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 BROOKLYN RAPID TRANSIT COMPANY 
 
 CENTRAL UNION TRUST COMPANY 
 OF NEW YORK. 
 
 llnbenture, 
 
 Dated July i, 1918, 
 
 Securing 
 
 # 57 > 735 >°oo Three-Year Seven Per Cent. Secured 
 Gold Notes, 
 
 Dated July 1, 1918, 
 
 Due July 1, 1921, 
 
 Interest payable January 1 and July 1. 
 
Digitized by the Internet Archive 
 in 2017 with funding from 
 
 University of Illinois Urbana-Champaign Alternates 
 
 https://archive.org/details/brooklynrapidtraOObroo 
 
Indenture, dated the first day of July, 1918, by and 
 between Brooklyn Rapid Transit Company (hereinafter termed 
 the Transit Company), party of the first part, and Central 
 Union Trust Company of New York, a corporation organized 
 and existing under the laws of the State of New York (herein- 
 after termed the Trustee), party of the second part. 
 
 The Transit Company is a corporation duly organized and 
 existing under the laws of the State of New York, having its 
 principal office and place of business and legal residence in the 
 Borough of Brooklyn, County of Kings, in said state, and is by 
 its certificate of incorporation and by law authorized to borrow 
 money and to issue its notes and other obligations therefor 
 and to secure the same by the pledge of bonds, notes and 
 other obligations and property. Heretofore and under date 
 of July 1, 1912, the Transit Company duly executed and 
 delivered to Central Trust Company of New York, as trustee, 
 its trust agreement securing an issue of Six-Year Five 
 Per Cent. Secured Gold Notes of the Transit Company, 
 dated July 1, 1912, and due July 1, 1918, of which 
 $57,735,000 face amount are now outstanding. In order 
 to provide for the renewal or extension in whole or in 
 part of said notes of the Transit Company maturing July 
 1, 1918 (hereinafter termed the Five Per Cent. Notes), the 
 Transit Company, pursuant to due corporate action, has 
 duly determined to create a new issue of notes to the aggre- 
 ^ gate principal amount of not exceeding $57,735,000, to be 
 known as its Three-Year Seven Per Cent. Secured Gold Notes 
 (hereinafter termed the Notes), of the character and secured as 
 provided in this Indenture. 
 
 The Notes and the coupons appurtenant thereto and the 
 Certificate of authentication of the Trustee thereon are to be 
 ^ substantially in the following forms respectively: 
 
 
 s 
 
2 
 
 [FORM of note.] 
 
 $ $ 
 
 No. No. 
 
 UNITED STATES OF AMERICA. 
 
 BROOKLYN RAPID TRANSIT COMPANY 
 Three-Year Seven Per Cent. Secured Gold Note. 
 
 Brooklyn Rapid Transit Company (hereinafter termed the 
 Trausit Company), for value received, hereby promises to pay 
 to the bearer, or, if this Note be registered, to the registered 
 holder hereof, dollars, in gold coin of the United 
 
 States of America, of or equal to the present standard of 
 weight and fineness, on the first day of July, 11)21, at the 
 office of Central Union Trust Company of New York, in the 
 Borough of Manhattan, in the City of New York, N. Y., and to 
 pay interest thereon from Jul} r 1, 1918, at the rate of seven per 
 centum per annum, at said office, in like gold coin, semi-annu- 
 ally, on the first day of January and the first day of July in 
 each year, but only upon presentation and surrender of the 
 coupons hereto annexed as they severally mature. Both the 
 principal and interest of this Note are payable without de- 
 duction for any tax or governmental charge (other than 
 Federal income taxes in excess of two per cent, per annum, 
 and other than any state or municipal income taxes) which 
 the Transit Company or the Trustee under the Indenture 
 hereinafter mentioned may be required to pay or to deduct 
 therefrom under any present or future law of the United 
 States of America, or of any state, county, municipality or 
 other taxing authority therein. This Note is one of an issue 
 of Notes limited to the aggregate principal amount of 
 $57,785,000, known as the Three-Year Seven Per Cent. 
 Secured Gold Notes of the Transit Company, all of like 
 
3 
 
 tenor ancl date, of the denominations of $1,000, $500 and 
 $100, and all issued under and equally secured by an In- 
 denture dated July 1, 1918. between the Transit Company 
 and Central Union Trust Company of New York, as Trustee, 
 hereinafter termed the Indenture. For the nature and extent 
 of the security and the terms and conditions upon which 
 the Notes are secured, reference is made to the Indenture. 
 The entire amount of Notes at any time outstanding, 
 or any part thereof less than all, is subject to redemp- 
 tion at the option of the Transit Company on any semi-annual 
 interest payment date on at least thirty days’ prior notice, at 
 the face value of said Notes and accrued interest, together 
 with a premium of one-lialf of one per cent, for each six 
 months from the date for which said Notes are called fox- 
 redemption to July 1, 1921, as provided in the Indenture. 
 The Notes of this issue of the denomination of $100 are 
 exchangeable for Notes of the denomination of $1,000, 
 when presented in amounts aggregating at face value $1,000, 
 as provided in the Indenture. This Note shall pass 
 by delivery unless registered in the name of the holder 
 on the books of the Transit Company at the office of 
 the Trustee in the Borough of Manhattan, in the City 
 of New York, such registry being noted on this Note by 
 the Trustee. After such registry no transfer shall be valid 
 unless made on said books by the registered holder in person 
 or by his attorney duly authorized aud similarly noted on this 
 Note, but this Note may be discharged from registry by a 
 transfer on said register to bearer and thereupon transfer- 
 ability by delivery shall be restoied. This Note may again, 
 from time to time, be registered or ti'ausferred to bearer. 
 Registration of this Note shall not affect the negotiability of 
 the coupons, which shall continue to be transferable by de- 
 livery. This Note shall not be valid or become obligatory for 
 any purpose until it shall have been authenticated by the cer- 
 tificate of the Trustee under the Indenture, hereon endorsed. 
 
4 
 
 In witness wiieiieof Brooklyn Rapid Transit Company 
 has caused this Note to he signed by its president or one of 
 its vice-presidents, and by its secretary or an assistant secre- 
 tary, and coupons for said interest to be attached thereto, as 
 of this first day of July, 1918. 
 
 Brooklyn Rapid Transit Company, 
 
 By 
 
 Attest : 
 
 Vice-President. 
 
 Assistant Secretary. 
 
 [form of interest coupon.] 
 
 No. $ 
 
 On the first day of , 19 , Brooklyn Rapid 
 
 Transit Company will pay to bearer, at the office of Central 
 Union Trust Company of New York, in the Borough of Man- 
 hattan, City of New York, N. Y., dollars, United 
 
 States gold coin, being. six months’ interest then due on its 
 Three-Year Seven Per Cent. Secured Gold Note No. 
 unless said Note shall have been called for previous re- 
 demption. 
 
 Treasurer. 
 
 [form of trustee’s certificate.] 
 
 This Note is one of the Notes described in the within- 
 mentioned indenture. 
 
 Central Union Trust Company of New York, 
 
 Trustee, 
 
 By 
 
5 
 
 The Transit Company, in further pursuance of due cor- 
 porate action, has determined that the Notes be secured as 
 herein provided, and has authorized the execution and delivery 
 of this Indenture. 
 
 All things necessary to make the Notes, when authenti- 
 cated by the Trustee and issued by the Transit Company, the 
 valid, binding and legal obligations of the Transit Company, 
 and to make this Indenture a valid, binding and legal inden- 
 ture for the security thereof, have been done and performed. 
 
 Now, therefore, this Indenture witnesseth, that 
 in order to secure the payment of all of the Notes at any 
 time issued and outstanding under this Indenture, according to 
 their tenor, purport and effect, as well the interest as the prin- 
 cipal thereof, and to secure the performance and observance of 
 all the covenants and conditions therein and herein contained, 
 and to declare the terms and conditions upon which the Notes are 
 issued, received and held, and for and in consideration of the 
 premises and of the acceptance or purchase of the Notes by the 
 holders thereof, and of the sum of one hundred dollars, lawful 
 money of the United States of America, to the Transit Com- 
 pany duly paid by the Trustee at or before the ensealing and 
 delivery of these presents, the receipt whereof is hereby ac- 
 knowledged, the Transit Company hath sold, assigned, trans- 
 ferred, pledged and set over, and by these presents doth sell, 
 assign, transfer, pledge and set over unto the Trustee, its 
 successors in the trust, and its and their assigns, the following 
 securities and property to be delivered to the Trustee from 
 time to time as hereinafter in this Indenture provided and 
 (subject to the terms and provisions of this Indenture regard- 
 ing the sale or other disposition of said securities and prop- 
 erty) to remain in the possession of the Trustee at its office 
 Number 80 Broadway, Borough of Manhattan, City, County 
 and State of New York : 
 
 (A) Five Per Cent. Notes of the Transit Company issued 
 under the trust agreement hereinbefore referred to and secured 
 
6 
 
 as hereinafter stated, to an amount equal at face value to the 
 face value of the Notes at the time authenticated and de- 
 livered under this Indenture; and/or cash to an amount equal 
 to the face value of the Notes so authenticated and delivered ; 
 said Five Per Cent. Notes are secured b} 7 the deposit and 
 pledge with the trustee under said trust agreement of the 
 following securities : 
 
 (1) $10,000,000 face amount of the First Refunding 
 Mortgage Gold Bonds of the Transit Company, bearing 
 interest at the rate of four per cent, per annum, (herein- 
 after termed the First Refunding Bonds) issued under its 
 First Refunding Mortgage to Central Trust Com pan} 7 of 
 New York as trustee, dated July 1, 1902, and bearing all 
 unmatured coupons. 
 
 (2) $57,735,000, face amount of the First Mortgage 
 Five Per Cent. Sinking Fund Gold Bonds (hereinafter 
 termed the First Mortgage Bonds), Series A, of New 
 York Municipal Railway Corporation (hereinafter 
 termed the Subway Company), bearing interest at the 
 rate of five per cent, per annum, issued under its First 
 Mortgage to Central Trust Company of New York as 
 trustee, dated July 1, 1012, and bearing all uumatured 
 coupons. The First Mortgage Bonds bear the endorse- 
 ment of New York Consolidated Railroad Company 
 (hereinafter termed the Railroad Company), guarantee- 
 ing and assuming aud agreeing to pay the principal aud 
 interest of said bonds aud the sinking fund provided 
 for in the mortgage securing the same, aud bear also 
 the endorsement of the Transit Company assuming and 
 agreeing to pay said principal, interest aud sinking fund. 
 
 The bonds mentioned and described in the preceding 
 paragraphs (1) and (2) aie assigned and pledged under this 
 Indenture subject to the pledge of said bonds with the trustee 
 under the trust agreement securing the Five Per Cent. Notes 
 of the Transit Company. 
 
