Univ. 
 
 51 
 
 H 'TT l. Libra r y 
 
 First Mortgage Indenture 
 
 BETWEEN 
 
 THE CLEVELAND UNION TERMINALS 
 
 .NY 
 
 AND 
 
 THE UNION TRUST COMPANY, 
 Trustee 
 
 Securing an Issue of Not Exceeding $60,000,000 
 First Mortgage Sinking Fund Gold Bonds 
 
 DATED APRIL 1, 1922 
 
First Mortgage Indenture 
 
 BETWEEN 
 
 THE CLEVELAND UNION TERMINALS 
 
 COMPANY 
 
 AND 
 
 THE UNION TRUST COMPANY, 
 Trustee 
 
 Securing an Issue of Not Exceeding $60,000,000 
 First Mortgage Sinking Fund Gold Bonds 
 
 DATED APRIL 1, 1922 
 
Digitized by the Internet Archive 
 in 2017 with funding from 
 
 University of Illinois Urbana-Champaign Alternates 
 
 https://archive.org/details/firstmortgageindOOclev 
 
®I)t0 Jnbpntlirp, dated the first day of April, in the 
 year One Thousand Nine Hundred and Twenty-two, between 
 THE CLEVELAND UNION TERMINALS COMPANY, a cor- 
 poration organized and existing under the laws of the State of 
 Ohio, hereinafter called the “Terminals Company,” party of the 
 first part, and THE UNION TRUST COMPANY, a corporation 
 created by and existing under the laws of the State of Ohio, with its 
 principal office in the City of Cleveland, in said State, hereinafter 
 called the “Trustee,” party of the second part, Witnesseth that: 
 
 Whereas, the Terminals Company is a union depot company 
 duly organized and existing under the laws of the State of Ohio, 
 for the purpose, among others, of locating, constructing, owning, 
 operating and maintaining a common or union passenger station 
 and terminal, and approaches thereto (all hereinafter sometimes 
 referred to as the “Passenger Terminal”), in the City of Cleve- 
 land, in said State, and the necessary connecting tracks and facili- 
 ties, for the use of steam railroads, or both steam and electric rail- 
 roads, and is authorized, among other things, to take and hold 
 such real estate as shall be necessary or proper for said purposes, 
 and to lay tracks and make the necessary connections with rail- 
 roads proposing to use such Passenger Terminal; and 
 
 Whereas, the Terminals Company is authorized to borrow 
 money for the purpose of raising means to carry out the powers 
 conferred by the law authorizing its incorporation; and 
 
 Whereas, the Terminals Company proposes to. borrow a sum 
 not exceeding Sixty Million Dollars ($60,000,000) and to evidence 
 such loan by its First Mortgage Sinking Fund Gold Bonds to be 
 issued in series from time to time hereafter, and to secure said 
 bonds by this Indenture ; and 
 
 Whereas at a meeting of the Board of Directors of the Termi- 
 nals Company, duly called and held on the 10th day of 
 ^ April, 1922, at the principal office of the Terminals Company, 
 
2 
 
 in the City of Cleveland, State of Ohio, more than a majority 
 of the members of the Board of Directors being present, the fol- 
 lowing resolutions were duly adopted: 
 
 Resolved, That for its corporate purposes, including the 
 financing of the construction, completion and equipment of 
 its Passenger Terminal and approaches in the City of Cleve- 
 land, Ohio, this Company borrow an amount not exceeding 
 Sixty Million Dollars ($60,000,000), to be evidenced by its 
 First Mortgage Sinking Fund Gold Bonds to be issued and 
 disposed of in series from time to time, and that as security 
 for the payment of the principal and interest of said bonds, 
 this Company execute, deliver and cause to be recorded a 
 first mortgage to be dated April 1st, 1922, to The Union 
 Trust Company (of Cleveland), Trustee, under which there 
 shall be conveyed to said Trustee all and singular the Pas- 
 senger Terminal and approaches thereto, real estate, rail- 
 way tracks, railway and other property, real and personal, 
 buildings and appurtenances and equipment now owned by 
 this Company or hereafter acquired or constructed or caused 
 to be constructed by it for use for such Passenger Termi- 
 nal, connecting tracks, facilities and appurtenances and all 
 other rights and property now or hereafter acquired by this 
 Company, except as otherwise provided in said first mort- 
 gage; 
 
 Resolved, that the said first mortgage be in substantially 
 the form submitted to the Board of Directors at this meet- 
 ing and annexed to and made part of the record of this 
 meeting ; 
 
 Resolved, that the President or any Vice President of 
 this Company be, and he is hereby authorized in the name 
 df and under the seal of this Company to make, execute and 
 deliver to The Union Trust Company (of Cleveland), as 
 Trustee, such first mortgage, and that the Secretary or an 
 Assistant Secretary of this Company be, and he hereby is 
 authorized to attest the seal as so affixed; 
 
 Resolved, that from time to time bonds may be issued 
 in series under said first mortgage as and for the purposes 
 therein provided and in conformity with the provisions there- 
 of; 
 
3 
 
 Resolved, that the President or any Vice President or 
 other proper officers of this Company be, and they hereby 
 are authorized to do all acts, to cause to be taken such pro- 
 ceedings, and to execute under the seal of this Company, if 
 required, such instruments as may be necessary or proper 
 to carry the foregoing resolutions into effect; and 
 
 Whereas, at a special meeting of the stockholders of the 
 Terminals Company, which was duly held on the 10th day 
 of April, 1922, at the office of the Terminals Company, 
 in the City of Cleveland, at which all the stock of said Company 
 was represented in person or by proxy, the foregoing resolu- 
 tions, after their adoption as aforesaid by the Board of Di- 
 rectors of the Terminals Company, were, together with the 
 form of said proposed First Mortgage, submitted and read, and 
 were thereupon approved and adopted by the affirmative votes 
 of stockholders owning all of the capital stock of the Terminals 
 Company; and 
 
 Whereas, at the said respective meetings of the Board of Di- 
 rectors and stockholders of the Terminals Company the form of 
 said proposed First Mortgage submitted and read was of the form 
 and tenor of this Indenture and resolutions were duly and unani- 
 mously adopted by the affirmative votes of all the Directors pres- 
 ent (more than a majority of the members of the Board being 
 present), and by the affirmative vote of all of the capital stock of 
 the Terminals Company authorizing the execution of this Inden- 
 ture, in behalf of, in the corporate name of, and under the cor- 
 porate seal of the Terminals Company, and the execution and is- 
 suance of the bonds of the Terminals Company, at the times, 
 in the manner, upon the terms and conditions, and for the pur- 
 poses set forth in this Indenture; and 
 
 Whereas, the bonds are to be issuable in series and in the 
 case of each particular series the date of the bonds thereof (which 
 shall be not earlier than April 1, 1922), the date of maturity 
 (which shall be not later than April 1, 1997), the rate of interest, 
 the denominations of such bonds, any rights of registration of 
 principal and of interest, any rights reserved to the Terminals 
 
4 
 
 Company to redeem such bonds before maturity and the price 
 and terms of such redemption, the provisions for a sinking fund 
 for the amortization of such bonds, and any limitation upon the 
 aggregate principal amount of the bonds of such series, are to be 
 determined by the Terminals Company at the time of the authori- 
 zation of such series by due corporate action; and 
 
 Whereas, subject to the provisions of Article One of this 
 Indenture, the form of the coupon bond and of the coupons to 
 be thereunto attached and of the registered bond without cou- 
 pons and of the Trustee’s certificate, are severally and respec- 
 tively as follows: 
 
 (Form of Coupon Bond). 
 
 United States of America, 
 
 The Cleveland Union Terminals Company 
 First Mortgage Sinking Fund Gold Bond 
 No Series $ 
 
 The Cleveland Union Terminals Company, a corporation 
 of the State of Ohio, hereinafter called the Terminals Com- 
 pany, for value received, hereby promises to pay to bearer, 
 or if this bond be registered, then to the registered holder 
 
 hereof, on the day of , 19 . . , at the 
 
 office or agency of the Terminals Company in the City of 
 Cleveland, State of Ohio, or, at the option of the holder, at 
 its office or agency in the Borough of Manhattan, City of 
 
 New York, State of New York, the sum of 
 
 Dollars ($ ) in gold coin of 
 
 the United States of America of or equal to the standard of 
 weight and fineness as it existed on the first day of April, 1922, 
 and to pay interest thereon from the date hereof at the rate of 
 . . . percentum per annum, such interest to be payable at said 
 office or agency in either the City of Cleveland or the City 
 of New York at the option of the holder, in like gold coin, 
 semi-annually on the first day of April and the first day of 
 October in each year until the payment of said principal sum, 
 but only upon presentation and surrender of the coupons 
 therefor hereto attached, as they severally mature. 
 
 This bond is one of a duly authorized series of the First 
 Mortgage Sinking Fund Gold Bonds (coupon and registered) 
 
5 
 
 of the Terminals Company, issued and to be issued in several 
 series for an aggregate principal sum not exceeding Sixty Mil- 
 lion Dollars ($60,000,000) at any one time outstanding, under 
 and pursuant to and all equally secured by an indenture of 
 mortgage or deed of trust dated April 1st, 1922, duly executed 
 by the Terminals Company to The Union Trust Company (of 
 Cleveland), a corporation of the State of Ohio, as Trustee, 
 to which indenture reference is hereby made for a descrip- 
 tion of the property, real and personal, mortgaged and pledg- 
 ed, the nature and extent of the security, the rights of the 
 holders of said bonds under the same, and the terms and 
 conditions upon which said bonds are secured. 
 
 This bond is subject to redemption with a premium of 
 
 per centum of the face value hereof and accrued 
 
 interest, at the option of the Terminals Company, on 
 
 or any interest day thereafter prior 
 
 to its maturity, upon ninety days’ previous notice by publi- 
 cation, in one daily newspaper published in the Borough of 
 Manhattan, City of New York, and in one daily newspaper 
 published in the City of Cleveland, Ohio, as provided in said 
 indenture, and is also subject to redemption upon like terms 
 on , or any interest day there- 
 
 after prior to its maturity, upon like notice, through opera- 
 tion of the sinking fund provided for in said indenture. 
 
 In case of certain defaults specified in said indenture, 
 the principal of all such bonds may be declared and may be- 
 come due and payable in the manner and with the effect pro- 
 vided in said indenture. 
 
 This bond, if for $500 or for $1,000, may be registered as 
 to principal, in the owner’s name, at the office or agency of 
 the Terminals Company in the City of Cleveland, State of 
 Ohio, or at the holder’s option, at its office or agency in the 
 Borough of Manhattan, City of New York, State of New 
 York, such registration being noted on the bond, after which 
 no transfer shall be valid unless made at either of said offices 
 or agencies by the registered owner in person or by attorney 
 and similarly noted on the bond ; but the same may be dis- 
 charged from registry by like transfer to bearer noted on the 
 bond, whereupon transferability by delivery shall be restored. 
 Such registration, however, shall not affect the negotiability 
 
6 
 
 of the coupons for the interest hereon, and such coupons shall 
 continue to be payable to bearer and transferable by delivery 
 merely, and payment thereof to bearer shall fully discharge 
 the Terminals Company in respect of the interest therein men- 
 tioned, whether or not the bond be registered. In the man- 
 ner prescribed in said indenture, and upon payment of the 
 charges therein provided, the holder of this bond, if for $500 
 or for $1000, at his option, may surrender for cancellation 
 this bond with all unmatured coupons, in exchange for a 
 registered bond or bonds without coupons, of the same series, 
 for the same aggregate principal amount. Any such regis- 
 tered bond in like manner and upon payment of the charges 
 provided in said indenture may in turn be exchanged for a 
 coupon bond, or coupon bonds, of the same series, for the 
 same aggregate principal amount, and bearing all unma- 
 tured coupons. 
 
 No recourse shall be had for the payment of the prin- 
 cipal of or the interest upon this bond, or for any claim 
 based hereon or otherwise in respect hereof, or of said in- 
 denture under which this bond is issued, against any in- 
 corporator, stockholder, officer or director, past, present or 
 future of the Terminals Company, or of any successor cor- 
 poration, whether by virtue of any constitution, statute or 
 rule of law, or by the enforcement of any assessment or 
 penalty, or otherwise, all such liability being by the accept- 
 ance hereof and as part of the consideration of the issue 
 hereof, expressly released, as provided in said indenture. 
 Nothing herein or in said indenture contained shall impair any 
 liability or claim based upon an express written guaranty or 
 agreement. 
 
 This bond shall not be entitled to any security or benefit 
 under said indenture and shall not become obligatory for any 
 purpose until it shall have been authenticated by the certifi- 
 cate, hereon indorsed, of the Trustee under said indenture. 
 
 In Witness Whereof, The Cleveland Union Terminals 
 Company has caused these presents to be signed by its Presi- 
 dent or one of its Vice Presidents, and caused its corporate 
 seal to be hereto affixed and to be attested by its Secretary 
 
or Assistant Secretary and coupons for interest bearing the 
 engraved fac-simile signature of its Treasurer to be attached 
 hereto. 
 
 Dated the day of , 19 . . . 
 
 The Cleveland Union Terminals Company, 
 
 By 
 
 L. S. (Vice) President. 
 
 Attest : 
 
 ( Assistant ) Secretary. 
 
 (Form of Interest Coupon). 
 
 No $ 
 
 On the first day of , 19 . . , The Cleveland 
 
 Union Terminals Company will pay to bearer at its office 
 or agency in the City of Cleveland, Ohio, or, at the option 
 of the holder, at its office or agency in the Borough of Man- 
 hattan, City of New York, New York, 
 
 Dollars, United States Gold Coin, being six months’ interest 
 due on its First Mortgage Sinking Fund Gold Bond, Series 
 
 , No , unless such bond shall have been 
 
 called for previous redemption. 
 
 Treasurer. 
 
 (The words “ unless such bond shall have been called 
 for previous redemption” shall be omitted from every coupon 
 maturing on or prior to the earliest date specified for redemp- 
 tion in the bond to which such coupon is attached.) 
 
s 
 
 (Form of Registered Bond). 
 
 United States of America, 
 
 The Cleveland Union Terminals Company 
 First Mortgage Sinking Fund Gold Bond. 
 
 No Series $ 
 
 The Cleveland Union Terminals Company, a corpora- 
 tion of the State of Ohio, hereinafter called the Terminals 
 Company, for value received, hereby promises to pay to 
 
 or registered assigns, on 
 
 the day of 19 . . , at the office or 
 
 agency of the Terminals Company in the City of Cleveland, 
 State of Ohio, or at the option of the holder, at its office or 
 agency in the Borough of Manhattan, City of New York, 
 
 State of New York, the sum of Dollars 
 
 ($ ) in gold coin of the United States of America, of 
 
 or equal to the standard of weight and fineness as it existed 
 on the first day of April, 1922, and to pay interest thereon 
 at the rate of . . . per centum per annum from the first dav 
 
 of , 19.., such interest to be payable to 
 
 the registered holder hereof at said office or agency in either 
 the City of Cleveland or the City of New York at the option 
 of such holder, in like gold coin, semi-annually on the first 
 day of April and the first day of October in each year until 
 the payment of said principal sum. 
 
 This bond is one of a duly authorized series of the First 
 Mortgage Sinking Fund Gold Bonds (coupon and registered) 
 of the Terminals Company, issued and to be issued in several 
 series for an aggregate principal sum of not exceeding Sixty 
 Million Dollars ($60,000,000) at any time outstanding, under 
 and pursuant to and all equally secured by an indenture of 
 mortgage or deed of trust, dated April 1st, 1922, duly executed 
 by the Terminals Company to The Union Trust Company (of 
 Cleveland), a corporation of the State of Ohio, as Trustee, to 
 which indenture reference is hereby made for a description of 
 the property, real and personal, mortgaged and pledged, the 
 nature and extent of the security, the rights of the holders of 
 said bonds under the same, and the terms and conditions upon 
 which said bonds are secured. 
 
9 
 
 This bond is subject to redemption in whole, or in part 
 if for a principal amount in excess of $500, with a premium 
 of. . .per centum of the face value hereof, or of the principal 
 amount redeemed, and accrued interest, at the option of the 
 
 Terminals Company on or any interest day 
 
 thereafter prior to its maturity, upon ninety days’ previous 
 notice by publication in one daily newspaper published in 
 the Borough of Manhattan, City of New York, and in one 
 daily newspaper published in the City of Cleveland, Ohio, as 
 provided in said indenture, and is also subject to redemption 
 in whole, or in part if for a principal amount in excess of 
 
 $500, on or any interest day thereafter, 
 
 upon like terms and upon like notice through operation of 
 the sinking fund provided for in said indenture. 
 
 In case of certain defaults specified in said indenture, 
 the principal of all such bonds may be declared and may be- 
 come due and payable in the manner and with the effect pro- 
 vided in said indenture. 
 
 This bond is transferable only in the manner prescribed 
 in said indenture at the office or agency of the Termi- 
 nals Company in the City of Cleveland, State of Ohio, 
 or at the option of the holder hereof, at its office or agency 
 in the Borough of Manhattan, City of New York, State of 
 New York, upon surrender and cancellation of this bond; and 
 upon any such transfer a new registered bond, without cou- 
 pons, of the same series, will be issued to the transferee in 
 exchange therefor. This bond also in the manner prescribed 
 in said indenture is exchangeable for coupon bonds of the 
 same series for the same aggregate principal amount, and 
 bearing all unmatured coupons. Any such coupon bonds 
 bearing all unmatured coupons in like manner, may, in turn, 
 be exchanged for a registered bond, or bonds without cou- 
 pons of the same series, for the same aggregate principal 
 amount. For such transfer or exchange a charge may be made 
 as provided in said indenture. 
 
 No recourse shall be had for the payment of the prin- 
 cipal of or the interest upon this bond, or for any claim based 
 hereon, or otherwise in respect hereof or of said indenture 
 under which this bond is issued, against any incorporator, 
 stockholder, officer or director, past, present or future of 
 
10 
 
 the Terminals Company, or of any successor corporation, 
 whether bj^ virtue of any constitution, statute or rule of law, 
 or by the enforcement of any assessment or penalty, or other- 
 wise; all such liability being by the acceptance hereof, and 
 as part of the consideration of the issue hereof expressly re- 
 leased as provided in said indenture. Nothing herein or in 
 said indenture contained shall impair any liability or claim 
 based upon an express written guaranty or agreement. 
 
 This bond shall not be entitled to any security or bene- 
 fit under said indenture and shall not become obligatory for 
 any purpose until it shall have been authenticated by the cer- 
 tificate, hereon indorsed, of the Trustee under the said in- 
 denture. 
 
 In Witness Whereof, The Cleveland Union Terminals 
 Company has caused these presents to be signed by its 
 President, or one of its Vice Presidents, and caused its cor- 
 porate seal to be hereunto affixed and to be attested by its 
 Secretary or Assistant Secretary. 
 
 Dated the .... day of , 19 . . . 
 
 The Cleveland Union Terminals Company, 
 
 By 
 
 L. S. (Vice) President. 
 
 Attest : 
 
 ( Assistant ) Secretary. 
 
 (Form of Trustee’s Certificate) 
 
 This bond is one of the issue of bonds of the series 
 designated therein, described in the within mentioned in- 
 denture. 
 
