THE CONNELL PARK AND SPEEDWAY STREET RAILWAY COMPANY TO ■fnbenture of /Ibortgage Dated January 15th, 190I îTbie UnDenture, made the day of January, nine¬ teen hundred and one, by and between The: Conne:ll Park and Spe:e:dway Stre:e:t Railway Company, a corporation duly organized and existing under and by virtue of the Laws of the State of Pennsylvania, having a principal business office in the City of Scranton, County of Lackawanna and State of Pennsyl¬ vania, hereinafter called the " Company," party of the first part, and as Trustee, hereinafter called the Trustee," party of the second part, Witne:sse:th:— Whe:re:as, the Company is a corporation organized and ex¬ isting by virtue of the Laws of the State of Pennsylvania, for the purpose, among others, of constructing, maintaining and operating a street railway for public use in the conveyance of passengers by power other than by locomotive, with Articles of Association filed with the Secretary of the Commonwealth of Pennsylvania on the i6th day of April, A. D. 1900; And Whe:re:as, said Company is the owner of said street railway, including rights of way, franchises and other property, real, personal and mixed, with the necessary equipment for op¬ erating the same; And Whe:reas, said Company has become and is now in¬ debted to various persons, firms and corporations, and has in¬ curred and is about to incur further indebtedness to various persons, firms and corporations in the purchase of property, and has incurred and is about to incur obligations to equip said railway and to build, construct, enlarge and extend the same, and it has become necessary for said Company to issue its bonds and to secure the payment of the same by a mortgage or deed of trust, in the terms or form as hereinafter set forth, in order to procure the necessary money to liquidate its said indebtedness and obligations ; And WhKRe:as, the said Company, by its President and Directors, has full power and authority to borrow said moneys 2 and to make the said issue of bonds, and secure the same by a mortgage on said road and franchises as hereinafter set forth; And WhkrKas, said Company by resolution duly adopted by its Board of Directors and by its stockholders, at meetings duly and regularly called and held, has authorized the making and issuing of its negotiable bonds to the amount of One Hundred and Fifty Thousand Dollars ($150,000) in the aggregate, as are hereinafter more particularly described, all of said bonds to be sealed with the corporate seal of the Company, signed by its President or Vice-President, and fac-simile signature of the Treasurer upon the coupons to be sufficient, and with the cer¬ tificate of the Trustee hereunder endorsed thereon, each of said bonds, coupons and certificates to be substantially of the follow¬ ing tenor, that is to say: UNITED STATES OF AMERICA, Stat:^ or Pennsylvania. The Connell Park and Speedway Street Railway Company Five Per Cent. Thirty-Year First Mortgage Gold Bond. No $1,000. Know all men by these presents, that The Connell Park and Speedway Street Railway Company, a corporation organized and existing under and by virtue of the Laws of the State of Pennsylvania, for value received, hereby promises to pay to bearer or to the registered holder of this bond, if the same be registered, at the office of in the City of , the sum of One Thousand Dollars ($1,000) in gold coin of the United States of America of the present standard of weight and fineness, on the day of January, 1931, and to pay interest thereon semi-annually from the day of January, 1901, at the rate of five per cent (5%) per annum, payable in like gold coin, at the office of in the City of on the days of January and July in each year until the principal shall become due, upon the presentation and sur- 3 render of the proper coupon therefor if then hereto annexed as the same become due respectively. All payments upon this bond, both principal and interest, shall be made without deduction of any United States, State, County or Municipal tax or taxes, which the said The Connell Park and Speedway Street Railway Company, its successors or assigns, may be required to pay, deduct or retain therefrom under any present or future law, the said The Connell Park and Speedway Street Railway Company hereby agreeing to pay such tax or taxes. This bond is one of a series of one hundred and fifty (150) bonds of the denomination of One Thousand Dollars ($1,000) each, numbered consecutively from one (i) to one hundred and fifty (150), both inclusive, all of like date and tenor, payment of the principal and interest whereof is equally and ratably secured by a certain Indenture or Deed of Trust bearing even date here¬ with, duly executed and delivered by the said The Connell Park and Speedway Street Railway Company to as Trustee, to which reference is hereby made for a description of the property and franchises mortgaged, the nature and extent of the security, the rights of the holders of said bonds under the same, and the terms and conditions upon which the said bonds are issued and secured. If the obligor or its successors shall make default in the pay¬ ment of any of the instalments of interest on any of said bonds when the same shall fall due as herein provided, or make default in any of the obligations imposed by the said Indenture or Deed of Trust, then and in either such case the principal sum of this bond may be duly declared due and payable in the manner and with the effect provided in said Indenture or Deed of Trust. This bond may be registered at the option of the holder, at the office of in the City of and thereafter and unless at any time registered to bearer, the principal thereof shall only be payable to such person as on this bond shall appear from time to time to be the last duly registered transferee thereof. The registry of this bond will not restrain the negotiability of the coupons by delivery only. This bond shall not be valid until the certificate endorsed hereon shall have been signed by or on behalf of the Trustee. 