H E Z79I V4A24 1886 ro LD THE VERDIGRIS VALLEY. INDEPENDENCE AND WESTERN RAILROAD COMPANY TO AMERICAN LOAN AND TRUST COMPANY, Trustee. FIRST MORTGAGE, Issue Limited to $10,000 per Mile of Completed Road. BURGOVNE'S "Quick" Print, 146-150 Centre St., X. V. made this first day of February, in the year one thousand eight hundred and eighty-six, BETWEEN THE VERDIGRIS VALLEY, INDEPENDENCE AND WESTERN RAILROAD COMPANY, a corporation organized under the laws of the State of Kansas (hereinafter, for convenience, called the Railroad Company), and THE AMERICAN LOAN AND TRUST COMPANY, a corporation cre- ated by the laws of the State of New York (hereinafter, for convenience, called the Trust Company or the Trustee). MUtttessetft : That WHEREAS, said Railroad Company is authorized by law to construct, maintain and operate a railroad of standard gauge from Leroy, in said State of Kansas, to or near Yates Centre, and to or near Neodosha, and to or near Independence, and to or near Sedan, and to or near Arkansas City, and to Deep Hole, and through the Counties of Wood- son, Wilson, Montgomery, Chautauqua, Crowley, Sumner, Harper. Barbour, Comanche and Ford, all in said State of Kansas ; and WHEREAS, said Railroad Company, by its Board of Directors, has duly resolved to borrow money not to exceed ten thousand dollars per mile of its said lailroad, and to issue and dispose of its coupon bonds for the amount so borrowed, such bonds to be numbered consecutively from one upwards, and to be of the denomination of one thousand dollars each, payable on the first day of March, in the year nineteen hundred and twenty-six, in gold coin of the United States of the present standard weight and fineness, at the office of said Trust Company, or other fiscal agency of said Railroad Company, in the City of New York, said bonds to draw interest at the rate of five per centum per annum, payable semi- annually, in like coin, at the office of said Trust Company, upon the presentation and surrender of the proper interest coupons ; and, for the purpose of securing the payment of the principal and inter- est of said bonds, has resolved to mortgage to said Trust Company, as M114721 Trustee, all the corporate property and franchises now owned, or which ; m^y: be5 liereaftet acquired by said Railroad Company ; and has also resolved that such bonds and mortgage shall be in such form and shall contain such usual provisions, covenants and conditions as may be adopted and approved by the President of said Railroad Company, and that the same shall be executed by the said President under his signature and the corporate seal of said Railroad Company, attested by the signature of its Secretary ; and has also resolved that none of said bonds shall be issued or be valid for any purpose until certified by said Trust Company to have been issued pursuant to the provisions of this mortgage ; and that none of said bonds shall be so certified until at least five miles of said railroad shall have been so far completed as to be in suitable condition for the running of trains thereon, when said bonds may be certified and issued to the amount of ten thousand dollars per mile for each and every mile so completed ; and that there- after, from time to time, as additional portions of said railroad shall be so completed, further amounts of said bonds, at the rate of ten thou- sand dollars for each additional mile so completed, may be certified and issued ; and so on until the whole of said railroad shall have been so completed and all the bonds so authorized shall have been certified and issued ; provided, always, that the aggregate amount of bonds so certified and issued shall at no time exceed ten thousand dollars per mile of completed railroad owned by said Railroad Company, not in- cluding switches, turnouts or sidings ; and, WHEREAS, the said Railroad Company and its President have adopted and approved the following form for said bonds, and for the coupons thereto annexed, and for the Trustee's certificate to be en- dorsed thereon, to wit : 3 (FORM OF BOND.) si, ooo. UNITED STATES OF AMERICA, STATE OF KANSAS. THE VERDIGRIS VALLEY, INDEPENDENCE AND WESTERN RAILR OAD COMPANY. FIRST MORTGAGE GOLD BOND. KNOW ALL MEN BY THESE PRESENTS, that the Verdigris Valley, Independence and Western Railroad Company is justly indebted to the American Loan and Trust Company of New York, or bearer, in the sum of one thousand dollars, which it promises to pay in gold coin of the L'nited States of the present standard of weight and fineness, at the office of said American Loan and Trust Company, or other fiscal agency of said Railroad Company, in the City of New York, on the first day of March, in the year of our Lord nineteen hundred and twenty-six, with interest at the rate of five per centum per annum, pay- able semi-annually, on the first days of March and September in each year, in like gold coin, upon the presentation and surrender, at the office of said American Loan and Trust Company, of the proper interest war- rants or coupons issued herewith, the first of which will become pay- able September first, 1886. This bond