 The Union Trust Company, Trustee, 
 
 By 
 
 And, Whereas, every registered bond without coupons shall 
 bear thereon in appropriate form, an endorsement or notice setting 
 forth that such bond is issued in lieu of, or in exchange for a cou- 
 pon bond, or coupon bonds, the numbers and series of which shall 
 
11 
 
 be designated, none thereof then being outstanding contempo- 
 raneously with such registered bond; and 
 
 Whereas, the form and phraseology of the bonds issued here- 
 under and of the coupons to be attached to such thereof as may 
 be coupon bonds, are to be adapted to the special provisions in 
 this indenture contained in respect of the bonds of any particular 
 series ; and 
 
 Whereas, all acts and things prescribed by law and by the 
 Regulations and By-Laws of the Terminals Company have been 
 duly performed and complied with and the Terminals Company 
 has executed this Indenture and proposes to issue and dispose of 
 the bonds hereby secured (hereinafter referred to as the 
 “bonds”), in the exercise of each and every legal right and power 
 in it vested, as the valid and binding obligations of the Terminals 
 Company ; 
 
 Now Therefore, In consideration of the premises and of the 
 purchase and acceptance of the bonds by the holders thereof, and 
 of the sum of One Dollar to it paid by the Trustee at or before the 
 ensealing and delivery of these presents, the receipt whereof is 
 hereby acknowledged, and in order to secure the payment of the 
 principal and interest of all the bonds at any time issued and out- 
 standing under this Indenture, according to their tenor and effect, 
 and the performance of all the covenants and conditions herein 
 contained, and to declare the terms and conditions upon which the 
 bonds shall be secured, the Terminals Company, party of the first 
 part hereto, has executed and delivered these presents and has 
 granted, bargained, sold, aliened, remised, released, conveyed, con- 
 firmed, assigned, mortgaged, transferred and set over, and by these 
 presents does grant, bargain, sell, alien, remise, release, convey, 
 confirm, assign, mortgage, transfer and set over unto the Trustee, 
 party of the second part, its successors and assigns forever: 
 
 All the Passenger Terminal of the Terminals Company 
 in the City of Cleveland, County of Cuyahoga and State of 
 Ohio, situate near the southwest corner of the Public Square 
 
12 
 
 in said City and described generally as extending from On- 
 tario Street and from Huron Road N. E. on the east to Co- 
 lumbus Road N. W. on the west, and from the Public Square 
 and Superior Avenue N. W. and Long Avenue N. W. on the 
 north to Canal Road N. W. on the south, with approaches 
 extending from a point near East 40th Street on the east, 
 and from a point near West 37th Street on the west, and 
 all the lands, leaseholds in lands, rights-of-way, easements, 
 rights and contracts, terminal station, terminal tracks, rail- 
 road tracks, sidetracks, connecting tracks, platforms, electric 
 locomotives and property constituting its electrification sys- 
 tem, and all buildings, facilities and appurtenances, bridges, 
 viaducts, structures, equipment and other property, real, 
 personal or mixed, owned by the Terminals Company and 
 used or designed for use for or in connection with said Pas- 
 senger Terminal, and any and all rents, issues, profits, tolls 
 and other income of the Terminals Company; and including 
 all property whatsoever of any such nature or description 
 which shall be hereafter owned or acquired by the Terminals 
 Company for or in connection with said Passenger Terminal 
 and in the use and operation thereof, whether located as here- 
 inbefore described, or elsewhere. And also any and all 
 corporate rights, privileges and franchises, and any 
 and all leaseholds, estates and trackage and terminal 
 rights, and rights under ordinances which the Ter- 
 minals Company now has or hereafter may or shall acquire, 
 possess or exercise in, to, upon or in respect of its said Passen- 
 ger Terminal, or any part thereof, necessary for, or pertaining 
 to, the construction, use, maintenance or operation of said Pas- 
 senger Terminal or any part thereof, and all the estate, right, 
 title, interest, property, claim and demand of every nature and 
 kind of the Terminals Company now owned or possessed by 
 it, or that may hereafter be acquired by it as well in law as 
 in equity of, in and to the same and every part and parcel 
 thereof whether hereinbefore described or not. 
 
 It is understood that all the property within the limits 
 of the Passenger Terminal as above described, has not at 
 the date of the execution and delivery of this Indenture, been 
 acquired, and that as to such property not yet acquired, the 
 granting clause hereof shall be applicable thereto upon its 
 acquisition, to all intents and purposes as if it had been ac- 
 
13 
 
 quired by the Terminals Company at or prior to the date 
 hereof. 
 
 As to that part of the above described premises bounded 
 by Ontario Street, the Public Square, the Hotel Cleveland, 
 Superior Avenue, West 3rd Street as relocated and Prospect 
 Avenue as relocated, containing approximately 5.16 acres of 
 land, and that part bounded by Ontario Street and Prospect 
 Avenue as relocated and extending southerly and westerly a 
 sufficient distance to embrace therein approximately 1.41 
 acres of land, — said two parcels together containing approxi- 
 mately 6.57 acres of land, — the following described portion 
 thereof above the spaces to be used for the terminal tracks, 
 structures and their appurtenances is not included or intended 
 to be included in or mortgaged or pledged by this Indenture : 
 
 All that portion thereof lying above certain elevations 
 and planes (hereinafter referred to as “planes”), the exact 
 area and location thereof and of said planes to be hereafter, 
 and either during or upon completion of the construction of 
 said Passenger Terminal, definitely fixed, and shown upon 
 plans signed by the parties hereto and fully described in an 
 instrument supplementary to this Indenture, signed and ac- 
 knowledged by said parties and filed for record in the office 
 of the County Recorder of Cuyahoga County, Ohio. The loca- 
 tion and area of such planes are to lie such as will in no way 
 impair or interfere with Ihe full and free use and operation 
 of said Passenger Terminal and the mortgaged premises and 
 property by the Terminals Company and its successors. 
 
 There is included in this Indenture, however, and hereby 
 mortgaged and pledged, the right of the Terminals Company, 
 its successors and assigns, to use, without cost or charge, 
 all vents, ventilating ducts, stacks, openings, pipes and 
 conduits, in or in connection with any building or build- 
 ings constructed above said planes, necessary or convenient 
 to be used by the Terminals Company, its successors or 
 assigns, or to enable the Terminals Company, its succes- 
 sors or assigns to comply with any lawful regulations or 
 requirements of the City of Cleveland or other lawful 
 authority in respect of the construction, maintenance, manage- 
 ment, operation and use of the Passenger Terminal below said 
 planes, and the right of the Terminals Company, its successors 
 
14 
 
 and assigns, at its or their own cost and expense to make such 
 changes as may from time to time, or at any time or times, 
 be deemed necessary by the Terminals Company below said 
 planes in the supporting structures of any building or build- 
 ings erected above said planes, and in the location of said 
 supporting structures and of the pipes, ducts, conduits and 
 openings for elevators and stairs appurtenant to the building 
 or buildings above referred to, to accommodate the changes 
 desired b) 7 the Terminals Company in the Passenger Terminal, 
 and during the work of making such changes the Terminals 
 Company’s right to enter at reasonable hours and upon 
 reasonable notice upon the building or buildings erected above 
 said planes, and to do such work therein and to place therein 
 such temporary shoring and blocking as may be reasonably 
 required in making such changes and in complying with the 
 Building Code of the City of Cleveland and other lawful 
 authority in respect thereof, and also to remove all live loads 
 from the particular supports affected by such changes, causing 
 as little inconvenience as possible to the occupants of the 
 building or buildings above said planes, repairing all injuries 
 done to the building or buildings above said planes in such 
 work, and reimbursing the owner of said building or buildings 
 for all such loss of use to such owner or such owner’s tenants 
 of the portions of the building or buildings affected by such 
 work during the progress thereof. 
 
 The property hereby mortgaged and pledged is subject 
 to the following rights of the owner of the property above 
 said planes : 
 
 The right to construct, repair, renew, maintain, occupy 
 and use above said planes such building or buildings as may 
 from time to time be erected therein by the owner there- 
 of, his successors or assigns, in accordance with the Build- 
 ing Code of the City of Cleveland or other lawful authority, 
 and the right to construct, repair, renew and maintain below 
 said planes the columns, bracings and supports and their 
 foundations necessary or proper for the purpose of support- 
 ing the building or buildings or any renewal or renewals there- 
 of at any time erected above said planes, together with the 
 right to construct, install, maintain and use pipes, ducts and 
 conduits attached to the columns and supports below said 
 planes for water, sewer, heating, refrigerating, ventilating, 
 
3 1 6 ' 
 
* 
 
 Cleveland union terminals company. 
 
 First mortgage Indenture between 
 the Cie eland uhlon terminals company 
 and the Union trust company, trie tee. 
 Securing an issue of not exceeding 
 $60,000,000 fairst mortgage singling 
 fund gold bonds. Dated April 1, 1922. 
 
15 
 
 electric wiring and such other purposes as may be approved 
 by the Terminals Company, connected with the use and en- 
 joyment of the building or buildings to be erected above said 
 planes, and to install and use in openings and spaces below 
 said planes elevators and stairs ; said columns, bracings and 
 supports and their foundations and said pipes, ducts and 
 conduits and the spaces and openings for elevators and stairs 
 to be at locations, and of the character, design and construc- 
 tion agreed upon by the Terminals Company and the owner 
 of said building or buildings erected above said planes, 
 and to be such as to interfere as little as reasonably 
 may be with the construction, maintenance, management, 
 operation and use of the Passenger Terminal below said 
 planes; and the right also of the owner of said building or 
 buildings above said planes, his successors and assigns, to 
 enter upon the property below said planes at the location of 
 the public entrances and passage-ways provided for the Pas- 
 senger Terminal and/or such other entrances and passage- 
 ways as may be agreed upon between the Terminals Company 
 and the owner of said building or buildings above said planes, 
 for the purpose of public access to the building or buildings 
 above said planes. 
 
 To Have and To Hold the premises, tracks, Passenger Ter- 
 minal, real estate, personal property, rights, easements, estates 
 and appurtenances, leases and contracts hereby conveyed and as- 
 signed or intended to be conveyed or assigned or hereafter to be 
 conveyed or assigned to the Trustee, its successor or successors and 
 assigns forever. 
 
 In Trust Nevertheless as to all the mortgaged premises and 
 property for the common and equal ‘use and proportionate benefit 
 and security severally and respectively of all and every, the present 
 and future holders of any and every bond and interest obligation, 
 issued and authenticated by the Trustee under this Indenture, as 
 well as all those hereafter issued in addition thereto or by way of 
 substitution or exchange in accordance with the terms of this In- 
 denture, and for enforcing the payment thereof when payable in 
 accordance with the true intent and meaning of the stipulations of 
 this Indenture and of the said bonds and interest obligations re- 
 
16 
 
 spectively, without preference, priority or distinction, as to lien 
 or otherwise, of any one bond over any other bond by reason of 
 priority in the execution, delivery or negotiation thereof and so 
 that each and every bond issued and to be issued as aforesaid, 
 shall have under and by this Indenture, the same right, lien and 
 privilege as every other bond issued and to be issued as aforesaid ; 
 and so that the principal and interest of every such bond shall, 
 subject to the terms thereof and hereof, be secured hereby equally 
 and proportionately with every other bond as though all had 
 been made, executed, delivered and negotiated simultaneously 
 with the execution and delivery of this Indenture, it being intended 
 that the lien and security of all such bonds shall take effect from 
 the day of the date of this Indenture, without regard to the 
 date of actual issue, sale or disposition thereof ; and so that 
 the lien and security of this Indenture and of all bonds issued 
 hereunder shall take effect from the day of the date hereof as 
 though upon such day all such bonds had been actually issued, sold 
 and delivered to, and were in the hands of innocent holders for 
 value. 
 
 The bonds and the coupons for interest are to be issued, certi 
 fied and delivered as hereinafter provided, and all property, and 
 other interests and rights, subject or to become subject to the lien 
 of this Indenture, are to be held subject to the further covenants, 
 conditions, uses and trusts hereinafter set forth, and the Ter- 
 minals Company covenants and agrees with the Trustee and with 
 the respective holders from time to time of said bonds and coupons, 
 or any thereof, as follows, namely : 
 
 ARTICLE ONE. 
 
 Execution and Registration of Bonds. 
 
 Section 1. The bonds to be issued under and secured by this 
 Indenture shall be known as the Terminals Company’s First 
 Mortgage Sinking Fund Gold Bonds, and shall be executed on be- 
 half of the Terminals Company by its President or a Vice 
 
17 
 
 President, and its corporate seal shall be thereunto affixed and 
 attested by its Secretary or an Assistant Secretary. The bonds 
 shall then be delivered to the Trustee to be authenticated and, sub- 
 ject to the provisions of Article Two hereof, said Trustee shall 
 authenticate and deliver said bonds so authenticated from time 
 to time upon the order of the Terminals Company, executed on 
 its behalf by its President or Vice President with its corporate 
 seal attached, attested by the signature of its Secretary or Assist- 
 ant Secretary. 
 
 Only such bonds as shall bear thereon endorsed the Trustee’s 
 certificate, duly executed, shall be secured by this Indenture, or 
 entitled to any lien, right or benefit hereunder, and such certificate 
 of the Trustee upon any such bond executed by the Terminals 
 Company shall be conclusive evidence that the bond so authenti- 
 cated has been duly issued hereunder, and that the holder of the 
 same is entitled to the benefit of the trust hereby created. In case 
 the officers or any of them, who shall have signed and sealed any 
 of said bonds shall cease to be such officers of the Terminals Com- 
 pany before the bonds so signed and sealed have been actually 
 authenticated and delivered by the Trustee, such bonds may, 
 nevertheless, upon the written request of the Terminals Company, 
 be issued, authenticated and delivered, as though the persons, or 
 any of them, who signed and sealed such bonds, had not ceased to 
 be officers of the Terminals Company. And any of the bonds to 
 be issued hereunder may be sealed with the corporate seal, signed 
 and attested by the persons who shall be the proper officers of the 
 Terminals Company at the time or times when such bonds shall 
 be actually executed, with like effect as if they had been such of- 
 ficers at the date borne by the bonds. The coupons to be attached 
 to such bonds, shall be authenticated with the engraved facsimile 
 signature of the present Treasurer, or of any future Treasurer, 
 of the Terminals Company, and the Terminals Company may 
 adopt and use for that purpose the engraved facsimile signature 
 of any person who shall have been such Treasurer, notwithstand- 
 ing the fact that he may have ceased to be such Treasurer at the 
 
18 
 
 time when such bonds shall be authenticated and delivered. The 
 Terminals Company and the Trustee may deem and treat the 
 bearer of any coupon bond hereby secured, which shall not at the 
 time be registered as hereinafter authorized, and the bearer of 
 any coupon for interest on any such bond, whether such bond shall 
 be registered or not, as the absolute owner of such bond or cou- 
 pon, for the purpose of receiving payment thereof and for all 
 other purposes whatsoever, and the Terminals Company and the 
 Trustee shall not be affected by any notice to the contrary. 
 
 The Terminals Company and the Trustee may deem and 
 treat the person in whose name any registered bond without cou- 
 pons issued hereunder shall be registered upon the books of the 
 Terminals Company as hereinafter provided as the absolute owner 
 of such bond for the purpose of receiving payment of or on ac- 
 count of the principal and interest of such bond, and for all other 
 purposes; and may deem and treat the person in whose name any 
 coupon bond shall be so registered as the absolute owner thereof 
 for the purpose of receiving payment of or on account of the 
 principal thereof and for all other purposes, except to receive 
 payment of interest represented by outstanding coupons. 
 
 Bonds may be issued originally either as coupon bonds or 
 registered bonds. 
 
 The Trustee shall not authenticate or deliver any coupon bond 
 unless all coupons thereon then matured, shall have been detached 
 and cancelled. 
 
 In every registered bond without coupons, the date specified 
 in the bond from which the same shall bear interest, shall be the 
 semi-annual interest date next preceding the date of authentica- 
 tion, unless such date of authentication be an interest payment 
 day, in which case the bond shall bear interest from such date 
 of authentication. 
 
 On request of the Terminals Company, bonds shall be authen- 
 ticated and shall be delivered hereunder in advance of the regis- 
 tration or the recording of this Indenture ; but the Terminals Com- 
 
19 
 
 pany with all convenient speed shall cause this Indenture to be 
 recorded as a mortgage upon real property. 
 
 Section 2. The bonds to be secured by this Indenture shall 
 be issuable in series as from time to time shall be authorized by 
 the Board of Directors of the Terminals Company. Each series 
 shall be distinguished by a serial letter or otherwise, and the 
 coupon bonds and the registered bonds without coupons and the 
 several denominations of each form shall also be distinguish- 
 able by appropriate letters and numbers, all in accordance with 
 such plan as may be adopted by the Terminals Company and 
 approved by the Trustee. 
 
 Whenever any bond or bonds shall be issued originally as a 
 registered bond or bonds without coupons, there shall be reserved 
 an aggregate principal amount of coupon bonds of authorized 
 denominations equal to the aggregate principal amount of the 
 registered bond or bonds without coupons so issued and the dis- 
 tinguishing letters and numbers of the coupon bonds so reserved 
 shall be noted on such registered bond or bonds. 
 
 Any of the bonds may have imprinted thereon a legend in 
 such form as may be required to conform to the rules of any Stock 
 Exchange or to custom, referring to the right to exchange the 
 same for a bond or bonds of the other form or of other denom- 
 inations as herein provided. 
 
 Except as otherwise determined by the Board of Directors 
 of the Terminals Company in authorizing the issue of any series — 
 (a) the bonds of the several series shall be issuable in the form 
 of coupon bonds and of registered bonds without coupons ; (b) the 
 coupon bonds shall be issuable in the denominations of $100, $500, 
 and $1,000, and the coupon bonds in the denomination of $500 
 and of $1,000, shall as to the principal sum be registerable in the 
 name of the holder; (c) the registered bonds without coupons shall 
 be issuable in the denomination of $500 and of $1,000, and of such 
 multiple of $500 as may from time to time be authorized by the 
 Board of Directors of the Terminals Company; (d) the coupon 
 
20 
 
 bonds and the registered bonds without coupons, and the several 
 denominations of each shall be interchangeable in the manner in 
 this Indenture below provided; (e) the interest on the bonds shall 
 be payable semi-annually on the first day of April and the first day 
 of October in each year; (f) any sinking fund provided in respect 
 of bonds of any series shall be administered in the manner pro- 
 vided in Article Ten of this Indenture; (g) any redemption of 
 bonds subject to redemption by call, shall be made in the manner 
 provided in Article Nine of this Indenture; and (h) the text of 
 the bonds shall be substantially as set forth in the preambles of 
 this Indenture. 
 
 In authorizing the issue of any series, the Board of Direc- 
 tors of the Terminals Company shall determine and specify in 
 respect of the bonds of such series, the date (which shall not be 
 earlier than April 1, 1922), the maturity (which shall not be 
 later than April 1, 1997), the rate of interest, the designation of 
 the series, any limitation of the aggregate principal amount of the 
 series, any restriction of the right to issue the bonds as coupon 
 bonds or as registered bonds without coupons, any restrictions of 
 the right to the interchange of coupon bonds and registered bonds 
 without coupons and of the several denominations of either form, 
 any variations from the above specified denominations of the cou- 
 pon bonds or registered bonds without coupons, or both, the call 
 price of the bonds of such series for the purposes of the sinking 
 fund, and the sinking fund established in respect of such series 
 which shall provide, after not to exceed six years from the date 
 of the issue of such series and until all the bonds of such series 
 shall be redeemed by operation of the sinking fund or other- 
 wise for the payment to such sinking fund of (a) such equal 
 sums semi-annually as compounded semi-annually at the interest 
 rate borne by the bonds of such series will aggregate at the end 
 of fifty years from the date of issue of such series (and in no 
 event later than April 1, 1997,), the aggregate face amount of 
 the bonds of such series with the premium, if any, provided in 
 the case of the redemption of such bonds, and (b) the interest 
 
from time to time accruing on the bonds of such series acquired 
 for such sinking fund. 
 
 In authorizing the issue of any series, the Board of Directors 
 of the Terminals Company may determine, (a) that the bonds of 
 such series shall be redeemable before the specified date of matur- 
 ity at the election of the Terminals Company, at a rate and within 
 a period and upon terms and conditions to be specified; and also 
 may determine (b) that the bonds of such series, principal and 
 interest, shall be paid without deduction for any specified tax or 
 taxes; and also may determine (c) that there shall be applicable 
 to the bonds of such series such variations from the form and 
 terms thereof above expressed, and also such other or different 
 terms or conditions as are not inconsistent with the provisions 
 of this Indenture. 
 