7 
 
 (B) $29,000,000 face amount of the Consolidated and Re- 
 funding Mortgage Gold Bonds (hereinafter termed the Consol- 
 idated Bonds), Series A, of the Transit Company, bearing 
 interest at the rate of six per cent, per annum, issued under its 
 Consolidated and Refunding Gold Mortgage to Central Union 
 Trust Company of New York as trustee, dated June 1, 1918, 
 and bearing all unmatured coupons; or, in case of the authen- 
 tication and delivery hereunder of Notes to a face amount of 
 less than $57,735,000, a proportionately less amount of said 
 Consolidated Bonds. 
 
 (C) Such additional amount of Consolidated Bonds, bearing 
 all unmatured coupons, as shall be equal, at the face value of 
 said bonds, to expenditures made by the Transit Company 
 from time to time and at any time prior to the payment in full 
 of the principal and interest of the Notes out of the current 
 surplus earnings of the Transit Company for capital purposes 
 and for which the Transit Company may be or become entitled 
 to the authentication and delivery of Consolidated Bonds from 
 the trustee of the mortgage securing said bonds. 
 
 (D) Such additional amount of First Mortgage Bonds of 
 the Subway Company, bearing all unmatured coupons, and 
 bearing the endorsements referred to in paragraph (2) of clause 
 (A) of these granting clauses, as may from time to time and at 
 any time prior to the payment in full of the principal and in- 
 terest of the Notes be purchased or acquired by the Transit 
 Company out of its current surplus earnings. 
 
 To have and to hold all and singular said securities 
 and property (hereinafter some times termed the trust estate) 
 unto the Trustee and its successors in the trust and its 
 and their assigns forever ; 
 
 In trust, nevertheless, for the common and equal use, 
 benefit and security of all and singular the person or persons, 
 firm or firms, bodies politic or corpox-ate, who shall from time 
 to time be holders of any of the Notes or of the coupons 
 thereto appertaining, and without preference of any of the 
 
8 
 
 Notes over any of the others by reason of priority in the time 
 of issue or negotiation thereof or otherwise howsoever ; sub- 
 ject to the terms, provisions and stipulations in the Notes 
 and in this Indenture contained, and for the uses and purposes 
 and upon and subject to the terms, conditions, provisos and 
 agreements hereinafter expressed and declared, that is to say : 
 
 ARTICLE I. 
 
 Section 1. The Notes, together with the interest coupons 
 appertaining thereto, shall be substantially of the tenor and 
 purport above recited, and shall be of the denominations of 
 $1,000, $500 and $100. The amount of the Notes is limited, 
 so that there shall never be at any lime outstanding 
 under this Indenture Notes for an aggregate principal 
 sum of more than $ 57 , 735 , 000 . The Notes shall 
 from time to time be executed on behalf of the 
 Transit Company and delivered to the Trustee for authen- 
 tication by it. In case the officers who shall have signed any 
 of the Notes shall cease to be such officers of the Transit Com- 
 pany before the Notes so signed shall have been actually 
 authenticated and delivered by the Trustee, such Notes may, 
 nevertheless, be adopted by the Transit Company and be 
 authenticated and delivered and issued as though the persons 
 who signed such Notes had not ceased to be the officers of 
 the Transit Company. The coupons to lie attached to the 
 Notes shall be authenticated by a facsimile of the signa- 
 ture of the present treasurer or any future treasurer of the 
 Transit Company, and the Transit Company may adopt and 
 use for that purpose a facsimile of the signature of any person 
 who shall have been such treasurer, notwithstanding the fact 
 he may have ceased to be such treasurer at the time such 
 Notes shall be actually authenticated, delivered and issued. 
 Only such of the Notes as shall bear thereon a certificate of 
 authentication in substantially the form hereinbefore recited, 
 executed by the Trustee, shall be secured by this Indenture or 
 
9 
 
 entitled to any lien, right or benefit hereunder, and such 
 authentication of the Trustee upon any such Note executed 
 on behalf of the Transit Company shall be conclusive evi- 
 dence that such Note has been duly authenticated and de- 
 livered hereunder and that the same is entitled to the benefit 
 of the trust hereby created. Before authenticating or de- 
 livering any Note, the Trustee shall detach and cancel all 
 coupons thereon then matured. 
 
 Section 2. Notes of the denomination of $1,000 shall be 
 numbered consecutively from Ml upwards, and Notes of the 
 denomination of $500 shall be numbered consecutively from 
 D 1 upwards. In the case of the issue of Notes of the denomina- 
 tion of $100, the same serial number shall be borne by ten of 
 such Notes, the serial number to be immediately followed in 
 the case of one of such Notes by the letter A and in the case 
 of the others of such Notes by the letter B and consecutively 
 onwards, and every such Note of the denomination of $100 
 shall bear thereon an endorsement substantially to the follow- 
 ing effect : 
 
 For this Note and nine other Notes of the same 
 denomination and serial number bearing affixed letters 
 A to J, a Note for $1,000 is held in reserve and is not 
 contemporaneously outstanding ; and, on the surrender 
 and cancellation of ten $100 Notes, a Note for $1,000 
 will be issued in exchange therefor bearing the lowest 
 serial number reserved for such purpose. 
 
 At all times there shall be reserved unissued by the Transit 
 Company, for exchange for Notes of the denomination of 
 $100, an aggregate face amount of Notes of the denomination 
 of $1,000 equal to the aggregate face amount of Notes of the 
 denomination of $100 at the time issued and outstand- 
 ing. Wheuever ten Notes of the denomination of $100 
 each, endorsed as aforesaid, in negotiable form and having all 
 unmatured coupons attached thereto, shall be surrendered in 
 
10 
 
 exchange for a Note of the denomination of $1,000, the Transit 
 Company shall issue and the Trustee shall authenticate and 
 deliver a Note of the denomination of $1,000 with all unma- 
 tured coupons attached thereto and bearing the lowest serial 
 number tlieu reserved for any such exchange. In every case 
 of such exchange the Trustee shall forthwith cancel the sur- 
 rendered Note or Notes and coupons and shall deliver the 
 same to the Transit Company upon its written request therefor. 
 
 Section 3. The Notes shall be executed by the Transit 
 Company and delivered to the Trustee for authentication and 
 shall be authenticated and delivered by the Trustee from time 
 to time as follows : 
 
 Upon the delivery to the Trustee of a written order of the 
 Transit Company for the authentication and delivery of a 
 specified amount of Notes and upon the deposit and pledge 
 with the Trustee of 
 
 (1) Five Per Cent. Notes to an amount equal at 
 face value to the face value of the Notes specified in 
 such written order; and/or cash to an amount equal to 
 the face value of the Notes so specified ; and 
 
 ( 2 ) Consolidated Bonds, Series A, to an amount 
 bearing the same proportion to $'29,000,000 as the 
 amount of Notes specified in such written order bears 
 to $57,735,000 ; 
 
 the Trustee shall authenticate and delivei to or upon the order 
 of the Transit Company Notes hereby secured to an amount 
 equal to the aggregate of the face amount of Five Per Cent. 
 Notes and of the cash so delivered to the Trustee. 
 
 Any cash deposited with the Trustee as aforesaid shall be 
 released and paid by the Trustee from time to time to or upon 
 the written order of the Transit Company upon the deposit and 
 pledge with the Trustee of Five Per Cent. Notes (in addition 
 to those previously pledged hereunder) to an amount equal at 
 face value to the principal amount of the cash so released and 
 paid. Auy interest allowed by the Trustee upon any cash 
 
11 
 
 deposited with it as aforesaid shall be released and paid by 
 by the Trustee from time to time to or upon the order of the 
 Transit Company upon its written request therefor so long as 
 no default shall have been made by the Transit Company in 
 the observance or performance of any of the covenants or 
 agreements contained in this Indenture on the part of the 
 Transit Company to be observed or performed. 
 
 The Trustee shall be subrogated to all the rights and 
 remedies of the former holders of all Five Per Cent. Notes at 
 any time deposited and pledged with the Trustee under this 
 Indenture. 
 
 The Transit Company covenants that as soon as practi- 
 cable it will procure the satisfaction and discharge of the trust 
 agreement securing the Five Per Cent. Notes and the delivery 
 to and pledge with the Trustee hereunder of the bonds now 
 pledged under said trust agreement. In order to effect the 
 satisfaction and discharge of said trust agreement, the Trustee 
 hereunder may, upon the written request of the Transit 
 Company, cancel and surrender to the trustee under said 
 trust agreement the Five Per Cent. Notes held by the Trustee 
 hereunder, but upon the satisfaction and discharge of said trus< 
 agreement said Five Per Cent. Notes shall be returned to the 
 Trustee heimmder and held by it as part of the trust estate, 
 and notwithstanding the cancellation of said Five Per Cent. 
 Notes and the satisfaction and discharge of the trust agree- 
 ment securing the same the Trustee’s rights of subrogation 
 shall continue unimpaired as against the Transit Company to 
 the full extent necessary for the protection and security of the 
 Trustee hereuuder and of the holders of the Notes issued under 
 this Indenture. 
 
 Upon the delivery to and the pledge and deposit with the 
 Trustee hereunder of the bonds now pledged under the trust 
 agreement securing the Five Per Cent. Notes, the Trustee shall 
 release and pay to or upon the written order of the Transit 
 Company any and all amounts of cash, together with any in- 
 terest thereon allowed by the Trustee, previously deposited 
 
12 
 
 with the Trustee as provided in this Section 3 which shall not 
 theretofore have been released and paid by the Trustee as 
 hereinbefore provided. 
 
 Section 4. The Transit Company shall keep, at the office 
 of the Trustee, in the Borough of Manhattan, in the City 
 and State of New York, books for the registration and transfer 
 of the Notes, and such books shall, at all reasonable times, be 
 open for inspection by the Trustee or by any holder of the 
 Notes; and, upon presentation for such purpose at said office 
 of any Note or Notes entitled to be there registered, the Transit 
 Company will register or cause to be registered therein, as 
 hereinafter provided, the Note or Notes so presented, under 
 such reasonable regulations as it may prescribe, but without 
 charge. 
 
 Section 5. The holder of any Note may have the owner- 
 ship thereof registered on said books of the Transit Company 
 at said office in the Borough of Manhattan, in the City of New 
 York, and such registration noted on the Note. After such 
 registration, no transfer shall be valid unless made on said 
 books at such office by the registered holder in person or bv 
 his attorney duly authorized, and similarly noted on the Note, 
 but such Note may be discharged from registry by being in 
 like manner transferred to bearer, after which it shall again be 
 transferable by delivery, and such Note may again from 
 time to time be registered or transferred to bearer as before. 
 Registration of any Note shall not affect the negotiability of 
 the coupons belonging to such Note, but every such coujiou 
 shall continue to be transferable by delivery merely and shall 
 remain payable to bearer. 
 
