Oregon Short Line Railroad 
 
 Company 
 
 TO 
 
 Old Colony Trust Company 
 
 of Boston 
 
 IKE II3RARY 
 OF VUE 
 
 litllVERSITY EHUIMQIS 
 
 Income A Mortgage 
 
 Dated March 1st , 1897 
 

 
 
 
 
 
 
 
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 INCOME A MORTGAGE. 
 
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 This INDENTURE made this first clay of March in the year 
 one thousand eight hundred and ninety-seven between the Oregon 
 Short Line Railroad Company, a corporation created and exist¬ 
 ing under the laws of the State of Utah, hereinafter called the 
 Railroad Company, party of the first part, and the Old Colony 
 Trust Company of Boston, a corporation created and existing 
 under the laws of the State of Massachusetts, hereinafter called 
 the Trustee, party of the second part, WITNESSETH : 
 
 Whereas the Oregon Short Line and Utah Northern Railway 
 Company, a consolidated corporation organized and existing under 
 the laws of Wyoming, Nevada, and Utah and of the United States, 
 hereinafter called the Railway Company, executed a certain 
 Consolidated First Mortgage or Deed of Trust, dated August i, 
 1889, and thereby mortgaged its railroad and appurtenances and 
 the franchises thereto pertaining, as in said mortgage or deed of 
 trust described, to secure certain Five Per Cent. Gold Bonds 
 issued under said mortgage or deed of trust, and default having 
 been made in payment of interest which became due upon said 
 Five Per Cent. Consolidated I-'irst Mortgage Bonds, and the 
 conditions of said mortgage having been broken, such proceedings 
 were thereupon had that said mortgage was foreclosed and the 
 railroad, franchises and other properties covered thereby were sold 
 by John B. Cleland as Commissioner pursuant to decrees of fore¬ 
 closure and sale of the Circuit Courts of the United States for the 
 Districts of Oregon, Idaho, Wyoming, Utah and Montana made 
 and entered in certain causes in equity pending, wherein the 
 American Loan^and Trust Company, Trustee under said mortgage 
 or deed of trust, was complainant, and said Oregon Short Line and 
 Utah Northern Railway Company was defendant; and 
 
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 56507 
 
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 2 
 
 Whereas such further proceedings were had in said causes that 
 the said sale was duly confirmed and the said railroad, franchises 
 and other properties of said Oregon Short Line and Utah Northern 
 Railway Company covered by said mortgage or deed of trust were, 
 at the request of the purchasers thereof, by deed dated February 
 23, 1897, executed by said John B. Cleland as Commissioner in 
 pursuance of said decrees and of the orders of said Courts made 
 thereon, in which deed the American Loan and Trust Company 
 joined as grantor, conveyed to the Railroad Company, assignee of 
 the purchasers at said sale, which thereby acquired title thereto, 
 subject to certain underlying mortgages covering certain parts of 
 said properties and to certain obligations imposed by the decrees 
 and orders directing and confirming said sale and certain other 
 decrees or orders directing delivery of the property so sold by the 
 receivers thereof; and 
 
 Whereas certain of the property covered by said mortgage 
 dated August 1, 1889, was subject to a prior mortgage executed 
 and delivered by the Utah Southern Railroad Company to William 
 H. Hooper and James M. Ham, Trustees, dated July 1, 1879, an d 
 hereinafter called the Utah Southern General Mortgage; and 
 
 Whereas certain other of the property covered by said mortgage 
 dated August 1, 1889, was subject to a prior mortgage executed 
 and delivered by the Utah Southern Railroad Extension to said 
 Hooper and Ham, Trustees, dated July 1, 1879, an d hereinafter 
 called the Utah Southern Extension Mortgage; and 
 
 Whereas default having been made in the payment of interest 
 which became due on the bonds secured by said Utah Southern 
 General Mortgage and said Utah Southern Extension Mortgage, 
 respectively, such proceedings were thereupon had that said last- 
 mentioned mortgages were foreclosed and the railroad, franchises 
 and other properties covered thereby respectively were sold by 
 William D. Cornish, as Special Master, pursuant to decrees of 
 foreclosure and sale of the Circuit Court of the United States for 
 the District of Utah, made and entered on the first day of 
 December, 1896, in certain causes in equity in said Court pending 
 wherein said Ham, surviving Trustee, was complainant, and the 
 
3 
 
 said Utah Southern Railroad Company and said Utah Southern 
 Railroad Extension were respectively defendants; and 
 
 Whereas such further proceedings were had in said causes 
 respectively that the said sale was duly confirmed and the said 
 railroad, franchises and other properties of said Utah Southern 
 Railroad Company and of said Utah Southern Railroad Exten¬ 
 sion, respectively, covered by said last-mentioned mortgages 
 respectively, were, at the request of the purchasers at said 
 last-mentioned sales, by deeds dated March i, 1897, executed 
 by said William D. Cornish as Special Master, in pursuance of 
 said last-mentioned decrees and of the orders of said Court made 
 thereon, respectively, conveyed to the Railroad Company, which 
 thereby acquired title thereto subject to certain obligations im¬ 
 posed by the decrees and orders of said Court; and 
 
 Whereas the Railroad Company, party of the first part hereto, 
 in part consideration for said conveyance to it of said railroad, 
 franchises, and other properties, agreed, among other things, to 
 execute this mortgage or deed of trust covering the said railroad, 
 franchises, and other properties, subject, however, to a certain 
 mortgage or deed of trust of even date herewith to the Guaranty 
 Trust Company of New York securing an issue of consolidated 
 mortgage bonds aggregating thirty-six million, five hundred thou¬ 
 sand (36,500,000) dollars, and to execute and deliver to the Old 
 Colony Trust Company of Boston for account of Samuel Carr, 
 Walter G. Oakman and Henry G. Nichols, the said purchasers 
 and their survivors, jointly and not severally, and subject to their 
 order or the order of any two of them, seven million, one hundred 
 and eighty-five thousand (7,185,000) dollars of its Five Per Cent. 
 Non-cumulative Fifty Year Income Bonds, Series A, and herein¬ 
 after called Income A Bonds, and secured by this mortgage or 
 deed of trust as hereinafter set forth; and 
 
 Whereas the said Income A Bonds are to be issued as coupon 
 bonds, and in the sums of one thousand (1,000) or five hundred 
 (500) dollars each, and are to be numbered consecutively from one 
 upwards, and are to be payable at the office or agency of the 
 Railroad Company in either of the cities of Boston or New York, 
 
4 
 
 ) 
 
 on the first day of July, 1946, and are to bear interest at not 
 exceeding five per cent, per annum, in any one year, payable only 
 when earned out of the surplus net earnings of the property 
 covered by this mortgage or deed of trust as is herein provided and 
 defined; and all of said bonds and the coupons thereto attached 
 and the Trustee’s certificate to be indorsed thereon, are to be 
 substantially of the following tenor, namely: 
 
 No. No. 
 
 UNITED STATES OF AMERICA. 
 
 OREGON SHORT LINE RAILROAD COMPANY. 
 
 NON-CUMULATIVE INCOME A BOND. 
 
 For value received the Oregon Short Line Railroad Company, 
 hereinafter called the Railroad Company, a corporation organized 
 and existing under the laws of the State of Utah, promises to pay 
 to the bearer hereof, or if this bond shall be registered then to 
 the registered owner hereof, according to the provisions indorsed 
 hereon, on the first day of July, 1946, at its office or agency 
 in Boston or New York, the sum of five hundred dollars ( >500) anc | 
 
 also to pay by way of interest thereon, if earned by the said Oregon 
 Short Line Railroad Company as provided for under the terms and 
 conditions of the Indenture of Trust hereinafter referred to, at the 
 rate of five per cent. (5%) per annum from the first day of July, 
 1896, until the maturity of this bond, to the bearer of every coupon 
 hereunto annexed, the sum in such coupon specified or such lesser 
 sum, if any, as may be applicable to such coupon according to the 
 terms of such Indenture of Trust, upon presentation and surrender 
 of such coupon at the time and place therein mentioned. 
 
 This bond is one of a series of bonds of like tenor and date 
 amounting in the aggregate to seven million, one hundred and 
 eighty-five thousand dollars ($7,185,000) and secured by and issued 
 subject to the provisions of an Indenture of Trust dated the first 
 day of March, 1897, whereby the property and franchises of the 
 
5 
 
 Railroad Company as therein described are mortgaged subordinate 
 to certain other liens as therein provided to the Old Colony Trust 
 Company of Boston, Massachusetts, as will more particularly appear 
 by reference to said Indenture of Trust, and to which reference is 
 hereby made for a description of the property and franchises mort¬ 
 gaged and the rights of the holders of the bonds under the same, 
 and the terms and conditions upon which said bonds are issued. 
 
 The right to interest hereon shall not be cumulative, but each 
 coupon shall be paid only out of the surplus net earnings of the 
 Railroad Company as defined in the Indenture of Trust securing 
 this bond for the fiscal year next preceding the maturity of such 
 coupon. 
 
 No recourse shall be had for the payment of the principal of or 
 interest on this bond against any stockholder, officer or director of 
 the Railroad Company, either directly or through the Railroad Com¬ 
 pany, by virtue of any statute or by the enforcement of any assess¬ 
 ment. 
 
 This bond is to be valid only when the Old Colony Trust Com¬ 
 pany has indorsed hereon a certificate that it is one of the bonds in 
 the said Indenture of Trust specified as thereby secured. 
 
 Witness the corporate seal of the Oregon Short Line Railroad 
 Company and the signatures of its President or Vice-President and 
 of its Treasurer or Assistant Treasurer on its behalf, the first day 
 of March, 1897. 
 
 OREGON SHORT LINE RAILROAD COMPANY. 
 
 By 
 
 President . 
 
 Treasurer. 
 

 6 
 
 FORM OF COUPON. 
 
 OREGON SHORT LINE RAILROAD COMPANY. 
 
 Interest warrant for dollars ( ) for one year’s 
 
 interest on its Income A Bond, No. , payable on 
 
 presentation and surrender hereof at the office of the Railroad Com¬ 
 pany in the city of New York or the city of Boston on the first 
 day of September, , if such.interest has been earned in con¬ 
 
 formity with the provisions of the Indenture of Trust securing said 
 bond. 
 