is one of a series numbered consecutively from one up- wards, all of the same tenor and date, the whole issue of which is strictly limited to ten thousand dollars per mile of railway owned by said Railroad Company, and actually completed and in suitable condi- tion for the running of trains thereon ; the payment of the principal and interest of which bonds is secured by a first mortgage or deed of trust of all the corporate property and franchises now owned or possessed, or which may hereafter be acquired, by said Railroad Company, made to the said American Loan and Trust Company, as Trustee, which mort- gage or deed of trust has been duly executed, delivered and recorded, and which provides, among other things, that none of said bonds shall be valid for any purpose until duly certified by said Trustee to have been issued pursuant to the provisions of said mortgage; that the amount of bonds so certified shall at no time exceed the rate of ten thousand dollars per mile of completed railway owned by said Railroad Company ; and that if default shall continue for the period of six months after actual demand duly made for the payment of such interest, then the principal of all of said bonds shall, at the option of said Trustee (subject to the control of the holders of a majority of said bonds, as in said mortgage provided) become and be immediately due and payable, anything in said bonds or in said mortgage to the contrary in any wise notwithstanding. IN WITNESS WHEREOF, the Verdigris Valley, Independence and Western Railroad Company has caused its corporate seal to be hereto affixed and this bond to be signed by its President and attested by its Secretary, and the coupons thereto attached to be attested by the en- graved signature of its Treasurer this first day of February, Anno Domini 1886. THE VERDIGRIS VALLEY, INDEPENDENCE AND WESTERN RAILROAD COMPANY By President. Attest : Secretary. (COUPON. ) $25. $25. The Verdigris Valley, Independence and Western Railroad Com- pany will pay to bearer, at the office of the American Loan and Trust Company, in the City of New York, twenty-five dollars, gold coin, for six months' interest, due ist, 18 , on its First Mortgage Bond No. Treasurer. 5 (TRUSTEE'S CERTIFICATE. ) The American Loan and Trust Company hereby certifies that the within bond is one of the series therein mentioned, and that the same is duly issued pursuant to the provisions of the mortgage therein men- tioned, which mortgage has been duly executed and delivered to this Trustee and filed for record according to law. AMERICAN LOAN AND TRUST COMPANY, Trustee, By President. AND, WHEREAS, the President of said Railroad Company and the said Company have also adopted and approved the form of this present indenture, and all the provisions, covenants and conditions therein contained : r in consideration of the premises, and of the sum of one dollar to it in hand paid by the said Trust Company, the receipt whereof is hereby acknowledged, and for the purpose of more effectually securing the payment of the principal and interest of all of said bonds, according to the true intent and meaning thereof, the said The Verdigris Valley, Independence and Western Railroad Company by these presents doth grant, bargain, sell, alien, remise, release, con- vey, confirm, assign, transfer and set over to the said American Loan and Trust Company, its successors and assigns forever, Jt-Xl the corporate property, real, personal and mixed, now owned or which may hereafter be acquired by the said Railroad Company, including all its railroad now in process of construction or about to be constructed in the State of Kansas, as the same now is or hereafter may be located, and all the lands acquired and used, or which may hereafter be acquired and used, for said railroad, or for any purpose in connection with the construction, maintenance or operation thereof, and all rights of way, road-beds, tracks, bridges, viaducts, culverts, switches, turnouts, sid- ings, turn-tables, fences, depots, station-houses, station-grounds, yards, freight-houses, warehouses, engine-houses, car-houses, fuel-houses, sheds, machine shops and other shops, water-tanks and all other struc- 6 tures; erections and fixtures of every sort appurtenant to said railroad or any portion thereof; ALSO all rolling stock and equipments of every description, including locomotives and their appurtenances, pas- senger and freight cars, sleeping cars, coal-cars, cattle-cars and all trucks and vehicles of every character owned or possessed, or which may hereafter be acquired by said Railroad Company, and designed for use, or capable of being used, upon the railway of said Railroad Company ; ALSO all tools, implements and machinery, instruments, furniture, safes, books, accounts, maps, field-notes, surveys and charts belonging, or which may belong, to said Railroad Company and used, or intended to be used, or capable of being used, in connection with the construc- tion, completion, equipment or operation of said railroad; ALSO all materials and supplies of every character owned and possessed or hereafter acquired by