 The bonds of each series shall appropriately express therein 
 the terms and provisions thereof, as in this Indenture provided, 
 or as determined by the Board of Directors of the Terminals 
 Company as above authorized. 
 
 Except as in this Indenture otherwise expressly authorized 
 and except as to appropriate variation in the form of coupon 
 bonds and the form of registered bonds without coupons as in 
 this Indenture provided, all bonds of the same series shall be 
 identical in tenor. 
 
 Section 3. The Terminals Company further covenants and 
 agrees that it will keep at offices or agencies to be maintained 
 by it in the City of Cleveland and the City of New York, 
 books for registration and transfer of bonds issued hereunder, 
 which shall at all reasonable ;times be open to inspection by the 
 Trustee, and upon presentation for such purpose, the Terminals 
 Company shall, under such reasonable regulations as it may pre- 
 scribe, register therein any bonds issued under the provisions 
 hereof. 
 
 The holder of any coupon bond in the denomination of $500 
 or $1000 issued hereunder may have the ownership thereof regis- 
 
22 
 
 tered as to principal only at either of the offices or agencies of 
 the Terminals Company, such registry being noted on the bond, 
 after which no transfer shall be valid unless made by the regis- 
 tered owner in person, or by his attorney duly authorized 
 in writing and noted on the bond ; but the same may be 
 discharged from registry by being in like manner transferred 
 to bearer, after which it shall be transferable by delivery, and 
 may again, from time to time, be registered, or transferred to 
 bearer, as before. Such registration shall not affect the negotia- 
 bility of the coupons belonging to any bond; but every such cou- 
 pon shall continue to pass by delivery, and shall remain payable 
 to bearer. 
 
 If the Terminals Company shall determine to issue coupon 
 bonds for $100 each in exchange for any $1,000 coupon bond, 
 then on the surrender for exchange of any such coupon bond of 
 the denomination of $1,000 with all unmatured coupons thereto 
 attached, the Terminals Company may issue and the Trustee at 
 the request of the Terminals Company shall authenticate and de- 
 liver in exchange for such coupon bond for $1,000, ten coupon bonds 
 for $100 each of the same series as the surrendered $1,000 coupon 
 bond, with all unmatured coupons thereto attached. 
 
 Whenever ten coupon bonds for $100 each, of the same series 
 and having all unmatured coupons attached thereto, shall be sur- 
 rendered for exchange for a coupon bond for $1,000, the Terminals 
 Company shall issue and the Trustee shall authenticate and de- 
 liver a coupon bond for $1,000 of the same series as the sur- 
 rendered bonds with all unmatured coupons thereto attached. 
 
 The holder of any coupon bond, or coupon bonds, in the 
 denomination of $500 or of $1,000 may at any time surrender 
 the same, with all unmatured coupons thereto appertaining, for 
 cancellation, and receive in exchange therefor a like principal 
 amount in registered bonds without coupons of the same series 
 which thereupon the Terminals Company shall issue and the 
 Trustee shall authenticate and deliver. The registered holder 
 
23 
 
 of any registered bond or bonds at bis option may at any 
 time surrender the same for cancellation and receive in exchange 
 therefor a like principal amount in coupon bonds of the same series 
 bearing all unmatured coupons, which thereupon the Terminals 
 Company shall issue and the Trustee shall authenticate and deliver. 
 
 Every registered bond without coupons shall be transferable 
 only by the registered holder thereof, in person or by his attorney 
 duly authorized in writing, at either of said offices or agencies 
 and. upon the surrender and cancellation thereof, one or more new 
 registered bonds without coupons of the same series shall be is- 
 sued by the Terminals Company and authenticated and delivered 
 by the Trustee to the transferee in exchange therefor. 
 
 For any exchange of bonds or any transfer of registered 
 bonds without coupons, the Terminals Company at its option 
 may require the payment of a sum sufficient to reimburse it for 
 any stamp tax or other governmental charge connected therewith, 
 and also of a further sum not exceeding two dollars for each 
 new bond issued upon such transfer or exchange. 
 
 Section 4. Without unreasonable delay the Terminals Com- 
 pany will cause definitive engraved bonds to be prepared and exe- 
 cuted. Until the definitive engraved bonds can be prepared, the 
 Terminals Company gnay execute and deliver temporary bonds 
 which may be printed or lithographed, either registered or ne- 
 gotiable by delivery, and substantially of the tenor of the bonds 
 hereinbefore recited, except that no coupons shall be attached to 
 said bonds and that such temporary bonds may be for the payment 
 of $500 or any multiple thereof, as the Terminals Company shall 
 determine. Each such temporary bond shall bear upon its face: 
 “Temporary First Mortgage Sinking- Fund Gold Bond, Exchange- 
 able for a like face amount of Engraved Bonds,” and shall be duly 
 authenticated by the Trustee in the same manner as the bonds 
 hereinbefore described, and such authentication shall be conclusive 
 evidence that the bond so authenticated has been duly issued here- 
 under and that the holder is entitled to the benefit of the trust 
 
24 
 
 hereby created. Such temporary bonds, duly issued and 
 authenticated hereunder, shall be exchangeable, upon surrender 
 and cancellation thereof, for engraved bonds to be issued here- 
 under of the same series and bearing the same rate of interest. 
 Until so exchanged, such temporary bonds, in all respects, shall 
 be entitled to the lien and security of this Indenture, as bonds is- 
 sued and authenticated hereunder. Interest on such of said tem- 
 porary bonds as may be registered, shall be paid to the registered 
 holder thereof, and of such of said temporary bonds as may not 
 be registered, shall be paid to the bearer thereof, and such pay- 
 ment noted thereon. 
 
 Section 5. In case any coupon bond issued under this Inden- 
 ture, or the coupons thereto 'appertaining, shall become mutilated 
 or be destroyed, or in case any registered bond without coupons 
 shall become mutilated or be destroyed, or be lost, the Terminals 
 Company in its discretion may issue and thereupon the Trustee 
 shall authenticate and deliver a new bond of like tenor and date, 
 bearing the same serial number, in exchange and substitution 
 for, and upon cancellation of the mutilated coupon bond and its 
 coupons, or the mutilated registered bond, or in lieu of and sub- 
 stitution for the coupon bond and its coupons so destroyed, or 
 the registered bond so destroyed or lost. The applicant for a 
 bond in lieu of one lost or destroyed shall furnish to the Terminals 
 Company and the Trustee evidence of the loss or destruction 
 thereof, which evidence shall be satisfactory to the Terminals 
 Company and the Trustee in their discretion; and said applicant 
 shall also furnish indemnity satisfactory to both of them in their 
 discretion. 
 
 ARTICLE TWO. 
 
 Issue of Bonds. 
 
 Section 1. The amount of bonds which may be authenticated 
 by the Trustee is limited so that never at any one time shall 
 there be outstanding under and secured by this Indenture bonds 
 
25 
 
 for an aggregate principal amount exceeding Sixty Million Dol 
 lars ($60,000,000). The amount of bonds at any time outstanding 
 shall not be deemed to include (1) any bonds which shall have been 
 redeemed or otherwise paid and been cancelled, (2) any 
 bonds called for redemption pursuant to any reserved redemption 
 right, provided the amount payable on such called bonds or the 
 bonds so called shall have been deposited with or delivered to the 
 Trustee as provided in Section 2 of this Article Two. 
 
 The bonds to be issued under this Indenture as provided 
 in this Article Two, may from time to time be sold by the Ter- 
 minals Company at such prices as may from time to time be fixed 
 by the Board of Directors of the Terminals Company in respect 
 of the bonds of each particular issue, and each issue of bonds 
 shall be taken at the price at which the same shall have been sold, 
 hereinafter called the sale price, for the purposes of the applica- 
 tion of said bonds or the proceeds thereof, against expenditures 
 under the provisions of Section 3 and Section 4 of this Article 
 Two; provided that as to each issue of bonds sold at a discount, 
 the Terminals Company shall, prior to the redemption or ma- 
 turity of the bonds of such issue, apply to appropriate accounts 
 in accordance with the applicable regulations of the Interstate 
 Commerce Commission, or other proper authority, such sums as 
 will amortize the discount upon such issue of bonds at the date 
 of the maturity of such bonds; and provided further, that if in 
 any case the discount upon any issue of bonds shall be in excess 
 of ten per cent, of the face amount of the bonds so sold, the sale 
 price shall for the purposes of the application of said bonds or 
 the proceeds thereof, against expenditures under the provisions 
 of Section 3 and Section 4 of this Article Two, be taken to be 
 ninety per cent, of the face amount of said bonds. 
 
 Whenever requesting the authentication of any bonds here- 
 under (except bonds to be issued under the provisions of Article 
 One hereof in exchange for or replacement of bonds issued here- 
 under and then outstanding), the Terminals Company besides 
 
26 
 
 complying with the other requirements of this Indenture, shall 
 cause to be delivered to the Trustee, 
 
 (1) A copy, certified as in this Section 1 hereinafter provided, 
 of the Resolution of the Board of Directors of the Terminals 
 Company authorizing the proposed issue and setting forth the 
 purpose and amount thereof, and specifying as provided in Section 
 2 of Article One hereof, the particular provisions of the bonds 
 of such issue; 
 
 (2) A certificate of counsel for the Terminals Company set- 
 ting forth the opinion of such counsel that except as therein shall 
 be specified, no authorization of the issue of such bonds at the 
 time is required by law to be given by any Commission or other 
 governmental body, and a copy, authenticated in such manner as 
 may be satisfactory to the Trustee, of the order or certificate 
 authorizing such issue of bonds made or given by the govern- 
 mental authority specified in said opinion of counsel ; 
 
 (3) An opinion of counsel for the Terminals Company that 
 otherwise it is authorized by law to issue the bonds proposed to 
 be issued. 
 
 Whenever in this Indenture a resolution of the Board of 
 Directors of the Terminals Company is required, the Terminals 
 Company shall deliver to the Trustee a writing setting forth a 
 copy of such resolution having appended thereto a certificate 
 signed by the Secretary or an Assistant Secretary of the Ter- 
 minals Company, under its corporate seal, setting forth that such 
 resolution was duly adopted. 
 
 Every order or demand or other instrument of the Terminals 
 Company required to be delivered to the Trustee preliminary to 
 any action authorized to he taken by it upon such order, shall he 
 in writing and shall be signed by the President or any Vice- 
 President and by the Secretary or an Assistant Secretary or the 
 Treasurer of the Terminals Company. 
 
27 
 
 Section 2. At any time or times, upon delivery to the Trustee 
 of a copy of a resolution calling for redemption, under the provi- 
 sions of Article Nine hereof, any particular series of bonds issued 
 hereunder, and of a resolution requesting the Trustee to authenti- 
 cate hereunder and to deliver to the Terminals Company bonds for 
 the purpose, the Trustee shall authenticate and deliver to the Ter- 
 minals Company, on its written order, bonds issued under this 
 Indenture for a face amount not exceeding the face amount of the 
 bonds called for redemption; provided that cash to the face amount 
 of the bonds so authenticated and delivered, with the premium, if 
 any, and the accrued interest to the date of redemption on the 
 bonds so called for redemption, shall simultaneously be deposited 
 with the Trustee to be applied by the Trustee in the redemption of 
 the bonds so called for redemption as provided in Article Nine of 
 this Indenture, or that bonds of the series so called for redemption, 
 either in bearer form or accompanied by proper instruments of 
 assignment and transfer, with all unmatured coupons, if any, 
 thereto belonging, to the face amount of the bonds so authenticated 
 and delivered shall simultaneously be delivered to the Trustee for 
 cancellation, or part cash and part bonds as aforesaid in the 
 amount necessary for the redemption of the entire series of bonds 
 so called for redemption shall simultaneously be deposited with 
 or delivered to the Trustee as aforesaid. 
 
 Section 3. Not exceeding Twelve Million Dollars ($12,000,000) 
 face amount of the bonds authorized to be authenticated under and 
 secured by this Indenture forthwith upon the execution of this In- 
 denture, or thereafter from time to time, may be executed by the 
 Terminals Company, and thereupon without further action on the 
 part of the Terminals Company other than compliance with the re- 
 quirements of Section 1 of this Article Two shall be authenticated 
 by the Trustee and by it shall be delivered to the Terminals Com- 
 pany upon its written order. Such bonds are to be subject to 
 redemption as a whole but not in part, with a premium of five per 
 centum of the face value thereof and accrued interest, at the op- 
 tion of the Terminals Company, on April 1, 1942, or any interest 
 
23 
 
 day thereafter prior to their maturity, upon notice as provided 
 in Article Nine of this Indenture, and are also subject to redemp- 
 tion on October 1st, 1927, or any interest day thereafter, through 
 operation of the Sinking Fund provided for in Article Ten of 
 this Indenture. The Terminals Company hereby covenants that 
 such bonds, or the proceeds thereof to the amount of the sale 
 price thereof, shall be used to pay and discharge indebtedness 
 contracted by the Terminals Company prior to the date of this 
 Indenture, or to provide for expenditures to be made by the Ter- 
 minals Company subsequent to the date of this Indenture, for 
 the purposes specified in Part “A” of Section 4 of this Article 
 Two. 
 
 The Terminals Company shall from time to time and 
 prior to the issuance of any bonds under Section 4 of this 
 Article Two, furnish to the Trustee certificates in the form and 
 by the officers specified in Clause (b) of sub-division One of Part 
 B of Section 4 of this Article Two, showing that the proceeds, to 
 the amount of the sale price thereof, of all such bonds which 
 have theretofore been issued under this Section 3 of Article Two, 
 have been actually used or actually appropriated for the purposes 
 mentioned in this Section 3 of Article Two, (except such as shall 
 then be actually on hand and reserved for such purposes, or for 
 some one or more of them, as to which the certificates shall be 
 made when the moneys so reserved are actually used), and as 
 to any bonds to be issued under this Section 3 of Article Two, 
 not issued at the time of the issuance of any bonds under Section 
 4 of this Article Two, the Terminals Company shall from time 
 to time furnish to the Trustee the certificates aforesaid upon the 
 application of the proceeds of said bonds at the sale price thereof 
 to the purposes mentioned in this Section 3. 
 
 Section 4. Bonds secured by this Indenture may also be exe- 
 cuted by the Terminals Company and thereupon shall be authenti- 
 cated and delivered by the Trustee from time to time for any one 
 or more of the purposes specified in this Section 4 of Article Two, 
 but only as herein provided, and subject to the restrictions herein 
 stated. 
 
29 
 
 A. The purposes for which bonds may be authenticated and 
 delivered under this Section 4 of Article Two, and for which such 
 bonds or their proceeds shall be used are any of the following: — 
 
 (1) The construction and completion of the main passenger 
 station and its approaches and facilities, and of express, mail and 
 other buildings and plants necessary for the operation of the Pas- 
 senger Terminal ; 
 
 (2) The acquisition and construction of tracks necessary for 
 the operation of the Passenger Terminal and its approaches or 
 to make the necessary connections with railroads proposing to 
 use the Passenger Terminal ; such tracks shall be upon property 
 held by the Terminals Company either in fee, under perpetual 
 leasehold or under perpetual easement or franchise, and subject, 
 or to be made subject to the lien of this Indenture; 
 
 (3) The acquisition of rolling stock and equipment including 
 electric locomotives necessary for the operation of the Passenger 
 Terminal and its approaches to the amount of eighty per centum 
 of the cost thereof ;. 
 
 (4) The construction, restoration and improvement of streets, 
 sewers, viaducts, subways, roadways, sidewalks, passageways and 
 other municipal and public utility works necessary for the con- 
 struction or operation of the Passenger Terminal and its ap- 
 proaches or required by the ordinances of the City of Cleveland 
 relating to the construction of the Passenger Terminal; 
 
 (5) The acquisition of real estate, either in fee or under per- 
 petual leasehold, easements and rights and interests in real estate, 
 required for or in connection with the construction of the Passen- 
 ger Terminal and its approaches and the transaction of the busi- 
 ness of the Terminals Company; 
 
 (6) The construction and acquisition of additions, extensions, 
 betterments and improvements to and upon the Passenger Ter- 
 minal and its approaches and the facilities of the Terminals 
 Company ; such additions, extensions, betterments and improve- 
 ments shall be in respect of property held by the Terminals Com- 
 
HO 
 
 pany in fee, under perpetual leasehold or under perpetual ease- 
 ment or franchise, and subject, or to be made subject, to the lien 
 of this Indenture; 
 
 (7) All expenditures and all organization, administration, 
 engineering, legal and other costs, expenses and carrying charges 
 including interest, taxes and assessments during construction paid 
 or incurred by the Terminals Company in its organization, and in 
 the acquisition and holding of rights and property in connection 
 with the Passenger Terminal and its approaches and in connec- 
 tion with the purposes set forth in the foregoing sub-divisions 
 (1) to (6) inclusive, of this Section 4 of Article Two; 
 
 (8) The construction of buildings and other structures above 
 the planes required for the terminal tracks and structures over 
 the portion of the Passenger Terminal and its approaches where- 
 in the overhead rights are held in fee or under perpetual lease- 
 hold by the Terminals Company; 
 
 (9) To pay or refund any indebtedness of the Terminals Com- 
 pany contracted for any of the purposes for which bonds are 
 authorized to be issued under this Section 4 of Article Two; 
 
 (10) To reimburse the Terminals Company for expenditures 
 made for any of the purposes for which bonds may be issued as 
 provided in this Section 4 of Article Two, so far as such reimburse- 
 ment shall from time to time be permitted by law: 
 
 B. Bonds under this Section 4 of Article Two, shall be authen- 
 ticated and delivered by the Trustee from time to time and cash 
 deposited with the Trustee under the provisions of Section 5 of 
 this Article Two shall be paid out by the Trustee from time to 
 time, only upon and subject to the following conditions and re- 
 strictions : 
 
 One : — Before delivering bonds under this Section 4 of Article 
 Two, there shall be delivered to the Trustee a certified copy of the 
 resolution and other writings provided for in Section 1 of this 
 Article Two, and there shall also be delivered to the Trustee both 
 in the case of the delivery of bonds under this Section 4 of Article 
 
31 
 
 Two, and in the case of the payment by the Trustee of cash de- 
 posited with the Trustee under the provisions of Section 5 of this 
 Article Two, the following instruments: 
 
 (a) A copy of a resolution of the Board of Directors of the 
 Terminals Company certified as provided in Section 1 of this 
 Article Two, requesting the Trustee to authenticate and deliver 
 a specified amount of said bonds, at the sale price thereof, or to 
 pay out a specified amount of said deposited cash, to pay indebted- 
 ness contracted by the Terminals Company, or to reimburse the 
 Terminals Company, for expenditures made by the Terminals 
 Company for one or more of the purposes for which bonds may 
 be issued under this Section 4 of Article Two. 
 
 (b) A certificate signed by the President or one of the Vice- 
 Presidents or the Chief Engineer, and also by the Comptroller, 
 Auditor or Treasurer of the Terminals Company, setting forth : 
 (1) a general description and location of the work done or property 
 acquired for which said expenditures were made, and for which 
 bonds may be lawfully issued under this Section 4 of Article Two ; 
 and (2) also setting forth that said expenditures were not in excess 
 of the fair value of the property so acquired or of such work ; and 
 (3) that no part of such certified expenditures was included in any 
 previous certificate furnished hereunder, or was made or reim- 
 bursed or provided for out of any bonds or moneys received by the 
 Terminals Company under any other provision of this indenture; 
 and (4) that no part of said certified expenditures was, or will be, 
 included in the operating or maintenance expenses charged or 
 properly chargeable by the Terminals Company; and (5) in case 
 such certificate or certificates shall show the acquisition of or any 
 contract for any property, then such certificate or certificates 
 shall also state whether it is known or believed that such property 
 is, or that upon its acquisition will be, subject to any lien or 
 charge, except undetermined liens or charges incidental to con- 
 struction or current operation, prior to the lien of this indenture, 
 and such certificate shall specify the amount of any such prior 
 lien or charge, except that if any real property shall be acquired 
 
•32 
 
 in perpetual leasehold, such fact shall be stated in the certificate, 
 and the rent reserved under such perpetual leasehold shall not 
 be deemed a lien or charge in respect of which bonds are required 
 to be reserved by the Terminals Company or deposited cash is 
 required to be retained by the Trustee under this Clause (b) of 
 sub-division One. 
 