 Treasurer. 
 
 FORM OF TRUSTEE’S CERTIFICATE. 
 
 It is hereby certified that this is one of the bonds specified in the 
 Indenture within mentioned as thereby secured. 
 
 OLD COLONY TRUST COMPANY, Trustee. 
 
 By 
 
 Vice-President. 
 
 FORM OF PROVISION FOR REGISTRATION. 
 
 This bond may be registered in the holder’s name on the books 
 of the Railroad Company, and such registry shall be noted on the 
 bond, after which no transfer shall be effectual, unless it shall be 
 made on the company’s books and noted on the bond ; but the same 
 may be discharged from registry by being so transferred to bearer, 
 after which it shall be transferable by delivery, but may be again, and 
 from time to time, registered as before. The coupons shall be pay¬ 
 able to the bearer thereof, notwithstanding the registry of the bond. 
 The Railroad Company, or the Trustee of the Indenture within 
 mentioned, shall not be bound to take notice of or in any way to 
 see to the execution of any trust expressed, implied or constructive 
 affecting this bond, or the principal or interest therein specified, or 
 be affected by notice of any equity that may be subsisting in 
 respect thereof. 
 
7 
 
 The coupons attached to the said Income A Bonds shall bear the 
 engraved signature of the Treasurer of the said Railroad Company, 
 which shall be recognized by said Railroad Company as having the 
 same legal effect as if said signature had been written upon each 
 of said coupons by such Treasurer. 
 
 And whereas the Board of Directors of the Railroad Company 
 duly resolved to secure the payment of the principal and interest of 
 all said Income A Bonds, according to their tenor, by a mortgage or 
 deed of trust of its property and franchises, hereinafter more par¬ 
 ticularly described, to the Trustee above-named, subject to the 
 mortgage or deed of trust securing said consolidated mortgage 
 bonds as aforesaid, and this Indenture having been submitted to 
 said Board of Directors, it was duly resolved that the same be exe¬ 
 cuted by the President of the Railroad Company, in its name and 
 on its behalf, that the corporate seal of the Railroad Company be 
 thereto affixed, and that this Indenture be acknowledged and de¬ 
 livered on behalf of the Railroad Company to the Trustee herein 
 named, and duly recorded, 
 
 Now therefore this Indenture witnesseth: 
 
 % 
 
 That in order to secure the payment of the principal and inter¬ 
 est, according to their tenor and effect, of all such bonds issued 
 hereunder and at any time outstanding, and the performance and 
 observance of the covenants and conditions hereinafter contained, 
 and for and in consideration of the premises and of the sum of five 
 dollars to it duly paid by the Trustee at or before the ensealing 
 and delivery of these presents, the receipt whereof is hereby ac¬ 
 knowledged, the Railroad Company has executed and delivered 
 these presents, with all the covenants and conditions herein con¬ 
 tained, and has granted, bargained, sold, assigned, released, con¬ 
 veyed, confirmed and set over, and by these presents does grant, 
 bargain, sell, assign, release, convey, confirm and set over unto the 
 Trustee, the party of the second part hereto, and its successors and 
 its and their assigns forever, all and singular the following rail¬ 
 roads, estates, properties, rights, franchises and privileges of the 
 Railroad Company, that is to say: 
 
 All that line of railroad (formerly known as the Oregon Short 
 
8 
 
 Line Railway) beginning at a point called Granger at a junction 
 with the line of the Union Pacific Railway Company in Sweetwater 
 County in the State of Wyoming and running thence in a general 
 westerly and northwesterly direction into and through the county 
 of Uinta in Wyoming and to the western boundary of the State of 
 Wyoming and thence into the State of Idaho and through or partly 
 through the counties of Bear Lake, Bannock, Oneida, Blaine, 
 Lincoln, Elmore, Ada and Canyon to the western boundary of the 
 State of Idaho, and thence into the county of Malheur in the State 
 of Oregon, and thence again into the said county of Canyon in the 
 State of Idaho and through said county of Canyon into and through 
 the county of Washington in the State of Idaho to the western 
 boundary of the State of Idaho and thence into the county of Baker 
 in the State of Oregon, and terminating at a junction with the 
 lines of the Oregon Railroad and Navigation Company at or near 
 a place called Huntington in the said county of Baker and State of 
 Oregon, including the branch extending from the above-described 
 line at a point called Shoshone in the county of Lincoln and State 
 of Idaho, in a general northerly direction to Ketchum in the 
 county of Blaine in the State of Idaho. 
 
 Also all that line of railroad (formerly known as the Idaho Cen¬ 
 tral Railway) beginning at or near a place called Nampa in the 
 county of Canyon, and State of Idaho, at a junction with the above- 
 described main line and running thence in a general northerly and 
 easterly direction to a point at or near Boise City in Ada County 
 in the State of Idaho. 
 
 Also all that line of railroad (formerly known as the Utah and 
 Northern Railway) beginning at a place called Ogden in the 
 county of Weber, in the State of Utah, and extending thence in a 
 general northerly direction through or partly through the counties 
 of Weber, Box Elder and Cache to the northern limit of the State 
 of Utah, and thence into the State of Idaho through the counties of 
 Oneida, Bannock, Bingham and Fremont in the State of Idaho, 
 by way of McCammon and Pocatello to the boundary of the State 
 of Idaho, and into the State of Montana, and thence through or 
 partly through the counties of Madison, Beaver Head and Silver 
 
9 
 
 Bow, in the State of Montana, to Silver Bow Junction and Butte 
 in said county of Silver Bow in the State of Montana, and in a 
 westerly and northerly direction from Silver Bow Junction into and 
 partly through Deer Lodge County in the State of Montana to 
 Stuart in said county, also in a general northerly direction from 
 said Stuart to a junction with the Northern Pacific Railroad at 
 Garrison in said Deer Lodge County in the State of Montana, in¬ 
 cluding the branch from a point on the above-described bine of rail¬ 
 road known as Cache Junction in Cache County, State of Utah, ex¬ 
 tending in a general easterly and northerly direction to Preston in 
 Oneida County in the State of Idaho (that part of the above 
 described line of railroad extending from Silver Bow Junction to 
 Butte and to Stuart and Garrison aforesaid, being subject to the 
 rights, if any, under a lease or agreement purporting to be a lease 
 dated August i, 1886, made and executed to the Montana Union 
 Railway Company) ; 
 
 Also all that line of railroad (formerly known as the Utah Cen¬ 
 tral Railroad) commencing at or near the city of Ogden in the 
 county of Weber, State of Utah, and running thence in a general 
 southerly direction through or partly through Weber and Davis 
 Counties in the State of Utah, to Salt Lake City in the county of 
 Salt Lake and State of Utah. 
 
 Also all that line of railroad (formerly known as the Utah & Ne¬ 
 vada Railway) beginning at or near the city of Salt Lake in the 
 county of Salt Lake and State of Utah and extending in a general 
 westerly and southerly direction to a point called Terminus in the 
 county of Tooele and State of Utah, together with the branch ex¬ 
 tending from Saltair Junction to Saltair on Great Salt Lake in the 
 county of Salt Lake and State of Utah. 
 
 Also all that line of railroad (formerly known as the Ogden & 
 Syracuse Railway) extending from the last above-described line 
 from a point called Syracuse Junction in the county of Davis in 
 the State of Utah westerly to a point called Syracuse situated on 
 Great Salt Lake in said county of Davis and State of Utah. 
 
 Also all that line of railroad (formerly known as the Utah South¬ 
 ern Railroad) beginning at or near Salt Lake City in the county of 
 
10 
 
 ) 
 
 Salt Lake in the State of Utah, and running thence in a general 
 southerly direction through or partly through the counties of Salt 
 Lake, Utah and Juab, and terminating at or near a place called 
 Juab in the county of Juab, and at a junction with the hereinafter 
 described line of railroad extending in a southerly direction from 
 said Juab. 
 
 Also all that line of railroad (formerly known as the Salt Lake 
 and Western Railway) beginning at or near a point called Lehi 
 Junction at a junction with the last above-described line of railroad 
 and extending thence in a general southerly and westerly direction 
 through or partly through the counties of Utah, Tooele and Juab 
 to a point called Tintic in the county of Juab and State of Utah, 
 together with the branches extending from such line from Ironton 
 to Silver City Junction, Mammoth Junction and Eureka, from Sil¬ 
 ver City Junction to Northern Spy Mine, and from Mammoth Junc¬ 
 tion to Mammoth (about one-half of said last-mentioned line being 
 owned jointly with the Rio Grande and Western Railroad Com¬ 
 pany),— all in the county of Juab and State of Utah. 
 
 Also all that line of railroad (formerly known as the Utah South¬ 
 ern Railroad Extension) beginning at or near a point called Juab at 
 a junction with one of the above-described lines of railroad (formerly 
 known as the Utah Southern Railroad), and extending in a general 
 southerly and westerly direction through or partly through the 
 counties of Juab, Millard and Beaver to Frisco in the county of 
 Beaver in the State of Utah. 
 
 As all the foregoing railways and each of them are now or shall 
 be located, constructed or improved within the respective terminal 
 points aforesaid, under or by virtue of any powers now granted or 
 that may be hereafter granted to locate, construct or use a railroad 
 on any of said indicated lines, within said terminal points, however 
 the same may be constructed or built. 
 
 Also all the right, title, interest, estate, property and franchises 
 of the Railroad Company of, in and to any and all railways, exten¬ 
 sions or branches now owned, leased or held by the Railroad Com¬ 
 pany, or in which it now has any interest, wheresoever the same 
 may be located, notwithstanding that the same may not be particu¬ 
 larly herein set forth and described. 
 