4 The mortgage securing these bonds has been stamped as required by the Internal Revenue Laws of the United States of America. In Witness Whereof, The Connell Park and Speedway Street Railway Company has caused these presents to be signed by its President or Vice-President, and its corporate seal to be hereunto affixed and attested by its Secretary, this day of January, nineteen hundred and one. THE CONNELL PARK AND SPEEDWAY STREET RAILWAY COMPANY, By [Seal.] President. Attest: Secretary. [Form of Coupon. $25. $25. The Connell Park and Speedway Street Railway Com- pany will pay to bearer at the office of in the City of on the day of , 19 , Twenty-five Dollars ($25) in the United States gold coin, being six months' interest due on its Five Per Cent. (5%) Thirty (30) Year First Mortgage Gold Bond No Treasurer. [Trustee^s Certiñcate It is hereby certieied, that this bond is one of the series of bonds mentioned in the Indenture or Deed of Trust therein referred to. 5 And WhkrKas, at a meeting* of the Board of Directors of the Company and at a meeting of the stockholders of the said Company, both duly and regularly called and held, it was re¬ solved to secure said bonds by mortgage or deed of trust con¬ veying to said Trustee, all its property, rights and rights of way, tracks, franchises, grants, real estate, choses in action and assets owned or hereafter acquired; and this Indenture was submitted and it was then and there duly resolved that said Indenture be executed by the Presi¬ dent or Vice-President in the name and in behalf of the Company, and that the corporate seal of the Company be thereunto aihxed and attested by the Secretary of the Company, and that the same be delivered on behalf of the Company to the Trustee therein mentioned; And WhkrKas, at said meetings it was also unanimously resolved that until the said bonds or obligations of the Company for One Thousand Dollars ($i,ooo) each, intended to be secured h" 'die said Indenture or Deed of Trust, shall be engraved, ex¬ ecuted and delivered, the said bonds or obligations of, the Com¬ pany or any of them may be represented by one or more written or printed obligations of said Company, bearing even date here¬ with, and for the same aggregate amount, and in like form, except as to the amount designated therein, with the bond above recited, and such written or printed obligation or obligations so issued shall confer the same rights, remedies, lien and security that appertain to the said bonds for One Thousand Dollars ($i,ooo) each, when issued unjier the provisions of this Indenture or Deed of Trust, and shall, until surrendered in exchange for a like amount of engraved bonds, represent said indebtedness ; Now, therkRorH, this Indenture witnesseth. That the said Company, for and in consideration of the premises and the sum of One Dollar ($i) to it duly paid before the sealing and delivery of these presents, the receipt whereof is hereby acknowl¬ edged, and for the purpose of securing equally, as herein pro¬ vided, the payments of the principal of the bonds issued and to be issued as above described, as well as the interest thereon, at the rate of five per cent. (5%) per annum, payable semi-annually o in the manner in the said bonds provided, and also to secure the performance of the several covenants and conditions herein ex¬ pressed, has granted, bargained, sold, assigned, transferred and conveyed, and by these presents does grant, bargain, sell, assign, transfer and convey unto the Trustee, the said party of the second part, its lawful suc¬ cessors and assigns in the trust hereby created, forever, all and singular its said railway, and all rights, properties and franchises belonging to or forming a part of said railway, and described as follows, to wit: all the railway, road bed, rails, tracks and rights of way as the same is constructed or operated, or may hereafter be constructed or operated in the City of Scranton, County of Lackawanna and State of Pennsylvania, commencing or begin¬ ning at a point located in or near and extending in an easterly and southeasterly direction through the City of Scranton, a distance of about miles; also all the rights, privileges, powers, licenses, rights of way, franchises, easements, appurtenances, improvements, super¬ structures, side tracks, switches, turnouts, bridges, terminals, lands, yards, buildings, structures, shops, stations, car houses, power houses, boilers, engines, dynamos, machinery, tools, fences, fixtures, cars and other rolling stock, rails, tracks, chains, bars, ties, motors and all electric equipment and apparatus, poles, wires, trolleys, and all things now owned or hereafter to be acquired by said The Connell Park and Speedway Street Rail¬ way Company, its successors or assigns, belonging to or used in operating its said railway, and any additions to or extensions of said railway herein and hereby granted to the Trustee, and also all corporate property, real and personal, and all other things in any wise belonging to or appertaining to the said railway or to any part or addition to or extension of said railway, whether the same be acquired by purchase or otherwise, together with all easements or property necessary or convenient in or to the ownership, use and occupation of the said railway, whether said property and things so belonging or appertaining are now owned or shall be hereafter acquired by the said Company, together with all and singular the tenements, hereditaments and appurte- i nances thereunto belonging or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, is¬ sues and profits thereof. And also all the estate, right, title, interest, propert3/, posses¬ sion, claim and demand whatsoever, as well in law as m equity, now existing or hereafter to be acquired, of the said Company, in and to the said above described premises and every part and parcel thereof, with the appurtenances. To have; and to hotd all and singular the above granted and described railway premises, rights, franchises, and all other property, real, personal and mixed, unto the said Trustee, party of the second part, its successors or assigns, in trust for the uses and purposes here¬ after expressed and