said Railroad Company designed to be used, or capable of being used, in the construction, completion, equipment, use or operation of the said railroad or any portion thereof. TOGETHER with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining, and the rents, freights, tolls, issues, income and profits thereof, and of every portion thereof; and ALSO all the corporate and other franchises, privileges, rights, lib- erties and immunities of every sort now owned, possessed or enjoyed, or which may hereafter be acquired, owned, possessed or enjoyed, by said Railroad Company ; To HAVE AND TO HOLD the same and every part and parcel thereof, with the appurtenances, unto the said Trust Com- pany, its successors and assigns forever, UPON TRUST, nevertheless, for the equal pro rata security, protection, benefit and behoof of all parties who may be or become the holders of any of the above-mentioned bonds, SUBJECT, however, to the following provisions, covenants and conditions which are hereby expressly adopted, approved and assented to by both parties to these presents, to wit : ARTICLE FIRST. None of the bonds intended to be secured hereby shall be valid for any purpose until certified and issued as follows : Upon the completion of at least five miles of said railroad, exclusive of switches, turnouts and sidings, said Railroad Company may submit to said Trust Company the certificate of its Chief Engineer showing how many miles have been completed, and the points from and to which the completed portion extends, and certifying that the same is in suitable condition for the running of trains thereon, and may thereupon make requisition in writing for an issue of bonds hereunder ; and said Trust Company, upon being satisfied of the truth of the statement contained in said certificate, shall certify and issue ten of said bonds (commencing with the bond numbered one and following the numbers consecutively) for each mile of said railroad so completed ; and thereafter, as often as five or more additional miles of said railroad shall be so completed and certified, and upon like requisition, said Trust Company upon being satis- fied as aforesaid, shall certify and issue additional portions of said bonds, and so on until the whole of said railroad shall have been so completed and all of said bonds shall have been issued; PROVIDED, ALWAYS, that the bonds so issued shall at no time exceed the rate of ten bonds per mile of completed railroad owned by said Railroad Company, ex- clusive of switches, turnouts and sidings. Before making requisition for any of said bonds the said Railroad Company shall certify to said Trust Company the full name of its Chief Engineer; and as often as any change shall occur in the office of Chief Engineer, the fact of such change, and the full name of the new in- cumbent, shall be so certified ; and said Trust Company may accept the certificate of any person so certified to be the Chief Engineer of said Railroad Company as conclusive proof of the facts therein stated, and shall not be bound to verify the same, nor incur any liability because of any over-issue of bonds caused by any error in any such certificates, unless chargeable with actual notice of such error. Every such certifi- cate shall correctly state the whole number of miles of said railroad at the date thereof so completed, and the terminal points of the completed portion. ARTICLE SECOND. Until default be made in the payment of some portion of the principal or interest of said bonds, or in respect to some- thing else by these presents required to be done, observed or performed by said Railroad Company, said Railroad Company, its successors and assigns, shall retain the possession of and continue to operate and con- trol its said railroad, and to enjoy all the rights, liberties and franchises hereby mortgaged, and may take, collect, receive and use the earnings, 8 tolls, freights, rents, issues, income and profits thereof in any manner not inconsistent with the purpose of these presents, and which shall not impair the value of said mortgaged property, nor tend to lessen the security intended to be provided hereby. And if, at any time, said Railroad Company shall deem it expedient to alter any portion of the route of its said railroad, or to change the position, or discontinue the use, of any yard, depot, station or any other structure belonging thereto, by reason whereof any real estate thereto- fore occupied as road-bed, or as a site for, or used in connection with, any such yard, depot, station or other structure, shall be deemed no longer needful for such purpose, or for any use essential to the success- ful or convenient operation of said railroad or its appurtenances, or if any lands used or designed to be used as a source of supply of, or place of deposit for, materials of any character to be used in the construction, equipment or operation* of said railroad shall be deemed by said Rail- road Company to be no longer needful or available for such purpose, or for any purpose essential or advantageous to said Railroad Company, any such land and its appurtenances may, with