Including all telegraphs, telephone lines, road-beds, rights of 
 way, superstructures, bridges, rails, switches, ties, iron, chairs, 
 bolts, splices, lands, depot-grounds, station, engine and car houses, 
 warehouses, water-stations, turn-tables, depots, machine shops, 
 gravel pits, offices, office buildings, any and all other lands, build¬ 
 ings and fixtures, any and all locomotives, engines, cars and other 
 rolling stock, all equipment, machinery, instruments, tools, imple¬ 
 ments, materials, furniture and other chattels, any and all con¬ 
 tracts, and all books of account, maps, inventories and other docu¬ 
 ments now owned or hereafter acquired by the Railroad Company 
 pertaining to the above-described railroads or any of them or the 
 use or operation thereof, and all other property, real or personal, of 
 every kind and description, now owned or hereafter acquired by 
 the Railroad Company pertaining to the above-described railroads 
 or any of them or the use or operation thereof. 
 
 Also all stocks, bonds and other evidences of indebtedness of, or 
 title to, the Oregon Short Line and Utah Northern Railway Com¬ 
 pany, and all corporations which have become, or are claimed to 
 have been, merged in, or consolidated with the Oregon Short Line 
 and Utah Northern Railway Company, and all legal or equitable 
 liens, claims and demands against any such corporation which have 
 been or may hereafter be acquired by the Oregon Short Line Rail¬ 
 road Company. 
 
 Also any and all rights, privileges, franchises and immunities 
 which the Railroad Company now has, or shall hereafter acquire, 
 have or possess, in, to or in respect of, the railroads above described, 
 pertaining to the use or operation or enjoyment thereof. 
 
 Together with the rents, issues, profits, tolls and other benefits 
 and advantages of, or in any way growing out of, all or any of the 
 said railways, property, real or personal, and franchises hereby 
 mortgaged. 
 
 Subject, however, to the mortgages, so far as such property is 
 severally covered thereby, specified in Article 5 of this Indenture, 
 and to the rights, if any, under the lease or instrument purporting 
 to be a lease, dated August r, 1886, between the Utah and Northern 
 Railway Company and the Montana Union Railway Company so far 
 as the same affects the said premises or any part thereof. 
 
12 
 
 
 This conveyance is made likewise subject to the terms, conditions, 
 charges and liens imposed by the decrees of sale and of confirmation 
 of sale entered in the United States Circuit Courts for the Districts 
 of Oregon, Idaho, Montana, Wyoming and Utah and in the several 
 orders of the Circuit Courts of the United States for said Districts 
 and for the District of Nebraska, directing delivery to the Railroad 
 Company by the receivers having possession thereof of the property 
 hereby mortgaged. 
 
 This conveyance is likewise made subject to a mortgage or deed 
 of trust of even date herewith between the Railroad Company and 
 the Guaranty Trust Company of New York, whereby the above- 
 described property is conveyed on mortgage and trust to secure an 
 issue of bonds of said Railroad Company known as its consolidated 
 mortgage bonds aggregating thirty-six million, five hundred thousand 
 (36,500,000) dollars. 
 
 To have and to hold the said premises hereinbefore expressed 
 to be hereby granted unto and to the use of the Trustee and its suc¬ 
 cessors and assigns forever, subject to the Indentures mentioned in 
 Article 5 hereto annexed, so far as the same affect the said premises 
 or any part thereof, and also subject to the terms, conditions, charges 
 and liens imposed by the decrees aforesaid and to the rights, if any, 
 under the lease or instrument purporting to be a lease, aforesaid, 
 and also subject to the mortgage or deed of trust securing said 
 thirty-six million, five hundred thousand (36,500,000) dollars of con¬ 
 solidated mortgage bonds aforesaid, and upon and for the trusts and 
 purposes and upon the conditions hereinafter expressed of and con¬ 
 cerning the same, that is to say: 
 
 In trust for the equal proportionate benefit and security of any 
 and all of said Income A Bonds issued and to be issued hereunder for 
 the purposes of enforcing payment of principal and interest of said 
 bonds when due and compliance with the covenants and conditions 
 contained in this Indenture, so that each of the said Income A 
 Bonds, without regard to the actual time of issue, shall have under 
 and by this Indenture the same right, lien and privilege as every 
 other bond of the said issue, as though all had been made, exe¬ 
 cuted, delivered and negotiated simultaneously with the execution 
 and delivery of this Indenture, it being intended that the lien and 
 security of this Indenture shall take effect from the day of the 
 
13 
 
 date hereof, without regard to the date of actual issue, sale or 
 disposition of such bonds, and as though upon such date all of said 
 bonds were actually issued, sold and delivered to and in the hands 
 of innocent holders for value. And it is hereby expressly cove¬ 
 nanted that all such bonds and the coupons for interest thereon shall 
 be issued, certified and delivered, received and negotiated, and that 
 the mortgaged properties and premises are hereby conveyed, as¬ 
 signed and transferred by the Railroad Company, and are to be held 
 by said Trustee subject to the further covenants, conditions, uses 
 and trusts hereinafter set forth. 
 
 Article i. 
 
 The aggregate amount of all the bonds which may be issued and 
 outstanding under this Indenture, and for the better securing of 
 which this Indenture is made, shall not, in any event, exceed seven 
 million, one hundred and eighty-five thousand (7,185,000) dollars, all 
 of which with all coupons for interest thereon attached shall forth¬ 
 with be executed by the Railroad Company, and delivered to the 
 Trustee for certification ; and the Trustee shall certify and deliver 
 the same upon the order of Samuel Carr, Walter G. Oakman and 
 Henry G. Nichols, or of any two of them. 
 
 Article 2. 
 
 The Railroad Company shall and will, at an office or agency to be 
 established by it in the city of Boston or in the city of New York, 
 keep a sufficient book or books for the registration and transfer of 
 the coupon bonds issued hereunder, which book shall at all reason¬ 
 able times be open to the inspection of the Trustee; and upon 
 presentation for such purpose it will register thereon any coupon 
 bond issued under the provisions hereof. The person in whose 
 name any bond is registered shall for all purposes be deemed and 
 regarded as the owner thereof, and thereafter payment of the princi¬ 
 pal of such bond, if it be a registered coupon bond, shall be made 
 only to such registered holder, or upon his order; but such registra¬ 
 tion may be changed as hereinafter provided. All such payments 
 so made shall be valid and effectual to satisfy and discharge the 
 liability upon such bond to the extent of the sum or sums so paid. 
 
Said coupon bonds shall pass by delivery, unless registered in 
 the owner’s name upon said books of registration, such registration 
 being noted on the respective bonds by the bond registrar of the 
 Railroad Company. After such registration of a coupon bond, no 
 transfer thereof shall be valid unless made on said books by the 
 registered owner or his attorney and similarly noted on the bond ; 
 but the same may be discharged from registry by being transferred 
 to bearer, after which transferability by delivery shall be restored, 
 and it shall continue subject to successive registrations and 
 transfers to bearer as before. Such registration, however, shall 
 not affect the negotiability of the coupons, but the same shall con¬ 
 tinue to be transferable by delivery, notwithstanding registration of 
 the bond. 
 
 Article 3. 
 
 Interest upon the bonds to be issued hereunder shall be payable 
 according to the tenor thereof and of the coupons thereto attached 
 only upon presentation and surrender of the respective coupons an¬ 
 nexed to said bonds, as such coupons respectively mature, out of the 
 net earnings of the Railroad Company as hereinafter defined and 
 provided. The net earnings of the Railroad Company shall be deter¬ 
 mined as follows : 
 
 The said company shall render to the Trustee on the first day 
 of August in each and every year during the continuance of this 
 Indenture an account of the gross earnings, income, receipts, inter¬ 
 est, dividends, or profits received from the operation of the properties 
 and lines of railway covered by this Indenture of Trust — and from 
 such other properties and lines of railway leased or otherwise ac¬ 
 quired by the Railroad Company, the cost of rental or acquisition 
 of which has been charged against the gross earnings of said Rail¬ 
 road Company in conformity with the provisions of this paragraph 
 — during the year ending with the thirtieth day of June last pre¬ 
 ceding the day on which such account is rendered. It shall charge 
 against such gross earnings all operating and maintenance expenses, 
 taxes, repairs, renewals, replacements (including not exceeding the 
 sum of fifty thousand (50,000) dollars a year for the acquisition of 
 such new equipment through a car trust or trusts or otherwise 
 
15 
 
 as may be necessary for the safe and economical operation of said 
 lines of railway), and insurance, and such improvements only as are 
 necessary for the economical administration of said properties and 
 lines of railway, and rental of such terminal properties as may like¬ 
 wise be necessary for the proper operation of such railway, and all 
 interest or other sums secured by mortgage or otherwise charged 
 
 0 
 
 upon the property hereby conveyed as a lien superior hereto. And 
 the Trustee shall have access to the books of the said Railroad 
 Company, through any accountant it may appoint for that purpose, 
 to ascertain the true state of said Company’s accounts ; and in the 
 event that it is claimed by the holders of one million (1,000,000) dol¬ 
 lars in amount of the bonds hereunder that there are net earnings 
 applicable to the payment of the interest on the bonds secured 
 hereby as herein defined, and the account rendered to the Trustee 
 by the Railroad Company shows no such net earnings or no such 
 amount thereof as is claimed, then and in that event the Trustee 
 shall, upon application to it of the holders of one million (1,000,000) 
 dollars in amount of the said bonds and on being duly indemnified, 
 institute an investigation of said question. Such net earnings as 
 shall remain after such above specified charges have been made 
 shall be up to the amount of the interest coupons next due on the 
 bonds hereunder paid over to the Trustee on or before the first 
 day of September, to be by said Trustee applied to the payment of 
 the interest on said bonds hereunder. If, however, said net earn¬ 
 ings are insufficient to pay such interest in full, then all the net 
 earnings of the Railroad Company, as above determined, shall, on 
 or before the first day of September, be paid over to the Trustee, 
 which shall apply them to the payment of said interest, appor¬ 
 tioning said net earnings ratably and equally among all bonds issued 
 hereunder and outstanding. 
 
 It is further understood and agreed between the parties to this 
 instrument that, if it should at any time be deemed expedient to 
 apply any portion of the earnings of the said Railroad Company 
 to purposes other than those hereinbefore specified in this section, 
 the said earnings may be so applied; provided, however, the written 
 sanction of the Trustee, the party of the second part, shall first be 
 obtained, the granting of which sanction shall be discretionary with 
 
the party of the second part; and, in that event, all expenditures 
 made and included within the terms of the said sanction shall be 
 charged against the gross earnings of the party of the first part, and 
 no payments shall be made on the said coupons unless there shall 
 remain a surplus after charging the expenditures made as aforesaid 
 in addition to the items first above specified. 
 