 None of the bonds shall be authenticated or delivered, and 
 none of the deposited cash shall be paid out for or in respect of the 
 construction or acquisition of property subject to any lien or charge 
 certified as aforesaid, (other than in the case of perpetual lease- 
 holds as above provided) unless or until the Trustee shall have re- 
 served therefrom an amount of bonds computed at the sale price 
 thereof, or of deposited cash authorized to be issued or paid out 
 under this Indenture, equal to the aggregate amount of such certi- 
 fied liens or charges. Whenever from time to time thereafter any 
 such certified liens or charges in respect of which such reservation 
 shall have been made, or any part thereof, shall have been paid or 
 satisfied, or shall be acquired and be effectually subjected to the lien 
 of this Indenture (either by filing with the Trustee evidence of such 
 payment or satisfaction, or by depositing with the Trustee evi- 
 dences of indebtedness representing such liens and charges, or by 
 other methods satisfactory to the Trustee), then, as in subdivision 
 Two of this Section 4 provided, and not otherwise, the Trustee shall 
 authenticate and deliver (or shall pay) to the Terminals Company 
 or upon its order, a proportionate amount of bonds authorized to 
 be issued, computed at the sale price thereof, or of deposited 
 cash authorized to be paid out hereunder and reserved by the 
 Trustee hereunder, but so that the amount of such bonds computed 
 at the sale price thereof, or of deposited cash so reserved by the 
 Trustee shall at all times equal the face value of such liens and 
 charges remaining unsatisfied and not subjected to the lien of this 
 Indenture. The Terminals Company shall from time to time, and 
 whenever the same may be reasonably required or appropriate, 
 furnish to the Trustee the written opinion of its counsel as to the 
 
3:-! 
 
 payment or satisfaction of such liens and charges and as to the 
 acquisition thereof and the effectual subjection thereof to the lien 
 of this Indenture, and as to any other material questions that 
 may arise in respect thereof. 
 
 In case the expenditure so certified shall have been for 
 the acquisition of property, the same shall ipso facto and forth- 
 with, and without further conveyance, become and be subject to 
 the lien of this Indenture as fully as if specifically mortgaged 
 hereby, but, if ,the Trustee shall so require, a supplemental In- 
 denture shall be duly executed by the Terminals Company to the 
 Trustee specifically subjecting the same to the lien of this In- 
 denture. 
 
 (c) An opinion of the Counsel of the Terminals Company (1) 
 that the purposes for which such expenditures were made are pur- 
 poses for which bonds hereunder may lawfully be issued by the 
 Terminals Company, (2) that the Terminals Company has good 
 title to the property acquired or constructed, or in the case of a 
 perpetual leasehold acquired that it has good title to such leasehold 
 subject only to the payment of the rent reserved, (3) whether a 
 supplemental Indenture is necessary or desirable for the purpose 
 of subjecting the same to the lien of this Indenture, and (4) that 
 the property acquired or constructed is free from any mortgage 
 or lien prior to the lien of this Indenture, except undetermined 
 liens or charges incidental to construction or current operation and 
 except as provided in Clause (b) of this sub-division One, and that 
 this Indenture constitutes a first lien thereon except as aforesaid. 
 
 Two— The same officer or officers, of the Terminals Com- 
 pany need not certify to all the facts or opinions required to be 
 certified to under the provisions of this Section 4. The resolu- 
 tions, certificates, statements and opinions required by this Sec- 
 tion 4, to be delivered to the Trustee, as a condition of the authenti- 
 cation of bonds, or the payment of deposited cash hereunder, may 
 be received by the Trustee as conclusive evidence of any fact or 
 matter therein set forth appertaining to its right or duty to 
 
34 
 
 authenticate or deliver bonds or pay such cash pursuant to the 
 provisions of this Section 4, and shall be full warrant, authority 
 and protection to the Trustee acting on the faith thereof for the 
 authentication by it of such bonds or the payment of such cash, 
 not only in respect of the facts, but also in respect of the opinions 
 therein set forth. 
 
 Upon the delivery to the Trustee of all the instruments herein- 
 before in this Section 4 required to be delivered for the purpose of 
 authorizing the authentication and delivery of bonds under this 
 Section 4, and upon the delivery to the Trustee of all such further 
 assurances and conveyances, if any, as shall be required by it, 
 and, in every case of the authentication of bonds, upon compliance 
 with Section 1 and this Section 4 of this Article Two, the Trustee 
 shall, upon the written order of the Terminals Company, signed 
 by its President or one of its Vice-Presidents, under its corporate 
 seal, and attested by its Secretary or one of its Assistant Secre- 
 taries, authenticate and deliver an amount of bonds issued here- 
 under, computed at the sale price thereof, or pay an amount of 
 deposited cash, which shall equal the amount (subject to the limi- 
 tation contained in subdivision (3) of Part A of this Section 4) 
 so certified to have been expended by the Terminals Company. 
 
 Section 5. The Terminals Company shall have the right from 
 time to time, in advance of making expenditures as aforesaid, to 
 sell any of the bonds to be issued under Section 4 of this Article 
 Two, and upon the filing with the Trustee of the resolution and 
 writings provided for in Section 1 of this Article Two, and upon 
 deposit with the Trustee of the cash proceeds of the sale of such 
 bonds at the sale price specified in said resolution, and, in case 
 said bonds be sold at a discount in excess of ten per cent, of the 
 face value thereof, upon deposit with the Trustee of cash to the 
 amount of the difference between the sale price and ninety per 
 cent, of the face value of said bonds, the Trustee shall authenti- 
 cate and deliver said bonds upon the written order of the Ter- 
 minals Company signed by its President or one of its Vice-Presi- 
 dents, under its corporate seal and attested by its Secretary or 
 
35 
 
 one of its Assistant Secretaries. The moneys so deposited are 
 herein sometimes called deposited cash and shall he held by the 
 Trustee under and subject to the lien of and as part of the secur- 
 ity provided by this Indenture until paid out from time to time 
 as hereinbefore in Section 4 of this Article Two provided. Interest 
 on deposited cash at such rate as shall be agreed upon with the 
 Terminals Company shall he allowed by the Trustee, and all such 
 interest may be paid from time to time to or upon the order of 
 the Terminals Company. 
 
 Section 6. The Terminals Company when authorized by reso- 
 lution of its Board of Directors, and the Trustee from time to 
 time and at any time, may enter into an indenture or indentures 
 supplemental hereto and which thereafter shall form a part hereof 
 for any one or more of the following purposes : 
 
 (a) To convey, transfer and assign to the Trustee and to sub- 
 ject to the lien of this Indenture with the same force and effect as 
 though included in the granting clause hereof additional property 
 then owned by the Terminals Company acquired by it by purchase 
 or otherwise ; 
 
 (b) To add to the limitations of the authorized amount, issue 
 and purposes of issue of bonds specified in Articles One or Two 
 hereof, other limitations to be thereafter observed. 
 
 (c) To establish the sinking fund applicable to each series of 
 bonds and to vary the provisions contained in Article Ten of this 
 Indenture in respect of the administration of such sinking fund; 
 
 (d) To vary the provisions contained in Article Nine of this 
 Indenture in respect of the redemption of bonds (such variation 
 shall not, however, be applicable to any series of bonds there- 
 tofore issued) ; 
 
 (e) To make provision in regard to matters or questions 
 arising under this Indenture as may be necessary or desirable and 
 not inconsistent with this Indenture. 
 
36 
 
 The Trustee is hereby authorized to join with the Terminals 
 Company in the execution of any such supplemental indenture and 
 to make the further agreements and stipulations which may be 
 therein contained, and to accept the conveyance, transfer and as- 
 signment of any property thereunder. 
 
 ARTICLE THREE. 
 
 Covenants of the Terminals Company. 
 
 Section 1. The Terminals Company covenants and agrees that 
 it will duly and punctually pay or cause to be paid to every holder 
 of every bond issued hereunder, and authenticated by the Trustee, 
 the principal and interest accruing thereon, at the dates and places, 
 and in the manner, mentioned in the said bond or in the coupons 
 thereto appertaining, according to the true intent and meaning 
 thereof. 
 
 The interest on coupon bonds shall be payable only upon 
 presentation and surrender of the respective coupons as such corn 
 pons respectively mature, and when and as paid, all coupons shall 
 forthwith be cancelled. 
 
 The interest on the registered bonds, without coupons, shall 
 be payable semi-annually to the registered holders thereof. As a 
 condition precedent to the payment of any installment of inter- 
 est on a registered bond, or of any coupon for interest on a coupon 
 bond, the Terminals Company may require the registered holder 
 of such registered bonds, or the bearer of such coupon, to furnish 
 such evidence as will enable the Terminals Company to determine 
 whether it is required by law to deduct or retain any tax or taxes 
 from the interest so payable. 
 
 Section 2. In order to prevent any accumulation after maturity 
 of coupons or claims for interest upon registered bonds, the Ter- 
 minals Company covenants and agrees that it will not, directly or 
 indirectly, extend or assent to the extension of the time for pay- 
 ment of any coupon or claim for interest upon any bonds secured 
 hereby, and that it will not, directly or indirectly, be a party to 
 
37 
 
 or approve any such arrangement by purchasing or funding said 
 coupons or claims for interest on registered bonds or in any other 
 manner. In case the time for payment of any such coupon or claim 
 for interest shall be so extended, whether or not such extension 
 be by or with the consent of the Terminals Company, such coupon 
 or claim for interest shall not be entitled, in case of default here- 
 under, to the benefit or security of this Indenture, except subject 
 to the prior payment in full of the principal of all bonds secured 
 hereby then outstanding, and of all coupons and claims for interest 
 on such bonds, the payment of which has not been so extended. 
 No coupon, which in any way, at or after maturity, shall have been 
 transferred or pledged, separate and apart from the bond to which 
 it relates, shall, unless accompanied by such bond, be entitled, in 
 case of a default hereunder, to any benefit of or from this Inden 
 ture except after the prior payment in full of the principal of all 
 the bonds issued hereunder, and of all coupons and claims for 
 interest not so transferred or pledged. 
 
 Section 3. The Terminals Company covenants and agrees 
 that it will from time to time duly pay and discharge all taxes, as- 
 sessments and governmental charges lawfully imposed upon the 
 property hereby mortgaged and pledged, or upon any part 
 thereof, or upon the income or profits thereof, the lien of 
 which would be prior or superior to the lien of this Indenture, so 
 that the priority of this Indenture shall be fully preserved in 
 respect of all such properties, and that it will also pay and dis- 
 charge all taxes, assessments and governmental charges lawfully 
 imposed upon the interest of the Trustee in the mortgaged 
 premises ; provided, however, that the Terminals Company shall 
 not be required to pay any such taxes, assessments or govern- 
 mental charges so long as it shall, in good faith and by appropriate 
 legal proceedings, contest the validity thereof ; and that it will also 
 duly pay all rents reserved under any leases of property held by 
 the Terminals Company under perpetual leasehold, and will other- 
 wise duly preserve all its rights in and under such leasehold. 
 
38 
 
 Section 4. The Terminals Company covenants and agrees 
 that it will, at all times until the payment of the principal of the 
 bonds secured by this Indenture, keep an office or agency in the 
 City of Cleveland and in the City of New York at which bonds 
 and coupons may be presented for payment, and where notices 
 or demands in respect of said bonds and coupons may be served, 
 or designate by written notice to the Trustee and by advertise- 
 ment a bank or trust company in said City of Cleveland and in 
 said City of New York for such purposes. In case of default in 
 maintaining any such office or agency, or in making any such 
 designation, presentation and demand may be made and notices 
 served at the office of the Trustee. At such offices or agencies the 
 Terminals Company will register, transfer and exchange any of 
 the bonds issued under this Indenture which by their terms may 
 be registered, transferred or exchanged thereat respectively. 
 
 Section 5. The Terminals Company covenants and agrees that 
 it will, with all reasonable diligence and dispatch, construct, com- 
 plete and equip its Passenger Terminal, and will comply with 
 the requirements of the ordinances of the City of Cleveland in 
 respect thereto. The Terminals Company will, at all times, until 
 the payment of the principal of the bonds issued under this In- 
 denture, diligently preserve all the rights to it granted and upon 
 it conferred, and by it held, now or hereafter, by contract or other- 
 wise, and will comply with the laws of the State of Ohio in such 
 manner and form as counsel learned in the law shall advise and 
 will not knowingly do or suffer any matter or thing whatsoever 
 whereby the indebtedness evidenced by the bonds or the security 
 therefor might or could be lost or impaired, and shall and will, at 
 all times, duly maintain and efficiently operate or cause to be duly 
 maintained and efficiently operated the Passenger Terminal, 
 tracks and their appurtenances subject to the lien of this In- 
 denture. 
 
 Section 6. The Terminals Company covenants and agrees at 
 all times to maintain, preserve and keep the mortgaged Passenger 
 
39 
 
 Terminal and every part thereof, with the equipment, fixtures and 
 appurtenances, and every part and parcel thereof, in thorough 
 repair, working order and condition, and that it will from time 
 to time make all needful and proper repairs, renewals, replace- 
 ments, additions, betterments and improvements, so that the traf- 
 fic and business thereof and of every part thereof shall at all times 
 be conducted with safety and expedition. 
 
 Section 7. The Terminals Company shall and will at all times 
 adequately insure and keep insured the buildings covered by this 
 Indenture. Such insurance shall be in companies satisfactory to 
 the Trustee, and all the policies shall be so drawn as to make any 
 losses thereunder payable to the Terminals Company and the 
 Trustee as their respective interests may appear, and upon the 
 written request of the Trustee all the policies shall be deposited 
 with the Trustee. If at any time requested in writing by the 
 Trustee, the Terminals Company will furnish the Trustee with a 
 detailed statement of the insurance policies then outstanding and 
 in force as aforesaid, and the names of the companies which have 
 issued such policies and the amounts thereof. In case of loss of or 
 damage to property owned by the Terminals Company, the in- 
 surance money received on any policy of insurance by the Ter- 
 minals Company shall be paid to the Trustee and may be applied 
 towards the repair, restoration, substitution or replacement of the 
 property destroyed or damaged, and in such case, upon the re- 
 quest of the Terminals Company accompanied by certificates 
 signed and verified by the President or one of the Vice Presidents, 
 and by the Chief Engineer of the Terminals Company, and also 
 by appropriate vouchers satisfactory to the Trustee, showing that 
 expenditures have been made for the repair, restoration, substitu- 
 tion or replacement of the property destroyed or damaged, not in 
 excess of the fair value and actual cost of such repair, restoration, 
 substitution or replacement, the Trustee shall pay over to the Ter- 
 minals Company, out of such insurance moneys then in its hands, 
 the amount of the expenditures then shown to have been made. 
 If the Terminals Company shall not, within one year from the time 
 
40 
 
 of payment by the insurers, advise the Trustee in writing of its 
 intention to have the insurance moneys applied towards the re- 
 pair, restoration, substitution or replacement of the property 
 destroyed or damaged as aforesaid, then the same shall be held 
 and applied by the Trustee in the same manner and under the 
 same conditions and restrictions as are provided with respect 
 to deposited cash in Section 4 of Article Two hereof. 
 
 In case of any loss covered by insurance policies, any ap- 
 praisement or adjustment of such loss and any settlement and 
 payment of indemnity therefor which may be agreed upon between 
 the Terminals Company and any insurance company, may be 
 consented to and accepted by the Trustee, and the Trustee shall in 
 no way be liable or responsible for the adjustment of any such loss 
 or for the collection of any insurance. 
 
 Section 8. The Terminals Company covenants and agrees that 
 this Indenture is, and will always be kept, a first lien upon all the 
 premises and property hereinabove described and granted, and 
 upon all additions, renewals, betterments and improvements there- 
 to, except as herein otherwise provided; that it will not create, or 
 suffer to be created, any lien or charge on a parity with or having 
 priority to, or preference over the lien of this Indenture upon the 
 mortgaged premises and property or any part thereof, except in 
 the case of property released, as provided in Section 1 of Article 
 Six hereof, and that it will, within three months after the same 
 shall have accrued, pay, or cause to be paid or discharged, or 
 will make adequate provision for the satisfaction or discharge of, 
 every lawful claim or demand for labor, materials, supplies or 
 other objects which, if not paid, might by law be given precedence 
 to this Indenture as a lien or charge upon the mortgaged premises 
 or any part thereof ; provided, that it shall not be required to pay 
 any such claims or demands so long as it shall in good faith, and 
 by appropriate legal proceedings, contest the validity thereof. 
 
 Section 9. The Terminals Company shall and will, from time 
 to time, and at any time hereafter, upon the demand of the Trustee, 
 make, do, seal, execute, acknowledge and deliver, or cause to be 
 
41 
 
 made, done, sealed, executed, acknowledged and delivered, all and 
 every such further or other acts, matters, things, deeds, con- 
 veyances and assurances in the law, for ,the better assuring, con- 
 veying and confirming unto the Trustee, and its successors, all 
 and singular the Passenger Terminal, and all its main railroad 
 tracks, side tracks, switch tracks, power houses, electrical ma- 
 chinery, equipment, signals and devices of every kind and character, 
 all its real and personal estates and property, all the buildings, 
 improvements, machinery and fixtures in and upon such real 
 estate, and all rights of way, streets, alleys, easements and cor- 
 porate rights and contracts, hereditaments and appurtenances 
 thereunto belonging and premises of every kind and description 
 hereby conveyed, or intended so to be, or which are by these 
 presents covenanted and agreed to be hereafter conveyed to the 
 Trustee, as by the Trustee, or by its counsel learned in the law, 
 shall be reasonably desired or required for better effectuating or 
 carrying out the provisions, objects and purposes of this In- 
 denture, and securing the payment of principal and interest of the 
 bonds to be issued as aforesaid. 
 
 Section 10. The Terminals Company will not issue, nego- 
 tiate, sell or dispose of the bonds in any manner other than in ac- 
 cordance with the provisions of this Indenture and the agreements 
 in that behalf herein contained and with the requirements of law, 
 and in issuing, selling, negotiating or otherwise disposing of such 
 bonds, from time to time, it will well and truly apply, or cause 
 to be applied, the same, or the proceeds thereof, to and, for the 
 purposes herein prescribed, and to or for no other or different 
 purposes. 
 
 ARTICLE FOUR. 
 
 Possession Until Default. 
 
 Section 1. Until an event of default shall have happened, the 
 Terminals Company shall have the right to retain the free and un- 
 controlled use, enjoyment, possession and management of the 
 aforesaid Passenger Terminal, estates and property, real and per- 
 
42 
 
 sonal, and corporate rights, and the earnings, incomes, issues and 
 profits thereof, hereby granted or intended so to be. And it is 
 understood and agreed that the Terminals Company in exercising 
 the rights to the uncontrolled use, enjoyment, possession and man- 
 agement of the aforesaid Passenger Terminal, estates and proper- 
 ty, real and personal, and the earnings, incomes, issues and profits 
 thereof, may renew, make replacements of, substitutions for, and 
 repair all and every part of the said Passenger Terminal, estates 
 and property, and apply and appropriate the earnings, incomes, 
 issues and profits thereof to the payment of the current expenses 
 of maintaining and operating its said Passenger Terminal, and to 
 the purchase of necessary materials, machinery and equipment 
 therefor, and to any and all other uses and purposes of the Ter- 
 minals Company, including the distribution of dividends to its 
 stockholders. 
 