declared of and concerning the same, that is to say: ArticIvE; I. Until the said Company or its successors shall make default in the payment of the principal money or interest secured by said bonds or any of them, according to the tenor thereof or of the coupons thereto annexed, or shall make default or breach in the performance or observance of any condition, ob¬ ligation or requirement of the said bonds or by this mortgage imposed on the said Company or its successors, the said Trustee, its successor or successors, shall permit and suiïer the Company, its successors or assigns, to possess, manage, operate and enjoy the said railway with its equipment and appurtenances, and all other lands and premises, property and franchises, hereinbefore described and conveyed, and shall manage the same, and to re¬ ceive, take and use the tolls, incomes, revenues, rents, issues and profits thereof in the same manner and with the same eiïect as if this deed of trust had not been made. Article: II. If and whenever the said Company or its suc¬ cessors shall make default in the payment of principal or interest of the said bonds, or any of them, when due, and such default shall continue for the period of six (6) months, or in case default shall be made in the payment of any taxes, assessments or charges imposed upon the said mortgaged property or any part thereof, and such default shäll continue for a period of one (i) 8 year, or in case default shall be made by the Company in any other provision of this mortgage, and such default shall continue for a period of sixty (60) days after notice, then and in every such case it shall be lawful for the said Trustee, its successor or successors, by its or their attorneys or agents, to enter upon and take and possess all and singular the railway, lands, premises and property hereinbefore expressed to be conveyed, or any of them, or any part or parts thereof, respectively, and to have, hold and use the same, and to manage, operate and control by their superintendents, managers, receivers or servants, or other at¬ torneys or agents, the said railway appurtenances and other property hereby conveyed, and to conduct the business thereof, and to make from time to time all such repairs and replacements and such useful alterations, additions and improvements there¬ unto as may seem to it or them to be judicious, needful or con¬ venient, and to collect and to receive all tolls, freights, incomes, revenues, rents, issues and profits therefrom, and of every part and parcel thereof, and after deducting and defraying the ex¬ penses of managing and operating the said railway and other property hereby conveyed, and conducting the business thereof, and the costs of all repairs, replacements, alterations, additions and improvements, and all payments which may be made for taxes, assessments, charges or liens that have accrued or may accrue upon the said premises or any part or parcel thereof, and all other expenses or outgoings whatsoever incurred in relation thereto, including just and reasonable compensation for its or their own services, and for the services of its or their attorneys, counsel or other agents employed by it or them, as well as for its work, labor and expenses in and about the premises, the said Trustee, its successor or successors, shall apply the remain¬ ing moneys arising from such collection and receipts as afore¬ said in or towards the payment of interest upon the said bonds in the order in which said interest shall have become due ratably to the persons holding the coupons evidencing the right to such interest, and after paying the interest which shall have become due shall apply the residue of such moneys in or towards the payment of the principal of said bonds, if due and unpaid, ratably and without discrimination or preference, and if, after satisfaction thereof, a surplus shall remain, shall pay over such surplus to 9 the said Company, its successors or assigns, or as any court of competent jurisdiction shall order; and the premises and prop¬ erty hereby conveyed shall be forthwith surrendered to and be thereafter held, possessed and enjoyed by the said Company, its successors or assigns, subject otherwise to the conditions herein expressed and declared and to the rights of said Trustee, its. suc¬ cessor or successors, again to enter upon and take possession of the said premises, in case of any other or future default and with the like effect as in this article provided; Provide^d, nkvkrthklKSS, that if the said Trustee, its successor or suc¬ cessors, shall think it inexpedient after such entry as aforesaid, to operate and manage said railway and premises in the manner aforesaid, it shall be lawful for them to demise or let the said railway premises and property to any person or persons, corpora¬ tion or corporations, willing to operate and manage the same for such term or period not exceeding one year at any one letting, unless the consent in writing of the holders of a majority in interest of the said bonds shall be first obtained to a longer term, at such rent or proportion of the receipts and profits and gen¬ erally upon such terms and conditions as the said Trustee, its successor or successors, shall in their discretion think fit, and the said Trustee, its successor or successors, shall apply the revenue or income to arise from such demise or letting in the same manner as the net revenue or income to arise in the event of said railway and premises being operated and managed by the said Trustee, its successor or successors, is applicable under the provisions immediately hereinbefore contained. Article III. In case the said party of the first part or its successors shall make default in the payment of any installment of interest on any of the said bonds, and such default shall con¬ tinue for the period of six months after demand of payment, or in case said Company shall make default in the payment of any taxes, assessments or charges, as above mentioned, and such default shall continue for one (i) year, or in case said party of the first part shall make default in any other provision of this mortgage, and such default shall continue for a period of sixty (60) days after notice, then and thereupon the principal of all of the said bonds shall at the election of the said Trustee, its lu successor or successors, to be signified to the Company or its successors by notice in writing under their hands, become im¬ mediately due and payable; PROViD.:eD, nï:vi:rThe:i.