 Provided, however, that the Railroad Company shall not be 
 under any obligation to pay over its net earnings to the Trustee, 
 in conformity with the above provisions of this article, unless such 
 net earnings amount to at least one-quarter of one per cent, of the 
 aggregate par value of all the bonds hereby secured then outstanding. 
 If the account rendered to the Trustee by the Railroad Company 
 discloses net earnings, but such net earnings do not amount to one- 
 quarter of one per cent, of the aggregate par value of all the bonds 
 hereby secured then outstanding, then the Railroad Company shall 
 retain the amount of such earnings and shall add the same to the 
 amount of any subsequent net earnings which, under the terms of 
 this Indenture, are payable to the Trustee as being applicable to 
 the payment of the interest on the bonds secured hereby, and shall 
 pay the same over to the Trustee at such future time with such 
 subsequent earnings. The right to interest shall not be cumulative, 
 but shall be restricted to net earnings, defined as above and earned 
 at any time during the year ending on the thirtieth day of June next 
 preceding the date on which such interest becomes due. 
 
 It is further understood and agreed that the amount payable as 
 interest on the bonds hereby secured shall not exceed five per cent. 
 
 The account above directed to be rendered and kept by the Rail¬ 
 road Company shall be stated for the period of one year ending with 
 the thirtieth day of June last preceding the date of the maturing cou¬ 
 pon, and all net earnings disclosed by such account as earned during 
 such year shall be applicable to the payment of said maturing 
 coupon. 
 
 And whereas, under the provisions of this article, it is contem¬ 
 plated that the Railroad Company is to pay over to the Trustee its 
 net earnings, or the proper part thereof, on or about the first day of 
 September in each year during the continuance of this Indenture, 
 to be applied by the Trustee to the payment of the interest on the 
 
17 
 
 bonds hereunder; and whereas the coupons on said bonds here¬ 
 under mature on the first day of September in each such year, now, 
 therefore, it is further agreed between the said Railroad Company 
 and said Trustee that the Trustee will pay to the said Railroad 
 Company interest on the sums received by it as representing said 
 net earnings at the usual current rate paid by the Old Colony Trust 
 Company, for the period of time elapsing between the receipt of 
 such moneys by the Trustee and the application of the same by 
 said Trustee to the payment of the interest on the bonds secured 
 hereby. 
 
 The Railroad Company further covenants' and agrees that no 
 dividend shall ever be paid in any year on the stock of the company 
 now issued or hereafter outstanding, unless a full instalment of in¬ 
 terest as herein described for the same year shall be paid on all 
 Income A Ronds issued under and secured by this Indenture then 
 outstanding. 
 
 If the Railroad Company fails to return to the Trustee a proper 
 account of its earnings and expenses as required by this article 
 within six months after written demand for such account has been 
 given to the Railroad Company by the Trustee, the Railroad Com¬ 
 pany shall be deemed to be in default, and the remedies provided for 
 in Articles 6 and 7 hereof shall become operative. 
 
 If the account rendered by the Railroad Company discloses net 
 earnings amounting to one-quarter of one per cent, of the total 
 par value of the bonds hereunder, and the said company fails to pay 
 over such net earnings, or the proper part thereof, as herein speci¬ 
 fied, to the Trustee, and such failure continues for the period of six 
 months after written notice of such default has been given to said 
 Railroad Company, then the Railroad Company shall be deemed to 
 be in default, and the remedies provided for in Articles 6 and 7 shall 
 become operative. 
 
 Article 4. 
 
 And in the event that the account rendered to the Trustee by 
 the Railroad Company discloses no net earnings, and the Trustee 
 claims that in fact there are net earnings applicable to the pay¬ 
 ment of interest on said bonds, or in case the Trustee claims that 
 
) 
 
 18 
 
 there are net earnings applicable to the payment of interest on 
 said bonds in excess of the net earnings disclosed by the account 
 rendered to the Trustee, then the Trustee may give notice to the 
 Railroad Company in writing of such claim made by it, and, if 
 such claim is not complied with by payment by the Railroad Com¬ 
 pany of the sum claimed within three months after such demand, 
 the Trustee may file in any court of competent jurisdiction a bill 
 of complaint for an accounting and for foreclosure to sell the mort¬ 
 gaged property in accordance with the provisions of Article 7 
 of this Indenture, and to foreclose the right of redeeming the 
 same, and if it be ascertained in such suit by final decree that 
 there were in fact net earnings applicable to the payment of such 
 interest on said bonds in addition to the amount, if any, disclosed 
 in said account, then such final decree shall contain a provision 
 that, if within sixty days after the making of such decree the 
 Railroad Company shall pay over to the Trustee such amount as 
 the court shall determine to be payable by it as its net earnings 
 applicable to the payment of the interest in question on the bonds in 
 question, then said Railroad Company shall be relieved from such 
 default; but if within said sixty days such amount determined as 
 aforesaid shall not be paid, then, and in that case, at the option 
 of the Trustee, the principal of the bonds shall become due, and 
 the property covered by this mortgage or deed of trust shall be 
 sold, and the right of redeeming the same be foreclosed, and, upon 
 such sale taking place, the principal of said bonds shall in any 
 event become due. 
 
 Provided, however, that proceedings for the foreclosure of this 
 Indenture under the provisions of this article must be begun 
 within nine months after the rendering of the particular account 
 objected to, otherwise such account shall be final and not subject 
 to any objection by the Trustee or the bondholders hereunder, and 
 that nothing herein contained shall be construed to cut off any 
 right of appeal by the Railroad Company. 
 
 The remedy herein provided for breach of the duty of the Rail¬ 
 road Company imposed by this article shall be exclusive of all 
 other remedies, anything in this Indenture to the contrary notwith- 
 
'9 
 
 standing, until the final decree as aforesaid has been rendered 
 against the Railroad Company. 
 
 Article 5. 
 
 The Railroad Company covenants and agrees for the benefit of 
 the holders of the bonds hereunder, that no liens or encumbrances 
 whatever, prior to the lien of this Indenture, shall be created by the 
 contractual or voluntary act of the Railroad Company upon or 
 against the corpus of the properties and lines of railway of the said 
 Oregon Short Line Railroad Company, covered by this Indenture, 
 other than the liens, encumbrances and obligations specified as 
 follows, to wit : 
 
 (1) The underlying divisional mortgages existing on lines of rail¬ 
 way owned by companies formerly subordinate to, and affiliated with, 
 the Oregon Short Line and Utah Northern Railway Company, to 
 wit: 
 
 (a) The Oregon Short Line Railway Company’s First Mort¬ 
 gage, due February 1, 1922, securing an aggregate of fourteen 
 million, nine hundred and thirty-one thousand (14,931,000) 
 dollars of six per cent, bonds. 
 
 ( b ) The Utah and Northern Railway Company’s First Mort¬ 
 gage, due July 1, 1908, securing an aggregate of four million, 
 nine hundred and ninety-three thousand (4,993,000) dollars of 
 seven per cent, bonds. 
 
 ( c ) The Utah and Northern Railway Company’s Consolidated 
 Mortgage, due July 1, 1926, securing an aggregate of one mill¬ 
 ion, eight hundred and thirty-one thousand (1,831,000) dollars of 
 five per cent, bonds. 
 
 (2) The Consolidated First Mortgage of the Oregon Short Line 
 Railroad Company, securing an authorized issue, including reserve, 
 of thirty-six million, five hundred thousand (36,500,000) dollars of 
 First Mortgage five per cent, fifty year Gold Bonds, due July 1, 
 1946. 
 
 (3) The liens imposed by the decrees of the Circuit Courts of the 
 United States for the districts of Oregon, Utah, Wyoming, Idaho, 
 and Montana, and Nebraska aforesaid. 
 
 (4) The Utah and Northern Company’s Equipment Trust Mort¬ 
 gage, securing thirty-six thousand (36,000) dollars Equipment Trust 
 Bonds, due April 1, 1897. 
 
 (5) The rights, if any, of the Montana Union Railway Company 
 under the lease or agreement purporting to be a lease to it by the 
 LTah and Northern Railway Company, dated August 1, 1886. 
 
20 
 
 And it is expressly understood and agreed that unless the holders 
 of a majority in interest of the Income A Bonds issued hereunder 
 have duly consented thereto at a meeting of such Income A bond¬ 
 holders, to be called by the Trustee, and at which meeting a majority 
 in interest of the holders of the said bonds hereunder shall be repre¬ 
 sented and voting, no liens or encumbrances shall be created by the 
 Railroad Company upon the property and lines of railway covered 
 by this Indenture which are to be in any way superior or prior to or 
 to stand in equal position with the bonds hereby secured, except as 
 in Sections i, 2, 3, 4, and 5 of the above schedule specified, and no 
 bonds or obligations under such liens or encumbrances specified in 
 said schedule shall be issued by said Railroad Company to an aggre¬ 
 gate amount larger than as above provided. 
 
 With the exception only of the prior liens and encumbrances 
 hereinbefore stated, unless the same should be increased by consent 
 as above provided, the lien of the within Indenture or deed of trust 
 and the obligations contained in the bonds issued hereunder shall 
 be the paramount lien and obligation of the Railroad Company, so 
 far as liens created by the Railroad Company on the property and 
 lines of railway covered by this Indenture are concerned. 
 
 It is agreed and understood that in case the Railroad Company at¬ 
 tempts by its own act to create any further lien on its said property 
 in disregard of the provisions of this article, or to issue any larger 
 amount of bonds of any of the series above referred to than by this 
 article provided and allowed, then said Railroad Company shall be 
 deemed to be in default, and after continuance of such default for six 
 months the remedies provided for in articles six and seven hereof 
 shall become operative. 
 
 Article 6. 
 