 Section 2. In respect of any shares of stock of other corpora- 
 tions or mortgage bonds, that may at any time be transferred to 
 the Trustee subject to the trusts established by this indenture: 
 
 (a) The Terminals Company shall do, and the Trustee shall 
 permit to be done whatever may be necessary for the purpose of 
 maintaining or preserving the corporate existence of each and 
 every corporation, the stock of which shall be transferred to the 
 Trustee as aforesaid, and for such purpose the Trustee may, from 
 time to time, permit and authorize the sale and transfer of such 
 number of shares of stock of any such corporation as may be nec- 
 essary to qualify persons who may be chosen members of the 
 Board of Directors of such corporation; 
 
 (b) Until an event of default shall have happened, the 
 Terminals Company shall be entitled to receive the inter- 
 est paid in respect of any such mortgage bonds and the 
 dividends paid in respect of any such stocks, and the Trustee from 
 time to time upon request of the Terminals Company shall deliver 
 to the Terminals Company any coupons for such interest then in 
 the possession of the Trustee, and suitable orders in favor of the 
 
43 
 
 Terminals Company or its nominee, for the payment of such in- 
 terest and dividends, and the Terminals Company may collect 
 such coupons, interest and dividends, and the Trustee shall pay 
 over to the Terminals Company any such interest or dividends 
 which may have been collected or received by it; provided, how- 
 ever, that any and all stock dividends that may be declared on any 
 of the shares of said stock shall be endorsed and delivered to the 
 Trustee to be held by the Trustee under the trusts established by 
 this Indenture ; and provided further, that any payments made on 
 account of the principal of any of said mortgage bonds, and any 
 cash dividends declared on any shares of said stock becoming 
 payable upon or in the course of the dissolution, liquidation or 
 winding up of any such corporation, or that in any way shall be 
 chargeable to or payable out of capital, shall be paid to the Trustee 
 and shall be held by the Trustee as deposited cash, and paid out 
 by the Trustee as provided in Section 4 of Article Two of this in- 
 denture. 
 
 (c) Until an event of default shall have happened, the 
 Terminals Company shall also have the right to vote upon, 
 or to give any consent in respect of, all shares of said stock 
 for all purposes not inconsistent with the provisions or purposes 
 of this Indenture, and with the same force and effect as though 
 such shares were not subject to this Indenture; and from time to 
 time, upon request of the Terminals Company, the Trustee forth- 
 with shall execute and deliver, or shall cause to be executed and 
 delivered to the Terminals Company, or to its nominee, suitable 
 powers of attorney or proxies to vote upon, or to give any consent 
 in respect of, any such shares of stock, which powers of attorney 
 or proxies shall, however, by proper limitation therein, be restrict- 
 ed to purposes not inconsistent with the provisions or purposes of 
 this Indenture; the execution of a mortgage for its proper cor- 
 porate purposes by any such corporation shall not, however, be 
 deemed inconsistent with the provisions or purposes of this In- 
 denture ; 
 
44 
 
 (d) In case default shall be made in the payment of the prin- 
 cipal or interest of any of the mortgage bonds transferred to the 
 Trustee as aforesaid, or of any other mortgage bonds then secured 
 by the same mortgage or deed of trust as such mortgage bonds, 
 then and in any such case, if the Trustee shall hold more than 
 eighty-five (85) per cent in amount of the entire issue of such 
 bonds in default, it shall upon written request of the Terminals 
 Company, and in other cases upon such written request it may in 
 its discretion, cause proper proceedings to be instituted and pro- 
 secuted in some court of competent jurisdiction to foreclose or to 
 enforce the mortgage or trust or charge by which such mortgage 
 bonds in default are secured ; provided, however, that the Trustee 
 shall not be required to take any such action without being first 
 indemnified to its satisfaction against any expense or liability. In 
 case an event of default shall have happened and shall be continu- 
 ing, the Trustee in its discretion may institute such proceedings 
 without such written request. 
 
 In case (1) any corporation, all or part of whose capital stock 
 shall be subject to this Indenture, shall be dissolved or be liqui- 
 dated, or in case (2) all or any of the property of any such corpora- 
 tion shall be sold upon the insolvency of such corporation at any 
 judicial or other sale, or, in case (3) any property covered by a 
 mortgage securing any of the pledged bonds, shall be sold upon 
 foreclosure of such mortgage or by enforcement of the trust there- 
 in established, then in any such event, if the property of such dis- 
 solved or liquidated company, or the property sold, can be ac- 
 quired by crediting on the bonds or stock, held by the Trustee 
 hereunder, any sums accruing or to be received thereon out of the 
 proceeds of such property, and by paying not more than fifteen 
 (15) per cent, of the price of such property in cash (or more than 
 fifteen (15) per cent, if the Terminals Company or the holders of 
 a majority in amount of the bonds hereby secured shall so re- 
 quest), the Trustee in its discretion may, but if requested in writ- 
 ing by the Terminals Company or by the holders of a majority in 
 amount of the bonds hereby secured and provided with the amount 
 
45 
 
 of cash necessary therefor (whether such amount he more or less 
 than fifteen (15) per cent, of the price of such property) , the 
 Trustee in such case shall, purchase or cause to be purchased, or 
 permit the Terminals Company to purchase such property, either 
 in the name or on behalf of the Trustee or of the Terminals Com- 
 pany or by purchasing trustees, and use or permit the Terminals 
 Company to use such bonds or stock, so far as may be, to make 
 payment for such property ; and in case of any such purchase the 
 Trustee shall take such steps as it may deem proper to cause such 
 property to be vested either in the Terminals Company subject 
 to this Indenture, or in some other corporation organized or to 
 be organized with power to acquire and manage such property, 
 provided that all the bonds and other indebtedness (except such, 
 if any, as the property was acquired subject to), and all capital 
 stock thereof (excepting the number of shares required to qualify 
 directors), shall be received by the Trustee, and shall be held for 
 the benefit of the Terminals Company or its assigns, subject to 
 this Indenture. 
 
 With the written consent of the Terminals Company, the 
 Trustee at any time may vote upon any shares of stock that shall 
 be held by it hereunder, and may take such other action in further- 
 ance of the provisions of this sub-division (d) of Section 2 of 
 Article Four, as in its discretion it shall deem advisable to protect 
 its interests and the interests of the bond-holders hereunder in 
 respect of any mortgage bonds or stocks subject to the lien of this 
 Indenture, and with such consent of the Terminals Company, the 
 Trustee may join in any plan of reorganization or readjustment 
 in respect of any such mortgage bonds or stocks, and may accept 
 new securities issued in exchange therefor under such plan. In 
 case an event of default shall have happened and shall be continu- 
 ing, the Trustee shall be entitled to take such steps without the 
 consent of the Terminals Company. 
 
 The Terminals Company covenants that, on demand of the 
 Trustee, the Terminals Company forthwith will pay, or will satis- 
 factorily provide for, all expenditures incurred by the Trustee 
 
46 
 
 under any of the provisions of this sub-division (d) of Section 2 
 of Article Four, including all sums required to obtain and perfect 
 the ownership and title to any property which the Trustee shall 
 purchase or shall cause to be purchased pursuant to the provisions 
 hereof, and in case the Terminals Company shall fail so to do, 
 then, without impairment of, or prejudice to, any of its rights 
 hereunder by reason of the default of the Terminals Company, the 
 Trustee in its discretion may advance moneys to meet all such 
 expenses and any other moneys required, or may procure such ad- 
 vances to be made by others, and for such advances made by the 
 Trustee, or by others at its request, with interest thereon, the 
 Trustee shall have a lien prior to the lien of these presents upon 
 the mortgaged premises and pledged property. 
 
 In case the Trustee shall not purchase or cause to be pur- 
 chased the property sold at any such sale, and shall not join in a 
 plan of reorganization as aforesaid in respect of such mortgage 
 bonds or stocks, then the Trustee shall receive any portion of the 
 proceeds of the sale accruing or receivable in respect of said mort- 
 gage bonds or stocks, and such proceeds, from time to time, shall 
 be paid to the Trustee, and shall be held by it as deposited cash 
 and paid out by it as provided in Section 4 of Article Two of this 
 Indenture. 
 
 (e) Any corporation, all or the greater part of whose capital 
 stock shall be subject to this Indenture, may be merged into or 
 consolidated with, or all or any of its property may be sold or 
 conveyed to, any other corporation, all or the greater part of 
 whose capital stock shall be subject to this Indenture; provided, 
 however, that in case of any such merger or consolidation or pur- 
 chase, there shall continue to be or shall be made subject to the lien 
 of this Indenture at least the same percentage (not less than 
 the majority) of the capital stock of the merging or consolidated 
 or purchasing corporation as was held by the Trustee subject to 
 this Indenture of the corporation so merged, consolidated or 
 whose property was purchased as aforesaid, which shall be held 
 by the Trustee hereunder pursuant to the provisions hereof. 
 
47 
 
 Any corporation, all or a part of whose capital stock shall 
 be subject to this Indenture, may be consolidated with any other 
 corporation upon such terms as may be approved by the Trustee, 
 provided that there shall be subjected to the lien of this Indenture 
 a majority of the capital stock of the consolidated corporation, if 
 previous to such consolidation a majority of the capital stock of 
 one of the consolidating corporations was subject thereto. 
 
 Any corporation, all or part of whose capital stock shall be 
 subject to this Indenture, may merge into itself, or take a con- 
 veyance of the property and franchises belonging to, any other cor- 
 poration, if in so doing the amount of the capital stock of such 
 merging or purchasing corporation not subject to this Indenture 
 is not increased. 
 
 ARTICLE FIVE. 
 
 In Case of Default. 
 
 Section 1. If the Terminals Company (1) shall at any time 
 hereafter make default or refuse, neglect or omit, for a period 
 of six months, to pay any installment of interest on the bonds se- 
 cured by this Indenture or any of them, as the same shall become 
 due and payable as aforesaid; or (2) shall make default or refuse, 
 neglect or omit, to pay the principal sum or sums of the said bonds 
 or any of them, when they become due and payable as aforesaid ; or 
 (3) shall at any time hereafter make default or refuse, neglect 
 or omit, for a period of six months, to pay any installment of 
 any sinking fund provided in respect of any series of bonds 
 as the same shall became payable; or (4) if the Terminals 
 Company shall fail to keep any of the other covenants here- 
 in or in any of the bonds contained, and shall persist in 
 such failure for six months after written demand for com- 
 pliance by the Trustee, or by the holders of ten per cent, or more 
 in amount of the bonds then outstanding; then and in any such 
 case (herein sometimes called “events of default”), the Trustee 
 may, during the continuance of such default, enter upon and take 
 possession of the said Passenger Terminal, estates and property, 
 
48 
 
 real and personal, and the premises hereby mortgaged or agreed 
 or intended so to be, and by itself or by such agents as it may 
 appoint, operate, use, manage, and control the same to the best 
 advantage, and take, collect and receive the tolls, rents, fares, 
 revenues, income and profit thereof. Upon every such entry 
 the Trustee may from time to time, at the expense of the 
 trust estate, either by purchase, repair or construction, main- 
 tain and restore and insure or keep insured, the property, 
 buildings and structures erected or provided for use in con- 
 nection with said Passenger Terminal and other property, and 
 of which it shall become possessed as aforesaid; and like- 
 wise may from time to time, at the expense of the trust estate, 
 make all necessary or proper repairs, renewals, replacements, 
 alterations, additions, betterments and improvements thereto and 
 thereupon as to it may seem judicious. The Trustee, in case of 
 such entry, shall have the right to manage the mortgaged prem- 
 ises and to carry on the business and to exercise all the rights 
 and powers of the Terminals Company, either in the name of 
 the Terminals Company or otherwise, as the Trustee shall deem 
 best. After deducting the expenses of operating said Passenger 
 Terminal and other property, and of conducting the business 
 thereof, and of all repairs, maintenance, renewals, replacements, 
 alterations, additions, betterments and improvements, and all 
 payments which may be made for taxes, assessments, insurance 
 and prior or other proper charges upon the said Passenger Termi- 
 nal and property or any part thereof, as well as just and reason- 
 able compensation for its own services and for the services of all 
 counsel, agents and employes by it properly engaged and em- 
 ployed, the Trustee shall and will apply the moneys arising as 
 aforesaid as follows: — 
 
 (a) In case the principal of the bonds hereby secured shall 
 not have become due, to the payment of the interest in default 
 in the order of the maturity of the installments of such interest, 
 with interest thereon at the same rates of interest as were borne 
 by the bonds on which such interest , shall be in default, such 
 
 * l 
 
49 
 
 payments to be made ratably to the persons entitled thereto 
 without any discrimination or preference. 
 
 (b) In case the principal of the bonds hereby secured shall 
 have become due, by declaration or otherwise, first, to the pay- 
 ment of the accrued interest in the order of the maturity of the 
 installments, with interest on the overdue installments of interest 
 at the same rates of interest as were borne by the bonds on which 
 such interest shall be in default, and next, if any surplus remain, 
 toward the payment of the principal of all bonds hereby secured; 
 such payments in every instance to be made ratably to the per- 
 sons entitled thereto, without any discrimination or preference. 
 
 These provisions, however, are not intended in anywise to 
 modify the provisions of Section 2 of Article Three hereof. 
 
 Upon compliance with all provisions of this Indenture as 
 to which the Terminals Company shall be in default, and upon 
 the payment in full of whatever may be due for principal and 
 interest or payable for other purposes, the Passenger Terminal 
 and property shall be returned to the Terminals Company, its 
 successors or assigns. 
 
 Section 2. In case an event of default shall happen, then and 
 in any such case the Trustee may, and upon the written request 
 of the holders of a majority in amount of the bonds hereby se- 
 cured then outstanding shall, by notice in writing delivered to 
 the Terminals Company, declare the principal of all bonds se- 
 cured hereby then outstanding to be due and payable immediately, 
 and, upon any such declaration, the same shall become and be 
 immediately due and payable, anything in this Indenture or in 
 said bonds contained to the contrary notwithstanding. This pro- 
 vision is, however, subject to the condition that, if the declaration 
 shall have been made on account of the non-payment of any install- 
 ment of interest, and, if at any time after the principal of said 
 bonds shall have been so declared due and payable, all arrears of 
 interest upon such bonds, with interest on the overdue installments 
 of interest at the same rates of interest as were borne by the bonds 
 
50 
 
 on which such interest shall be in default, and the ex- 
 penses of the Trustee, and all other sums which shall have 
 become due and payable by the Terminals Company here- 
 under, other than the principal of such bonds, shall be paid 
 by the Terminals Company, or be collected out of the mortgag- 
 ed premises, before any sale of the mortgaged premises shall have 
 been made, or, if the principal of said bonds shall have been de- 
 clared due and payable because of one or more of the other events 
 of default in Section 1 of this Article Five specified and thereafter 
 all such defaults shall have been cured before any sale of the mort- 
 gaged premises shall have been made, then and in every such case 
 the holders of a majority in amount of the bonds hereby secured 
 then outstanding, by written notice to the Terminals Company and 
 to the Trustee, may waive such default and its consequences, and 
 obtain from the Trustee a rescission of such declaration of the 
 maturity of the principal; but no such waiver shall extend to or 
 affect any subsequent default, or impair any right consequent 
 thereon. 
 
 Section 3. In case an event of default shall happen, the 
 Trustee may, during the continuance of the default with or with- 
 out entering, in its discretion: 
 
 (1) Proceed to sell the Passenger Terminal, estates and 
 property, real and personal, corporate rights and premises here- 
 by conveyed and agreed or intended so to be, to the highest 
 and best bidder at public sale in the City of Cleveland, in the 
 State of Ohio, at such place and at such time and upon such 
 terms as the Trustee may fix, and briefly specify in the notice of 
 sale to be given as herein provided, or as may be required by law 
 or; 
 
 (2) Proceed to protect and enforce its rights and the rights 
 of bondholders under this Indenture by a suit or suits in equity 
 or at law, whether for the specific performance of any covenant or 
 agreement contained herein, or in aid of execution of any power 
 herein granted, or for the foreclosure of this Indenture for inter- 
 
51 
 
 est or for principal, or both, or for the enforcement of any other 
 appropriate legal or equitable remedy, as the Trustee shall deem 
 most effectual in support of any of its rights or duties hereunder. 
 
 Upon filing a bill in equity or upon commencement of other 
 judicial proceedings by the Trustee to enforce any right under 
 this Indenture, the Trustee shall be entitled to exercise the right 
 of entry herein conferred and also any and all rights and powers 
 herein conferred and provided to be exercised by the Trustee 
 upon the occurrence and continuance of default as hereinbe- 
 fore provided; and, as matter of right, the Trustee shall be en- 
 titled to the appointment of a receiver of the premises hereby 
 mortgaged and pledged, and of the tolls, earnings, revenues, rents, 
 issues, profits and other income thereof, with such powers as 
 the court making such appointment shall confer. 
 
 In case the Terminals Company shall make default in any 
 of the respects mentioned in this Article Five, and, at any time 
 during the continuance of such default, there shall be any exist- 
 ing judgment against the Terminals Company unsatisfied and 
 unsecured by bond on appeal, or in case, in any judicial pro- 
 ceeding by any party other than the Trustee, a receiver shall be 
 appointed of the Terminals Company or of any of its property, 
 or a judgment or order entered for the sequestration of its prop- 
 erty, then the Trustee shall be entitled forthwith, without wait- 
 ing any prescribed default period, to exercise the right of entry 
 herein conferred, and also any and all other rights and powers 
 herein conferred and provided to be exercised by the Trustee 
 upon the occurrence and continuance of default as hereinbefore 
 provided; and, as matter of right, the Trustee shall thereupon 
 be entitled to !the appointment of a receiver of the premises here- 
 by mortgaged and pledged and of the earnings, income, rents, 
 issues or profits thereof, with such powers as the court making 
 such appointment shall confer. 
 
 Upon the written request of the holders of twenty-five per 
 cent, in amount of the bonds then outstanding, in case one or more 
 of the events of default shall happen, it shall be the duty of the 
 
52 
 
 Trustee, upon being indemnified as hereinafter provided, to take 
 all steps needful for the protection and enforcement of the rights 
 of the Trustee and the rights of the holders of the bonds, and 
 to exercise the power of entry or of sale herein conferred, or 
 both, or to take appropriate judicial proceedings by action, suit 
 or otherwise as the Trustee, being advised by counsel learned 
 in the law, shall deem most expedient in the interest of the hold- 
 ers of the bonds. 
 
 Anything in this Indenture contained to the contrary not- 
 withstanding, the holders of seventy-five per cent, in amount of 
 the bonds hereby secured then outstanding shall have the right 
 from time to .time, if they so elect and manifest such election by 
 an instrument in writing executed and delivered to the Trustee, 
 to direct and control the method and place of conducting any 
 and all proceedings for any sale of the premises hereby mort- 
 gaged and pledged, or for the foreclosure of this Indenture, or 
 for the appointment of a receiver. 
 
 No remedy herein conferred upon or reserved to the Trustee 
 or to the holders of bonds hereby secured is intended to be ex- 
 clusive of any other remedy, but every remedy herein provided 
 shall be cumulative, and shall be in addition to every other remedy 
 given hereunder or now or hereafter exisiting at law or in equity, 
 or by statute, and every power and remedy given by this Inden- 
 ture to the, Trustee or to the bondholders may be exercised from 
 time to time and as often as may be deemed expedient. No delay 
 or omission of the Trustee or of any holder of bonds hereby 
 secured to exercise any right or power arising from any default 
 shall impair any such right or power, or shall be construed to 
 be a waiver of any such default or any acquiescence therein. In 
 case the Trustee shall have proceeded to enforce any right under 
 this Indenture by foreclosure, entry or otherwise, and such pro- 
 ceedings shall have been discontinued or abandoned because of 
 waiver or for any other reason, or shall have been determined 
 adversely to the Trustee, then, and in every such case, the Termi- 
 nals Company and the Trustee shall severally and respectively 
 
be restored to their former positions and rights hereunder in 
 respect to the mortgaged premises, and all rights, remedies and 
 powers of the Trustee shall continue as though no such proceed- 
 ings had been taken. 
 
