thereof, or otherwise at any judicial or other sale, dissolution, then in any such event, subject to the provisions of the^'" dat,n11 ’ First Mortgage, if then undischarged, the Trustee, at the request of the Mortgagor, either shall purchase or cause to be purchased or shall permit the Mortgagor to purchase such property and assets either in the name of or on behalf of the Mortgagor or by purchasing agents or trustees, and shall use, or permit the Mortgagor or such purchasing agents or trustees to use, any of the shares of stock or bonds included in the pledged securities issued by the subsidiary company involved in any of the proceedings aforesaid, so far as may be necessary to make payment for any such property or assets. In case of any such purchase, the Trustee shall take such steps to cause such property to be vested in the Mortgagor or in some other corporation organized or to be organized and hav- ing power to acquire and manage such property, or partly in the Mortgagor and partly in such other corporation, as the Mortgagor may deem advisable, in either and every event, upon such terms and conditions as may be ap- proved by counsel selected or approved by the Trustee (who may be of counsel to the Mortgagor) provided, in the case of any such purchase by such other corporation, that all the stock of such corporation, organized or to be organized (except the shares required to qualify directors), shall, subject to the provisions of the First Mortgage, if then undischarged, be assigned, transferred and delivered to the Trustee as part of the pledged securities. . , With consent Section 67. With the written consent of the Mortgagor of Mort- evidenced by resolution of its board of directors, the trustee may Trustee upon being furnished with the funds deemed byp™*^* f the Trustee necessary in the premises or upon being in- bondholders demnified to its satisfaction, shall at any time take such organiza- tion. Article VIII. 196 steps as the Trustee in its discretion may deem advisable to protect its interests and the interests of the bond- holders hereunder in respect of any of the pledged securi- ties ; and with the consent of the Mortgagor so evidenced, the Trustee, if the Trustee shall deem it advisable, may join in any plan of reorganization or adjustment or re- arrangement in respect of any such pledged securities, whether or not such plan conforms to the requirements of Section 66 hereof, and may accept the new securities is- sued in exchange therefor under the provisions of such plan or such adjustment. In case the Mortgagor shall be in default as provided in Section 72 hereof, the Trustee shall, if the Trustee shall deem it advisable, take such steps to join in such plan without the consent of the Mortgagor. When bonds Section 68. Anything in this indenture to the contrary sionai mort- notwithstanding, the Trustee, upon the request of the gage held by Mortgagor, may give any consent, do any act, exercise b™ e^forTeR 7 an y power or take any step for the enforcement or other- wise of any of the bonds then held by the Trustee out- standing under any divisional mortgage upon property made the basis for the certification and delivery of bonds pursuant to Section 21 hereof, or of any bonds then held by the Trustee outstanding under any mortgage upon the property of a reservoir com- pany which have been made the basis for the certification and delivery of bonds pursuant to Section 22 here- of, or for the enforcement or otherwise of any such mortgage. The Trustee shall be under no duty or obligation to demand payment of the principal of such bonds or of any of the interest accruing thereon, or to do any act, exercise any power or take any step in respect of said bonds or the mortgage securing the same unless and until (1) requested to that end by the Mortgagor, or (2) the Mortgagor shall be in default as provided in Section 72 hereof, and the Trus- 197 Article VIII. tee shall be requested to that end by the holders of twenty-five per cent. (25%) in principal amount of the bonds then outstanding hereunder, and in every such case only upon indemnity being furnished to the Trustee to its satisfaction. At any time, if requested in writing by the Mortgagor, the Trustee may in its dis- cretion consent to the extension or renewal of any bonds secured by any such mortgage and to the extension or renewal of such mortgage, provided the Mortgagor shall * not at the time be in default hereunder as defined in said Section 72. Section 69. The Mortgagor covenants that, subject to Moneys, etc., the provisions of the First Mortgage, it will pay or de-P“^ °£ f ^ liver or cause to be paid or delivered to the Trustee all principal of moneys paid on account of the principal of any of the pledged securities, and all stock dividends and dividends^ turned payable otherwise than out of net earnings in respect Trustee; of any shares of stock included in the pledged securities^ ^P 086 ' 1 and all moneys at any time payable in respect of any of the pledged securities derived from any sale of the prop- erty of any subsidiary company, or in dissolution or liquidation thereof, or on increase or reduction of its capital stock, or upon any proceeding in condemnation of its property. Any stocks so received by the Trustee shall, subject to the provisions of the First Mortgage, if then undischarged, become part of the pledged securi- ties, and any moneys so received shall, subject as aforesaid, be held and turned over by the Trustee to the Mortgagor to reimburse the Mort- gagor for the acquisition or construction of additional plants or properties or for permanent improvements, extensions or additions to or about its plants or prop- erties of a character which could be made the basis of the issue of bonds under Sections 18, 21 and 22 hereof, in the same manner and subject to the same restrictions and conditions as are required by Section 46 hereof with respect to moneys paid into the improvement Article VIII. 198 and sinking fund therein provided for, provided that any moneys received by the Trustee resulting from the redemption or purchase of First Mortgage Bonds pledged hereunder (which said bonds it is hereby authorized to surrender to the trustee under the First Mortgage or to the Mortgagor in the event of such re- demption or purchase, cancelled or for cancellation) shall be applied by the Trustee, without request of the Mort- gagor, to the purchase of bonds outstanding hereunder in the manner and as provided in Section 47 hereof, said bonds so purchased to be cancelled or disposed of as provided in Section 48 hereof. Trustee un- Section 70. The Trustee shall be under no duty or fo r «iemand ty ^ligation to demand payment of the principal of the payment of First Mortgage Bonds pledged hereunder or of any of wage Bonds the Merest accruing thereon, or to do any act, exercise pledged until any power or take any step in respect of said bonds or First^Mort- of the First Mortgage unless and until (1) the Mort- gage, etc. gagor shall be in default under the First Mortgage and shall have continued therein for the period, if any, pro- vided for in Section 2 of Article IX of the First Mort- gage, two (2) requested to that end by the holders of twenty-five per cent. (25%) in principal amount of the bonds then outstanding hereunder, and in any such case only upon indemnity being furnished to the Trustee to its satisfaction. Then and thereupon, without prejudice to its right to claim a default under this indenture, or to assert any right hereunder consequent upon such default, the Trustee may take such proceedings for the enforce- ment of the payment of the principal of or the interest upon the First Mortgage Bonds or for the foreclosure of the First Mortgage as in the opinion of counsel selected or approved by the Trustee may be proper under the cir- cumstances, all as fully and completely as if the Trus- tee were the absolute owner of said First Mortgage Bonds. 199 Articles VIII and IX. Section 71 . Whenever all the property of any snbsid- Certificates iary company shall have been conveyed to the Mortgagor 0 f subsidiary or to any other subsidiary company, the Trustee in [eased* 5 by' 6 " its discretion and upon receiving the opinion of coun- Trustee. ' sel (who may be of counsel to the Mortgagor) selected or approved by it to the effect that the rights and security of the bondholders and of the Trustee here- under will not be impaired thereby, shall cancel or re- lease all or any of the shares of stock, bonds and other securities in its possession, and the certificates therefor, issued by the subsidiary company whose prop- erty shall have been so conveyed, and thereafter such company shall cease to be a subsidiary company within the meaning of any provision of this indenture. ARTICLE IX. Remedies in Case of Default. Section 72 . In case any one or more of the following Defaults, events shall occur and shall continue for the period, if any, provided therefor (herein called defaults) : (1) Default in the payment of the principal of any of the First Mortgage Bonds, whether at ma- turity, or in consequence of a default, pursuant to notice of redemption or otherwise, or default in the payment of any interest on any of the First Mortgage Bonds (other than those pledged here- under) and such default in the payment of interest shall continue for ninety days; (2) Default