 In case of default in the payment of interest on any of the bonds 
 hereby secured due as hereinbefore provided, and such default 
 continues for a period of six months after demand for payment of 
 said interest or any of it, or in case the principal of the Consolidated 
 Bonds has been declared due as in the mortgage securing said bonds 
 is provided, or in case default has been made in the payment of the 
 interest of any of said Consolidated Bonds, and is continued for a 
 
period of six months after written demand for the payment of said 
 interest or any part of it, then the said Trustee may, by notice in 
 writing delivered to the Railroad Company, declare the principal 
 of all bonds hereby secured to be due and payable ; and, upon the 
 request in writing of twenty-five (25) per cent, in amount of the 
 holders of the then outstanding bonds hereby secured, the Trustee 
 shall so declare the said principal sum to be at once due and pay¬ 
 able, anything in this Indenture or in said bonds contained to the 
 contrary notwithstanding. 
 
 The holders of a majority in amount of the bonds hereby se¬ 
 cured may thereafter annul or reverse any such declaration which 
 may have been made by the Trustee in their behalf, respectively, 
 anything herein contained to the contrary notwithstanding ; and, 
 after such declaration shall have been annulled, all proceedings 
 founded on such declaration shall thereupon cease and be discon¬ 
 tinued at the expense of the Railroad Company and the bonds here¬ 
 under shall continue to run as though such declaration had not been 
 made. It is expressly understood that the action of the Trustee or 
 of the bondholders in case of any one default shall not affect or 
 impair the rights of the Trustee or of such bondholders in respect 
 to any subsequent default on the part of the company or impair any 
 rights resulting therefrom. 
 
 Article 7. 
 
 No coupon for interest on any bond hereby secured, which in any 
 way, on or after the date of the maturity thereof, shall be assigned, 
 transferred or pledged separate and apart from the bond to which 
 it relates, shall, unless accompanied by such bond, be entitled, in 
 case of default hereunder, to the benefit or security of this Indenture, 
 except subject to the prior payment in full of the principal of all 
 bonds issued hereunder and outstanding and of all coupons and 
 claims for interest on all said bonds not so assigned, transferred 
 or pledged. 
 
 In case default shall be made in the payment upon demand of 
 any interest on any of said bonds hereby secured, as and when such 
 interest shall become due and payable, and such default shall con¬ 
 tinue for a period of six months, or in case default shall be made in 
 
22 
 
 ) 
 
 payment upon demand of the principal of any of said bonds when 
 the same shall become due and payable, or in case default shall be 
 made in the performance or observance of any covenants or condi¬ 
 tions herein required to be performed or observed by the Railroad 
 Company, and any such default shall continue for a period of six 
 months after the Trustee shall have requested in writing the Rail¬ 
 road Company to perform or observe such covenant or condition, 
 then, and in every such case, the Railroad Company shall, upon 
 demand of the Trustee, forthwith surrender to the Trustee the 
 actual possession of, and the Trustee personally, or by its agents or 
 attorneys, shall be entitled forthwith to enter into or upon all or any 
 part of the railroad property and premises, lands, rights, interests 
 and franchises hereby conveyed, or intended so to be, and each and 
 every part thereof, and may exclude the Railroad Company, its 
 agents and servants, wholly therefrom, and, having and holding the 
 same, may use, operate, manage and control said railways and other 
 premises, regulate the tolls for the transportation of passengers and 
 freight thereon, and conduct the business thereof, either personally 
 or by its superintendents or attorneys, to the best advantage, as well 
 of the public as of the holders of the bonds hereby secured, in 
 accordance with law and with any statute relating to said railways 
 and other premises, or any part thereof, or to the operation thereof. 
 And upon every such entry the Trustee, at the expense of the trust 
 estate, from time to time, either by purchase, repairs or construction, 
 may maintain and restore and insure or keep insured the rolling 
 stock, tools and machinery and other property, buildings, bridges and 
 structures erected or provided for use in connection with said rail¬ 
 ways and other premises, and whereof it shall become possessed as 
 aforesaid, in the same manner and to the same extent as is usual 
 with railway companies, and likewise, from time to time, at the ex¬ 
 pense of the trust estate, may make all necessary or proper repairs, 
 renewals and replacements and useful alterations, additions, better¬ 
 ments and improvements thereto and thereon, as well in respect of 
 the rolling stock or equipments as in respect of the railways and 
 appurtenances and other subject-matters, as to it may seem judi¬ 
 cious, and it may collect and receive all tolls, freights and incomes, 
 rents, issues and profits of the same, and every part thereof; and, 
 
23 
 
 after deducting the expenses of operating and maintaining said rail¬ 
 ways and other premises, 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 
 charges upon said premises and property, or any part thereof, as 
 well as just and reasonable compensation for its own services and 
 for all attorneys and counsel, agents, clerks, servants and other 
 employees by it properly engaged and employed, it shall apply the 
 moneys arising as aforesaid as follows : 
 
 In case the principal of the bonds hereby secured shall not have 
 become due, first to the payment of the interest remaining in default 
 in the order of the maturity of such interest upon any and all said 
 bonds, such payments in every instance to be made, with interest 
 on the overdue instalments of interest, ratably to the persons en¬ 
 titled thereto without discrimination or preference. 
 
 In case the .principal of the bonds hereby secured shall have 
 become due, by declaration or otherwise, first to the payment of 
 accrued interest in the order of maturity of the instalments thereof 
 upon any and all said bonds, and next to the payment of the princi¬ 
 pal of any and all said bonds, in every instance such payments to 
 be made, with interest on overdue instalments of interest, ratably 
 to the persons entitled to such payments without any discrimination 
 or preference. The foregoing provisions are, however, subject to 
 the provision as to postponing the rights of holders of detached 
 coupons unless accompanied by the bond to which they relate as 
 hereinbefore provided. 
 
 In case default shall be made in the payment upon demand of 
 any interest on any of said bonds hereby secured as and when such 
 interest shall become due and payable, and such default shall 
 continue for a period of six months, or in case default shall be 
 made in the payment upon demand of the principal of any of said 
 bonds, when the same shall become due and payable, or in case 
 default shall be made in the performance or observance of any 
 covenant or condition herein required to be performed or observed 
 by the Railroad Company, and any such default shall continue for 
 a period of six months after the Trustee shall have requested in 
 

 24 
 
 writing the Railroad Company to perform or observe such covenant 
 or condition, then, and in every such case, the Trustee shall be 
 entitled, with or without entry, personally or by attorney in its 
 discretion, either to: 
 
 (a) Sell the said mortgaged property, rights and interests 
 at public auction, at the city of Salt Lake, State of Utah, at 
 such time and upon such terms as the Trustee may fix, first 
 giving notice of the time and place of the sale, and a brief de¬ 
 scription of the property to be sold, by publication once in each 
 week for four successive weeks in a newspaper published in the 
 city of Salt Lake, Utah, in a newspaper published in the city of 
 New York, New York, and in a newspaper published in the city 
 of Boston, Massachusetts; and the Trustee may from time to time 
 adjourn such sale in its discretion and hold such adjourned sale 
 without further notice. 
 
 (b) The Trustee may proceed to protect and enforce the rights 
 of the 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 the execu- 
 tion of any power herein granted, or for the foreclosure of this 
 Indenture, or for the enforcement of any proper, equitable or 
 legal remedy as the Trustee, being advised by counsel learned in 
 the law, may deem most effectual to protect and enforce any of its 
 rights or duties hereinunder. 
 
 (c) Upon any such sale, the Trustee may make and deliver to 
 the accepted purchaser or purchasers of the property, rights and 
 interests so sold, good and sufficient deed or deeds for the same, 
 and any such sale shall be a perpetual bar at law and in equity 
 against the Railroad Company and against all persons and corpo¬ 
 rations claiming or to claim by, through or under it. And the 
 receipt of the Trustee shall be a sufficient discharge for the 
 purchaser or purchasers of the property sold as aforesaid for the 
 purchase money, and no such purchaser or his several representa¬ 
 tives, vendees, 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 pur- 
 
25 
 
 pose of this Indenture, or in any manner whatsoever be answer- 
 able for any loss, misapplication or non-application of any such 
 purchase money or any part thereof, or be bound to inquire as to 
 the authorization, necessity, expediency or regularity of any such 
 sale. 
 
 In case the mortgaged premises shall be sold upon a default 
 hereunder, the whole of the principal sum of all the bonds hereby 
 secured, if not previously declared due, shall at once become due 
 and payable, anything in said bonds or herein contained to the 
 contrary notwithstanding. 
 
 The proceeds of any such sale, or of a sale of the mortgaged 
 premises upon a foreclosure by judicial proceedings, shall be 
 applied as follows: 
 
 ist. To the payment of the costs and expenses of such sale, 
 including a reasonable compensation to the Trustee, its agents, 
 attorneys and counsel, and of all expenses, liabilities and advances 
 made or incurred by the Trustee in managing and maintaining the 
 property hereby conveyed or intended so to be, and of all taxes, 
 assessments or charges prior to the lien of these presents, except 
 any taxes, assessments or other superior charges to which such sale 
 shall have been made subject. 
 
 2d. To the payment of the whole amount then due and unpaid 
 upon the bonds hereby secured for principal and interest, together 
 with interest on overdue instalments of interest. 
 
 If such proceeds shall be insufficient to pay in full the amounts 
 so due and unpaid upon said bonds, then the principal and interest 
 of the said bonds shall be paid without preference or priority of 
 principal over interest or interest over principal or of any instal¬ 
 ment of interest over any other instalment of interest, ratably to 
 the aggregate of such principal and accrued and unpaid interest. 
 
 The foregoing provisions are, however, in each case, subject to 
 the provision hereinbefore made postponing rights of holders of 
 detached coupons, unless accompanied by the bond to which they 
 relate. 
 
 3d. To the payment of the surplus, if any, to the Railroad 
 Company, its successors or assigns, or to whomsoever may be 
 lawfully entitled to receive the same. 
 