 Section 4. In the event of any sale under or by virtue of 
 the power of sale herein contained or by virtue of judicial pro- 
 ceedings or of any judgment or decree of foreclosure and sale, 
 the whole of the Passenger Terminal, premises and property here- 
 by mortgaged shall be sold in one parcel and as an entirety, in- 
 cluding all the rights, titles, estates, tracks, equipment, and ap- 
 purtenances, unless such sale as an entirety be impracticable by 
 reason of some statute or other cause, or unless the holders of 
 a majority in amount of the bonds hereby secured then outstand- 
 ing shall in writing request the Trustee to cause said premises 
 and property to be sold in parcels, in which case the sale shall be 
 made in such parcels as may be specified in such request ; and this 
 provision shall bind the parties hereto and each and every of the 
 holders of the bonds and coupons hereby secured or intended so 
 to be. Notice of any such sale, either of all or part of the property, 
 shall state the time when and the place where the same is to be 
 made and shall contain a brief general description of the property 
 to be sold, and shall be published once in each week for four suc- 
 cessive weeks prior to such sale in one daily newspaper of general 
 circulation published in the Borough of Manhattan in the City of 
 New York, N. Y., and in one daily newspaper of general circula- 
 tion published in the City of Cleveland, Ohio, and such notice 
 shall also comply with any requirement of statute or rule or 
 order of court. The Trustee may adjourn any such sale or 
 cause the same to be adjourned from time to time by announce- 
 ment at the /time and place appointed for such sale or for such 
 adjourned sale or sales; and without further notice or publica- 
 tion, such sale may be made at the time and place to which the 
 same shall be so adjourned. In case of such sale of the mortgaged 
 premises and property, the whole of the principal sum of the 
 
54 
 
 bonds hereby secured, if not previously due, shall become im- 
 mediately due and payable, anything in said bonds or in this In- 
 denture contained to the contrary notwithstanding. 
 
 Section 5. In case of any sale of the mortgaged premises and 
 property, 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 part of the trust estate, shall, subject to the provisions 
 of Section 2 of Article Three hereof, be applied as follows : 
 
 First. To the payment of the costs and expenses of such sale, 
 including reasonable compensation to the Trustee, its agents, at- 
 torneys and counsel and of all expenses, liabilities and advances 
 incurred or made hereunder by the Trustee, and to the payment 
 of all taxes, assessments or liens prior to the lien of these presents 
 except any taxes, assessments or other superior liens subject to 
 which such sale may have been made. 
 
 Second. To the payment of the whole amount then owing or 
 unpaid upon the bonds hereby secured for principal and interest, 
 together with interest on overdue installments of principal and in- 
 terest at the same rates as were borne by the bonds respectively; 
 and in case such proceeds shall be insufficient to pay the whole 
 amount so due and unpaid upon the said bonds, then to the payment 
 of such principal and interest, without preference or priority of 
 principal over interest or of interest over principal, or of any in- 
 stallment of interest over any other installment of interest, ratably, 
 to the aggregate of such principal and accrued and unpaid interest. 
 Such payments shall be made on the date fixed therefor by the 
 Trustee upon presentation of the several bonds and coupons and 
 stamping thereon the amount paid if such bonds and coupons be 
 only partly paid, and upon surrender thereof if fully paid. 
 
 Third. To the payment of the surplus, if any, to the Ter- 
 minals Company, its successors or assigns, or 'to whomsoever may 
 be lawfully entitled to receive the same. 
 
55 
 
 Section 6. In case of any sale of the mortgaged premises and 
 property or any part thereof, the purchaser, for the purpose of 
 making settlement or payment for the property purchased, shall 
 be entitled to turn in, or apply towards the payment of the pur- 
 chase price, and to be credited with, any bonds secured hereby 
 and any matured and unpaid interest or coupons (subject, how- 
 ever, to the provisions of Section 2 of Article Three) to the ex- 
 tent of the distributive share of such bonds, interest and coupons 
 upon a distribution among the bondholders 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 bonds, interest and coupons so applied in payment by the pur- 
 chaser shall be deemed to be paid only to the extent so applied. 
 At any such sale, the Trustee or any bondholder or any other person 
 may bid for and purchase such property and may make payment 
 therefor as aforesaid, and, upon compliance with the terms of 
 sale, may hold, retain and dispose of such property without 
 further accountability. The receipt of the Trustee or of the court 
 officer conducting such sale shall be a sufficient discharge for 
 the purchase money to any purchaser of the property, or any 
 part thereof, sold as aforesaid, and no such purchaser or his 
 representatives, grantees or assigns, after paying such purchase 
 money and receiving such receipt, shall be bound to see to the 
 application of such 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 or any part thereof. 
 
 Section 7. Upon the completion of any sale or sales, the 
 Trustee shall execute and deliver to the accepted purchaser or 
 purchasers a good and sufficient deed or deeds of conveyance, 
 sale, and transfer of the property sold, or shall execute and de- 
 liver, in conjunction with the deed or deeds of the court officer 
 conducting such sale, a proper release of such property. The 
 Trustee and its successor or successors are hereby appointed the 
 true and lawful attorney or attorneys irrevocable of the Ter- 
 
56 
 
 minals Company, in its name and stead to make all necessary 
 deeds of conveyance, sale and transfer of such property, and for 
 that purpose may execute all necessary acts of conveyance, as- 
 signment and transfer and may substitute one or more persons 
 or corporations with like power, the Terminals Company hereby 
 ratifying and confirming all that its said attorney or attorneys, 
 or such substitute or substitutes, shall lawfully do by virtue 
 hereof. Nevertheless, the Terminals Company shall, if so re- 
 quested by the Trustee, ratify and confirm such sale by executing 
 and delivering to the Trustee or to such purchaser or purchasers 
 all proper deeds, conveyances and releases, as may be designated 
 in such request. Any such sale or sales made under or by virtue 
 of this Indenture, either under the power of sale hereby granted 
 and conferred or under or by virtue of judicial proceedings, shall 
 divest all right, title, interest, estate, claim and demand whatso- 
 ever, either at law or in equity, of the Terminals Company of, in 
 and to the premises and property sold, and shall be a perpetual bar 
 both at law and in equity against the Terminals Company, its 
 successors and assigns, and against any and all persons claiming 
 or to claim the premises sold or any part thereof from, through 
 or under the Terminals Company, its successors or assigns. 
 
 Section 8. The Terminals Company covenants and agrees 
 that in case (1) default shall be made in the payment of any 
 interest on any bonds hereby secured and such default shall con- 
 tinue for a period of six months; or in case (2) default shall be 
 made in the payment of the principal of any such bonds when the 
 same shall become payable, whether at the maturity of said 
 bonds, or by declaration as authorized by this Indenture, or upon 
 a sale of the mortgaged premises and property as hereinbefore 
 provided; then, upon demand of the Trustee, it will pay to the 
 Trustee for the benefit of 'the holders of the bonds and coupons 
 hereby secured then outstanding, the whole amount due and pay- 
 able on all such bonds and coupons for principal or interest or 
 both, as the case may be, with interest upon the overdue principal 
 
57 
 
 and installments of interest at the same rate provided in the respec- 
 tive bonds, whereof the principal or installment of interest shall be 
 over-due, and, in case the Terminals Company shall fail to pay the 
 same forthwith upon such demand, the Trustee, in its own name 
 and as trustee of an express trust, shall be entitled to recover 
 judgment for 'the whole amount so due and unpaid. The Trustee 
 shall be entitled to recover judgment as aforesaid either before or 
 after or during the pendency of any proceedings for the enforce- 
 ment of the lien of this Indenture upon the mortgaged premises 
 and property, and its right to recover such judgment shall not be 
 affected by any entry or sale hereunder, or by the exercise of 
 any other right, power or remedy for the enforcement of the pro- 
 visions of this Indenture, or the foreclosure of the lien hereof, 
 and, in case of a sale of the mortgaged premises and property 
 and of the application of the proceeds of sale to the payment of 
 the mortgage debt, 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 bonds hereby secured and 
 then outstanding, for the benefit of the holders thereof, and shall 
 be entitled to recover judgment for any portion of the mortgage 
 debt remaining unpaid, with interest. No recovery of any judg- 
 ment by the Trustee and no levy of any execution under any such 
 judgment upon property subject to the lien of this Indenture, 
 or upon any other property, shall, in any manner or to any extent, 
 affect or impair the lien of the Trustee upon the mortgaged prem- 
 ises and property or any part thereof, or any lien, rights, powers 
 or remedies of the Trustee hereunder, or any rights, powers or 
 remedies of the holders of the bonds hereby secured, but such 
 lien, rights, powers and remedies shall continue unaffected and 
 unimpaired as before. Any moneys thus collected by the Trustee 
 under this Section 8 shall be applied by the Trustee, first, to the 
 payment at the option of the Trustee, of the costs and expenses 
 of the proceedings resulting in the collection of such moneys and 
 of the expenses paid or incurred by the Trustee in theretofore 
 
58 
 
 managing and maintaining the property hereby conveyed; and, 
 second, toward payment of the amounts then due and unpaid 
 upon such bonds and coupons respectively, without any preference 
 or priority of any kind (except as provided in Section 2 of Article 
 Three) but ratably according to the amounts due and payable upon 
 such bonds and coupons respectively, at the date fixed by the 
 Trustee for the distribution of such moneys, upon presentation 
 of the several bonds and coupons and stamping such payment 
 thereon if partly paid, and upon surrender thereof if fully paid. 
 
 Section 9. The Terminals Company further covenants and 
 agrees that it will not at any time insist upon or plead or in 
 any manner whatever claim or take the benefit or advantage of 
 any stay or extension law now or at any time hereafter in force 
 in any locality where the mortgaged premises, or any part there- 
 of, may or shall be situate, 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 mortgaged 
 premises or any part thereof, 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, nor will it, after 
 any such sale or sales, claim or exercise any right under any 
 statute to redeem the property so sold or any part 'thereof or ob- 
 struct or impede the accepted purchaser from taking possession 
 of the same, and it hereby expressly waives all benefit or ad- 
 vantage of any such law or laws, and covenants that it will not 
 hinder, delay or impede 'the execution of any power herein granted 
 and delegated to the Trustee, but will suffer and permit the exe- 
 cution of every such power as though no such law or laws had 
 been made or enacted. 
 
 Section 10. Anything in this Indenture to the contrary not- 
 withstanding, in case several series of bonds be outstanding under 
 this Indenture and default shall be made in the payment of the 
 principal or interest of such bonds of any one or more of such 
 series and not in respect of the bonds of one or more others, then 
 
59 
 
 whatever action in this Article Five of this Indenture it is pro- 
 vided may or shall be taken upon such default (continuing as 
 in this Indenture provided) by or upon the request of the hold- 
 ers of a specific percentage of bonds outstanding, may be or 
 shall be taken, in respect of such bonds of the series in respect 
 of which such default shall have been made, by or upon the re- 
 quest of the holders of a majority in amount of the outstanding 
 bonds of such series upon which such default shall have occurred. 
 
 ARTICLE SIX. 
 
 Release or Mortgaged Property. 
 
 Section 1. From time to time upon the written request of 
 the Terminals Company evidenced by a resolution of its Board 
 of Directors, and upon the certificate of its President or a Vice- 
 President and its Chief Engineer or Treasurer, which certificate 
 shall conform to the provisions hereinafter in this section set 
 forth, the Trustee, upon receiving a certified copy of such resolu- 
 tion and the original of such certificate, shall release from the 
 lien of this Indenture any part of the lands of the Terminals 
 Company above the elevation of the planes required for the opera- 
 tion of the terminal tracks and structures as specified in such 
 resolution and certificate, together with appropriate easement 
 for the support of any building or buildings or structure or struc- 
 tures to be constructed above the elevation of said planes upon 
 columns, foundations and supports constructed or to be constructed 
 below said planes. Such certificate shall set forth (a) a description 
 of the property, a release of which is requested, and of the ease- 
 ment for the support of the building or buildings, structure or 
 structures to be constructed, specifying the elevation of the planes 
 below which the spaces (except at the location of the building 
 columns, supports and foundations) are excepted and reserved 
 for the operation of the terminal tracks and structures, and that 
 the release of the property and of the easement for support, a 
 release of which is requested, will not impair or interfere with 
 the operations of the terminal tracks and structures of the Ter- 
 
60 
 
 minals Company; (b) that it is proposed to improve the prop- 
 erty, release of which is requested, by the construction of a build- 
 ing or buildings thereon, and to lease the property released and 
 the building or buildings to be constructed thereon, or portions 
 thereof, to others; (c) that in connection with the improvement 
 of said property by the Terminals Company, or the proposed 
 tenant or tenants, it is proposed to borrow all or a portion of the 
 moneys required for the improvement of the property released, 
 secured by a mortgage upon the property released, which mort- 
 gage will be superior in lien as to the property released to the lien 
 of this Indenture; (d) that the rental to be received by the Termi- 
 nals Company for the property released is at least equal to the 
 fair rental value of the property, and that the mortgage to be 
 placed upon the property released will be amortized out of the 
 rentals within a period to be stated not in excess of twenty-five 
 years, and in no event later than April 1, 1997 ; and (e) that upon 
 the completion of the building and the execution of the proposed 
 lease or leases, the Terminals Company will execute a supplemental 
 instrument placing under the lien of this Indenture all its rights in 
 and to the property released and in and to the buildings constructed 
 thereon, subject only to any mortgage that may have been placed 
 thereon in connection with the improvement of said property as 
 aforesaid, and to any lease or leases made by the Terminals Com- 
 pany in respect of such property. In the case of a release or re- 
 leases under this Section 1, the Terminals Company shall upon the 
 completion of the building or buildings, and the execution of the 
 mortgage or mortgages, lease or leases as aforesaid, execute a 
 supplemental instrument in respect of the property released as 
 mentioned in sub-division (e) above in this Section 1. 
 
 Section 2. In addition to and without limitation upon the right 
 to releases referred to in Section 1 of this Article Six, from time 
 to time upon the written request of the Terminals Company evi- 
 denced by a resolution of its Board of Directors, and upon the 
 certificate of its President or a Vice-President and its Chief 
 Engineer or Treasurer, which certificate shall conform to the pro- 
 
visions hereinafter in this section set forth, the Trustee, upon re- 
 ceiving a certified copy of such resolution and the original of such 
 certificate shall release from the lien of this Indenture any part of 
 the lands of the Terminals Company above the elevation of the 
 planes required for the operation of the terminal tracks and 
 structures as specified in such resolution and certificate, together 
 with appropriate easement for the support of any building or 
 buildings, structure or structures to be constructed above the ele- 
 vation of said planes, upon columns, foundations and supports 
 constructed, or to be constructed, below said planes. Such certifi- 
 cate shall set forth (a) a description of the property a release of 
 which is requested, and of the easement for the support of the build- 
 ing or buildings, structure or structures to be constructed, specify- 
 ing the elevation of the planes below which the spaces (except at the 
 location of the building columns, supports and foundations) are ex- 
 cepted and reserved for the operation of the terminal tracks and 
 structures, and that the release of the property and the easement 
 for support, a release of which is requested, will not impair or 
 interfere with the operations of the terminal tracks and structures 
 of the Terminal Company; (b) that it is proposed to form a cor- 
 poration for the purpose of improving and financing the improve- 
 ment of the property so to be released by the construction of a 
 building or buildings thereon and leasing the property as so im- 
 proved, or portions thereof, to others; (c) that the stock of the 
 corporation so to be formed will be transferred to the Trustee to be 
 held by the Trustee as additional security under this Indenture 
 upon the trusts established by this Indenture. In the case of a re- 
 lease or releases under this Section 2, the Terminals Company 
 shall transfer, or cause to be transferred, to the Trustee the stock 
 of the corporation so to be formed as aforesaid, such stock to be 
 held by the Trustee subject to the trusts herein established. 
 
 Section 3. In addition to and without limitation upon 
 the right to releases referred to in Section 1 and Sec- 
 tion 2 of this Article Six, upon the written request of 
 
62 
 
 the Terminals Company, its successors or assigns, by resolu- 
 tion of its Board of Directors, the Trustee shall, from time 
 to time, while the Terminals Company is in possession of the 
 mortgaged premises, release from the lien and operation of this 
 Indenture any part of the mortgaged premises then subject there- 
 to, provided that the main Passenger Terminal shall not be re- 
 leased, and that no part of the mortgaged premises shall be re- 
 leased unless such part shall no longer be of use in the operation 
 of said Passenger Terminal, and that no part of the lines of track 
 or rights of way shall be so released if thereby the continuity 
 or use of the railroad tracks in said Passenger Terminal shall be 
 broken or impaired; and provided further that no part of the 
 mortgaged premises shall be released hereunder, unless at the 
 time of such release it shall be no longer necessary or expedient 
 to retain the same for the operation, maintenance or use of said 
 Passenger Terminal. Except as hereinafter provided, and ex- 
 cept as provided in Section 1 and Section 2 of this Article Six, no 
 such release shall be made unless the Terminals Company shall 
 have sold the property so to be released, or shall have contracted 
 to sell or exchange the same for other property, and the proceeds 
 of any or all of such sales and releases under this Section 3, and all 
 moneys received as compensation for any property subject to 
 this Indenture, taken by the exercise of the power of eminent 
 domain, shall be paid to the Trustee, and shall be held by it as 
 deposited cash and paid out by it as provided in Section 4 of 
 Article Two hereof, and any property received in exchange shall 
 be subjected to this Indenture as a first lien thereon. 
 
 Whenever in the opinion of the Terminals Company it shall 
 be expedient for the better operation by it of the mortgaged 
 premises, or for the compliance by it with the requirements im- 
 posed upon it by any governmental authority, to vacate any 
 streets, alleys, common or public grounds, highways, plats, or 
 parts of plats, the Trustee upon the written request of the Ter- 
 minals Company shall be authorized to unite in instruments of 
 vacation or in any consents thereto ; provided, such vacation shall 
 
63 
 
 not, in the opinion of the Trustee, be prejudicial to the holders of 
 the bonds issued hereunder in respect of the security afforded 
 or to be afforded by this Indenture. The Trustee shall also be 
 authorized to take any action which may be necessary in order to 
 enable the Terminals Company to carry out the terms of the ordi- 
 nances heretofore passed by the City of Cleveland relating to the 
 construction and operation of the property of the Terminals Com- 
 pany, or any amendments thereto which may hereafter be passed 
 and accepted by the Terminals Company, and shall also be author- 
 ized to consent to any amendments or modifications of any such 
 ordinances. Any of the property acquired by the Terminals Com- 
 pany under this Section 3 to take the place of any prop- 
 erty released hereunder shall, without further conveyance, be- 
 come and be subject to the lien of this Indenture, as fully as if 
 specifically mortgaged by this Indenture, but if requested by the 
 Trustee, 'the Terminals Company shall execute or shall cause to 
 be executed, any conveyances or instruments of further assurance 
 that may be necessary for the purpose of effectually subjecting 
 to the lien and operation of this Indenture any new property ac- 
 quired by the Terminals Company, and shall deliver to the Trustee 
 the written opinion of counsel of the Terminals Company, to the 
 effect that such conveyance or conveyances or other instruments 
 are sufficient for such purpose. 
 