in the payment of the principal of any of the bonds hereby secured when due, whether at maturity or in consequence of a default, pursuant to notice of redemption or otherwise, or in the payment of any instalment of interest on any of the bonds hereby secured, and such de- Article IX. 200 fault in the payment of interest shall continue for ninety days; (3) Default in the observance or performance of any other of the covenants, agreements or con- ditions upon the part of the Mortgagor in the First Mortgage or in this indenture contained, and such last mentioned default shall continue for ninety days after notice to it from the Trustee or any bondholder ; or (4) By decree of any court of competent juris- diction the Mortgagor shall be adjudicated a bank- rupt or a receiver of the Mortgagor or of its prop- erty shall be appointed and such decree shall have been continued in effect for ninety days, or the Mortgagor shall file a voluntary petition in bank- ruptcy or shall make an assignment for the benefit of creditors ; Principal then the Trustee may, and upon request of the holders declared due. twenty-five per cent. (25%) in principal amount of the bonds then outstanding hereunder, shall, by notice in writing delivered to the Mortgagor, declare the entire principal sum secured hereby and the interest accrued thereon immediately due and payable, and the said en- tire principal and interest shall thereupon become and be immediately due and payable; subject, however, to the right of the holders of a majority in principal amount of said bonds by written notice to the Mortgagor and to the Trustee to annul such declaration and destroy its effect at any time before any sale hereunder, if before any such sale all bonds have been paid which by their terms have matured and all agreements with respect to which default shall have been made shall have been fully performed, and all arrears of interest upon all bonds outstanding hereunder and the reasonable expenses and charges of the Trustee, its agents and attorneys, and all 201 Article IX. other indebtedness secured hereby, except the principal of said bonds so declared due and the interest accrued thereon since the last interest day, shall be paid, or the amount thereof shall be paid to the Trustee for the benefit of those entitled thereto. Section 73. If the Mortgagor shall be in default as Right to provided in Section 72 hereof, the Mortgagor, upon de- P°® ses ' mand of the Trustee, shall, subject to the provisions of operate, the First Mortgage, forthwith surrender to the Trustee the actual possession of, and it shall be lawful for the Trustee by such officer or agent as it may appoint, to take possession of all the mortgaged property (with the books, papers and accounts of the Mortgagor), and to hold, op- erate and manage the same, and from time to time make all needful repairs, and such alterations, additions and improvements as to it shall seem wise; and to receive the rents, income, issues and profits thereof, and out of the same to pay all proper costs and expenses of so tak- ing, holding and managing the same, including reason- able compensation to the Trustee, its agents and counsel, and any charges of the Trustee hereunder, and any taxes and assessments and other charges prior to the lien of this indenture which the Trustee may deem it wise to pay, and all expenses of such repairs, alterations, addi- tions and improvements, and to apply the remainder of the moneys so received by it, first to the payment of the instalments of interest which are due and unpaid, in the order of their maturity, with interest after maturity at the same rate borne by the bonds which are overdue (except as otherwise provided in Section 33 hereof with respect to extended, pledged and transferred coupons), and next (if the principal of said bonds is not due) to the discharge of any overdue payments to the improve- ment and sinking fund; and, if the principal of said bonds is due, to the payment of said principal Article IX. 202 pro rata without any preference or priority whatever. Whenever all that is due upon such bonds and instal- ments of interest and improvement and sinking fund payments shall have been paid, the Trustee shall surren- der possession to the Mortgagor, its successors or as- signs; the same right of entry, however, to exist upon any subsequent default. Right of Section 74. If the Mortgagor shall be in default Si St piedged as provided in Section 72 hereof, it shall be lawful securities, for the Trustee, without previous demand upon the Mortgagor, upon the notice hereinafter provided, to sell such of the pledged securities as it may elect or as may be directed by the holders of the majority in prin- cipal amount of the bonds then outstanding hereun- der, as hereinafter provided in Section 77 hereof, either at public or private sale in its discretion, and upon any such sale the Trustee may assign, transfer and deliver such securities to the purchaser. Such no- tice in case of public sale shall state the time and place fixed therefor and in case of private sale shall state the broker’s board at which it is to be made and the day on which the securities will first be offered for sale there- on, and in each case shall be deemed sufficiently given if mailed at least thirty days before the date of sale in the City of New York, postage prepaid, addressed to the Mortgagor at No. 120 Broadway, City of New York, and at Birmingham, Alabama, or at such other address as the Mortgagor may have given to the Trustee for notices un- der this indenture. The Trustee shall not, however, be obliged to make any sale pursuant to such notice. The Trustee may adjourn such public sale or cause the same to be adjourned from time to time with- out publication, but upon ten days’ notice given as aforesaid, and such sale may be made at the time and place to which it may have been adjourned. At any such 203 Article IX. public sale the Trustee or any of the holders of bonds issued hereunder, or its or their agents or assigns, may bid for and purchase any of the securities offered for sale and upon compliance with the terms of sale may hold, re- tain and dispose of the securities purchased without fur- ther accountability. Section 75. If the Mortgagor shall be in default as Right of provided in Section 72 hereof, it shall be lawful ^™ s ^® rt t0 for the Trustee, by such officer or agent as it mayg a g ed prop- • • ertv appoint, with or without entry, to sell all the mort- gaged and pledged property, as an entirety or in such parcels as the holders of a majority in principal amount of bonds outstanding hereunder shall in writing re- quest, as provided in Section 77 hereof, or in the ab- sence of such request as the Trustee may determine, at public auction, at some convenient place in the City of Birmingham, Alabama, or such other place or places as may be permitted or required by law, having first given notice of such sale by publication in at least one news- paper published in the City of Birmingham, at least once a week for four weeks next preceding such sale, and by like publication in at least one daily newspaper pub- lished in the City of New York (in the Borough of Man- hattan), and any other notice which may be required by law, and from time to time to adjourn such sale or sales in its discretion without further notice except such as may be required by law, and upon such sale or sales to make and deliver to the purchaser or purchasers a good and sufficient deed or deeds or instruments of trans- fer for the same, which sale or sales shall be a perpetual bar, both at law and in equity, against the Mortgagor, and all persons and corporations lawfully claiming or to claim by, through or under it. Article IX. 204 Right of Trustee to institute judicial proceed- ings. Remedies cumulative. Delay in exercising rights — no waiver. Section 76. In case of the breach of any of the cov- enants or conditions of this indenture, the Trustee shall have the right and power to take appropriate judicial proceedings for the enforcement of its rights and the rights of the bondholders hereunder. If a default shall occur as defined in Section 72 hereof, the Trustee may either after entry, or without entry, proceed by suit or suits at law or in equity to enforce payment of the bonds then outstanding hereunder and to foreclose this mortgage and to sell the mortgaged and pledged property under the judgment or decree of a court of competent jurisdiction; and it shall be obligatory upon the Trus- tee to take action, either by such proceedings or by the exercise of its powers with respect to entry or sale, as it may determine, upon being requested so to do by the holders of twenty-five per cent. (25%) in principal amount of the bonds then outstanding hereunder and upon being indemnified as hereinafter provided. No bondholder or bondholders shall be entitled to take any such proceedings except in case of refusal or neglect of the Trustee to act after such continued breach and such request and tender of indemnity] as aforesaid. No remedy by the terms of this indenture conferred upon or reserved to the Trustee (or to the bondholders), is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative, and may be exercised, in so far as permitted by law, concurrently or without regard to sequence and shall be in addition to any other remedy given hereunder or now or here- after existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default continuing as aforesaid, shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein; and every such right and power may be exercised from time to time and as often as may be deemed expedient. 