 2 6 
 
 For any deficiency in the amount of the principal and interest 
 due to the said bondholders and not paid to them, after all the 
 remedies above set forth and specified have been exhausted, the 
 Railroad Company shall, after such deficiency is ascertained, be 
 and remain liable to such holders of such bonds, and the amount 
 of such deficiency shall be at once payable to said holders from 
 the Railroad Company notwithstanding the date expressed in and 
 according to the terms of said bonds as the day of maturity. And 
 the Trustee may recover a judgment for such deficiency in trust for 
 such bondholders, and may execute the same, and such judgment 
 for deficiency may be recovered in the proceedings to foreclose the 
 mortgage on the property of the Railroad Company, if the Trustee 
 and the court in which such foreclosure proceedings are brought 
 so determine. 
 
 In the event of any sale pursuant to any provision hereof, 
 whether made under the power of sale hereby granted and conferred 
 or under or by virtue of judicial proceedings or of some judgment 
 or decree of foreclosure and sale made by any court of competent 
 jurisdiction, the whole of the property hereby mortgaged shall 
 be sold in one parcel as an entirety, including all the rights, 
 titles, estates, railroads, equipment, franchises, leases, leasehold 
 interests, contracts and other real and personal property of every 
 name and nature; 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. And the Trustee and its successors 
 are hereby appointed the true and lawful attorney or attorneys 
 irrevocable of the Railroad Company, in its name and stead to 
 make all necessary deeds and conveyances of property and all 
 necessary transfers of the shares of stock or bonds or other obliga¬ 
 tions thus sold; and for that purpose it and they may execute all 
 necessary acts of assignment and transfer, and may substitute one 
 or more persons with like power, the Railroad Company hereby 
 ratifying and confirming all that its said attorney or attorneys, or 
 such substitute or substitutes, shall lawfully do by virtue hereof. 
 
 In case of any sale hereunder, whether by the Trustee or pur¬ 
 suant to judicial proceedings, any and all purchasers in making 
 settlement or payment shall be entitled to turn in any bonds and 
 
27 
 
 any matured and unpaid coupons hereby secured, estimating the 
 value of such bonds and coupons for that purpose at the sum 
 payable out of the net proceeds of such sale to the holder or 
 holders of such bonds and coupons as his or their ratable share of 
 such net proceeds, after allowing for the proportion of the total 
 payment required to be made in cash for the cost and expenses of 
 the sale or otherwise; and at any and every such sale any or all 
 of the bondholders may bid for and purchase such property, and 
 upon compliance with the terms of the sale may hold, retain and 
 dispose of such property without further accountability therefor. 
 
 Upon filing a bill in equity or upon commencement of any other 
 judicial proceedings to enforce any right of the Trustee or the 
 bondholders under this Indenture the Trustee shall be entitled to 
 exercise the right of entry herein conferred, and also any and all 
 other rights and powers herein and hereby conferred, and provided 
 to be exercised by the Trustee upon the occurrence and continu¬ 
 ance of default as hereinbefore provided; and, as matter of right, 
 the Trustee shall be entitled to the appointment of a receiver or 
 receivers of the premises hereby mortgaged, and of the earnings, 
 income, revenue, rents, issues or profits thereof, with such powers 
 as the court making such appointment shall confer. 
 
 The Railroad Company shall not and 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 here¬ 
 after in force in any locality where the mortgaged premises or any 
 part thereof may or shall be situate, nor will it claim, take or insist 
 on any benefit or advantage from any law now or hereafter in force 
 providing for the valuation or appraisement of the mortgaged prem¬ 
 ises, 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 after any such sale or 
 sales will it claim or exercise any right under any statute enacted by 
 the Congress of the United States or by the legislature of any 
 State or Territory to redeem the property so sold or any part 
 thereof; and it hereby expressly waives all benefit and advantage of 
 any such law or laws, and it agrees that it will not hinder, delay or 
 impede the execution of any power herein granted and delegated to 
 
) 
 
 28 
 
 the Trustee, but that it will suffer and permit the execution of every 
 such power as though no such law or laws had been made or 
 enacted. 
 
 No holder of any bond or coupon hereby secured shall have any 
 right to institute any suit, action or proceeding in equity or at law 
 for the foreclosure of this Indenture or for the execution of any trust 
 thereof or for the appointment of a receiver, or for any other rem¬ 
 edy hereunder, without first giving to the Trustee written notice 
 of the fact that default has occurred and continued as hereinbe¬ 
 fore provided, nor unless also the holders of twenty-five (25) per 
 cent, in amount of the then outstanding bonds shall have requested 
 the Trustee, in writing, and shall have afforded to it reasonable 
 opportunity either itself to proceed to exercise the powers hereinbe¬ 
 fore granted, or to institute such action, suit or proceeding in its 
 own name, nor unless also they shall have offered to the Trustee 
 adequate security and indemnity against the cost, expenses and lia¬ 
 bilities to be incurred therein or thereby; and such notification, 
 request and offer of indemnity are hereby declared in every such 
 case, at the option of the Trustee, to be conditions precedent to the 
 execution of the powers and trusts of this Indenture and to any 
 action, or cause of action, for foreclosure, or for the appointment of 
 a receiver, or for any other remedy hereunder at the suit of any 
 holder of bonds or coupons ; it being understood and intended that 
 no one or more holders of bonds and coupons shall have any right 
 in any manner whatever to affect, disturb or prejudice the lien of 
 this Indenture by his or their action, or to enforce any right here¬ 
 under, except in the manner herein provided, but that all proceed¬ 
 ings at law or in equity shall be instituted, had and maintained for 
 the equal benefit of all holders of such outstanding bonds and 
 coupons according to the tenor and terms of the said bonds here¬ 
 under issued and hereby secured. 
 
 No recourse under any obligation, covenant or agreement of this 
 Indenture, or of any bond or coupon hereby secured, shall be had 
 against any incorporator, stockholder, officer or director of the Rail¬ 
 road Company or of any successor corporation, either directly or 
 through the Railroad Company, by the enforcement of any assess¬ 
 ment or by any legal or equitable proceeding by virtue of any law, 
 statute or otherwise, it being expressly agreed and understood that 
 
29 
 
 this mortgage and the obligations hereby secured are solely corporate 
 obligations, and that no personal liability whatever shall attach to or 
 be incurred by the incorporators, stockholders, officers or directors 
 of the Railroad Company, or of any successor corporation or any or 
 either of them, under or by reason of any of the obligations, cove¬ 
 nants or agreements in this Indenture, or in any of the bonds or 
 coupons hereby secured, and that any and all personal liability, 
 either at common law or in equity, or by law or statute, of every 
 such incorporator, stockholder, officer or director, is hereby expressly 
 waived as a condition of, and consideration for, the execution and 
 issue of this mortgage and such obligations. 
 
 Except as herein expressly provided to the contrary, no remedy 
 herein conferred upon or reserved to the Trustee or to the holders 
 of bonds secured hereby is intended to be exclusive of any other 
 remedy, but each and every such remedy shall be cumulative, and 
 shall be in addition to every other remedy given hereunder or now 
 or hereafter existing at law or in equity or by statute. 
 
 The holders of a majority in amount of all bonds hereby secured 
 and then outstanding, anything in this Indenture to the contrary 
 notwithstanding, shall have the right from time to time to direct and 
 control any and all proceedings which shall have been instituted or 
 which may be instituted for any sale of the premises hereby con¬ 
 veyed or agreed or intended so to be, or for the foreclosure of this 
 Indenture, or for the appointment of a receiver, or any other proceed¬ 
 ing hereunder. No such action by the Trustee or by such majority 
 shall extend to or be taken to affect any subsequent default or im¬ 
 pair any rights resulting therefrom ; provided, however, that until 
 instructions shall have been given by the bondholders as hereby 
 authorized the Trustee may, in its sound discretion, exercise any 
 right or power hereby conferred. 
 
 Article 8. 
 
 Whereas, the fourth article of the mortgage made by the Rail¬ 
 road Company to the Guaranty Trust Company of New York con¬ 
 tains provisions authorizing the Guaranty Trust Company of New 
 York to release such portions of the mortgaged premises appurte- 
 

 30 
 
 nant to any line of railroad subject to the lien thereof, such as 
 premises acquired or held for the purposes of stations, depots, shops 
 or other buildings or erections, or for the supply of gravel, fuel or 
 other materials which in the judgment of the Railroad Company 
 shall at the time of such release be no longer requisite for use for 
 the purposes for which the same shall have been so acquired or 
 used, nor necessary or expedient to be retained for use in connec¬ 
 tion with said mortgaged premises, and likewise any parts of works, 
 sidings or roadways which may have been thrown out of use and 
 ceased to form part of the railroads operated by the Railroad Com¬ 
 pany at the time of such release, by reason of straightening or 
 alteration of the line of road, or other cause satisfactory to the 
 Guaranty Trust Company, the power so to release given by that ar¬ 
 ticle being designed to be exercised only in case the Railroad Com¬ 
 pany shall sell or exchange for other property the property so to be 
 released because of its being no longer required for the uses or pur¬ 
 poses of its railroad or business, or because the sale thereof or ex¬ 
 change thereof for other property is necessary or advantageous for 
 any cause, it being provided in said article that the proceeds of any 
 such sale shall be invested in the purchase of other property, real 
 or personal, which shall be conveyed by the Railroad Company to 
 the Guaranty Trust Company, subject to all the trusts in said mort¬ 
 gage declared, or in betterments or improvements in some other 
 way for the benefit of the mortgaged premises to the satisfaction of 
 said Guaranty Trust Company. It is one of the conditions of this 
 instrument, and as such it is expressly agreed by both parties here¬ 
 to, that all releases by the Guaranty Trust Company of New York, 
 executed and delivered under the provisions of the said fourth ar¬ 
 ticle of the said mortgage to the Guaranty Trust Company of New 
 York, shall, ipso facto , operate to release the property described in 
 such release from the lien of this mortgage. It is also agreed that 
 the Old Colony Trust Company shall in no manner be charged 
 with the duty of seeing to the substitution of other property of 
 equivalent value for the property so released or to the application 
 of the proceeds of property sold, but the lien of this mortgage 
 shall attach to property substituted for property released in like 
 
3i 
 
 manner as though such substituted property had been originally 
 included in the property described in this mortgage. It is also 
 agreed that the Old Colony Trust Company may execute and 
 deliver simultaneous releases with the releases executed and deliv¬ 
 ered by the Guaranty Trust Company of New York, and that in 
 such case the execution and delivery of the release by the Guar¬ 
 anty Trust Company of New York shall be a full protection and 
 discharge to the Old Colony Trust Company in case it is required 
 to take any action under this article. 
 