î:ss, that at any time after such default shall have been so made and have so continued as aforesaid, and before the actual repayment of the principal, it shall be lawful for the holders of a majority in interest of the outstanding bonds, by an instrument under their hands and seals, to direct the said Trustee, its successor or suc¬ cessors, either forthwith to exercise the said power of declaring the principal of said bonds to be due and payable, or to waive the exercise of the said power (if unexercised) or to withdraw and annul the exercise thereof (if exercised), either absolutely or on such terms as may be directed by the said majority by the same instrument; and it is hereby provided that no action taken by the said Trustee, its successor or successors, or by the bond¬ holders under this Article, shall prejudice or affect the powers or rights of the said Trustee, its successor or successors, or the bondholders hereunder in the event of any subsequent default. Article^ IV. In case any such default either in payment of interest, taxes, assessments or in any other provision of this mortgage shall be made and shall so continue as aforesaid, or in case the principal of said bonds, or any of them, shall become due either according to their terms or upon notice as above pro¬ vided, and shall not be paid, then the Trustee may, and upon the written request of the owners or holders of a majority in interest of said bonds, at the time outstanding and unpaid, shall take possession of said railway and appurtenances and all and singular the property and franchises hereby mortgaged and con¬ veyed, and by itself or its duly authorized agent or agents, it shall—after giving at least sixty (60) days' notice of the time and place of sale, together with a general description of the property to be sold, by publication in at least one daily newspaper pub¬ lished in the City of Scranton and one daily newspaper published in the City of —sell the same or any part thereof at public auction for cash to the highest bidder at some place in the City of Scranton or at some place in the State of Pennsylvania, to be designated in said advertisements. And the Trustee may adjourn said sale, from time to time, if, 11 in its opinion, or in the opinion of its said agent or agents, it is advantageous or necessary to do so, and in case of such ad¬ journment it, or its said agents, may, in pursuance thereof, and at the time to which such sale shall have been adjourned, sell said property without further notice; and when a sale thereof shall have been effected the Trustee or its successor shall ex¬ ecute to the purchaser or purchasers a proper deed or deeds in fee simple, or other instrument or instruments, for the convey¬ ance or transfer of all the property sold, as aforesaid, which deed or deeds, or other instrument or instruments, shall bar and pre¬ clude the party of the first part and its assigns and all persons claiming by, through or under it, of all rights and claims in or to said premises and property and every part thereof, and for the consideration hereinbefore expressed the party of the first part hereby agrees to join in such conveyance or conveyances to the purchaser or purchasers, or the said Trustee will execute to such purchaser or purchasers a separate deed or deeds of release of all its legal and equitable rights in and to the property sold by the Trustee, as aforesaid. Pending the publication of such notices of sale the Trustee shall, through such agents and servants as it may appoint, operate, enjoy and use said property, and out of the income that may be derived from such use and operation and from the proceeds of such sale it shall, after de¬ ducting all just allowances and expenses attending the operation and sale of said property, first pay the past due coupons or interest warrants upon said bonds, with interest thereon from date of maturity, and from the surplus remaining pay the prin¬ cipal of the said bonds without preference of one bond over an¬ other, and in case of deficiency, then pro rata, as far as the pro¬ ceeds of such sale and earnings aforesaid will go; and in case any surplus shall remain after payment of the principal and interest of said bonds, together with all said interest and ex¬ penses, the same shall be paid over to the party of the first part or its assigns, or as any Court of competent jurisdiction may direct. m ArTici^E V. In case any such default shall be made and shall so continue as aforesaid, and the said Trustee shall not deem it proper or expedient to take possession of and sell the 12 railway and other property hereby mortgaged and conveyed in pursuance of the powers hereinabove granted, or shall not have been requested so to do as provided herein, the said Trustee, its successor or successors, either after entry as aforesaid or other entry, or without entry, may, or upon the written request of the owners or holders of a majority in interest of the said bonds, and upon being properly indemnified, shall foreclose this mortgage by legal proceedings and thereby bring said property to judicial sale; and to that end the principal of said bonds may be declared due by the said Trustee or by the holders or owners oí a ma¬ jority thereof then outstanding in the same manner as herein¬ before provided, and pending such foreclosure proceedings and sale the Trustee may, if no entry has been made, have a Receiver or Receivers appointed with the usual powers in such cases, to take possession of, manage and operate said railway, premises and property for the benefit of the owners and holders of the bonds hereby secured. Article; VI. At any sale or sales, whether made under :he power of sale herein contained or in pursuance of any foreclosure