205 Article IX. Section 77. Anything in this indenture to the contrary Direction notwithstanding, the holders of a maj ority in principal of bond^^ 7 amount of the bonds then outstanding hereunder shall holders - have the right, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken for any sale of the mortgaged and pledged property, or for the foreclosure of this indenture, or for the appointment of a receiver, or any other proceedings hereunder ; pro- vided that such direction shall not be otherwise than in accordance with the provisions of law or of this indenture. Section 78. If the Mortgagor shall be in de- Appoint- fault as provided in Section 72 hereof, then upon the fil-™j^ r of re ' ing of a bill in equity, or other commencement of judicial proceedings to enforce the rights of the Trustee and of the bondholders under this indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the mortgaged property, and of the income, rents, issues and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. Section 79. Upon any sale being made either under the Bonds due power of sale hereby given or under judgment or decree ent of in any judicial proceedings for foreclosure or otherwise for the enforcement of this indenture, the principal of all bonds then outstanding hereunder shall at once become and be immediately due and payable. Section 80. Upon any sale made either under the Purchase by „ , , , i . i . , . bondholders power of sale hereby given or under judgment or decree m 0 r Trustee. any judicial proceedings for foreclosure or otherwise for the enforcement of this indenture, any bondholder or bondholders or the Trustee may bid for and purchase the mortgaged and pledged property or any thereof, and upon compliance with the terms of sale may hold, retain Article IX. 206 and possess and dispose of such property in their or its own absolute right without further accountability, and any purchaser at any such sale may, in paying purchase money, turn in any of the bonds and coupons outstanding hereunder in lieu of cash to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, subject however to the provisions in respect to extended, pledged and transferred coupons contained in Section 33 hereof. Said bonds and coupons, in case the amount so payable thereon shall be less than the amount due thereon, shall be returned to the holders thereof after being properly stamped to show partial payment. Purchaser protected by the re- ceipt of Trustee. Section 81 . Upon any sale made either under the power of sale hereby given or under judgment or decree in any judicial proceedings for the foreclosure or otherwise for the enforcement of this indenture, the receipt of the Trustee or of the officer making such sale shall be a suf- ficient discharge to the purchaser or purchasers at any sale for his or their purchase money and such purchaser or purchasers, his or their assigns or personal repre- sentatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such of- ficer therefor, be obliged to see to the application of such purchase money, or be in any wise answerable for any loss, misapplication or non-application thereof. Application of proceeds of sale un- der fore- closure. Section 82 . The proceeds of any sale made cither under the power of sale hereby given, or under judgment or decree in any judicial proceeding for the foreclosure or otherwise for the enforcement of this indenture, to- gether with any other amounts of cash which may then be held by the Trustee as part of the mortgaged and pledged property, shall be applied as follows: First . — To the payment of all taxes, assessments or liens prior to the lien of this indenture, except those subject to which such sale shall have been 207 Article IX. made, and of all the costs and expenses of such sale, including reasonable compensation to the Trustee, its agents and attorneys, and of all other sums payable to the Trustee hereunder by reason of any expenses or liabilities incurred or advances made in connection with the management or ad- ministration of the trusts hereby created; Second . — To the payment in full of the amounts then due and unpaid for principal and interest upon the bonds then outstanding hereunder, with interest on overdue instalments of interest at the same rate borne by the bonds which are overdue; and in case such proceeds shall be insufficient to pay in full the amounts so due and unpaid, then to the payment thereof ratably, without preference or priority of principal over interest, or of interest over principal, or of any instalment of interest over any other instalment of interest, except as provided in Section 33 hereof ; and Third . — Any surplus thereof remaining to the Mortgagor, its successors or assigns, or to whom- soever may be lawfully entitled to receive the same. Section 83. If the Mortgagor shall be in default as waiver of provided in Section 72 hereof, neither the Mortgagor nor^w^tc 0 ” any one claiming through or under it shall or will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in any locality where any of the mort- gaged and pledged property may be situated, in order to prevent or hinder the enforcement or foreclosure of this indenture, or the absolute sale of the mortgaged and pledged property hereby conveyed, or the final and absolute putting into possession thereof, immediately after such sale, of the purchaser or purchasers thereat. Article IX. 208 Mortgagor to pay prin- cipal and in- terest upon default. When Trus- tee may re- cover judg- ment. but the Mortgagor, for itself and all who may claim through or under it, hereby waives the benefit of all such laws. And the Mortgagor, for itself and all who may claim through or under it, waives any and all right to have the estates comprised in the security intended to be created hereby marshaled upon any foreclosure of the lien hereof, and agrees that any court having jurisdiction to foreclose such lien may sell the mort- gaged and pledged property as an entirety. Section 84. The Mortgagor covenants that if default ’shall be made in the payment of any principal hereby secured when the same shall become payable, whether by the maturity of said bonds or by declaration as au- thorized by this indenture, or in case of a sale as pro- vided in Section 79 hereof, then upon demand of the Trustee, the Mortgagor will pay to the Trustee, for the benefit of the holders of the bonds and coupons then outstanding hereunder, the whole amount due and payable on all such bonds and coupons for principal and interest, with interest upon the overdue principal and instalments of interest at the same rate borne by the bonds which are overdue ; and in case the Mortgagor shall fail to pay the same forthwith upon such demand, the Trustee in its own name and as trustee of an ex- press trust shall be entitled to sue for and to recover judgment for the whole amount so due and unpaid. The Trustee shall be entitled to sue and recover judg- ment as aforesaid either before or after or during the pendency of any proceedings for the enforcement of the lien of this indenture upon the mortgaged and pledged property, and in case of a sale of any of the mortgaged and pledged property and of the application of the pro ceeds of sale to the payment of the debt hereby secured, the Trustee in its own name and as trustee of an express trust, shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid upon any and 209 Article IX. all the bonds and coupons then outstanding hereunder, for the benefit of the holders thereof, and the Trustee shall be entitled to recover judgment for any portion of the debt remaining unpaid with interest. No recovery of any such judgment by the Trustee and no levy of any execution upon any such judgment upon any of the mort- gaged and pledged property or upon any other property, shall in any manner or to any extent affect the lien of this indenture upon the mortgaged and pledged property or any part thereof, or any rights, powers or remedies of the Trustee hereunder, or any lien, rights, powers or remedies of the holders of the said bonds, but such lien, rights, powers and remedies of the Trustee and of the bondholders shall continue unimpaired as before. Any moneys thus collected by the Trustee or received Application by the Trustee under this Section 84, shall be applied by collected 8 the Trustee, first, to the payment of the expenses, dis- bursements and compensation of the Trustee, and its agents and attorneys, and, second, toward payment of the amounts then due and unpaid upon such bonds and cou- pons in respect of which such moneys shall have been collected, ratably and without any preference or priority of any kind (except as provided in Section 33 hereof), 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 moneys, upon presentation of the several bonds and cou- pons and stamping such payment thereon, if partly paid, and upon surrender thereof, if fully paid. Section 85. It is expressly provided and declared, any Limitation provision of the bonds or coupons outstanding hereunder of°bond Rht or of this indenture to the contrary notwithstanding, that . hol ‘!