the consent of the Trustee, be sold or otherwise disposed of by said Railroad Company, and may be released or otherwise discharged by the Trustee from the lien hereof; and any portion of the rolling stock, equipment, machinery, tools, implements or other personal property of said Railroad Company, which may be or become so far worn out, damaged or superseded by other property of like character, as to be no longer needful or convenient for the successful operation of said railroad or its appurtenances, may, with the like consent, be sold or otherwise disposed of, and in like manner released or otherwise discharged; Provided, however, that all land and all other property, real and personal, acquired in lieu of, or substituted for, any so sold or otherwise disposed of, shall, ipso facto, become and be subject to the lien hereby created, or intended so to be, as fully and with the same effect as if now owned by said Railroad Company and expressly described and identified herein. ARTICLE THIRD. The said Railroad Company does hereby, for itself, its successors and assigns, covenant and agree to pay to the several holders of said bonds the principal sums mentioned therein and the interest thereon, according to the true intent and meaning of said 9 bonds and of the coupons thereto attached ; and also to pay and dis- charge, or cause to be paid and discharged, all taxes, assessments, rates and other charges of every sort which may be levied, assessed or laid by any lawful authority upon any portion of the hereby mortgaged property or franchises, within six months after the same shall have be- come payable ; and to do all things which may be necessary to preserve intact, and to continue the priority of the lien created, or intended to be created, by these presents, upon all the property, both real and personal, and all the franchises, liberties, rights and privileges hereby mortgaged or intended so to be, over every other lien or encumbrance thereon ; and that if it, the said Railroad Company, its successors or assigns, shall at any time make any lease, sale or other disposition of its railroad, or any contract respecting the operation thereof, the same shall, in express terms, be made subject to these presents, and to all the stipulations, covenants and agreements on the part of said railroad company, its successors and assigns, herein contained. ARTICLE FOURTH. If the principal and interest of a\\ of said bonds shall be promptly paid in full, when due, according to the terms of said bonds and the coupons thereto attached, then and from thenceforth as well these presents and all the estate, right, title and interest hereby granted, as said bonds, shall become and be void, anything herein or in said bonds to the contrary notwithstanding; and thereupon the trustee, upon receiving all reimbursement and compensation to which it may be entitled, if any, and upon being satisfied that such payment has been made, shall execute and deliver such acknowledgment of satisfaction or such other deed of release or reconveyance as may be needful to dis- charge all the property, franchises, rights, liberties and immunities covered by this mortgage from the lien thereof. ARTICLE FIFTH. But if default be made in the payment of any por- tion of said principal or interest when due, and if any such default shall continue for the period of six months after demand of payment duly made, or if default be made in the performance of any other promise, stipulation, covenant or agreement on the part of said Rail- road Company herein contained, and if such default be continued for the period of six months after demand by the Trustee for the perform- 10 ance of such promise, stipulation, covenant or agreement, and if such default of payment or performance be not waived as hereinafter pro- vided, then, and in either of said cases, after the expiration of said period of six months, the Trustee, upon the request of the holder or holders of any of said bonds, may, and, upon the written request of the holders of one-fourth in amount of all of said bonds then outstanding, accompanied by indemnity as hereinafter provided, shall, enter into and upon, and take possession, management and control of all the property and appurtenances of every nature, and all franchises, liberties, rights and privileges covered by these presents, or intended so to be ; and shall have, hold, use and enjoy the same and every part thereof as fully as said Railroad Company, its successors or assigns, could do if lawfully in possession thereof ; and by its own managers, superintend- ents, and other attorneys, agents or servants, may operate said railroad, and conduct the business and exercise the franchises thereof, and may make all needful repairs, alterations and additions therein and thereto, and replacements thereof; and may take, collect and receive all the earnings, fares, tolls, freights, rents, issues and income thereof; and may apply so much of the moneys derived therefrom as may be need- ful to the payment of the expenses of taking possession of operating and maintaining said railroad, and of conducting the