 The Railroad Company shall have full power, according to its 
 discretion, to dispose of, from time to time, such portion of the 
 machinery, equipment, implements, furniture, materials and sup¬ 
 plies at any time held by it, subject to the lien hereof, as may have 
 become unfit or undesirable for use in connection with said rail¬ 
 ways, replacing the same by new machinery, equipment or imple¬ 
 ments, furniture, materials or supplies, which shall become subject 
 to the operation of this Indenture. 
 
 Article 9. 
 
 After the satisfaction and discharge of said mortgage made by 
 the Railroad Company to the Guaranty Trust Company of New 
 York, whenever there shall be furnished to the Trustee a written 
 request of the Railroad Company with a copy of a resolution of its 
 Board of Directors or Executive Committee approving such request, 
 the Trustee from time to time shall release from the lien and 
 operation of this Indenture to persons designated by the Railroad 
 Company any portion of the mortgaged premises appurtenant to 
 any line of railroad subject to the lien hereof, such as premises 
 acquired or held for the purposes of stations, depots, shops or other 
 buildings or erections, or for the supply of gravel, fuel or other 
 materials which, in the judgment of the Railroad Company, shall 
 at the time of such release be no longer requisite for use for the 
 purposes for which the same shall have been so acquired or used, 
 nor necessary or expedient to be retained for use in connection with 
 the said mortgaged premises, and likewise any parts of the works, 
 
32 
 
 sidings or roadway which may have been thrown out of use and 
 ceased to form part of the railroads operated by the Railroad Com¬ 
 pany at the time of such release, by reason of straightening or 
 alteration of the line of road, or other cause satisfactory to the 
 Trustee; but the power to release given by this article is designed 
 to be exercised only in case the Railroad Company shall sell or 
 exchange for other property the property so to be released because 
 of its being no longer required for the uses or purposes of its rail¬ 
 road or business, or because the sale thereof or the exchange thereof 
 for other property is necessary or advantageous for any cause, and 
 in order to give a perfect title to the purchaser or purchasers. 
 The proceeds of any such sale and any moneys received upon taking 
 any property subject to this Indenture by the exercise of the power 
 of eminent domain shall be invested in the purchase of other prop¬ 
 erty, real or personal, which shall be conveyed by the Railroad 
 Company to the Trustee, subject to all the trusts hereby declared, 
 or in betterments or improvements in some other way for the bene¬ 
 fit of the mortgaged premises to the satisfaction of the Trustee. 
 When such released premises shall have been thrown out of use or 
 shall have ceased to be required by reason of changes in the line of 
 the railroad or changes of depot grounds, buildings or other accom¬ 
 modations, the substitutes therefor acquired by the Railroad Com¬ 
 pany ipso facto shall become and be subject to the lien of this In¬ 
 denture the same as though specifically mortgaged hereby, and as 
 a condition of such release such premises shall be conveyed to the 
 Trustee by appropriate deeds upon the trusts for the uses of this 
 Indenture. 
 
 In no event shall any purchaser or purchasers of any property 
 sold or disposed of under any provision of this article be required 
 to see to the application of the purchase money. 
 
 The certificate of the President or of a Vice-President of the 
 Railroad Company may be received by the Trustee as sufficient 
 evidence of any of the facts mentioned in this article, and shall be 
 full warrant to the Trustee for any action taken by it on the faith 
 thereof; but'the Trustee may in its discretion require such further 
 and additional evidence as to it may seem reasonable. 
 
33 
 
 Article io. 
 
 Whereas negotiations have been begun for the sale of the Utah 
 & Nevada Railway (hereinafter more particularly described) and 
 the property pertaining thereto, now therefore the Railroad Com¬ 
 pany may in its sole and uncontrolled discretion convey all that 
 line of railroad (formerly known as the Utah & Nevada Railway) 
 beginning at or near the city of Salt Lake in the county of Salt 
 Lake and State of Utah and extending in a general westerly and 
 southerly direction to a point called Terminus in the county of 
 Tooele and State of Utah, together with the branch extending from 
 Saltair Junction to Saltair on Great Salt Lake in the county of 
 Salt Lake and State of Utah, together with the rights, privileges, 
 franchises and immunities pertaining to the use, operation or enjoy¬ 
 ment thereof, also all stock, bonds and other evidences of the 
 indebtedness of or title to the same, and all legal or equitable 
 liens, claims and demands against said Utah & Nevada Railway 
 Company, together with the rents, issues, profits, tolls and other 
 benefits and advantages of or in any way growing out of said Utah 
 & Nevada Railway, and also all rolling stock and other personal 
 property pertaining to said Utah & Nevada Railway, or the use or 
 enjoyment thereof, free from the lien and operation of this Indent¬ 
 ure, to any corporation, person or persons, and for cash or on credit, 
 or for such other consideration as it may determine, it being under¬ 
 stood and agreed that all the proceeds received for any such convey¬ 
 ance shall, subject to the mortgage or deed of trust securing said 
 thirty-six million, five hundred thousand (36,500,000) dollars of 
 consolidated mortgage bonds aforesaid, become subject to this 
 Indenture to the same extent as if said conveyance had been made 
 prior to the execution of this Indenture and said proceeds had been 
 particularly described herein. Rut no purchaser of the property 
 conveyed under the provisions of this article shall be required to 
 see to the application of the purchase money or other proceeds 
 received for any such conveyance. 
 
J 
 
 34 
 
 Article ii. 
 
 The Railroad Company covenants that it will from time to time 
 pay and discharge all taxes, assessments and governmental charges 
 lawfully imposed upon the lines of railroad and other premises hereby 
 mortgaged, or upon any part thereof, or upon the income and profits 
 thereof, the lien of which will be prior to the lien hereof, so that the 
 priority of this Indenture shall be fully preserved. And that it will 
 not create or suffer to be hereafter created any mechanics’, laborers’ 
 or other lien or charge whatsoever upon the mortgaged premises or 
 any part thereof, which would be prior to the lien of these presents. 
 Upon default in paying any such taxes, assessments, liens or other 
 charges, the Trustee may in its discretion, without impairment of or 
 prejudice to any other of its rights under this Indenture by reason of 
 such default, itself take up or pay the same and have a lien upon the 
 mortgaged premises for its advances for that purpose, with interest. 
 
 The Railroad Company covenants that it will execute and deliver 
 any and all such further assurances or conveyances as the Trustee 
 may reasonably direct or require for the purpose of better assuring, 
 conveying and confirming unto the Trustee all and singular the 
 hereditaments and premises, estates and property hereby conveyed 
 or intended so to be, or as the Trustee shall reasonably require for 
 better effectuating and carrying out the provisions, objects and pur¬ 
 poses of this Indenture, and for securing payment of the principal 
 and interest of the bonds intended to be hereby secured. 
 
 Article 12. 
 
 Any request in writing or other instrument required by this In¬ 
 denture to be signed and executed by bondholders may be in any 
 number of concurrent instruments of similar tenor and date, and 
 may be signed or executed by such bondholders in person or by 
 attorney in fact. Proof of the execution of any such request or 
 other instrument, and of the holding by any person of any of said 
 bonds, shall (unless otherwise herein expressly provided) be sufficient 
 for any purpose of this Indenture, if made in the following manner: 
 
35 
 
 The fact and date of the execution by any person of any such 
 
 request or other instrument may be proved by the certificate of any 
 
 notary public, or other officer authorized to take acknowledgments 
 
 of deeds to be recorded in Massachusetts, including any United 
 
 States consul, or vice or deputy consul, that the person signing such 
 
 request or other instrument acknowledged to him the execution 
 
 thereof, or by an affidavit of a witness of such execution. 
 
 • • 
 
 The amounts and issue numbers of bonds held by any person 
 executing any such request or other instrument as the holder of 
 bonds, and the date of his holding the same, may be proved by a 
 certificate in writing executed by any trust company, bank, bankers 
 or other depositary (wherever situated) whose certificate shall be 
 deemed by the Trustee to be satisfactory, showing that such person 
 had on deposit with such depositary the bonds described in such 
 certificate at the date therein mentioned. The ownership of regis¬ 
 tered coupon bonds shall be proved by the registers of such bonds 
 as provided in Article 2 hereof. Such proof shall be conclusive in 
 favor of the Trustee with regard to any action taken by it under 
 such request or other instrument. 
 
 Article 13. 
 
 Until default shall be made in the due and punctual payment of 
 some principal or some interest of the bonds hereby secured as and 
 when the same shall be due and payable ; or until default shall be 
 made in the performance or observance by the Railroad Company of 
 some covenant or condition of this Indenture, and such default shall 
 have continued for the period of six months after the Trustee shall 
 have made written demand upon the Railroad Company for the per¬ 
 formance of such covenant or condition ; or until a receiver shall 
 have been appointed,— the Railroad Company, its successors or 
 assigns, shall be entitled to retain actual possession of all and every 
 the premises hereby mortgaged and to exercise the rights and fran¬ 
 chises appertaining thereto ; and to receive the earnings, income, 
 rents, issues and profits thereof, and to manage, operate, collect, 
 receive, use and enjoy the same. 
 
36 
 
 
 Article 14. 
 
 If the Railroad Company shall well and truly pay or cause to be 
 paid to the holders of the said mortgaged bonds, intended to be 
 secured hereby, and every of them, the principal sums of money 
 therein mentioned, according to the true intent and meaning thereof, 
 with interest thereon, at the times and in the manner herein pro¬ 
 vided, and according to the true intent and meaning of these 
 presents, and until such payment shall well and truly perform all 
 covenants on its part to be performed at the times and in the man¬ 
 ner herein* provided, then and from thenceforth this instrument and 
 the estate hereby granted shall cease and determine and be utterly 
 void, and the right and title to the premises and property hereby 
 conveyed shall revert to and revest in said party of the first part, its 
 successors and assigns, without any acknowledgment of satisfaction, 
 reconveyance, re-entry, or other acts. 
 
 Article 15. 
 