® rs ! t0 ^ 07 institute pro- no holder of any bond or coupon shall have any right ceedings. to institute any suit, action or proceeding in equity or at law for the foreclosure of this indenture or for the execution of any trust hereof or for the appointment of Article IX. 210 Waiver period grace. a receiver or any other remedy hereunder, unless such holder shall have previously given to the Trustee written notice of such default and of the continuance thereof as hereinbefore provided nor unless also the holders of twenty-five per cent. (25%) in principal amount of the bonds then outstanding hereunder shall have made writ- ten request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; nor unless also they shall have offered to the Trustee adequate security and indemnity 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 at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this indenture, and to any action or cause of action for foreclosure or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more hold- ers of the bonds or coupons shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this indenture by his or their action or to en- force any right hereunder 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 outstanding bonds and coupons. Section 86. Anything to the contrary herein notwith- standing the Mortgagor shall be entitled, if permitted by law, to waive any period of grace provided for in this Article IX, if any, upon the expiration of which the Trus- tee may avail itself of the remedies herein contained. 211 Article X. ARTICLE X. Evidence of Rights of Bondholders and Ownership of Bonds. Section 87. Any request, declaration or other instru- instruments ment, which this indenture may require or permit to be^® c d uted by signed and executed by the bondholders, may be in anv hoMers - number of concurrent instruments of similar tenor, and may be signed or executed by such bondholders in person or by attorney appointed in writing. Proof of the execu- tion of any such request or other instrument, or of a writing appointing any such attorney, or of the holding by any person of the bonds or coupons appertaining thereto, may be accepted by the Mortgagor and/or the Trustee as sufficient for any purpose of this mortgage if made in the following manner: (a) The fact and date of the execution by any person of such request or other instrument or writing may be proved by the certificate of any notary public, or other officer authorized to take acknowledgments of deeds to be recorded in any State, that the person signing such request or other instrument acknowledged to him the execu- tion thereof, or by an affidavit of a witness of such execution ; (b) The amount of bonds transferable by de- livery held by any person executing such request or other instrument as a bondholder, and the issue numbers thereof, held by such person, and the date of his holding the same, may be proven by a certificate executed by any trust company, bank, bankers or other depositary wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such person had on deposit with such Article X. 212 depositary, the bonds described in such certificate. The Mortgagor and the Trustee may never- theless in their separate discretion require further proof in cases where they deem fur- ther proof desirable. The ownership of regis- tered bonds shall be proved by the registry books. Any request, consent or vote of the owner of any bond shall bind all future owners of the same instrument in respect of anything done or suf- fered by the Mortgagor or the Trustee in pursu- ance thereof. Bearer of coupon bond deemed to be owner. Person in whose name bond regis- tered deemed to be owner. Section 88. The Mortgagor and the Trustee may deem and treat the bearer of any coupon bond outstanding here- under, which shall not at the time be registered in the name of the owner thereof as hereinbefore authorized, and the holder of any coupon for interest on any such bond, whether such bond shall be registered or not, as the abso- lute owner of such bond or coupon, as the case may be, for the purpose of receiving payment thereof or on ac- count thereof and for all other purposes, and neither the Mortgagor nor the Trustee shall be affected by any notice to the contrary. The Mortgagor and the Trustee may deem and treat the person in whose name any registered bond without cou- pons outstanding hereunder shall be registered upon the books of the Mortgagor as hereinbefore provided, as the absolute owner of such bond for the purpose of receiving payment of or on account of the principal of and interest on such bond and for all other purposes, and they may deem and treat the person in whose name any coupon bond shall be so registered as the absolute owner thereof for the purpose of receiving payment of or on account of the principal thereof and for all other purposes, except to receive payment of interest represented by outstanding coupons ; and all such payments so made to any such reg- istered holder or upon his order, shall be valid and effec- tual to satisfy and discharge the liability upon such bond 213 Articles X and XI. to the extent of the sum or sums so paid, and neither the Mortgagor nor the Trustee shall be affected by any notice to the contrary. Neither the Mortgagor nor the Trustee shall be bound Mortgagor to recognize any person as the holder of a bond out-^ J e r q u u s ^f e e standing hereunder unless and until his bond is submit- bondholder ted for inspection, if required, and his title thereto satis- bond^for^m- factorily established, if disputed. spection. ARTICLE XI. Immunity of Incorporators, Stockholders, Officers and Directors. Section 89. No recourse under or upon any immunity of obligation, covenant or agreement contained in this tors ete a indenture, or in any bond or coupon hereby secured, or because of the creation of any indebted- ness hereby secured, shall be had against any in- corporator, stockholder, subscriber to capital stock, officer or director past, present or future of the Mort- gagor, or of any successor corporation, either directly or through the Mortgagor, by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any statute, contract of subscription or other- wise; it being expressly agreed and understood that this mortgage, and the obligations hereby secured, are solely corporate obligations, and that no personal liability whatever shall attach to, or be incurred by, the incor- porators, stockholders, subscribers to capital stock, offi- cers or directors of the Mortgagor, or of any 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 agree- ments contained in this indenture or in any of the bonds or coupons hereby secured, or implied therefrom; and that any and all personal liability of every name and Articles XI and XII. 214 nature, and any and all rights and claims against every such incorporator, stockholder, subscriber to capital stock, officer or director, whether arising at common law or in equity, or created by statute, contract of sub- scription or constitution, are expressly released and waived as a condition of, and as part of the consideration of, the execution of this indenture and the issue of the bonds and interest obligations secured hereby. ARTICLE XII. Effect of Merger, Consolidation, Etc. Mortgagor Section 90. Nothing in this indenture shall prevent soikiato” etc. an y consolidation or merger of the Mortgagor with or into any corporation (including a subsidiary company) having corporate authority to carry on any of the busi- nesses mentioned in paragraph (1) of Section 18 hereof, or any conveyance, transfer or lease, sub- ject to this indenture, of all the mortgaged and pledged property as an entirety to any corporation (in- cluding a subsidiary company) lawfully entitled to ac- quire or lease and operate the same; provided, however, and the Mortgagor covenants and agrees, that such con- solidation, merger, conveyance, transfer or lease shall be upon such terms as fully to preserve and in no respect to impair the lien, efficiency or security of this indenture, or any of the rights or powers of the Trustee or the bond- holders hereunder ; and provided, further, that any such lease shall be made expressly subject to immediate ter- mination by the Mortgagor or by the Trustee at any time during the continuance of a default hereunder, and also by the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made under the power of sale hereby conferred or under judicial pro- ceedings; and provided, further, that, upon any such con- solidation, merger, conveyance or transfer, or upon any 215 Article XII. such lease the term of which extends beyond the date of maturity of the bonds secured hereby, and then outstand- ing, the due and punctual payment of the princi- pal and interest of all of said bonds according to their tenor, and the due and punctual perform- ance and observance of all the covenants and con- ditions of this indenture to be kept or performed by the Mortgagor, shall be assumed by the corporation form- ed by such consolidation or into which such merger shall have been made, or acquiring all the mortgaged and pledged property as an entirety, as aforesaid, or by the lessee under any such lease the term of which extends beyond the date of maturity of the bonds secured hereby. Section 