 Section (5. As to any Note registered as to principal, the 
 person in whose name such Note shall be registered shall, for 
 all purposes of this Indenture, be deemed and regarded as 
 the owner thereof, and payment of the principal of such 
 Note shall be made only to or upon the order of the registered 
 
13 
 
 owner thereof, but such registration may be changed as above 
 provided. All such payments shall be valid and effectual to 
 satisfy and discharge the liability upon such Note to the 
 extent of the sum or sums so paid. The Transit Company 
 and the Trustee may deem and treat the bearer of any Note 
 which shall not at the time be registered as to principal, and 
 the bearer of any coupon for interest upon any Note, whether 
 such Note shall be registered or not, as the absolute owner of 
 such Note or of such coupon, for the purpose of receiving 
 payment thereof and for all other purposes whatsoever, and 
 neither the Transit Company nor the Trustee shall be affected 
 by any notice to the contrary. 
 
 Section 7. In case any Note, with the coupons thereto 
 appertaining, shall become mutilated or be destroyed or lost, 
 the Transit Company in its discretion may issue, and thereupon 
 the Trustee shall authenticate and deliver, a new Note of like 
 tenor, date and denomination, bearing the same serial number, 
 in exchange and substitution for, and upon cancellation of, the 
 mutilated Note and its coupons, or in lieu of and substitution 
 for the Note and its coupons so destroyed or lost. The appli- 
 cant for such substituted Note shall furnish to the Transit 
 Company and to the Trustee evidence of the destruction or 
 loss of such Note and its coupons so destroyed or lost, which 
 evidence shall be satisfactory to the Transit Company and to 
 the Trustee in their discretion ; said applicant shall also 
 furnish indemnity satisfactory to both of them in their discre- 
 tion and shall comply with such other reasonable regulations 
 as the Transit Company and the Trustee may prescribe. 
 
 Section 8. Pending the preparation of the definitive Notes 
 the Transit Company may execute and deliver temporary 
 printed or lithographed Notes, substantially in the form of the 
 Notes hereinbefore recited, either payable to bearer or to the 
 registered holder thereof, and in the denomination of one 
 hundred dollars or any multiple thereof, and either with or 
 without coupons. Each temporary Note shall bear upon its 
 
14 
 
 face the words “Temporary Note, exchangeable for a like 
 principal amount of definitive Notes.” 
 
 The temporary Notes shall be authenticated and delivered 
 by the Trustee in the same manner and subject to the same 
 restrictions as herein provided for the definitive Notes and 
 the certificate of authentication of the Trustee upon any such 
 temporary Note shall be conclusive evidence that such tem- 
 porary Note has been duly authenticated and delivered here- 
 under and that the same is entitled to the benefit of the trust 
 hereby created. 
 
 The temporary Notes authenticated and delivered here- 
 under shall be exchangeable without charge for a like 
 principal amount of definitive Notes to be issued here- 
 under, and immediately upon any such exchange the tem- 
 porary Notes surrendered shall be cancelled by' the Trustee, 
 and shall be delivered to the Transit Company upon its written 
 demand therefor. Until so exchanged the temporary Notes 
 authenticated and delivered hereunder in all respects shall be 
 entitled to the benefits and security of this Indenture as Notes 
 issued and outstanding thereunder. 
 
 ARTICLE II. 
 
 Section 1. At the election of the Transit Company and on 
 notice of such election given in the manner herein provided, all 
 of the Notes at any time issued and outstanding, or any part 
 thereof less than all, may be redeemed on any semi-annual in- 
 terest payment date, at the face value of said Notes and accrued 
 interest, together with a premium of one-half of one per cent, 
 for each six months from the date for which said Notes are 
 called for redemption to July 1, 1921, that is to say : 
 
 On January 1, 1919, at 102£, and accrued interest. 
 
 “ July 1, 1919, “ 102, “ 
 
 “ January 1, 1920, “ 104, “ 
 
 “ July 1, 1920, “ 101, “ 
 
 “ January 1, 1921, “ 100£, “ “ “ 
 
15 
 
 Section 2. Notice of any election of the Transit Company 
 to redeem, as aforesaid, all of the Notes at any time issued 
 and outstanding, or any part thereof less than all, shall be 
 given by publication of such notice in two daily news- 
 papers of general circulation in the Borough of Manhattan, 
 in the City of New York, twice a week for four successive 
 weeks, the first publication to be at least thirty days prior to 
 the day on which said redemption is to be made, stating 
 such election on the part of the Transit Company, the 
 date of redemption, that the Transit Company has called 
 for redemption Notes to the amount set forth in such 
 notice and, in case less than all of the Notes are to be redeemed, 
 the serial numbers of the Notes to lie redeemed (such num- 
 bers to be drawn by lot by the Trustee), that the interest on 
 the Notes so called for redemption will cease on the day so 
 fixed for the redemption thereof, and requiring that the Notes 
 be then presented for redemption at the office of the Trustee 
 in the Borough of Manhattan, in the City of New York. A 
 similar notice shall be sent by the Transit Company through 
 the mails, postage prepaid, at least thirty days prior to the 
 date so fixed for redemption, to all registered holders of 
 Notes whose addresses shall appear upon the transfer register, 
 directed to them at such addresses. The principal of all of 
 the Notes so called for redemption shall become due and 
 payable on the day so fixed for the redemption thereof, and, 
 notice having been so given, the interest on the Notes so called 
 for redemption shall cease on the day so fixed for the redemp- 
 tion thereof. On presentation, in accordance with said notice, 
 of the Notes so called for redemption, in negotiable form, with 
 the coupon maturing on the day fixed for such redemption and 
 all subsequent coupons, and on the surrender thereof, the Notes 
 so called for redemption shall be paid by the Transit Company 
 with accrued interest to the date of such redemption and with 
 the premium above mentioned. If not so paid on presentation 
 thereof, such Notes shall continue to bear interest at the rate 
 of seven per cent, per annum. 
 
in 
 
 On deposit with the Trustee of the amount necessary so 
 to redeem all the Notes outstanding (including interest and 
 premium) and proof satisfactory to the Trustee of the due 
 publication and mailing of notice of redemption thereof 
 and of the payment of all interest coupons matured prior 
 to the date fixed for such redemption or making provision 
 for the payment of such past due coupons satisfactory to the 
 Trustee, and upon payment of all costs, charges and expenses 
 incurred by the Trustee and of a reasonable compensation to 
 the Trustee, the Trustee shall cancel and satisfy this Inden- 
 ture, and, on written demand of the Transit Company and at 
 its cost and expense, shall assign and deliver the trust estate to 
 the Transit Company. The Trustee shall apply the moneys so 
 deposited with it to the payment of the Notes at the rate 
 aforesaid, with accrued interest to the day designated for 
 redemption, and shall in no event be liable beyond the amount 
 so deposited with it, nor for the giving or manner of giving 
 such notice of redemption. 
 
 All Notes and coupons redeemed under the provisions 
 of this Indenture shall be cancelled and shall, on its 
 written request, be delivered to the Transit Company, and no 
 Notes shall be issued in lieu thereof. 
 
 Section 3. On the redemption as provided in this Article 
 II of any part less than all of the Notes, or on the de- 
 posit with the Trustee of an amount in cash necessary 
 to effect such redemption (including interest and premium), 
 together with proof satisfactory to the Trustee of the 
 due publication and mailing of notice of such redemption, 
 the Trustee shall release and deliver to or upon the written 
 order of the Transit Company an amount of bonds of each of 
 the classes then deposited and pledged with the Trustee here- 
 under as shall bear as nearly as may be to the total amount of 
 the bonds of each of said classes so deposited and pledged the 
 same proportion as the amount of Notes so redeemed or called 
 
17 
 
 for redemption bears to the total amount of Notes then issued 
 and outstanding. 
 
 Section 4. The Transit Company shall have the right 
 at any time and from time to time to surrender to the 
 Trustee for cancellation Notes issued hereunder, in negoti- 
 able form with all unmatured coupons, and upon the 
 delivery to the Trustee of any Notes and coupons so 
 surrendered, the Trustee shall forthwith cancel the Notes 
 and coupons so surrendered and shall thereupon release and 
 deliver to or upon the written order of the Transit Company 
 an amount of bonds of each of the classes then deposited and 
 pledged with the Trustee hereunder as shall bear as nearly 
 as may be to the total amount of the bonds of each of said 
 classes so deposited and pledged the same proportion as the 
 amount of Notes so surrendered and cancelled bears to the 
 total amount of Notes then issued and outstanding. 
 
 All Notes and coupons surrendered to the Trustee as above 
 provided shall upon the cancellation thereof be delivered to 
 the Transit Company upon its written request therefor, and 
 no Notes shall be issued in lieu thereof. 
 
 ARTICLE III. 
 
 Section 1. The Trustee is authorized in its discretion, 
 and without any obligation so to do, to cause to be regis- 
 tered in its name as Trustee any and all coupon bonds 
 which the Trustee shall receive as security under any of 
 the provisions of this Indenture. The Trustee shall cause 
 to be transferred into its name as Trustee any registered 
 bonds which shall be delivered to the Trustee or which it shall 
 receive on the trusts hereof. 
 
 Upon the delivery to the Trustee of the First Refunding 
 Bonds specified in paragraph (1) of clause (A) of the granting 
 clauses of this Indenture, the Trustee shall deliver said bonds 
 to the trustee under the mortgage securing the Consolidated 
 
18 
 
 Bonds referred to in clause (B) of said granting clauses in ex- 
 change for a like face amount of said Consolidated Bonds, 
 Series A, and the Consolidated Bonds so received by the 
 Trustee in exchange for such First Refunding Bonds shall 
 thereupon be held by the Trustee as part of the trust estate 
 under this Indenture. The Transit Company covenants that 
 it will issue and will deliver or cause to be delivered to the 
 Trustee the Consolidated Bonds to be received by the Trustee 
 in exchange for First Refunding Bonds as herein provided. 
 
 Section 2. Unless and until (1) there shall be a default 
 in the payment of the interest or of the principal of some one 
 or more of the Notes, or (2) there shall be a default in the 
 payment of the interest or of the principal of some one or 
 more of the First Mortgage Bonds of the Subway Com- 
 pany, or in the payment of the sinking fund provided 
 for in the mortgage securing said bonds, or (3) there shall 
 be a default in the payment of the interest or of the 
 principal of some one or more of the First Refunding Bonds 
 or of the Consolidated Bonds while any of said First Re- 
 funding Bonds or of said Consolidated Bonds constitute part 
 of the trust estate, or (4) a receiver of the Transit Company 
 or of its property or of the Subway Company or of its property 
 or of the Railroad Company or of its property shall have 
 been lawfully appointed, or (5) default shall be made 
 under tlie contract and lease referred to in and pledged 
 under the First Mortgage of the Subway Company, 
 which default under the terms of said contract and 
 lease is such that the City of New York may terminate 
 said lease and provided such last mentioned default shall 
 continue after notice thereof given by said City for two- 
 thirds of the period on the expiration of which the City 
 may so terminate said lease, and provided also that in the 
 judgment of the Trustee action in good faith shall not have 
 been taken and prosecuted with sufficient diligence to reason- 
 ably assure the curing of such default within said period — 
 
19 
 
 the Trustee shall not, except with the consent of the Transit 
 Company, be entitled to collect any of the interest on the 
 pledged securities, and the Trustee shall, as they mature, cut 
 off and cancel the coupons on any coupon bonds of the Transit 
 Company constituting part of the trust estate and, on the 
 written demand of the Transit Company, deliver such cou- 
 pons so cancelled to the Transit Company, and the Trustee 
 shall, as they mature, cut off and deliver to the Transit Com- 
 pany, uncancelled, the coupons appertaining to the First Mort- 
 gage Bonds of the Subway Company pledged hereunder. If 
 any such coupons appertaining to First Mortgage Bonds of 
 the Subway Company delivered to the Transit Company as 
 aforesaid shall not be forthwith cancelled, the Transit Com- 
 pany covenants that it will forthwith return the same to the 
 Trustee, and in case of the payment of any such coupons the 
 Transit Company shall upon demand of the Trustee furnish to 
 the Trustee satisfactory evidence of the cancellation and ex- 
 tinguishment thereof. 
 