proceedings instituted by said Trustee, or otherwise, it shall be lawful for said Trustee, or for any one or more of the bond¬ holders, either alone or associated with the Trustee, to purchase any portion or all of the property so sold, and no purchaser at any such sale, except the Trustee, shall be obliged to see to the application of the purchase money. At any such sale or sales the purchaser shall have the right to make all or partial payments of the purchase price by the delivery of bonds secured by these presents to an amount equal to the sum which would be received in respect of such bonds upon the distribution of the proceeds of said sale, as hereinafter provided. Article; VII. Anything herein contained to the contrary thereof notwithstanding, the party of the first part reserves and shall have the right at any time to sell and convey or exchange any part or parts of the said mortgaged real or personal estate other than its railroad (road beds, rights of way), corporate rights, privileges and franchises, and the certificate of the Com¬ pany signed by its President and attested by its Treasurer, as to the necessity and propriety of making such sale, shall be 13 complete and conclusive evidence to tne saia irubice as to said necessity and propriety and with the consent and approval of the said Trustee, its successor or successors, to expend the proceeds of property sold in the improvement of said mortgaged premises or in the purchase of other real estate, buildings, ease¬ ments, chattels, rolling stock, materials, supplies or other things necessary and proper to be used in and about the construction, use, operation and maintenance of the railway or any extension thereof, aforesaid, all of said property or improvements when so purchased or acquired by exchange shall thereupon become and be subject to the lien and operation of these presents in the place and stead of the properties so sold or exchanged as aforesaid. But nothing in this article contained shall be so con¬ strued as to prevent the party of the first part from changing the location of its terminals or of any of its structures or making such change or changes in its road bed as it may deem advisable to reduce the curves and grades in, along and upon its line, nor to prevent it from disposing of or abandoning any of its side tracks or switches, nor to prevent the sale of any lands or interest in land, made vacant by reason of the foregoing; Pro¬ vided, however, that in case of any sale, the proceeds thereof shall be paid or delivered directly to the said Trustee, its suc¬ cessor or successors, and be paid out only in the purchase of other property, as above provided, or otherwise applied to the uses and trusts hereby created; and in the case of an exchange, a conveyance under the terms of this mortgage, of such property or new terminals, structures or lañds as may be acquired shall be made to said Trustee, its successor or successors. It shall be the duty of the said Trustee, its successor or suc¬ cessors, having received the proceeds of such sales, or such conveyance having been made, and upon being requested by the Company so to do, to execute and deliver any conveyance or other instrument necessary or proper to release the property so sold from the lien and operation of these presents, and a cer¬ tificate signed by the President and attested by the Treasurer of the said Company shall be complete evidence to the Trustee, its successor or successors, that the proceeds so derived have been expended by the party of the first part pursuant to the terms of this provision. u If the party of the first part shall at any time during the continuance of these presents desire to compromise, adjust or settle any dispute, title or claim to any part of the mortgaged premises, it shall be lawful for the Trustee, and it is hereby authorized to release and discharge such part of the mortgaged premises from the lien of this mortgage. Articuk VIII. Any of the bonds may be registered on books to be provided for that purpose at the office of the Trustee, in the City of on application by the owner there¬ of in person or by attorney and presentation of such bond at the said place for such purpose, without charge to the bond¬ holders therefor. After such registration as to the payment of the principal such principal shall be payable only to the registered owner of such bonds, unless or until such bonds are transferred on said books to bearer, but such registration as to the payment of the principal shall not restrain the negotiability of the coupons by delivery. After such registration as to the payment of the principal, such bond shall be transferable only in writing upon the said books by the registered owner or his attorney, either to a reg¬ istered owner or to bearer, and such registration and transfer shall be noted by endorsement in writing upon such bonds by the Trustee; and such bonds shall continue subject to such suc¬ cessive registration and transfers to bearer, at the option of the owner. If any bond issued hereunder shall be mutilated, lost or destroyed, the Company may, upon terms and conditions pre¬ scribed by its Board of Directors, issue, in lieu thereof, a new bond of like tenor, amount and date, and bearing the same serial number, which bond, when so issued, shall be certified by the Trustee upon due proof of such mutilation, loss or destruction and upon receiving indemnity satisfactory to the Trustee. Artlclk IX. In case of the resignation, removal or in¬ capacity of the said Trustee to act in the execution of the trust hereby created, the holders of a majority in interest of said bonds then outstanding may appoint a competent person or 15 corporation to fill the vacancy in the Trusteeship, and until the bondholders make such appointment, the said Company, with the consent in writing of the owners or holders of said bonds to the amount of may appoint a Trustee to fill the vacancy, and the new Trustee so selected shall have and possess and be vested with the same rights and powers as a Trustee as he or it would have had and possessed and been vested with, had