91. In case the Mortgagor, pursuant to Sec- Rights of tion 90 hereof, shall be consolidated with or merged corporation, into any other corporation, or shall convey or transfer, subject to the lien of this indenture, all the mortgaged and pledged property, as an entirety, the successor cor- poration formed by such consolidation, or into which the Mortgagor shall have been merged, or which shall have received a conveyance or transfer as aforesaid — upon executing and causing to be recorded an indenture with the Trustee, satisfactory to the Trustee, whereby such successor corporation shall assume and agree to pay, duly and punctually the principal and interest of the bonds issued hereunder in accordance with the provi- sions of said bonds and coupons and this indenture, and shall agree to perform and fulfill all the covenants and conditions of this indenture binding upon the Mortgagor — shall succeed to and be substituted for the Mortgagor, with the same effect as if it had been named herein as the mortgagor company, and such successor corporation thereupon may cause to be executed, issued and delivered, either in its own name or in the name of Alabama Power Company, any or all of such bonds which shall not there- tofore have been executed by the Mortgagor and certified Article XII. 216 Provisos. by the Trustee, and upon the order of such successor cor- poration in lieu of the Mortgagor, and subject to all the terms, conditions and restrictions in this indenture pre- scribed, concerning the certification and delivery of bonds, the Trustee shall certify and deliver any of such bonds which shall have been previously signed and de- livered by the officers of the Mortgagor to the Trustee for certification, and any of such bonds which such suc- cessor corporation shall thereafter, in accordance with the provisions of this indenture, cause to be executed and delivered to the Trustee for such purpose. All the bonds so issued shall in all respects have the same legal right and security as the bonds theretofore issued in accord- ance with the terms of this indenture as if all of said bonds had been certified and delivered at the date of the execution hereof. Provided, however, that as a condition precedent to the execution by such successor corporation and the certification and delivery by the Trustee of any such additional bonds in respect of the construction or ac- quisition by the successor corporation of additional plants, properties, permanent improvements, extensions or additions, the indenture with the Trustee to be ex- ecuted and caused to be recorded by the successor cor- poration as in this Section 91 provided, shall contain a conveyance or transfer and mortgage in terms sufficient to include such plants, properties, permanent improve- ments, extensions or additions; and provided further, that the lien created thereby shall have similar force, effect and standing as the lien of this indenture would have if the Mortgagor should not be consolidated with or merged into such other corporation or should not con- vey or transfer, subject to this indenture, all the mort- gaged and pledged property as an entirety, as aforesaid, to such successor corporation, and should itself acquire or construct said additional plants, properties, perma- nent improvements, extensions or additions, and request 217 Article XII. the certification and delivery of bonds under the pro- visions of this indenture in respect thereof. The Trustee may receive the certificate of any counsel selected by it (who may be of counsel to the Mortgagor) as conclusive evidence that any such indenture complies with the foregoing conditions and provisions of this Sec- tion 91. Section 92. In case the Mortgagor, pursuant to Sec- Limitation tion 90 hereof, shall be consolidated with or merged 111 into any other corporation, or shall convey or transfer, merger, subject to this indenture, all the mortgaged and pledged property as an entirety as aforesaid, neither this inden- ture nor the indenture with the Trustee to be executed and caused to be recorded by the successor corporation as in Section 91 hereof provided, shall become or be a lien upon any of the properties or franchises of the successor corporation except those acquired by it from the Mortgagor, and except permanent improvements, ex- tensions or additions appurtenant thereto, and the ad- ditional plants or properties, or permanent improve- ments, extensions or additions to or about the plants or properties of the successor corporation, made and used by it as the basis for the issue of additional bonds under this indenture as herein provided, and such franchises, repairs and additional property as may be acquired by the successor corporation in pursuance of the covenants herein contained to maintain, renew and preserve the franchises covered by this indenture and to keep and maintain the mortgaged property in good repair, working order and condition, or in pursuance of some other cov- enant or agreement hereof to be kept or performed by the Mortgagor. Section 93. The word “Mortgagor” whenever used in Definition of this indenture shall include such successor corporation so complying with the provisions hereof, and in such case Articles XII and XIII. 218 the certificates or resolutions of the board of directors or officers of the Mortgagor required by the provisions of this indenture may be made by like officials of such successor corporation. Qualifica- Any net earnings certificate, as defined in paragraph net? earnings (B) of Section 17 hereof, executed on behalf of certificate, such successor corporation shall, however, relate and be limited to the earnings of the mortgaged and pledged property, as computed in said paragraph ( B ), and not to property subject to any mortgage, lien or encumbrance thereon or affecting the title thereto prior to this indenture, except the First Mortgage, if then undischarged, taxes for the then current year and liens on property w T hich notwithstanding the existence of such liens has been made the basis for the certification and delivery of bonds pursuant to Sections 5 or 6 of Article II of the First Mortgage or to Sections 20 or 21 hereof. Surrender of Section 94. At any time prior to the exercise of any Mortgagor. P°wer by this Article XII reserved to the Mortgagor or a purchasing or successor corporation, the Mortgagor may surrender any such power by delivering to the Trustee an instrument in writing executed by its President or a Vice-President under its corporate seal attested by its Secretary or an Assistant Secretary, accompanied by the affidavit of its Secretary or an Assistant Secretary that the execution of such instrument was duly author- ized by the vote of two-thirds of its board of directors, ;ind thereupon the power so surrendered shall cease. ARTICLE XIII. Concerning the Trustee. Conditions Section 95. As a condition precedent to the acceptance of accept- • • ing trusts, of the trusts hereof by the Trustee, it is stipulated and agreed by and between the parties hereto and all holders 219 Article XIII. of the bonds and their appurtenant coupons issued here- under, as follows: (a) The recitals of fact herein and in said bonds Trustee not contained, (other than the certificate of the Trustee for 1 ’ metals on said bonds), shall be taken as the statements of or in other ' 7 respects. the Mortgagor and the Trustee assumes no respon- sibility for the correctness of the same. The Trus- tee makes no representation as to the value of the mortgaged and pledged property or any part thereof, or as to the title of the Mortgagor thereto, or as to the security afforded thereby and hereby, or as to the validity of this indenture or of the bonds or coupons issued hereunder, and the Trus- tee shall incur no responsibility in respect of such matters. ( b ) The Trustee shall be under no duty to file Trustee un- or record or cause to be filed or recorded this in-| 1 0 er fi] g 0 0 ‘. l " ty denture as a mortgage, conveyance or transfer of 1,6001 ' 1 inden - real or personal property, or otherwise, or to re- file or re-record or renew the same, or to procure any further, other, or additional instruments of further assurance, or to do any other act which may be suitable to be done for the better mainte- nance or continuance of the lien or security hereof, or for giving notice of the existence of such lien, or for extending or supplementing the same. The— nor liable Trustee shall not be liable for failure of the of' Mort-™ Mortgagor to insure or renew insurance or for£ a g ,,r t0 in ' ... . „ . sure, etc., the responsibility of insurers, or for the failure of the Mortgagor to pay any tax or taxes in respect of the mortgaged and pledged property, or any part thereof, or otherwise, nor shall the Trustee be under any duty in respect to any tax which may be assessed against it or the owners of the bonds outstanding hereunder in respect of the mort- gaged property. The Trustee shall be under no Article XIII. 220 — nor re- sponsible for disposition of bonds, etc. Trustee not responsible for acts of its attor- neys, agents, etc. Trustee may require in- demnity, — may as- sume no de- fault exists. responsibility or duty with respect to the dispo- sition of the bonds certified and delivered here- under or the application of the proceeds thereof or the application of any moneys paid to the Mort- gagor