business thereof, and all legal expenses incurred in connection therewith, and to the pay- ment of the costs of all repairs, alterations, additions and replacements made as aforesaid, and to the payment and discharge of any taxes, as- sessments and other charges on any of said property which may be or become entitled to priority over the lien of this mortgage ; and after deducting all payments so made, and reasonable compensation for its own services, shall apply the residue of the moneys arising as aforesaid to the payment and discharge of the obligations of said Railroad Com- pany in respect to which default shall have been made as aforesaid, ratably and without preference or priority among the holders of such obligations. IF the default by reason whereof possession shall have been taken as aforesaid shall be other than in payment of the principal of any of said bonds, and if the residue of the moneys coming to the hands of the Trus- tee as aforesaid shall suffice to discharge the obligations in respect of which such default shall have been made, and if the option, herein- 11 after provided for, to declare the principal of said bonds due, shall not have been exercised, or if the exercise thereof shall have been revoked and annulled as hereinafter provided, then the Trustee, after the dis- charge of all such defaulted obligations, shall restore the possession, management and control of all of said mortgaged property, in the con- dition in which the same shall then be, to said Railroad Company, its suc- cessors or assigns, subject', however, to all the provisions, covenants and conditions hereof, which shall thenceforth have the same force and effect as if no default had occurred. ARTICLE SIXTH. If any default be made and continued for six months as in the last preceding article specified, then the principal of all of said bonds, although not yet due by the terms thereof, shall, at the option of the Trustee, become and be immediately due and payable, anything in said bonds or herein contained to the contrary notwithstanding ; provided \ however, that such option shall be exercised only at the request of the holder or holders of at least one-fourth of all of said bonds then out- standing, and provided also, that the holder or holders of a majority of said bonds then outstanding may by an instrument in writing signed by him or them, instruct and require the Trustee to waive, or defer the ex- ercise of such option, on such terms and conditions as the holder or holders of such majority may deem proper; or may reverse or annul the election of the Trustee, if already exercised. But the exercise of the power so to control said option shall not in any manner affect the right to exercise said option upon any subsequent default ; nor shall such power of control extend to more than three consecutive defaults, if the holder or holders of one-fourth of said bonds then outstanding, hav- ing furnished indemnity as hereinafter provided, shall require the Trustee to exercise said option, and to proceed to foreclose this mortgage. ARTICLE SEVENTH. If any default is made and continued as in the fifth article specified, and if such default be not waived as hereinafter provi- ded, the Trustee, upon the request of the holder or holders of any of said tonds may, and upon the written request of the holder or holders of at least one-fourth of said bonds then outstanding, accompanied by indem- nity as hereinafter provided, shall, after entry as aforesaid, or without -entry, proceed to foreclose this mortgage and to enforce the rights of 12 the bondholders thereunder, either by the advertisement and sale of the mortgaged property and franchises as an entirety, at such time and place and upon such notice as may be required by the laws of the State of Kansas in that behalf enacted, or, if there be then no laws of said State of binding and controlling force in the premises, then by sale at public auction either at the City of Independence, in the State of Kan- sas, or at the City of New York, notice of the time and place of sale having first been given by the publication thereof at least once in each week for three consecutive months immediately prior to the time ap- pointed for the sale, in some newspaper of general circulation published at Independence, in the State of Kansas, and in some newspaper of general circulation published in the City of New York; or such foreclo- sure and the enforcement of the rights of the bondholders may, at the option of the Trustee, be by suitable judicial proceedings in any Court of law or equity having jurisdiction in the premises, in which event the sale shall be at such place and upon such notice as the judgment or de- cree of such Court may prescribe ; and the Trustee may adjourn any such sale from time to time, upon such notice as it may deem proper, or as may be prescribed by law or by any such judgment or decree, and may make and deliver to the purchaser or purchasers at such sale a good and sufficient grant, conveyance and transfer of all the property, franchises, rights and liberties sold ; and the sale so made and the grant, conveyance