 Section 4. The Terminals Company, from time to time, while 
 in possession of any of the property subject to this Indenture, 
 shall have full power in its discretion to make changes and altera- 
 tions in the terminal buildings and their appurtenances, and to dis- 
 pose of any portion of the machinery, rails, equipment and imple- 
 ments at any time subject to the lien hereof, which may have become 
 unfit for use, replacing the same by new machinery, equipment, 
 rails or implements, which shall become subject to the lien of this 
 Indenture. In no event shall any purchaser or purchasers of any 
 property sold or disposed of under this Article Six be required 
 to see to the application of the purchase money. 
 
64 
 
 Section 5. If the Trustee shall be in possession of the mort- 
 gaged premises under any provision of this Indenture, then all 
 the powers conferred upon and reserved to the Terminals Com- 
 pany by this Article Six may be exercised by the Trustee in its 
 discretion; and if the mortgaged premises shall be in the pos- 
 session of a receiver lawfully appointed, then said powers may he 
 exercised by such receiver with the approval of the Trustee. 
 
 Section 6. A certificate signed by the President or a Vice 
 President and the Chief Engineer or Treasurer of the Ter- 
 minals Company may be received by the Trustee as conclusive 
 evidence of any of the facts mentioned in this Article Six which 
 must be established in order to authorize the release of any prop- 
 erty hereunder, and when accompanied by a copy of a resolution 
 of the Board of Directors, certified by the Secretary or an As- 
 sistant Secretary under the corporate seal approving such release, 
 sale or exchange, shall be full warrant and protection to the 
 Trustee for its action on the faith thereof; but the Trustee, in its 
 discretion, may require such additional evidence as it may deem 
 necessary. 
 
 ARTICLE SEVEN. 
 
 No Recourse Against Individuals. 
 
 No recourse under or upon any obligation, covenant or agree- 
 ment contained in this Indenture, or in any obligation hereby se- 
 cured or otherwise existing shall be had against any incorporator, 
 stockholder, officer, or director of the Terminals Company, or of 
 any successor corporation, either directly or through the Termi- 
 nals Company by the enforcement of any assessment or by any le- 
 gal or equitable proceeding, by virtue of any constitution, statute 
 or otherwise, it being expressly agreed and understood that this 
 Indenture and the obligations hereby secured, are solely corporate 
 obligations, and that no personal liability whatever shall attach to, 
 or shall be incurred by, the incorporators, stockholders, officers or 
 directors of the Terminals Company or of any successor corpora- 
 
65 
 
 tion, or any of them, because of the incurring of the indebtedness 
 hereby authorized, or under or by reason of any of the obligations 
 covenants or agreements contained in this Indenture, or in am 
 of the obligations hereby secured, or implied therefrom, and 
 that any and all personal liability of every name and nature, and 
 any and all rights and claims against every such incorporator, 
 stockholder, officer or director, whether arising at common law or 
 in equity, or created by statute or constitution, are hereby ex- 
 pressly released and waived as a condition of, and as part of the 
 consideration for the execution of this Indenture and the issue of 
 the obligations secured hereby. Nothing in this Article Seven or 
 in said bonds contained shall impair any liability or claim based 
 upon an express written guaranty or agreement. 
 
 ARTICLE EIGHT. 
 
 Concerning the Trustee. 
 
 Section 1. And it is further covenanted and agreed as afore- 
 said, and this trust is accepted by the Trustee upon the express 
 condition, that the Trustee shall not, nor shall any future Trustee, 
 incur any liability or responsibility whatever in consequence of 
 permitting or suffering the Terminals Company or its successor 
 to retain the possession of the Passenger Terminal, estates and 
 property, real and personal, the premises hereinbefore mentioned, 
 described or referred to, or to use, occupy, manage and control 
 the same as is hereinbefore mentioned; nor shall the Trustee, nor 
 any future Trustee, be, or become liable, or responsible for any 
 destruction, deterioration, loss, injury or damage which may be 
 done or incurred to or by the said Passenger Terminal, buildings, 
 railroad tracks, motive power, rolling stock, machinery, fixtures 
 or estate or property hereby mortgaged, or agreed or intended so 
 to be, by the Terminals Company, or by its agents or servants, 
 or by any other person or persons whomsoever, or by, or from 
 any accident, or other cause whatever; nor shall any Trustee, 
 present or future, be in any way responsible for the consequences 
 of any breach on the part of the Terminals Company of any of 
 
66 
 
 the covenants herein contained, nor for any act of the Terminals 
 Company, its agents or servants; nor shall the Trustee, present 
 or future, he or become responsible for any error of judgment or 
 discretion in any case in which such discretion is allowed or given 
 to it, nor for any moneys, property, or real or personal estate, 
 except what shall actually and in fact come into its hands and 
 possession by virtue of the provisions hereof ; nor shall the present 
 Trustee, or any future Trustee, be liable or responsible for the 
 acts or doings of any other Trustee or Trustees, or for any other 
 cause or thing except its own unlawful and intentional breaches 
 of the 'trusts herein expressed and contained. 
 
 Section 2. The right of action under this Indenture is vested 
 exclusively in the Trustee, and under no circumstances shall any 
 bondholder or bondholders (including in this term any coupon- 
 holder or couponholders) have any right to institute an action 
 or other proceeding on or under this Indenture for the purpose 
 of enforcing any remedy herein and hereby provided, or of fore- 
 closing this mortgage, except in case of refusal after proper re- 
 quest and indemnity on the part of the Trustee to perform any 
 duty imposed on it by this Indenture, and all actions and any 
 proceedings for the purpose of enforcing the provisions of this 
 Indenture shall be instituted and conducted by the Trustee ac- 
 cording to its sound discretion, hut the Trustee shall be under no 
 obligation to institute any such suit, or 'to take any proceedings 
 under this Indenture, until it shall be requested so to do by the 
 holders of at least twenty-five per cent, in amount of the bonds 
 outstanding and shall be reasonably indemnified. The Trustee 
 may nevertheless begin suit, or appear in and defend suit, or do 
 anything else in its judgment proper to be done by it as such 
 Trustee, without indemnity, and in such case it shall be com- 
 pensated therefor from the trust fund. 
 
 The Trustee may advise with counsel, including counsel of 
 the Terminals Company, and the opinion of counsel shall be a full 
 protection and justification to the Trustee for anything suffered 
 or done by it in good faith and in accordance with such opinion. 
 
67 
 
 Section 3 . It shall be no part of the duty of the Trustee to 
 file or record this or any supplemental Indenture as a mortgage 
 or conveyance of real estate, or as a chattel mortgage, or to 
 procure any further, other or additional instrument or further 
 assurance, or to do any other act which may be suitable and 
 proper to be done for the continuance of the lien hereof, or for the 
 giving notice of the existence of such lien, or for extending or 
 supplementing the same; nor shall it be any part of the duty of 
 the Trustee to effect insurance against fire or other damage on 
 any portion of the mortgaged property, or to renew any policies 
 of insurance, or to see that such insurance is taken out or renewed, 
 or to pass upon the value of the Passenger Terminal or of any 
 of the property of the Terminals Company for the purpose of 
 determining the amount of insurance to be carried thereon, or 
 to keep itself informed or advised as 'to the payment of any 
 taxes or assessments or require such payment to be made ; but the 
 Trustee may, in its discretion, do any or all of the matters and 
 things in this Section 3 set forth, or require the same to be done, 
 but the Terminals Company covenants and agrees to do all said 
 matters and things. Except as provided in Section 1 of Article 
 Six hereof all bonds to be issued under any Indenture hereafter 
 executed by the Terminals Company and all of the provisions of 
 any such Indenture, shall be subject in all respects to this In- 
 denture and to the bonds issued and to be issued hereunder. 
 
 Section 4 . The Trustee shall only be responsible for reason- 
 able diligence in the performance of the trust, and shall not be 
 answerable in any case for the act or default of any agent, at- 
 torney or employe selected with reasonable discretion. The Trus- 
 tee shall be entitled to be reimbursed for all proper outlays of 
 every sort or nature by it incurred in the discharge of its trust, 
 including court costs and attorneys ’ fees, and to receive a reason- 
 able and proper compensation for any services that it may at 
 any time perform in the discharge of the same, and all fees, com- 
 missions, compensation and disbursements shall constitute a prior 
 
68 
 
 lien secured hereby on the mortgaged property and premises. 
 Any damages which the Trustee may sustain in the full perform- 
 ance of its duties hereunder shall be deemed a part of the reason- 
 able expenses of the Trustee. 
 
 Section 5. In case it shall be necessary or proper at any 
 time for the Trustee to make any investigation respecting any 
 facts, preparatory to taking or not taking any action, or doing 
 or not doing anything as such Trustee, a resolution of the Board 
 of Directors of The Terminals Company, stating such fact or 
 the certificate of the Terminals Company, under its corporate 
 seal, attested by the signature of its President, and the affidavit 
 of one or more directors, shall be conclusive evidence of such fact 
 to protect the Trustee in any action that it may take by reason 
 of the supposed existence of such fact. 
 
 Section 6. All recitals, statements of fact and representa- 
 tions herein, or in said bonds, contained are made on behalf of 
 the Terminals Company, and the Trustee assumes no responsi- 
 bility as to the correctness of the same; nor is the Trustee to be 
 understood as making any representation as to the validity hereof, 
 or as to the character, extent or value of the property conveyed 
 hereby, or as to the title thereto. 
 
 Section 7. The Trustee shall not be responsible for the ap- 
 plication of any bonds or the proceeds of any bonds authenticated 
 or delivered by it in accordance with the provisions hereof, and 
 until notified in writing, to the contrary, by some person interested 
 in the trust hereby created distinctly specifying the default de- 
 sired to be brought to the attention of the Trustee, it may con- 
 clusively assume for all the purposes of this Indenture that the 
 Terminals Company is not in default hereunder. 
 
 The Trustee shall be protected in acting upon any notice, 
 request, consent, certificate or other paper or document believed 
 by it to be genuine, and to be signed by a proper officer of the 
 Terminals Company or by the proper person to sign such paper 
 
69 
 
 in any particular case. Except as may be otherwise provided 
 in this Indenture, every request, order or consent set forth in 
 writing addressed and delivered to the Trustee and signed in the 
 name of the Terminals Company by (1) the President or by any 
 Vice President, and (2) the Comptroller, Auditor, or Secretary, 
 or Assistant Secretary, or Treasurer or Assistant Treasurer of 
 the Terminals Company, may, for every purpose of this Inden- 
 ture, be taken and relied upon by the Trustee as the request, order 
 or consent of the Terminals Company. 
 
 The Trustee may acquire bonds secured hereby with the same 
 rights which it would have if it were not Trustee. All moneys 
 coming into the hands of the Trustee under this Indenture may, 
 unless otherwise agreed upon between the Terminals Company 
 and the Trustee, be treated by the Trustee until such time as it 
 is required to pay out the same, as a general deposit entitled to 
 such interest as may be agreed upon between the Terminals Com- 
 pany and the Trustee. 
 
 Section 8. The Trustee, or any Trustee hereafter appointed, 
 may resign and be discharged from the trusts created by this 
 Indenture, by giving notice thereof to the Terminals Company 
 and also to <the bondholders, by publication at least twice a week 
 for four successive weeks in one daily newspaper of general cir- 
 culation published in the City of Cleveland, Ohio, and in one 
 daily newspaper of general circulation published in the Bor- 
 ough of Manhattan in the City of New York, N. Y. Such 
 resignation shall take effect on the day specified in such no- 
 tice, unless previously a successor Trustee shall be appointed 
 as hereinafter provided, in which event such resignation shall take 
 effect immediately upon the appointment of such successor Trus- 
 tee. The Trustee may be removed at any time by an instrument 
 in writing executed by three-fourths in amount of the holders of 
 the bonds hereby secured then outstanding. In case there shall at 
 any time be a vacancy in the office of Trustee hereunder, or in case 
 the Trustee shall become incapable of acting, or if a receiver of the 
 
70 
 
 Trustee be appointed, or its property and affairs be taken over by 
 any public officer or officers, a successor or successors may be 
 appointed by the holders of a majority in interest of the bonds 
 hereby secured then outstanding, by an instrument or concurrent 
 instruments signed by such bond-holders or their attorneys in fact 
 duly authorized; provided, nevertheless, that in case at any time 
 there shall be a vacancy in the office of Trustee hereunder, or in 
 case of the happening of any of the events hereinabove specified, 
 the Terminals Company by an instrument executed by order of its 
 Board of Directors may appoint a Trustee which shall act until 
 a successor Trustee shall be appointed by the bondholders as here- 
 in authorized. After any such appointment by the Terminals Com- 
 pany, it shall publish notice of such appointment once a week for 
 six successive weeks in a newspaper published in the Borough of 
 Manhattan, City of New York, and in a newspaper published in the 
 City of Cleveland, Ohio, and any Trustee so appointed by the Ter- 
 minals Company shall immediately and without further act, be 
 superseded by a Trustee appointed in the manner above provided, 
 by the holders of a majority in interest of the bonds hereby 
 secured, if such appointment by such bond-holders be made prior 
 to the expiration of one year after the completion of such publica- 
 tion of notice. Every such new Trustee appointed in place of the 
 Trustee, or its successor in the trust, shall always be a trust com- 
 pany in good standing authorized to accept such trusts and doing 
 business in the City of New York or the City of Cleveland, and hav- 
 ing a capital and surplus aggregating at least $2,000,000, if there is 
 such a trust company willing and able to accept the trust upon 
 reasonable or customary terms. Any such new Trustee appointed 
 hereunder shall execute an instrument accepting such appointment 
 hereunder, and upon the execution of such acceptance such new 
 Trustee shall, without any further act, deed or conveyance, be- 
 come vested with all the estates, properties, rights, powers and 
 trusts of its predecessor in the trust hereunder with like effect as 
 if originally named as Trustee herein, but the Trustee retiring 
 
71 
 
 shall, nevertheless, if and when demanded in writing by either the 
 new Trustee or the Terminals Company, execute and deliver an 
 instrument conveying and transferring to such new Trustee, 
 upon the trusts herein expressed, all the estates, properties, rights 
 powers and trusts of the Trustee so retiring, and shall duly assign, 
 transfer and deliver to the new Trustee so appointed in its place 
 all properties and moneys held by it. Should any deed, conveyance 
 or instrument in writing from the Terminals Company be required 
 by any new Trustee for more fully and certainly vesting in and 
 confirming to it the said estates, properties, rights, powers and 
 duties, then any and all such deeds, conveyances and instruments 
 in writing shall on request of such new Trustee, be made, executed, 
 acknowledged and delivered by the Terminals Company. 
 
 In case the Trustee hereunder or any successor trustee is con- 
 solidated with or merged in any other trust company, such trust 
 company with which such Trustee is consolidated or into which 
 it is merged shall immediately on such consolidation or 
 merger become ipso facto the trustee of this Indenture, without 
 any action on the part of the Terminals Company or of the Trus- 
 tee so consolidating or merging, or the bondholders hereunder, to 
 that end, and the certification of any bonds issued after such con- 
 solidation or merger by such consolidated or successor trust com- 
 pany shall be in all respects valid under this Indenture, pre- 
 cisely as if made by said The Union Trust Company, of Cleveland, 
 originally named as Trustee hereunder. 
 
 ARTICLE NINE. 
 
 Redemption of Bonds. 
 
 Section 1. As to any series of bonds, the Terminals Com- 
 pany reserves the right to call in, pay off, and redeem before 
 maturity on the date of redemption specified in the bonds of such 
 series, or on any interest day thereafter, all or any of the bonds 
 of all or any series at par and accrued interest, together with 
 the premium, if any, stated in said bonds; provided that notice 
 
72 
 
 of such election of the Terminals Company shall have been 
 given by publication at least six times in one daily newspaper pub- 
 lished and of general circulation in the Borough of Manhattan 
 in the City of New York, New York, and in one daily newspaper 
 published and of general circulation in the City of Cleveland, in the 
 State of Ohio, the first publication in every case to be not less than 
 ninety days nor more than ninety five days prior to the interest day 
 on which such payment and redemption is to be made, stating such 
 election on the part of the Terminals Company, and, in case of 
 partial redemption, the serial letter and numbers of the bonds to 
 be redeemed, and that the interest on the bonds so called for re- 
 demption shall cease on such redemption day, and requiring that 
 the bonds so called for redemption be then presented for payment 
 and redemption. 
 
 In case the Terminals Company shall have elected to redeem 
 only part of the bonds of any series, redeemable in part, it shall in 
 advance of the day fixed for such first publication of notice notify 
 the Trustee of its said election, and the Trustee shall in the pres- 
 ence of an officer or representative of the Terminals Company in 
 any usual manner determine by lot from the serial numbers of all 
 the coupon bonds of such series outstanding and the coupon bond 
 numbers indorsed upon registered bonds of such series outstand- 
 ing the numbers of the bonds to be redeemed. Notice having been 
 so given, the Terminals Company shall, at least five days prior to 
 the interest date designated in such notice, deposit with the 
 Trustee sufficient funds for the redemption of the bonds so called 
 and the bonds so called for redemption shall, on the interest day 
 designated in such notice, become due and payable at par, with 
 the premium, if any, designated in the bonds, and the accrued in- 
 terest on the bonds to the day of redemption so designated, and 
 from and after the day of redemption so designated (unless the 
 Terminals Company shall fail to make deposit of said funds) inter- 
 est on the bonds so called for redemption shall cease, and, on pres- 
 entation and surrender of such bonds in accordance with said notice 
 at any of the places at which the same may be expressed to be 
 
73 
 
 payable, with the coupon maturing on said redemption day and 
 all subsequent coupons, said bonds shall be paid by the Trustee 
 from said funds, with the premium, if any, aforesaid, with accrued 
 interest to such interest day. If not so paid on presentation there- 
 of, said bonds shall continue to bear interest at the rate expressed 
 therein until payment. 
 
 A similar notice shall be sent by the Terminals Company 
 through the mails, postage prepaid, at least thirty days prior to 
 such redemption date, to each registered holder of bonds so called 
 for redemption, whose address shall appear upon the transfer 
 register. 
 
 In case there shall be drawn for redemption as aforesaid one 
 or more, but less than all, of the coupon bond serial numbers in- 
 dorsed upon a registered bond without coupons, then, upon pre- 
 sentation of such registered bond, the face amount of the coupon 
 bond or bonds whereof the number or numbers were so drawn 
 for redemption and the premium thereon, if any, and the accrued 
 interest shall be paid to the registered owner of such bond, and 
 the Terminals Company shall sign and seal, and the Trustee 
 shall authenticate and deliver to the registered owner thereof, 
 or on his order, and at the expense of the Terminals Company, 
 a new bond or bonds for the amount of said surrendered 
 registered bond, less the principal amount paid. 
 
 The sum so due for principal and premium, if any, of each 
 coupon bond shall be payable to the bearer of such coupon bond 
 unless it shall have been registered as to principal, and if it shall 
 have been registered as to principal, then such payment shall be 
 made to the registered holder of such registered coupon bond, but 
 in no case shall the Terminals Company be required to make such 
 payment except upon surrender of such bond and of all unmatured 
 coupons for interest thereon. All coupons for interest which shall 
 have matured on or prior to the date of redemption designated in 
 such notice shall continue to be payable, but without interest 
 thereon, to the respective bearers of such coupons. The sum so 
 
74 
 
 payable upon registered bonds without coupons, for principal and 
 for premium, if any, and for unpaid interest which shall have 
 accrued on or prior to the date of redemption designated in such 
 notice, shall continue to be payable, but without interest thereon, 
 to the holders of such bonds, or their assigns, under duly executed 
 instruments of assignment, but only upon surrender of the bonds. 
 From and after the date of redemption designated in such notice so 
 advertised (unless the Terminals Company shall make default in 
 payment upon demand as herein provided) no further interest 
 shall accrue upon any of the bonds so called for redemption, and 
 anything in such bonds or in such coupons or in this Indenture to 
 the contrary notwithstanding, any coupon for interest appertain- 
 ing to any such bond and maturing after such date, shall become 
 and be null and void. 
 