 Section 3. In case one or more of the events specified in 
 clauses (1), (2), (3), (4) and ( 5 ) of the preceding Section 2 shall 
 happen, then and in any such event the Trustee shall be en- 
 titled, so long as any such event shall continue, in addition to 
 the other rights and remedies of the Trustee provided in this 
 Indenture, to receive and collect the interest on the pledged 
 securities and to enforce, collect and receive the in- 
 terest and principal of any and all bonds and other 
 securities then held by the Trustee as part of the trust 
 estate pursuant to the provisions of the mortgages securing 
 said bonds and other securities respectively. All sums so 
 collected or received by the Trustee, after deducting all expenses 
 incurred by the Trustee in the premises, shall be applied by the 
 Trustee as follows : In case the principal of the Notes shall not 
 have become due, first, to the payment of any interest in default 
 upon the Notes in the order of the maturity of the instal- 
 ments of such interest, with interest thereon at the rate 
 
20 
 
 of seven per cent, per annum, such payments to be made to the 
 persons entitled thereto without discrimination or preference ; 
 second, to the payment of any other sums that then shall be 
 due and payable by the Transit Company under the pro- 
 visions of this Indenture ; and third, the surplus, if any, shall 
 be paid to the Transit Company upon its w.itten request 
 therefor if the Transit Company be not then in default under 
 this Indenture. In case the principal of the Notes shall have 
 become due by declaration or otherwise, then, to the payment 
 of the accrued interest, with interest on the overdue instal- 
 ments of such interest at the rate of seven per cent, per 
 annum, and to the pa 3 T meut of the principal of the Notes, such 
 payment in every case to be made ratably to the persons 
 entitled to such payment without any discrimination or 
 preference — any surplus remaining after payment of 
 all such sums and of any other sums that then shall be 
 due and payable by the Transit Company under the provisions 
 of this Indenture to be paid to the Transit Company, upon its 
 written request therefor. These provisions, however, are not 
 intended to modify the provisions of Section 1 of Article IV 
 and of Section 2 of Article V of this Indenture, but are sub- 
 ject thereto. After any default of the character specified in 
 said clauses (1), (2), (3), (4) and (5) of the preceding Section 2 
 shall have been made good, and if the Transit Company be 
 not then in default under any of the provisions of this Inden- 
 ture, the right of tne Transit Company to receive and col- 
 lect the interest on the pledged securities, and the duty of the 
 Trustee to cut off and cancel the coupons on any coupon bonds 
 of the Transit Company constituting part of the trust estate 
 and to deliver such coupons so cancelled to the Transit Com- 
 pany, and the duty of the Trustee, as they mature, to cut off 
 and deliver to the Transit Company, uncancelled, the coupons 
 appertaining to the First Mortgage Bonds of the Subway Com- 
 pany pledged hereunder, shall revive and shall continue as 
 though no such default had been made. 
 
21 
 
 Section 4. In case any of the First Mortgage Bonds of the 
 Subway Company at any time held by the Trustee hereunder 
 shall be drawn for redemption or purchase, pursuant to the 
 provisions of the mortgage securing the same constituting a 
 sinking fund for the redemption of the First Mortgage Bonds, 
 the Trustee may surrender the First Mortgage Bonds held here- 
 under so drawn for redemption or purchase upon the receipt of 
 the face amount thereof, together with the premium of seven and 
 one-half per cent, payable thereon. All amounts so received by 
 the Trustee shall be held by it as additional security for the 
 outstanding Notes and applied by the Trustee upon the writ- 
 ten request of the Transit Company either to the redemption 
 of Notes as provided in Article II of this Indenture or to 
 the purchase of outstanding Notes at such price or prices as 
 may be designated in such request, not exceeding, however, 
 the amount at which such Notes would be subject to redemp- 
 tion if the same should be called for redemption on the then 
 next succeeding semi-annual interest payment date. All Notes 
 so acquired by the Trustee shall forthwith be cancelled by it 
 and delivered to the Transit Company upon its written request 
 therefor, and no Notes shall be issued in lieu thereof. 
 
 ARTICLE IV. 
 
 Section 1 . No coupon belonging to any Note which in any 
 way, at or after maturity, shall have been transferred or 
 pledged separate and apart from the Note to which it relates 
 shall, unless accompanied by such Note, be entitled, in case 
 of a default hereunder, to any benefit of or from 
 this Indenture, except after the prior payment in 
 full of the principal of all the Notes and of all coupons 
 not so transferred or pledged. In case the time for pay- 
 ment of any coupon shall be extended, whether or not such 
 extension be by or with the consent of the Transit Com- 
 pany, such coupon shall not be entitled in case of default 
 hereunder to any benefit of or from this Indenture, except 
 
22 
 
 after the prior payment in full of the principal of all the 
 Notes then outstanding, and of all coupons on such Notes 
 the payment of which shall not have been so extended, with 
 interest on overdue instalments of interest at the rate of seven 
 per cent, per annum. 
 
 Section 2. If one or more of the following events, herein- 
 after termed the events of default, shall happen, that is to say : 
 
 (a) default shall be made in the payment of any 
 instalment of interest on any of the Notes when and as 
 the same shall become payable, as therein and herein 
 expressed, and such default shall continue for the space 
 of ten days ; 
 
 (b) default shall be made in the payment of the 
 principal of any of the Notes when the same shall 
 become due and payable, whether at maturity or by 
 declaration or otherwise ; 
 
 (c) default shall be made in the observance or 
 performance of any of the covenants and agreements 
 on the part of the Transit Company contained in 
 Section 11 of Article V of this Indenture ; 
 
 (d) default shall be made in the observance or per- 
 formance of any other of the covenants, conditions and 
 agreements on the part of the Transit Company, its 
 successors or assigns, in the Notes or in this Indenture 
 contained, and such default shall continue for the space 
 of thirty days after notice in writing of such default ; 
 
 (e) default shall be made in the payment of any 
 instalment of interest when the same shall become 
 payable on any bonds issued under or secured by the 
 First Mortgage of the Subway Company, or in the pay- 
 ment of the sinking fund provided for in said mortgage, 
 and such default shall continue for the period of ten 
 days ; or default shall be made in the payment of 
 the principal of any of such bonds when the same 
 shall become due and payable, whether at maturity 
 
23 
 
 or by declaration or otherwise ; or default shall be 
 made in the observance or performance of any of the 
 covenants or provisions of said First Mortgage and shall 
 continue for such period, if any, as shall entitle the 
 trustee thereunder in accordance with the provisions 
 thereof to commence any action or proceeding or to assert 
 or enforce any right ; 
 
 (f) default shall be made in the payment of any in- 
 stalment of interest when the same shall become pay- 
 able on any bonds issued under or secured by the First 
 Refunding Mortgage or the Consolidated and Re- 
 funding Gold Mortgage of the Transit Company 
 while any of the bonds of either of said issues consti- 
 tute part of the trust estate, and such default shall 
 continue for such period, if any, as shall entitle the 
 trustees under said respective mortgages, in accordance 
 with the provisions thereof, to commence any action or 
 to assert any right thereunder ; or default shall be 
 made in the payment of the principal of any of such 
 bonds when the same shall become due and payable, 
 whether at maturity or by declaration or otherwise ; or 
 default shall be made in the observance or performance 
 of any of the covenants or provisions of the First Re- 
 funding Mortgage or of the Consolidated and Refunding 
 Gold Mortgage and shall continue for such period, if 
 any, as shall entitle the trustees under said respective 
 mortgages in accordance with the provisions thereof to 
 commence any action or proceeding or to assert or 
 enforce any right ; 
 
 (g) default shall be made under the contract and 
 lease referred to in and pledged under the mortgage 
 of the Subway Compauy securing the First Mortgage 
 Bonds, which default under the terms of said contract 
 and lease is such that the City of New York may termi- 
 nate said lease, and provided such last mentioned 
 default shall continue after notice thereof given by 
 
24 
 
 said City for two-thirds of the period on the expiration 
 of which the City may so terminate said lease, and pro- 
 vided also that in the judgment of the Trustee action in 
 good faith shall have not been taken and prosecuted 
 with sufficient diligence to reasonably assure the curing 
 of such default within said period on the expiration 
 of which the City may so terminate said lease ; 
 
 (/>) a receiver shall be lawfully appointed of the 
 Transit Company or of its property, or of the Subway 
 Company or of its property, or of the Railroad Com- 
 pany or of its property ; 
 
 then and in any such case, the Trustee, by notice in writing 
 delivered to the Transit Company, may, and shall upon the 
 written request either of the holders of not less than twenty- 
 five per cent, in amount of the Notes at the time outstanding, 
 or of any one holder of not less than ten per cent, in amount 
 of said Notes who shall have been the holder of Notes to that 
 amount for at least six months next preceding the delivery of 
 such notice, declare the principal of all the Notes, if not al- 
 already due and payable, to be forthwith due and payable, and, 
 upon any such declaration, the same forthwith shall become and 
 be immediately due and payable, anything in this Indenture 
 or in the Notes contained to the contrary notwithstanding. 
 
 This provision, however, is subject to the condition that if 
 at any time after the principal of the Notes shall have so be- 
 come due and payable, prior to the date of maturity thereof 
 stated in the Notes, all arrears of interest upon all the Notes 
 (witli interest at the rate of seven per cent, per annum on any 
 overdue instalments of interest) and the expenses of the 
 Trustee shall be paid by the Transit Company before the 
 sale of any of the securities constituting the trust estate 
 shall have been made, and every other default in the ob- 
 servance or performance of any covenant or condition of 
 this Indenture shall be made good or be secured to the 
 
25 
 
 satisfaction of the Trustee or provision deemed by the Trustee 
 to be adequate shall be made therefor, then and in every such 
 case the holders of two-thirds in amount of the Notes then 
 outstanding, by written notice to the Transit Company and 
 to the Trustee, may waive the default by reason of which the 
 principal of the Notes has so become due and the conse- 
 quences of such default, but no such waiver shall extend to 
 or affect any subsequent default or impair any right conse- 
 quent thereon. 
 