he or it been originally made a party to this Indenture ; and the Company hereby covenants to make, execute and deliver all such other or future instruments, deeds or indentures as may be necessary to enable the perspn. or corporation so appointed to execute the trust hereby created, and successors of any such new Trustee may be appointed in like manner as often as a vacancv in said trust for either of the causes above mentioned shall occur. In case the Trustee shall at any time desire to be discharged from its trust for any cause, or said Trusteeship shall become vacant, then and in such case and as often as the same shall happen, any Court of competent jurisdiction may, upon application of the Trustee, or of the holders of one-third in amount of the said bonds then outstand¬ ing and unpaid, appoint a new Trustee or Trustees in its, his or their place, and so often as any new Trustee or Trustees hereof shall be appointed, either in the manner above orovided or in any lawful manner, all the estate, property, rights and powers which shall for the time being be held upon the trust herein shall be vested in the new Trustee or Trustees who shall thereupon and thereafter be the party referred to in this Indenture as the Trustee. ArticIvE X. The said Trustee and its successors in said trust shall onlv be accountable for reasonable diligence in the management thereof, and shall not be responsible for the acts or defaults of anv agents employed b}^^ it or them, or by the said Company, nor shall such Trustee, or its successor or successors, in any manner be.liable or responsible for anything except gross negligence or willful misconduct in the discharge of the trust herein assumed. The said Trustee and its successors shall be entitled to receive reasonable and proper compensation for all services rendered in 16 the execution of this trust or duties performed in the discharge of the same, and to be reimbursed for all necessary and proper expenditures of every sort and nature incurred in the discharge of this trust. All recitals, statements of facts and representations herein contained shall be taken as statements of the Company and shall not be construed as made by the said Trustee. The word " Trustee as used in this instrument shall be construed to mean the Trustee for the time being hereunder, whether original, substituted or new, and such Trustee shall be vested with and entitled to all the estate, powers, rights, benefits and indemnities granted hereby to the Trustee named herein. Article XL Whenever and as often as any contingency or occasion shall arise for the action, as herein provided, of a ma¬ jority of the holders of such outstanding bonds, such bond¬ holders may, and they are hereby authorized and empowered to signify their request in writing aforesaid by a writing over their respective signatures in any number of parts or duplicates. Article XII. The party of the second part, as Trustee or otherwise, shall be under no obligation to recognize any person or persons, firms or corporations as holder or holders, owner or owners of one or more of the bonds secured hereby, or to do, or refrain from doing, any act pursuant to the request or demand of any person or persons, firms or corporations professing or claiming to be such holder or holders, owner or owners, until such supposed holder or holders, owner or owners, shall produce evidence satisfactory to the party of the second part that he is or they are the holder or holders, owner or owners, of said bonds and shall indemnify and save harmless the said party of the second part to its full satisfaction from any and all costs and ex¬ penses, outlays and counsel fees and other reasonable disburse¬ ment, which it may become liable or responsible for on proceed¬ ing to carry out such request or demand. Under no circumstances shall anv bondholder or any number of bondholders have any right to institute an action or other pror ceeding, on or under this Indenture, for the purpose of enforcing any remedy herein or hereby provided, èxcept in case of refusal 17 on the part of the said Trustee, after request to perform any duty imposed on it by this agreement; but the said Trustee shall be under no obligation to institute any such suit, or to take any action or proceedings under this Indenture, until it shall be requested so to do and indemnified to its satisfaction for all expenses and costs of every kind as well as for all possible claims for damages. It shall be no part of the duty of the said Trustee to see to the recording of this Indenture as a mortgage, or conveyance of real estate, or to the filing thereof, as a chattel mortgage or re¬ newing such mortgage or to do any other act which may be suit¬ able and proper to be done for the continuing of the lien of this Indenture or for giving notice of the existence of such a lien, nor shall it be any part of its duty to effect insurance against fire or other damage, on any portion of the mortgaged property, or to renew any policies of insurance. ArticIvK XIII. The said Company shall from time to time, and at all times hereafter, as often as thereunto requested by the said Trustee, its successor or successors, execute, acknowl¬ edge and deliver all such further deeds, conveyances and as¬ surances in law for the better assuring unto the Trustee and its successors in the trust hereby created, upon the trusts herein expressed, the railway, equipment and appurtenances and the premises and property hereinbefore conveyed or intended so to be, and all other property and things whatsoever which may be hereafter required for use in connection with the same or any part thereof, and all franchises now held and incident or ap¬ purtenant to or connected therewith, as by the Trustee, its suc¬ cessor or successors, or its or their counsel, learned in the law, shall be reasonably advised, devised or required; Provid.Kd AivWAYS, and this grant and conveyance is upon the express con¬ dition, that upon the payment in full of said bonds and the in¬ terest due thereon, then the estate, title and interest hereby granted shall cease, determine and be