under any of the provisions hereof. The Trustee may certify and deliver bonds prior to the recordation of this indenture. (c) The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder, itself or by or through its attorneys, agents or em- ployees, and it shall not be answerable or account- able for any act, default, neglect, or misconduct of any such attorneys, agents or employees, if rea- sonable care has been exercised in appointment and retention, nor be otherwise answerable or ac- countable under any circumstances whatsoever, except for its own bad faith. ( d ) The Trustee shall be under no obligation or duty to perform any act hereunder or to insti- tute or defend any suit in respect hereof, unless properly indemnified to its satisfaction. The Trustee shall not be required to ascertain or in- quire as to the performance of any of the cove- nants or agreements herein contained on the part of the Mortgagor, and it shall not be required to take notice, or be deemed to have knowledge, of any default of the Mortgagor hereunder and it may conclusively assume that there has been no such default unless and until it shall have been specifically notified in writing of such default by the Mortgagor or the holders of not less than ten per cent. (10%) in principal amount of the bonds then outstanding hereunder. The Trustee shall not be under any obligation to take any action in respect of any default or otherwise, or towards the execution or enforcement of any of the trusts 221 Article XIII. hereby created, or to institute, appear in or defend— ? ot 1 r ®' any suit or other proceeding in connection there- take action with, unless requested in writing so to do by the®p^ pt re holders of twenty-five per cent. (25%) (or inquest, the case of action under Section 27 hereof fifteen per cent. (15%) ) in principal amount of the bonds then outstanding hereunder; but this provision shall not affect any discretionary power herein given to the Trustee. Except as herein otherwise provided, any notice How notice or demand which by any provision of this inden- Mortgagor, ture is required or permitted to be given or served by the Trustee on the Mortgagor shall be deemed to have been sufficiently given and served, for all purposes, by being deposited postage prepaid in a post-office letter box in the City of New York, addressed (until another address is filed by the Mortgagor with the Trustee) as follows: Ala- bama Power Company, Birmingham, Alabama. (e) The Trustee shall be protected in acting Trustee pro- upon any notice, resolution, request, consent, order, acting, certificate, report, opinion, bond, or other paper or document believed by it to be genuine and to have been signed by the proper party or parties. Whenever the existence or non-existence of any fact or other matter shall be material, the Trustee shall, unless herein elsewhere provided to the con- trary, be protected in acting or refraining from acting under any provision of this indenture, in relying upon a certificate as to the existence or non-existence of any such fact or matter signed by the President or a Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Mort- gagor, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such fact or Article XIII. 222 matter, or may require such further or additional evidence as to it may seem reasonable. Hie Trustee may consult with counsel, and the opinion of such counsel to it shall be full and complete authorization and protection in respect of any ac- tion taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The Trustee shall not be under any responsibility for the selection, appointment or approval of any engineer or counsel for any of the purposes expressed in this indenture. Ifpon any application for the certification and delivery of bonds hereunder or for the payment of any moneys held by the Trustee under any pro- vision of this indenture, or for the execution of any release, the resolutions, certificates, state- ments, opinions, reports and orders required by any of the provisions of this indenture to be de- livered to the Trustee as a condition of the grant- ing of such application may be received by the Trustee as conclusive evidence of any fact or mat- ter therein set forth and shall be full warrant, authority and protection to the Trustee acting on the faith thereof, not only in respect of the facts but also in respect of the opinions therein set forth; and before granting any such application the Trustee shall not be bound to make any further investigation into the matters stated in any such resolution, certificate, statement, opinion, report or order, unless requested in writing so to do by the holders of not less than ten per cent. (10%) in principal amount of the outstanding bonds and furnished with adequate security and indemnity against the costs and expenses of such examina- tion; but it may do so. If the Trustee shall deter- mine or shall be requested, as aforesaid, to make 223 Article XIII. such further inquiry, it shall be' entitled to examine When Trua- the boobs, records arid premises of the Mortgagor, make exam- either personally or by agent or attorney ; and un- inatlons - less satisfied with or without such examination of the truth and accuracy of the matters stated in such resolutions, certificate, statement, report or order, it shall be under no obligation to grant the application, except as provided by Section 27 hereof. If after such examination or other inquiry the Trustee shall determine to grant the application it shall not be liable for any action taken in good faith. The reasonable expense of every such examination shall be paid by the Mortgagor, or if paid by the Trustee shall be repaid by the Mortgagor, upon demand, with interest at the rate of six per cent. (6%) per annum, and such repayment shall be secured by a lien on the mort- gaged and pledged property and the proceeds thereof prior to the lien of the bonds and coupons issued hereunder. Except as herein otherwise expressly provided ^ow request, any request, direction or order of the Mortgagor Mortgagor mentioned shall be expressed by a resolution of p° egs e ed ex and its board of directors or the executive committee evidenced, of the Mortgagor, and the same shall be evi- denced to the Trustee by a copy thereof certified as such by the Secretary or an Assistant Sec- retary of the Mortgagor, and the Trustee may accept such copy as conclusive evidence of the adoption of such resolution and of the facts and statements therein contained. (/) Except as herein otherwise expressly pro- When Trus - vided the Trustee shall allow and credit to the interest. Mortgagor interest on any moneys received by it hereunder at such rates as it allows at the same time upon other deposits of similar character. Article XIII. 224 Compensa- tion of Trus tee. Resignation of Trustee. Removal of Trustee. ( g ) The Mortgagor shall pay to the Trustee from time to time a reasonable compensation for all services rendered hereunder, and also all its reasonable expenses, charges, counsel fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the administration and execution of the trusts hereby created, and the performance of its powers and duties hereunder. In default of such payments by the Mortgagor, the Trustee shall have a lien there- for on the mortgaged and pledged property and the proceeds thereof prior to the lien of the bonds and coupons issued hereunder. Section 96. The Trustee, or any successor or succes- sors hereafter appointed, or any of them, may at any time resign and be discharged of the trusts hereby created by giving written notice to the Mortgagor and thereafter publishing notice thereof, specifying a date when such resignation shall take effect, once a week for three (3) successive weeks in a daily newspaper published in the City of New York (in the Borough of Manhattan), and such resignation shall take effect upon the day specified in such notice (which may be before the expiration of such three weeks) unless previously a successor trustee shall have been appointed by the bondholders as herein- after provided, in which event such resignation shall take effect immediately on the appointment of such suc- cessor trustee. Section 97. The Trustee, or any successor or succes- sors hereafter appointed, may be removed at any time by an instrument or concurrent instruments in writing filed with the Trustee, or such successor Trustee, and signed by the holders of a majority in principal amount of the bonds then outstanding hereunder. 