 Section 3. If one or more of the events of default shall 
 happen, then, and in each and every such case, the Trustee 
 shall, in its discretion, be forthwith entitled, either personally 
 or by its agents or attorneys, and forthwith may proceed, to 
 sell and convert into money, singly or collectively, the securi- 
 ties constituting the trust estate, and, upon the written request 
 either of the holders of not less than twenty-five per cent, 
 iu amount of the Notes at the time outstanding, or of any one 
 holder of not less than ten per cent, iu amount of s*aid Notes 
 who shall have been the holder of Notes to that amount for at 
 least six months next preceding the delivery of such request, 
 and upon being properly indemnified as hereinafter provided, 
 it shall be the duty of the Trustee so to do ; such sale or sales 
 shall be at public auction at such place iu the City of New York, 
 N. Y., and at such time and upon such terms, as the Trustee 
 may fix. 
 
 Notice of any sale, whether under and by virtue of the 
 power of sale herein contained, or under or by virtue of any 
 judgment or decree of foreclosure and sale or of other judicial 
 proceeding, shall state the time when and the place where the 
 same is to be made, and shall contain a brief general descrip- 
 tion of the securities to be sold, and shall be sufficiently given 
 if published once in each week for four successive weeks prior 
 to such sale iu two newspapers of general circulation in the 
 Borough of Manhattan, in the City of New York, in the State 
 
26 
 
 of New York. The Trustee may adjourn any such sale or cause 
 the same to be adjourned from time to time by announcement 
 at the time and place appointed for such sale or for such ad- 
 journed sale or sales ; and without further notice or publica- 
 tion such sale may be made at the time and place to which the 
 same may be so adjourned. 
 
 Section 4. Upon the completion of any sale or sales, the 
 Trustee shall deliver to t lie accepted purchaser or purchasers 
 the securities sold, with a transfer or transfers of all the right, 
 title and interest of the Trustee in and to such securities. The 
 Trustee and its successor or successors in the trust are hereby 
 appointed the true and lawful attorney and attorneys irrevoc- 
 able of the Transit Company, in its name and stead to make and 
 execute all necessary instruments of transfer, and for that pur- 
 pose may execute all necessary acts of assignment and transfer, 
 and may substitute one or more persons or corporations with 
 like power, the Transit Company hereby ratifying and continu- 
 ing all that its said attorney or attorneys, or such substitute or 
 substitutes, shall lawfully do by virtue hereof. Nevertheless, 
 the Transit Company shall, if so requested by the Trustee, 
 ratify and confirm such sale by executing and delivering to 
 the Trustee or to such purchaser or purchasers all proper 
 transfers as may be designated in such request. 
 
 Section 5. Any sale or sales made under or by virtue of 
 this Indenture, whether under any power of sale hereby 
 granted and conferred, or under or by virtue of judicial pro- 
 ceedings, shall divest all right, title, interest, estate, claim, 
 and demand whatsoever, either at law or in equity, of the 
 Transit Company, of, in and to the securities sold, and shall be 
 a perpetual bar both at law and in equity against the Transit 
 Company, its successor* and assigns, and against any aud all 
 persons claiming or to claim the securities sold or any part 
 thereof, from, through or under the Transit Company, its sue- 
 
27 
 
 cessors or assigns ; and no purchaser at any such sale or sales, 
 or his representatives or assigns, shall be bound to see to the 
 application of the purchase money upon or for any trust or 
 purpose of this Indenture, or be answerable in any manner 
 whatsoever for any loss, misapplication or non-application of 
 any such purchase money paid by such purchaser or any part 
 thereof. 
 
 Section 6 . The Trustee, however, instead of exercising the 
 power of sale herein conferred upon it, may, in its discretion aud 
 shall, at the request in writing either of the holders of a majority 
 in amount of the Notes then outstanding, or of any one holder 
 of not less than ten per cent, in amount of said Notes who shall 
 have been the holder of Notes to that amount for at least six 
 months next preceding the delivery of such request, proceed by 
 a suit or suits at law or in equity, as the Trustee may be advised 
 by counsel, to enforce the payment of the Notes and coupons 
 and to foreclose this Indenture and sell the securities con- 
 stituting the trust estate under the judgment or decree of a 
 court or courts of competent jurisdiction, 
 
 Section 7. In the event of any sale under or by virtue of 
 this Indenture, whether under any power of sale hereby 
 granted and conferred or under or by virtue of judicial pro- 
 ceedings, of any of the securities constituting the trust estate, 
 the principal of the Notes, if not already due and payable, 
 forthwith shall become due and payable, anything in the 
 Notes or in this Indenture to the contrary notwithstanding. 
 
 Section 8. In the event of any sale under or by virtue of 
 this Indenture, whether under any power of sale hereby 
 granted and conferred or under or by virtue of judicial pro- 
 ceedings, the securities constituting the trust estate may, as 
 the Trustee shall deem most advantageous for the Note- 
 holders, be sold either in one parcel as an entirety or in 
 several parcels, aud, if in several parcels, in such parcels and 
 
28 
 
 in such order ;is the Trustee may determine. The Transit 
 Company, for itself and for all persons and corporations here- 
 after claiming through or under it, hereby expressly waives 
 and releases all right to have the securities constituting the 
 trust estate marshalled upon any foreclosure or other enforce- 
 ment of this Indenture. 
 
 Section 9. The Trustee shall, for all purposes of this 
 Article IV, be considered and held to be the legal owner 
 and holder of the securities constituting the trust estate, 
 and shall have and may exercise all the rights of such 
 holder and owner, and may take any action or pro- 
 ceedings which the holder or owner thereof for value 
 could take as such owner or holder. All remedies conferred 
 by this Indenture shall be deemed cumulative and not 
 exclusive, and shall not be deemed to deprive the Trustee of 
 any legal or equitable remedy by appropriate judicial pro- 
 ceedings or otherwise to enforce the conditions, covenants and 
 agreements of this Indenture. 
 
 Section 10. In case of any sale of the trust estate, whether 
 under the power of sale hereby granted or pursuant to judicial 
 proceedings, the purchase money, proceeds or avails, together 
 with any other sums which may then be held by the Trustee 
 or be payable to it under any of the provisions of this 
 Indenture as a part of the trust estate, shall be applied as 
 follows : 
 
 (a) to the payment of the costs, expenses, fees and 
 other charges of such sale or sales, and of a reasonable 
 compensation to the Trustee, its agents and attorneys, 
 and to the payment of all expenses and liabilities in- 
 curred and advances or disbursements made by the 
 Trustee ; 
 
 (b ) any surplus then remaining, to the payment of 
 the whole amount owing or unpaid upon the Notes, for 
 both principal and interest, with interest on the over- 
 
29 
 
 clue instalments of interest at the rate of seven per 
 cent, per annum, and in case such proceeds shall lie 
 insufficient to pay in full the whole amount so due and 
 unpaid upon the Notes, then to the payment of such 
 principal and interest, ratably, according to the aggre- 
 gate of such principal and the accrued and unpaid 
 interest, without preference or priority of principal over 
 interest or of interest over principal, or of any instal- 
 ment of interest over any other instalment of interest ; 
 
 (c) any surplus then remaining, to the Transit Com- 
 pany, its successors or assigns, or to whomsoever may 
 be lawfully entitled to receive the same. 
 
 These provisions, however, are not intended in any wise to 
 modify the provisions of Section 1 of this Article IV, and 
 of Section 2 of Article V, of this Indenture, but are subject 
 thereto. 
 
 Section 11. In ease of any sale of the trust estate or an} 7 
 part thereof in pursuance of the power conferred by 
 this Indenture or upon any sale pursuant to judicial 
 proceedings for the foreclosure of this Indenture and the 
 sale of the trust estate, the purchaser, for the purpose of 
 making settlement or payment for the securities purchased, 
 shall be entitled to turn in or apply towards the payment of 
 the purchase price, and to be credited with, any Notes and 
 any matured and unpaid coupons to the extent of the value 
 of such Notes and coupons upon a distribution among the 
 Noteholders of the net proceeds of such sale after making the 
 deductions allowable under the terms hereof for the costs and 
 expenses of the sale and otherwise. But such Notes and 
 coupons so applied in payment by the purchaser shall be 
 deemed to be paid only to the extent so applied. At any such 
 sale, the Trustee or any Noteholder or Noteholders or his, its 
 or their agents may bid for and purchase the securities so sold 
 and may make payment therefor as aforesaid, and, upon com- 
 pliance with the terms of sale, may hold, retain and dispose 
 
30 
 
 of such securities without further accountability, and the 
 receipt of the Trustee shall be a sufficient discharge for 
 the purchase money to any purchaser of the securities, or 
 any part thereof, sold under an}' of the provisions of this 
 Indenture. 
 
 Section 12. In case of the happening of one or more of the 
 events of default, the Transit Company, upon demand of the 
 Trustee, covenants and agrees to pay to the Trustee, for the 
 benefit of the holders of the Notes and coupons then outstand- 
 ing, the whole amount due and payable on all of the Notes 
 and coupons for principal and interest, with interest upon the 
 overdue principal and instalments of interest at the rate 
 of seven per cent, per annum ; and, in case the Transit 
 Company shall fail to pay the same forthwith upon such de- 
 mand, the Trustee, in its own name and as trustee of an ex- 
 press trust, shall be entitled to recover judgment for the whole 
 amount so due and unpaid. The Trustee shall be entitled to 
 recover judgment, as aforesaid, either before or after or dur- 
 ing the pendency of any proceedings for the enforcement of 
 the lien of this Indenture upon the trust estate, and its 
 right to recover such judgment shall not be affected by any 
 sale hereunder, or by the exercise of any other right, power or 
 remedy for the enforcement of the provisions of this In- 
 denture, or by the foreclosure of the lieu hereof, and, in 
 case of a sale of the trust estate and of the application of the 
 proceeds of sale to the payment of the indebtedness repre- 
 sented by the Notes and coupons, the Trustee, in its own name 
 and as trustee of an express trust, shall be entitled to receive, 
 and to enforce payment of, any and all deficiency or 
 amounts then remaining due and unpaid upon any or 
 all of the Notes and coupons then outstanding for the 
 benefit of the holders thereof, and shall be entitled to re- 
 cover judgment for any portion of such indebtedness remaining 
 unpaid, with interest. No recovery of any judgment by the 
 
31 
 
 Trustee and no levy of any execution under any such judg- 
 ment upon the property subject to the lien of this Indenture 
 or upon any other property shall in any manner or to 
 any exteut affect or impair the lieu of the Trustee upon the 
 trust estate, or any part thereof, or any rights, powers or rem- 
 edies of the Trustee hereunder, or any rights, powers or rem- 
 edies of the holders of the Notes ; but such lien, rights, 
 powers and remedies shall continue unaffected and unim- 
 paired as before. Any moneys thus collected by the Trus- 
 tee under this Section 12 shall be applied by the Trus- 
 tee : first, to the payment of the costs and expenses 
 of the proceedings resulting in the collection of such 
 moneys and of the reasonable compensation and expenses of 
 the Trustee ; and, second, toward payment of the amounts 
 then due and unpaid upon the Notes and coupons respectively, 
 without any preference or priority of any kind, but ratably 
 according to the amounts due and payable upon the Notes and 
 coupons, respectively, at the date fixed by the Trustee for the 
 distribution of such moneys. These provisions, however, are 
 not intended in any wise to modify the provisions of Section 1 
 of this Article IV, and Section 2 of Article V, of this Inden- 
 ture, but are subject thereto. 
 