and transfer made in pursuance thereof shall be a perpetual bar, both at law and in equity, against the said Railroad Company, its successors or assigns, and against all persons claiming or to claim said property or franchises, or any portion thereof, through, from or under it or them. The purchaser or purchasers at any sale made under the power hereby conferred, or under judicial authority exercised in the enforce- ment hereof, shall be entitled to use and apply in making payment, any of the bonds or due coupons hereby secured, reckoning and computing the same at a sum equal to the share of the proceeds of such sale which would be payable to such purchaser or purchasers, as the holder or holders of said bonds or coupons, if the sale were made wholly for cash. The purchaser or purchasers, having complied with the terms of sale, and being in possession of the receipt of the Trustee for the purchase money, shall not be answerable for any loss, misapplication or 13 non-application of the purchase money or any part thereof by the Trustee, nor be under any obligation to inquire into the necessity, expediency or authority of or for such sale. At any such sale the Trustee, if requested so to do by the holder or holders of a majority of said bonds, may bid for and purchase, or cause to be bidden for and purchased, the said mortgaged property and franchises, as an entirety, for and on behalf of the holders of all of said bonds then outstanding, according to their respective holdings thereof, at a price not exceeding the aggregate amount unpaid upon said bonds so outstanding and the accrued interest thereon, and the expenses of the sale and all expenses preliminary or incident thereto ; and in that event the several holders of said bonds shall become and be entitled to an interest in the property and franchises so purchased proportionate to the sums due them respectively as the holders of said bonds, and shall contribute in like proportions to the said expenses. In the event of the reorganization of said Railroad Company in the interest of the holders of said bonds, after the foreclosure of this mortgage, or of the organization of another company, in their interest, to purchase, hold, own and operate said railroad, the Trustee shall, so far as it may be able, co-operate in, assist and further such reorganization, or such organization of another corporation. ARTICLE EIGHTH. The rights of entry and sale hereinbefore granted are cumulative and additional to all other remedies allowed by law, and the same shall not be deemed or construed in any manner to deprive the Trustee, or the beneficiaries under this Trust, of any legal or equitable remedy by judicial proceedings consistent with the provisions of these presents, according to the true intent and meaning thereof, or that may be permitted by any Court of competent jurisdic- tion in the premises : Provided always, and it is hereby expressly declared and agreed, that no holder or holders of any of the bonds secured hereby shall have the right to institute any action or proceeding in equity or at law for the foreclosure of this mortgage, or to enforce the trusts thereof, or any other action, suit or proceeding hereunder, without having first given notice in writing to the Trustee of the occurrence and continuance of the default which may be supposed to warrant the desired suit, action or proceeding, and having requested 14 the Trustee, and having afforded it reasonable opportunity, to institute such action or proceeding in its own name, and for the benefit of all the holders of said bonds ; nor without having also offered the Trustee satisfactory security and indemnity as hereinafter provided ; and such notification, request and offer of indemnity shall be conditions precedent to any action, suit or proceeding, or right of action, on the part of any of the holders of said bonds to enforce their rights hereunder. ARTICLE NINTH. The rights resulting from the occurrence and continuance for six months of any default on the part of said Railroad Company hereinbefore specified may be waived by the holders of a majority of said bonds then outstanding, by an instrument in writing signed by them, upon such terms and conditions as may be assented to by them and embodied in such instrument ; and any such waiver shall be binding upon the holders of all of said bonds and upon the Trustee; and such rights may be so waived even after action taken or proceedings begun by reason of such default pursuant to any of the provisions of these presents; and in that event any such action or proceeding may be stayed, suspended or wholly discontinued, as the. holders of the majority of said bonds may determine; Provided^ however, that no such waiver shall extend to, or be taken to affect or impair, any right arising from any subsequent default ; and Provided also, that in no event shall such power of waiver be exercised in respect to more than three successive defaults, if the holder or holders of any of said bonds, having furnished indemnity as hereinafter provided, shall, in writing, require the Trustee to proceed to enforce