225 Article XIII. Section 98. In case at any time the Trustee, or an y^^ oi “f‘ successor or successors hereafter appointed, shall resign, Trustee, or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a re- ceiver of the Trustee or of any such successor or of its property shall be appointed, or if the Superintendent of Banks of the State of New York or other public officer shall take charge or control of the Trustee or of any such successor or of its property or affairs, a successor or suc- cessors may be appointed by the holders of a major- ity in principal amount of the bonds then outstanding hereunder, by an instrument or concurrent instruments in writing signed and acknowledged by such bondholders or by their attorneys in fact duly authorized, and de- livered to such new -trustee, notification thereof being given to the Mortgagor ; provided, nevertheless, that until a new trustee shall be appointed by the bondholders as aforesaid, the Mortgagor, by instrument executed by or- der of its board of directors and duly acknowledged by its proper officers, may appoint a trustee to fill such vacancy until a new trustee shall be appointed by the bondholders as herein authorized. The Mortgagor shall publish notice of any such appointment by it made once in each week for two (2) consecutive weeks, in a daily newspaper published in the City of Birmingham, Ala- bama, and in a daily newspaper published in the City of New York (in the Borough of Manhattan). Any new trustee appointed by the Mortgagor shall, immediately and without further act, be superseded by a trustee ap- pointed by the bondholders, as above provided. If in a proper case no appointment of a successor trus- tee shall be made pursuant to the foregoing provisions of this Article XIII within six months after a vacancy shall have occurred in the office of trustee, the holder of any bond outstanding hereunder or any retiring trustee may apply to any court of competent jurisdiction to ap- Article XIII. 226- point a successor trustee. Said court may thereupon after such notice, if any, as such court may deem proper and prescribe, appoint a successor trustee. Any trustee appointed under the provisions of this Article XIII in succession to the Trustee shall be a trust company organized under the laws of the State of New York or a national bank and having its principal office for the transaction of business in the Borough of Man- hattan, City of New York, having a capital and surplus aggregating at least five million dollars ($5,000,000), if there be such a trust company or national bank will- ing and able to accept the trust on reasonable and cus- tomary terms. New Trus- Section 99.. Any successor trustee appointed hereun- ecute ° instru- der shall execute, acknowledge and deliver to its predeces- ment of ac- sor trustee, and also to the Mortgagor, an instrument ac- etc. cepting such appointment hereunder, and thereupon such successor trustee, without any further act, deed or con- veyance shall become fully vested with all the estates, properties, rights, powers, trusts, duties, and obligations of its predecessor in trust hereunder, with like effect as if originally named as trustee herein; but the trustee ceasing to act, shall nevertheless, on the written request of the Mortgagor, or of the successor trustee, execute, acknowledge and deliver such instruments of convey- ance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor trustee all the right, title and interest of the trustee which it succeeds in and to the mortgaged and pledged property and such rights, powers, trusts, duties and obligations, and the trustee ceasing to act shall also, upon like request, pay over, assign and deliver to the successor trustee any money or other property subject to the lien of this mort- gage, including the pledged securities, which may then be in its possession. Should any deed, conveyance or in- 227 Article XIII. strument in writing from the Mortgagor be required by the new trustee for more fully and certainly vesting in and confirming to such new trustee such estates, rights, powers and duties, any and all such deeds, conveyances •and instruments in writing shall, on request, be executed, acknowledged and delivered by the Mortgagor. Section 10 ©. Any company into which the Trustee Merger of may be merged or with which it may be consolidated or Trustee - any company resulting from any merger or consolidation to which the Trustee shall be a party, provided such com- pany shall be a corporation organized under the laws of the State of New York or a national bank and have its principal office for the transaction of its business in the Borough of Manhattan in the City of New York, shall be the successor Trustee under this indenture, without the execution or filing of any paper or the performance of any further act on the part of any other parties hereto, any- thing herein to the contrary notwithstanding. In case any of the bonds contemplated to be issued hereunder shall have been certified but not delivered, any such successor trustee may adopt the certificate of authentication of the original Trustee or of any successor to it, as trustee hereunder, and deliver the same so authenticated; and in case any of said bonds shall not have been certified, any successor trustee may certify such bonds either in the name of any predecessor hereunder or in the name of the successor trustee, and in all such cases such cer- tificate shall have the full force which it is anywhere in said bonds or this indenture provided that the cer- tificate of the Trustee shall have. Articles XIV and XV. 228 Discharge of Mort- gage. Benefits of indenture confined to parties. ARTICLE XIV. Discharge of Mortgage. Section 101. The Trustee may, and upon re- quest of the Mortgagor shall, cancel and dis- charge the lien of these presents, and execute and deliver to the Mortgagor such deeds and instru- ments as shall be requisite to satisfy the lien hereof, and reconvey and transfer to the Mortgagor the mort- gaged and pledged property, whenever all indebtedness secured hereby shall have been paid, including all proper charges of the Trustee hereunder. For this purpose bonds for the purchase or redemption of which money shall have been set apart by or paid to the Trustee under the provisions of Articles V, VI, and VII hereof and matured bonds for the payment of which money shall have been deposited with the Trustee shall be deemed to be paid. ARTICLE XV. Miscellaneous. Section 102. Nothing in this indenture, expressed or implied, is intended or shall be construed, to confer upon or to give to, any person or corporation, other than the parties hereto and the holders of the bonds outstanding hereunder, any right, remedy, or claim under or by rea- son of this indenture or any covenant, condition or stipu- lation hereof ; and all the covenants, stipulations, prom- ises and agreements in this indenture contained by and on behalf of the Mortgagor shall be for the sole and ex- 229 Article XV. elusive benefit of the parties hereto, and of the holders of the bonds and of the coupons outstanding hereunder. Section 103. Whenever in this indenture either of the Successors parties hereto is named or referred to, this shall bef nd ^S 113 deemed to include the successors or assigns of such etc. party, and all the covenants and agreements in this in- denture contained by or on behalf of the Mortgagor or by or on behalf of the Trustee, shall bind and enure to the benefit of the respective successors and assigns of such parties, whether so expressed or not. The term “engineer” as used herein means a person or an engi- neering corporation. Section 104. This indenture may be simultaneously indenture executed in any number of counterparts, and all said exe ™ ted in J c 7 counter- counterparts executed and delivered, each as an original, parts, shall constitute but one and the same instrument. In witness whereof, the Alabama Power Company, Testi- party hereto of the first part, has caused its corporate monium - name to be hereunto affixed, and this instrument to be signed by its President or a Vice-President, and its cor- porate seal to be hereunto affixed and attested by its Sec- retary or an Assistant Secretary for and in its behalf; the United States Mortgage and Trust Company, party hereto of the second part, in token of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed by its President or a Vice-President and its corporate seal to be hereunto affixed and attested by its Secretary 230 or an Assistant Secretary, all as of the day and year first above written. [seal] Attest : Stephen A. Dawley, Assistant Secretary Alabama Power Company, By R. A. Mitchell, Vice-President. Signed, sealed and delivered by the Alabama Power Com- pany, in the presence of R. H. Sherman. W. J. Wittman, United States Mortgage and Trust Company, Trustee, By [seal] Attest : T. W. B. Middleton, Assistant Secretary. Calvert Brewer, Vice-President. Signed, sealed and delivered by the United States Mortgage and Trust Company, in the presence of R. H. Sherman. W. J. Wittman, 231 State of New York,^ ‘ County of New York, j 00 I, H. C. Ottiwell, a Notary Public in and for said county in said state, hereby certify that R. A. Mitchell, whose name as Vice-President of the Alabama Power Company, a corporation, is signed to the foregoing indenture, and who is known to me, ac- knowledged before me on this day that, being informed of the contents of said indenture, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and seal this 23rd day of June, 1921. H. C. Ottiwell, [seal] Notary Public, Kings County. Kings Co. Clerk’s No. 15. Kings Co. Register’s No. 2016. New York Co. Clerk’s No. 46. New York Register’s No. 2047. Commission Expires March 30, 1922. 