 ARTICLE V. 
 
 The Transit Company covenants to and with the Trustee 
 as hereinafter in this Article set forth : 
 
 Section 1. Duly and punctually the Transit Company will 
 pay or cause to be paid, to the holders of each of the Notes, 
 the principal thereof and the interest accruing thereon, all in 
 gold coin of the United States of America, of or equal to the 
 present standard of weight and fineness, at the dates and place 
 and in the manner mentioned in the Notes and in the coupons 
 thereto appertaining, according to the true intent and meaning 
 thereof, without deduction from either principal or interest for 
 
32 
 
 any tax or governmental charge (other than Federal income 
 taxes in excess of two per cent, per annum, and other than 
 any state or municipal income taxes) which the Transit 
 Company or the Trustee may be required to pay or to deduct 
 therefrom under or by reason of any present or future 
 law of the United States of America, or of any state, county, 
 municipality or other taxing authority therein. The interest 
 shall be payable only upon presentation and surrender of the 
 respective coupons annexed to the Notes as such coupons re- 
 spectively mature ; and, when and as paid, all coupons shall 
 forthwith be cancelled. 
 
 Section 2. In order to prevent any accumulation of 
 coupons after maturity, the Transit Company will not, 
 directly or indirectly, extend or assent to the extension of 
 the time for the payment of an}’ coupon upon any Note ; 
 and the Transit Company will not, directly or indi- 
 rectly, be a party to or approve any such arrangement 
 by purchasing or funding said coupons or in any other 
 manner. In case the time for payment of any such cou- 
 pon shall be so extended, whether or not such extension 
 be by or with the consent of the Transit Company, such 
 coupon shall not be entitled, in case of default hereunder, to 
 the benefit or security of this Indenture, except subject 
 to the prior payment in full of the principal of all the Notes 
 then outstanding, and of all coupons on such Notes, the pay- 
 ment of which shall not have been so extended, with interest 
 on overdue instalments of interest at the rate of seven per 
 cent, per annum. 
 
 Section 3. The Transit Company will, from time to time, 
 duly pay and discharge all taxes and governmental charges 
 lawfully imposed upon the trust estate or upon any part 
 thereof, or upon the income and profits thereof, and also all 
 taxes and governmental charges lawfully imposed upon the 
 
33 
 
 lien or interest of the Trustee or of the holders of the Notes 
 in respect of the trust estate ; provided, however, unless such 
 payments shall be necessary, in the opinion of the Trustee, in 
 order to prevent prejudice or loss to the trust estate, the 
 Transit Company shall not be required to pay any such 
 taxes or governmental charges so long as in good faith the 
 validity thereof shall be contested by appropriate legal pro- 
 ceedings. 
 
 Section 4. The Transit Company will, at all times until the 
 payment of the principal of the Notes, either keep an office or an 
 agency in the Borough of Manhattan, in the City of New York, 
 where notices and demands in respect to the Notes and cou- 
 pons may be served, and will, by written notice, designate 
 such office or agency to the Trustee, or will designate, by writ- 
 ten notice to the Trustee, a bank or trust company in said city 
 for such purposes. In default of any such office or agency, 
 or of any such designation, notices and demands maybe served 
 at the office in the City of New Yoik of the Trustee or any 
 successor to it in the trust. 
 
 Section 5 . The First Refunding Bonds mentioned and de- 
 scribed in paragraph (1) of clause (A) of the granting clauses 
 of this Indenture and all of said bonds have been duly and 
 validly issued in accordance with law, and have been duly 
 authenticated and delivered in accordance with the mortgage 
 by which they are secured, and the Transit Company is duly 
 authorized by law validly to pledge the same under this 
 Indenture on the terms hereof. The mortgage securing the 
 First Refunding Bonds has been duly authorized, executed 
 and delivered in accordance with law and constitutes valid 
 security, according to the terms thereof, for said bonds. 
 
 Section 6. The First Mortgage Bonds mentioned and de- 
 soibedin paragraph ( 2 ) of clause (A) of the granting clauses of 
 
34 
 
 this Indenture and all of said bonds ha ve been duly and validly 
 issued in accordance with law, and have been duly authenticated 
 and delivered in accordance with the mortgage by which they 
 are secured, and have been duly and lawfully acquired by the 
 Transit Company, and the Transit Company is duly author- 
 ized by law validly to pledge the same under this Indenture 
 on the terms hereof. The mortgage securing the First Mort- 
 gage Bonds has been duly authorized, executed and delivered 
 in accordance with law and constitutes valid security, accord- 
 ing to the terms thereof, for said bonds. 
 
 Section 7. The Consolidated Bonds mentioned and de- 
 scribed in clause (B) of the granting clauses of this 
 Indenture and all of said bonds have been duly and 
 validly issued in accordance with law, and have been 
 duly authenticated and delivered in accordance with the 
 mortgage by which the}' are secured, and the Transit 
 Company is duly authorized by law validly to pledge the 
 same under this Indenture on the terms hereof. The 
 mortgage securing the Consolidated Bonds has been duly 
 authorized, executed aud delivered in accordance with law 
 and constitutes valid security, according to the terms thereof, 
 for said bonds. 
 
 Section 8. Until all of the Notes shall have been paid in full, 
 both principal and interest, the Transit Company will from time 
 to time deposit and pledge with the Trustee hereunder Consoli- 
 dated Bonds of the Transit Company (in addition to the bonds 
 mentioned and described in clause (B) of the granting clauses of 
 this Indenture) to an amount equal at the face value of said 
 bonds to expenditures made by the Transit Company at any 
 time out of its current surplus earnings for capital purposes and 
 for which the Transit Company may be or become entitled 
 to the authentication and delivery of Consolidated Bonds 
 from the trustee under the mortgage securing said bonds. 
 
35 
 
 The Transit Company will from time to time and as soon as 
 practicable after the expenditure of the amounts so expended 
 by it, procure the authentication and delivery of the Consoli- 
 dated Bonds to which it may be or become entitled in respect 
 of any such expenditures and forthwith upon the authentica- 
 tion and delivery to it of such Consolidated Bonds will deposit 
 and pledge the same with the Trustee under this Indenture. 
 In case expenditures for which the Transit Company may be 
 or become entitled to the authentication and delivery of Con- 
 solidated Bonds shall be made by the Transit Company at 
 any time for capital purposes otherwise than out of its current 
 surplus earnings, tire Consolidated Bonds to the authentica- 
 tion and delivery of which the Transit Company may be or 
 become entitled in respect of any expenditures so made shall, 
 for the purposes of this Section 8 and of the granting 
 clauses of this Indenture, he deemed to have been 
 made out of such current surplus earnings if and to 
 the extent that any amount may subsequently be deducted 
 from or charged against the current surplus earnings of the 
 Transit Company in respect of any expenditures so made. 
 Any and all Consolidated Bonds deposited and pledged 
 with the Trustee as provided in this Section 8, ami in 
 Section 1 of Article III of this Indenture, prior to 
 such deposit and pledge, will have been duly and validly 
 issued in accordance with law, and will have been duly 
 authenticated and delivered in accordance with the mortgage 
 by which they are secured, and the Transit Company will be 
 duly authorized by law validly to pledge the same under this 
 Indenture on the terms hereof. The Consolidated Bonds de- 
 liverable to the Trustee under this Section 8 may be of such 
 series, bear such date and date of maturity and such rate of 
 interest as may from time to time be determined by the board 
 of directors of the Transit Company pursuant to the terms 
 and provisions of the mortgage securing said bonds. 
 
36 
 
 Section 9. Until all of the Notes shall have been paid in 
 full, both principal and interest, the Transit Company will 
 from time to time deposit and pledge with the Trustee here- 
 under all First Mortgage Bonds of the Subway Company (in 
 addition to the bonds mentioned and described in paragraph 
 (2) of clause (A) of the granting clauses of this Indenture) 
 purchased or acquired by the Transit Company at any time 
 out of its current surplus earnings. Any and all First 
 Mortgage Bonds so purchased or acquired by the Transit 
 Company shall forthwith upon the purchase or acquisition 
 thereof by the Transit Company be deposited and pledged 
 with the Trustee under this Indenture. Any First Mortgage 
 Bonds purchased or acquired by the Transit Company at 
 any time otherwise than out of its current surplus earnings 
 shall, for the purposes of this Section 9 and of the granting- 
 clauses of this Indenture, be deemed to have been 
 purchased or acquired out of such current surplus earn- 
 ings if and to the extent that any amount may subsequently 
 be deducted from or charged against the current sur- 
 plus earnings of the Transit Company in respect of the First 
 Mortgage Bonds so purchased or acquired. Any and all 
 First Mortgage Bonds deposited and pledged with the Trustee 
 as provided in this Section 9, prior to such deposit and pledge, 
 will have been duly and validly issued in accordance with law, 
 and will have been duly authenticated and delivered in 
 accordance with the mortgage by which they are secured, and 
 will have been duly and lawful^ acquired by the Transit 
 Company, and the Transit Company will be duly authorized 
 by law validly to pledge the same under this Indenture on the 
 terms hereof. 
 
 Section 10. The payment of the principal and interest 
 of all First Mortgage Bonds of the Subway Company at 
 any time deposited and pledged with the Trustee under 
 this Indenture and the payment of the sinking fund pro- 
 
37 
 
 vided for in the mortgage securing said bonds, prior to 
 such deposit and pledge, (1) will have been validly and effec- 
 tively by due and lawful corporate action guaranteed and 
 assumed by the Railroad Company and the obligation of 
 the Railroad Company in such respect shall be endorsed upon 
 each and every such First Mortgage Bond ; and (2) will 
 have been validly and effectively by due and lawful corporate 
 action assumed by the Transit Company and the obligation 
 of the Transit Company in such respect shall be endorsed 
 upon each and every such First Mortgage Bond. Such obliga- 
 tion of the Railroad Company, in respect to its guaranty 
 and assumption of the payment of the principal, interest and 
 sinking fund of the First Mortgage Bonds, will be secured by 
 the mortgage of the Railroad Company to Central Trust Com- 
 pany of New York as trustee dated February 1, 1913. 
 