 The Trustee shall, at any time during the continuance of this In¬ 
 denture and the life of the bonds secured hereby, at the request in 
 writing of the holders of one-fifth part of said bonds at the-time out¬ 
 standing, call a meeting of all of the holders of said bonds. Any 
 meeting called pursuant to such request, and all meetings of the 
 bondholders hereunder called by the Trustee of its own motion in 
 obedience to any of the provisions of these presents, shall be con¬ 
 vened at such time as the Trustee shall think reasonable, by pub¬ 
 lishing in one or more newspapers in each of the cities of New York 
 and Boston, not less than fourteen, nor more than twenty-one, days 
 before the holding of any such meeting, and on the five secular days 
 succeeding the day of such first publication, a notice to the holders 
 of the said bonds specifying the place, the day and the hour of such 
 meeting, and that such meeting will be held in pursuance of the pro¬ 
 visions of this Indenture or at the request of a certain number of the 
 bondholders hereunder, as the case may be. And such meeting 
 
37 
 
 may be adjourned from time to time, and the Trustee shall give such 
 notice (if any) of any such adjourned meeting as it shall think 
 reasonable in the circumstances. And at any such meeting every 
 holder of any of the said bonds secured hereby shall be entitled to 
 one vote for every five hundred (500) dollars par value of bonds so 
 held by him, which vote may be given either in person or by proxy 
 duly appointed in writing, and under such restrictions and upon fur¬ 
 nishing such proof of ownership as is mentioned, set forth and at 
 length provided for in Article 12 of this Indenture. And a certifi¬ 
 cate of a committee or association representing holders of bonds 
 hereunder shall likewise be accepted by the Trustee and treated 
 as prescribed by the provisions of said Article 12 hereof, and a 
 statement contained in any such certificate that the holders of the 
 bonds represented by such committee or association desire to vote in 
 the manner in such certificate specified on any question before such 
 meeting shall be conclusive, and the votes of all of such bond¬ 
 holders shall thereupon be counted as having been cast in the 
 manner directed in such certificate. And in all questions and con¬ 
 troversies concerning any of the proceedings at such meeting a 
 certificate signed or purporting to be signed by the Chairman and 
 Clerk of any such meeting shall be evidence of the matters stated in 
 such certificate relating to such proceedings. And any person act¬ 
 ing on the faith of any certificate made by such Chairman or Clerk 
 shall not be bound to ascertain or make any inquiry as to any of the 
 said matters therein stated. 
 
 Article 16. 
 
 The Trustee shall not be required to take any step in the execu¬ 
 tion of the trusts hereby created, or in the enforcement of its 
 rights and powers hereunder, if in its opinion such action will be 
 likely to involve it in expense or liability, unless one or more of 
 said bondholders shall, as often as required by the Trustee, give 
 it reasonable indemnity against the same, anything herein con¬ 
 tained to the contrary notwithstanding; and the Trustee and its 
 agents, attorneys and counsel shall be entitled to a reasonable com- 
 
) 
 
 38 
 
 pensation for all services rendered in connection with the trust 
 hereby created or in pursuance of the provision of this Indenture. 
 The Railroad Company agrees to pay to the Trustee such compen¬ 
 sation, and also all expenses reasonably incurred by the Trustee 
 hereunder; and the Trustee shall have a lien therefor upon the mort¬ 
 gaged property and the proceeds thereof. 
 
 It is further understood and agreed that the Trustee shall not 
 be required to take notice or be deemed to have notice of any de¬ 
 fault of the Railroad Company, either in the payment of any inter¬ 
 est or principal of any of the bonds secured hereby or in the 
 performance of, or compliance with, any covenant or condition of 
 this Indenture, unless the Trustee shall have been specifically notified 
 in writing of such default. The Trustee shall not be required to see 
 to the filing or recording of this Indenture ; but the Railroad Com¬ 
 pany covenants that it will cause the same to be duly recorded as a 
 mortgage of real estate. 
 
 That the representations in this mortgage and in the bonds 
 secured hereby are those of the Railroad Company and in no sense 
 those of the Trustee, who shall be under no responsibility therefor. 
 
 That no Trustee hereunder shall in any event have any duty or 
 responsibility as to the validity hereof, or security hereby afforded, 
 nor as to the execution, acknowledgment, recording or renewal 
 hereof. 
 
 It is further understood and agreed by and between the parties 
 hereto that the Trustee shall not be answerable for any default or 
 miscarriage of any agent or attorney by it appointed hereunder, if 
 such agent was selected with reasonable care, nor for any error or 
 mistake of judgment made by it in good faith, but shall only be 
 liable for its own wilful misconduct or gross negligence in the exe¬ 
 cution of said trusts. 
 
 It is further understood and agreed that the Trustee shall be 
 under no obligation to seek, or to institute proceedings to procure, 
 the delivery to it of any bonds, certificates of stock or other secu¬ 
 rities which the Railroad Company has hereby assigned or agreed to 
 assign to the Trustee hereunder; nor shall the Trustee be under 
 any obligation to give notice of this mortgage to the maker of any 
 chose in action, or party liable, upon any claim hereby mortgaged or 
 assigned. 
 
39 
 
 The Trustee or any Trustee hereafter appointed hereunder may 
 resign, and thereby become discharged from the trusts hereby cre¬ 
 ated, by notice in writing to be given to the Railroad Company, and 
 published one or more times in two newspapers, one in the city of 
 Boston and one in the city of New York, at least two months before 
 such resignation shall take effect; but such resignation shall take 
 effect immediately upon the appointment of a new Trustee here¬ 
 under, if such new Trustee shall be appointed before the time 
 limited by such notice. 
 
 In case at any time hereafter the said Trustee or any Trustee 
 hereafter appointed shall resign, be removed, be dissolved or other¬ 
 wise become incapable of acting, a successor may be appointed by 
 the holders of a majority in amount of the bonds secured hereby 
 then outstanding, by an instrument or concurrent instruments 
 signed by said bondholders or their attorneys in fact duly author¬ 
 ized ; provided, nevertheless, and it is hereby agreed and declared, 
 that in case there shall at any time be a vacancy in the office of 
 Trustee hereunder the Railroad Company may, by an instrument 
 executed by order of its Board of Directors, appoint a Trustee to 
 act until a new Trustee shall be appointed by the bondholders, but 
 any new Trustee appointed by the bondholders shall immediately 
 and without further act supersede any Trustee appointed by the 
 Railroad Company. 
 
 Any new Trustee so appointed hereunder shall execute, acknowl¬ 
 edge and deliver to the Trustee last in office an instrument accept¬ 
 ing such appointment hereunder, and thereupon such new Trustee 
 shall become vested with all the property, rights, duties and trusts 
 of a Trustee hereunder, with like effect as if named as Trustee 
 herein, and without any further act, deed or conveyance; but the 
 Trustee ceasing to act shall, nevertheless, on the written request 
 of the new Trustee, execute an instrument transferring to such new 
 Trustee upon the trust herein expressed all the property, privileges 
 and rights hereunder of the Trustee so resigning or removed. The 
 old Trustee shall thereupon be discharged from further liability 
 hereunder. 
 
 It is understood and agreed that the word “Trustee,” as used in 
 this instrument, shall be held and construed to mean the party of 
 
the second part or its successor or successors for the time being in 
 the trust hereby created. 
 
 Article 17. 
 
 The Trustee, party of the second part hereto, hereby accepts the 
 trusts in this Indenture declared and provided. 
 
 In witness whereof the Oregon Short Line Railroad Com¬ 
 pany and the Old Colony Trust Company have caused 
 these presents to be signed on their behalf by their 
 respective Presidents or Vice-Presidents, and their cor¬ 
 porate seals to be hereto affixed, attested by their re¬ 
 spective Secretaries or Assistant Secretaries, the day and 
 year first above written. 
 
 Oregon Short Line Railroad Company. 
 
 Attest 
 
 By (signed) SAMUEL CARR, 
 
 President. 
 
 (Signed) T. K. CUMMINS, Jr., 
 
 [Seal of O. S. L. R. Co.] 
 
 Secretary. 
 
 Old Colony Trust Company. 
 
 By (signed) GORDON ABBOTT, 
 
 Vice-President. 
 
 Attest 
 
 (Signed) E. A. PHIPPEN, 
 
 Secretary. 
 
 [Seal of O. C. T. Co.] 
 
 In presence of 
 
 (Signed) HENRY G. NICHOLS. 
 (Signed) CHAS. HALL ADAMS. 
 
4i 
 
 State of Massachusetts, 
 
 County of Suffolk, 
 
 This certifies that on the ninth day of March in the year 1897, 
 before me, the undersigned, a notary public in and for the said 
 County and State, and a commissioner for the States of Utah, 
 Montana, Idaho, Wyoming and Oregon, residing in Massachu¬ 
 setts, personally appeared Samuel Carr, President, and T. K. 
 Cummins, Jr., Secretary of the Oregon Short Line Railroad 
 Company, a corporation organized under the laws of the State of 
 Utah, to me known to be the identical persons who as such presi¬ 
 dent and secretary executed and attested the foregoing instrument, 
 and personally known to me to be the president and secretary re¬ 
 spectively of said corporation, and severally acknowledged to me that 
 he, the said Samuel Carr as president, and he, the said T. K. Cum¬ 
 mins, Jr., as secretary of the said corporation, executed the same 
 for and on behalf of and as the act and deed of said corporation, 
 for the uses and purposes therein set forth and that the same is 
 their voluntary act and deed as such. And the said Cummins, 
 being by me duly sworn, on his oath said that he is the secretary 
 of said corporation, is acquainted with, is the custodian of, and has 
 in his possession the corporate seal of said corporation, that the seal 
 hereinbefore affixed is the corporate seal of said corporation, and 
 was affixed by him as such secretary by order of the board of 
 directors of such corporation, and that he signed his name thereto 
 by like authority of said directors. 
 
 In witness whereof I have hereunto set my hand and official 
 seal the day and year in this certificate first above written. 
 
 (Signed) CHAS. HALL ADAMS, 
 
 Notary Public , also Commissioner of the States of Utah , 
 Montana , Idaho , Wyoming, and Oregon. 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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