their rights resulting from such repeated defaults ; and Provided further, that no action or proceeding which shall have been actually begun shall be so stayed, suspended or discontinued until all expenses incurred therein, and the reasonable compensation of the Trustee, shall have been paid or satisfactorily provided for, either by said Railroad Company or by the bondholders desiring to stay, suspend or discontinue such action or proceeding. ARTICLE TENTH. The said Railroad Company does hereby, for itself, its successors and assigns, irrevocably waive the benefit of any 15 extension, stay, valuation or appraisement laws of the State of Kansas, now existing or which may hereafter be enacted. ARTICLE ELEVENTH. The word " Trustee," when used in this instrument, shall for all purposes mean, include and describe the person or persons, or body 6r bodies corporate, who or which shall at any time be charged with the execution of the trusts herein and hereby created and expressed, whether the same be said Trust Company or its successor or successors. The Trustee may resign and be discharged of said trusts by giving notice in writing of its intention so to do to said Railroad Company, its successors or assigns, at least ninety days be- fore such resignation shall take effect, or such shorter notice as said Railroad Company, its successors or assigns, shall accept as sufficient. The Trustee may also be removed upon reasonable notice, at the request of the holders of a majority of said bonds ; and in the event of a vacancy in the trusteeship, however arising, a new trustee may be appointed in such manner as may be agreed upon by and between said Railroad Company and the holders of a majority of said bonds ; or, in the event of their failure to agree, by any Justice of the Supreme Court of the State of New York, upon application, made in the First Judicial District of said State, by said Railroad Company, or by the holders of a majority of said bonds, and upon such notice to the other party as such Justice may prescribe. ARTICLE TWELFTH. Said Railroad Company, its successors and assigns shall, from time to time, as often as thereunto requested by the Trustee, execute under its or their corporate seal or seals, acknowledge and deliver all such further deeds, assignments and assurances in the law for the better and more effectually conveying, assigning and assur- ing to the said Trustee and its successors upon the trusts and for the purposes hereinbefore expressed, all the property, estate, franchises, rights and liberties covered, or intended to be covered by, and em- braced in these presents, as by the said Trustee or its successors, or its or their counsel learned in the law, may be reasonably devised, advised or required. ARTICLE THIRTEENTH. The said Trust Company, for itself and its 16 successors, accepts the trusts created and assumes the duties imposed by this instrument, upon the following terms and conditions : 1. The Trustee may select and employ, in and about said trusts and duties, suitable agents and attorneys, whose reasonable compensa- tion shall be paid to said Trustee by said Railroad Company ; or, in default of such payment, shall be a charge upon the hereby mortgaged property and its proceeds, paramount to said bonds ; and the Trustee shall not be liable for any neglect, omission or other wrong-doing of any such agent or attorney, if reasonable care has been exercised in his selection ; nor shall it be otherwise answerable, save for its own willful negligence or default. 2. The Trustee shall not be bound to take any action hereunder unless thereto requested in writing by the holders of at least one-fourth of all of said bonds then outstanding, nor unless such request be ac- companied by satisfactory indemnity against all costs, expenses and liabilities incident to the desired action. 3. The Trustee shall not be bound to recognize any party as a holder of any of said bonds, nor to take any action at his request, unless his bonds are submitted to the Trustee for inspection ; nor then, if the ownership of any of said bonds be questioned, until the title thereto is satisfactorily established. 4. The Trustee shall not be bound to take any action beyond the proper recording of this instrument as a mortgage of real estate, for perfecting, perpetuating or keeping good the lien of these presents upon any portion of the hereby mortgaged property, real or personal, rights, liberties or franchises ; but said Railroad Company, its successors and assigns, shall, from time to time, do all things needful in that behalf. 5. The Trustee shall be entitled to reasonable compensation for its services, and to reimbursement of all expenses properly incurred therein, including the expenses of the proper prosecution or defense of any suit or proceeding instituted by or against it ; such compensation and ex- penses to be a first charge upon any fund which may come to the hands of the Trustee, or, if there be no such fund, then to be paid by said 17 Railroad Company, or by the party at whose instance such services shall have been performed or expenses incurred.