232 State of New York,) County of New York,^’ 11 I, H. C. Ottiwell, a Notary Public in and for said county in said state, hereby certify that Calvert Brewer, whose name as Vice-President of the United States Mortgage and Trust Company, a corpora- tion, is signed to the foregoing indenture, and who is known to me, acknowledged before me on this day that, being informed of the contents of said indenture, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and seal this 23rd day of June, 1921. H. C. Ottiwell, [seal] Notary Public, Kings County. Kings Co. Clerk’s No. 15. Kings Co. Register’s No. 2016. New York Co. Clerk’s No. 46. New York Co. Register’s No. 2047. Commission Expires March 30, 1922. State of New York, 1 County of New York, ) ss ' No. 63389 Series B. Form 2 I, William F. Schneider, Clerk of the County of New York, and also Clerk of the Supreme Court in and for said County, Do Hereby Certify, That said Court is a Court of Record, having by law a seal; that H. C. Ottiwell, whose name is subscribed to the annexed certificate or proof of acknowledgment of the annexed instrument was at the time of taking the same a Notary Public acting in and for said county, duly commissioned and sworn, and qualified to act as such ; that he has filed in the Clerk’s Office of the County of New York a certified copy of his appointment and qualification as Notary Public for the County of Kings with his autograph signature; that as such Notary Public he was duly authorized by the laws of the State of New York to protest notes; to take and certify depositions; to administer oaths and affirma- tions; to take affidavits and certify the acknowledgment and proof of deeds and other written instruments for lands, tenements and hereditaments, to be read in evidence or recorded in this state; and further, that I am well acquainted with the handwriting of such Notary Public and verily believe that his signature to such proof or acknowledgment is genuine. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said Court at the City of New York, in the County of New York, this 23 day of June, 1921. William F. Schneider, Clerk. [seal] 233 State of Alabama, ( Autauga County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 11 o’clock A. M., and recorded in Mortgage Record 113, page 1 et seq., and examined. M. A. Graham, Judge of Probate. State of Alabama, \ Bibb County, j I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 3:15 o’clock P. M., and recorded in Mortgage Record 32, Page 1 et seq., and examined. W. J. Nicholson, Judge of Probate. State of Alabama, \ Calhoun County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 8:20 o’clock A. M., and recorded in Mortgage Record 246, Page 1, and examined. Thos. W. Coleman, Judge of Probate. 234 State of Alabama, \ Chambers County, f I hereby certify that the within mortgage and deed of trust was tiled in this office for record, June 27, 1921, at 4 o’clock P. M., and recorded in Mortgage Record 129, Page 1, and examined. Chas. E. Fuller, Judge of Probate. State of Alabama, j Cherokee County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 8 o’clock A. M., and recorded in Mortgage Record 79, Page 1, and examined. J. L. Savage, Judge of Probate. State of Alabama, } Chilton County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 25, 1921, at 5:30 o’clock P. M., and recorded in Mortgage Record 185, Page 1, and examined. L. H. Reynolds, Judge of Probate. 235 State of Alabama, £ Clay County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 9 o’clock A. M., and recorded in Mortgage Record 65, Page 95 et seq., and examined. C. S. Phillips, Judge of Probate. State of Alabama, \ Colbert County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 2 o’clock P. M., and recorded in Mortgage Record 101, Page 1, and examined. N. P. Tompkins, Judge of Probate. State of Alabama, \ Coosa County \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 2 o’clock P. M., and recorded in Mortgage Record 130, Page 1, et seq., and examined. Geo. H. Stewart, Judge of Probate. 236 State of Alabama, ( Dallas County, j I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 3:00 o’clock P. M., and recorded in Mortgage Record 273, Page 1 to 22 inc., and examined. W. M. Vaughan, Judge of Probate. State of Alabama, \ Dekalb County \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 9 o’clock A. M., and recorded in Mortgage Record 107, Page 1 et seq., and examined. Jas. A. Croley, Judge of Probate. State of Alabama, } Elmore County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 28, 1921, at 9 o’clock A. M., and recorded in Mortgage Record 342, Page 1, and examined. L. C. Smith, Judge of Probate. 237 State of Alabama, | Etowah County, j I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 25th, 1921, at 1 o’clock P. M., and recorded in Mortgage Record 130, Page 4 et seq., and examined. L. L. Herzberg, Judge of Probate. State of Alabama, \ Franklin County, £ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 1 o’clock P. M., and recorded in Mortgage Record 54, Page 161, and examined. A. W. Hargett, Judge of Probate. State of Alabama, \ Jackson County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 8 o’clock A. M., and recorded in Mortgage Record 99, Page 41 et seq., and examined. A. H. Moody, Judge of Probate. State of Alabama,*^ -Jefferson County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 25, 1921, at 2:40 o’clock P. M., and recorded in Mortgage Record 1101, Page 270, and examined this July 6th, 1921. J. P. Stiles, Judge of Probate. State of Alabama, ) ~ . . Jefferson County, \ Bessemer Division I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 25, 1921, at 4:10 o’clock P. M., and recorded in Mortgage Record 31, Page 155, and examined. J. P. Stiles, Judge of Probate. State of Alabama, \ Lauderdale County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, 27 June, 1921, at 10:20 o’clock A. M., and recorded in Mortgage Record 147, Page 1 to 22, and examined. J. F. Koonce, Judge of Probate. 239 State of Alabama, \ Lawrence County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 12:27 o’clock P. M., and recorded in Mortgage Record 200, Page 1 et seq., and examined. J. E. Kumpe, Judge of Probate. State of Alabama, } Lee County, \ 1 hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 11:30 o’clock A. M., and recorded in Mort- gage Record 139, Page 1, and examined. G. P. Butler, Judge of Probate. State of Alabama, ] Limestone County, j I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 11:40 o’clock A. M., and recorded in Mortgage Record 207, Page 1, and examined. Geo. Malone, Judge of Probate. 240 State of Alabama, \ Macon County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 8 o’clock A. M., and recorded in Mortgage Record 134, Page 1, and examined. M. B. Abercrombie, Judge of Probate. State of Alabama, \ Madison County, ( I hereby certify that the within mortgage and deed of trust was filed in this office for record, 27 June, 1921, at 11 o’clock A. M., and recorded in Mortgage Record 181, Page 1, and examined. Thos. W. Jones, Judge of Probate. State of Alabama, | Marshall County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 9:25 o’clock A. M., and recorded in Mortgage Record 72, Page 1, and examined. Gordon Gilbreath, Judge of Probate. 241 State of Alabama, ( Morgan County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27th, 1921, at 9 o’clock A. M., and recorded in Mortgage Record 290, Pages 1 to 22, and examined. L. P. Troup, Judge of Probate. State of Alabama, } Perry County, } I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 10 o’clock A. M., and recorded in Mortgage Record 244, Page 1 et seq., and examined. W. T. Harris, Judge of Probate. State of Alabama, \ Randolph County, ) I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 2:30 o’clock P. M., and recorded in Mortgage Record 63, Page 1-22 inclusive, and examined. John T. Heflin, Judge of Probate. 242 State of Alabama, [ Shelby County, \ I hereby certify that the within mortgage and deed of trust was tiled in this office for record, June 27, 1921, at 1:40 o’clock P. M., and recorded in Mortgage Record 135, Page 1, and examined. G. W. Weaver, Judge of Probate. State of Alabama, \ St. Clair County, \ Pell City I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 8 o’clock A. M., and recorded in Mortgage Record 216, Page 1 et seq., and examined. Perkins McClendon, Judge of Probate. State of Alabama, \ St. Clair County, \ I hereby certify that the within conveyance was filed in this office for record on the 27th day of June, 1921, at 4 o’clock P. M., and duly recorded in Mortgage Record No. 72, page one and examined. Perkins McClendon, Judge of Probate. 243 State of Alabama, \ Talladega County, f I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 10 o’clock A. M., and recorded in Mortgage Record 163, Page 1 et seq., and examined. E. H. Hammett, Judge of Probate. State of Alabama, ( Tallapoosa County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 11 o’clock A. M., and recorded in Mortgage Record 185, Page 1, and examined. W. G. Carleton, Judge of Probate. State of Alabama, \ Tuscaloosa County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 10 o’clock A. M., and recorded in Mortgage Record 231, Page 1 to 22, and examined. W. W. Brandon, Judge of Probate. 244 State of Alabama, ) Walker County, J I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 25, 1921, at 6:45 o’clock P. M., and recorded in Mortgage Record 232, Page 63 et seq., and examined. E. W. Long, Judge of Probate. State of Alabama, \ Winston County, \ I hereby certify that the within mortgage and deed of trust was filed in this office for record, June 27, 1921, at 3 o’clock P. M., and recorded in Mortgage Record 74, Page 1, and examined. Jno. S. Curtis, Judge of Probate.