 Section 11. Until all of the Notes shall have been paid 
 in full, both principal and interest, the Transit Company 
 will not declare or pay auy dividend in cash upon the 
 capital stock of the Transit Company and will not declare or 
 pay any dividend upon its capital stock in an} ? security or 
 scrip unless such security or scrip shall by its terms rank 
 subsequent to the rights of the holders of the Notes as against 
 any of the assets of the Transit Company. 
 
 Section 12. The Transit Company has duly complied with 
 all the requirements of law in that behalf in order to author- 
 ize the Transit Company, and the Transit Company is duly 
 authorized, to execute and deliver this Indenture and to 
 pledge or to cause to be pledged under this Indenture as 
 herein provided the securities and property described in the 
 granting clauses hereof and all thereof and to issue and dis- 
 pose of the Notes. 
 
 Section 13. This Indenture is and at all times until the 
 payment in full of the Notes, both principal and interest, will be 
 
38 
 
 kept and maintained as a first lien and charge upon all the 
 bonds and other securities and property at the time deposited 
 and pledged with the Trustee hereunder. 
 
 Section 14. The Transit Company will do, execute, ac- 
 knowledge and deliver, or cause to be done, executed, acknowl- 
 edged and delivered, all and every such farther acts, deeds, trans- 
 fers and assurances for the better assuring, conveying and con- 
 firming unto the Trustee all and singular the securities hereby 
 assigned, or intended so to be, as the Trustee shall reasonably 
 require for better accomplishing the provisions and purposes 
 of this Indenture and for better securing the payment of the 
 principal and interest of the Notes. 
 
 ARTICLE VI. 
 
 Section 1. The Trustee accepts the trusts of this In- 
 denture and agrees to execute them upon the following 
 terms and conditions, to which the parties and the holders of 
 the Notes agree : 
 
 The Trustee shall be under no obligation to see to 
 the tiling, registration or leeord of this Indenture, and 
 may and shall authenticate and deliver the Notes in 
 accordance with the provisions hereof, notwithstanding 
 this Indenture shall not have been tiled, registered or 
 recorded. 
 
 The Trustee shall be entitled to reasonable compen- 
 sation for all services rendered by it in the execution of 
 the trusts hereby created, and such compensation, as 
 well as the reasonable compensation of its counsel and 
 of such persous as it mav employ in the administration 
 or management of the trust, and all other reasonable 
 expenses necessarily incurred and actually disbursed 
 hereunder, the Transit Company agrees to pay, and for 
 
39 
 
 such payment the Trustee shall have a lien on the 
 trust estate under this Indenture in priority to the 
 rights and claims of the holders of the Notes. 
 
 The Trustee shall not be responsible in any manner 
 whatsoever for the recitals herein or in the Notes 
 contained, all of which are made by the Transit Com- 
 pany solely. 
 
 The Trustee shall not be responsible for or in re- 
 spect of the validity or sufficiency of this Inden- 
 ture, or the execution thereof by the Transit Company, 
 nor for or in respect of the title, value or validity of the 
 securities constituting the trust estate, nor for or in re- 
 spect of the validity or enforceability of any endorse- 
 ment, guaranty or agreement upon, of or in respect to 
 the First Mortgage Bonds. 
 
 Unless and until the Trustee shall have received 
 written notice to the contrary from the holders of not 
 less than five per cent, in amount of the Notes out- 
 standing, the Trustee may, for all the purposes of this 
 Indenture, assume that the Transit Company is not in 
 default under this Indenture and that none of the events 
 hereinbefore denominated events of default has hap- 
 pened. 
 
 The Trustee shall not be under any obligation to 
 take any action toward the execution or enforcement of 
 the trusts hereby created which, in its opinion, will be 
 likely to involve it in expense or liability, unless one or 
 more of the holders of the Notes shall, as often as re- 
 quired by the Trustee, furnish it reasonable security 
 and indemnity against such expense or liability ; nor 
 shall the Trustee be required to take action in respect 
 of any default unless requested by an instrument in 
 writing signed either by the holders of not less than 
 twenty-five per cent, in amount of the Notes then out- 
 standing, or by any one holder of not less than ten per 
 
40 
 
 cent, in amount of said Notes who shall have been the 
 holder of Notes to that amount for at least six months 
 next preceding the delivery of such written instrument 
 to the Trustee, anything herein contained to the con- 
 trary notwithstanding ; but neither any such notice or 
 request, nor this provision therefor, shall affect any 
 discretion herein given to the Trustee to determine 
 whether or not the Trustee shall take action in respect 
 to such default or to take action without such request. 
 
 Whenever in this Indenture it is provided that the 
 Trustee shall, or may, act upon the order, demand or 
 request of the Company, such order, demand or request 
 shall be sufficient and shall constitute full and complete 
 authority and protection for any action taken or suffered 
 by the Trustee in pursuance thereof, if such order, de- 
 mand or request is in writing signed by the president 
 or a vice-president and bv the secretary or an assistant 
 secretary of the Transit Company, under its corporate 
 seal. 
 
 The Trustee shall be fully protected in acting upon, 
 or in accordance with, any notice, order, demand, re- 
 quest, consent, certificate, bond, note, coupon or other 
 instrument or paper or signature believed by it to be 
 genuine and to have been signed or presented by the 
 proper person or duly authorized or properly made. 
 
 The Trustee may employ agents or attorneys in fact, 
 and shall not be answerable for the default or miscon- 
 duct of any agent or attorney appointed by it in pursu- 
 ance hereof, if such ageut or attorney shall have been 
 selected with reasonable care, nor for anything what- 
 ever in connection with this trust, except its own willful 
 misconduct or gross negligeuce. 
 
 The Trustee shall be reimbursed and indemnified by 
 the Transit Company against any liability or damages 
 it may sustain or incur in the premises, and shall have 
 
41 
 
 a lien upon the trust estate under this Indenture in 
 priority to the rights and claims of the holders of the 
 Notes for its compensation and expenses, and also for 
 any such liability or damages. 
 
 The Trustee may advise with legal counsel and shall 
 be protected in respect of any action under this 
 Indenture, taken or not taken in good faith by the 
 Trustee in accordance with the opinion of counsel. 
 
 Section 2. The Trustee may resign and be discharged 
 from the trusts created by this Indenture by giving to the 
 Transit Company notice in writing, and to the Noteholders 
 notice by publication, of such resignation, specifying a date 
 when such resignation shall take effect, which notice shall be 
 published at least once not less than thirty days nor more 
 than sixty days prior to the date so specified, in a daily news- 
 paper of general circulation in the Borough of Manhattan, in 
 the City of New York, N. Y. Such resignation shall take 
 effect on the day specified in such notice, unless previously a 
 successor trustee shall have been appointed as hereinafter 
 provided, in which event such resignation shall take effect 
 immediately upon the appointment of such successor trustee. 
 
 Any trustee hereunder may be removed at any time by an 
 instrument in writing filed with the Trustee and executed by 
 the holders of three-fourths in amount of the Notes then out- 
 standing. 
 
 Section 3. In case at any time the Trustee shall resign or 
 shall be removed or otherwise shall become incapable of 
 acting, a successor may be appointed by the holders of a 
 majority in amount of the Notes then outstanding, by an in- 
 strument or concurrent instruments signed by such Note- 
 holders or their attorneys in fact duly authorized ; but until 
 a new Trustee shall be appointed by the Noteholders as herein 
 authorized, the Transit Company, by an instrument executed 
 under its corporate seal by order of its board of directors 
 
42 
 
 or of the executive committee of said board, may ap- 
 point a trustee to fill such vacancy. Every such successor 
 trustee, whether appointed by the Noteholders or by the 
 Transit Company, shall always be a trust company having 
 an office in the Borough of Manhattan, in the City of 
 New York, N. Y., and having a capital, undivided profits 
 and surplus aggregating at least five million dollars. 
 After any such appointment by the Transit Company, it shall 
 cause notice of such appointment to be published once a 
 week in each of four successive weeks in two daily news- 
 papers of general circulation in the Borough of Manhattan, 
 in the City of New York ; but any new trustee so ap- 
 pointed by the Transit Company shall immediately, and with- 
 out further act, be superseded by a trustee appointed, in the 
 manner above provided, by the holders of a majority in amount 
 of the Notes at the time outstanding. 
 
 Section 4. xkny successor trustee appointed hereunder shall 
 execute, acknowledge and deliver to the Transit Company an 
 instrument accepting such appointment hereunder, and there- 
 upon such successor trustee, without any further act, deed or 
 conveyance, shall become vested with the title to the trust es- 
 tate, and with all the rights, powers, trusts, duties and obliga- 
 tions of its predecessor in the trust hereunder, with like effect 
 as if originally named as trustee herein, and the trustee ceas- 
 ing to act shall, on the written request of such successor trus- 
 tee, assign and transfer the trust estate or cause the trust 
 estate to be assigned and transferred to the successor trustee, 
 and shall be entitled to the payment of its charges and ex- 
 penses theretofore incurred. Upon request of such successor 
 trustee, the Transit Company shall execute and deliver such 
 instruments of assignment and further assurance as may 
 reasonably be required for more full} 7 and certainly vesting in 
 and confirming to such successor trustee all the right, title and 
 interest of the predecessor trustee in and to the trust estate 
 and such rights, powers, trusts, duties and obligations. All 
 
43 
 
 conveyances and instruments herein provided for shall he at 
 the cost of the Transit Company. 
 
 Section 5. For the purposes of this Article, the fact of the 
 holding of Notes by any holder and the amounts and issue 
 numbers of such Notes and the date of the holding of the 
 same, may be proved either in the manner specified in Article 
 VIII or by affidavits of the Noteholders. 
 
 Section 6 . Any company into which the Trustee, or 
 any successor to it in the trusts created by this Indenture, 
 may be merged or with which it, or any such successor 
 to it, may be consolidated, or any company resulting from 
 any merger or consolidation to which the Trustee, or 
 any successor to it, shall be a party, provided such company 
 shall be a corporation organized under the laws of the State 
 of New York and shall do business in the Borough of Man- 
 hattan, in the City of New York, shall be the successor trustee 
 under this Indenture without the execution or filing of 
 any paper or any further act on the part of any of the parties 
 hereto, anything herein to the contrary notwithstanding. 
 
 Section 7. The term Trustee, wherever used in this Inden- 
 ture, means the trustee for the time being under this Indenture, 
 whether original or successor. 
 
 ARTICLE VII. 
 