 Section 2. Upon deposit with the Trustee of the amount 
 necessary so to redeem all outstanding bonds, together with proof 
 satisfactory to the Trustee that said notice of redemption has been 
 given by publication and by mail, and on payment to the Trustee 
 of all costs, charges and expenses in relation thereto, and of all 
 other sums payable hereunder by the Terminals Company, the 
 Trustee shall, upon request of the Terminals Company, cancel 
 and satisfy this Indenture and by proper instruments reconvey 
 to the Terminals Company all the trust estate. The Trustee shall 
 apply the money so deposited with it to the payment of the bonds 
 at par with the premium, if any, designated in the bonds and ac- 
 crued interest on the bonds to the interest day designated for 
 redemption. 
 
 Section 3. All bonds and coupons attached thereto, paid or 
 redeemed hereunder, shall be cancelled by the Trustee, and, on 
 the written request of the Terminals Company, delivered to the 
 Terminals Company. The Terminals Company shall have the 
 right to issue new bonds to an equal principal amount in sub- 
 stitution for such bonds so cancelled under this Article Nine. 
 
75 
 
 ARTICLE TEN. 
 
 Sinking Fund. 
 
 Section 1. Except as otherwise determined by the Board of 
 Directors of the Terminals Company prior to the issue under this 
 Indenture of any series of bonds, the administration of the sink- 
 ing fund and the procedure for redemption through operation of 
 the sinking fund shall be as set forth in this Article Ten. As used 
 in this Article Ten, the word “redemption” means the acquisi- 
 tion of bonds for the sinking fund; the term “redeemable bonds” 
 means any bonds subject to redemption through operation of the 
 sinking fund; the term “redemption price” means the amount 
 payable (exclusive of accrued interest) on redeemable bonds on 
 a redemption date; and the term “redemption date” means any 
 date upon which redeemable bonds may be redeemed. The re- 
 demption date of redeemable bonds shall be the semi-annual inter- 
 est payment dates of such bonds; and in case any interest pay- 
 ment date shall be a Sunday or (at the place of payment) a legal 
 holiday, the redemption may be made on the next ensuing day 
 not a Sunday or such legal holiday. 
 
 Section 2. At the time of the creation of any sinking fund the 
 Terminals Company may appoint any corporation or co-partner- 
 ship as Sinking Fund Trustee to hold and administer the sinking 
 fund; and in case any such appointment shall not be made, the 
 Trustee under this Indenture shall be the Sinking Fund Trustee. 
 The bonds of each series shall be subject to redemption by call 
 for the purposes of the sinking fund established in respect of such 
 series, and in establishing the sinking fund of each series, the Ter- 
 minals Company shall fix the redemption price and the redemption 
 dates. 
 
 At any time after the receipt of any sinking fund moneys and 
 until a date not later than one hundred days prior to the next 
 ensuing redemption date, the Sinking Fund Trustee in such manner 
 and from time to time in such amount as it may deem advisable 
 in its discretion (or in such manner as may be directed by the Ter- 
 
76 
 
 minals Company and be approved by the Sinking Fund Trustee), 
 shall apply such moneys so far as the same shall be adequate, to 
 the purchase for the sinking fund of bonds (including all un- 
 matured coupons and interest obligations thereto belonging) of the 
 series m respect of which such sinking fund is provided, at a price 
 not exceeding the redemption price of such bonds prevailing on 
 such next ensuing redemption date, plus the amount of interest ac- 
 crued on the bonds so purchased at the time of purchase. The Ter- 
 minals Company covenants to reimburse the sinking fund, forth- 
 with upon the request of the Sinking Fund Trustee, with the 
 amount of any accrued interest paid on such purchases out of the 
 sinking fund. 
 
 If, upon the date limited as aforesaid for such purchase, the 
 Sinking Fund Trustee as above stated shall not have purchased 
 bonds of an amount sufficient to exhaust the sinking fund moneys 
 available therefor, then die amount of such moneys remaining in 
 its hands if $10,000 or more (or any amount less than $10,000, if 
 so requested by the Terminals Company), shall be applied on the 
 next ensuing redemption date to the redemption by call of bonds 
 (including coupons and interest obligations maturing after such 
 redemption date) of the said series in respect of which such sink- 
 ing fund is provided, at the redemption price prevailing on such 
 redemption date. Any such amount of $10,000 or less, not so to be 
 applied, shall be added to the sinking fund installment next pay- 
 able, and together with said installment applied in accordance 
 with the provisions of this Section 2. 
 
 Prior to the day of the first advertisement of notice of re- 
 demption as hereinbelow provided, the Sinking Fund Trustee shall 
 draw by lot, according to such method as it shall deem proper, such 
 principal amount of such bonds as such applicable moneys shall 
 suffice to redeem on the next ensuing redemption date. In respect 
 of registered bonds without coupons, the numbers on the coupon 
 bonds reserved for exchange for such registered bonds shall be the 
 units included in the drawing. 
 
77 
 
 Thereupon the Sinking Fund Trustee shall advertise at least 
 six times (the first advertisement to be not later than ninety days, 
 nor earlier than ninety-five days previous to the redemption date) 
 in one daily newspaper published and of general circulation in 
 the Borough of Manhattan, City of New York, and in one daily 
 newspaper published and of general circulation in the City of 
 Cleveland, State of Ohio, a notice in such form as shall be deemed 
 appropriate by the Sinking Fund Trustee calling for the surrender 
 of said bonds bearing the numbers drawn as aforesaid. 
 
 Upon publication of notice as above provided, the bonds 
 designated therein shall be payable on the specified redemption 
 date at the place of payment designated in said notice at the re- 
 demption price prevailing on such redemption date, upon sur- 
 render of the said bonds bearing all interest obligations maturing 
 subsequently to such redemption date. To the extent of the sink- 
 ing fund moneys at any time thereafter in the possession of the 
 Sinking Fund Trustee upon surrender to it of bonds pursuant to 
 such notice, the Sinking Fund Trustee shall pay the redemption 
 price out of said sinking fund. The interest on surrendered bonds 
 payable on the redemption date shall he payable by the Terminals 
 Company, otherwise than out of the sinking fund. In case there 
 shall have been called a portion of a registered bond without 
 coupons, then upon presentation of such bond the amount payable 
 in respect thereof shall he paid ; and the Terminals Company shall 
 sign and seal and the Trustee shall thereupon authenticate and 
 deliver to the registered holder, at the expense of the Terminals 
 Company, a new bond or bonds for the principal amount of said 
 registered bond remaining unpaid. 
 
 The Terminals Company covenants to pay, otherwise than 
 out of the Sinking Fund, the compensation and expenses of the 
 Sinking Fund Trustee in administering the sinking fund as in 
 this Section 2 provided, including the cost of advertisement of 
 redemption notices and any other advertisements hereunder, and 
 any customary broker ’s commissions upon the purchase of bonds. 
 
78 
 
 Unless otherwise provided by the Terminals Company, as 
 aforesaid, the bonds of each series, acquired by the Sinking Fund 
 Trustee, shall be kept alive for the purposes of the sinking fund 
 established for such series and shall have a proper notation stamp- 
 ed thereon, and the interest from time to time accruing upon the 
 bonds of each series acquired by the Sinking Fund Trustee as 
 aforesaid, shall be paid by the Terminals Company to the Sinking 
 Fund Trustee as additional payments to the sinking fund estab- 
 lished for such series, until all the bonds of such series shall be 
 redeemed by operation of the sinking fund or otherwise ; but bonds 
 held in any sinking fund shall not be or be taken to be outstanding 
 for any other purpose of this Indenture. 
 
 The Sinking Fund Trustee shall be protected in acting upon 
 any instrument or other paper believed by it to be genuine, and to 
 have been signed by the proper person; it may perform any of the 
 duties of the trust by attorneys, agents or employees selected by 
 it and may act upon the advice of counsel upon any question of 
 law. It shall not be responsible for any act, mistake or default of 
 any attorney, agent, employee or counsel selected in good faith 
 jr otherwise responsible, except for the consequences of its own 
 gross negligence or willful default. The Sinking Fund Trustee may 
 purchase, acquire, hold and dispose of any of the bonds issued 
 under this Indenture, the same as if it were not holding the office 
 jf Sinking Fund Trustee. Any moneys received by the Sinking 
 Fund Trustee shall be held until paid out conformably herewith, 
 without any liability for interest for the use thereof save such 
 as it shall agree with the Terminals Company to pay thereon. All 
 such interest allowed by the Sinking Fund Trustee upon moneys 
 in the sinking fund shall be paid to the Terminals Company. 
 
 Any Sinking Fund Trustee may resign and may be discharged 
 from the trust by notice given and published in the manner pro- 
 vided in this Indenture in respect of the resignation of the Trustee. 
 In case of a vacancy in the office of Sinking Fund Trustee, a suc- 
 cessor may be appointed in the manner provided in respect of the 
 filling of a vacancy in the office of the Trustee. 
 
79 
 
 Section 3 . Except for the purposes of the Sinking Fund as 
 provided in Section 2 of this Article Ten, after the redemption date 
 designated in any notice of redemption under the provisions of this 
 Article Ten, no interest shall accrue upon or in respect of any bond 
 or portion of a bond therein called for redemption, nor shall any 
 coupon maturing subsequently to such date be of any force or 
 effect unless upon presentation of the bond (bearing all unmatured 
 interest obligations as aforesaid) payment thereof at the redemp- 
 tion price prevailing on the redemption date be refused. The sums 
 so credited to such bonds which have not been presented for pay- 
 ment shall not bear interest, and the holders of such bonds shall 
 iook only to the sum on deposit with the Sinking Fund Trustee 
 to the credit of such bonds for the payment thereof. 
 
 A copy of any notice of redemption published pursuant to the 
 provisions of this Article Ten shall be mailed to the registered 
 holder of any coupon bond designated for redemption, and to the 
 registered holder of each registered bond designated (in whole or 
 in part) for redemption, addressed to the last Post-Office address 
 of said bondholder appearing on the bond Registers. 
 
 Section 4 . As to the bonds of the first series to be issued under 
 this Indenture as provided in Section 3 of Article Two hereof, the 
 Terminals Company does hereby establish a sinking fund for the 
 redemption of the bonds of said series, the administration of which 
 sinking fund and the procedure for redemption of the bonds of 
 which series shall be as set forth in this Article Ten. The redemp- 
 tion date of the bonds of said series shall for the purposes of the 
 sinking fund herein established, be October 1, 1927, and each semi- 
 annual interest payment date thereafter. The redemption price of 
 the bonds of said series of bonds shall be the face value thereof 
 with a premium of five per centum of suclr face value. 
 
 On June 1, 1927, and semi-annually thereafter, until all the 
 bonds of said first series shall be redeemed (whether by the opera- 
 tion of this sinking fund or otherwise), the Terminals Company 
 covenants and agrees to pay to the Sinking Fund Trustee the sum 
 
80 
 
 of $34,000 to be applied by the Sinking Fund Trustee with the ad- 
 ditional payments into the sinking fund on account of the interest 
 from time to time accruing upon the bonds of said series previous- 
 ly redeemed and held in the sinking fund as provided in Section 2 
 of this Article Ten, to the redemption of the bonds of said series 
 as provided in this Article Ten. 
 
 ARTICLE ELEVEN. 
 
 Defeasance. 
 
 Section 1. If, when the bonds hereby secured shall have be- 
 come due and payable, the Terminals Company shall well and 
 truly pay or cause to be paid the whole amount of the principal 
 and interest due upon all of the bonds hereby secured then out- 
 standing, or shall provide for such payment by depositing with 
 the Trustee hereunder, for the payment of such bonds and inter- 
 est thereon, the entire amount due or to become due for principal 
 and interest, and shall also pay or cause to be paid all other 
 sums payable hereunder by the Terminals Company, and shall 
 well and truly keep, perform and observe all the things herein 
 required to be kept, performed and observed by it according to 
 the true intent and meaning of this Indenture, then and in that 
 case the premises and all properties, rights and interests hereby 
 conveyed shall, unless the Terminals Company, its successors or 
 assigns, shall otherwise elect, revert to the Terminals Company, or 
 to whomsoever may be entitled thereto, and the estate, right, title 
 and interest of the Trustee therein shall thereupon cease, determine 
 and become void, and the Trustee shall, in such case, on demand 
 of the Terminals Company and at its cost and expense, satisfy 
 and discharge this Indenture upon the records, otherwise the 
 same shall be, continue and remain in full force and virtue. 
 
 The Terminals Company, or its assigns, shall have the right, 
 at any time after maturity of all of the bonds issued hereunder, 
 to deposit with the Trustee the amount due for principal and 
 interest upon such of said bonds as shall not have been presented 
 
81 
 
 for payment and paid, and upon payment of all other sums 
 payable hereunder by the Terminals Company, the premises 
 and all properties, rights and interests hereby conveyed shall 
 revert to the Terminals Company, or its assigns, and the Trus- 
 tee, as above provided, shall enter satisfaction and discharge of 
 this Indenture upon the records, and in case the owner of any 
 such outstanding and unpaid bond shall not, within six years after 
 such deposit, claim the amount so deposited for payment thereof, 
 the Trustee shall, upon demand, pay over such amount so de- 
 posited to the Terminals Company. 
 
 ARTICLE TWELVE. 
 
 Execution of Instruments by Bondholders. 
 
 Any request or other instrument required by this Indenture 
 to be signed and executed by bondholders may be in any 
 number of concurrent instruments of similar tenor, and may be 
 executed by such bondholders in person, or by an agent or at- 
 torney appointed by an instrument in writing. Proof of the 
 execution of any such request or other instrument, or of a writ- 
 ing appointing any such agent or attorney, or of the holding by 
 any person of coupon bonds transferable by delivery, shall be 
 sufficient for any purpose of this Indenture, and shall be conclu- 
 sive in favor of the Trustee with regard to any action taken by 
 it under such request or other instrument, if made in the follow- 
 ing manner, viz.: (1) The fact and date of the execution by any 
 person of any such request or of any other instrument or writing 
 may be proved by the certificate of any notary public or other 
 officer authorized to take, either within or without the State of 
 Ohio, acknowledgments of deeds to be recorded in said State, 
 certifying that the person signing such request or other instru- 
 ment acknowledged to him the execution thereof, or by the affi- 
 davit of a witness to such execution. (2) The amount of coupon 
 bonds transferable by delivery held by any person executing any 
 such request or other instrument as a bondholder, and the amounts 
 
82 
 
 and issue numbers of the bonds held by such person and the date 
 of his holding the same, (which holding the Trustee may deem to 
 continue until the Trustee shall have received notice in writing to 
 the contrary) may be proved by a certificate executed by 
 any trust company, bank or other depositary (wheresoever 
 situated) whose certificate shall be deemed by the Trustee to be 
 satisfactory, showing that at the date therein mentioned such per- 
 son had on deposit with such depositary or exhibited to it the 
 bonds described in such certificate. (3) The ownership of regis- 
 tered bonds, or of registered coupon bonds, shall be proved by the 
 books for the registry of such bonds provided in Article One 
 hereof. 
 
 The Trustee shall be under no obligation to recognize any 
 person as holder or owner of any bonds or coupons secured here- 
 by, or to do or refrain from doing any act pursuant to the request 
 or demand of any person, until such supposed holder or owner 
 shall prodhce the said bonds or coupons and deposit the same with 
 the Trustee. 
 
 Any request, consent or vote of the owner of any bond shall 
 bind all future owners of the same bond, and all bonds issued in 
 exchange therefor or in place thereof in respect of anything done 
 or suffered by the Trustee in pursuance of such request, consent 
 or vote. 
 
 ARTICLE THIRTEEN. 
 
 Miscellaneous. 
 
 The party hereto of the second part, hereby accepts the trusts 
 in this Indenture declared and provided, and agrees to perform 
 the same upon the terms and conditions hereinbefore set forth. 
 Except when otherwise indicated, the words “the Trustee,” or 
 “said Trustee,” or any other equivalent term, as used in this 
 Indenture, shall be held and construed to mean the Trustee or 
 Trustees for the time being, and the words “bond,” “bond- 
 holder,” and “holder,” shall include the plural as well as the 
 
83 
 
 singular number. The words “Passenger Terminal” in this In- 
 denture are intended and shall be deemed to include the main pas- 
 senger station and express and mail and other buildings, and all 
 structures and equipment and other property and facilities of 
 The Cleveland Union Terminals Company. Nothing in this In- 
 denture expressed or implied is intended, or shall be construed, 
 to confer upon, or to give to, any person or corporation other 
 than the parties hereto and the holders of the First Mortgage 
 Sinking Fund Gold Bonds, any right, remedy or claim, under or 
 by reason of this Indenture or any covenant, condition or stipu- 
 lation hereof, and all the covenants, stipulations, promises and 
 agreements in this Indenture contained by or on behalf of the 
 Terminals Company are and shall be held to be for the sole and 
 exclusive benefit of the parties hereto and of the holders of the 
 First Mortgage Sinking Fund Gold Bonds. All the conveyances, 
 covenants, stipulations, promises, undertakings and agreements 
 herein contained by or on behalf of the Terminals Company shall 
 bind its successors and assigns, whether so expressed or not. 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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85 
 
 In Witness Whereof, the parties hereto, duly authorized there- 
 unto, have caused this Indenture to be executed by their respective 
 Presidents or Vice Presidents and their respective corporate seals 
 to be hereto affixed and to be attested by their respective Sec- 
 retaries or Assistant Secretaries as of the first day of April, 1922. 
 
 Signed, sealed and acknow- 
 ledged in the presence of : 
 
 J. R. Neff, 
 
 W. H. Wenneman, 
 
 As to The Cleveland Union 
 Terminals Company. 
 
 Signed, sealed and acknow- 
 ledged in the presence of : 
 
 II. B. Kohr, 
 
 Jas. R. McKenna, 
 
 As to The Union Trust 
 Company. 
 
 O.K. — O’N. 
 
 The Cleveland Union 
 Terminals Company, 
 
 By 0. P. Van Sweringen, 
 
 President. 
 
 Attest: Charles W. Stage, 
 Secretary. 
 (Corporate Seal) 
 
 The Union Trust Company, 
 
 By Geo. N. Sherwin, 
 
 Vice President. 
 
 Attest: W. H. Kinsey, 
 
 Assistant Secretary. 
 (Corporate Seal) 
 
86 
 
 State of Ohio, 
 
 County of Cuyahoga, ss. 
 
 Personally appeared before me, a Notary Public in and for 
 said County, 0. P. Van Sweringen, President, and Charles W. 
 Stage, Secretary of the within named The Cleveland Union Ter- 
 minals Company, who acknowledged the signing, sealing and exe- 
 cution of the within Indenture to be their free act and deed as such 
 President and Secretary and the free and corporate act and deed 
 of said The Cleveland Union Terminals Company. 
 
 In Witness Whereof, I have hereunto set my hand and official 
 seal at Cleveland, Ohio, this 15th day of June, 1922. 
 
 J. R. Neff, 
 
 (Notarial Seal) Notary Public. 
 
 State of Ohio, 
 
 County of Cuyahoga, ss. 
 
 Personally appeared before me, a Notary Public in and for 
 said County, Geo. N. Sherwin, Vice President, and W. H. Kinsey, 
 Assistant Secretary, of the within named The Union Trust Com- 
 pany, who acknowledged the signing, sealing and execution of the 
 within Indenture to be their free act and deed as such Vice Presi- 
 dent and Assistant Secretary and the free and corporate act and 
 deed of said The Union Trust Company. 
 
 In Witness Whereof, I have hereunto set my hand and official 
 seal at Cleveland, Ohio, this 15th day of June, 1922. 
 
 James R. McKenna, 
 
 (Notarial Seal) Notary Public. 
 
 Filed in the office of the County Recorder, Cuyahoga County, 
 Ohio, June 16th, 1922, as Real Estate Mortgage Instrument No. 
 1388200. 
 
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