void and the said Trustee and its successors in this trust shall convey, assign, transfer and deliver over to the Company, and its successors or assigns, all of said railway, equipment and appurtenances, and all of the property, real, personal and mixed, remaining in its or their 18 possession, belonging to The Connell Park and Speedway Street Railway Company, and shall duly execute and deliver to the said Company a proper release or satisfaction of this mortgage. Artici,:^ XIV. The Company covenants with the Trustee that it will at all times keep the buildings, machinery and personal property covered by this mortgage insured against loss or damage by fire to such an amount sufficient to cover the value as may be deemed reasonable by the Company, and against loss or damage by boiler explosion to such an amount as may be deemed reasonable by the Company. All of said insurance shall be made payable to, and the policies thereof shall be delivered to, said Trustee. All moneys received by the Trustee from any insurance as aforesaid shall be held by it as security for the payment of the principal and interest of the bonds and coupons secured thereby, and applied to the payment thereof in the manner provided here¬ in; Pro vid,ed, however, that in case the Company shall within one year reconstruct, replace or repair the property so damaged or injured or make other permanent improvements upon the mortgaged property, then the Trustee shall pay over to the Com¬ pany in instalments, from time to time, such portion or the whole of said insurance money as shall equal the cost of such repairs, replacements, reconstructions or improvements as shown by vouchers submitted by the Company to the Trustee, and said vouchers shall be a sufficient authority to said Trustee to make such payments, duly authenticated duplicates of said vouchers shall be furnished said Trustee upon its request. Any portion of said insurance money not paid over to said Company for repairs, replacements, reconstructions or improve¬ ments, shall be invested by the Trustee and applied to the pay¬ ment of the bonds issued hereunder at their maturity. If the Company has, in good faith, begun the reconstruction or repair of said buildings or property, or any portion thereof, which may have been injured or destroyed as aforesaid, but owing to the extent of the damage or injury, a greater length of time for the completion thereof is required than one year, then the time for the completion of said work shall be extended for a further period not exceeding one year, with the same right 19 on the part of the Company, during said additional year, to re¬ ceive portions of said insurance money, in the same manner as if said work had been performed within the period of the first year. In case said Company fails at any time to keep said property insured to a sufficient amount, the Trustee may itself cause in¬ surance to be placed upon the mortgaged property of the char¬ acter hereinbefore specified; and in such case the Company shall repay, upon demand, to said Trustee the amount of premiums expended by it, together with interest thereon at the rate of six per centum per annum from the time of its expenditure by the Trustee, and the amount of said expenditures and interest, until paid, shall constitute a part of the indebtedness secured by these presents. The Trustee shall not be responsible for the amount of insurance, or its sufficiency, or be required to make insurance, unless upon written request of the holders of one-tenth part of the bonds then outstanding, and upon being indemnified against loss, to its reasonable satisfaction. «h Article; XV. The Company hereby agrees to and with the Trustee that all the property hereby conveyed shall be free and clear from all liens and incumbrances superior in either law or equity to the lien of this mortgage, and that while the Company remains in possession of said mortgaged property, or any part thereof, it will, from time to time, pay and discharge all taxes, assessments, insurance and other charges lawfully imposed upon said mortgaged property, or any part thereof, the lien whereof may or can be held to be prior to the lien of these presents, so that the priority of this mortgage may be duly preserved, and the Company agrees that it will not do, or suffer to be done, any matter or thing whatsoever, whereby the lien of this mort¬ gage may be impaired until the bonds hereby secured, with all interest accrued thereon, shall have been fully paid and satisfied. The Company further covenants and agrees that it will dili¬ gently preserve the rights, locations and franchises now or here¬ after granted or conferred upon it, whether by the laws oí the State of Pennsylvania or by the laws or ordinances of any city, town, municipality or county wherein its business is or shall be conducted; that using and operating its railway plant as the same 20 is now constructed, or as the same may hereafter be constructed or extended, it will at all times maintain and preserve the same, and every part thereof, in thorough repair, working order and condition and fully supplied with equipment; that it will, from time to time, make all needful and proper repairs and replace¬ ments so that its business and every part thereof shall at all times be carried on with safety and despatch; that it will not use the mortgaged property, nor any portion thereof, in any way so as materially to impair the security created by these presents; that it will not permit waste thereof; that it will not attempt to re¬ move or replace the same beyond the reach of the Trustee; and that it will not do, or omit to do, any act or thing whereby its property, licenses, locations or franchises may become lost or impaired or subject to forfeiture. ArticIvE; XVI. Upon delivery of any of the bonds secured hereby, the said Trustee shall not be liable or responsible for the use made of them or any of them. None of the said bonds shall be deemed to be valid or to be secured by this mortgage until the same shall have been duly certified by the said Trustee, its successor or successors, in the trust