 Section 1 . No holder of any Note or coupon shall have the 
 right to institute any suit, action or proceeding at law or in 
 equity upon or in respect of this Indenture, or for the 
 execution of any trust or power hereof, or for any 
 other remedy under or upon this Indenture, unless such 
 holder shall previously have given to the Trustee writ- 
 ten notice of an existing default and of the con 
 tinuance thereof as hereinbefore provided ; nor unless also 
 the holders of five per cent, in amount of the Notes then 
 outstanding shall have made written request upon the Trustee 
 
44 
 
 after the happening of an event of default, and shall have 
 afforded to it reasonable opportunity, either to proceed itself 
 to exercise the powers hereinbefore granted, or to institute 
 such action, suit or proceeding in its own name ; nor unless 
 also such holder or holders shall have offered to the Trustee 
 adequate security and indemnity against the costs, expenses 
 and liabilities to be incurred in or by reason of such action, 
 suit or proceeding ; 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 exe- 
 cution of the powers aud trusts of this Indenture and to 
 any action or cause of action for foreclosure or for any other 
 remedy hereunder, it being intended that no one or more 
 holders of the Notes or coupons shall have any right in any 
 manner whatever to affect, disturb or prejudice the lien of 
 this Indenture by his or their action, or to enforce any 
 right hereunder, except in the manner herein provided, aud 
 that all proceedings hereunder shall be instituted, had and 
 maintained in the manner herein provided aud for the 
 equal benefit of all holders of the outstanding Notes aud 
 coupons. 
 
 The foregoing provisions of this Section are iutended 
 only for the protection of the Trustee, aud shall not be con- 
 strued to affect any discretion or power by any provision 
 of this Indenture given to the Trustee to determine 
 whether or not it shall take action in respect of any default 
 without such notice or request from Noteholders, or to affect 
 any other discretion or power given to the Trustee. 
 
 Section 2. No delay or omission of the Trustee, or of any 
 holder of Notes, to exercise any right or power accruing upon 
 any default shall impair any such right or power, or shall be 
 construed to be a waiver of any such default or acquiescence 
 therein ; and every power and remedy given by this In- 
 denture to the Trustee or to the Noteholders may be exer- 
 cised from time to time, and as often as may be deemed expe- 
 dient, by the Trustee or by the Noteholders. 
 
45 
 
 ARTICLE VIII. 
 
 Auy request or other instrument required by this In- 
 denture to be signed and executed by Noteholders may be 
 in any number of concurrent instruments of similar tenor, 
 and may be executed by such Noteholders in person or by an 
 agent or attorney appointed by an instrument in writing. 
 Proof of the execution of auy such request or other instru- 
 ment, or of a writing appointing any such agent or attorney, 
 or of the holding by any person of Notes, shall be sufficient 
 for any purpose of this Indenture, and shall be conclusive 
 in favor of the Trustee with regard to any action taken by 
 the Trustee under such request or other instrument, if made in 
 the following manner, viz. : 
 
 (a) the fact and date of the execution by any person 
 of any such request or of any other instrument in 
 writing may be proved by the certificate of any notary 
 public or other officer authorized to take, either within 
 or without the State of New York, acknowledgments of 
 deeds to be recorded in said State, certifying that the 
 person signing such request or other instrument 
 acknowledged to him the execution thereof ; or by the 
 affidavit of a witness to such execution ; 
 
 (b) the fact of the holding by any person of Notes 
 transferable by delivery and the amounts, denominations 
 and issue numbers of the Notes held by such person and 
 the date of his holding the same may be proved by a 
 certificate executed by any trust company, bank, banker 
 or other depositary wheresoever situated, whose certifi- 
 cate shall be deemed by the Trustee to be satisfactory, 
 stating that, at the date therein mentioned, such person 
 had on deposit with such depositary, or exhibited to 
 such depositary, the Notes numbered and described in 
 such certificate ; 
 
4(5 
 
 (c) the ownership of Notes registered otherwise 
 than to bearer shall be proved by the registers of such 
 Notes. 
 
 ARTICLE IX. 
 
 This Indenture shall not be construed to create any trust, 
 liability or obligation to or in favor of any person, firm 
 or corporation except the Transit Company, the Trustee and 
 the present or future holders of the Notes and coupons, noth- 
 ing in this Indenture being intended to confer upon, or 
 to give t<>, an 3' person or corporation, other than the parties 
 hereto and the holders of the Notes and coupons, any right, 
 remedy or claim in, under or by reason of this Indenture, 
 or any covenant, condition or stipulation hereof ; all the 
 covenants, conditions and stipulations hereof being intended 
 to be, and being, for the sole and exclusive benefit of the 
 parties hereto and their successors, and of the holders of the 
 Notes and coupons. 
 
 ARTICLE X. 
 
 No recourse under or upon any obligation, covenant or 
 agreement of this Indenture or of any Note or coupou 
 shall be had against any stockholder, officer or director of 
 the Transit Company as such, either diiectly or through the 
 Transit Company, by the enforcement of any assessment or by 
 any 7 legal or equitable proceeding by virtue of any 7 statute 
 or constitutional provision or otherwise. This Indenture 
 and the Notes are solely corporate obligations, and no per- 
 sonal liability whatever shall attach to or be incurred by the 
 stockholders, officers or directors of the Transit Company as 
 such uuder or by reason of any of the obligations, covenants 
 or agreements contained in the Indenture or in any of 
 the Notes or coupons, and any or all personal liability of every 
 
47 
 
 such stockholder, officer or director as such, either at common 
 law or in equity, or by statute or constitution, is waived. 
 
 ARTICLE XI. 
 
 The Transit Company will not at any time insist upon, or 
 plead, in any manner whatever claim or take the benefit or 
 advantage of, any stay or extension law wherever enacted, now 
 or at any time hereafter in force ; nor will it claim, take, or 
 insist upon any benefit or advantage from any law now or 
 hereafter in force providing for the valuation or appraisement 
 of the trust estate, or of any of the securities constituting 
 the trust estate, prior to any sale or sales thereof to be made 
 pursuant to any provision herein contained or to the decree of 
 any court of competent jurisdiction ; and the Transit Company 
 hereby expressly waives all benefits or advantage of any such 
 law or laws, and covenants that it will not hinder, delay or 
 impede the execution of any power herein granted and dele- 
 gated to the Trustee, but will suffer and permit the execution 
 of every such power as though no such law or laws had been 
 made or enacted. 
 
 ARTICLE XII. 
 
 Section 1 . If said sums of money in the Notes mentioned, 
 as well the principal as the interest thereof, shall be well and 
 truly paid at the times and in the manner therein expressed, 
 according to the tenor and effect thereof, and the Transit Com- 
 pany shall faithfully observe and perform its covenants and 
 agreements herein contained, then and in such case the estate, 
 right, title and interest of the Trustee, its successors in the 
 trust and its and their assigns, in the trust estate, shall cease, 
 determine and become void, and upon proof being given to the 
 reasonable satisfaction of the Trustee that all the Notes at 
 any time issued, together with the interest thereon, have been 
 paid off or satisfied, and upou payment of all costs, charges 
 
48 
 
 and expenses incurred by the Trustee and reasonable compen- 
 sation to the Trustee, the Trustee shall, on the written de- 
 mand of the Transit Company and at the cost and expense of 
 the Transit Company, assign and deliver the trust estate to 
 the Transit Company or its assigns, and shall cancel and 
 satisfy this Indenture. 
 
 Section 2. The Transit Company or its assigns shall 
 have the right, on or before the maturity of the Notes, 
 to deposit with the Trustee, to the credit of the holder 
 or holders of all the Notes which shall not have been 
 presented to the Transit Company for payment, the amount 
 due thereon for principal and interest to the maturity thereof, 
 and thereupon, upon proof, to the satisfaction of the 
 Trustee, that all other of the Notes at any time issued, 
 together with the interest thereon, have been paid or re- 
 deemed and cancelled, and upon payment of all costs, 
 charges and expenses incurred by the Trustee and of 
 reasonable compensation to the Trustee, the Trustee shall, 
 on the written demand and at the cost and expense of 
 the Transit Company, assign and deliver the trust estate to 
 the Transit Company or its assigns, and shall cancel and 
 satisfy this Indenture, and the Trustee shall apply the 
 moneys so deposited with it to the payment of such outstand- 
 ing Notes as shall be presented to it for such purpose, together 
 with accrued interest thereon to the date of the maturity 
 thereof. 
 
 Central Union Trust Company of New York, Trustee, 
 party hereto of the second part, whose principal office and 
 place of business and legal residence is in the Borough of 
 Manhattan, City, County and State of New York, hereby ac- 
 cepts the trusts in this indenture declared and provided and 
 agrees to perform the same upon the terms and conditions 
 herein set forth. 
 
 In witness whereof Brooklyn Rapid Transit Company has 
 caused its corporate seal to be hereunto affixed and this Inden- 
 
49 
 
 ture to be signed by its president or a vice-president and 
 by its secretary or an assistant secretary, and Central Union 
 Trust Company of New York, in token of its acceptance of 
 this trust, has caused its corporate seal to be hereunto affixed 
 and this Indenture to be signed by one of its vice-presidents 
 and by its secretary or an assistant secretary, all as of the first 
 day of July, 1918. 
 
 Executed in four counterparts. 
 
 Brooklyn Rapid Transit Company, 
 
 Approved as to form. 
 
 By 
 
 A. M. W. 
 
 T. S. Williams 
 
 (Corporate Seal.) 
 Attest : 
 
 President. 
 
 J. H. Bennington 
 
 Secretary. 
 
 Witnesses : 
 
 A. M. Williams 
 H. R. Potts 
 
 H. V. P. 
 
 Central Union Trust Company of New York, 
 
 by 
 
 G. W. Davison 
 
 (Corporate Seal) 
 Attest : 
 
 Vice-president. 
 
 M. Ferguson 
 
 Secretary. 
 
 Witnesses : 
 
 Henry V. Poor 
 M. E. Hellstern 
 
50 
 
 State of New York, ) 
 
 > ss. : 
 
 County of New York, S 
 
 On this 14th day of August, 1918, before me personally 
 came T. S. Williams, to me personally known, who being by 
 me duly sworn did depose and say that he resides in Hunting- 
 ton, Long Island, State of New York ; that he is the president 
 of Brooklyn Rapid Transit Company, one of the corporations 
 described in and which executed the foregoing instrument ; 
 that he knows the seal of said corporation ; that the seal 
 affixed to the foregoing instrument is such corporate seal ; that 
 it was so affixed by order of the board of directors of said 
 corporation, and that he signed his name thereto by like 
 order. 
 
 H. R. Potts, 
 
 (Seal) Notary Public, Kings Co. No. 62. 
 
 Certificate filed Kings Co. Reg. 157, 
 Queens Co. Clk. No. 1433. 
 
 Comm. Expires March 30, 1920. 
 
 State of New York, ) 
 
 > ss. : 
 
 County of New York, ) 
 
 On this 14th day of August, 1918, before me personally 
 appeared Geo. W. Davison, to me personally known, who being 
 by me duly sworn did depose and say that he resides in the 
 Borough of Manhattan, City and State of New York ; that he 
 is a vice-president of Central Union Trust Company of New 
 York, one of the corporations described in and which executed 
 the foregoing instrument ; that he knows the seal of said 
 corporation ; that the seal affixed to the foregoing instrument 
 is such corporate seal ; that it was so affixed by order of the 
 board of trustees of said corporation, and that he signed his 
 name thereto by like order. 
 
 M. E. Hellstern, 
 
 (Seal) Notary Public Kings Co. No. 77. 
 
 Certificate filed in N. Y. Co. No. 186. 
 
 [17656J