hereby created. Article XVII. All bonds issued under and in pursuance of the terms of this Indenture of Mortgage, and at any time out¬ standing, shall be in all respects equally and ratablv secured hereby without preference, priority or discrimination on account of or with reference to the actual time or times of their delivery by the Trustee, so that all of such bonds at any time outstanding shall have the same right, lien and privilege under and by virtue of this mortgage or deed of trust, and shall be equally secured hereby with like effect as if they had all been delivered and ne¬ gotiated simultaneously on the date thereof, whether the same or any of them shall actually be sold or disposed of at such date, or whether they or any part of them shall be negotiated or sold at some future date. Said bonds shall be signed by the President or Vice-Presi¬ dent and sealed and attested by its Secretary acting at the time of the issuance, and the coupons to bear the engraved signature of the Treasurer of the Company on the day of 1901, such engraved signature to have the same force and effect 21 as if in the proper handwriting of such Treasurer, and is adopted by the Company with the same effect as though said Treasurer was living and in office at the time of the issuance thereof. The aggregate of all the bonds issued and authenticated by the Trustee under this Indenture shall not exceed the sum of One Hundred and Fifty Thousand Dollars ($150,000). Whe^n and as the interest coupons annexed to the bonds hereby secured mature and are paid by the Company or by any person or corporation for it or on its behalf, they shall be can¬ celled. All coupons maturing before the delivery of the bonds by the Trustee shall be cut off and cancelled by the Trustee before the delivery of such bonds. Said cancelled coupons shall be delivered by the Trustee to the Company. Artigue XVIII. Nothing herein contained shall be held to deprive the Trustee of any legal or equitable remedy for collect¬ ing the principal or interest of said bonds or availing itself of the security therefor, whether by foreclosure or otherwise, or en¬ forcing or protecting the rights of the holders of bonds secured hereby. And it is hereby declared and made a condition of this trust that all persons who shall claim any interest, benefit or advantage by virtue of this instrument shall take the same subject to all the terms herein contained and subject to all the rights and powers conferred by this instrument on the Trustee and on the holders of a majority of the bonds hereby secured. Said Company doth hereby for itself, its successors and assigns, forever waive any stay or exemption law now existing or hereafter to be passed, which shall in any manner conflict with the exercise of the powers hereby in said Trustee vested at the time and in the manner herein stipulated, or which shall in any manner delay or hinder any other proceeding taken by said Trustee to enforce this mortgage. Artigue XIX. The several covenants, promises and agree¬ ments by the Company herein contained shall be binding as well upon its successors and assigns. No recourse under or upon any obligation, covenant or agree¬ ment of this Indenture, or any bond or coupon hereby secured. 22 shall be had against any incorporator, stockholder, officer or director of the Company or any successor corporation, either directly or through the Company by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any Statute or otherwise, it being expressly agreed and under¬ stood that this mortgage and the obligations hereby secured are solely corporate obligations and that no personal liability what¬ ever shall attach to or be incurred by the incorporators, stock¬ holders, officers or directors of the Company, or of any successor corporation or by any of them under or by reason of anything herein contained, or of the bonds or coupons hereby secured; and any and all personal liability, at common law, in equity or by statute of every such incorporator, stockholder, officer or director is hereby expressly waived as a condition of and in consideration for the execution and issuance of this mortgage and of such bonds and coupons. Article XX. It is hereby further covenanted and agreed by and between the parties hereto that if the Company, its suc¬ cessors or assigns, shall well and truly pay or cause to be paid all sums of money herein required to be paid by it, and all interest thereon at the time and in the manner specified herein free from all United States, State, Municipal and other taxes specified herein, and shall well and truly perform and keep all the cove¬ nants and agreements herein required to be kept and performed by it according to the true intent and meaning of these presents, then and in that case all the estate, right, title, interest and demand of the said Trustee, its successors and assigns, in this trust, in the property hereby conveyed shall cease, determine and become void, otherwise the same shall remain in full force and virtue for the equal benefit and security of the holders of said bonds and each of them to the full extent herein provided. Article XXI. The Trustee, the party of the second part, herebv accepts the trust created by these presents and covenants faithfullv to execute the same. In Witness Whereoe, the said The Connell Park and Speedway Street Railway Company, party of the first part, has caused its corporate seal to be hereto affixed and these presents 28 to be executed and delivered in its name and behalf by its Presi¬ dent or Vice-President, and have caused Revenue Stamps to be affixed hereto and duly cancelled in accordance with the require¬ ments of the Revenue Laws of the United States of America, and the party of the second part, in token of its acceptance of the trust hereby created, has caused its corporate seal to be hereto affixed and these presents to be signed by its President the day of A. D. 1901. Signed and sealed in| presence of: j THE CONNELL PARK AND SPEEDWAY STREET RAILWAY COMPANY, By [Seai..] President. Attest: Secretary. By t (Acknowledgments.) President. 3 5556 042 153502