GENERAL MORTGAGE 
 
 LEHIGH AND NEW ENGLAND RAILROAD COMPANY 
 
 TO 
 
 GUARANTEE TRUST AND SAFE DEPOSIT COMPANY, 
 
 Trustee. 
 
 THE LIBRARY 
 
 wm 
 
 UNIVERSITY OF ILUMCiS 
 
 $15,000,000 General Mortgage Gold Bonds. 
 
 DATED JULY I, 1914, 
 PRINCIPAL DUE JULY I, 1954. 
 
 Press of Allen, Lane & Scott, Philadelphia. 
 
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 THIS INDENTURE, made the First day of July, 
 A. D. 1914, between Lehigh and New England Rail- 
 road Company, a corporation organized and existing under 
 the laws of the States of Pennsylvania and New Jersey, 
 (hereinafter called Railroad Company), party of the first 
 part, and Guarantee Trust and Safe Deposit Company, 
 a corporation created and existing under the laws of the 
 State of Pennsylvania, as Trustee (hereinafter called Trus- 
 tee), party of the second part. 
 
 Whereas, Railroad Company is duly authorized to con- 
 struct, own, maintain and operate lines of steam railroad in 
 the States of Pennsylvania and New Jersey, and does own, 
 maintain and operate such lines of steam railroad in said 
 States; and 
 
 Whereas, Railroad Company has power to own the 
 stocks, bonds and securities of railroad and other corpora- 
 tions; and 
 
 Whereas, Railroad Company has power to borrow 
 money and secure the payment thereof by mortgage upon 
 its property, real and personal, stocks, bonds and other se- 
 curities and its franchises, rights and privileges. 
 
 Whereas, stockholders of Railroad Company, at a meet- 
 ing duly called and held on the 28th day of January, 1914, 
 authorized the increase of the indebtedness of Railroad 
 Company to Fifteen million dollars ($15,000,000), and the 
 issue of its bonds of One thousand dollars ($1,000) each 
 to the amount of Fifteen million dollars ($15,000,000) 
 dated the first day of July, 1914, and payable the first day 
 of July, 1954, bearing interest at a rate not exceeding five 
 per centum (5%) per annum from the first day of July, 
 1914, said bonds to be subject to redemption at the option 
 
 
 564(58 
 
1 
 
 2 
 
 of Railroad Company at any interest period before matur- 
 ity at not exceeding one hundred and five per centum 
 (105%) of the par value thereof and accrued interest, and 
 to be in such form as the Board of Directors of Railroad 
 Company shall determine. 
 
 Whereas, stockholders of Railroad Company at said 
 meeting, for the purpose of securing the payment of said 
 bonds, authorized the execution and delivery by Railroad 
 Company to Guarantee Trust and Safe Deposit Company, 
 as Trustee, of a mortgage bearing even date with said 
 bonds, in such form and in such terms as the Board of Di- 
 rectors of Railroad Company should determine, upon all its 
 property, real, personal and mixed and all improvements 
 and betterments thereto, its certain shares of stock and 
 bonds, and its rights, privileges and franchises, owned or 
 thereafter acquired, purchased or made. 
 
 Whereas, Board of Directors of Railroad Company at 
 a meeting thereof duly called and held on the 17th day of 
 June, 1914, did in pursuance of the authority conferred 
 by the stockholders, authorize and empower the President 
 or any Vice-President and the Secretary or any Assistant 
 Secretary of Railroad Company to execute, issue and de- 
 liver from time to time when and as directed by said 
 Board of Directors under the terms of this Indenture, in 
 the name of Railroad Company and under its corporate 
 seal, in such series and under such serial letters and num- 
 bers as said Board of Directors may from time to time 
 determine, Fifteen thousand (15,000) coupon bonds, to be 
 known as General Mortgage Gold Bonds, in the sum of 
 one thousand dollars ($1,000) each, to the aggregate 
 amount of Fifteen million dollars ($15,000,000), dated the 
 first day of July, 1914, and payable the first day of July, 
 1954, with interest at such rate, not exceeding five per 
 centum (5%) per annum as said Board of Directors 
 shall fix and determine from time fi> time, when the 
 same shall be issued, payable semi-annually on the first 
 day of January and of July, both principal and interest to 
 
3 
 
 be payable in gold coin of the United States of America 
 of or equivalent to the present standard of weight and fine- 
 ness, without deduction for or on account of any tax or 
 taxes, except succession or inheritance taxes, which Railroad 
 Company or Trustee may be required to pay thereon or re- 
 tain therefrom under any present or future laws of the 
 United States or of the State of Pennsylvania or New Jer- 
 sey or any municipality thereof, so far as Railroad Com- 
 pany may lawfully do so, the coupons for said interest 
 attached to said bonds to bear the facsimile signature of 
 the present or any future Treasurer of Railroad Company; 
 said bonds to be subject to redemption at the option of 
 Railroad Company at any interest period at such per centum 
 of the par value thereof, not exceeding one hundred and 
 five per centum (105%) as the Board of Directors shall 
 fix and determine from time to time when and as the same 
 shall be issued, together with the accrued interest thereon, 
 and to be in substantially the following form, subject to 
 variation as to rate of interest and redemption price and 
 distinguishing letters and numbers to differentiate the sev- 
 eral series, to wit : 
 
 United States of America 
 States of Pennsylvania and Nezv Jersey 
 
 LEHIGH AND NEW ENGLAND RAILROAD 
 COMPANY 
 
 General Mortgage Gold Bond 
 Total authorized issue $15,000,000. 
 
 No. Series $1,000. 
 
 The Lehigh and New England Railroad Company, a cor- 
 poration created and existing under the laws of the States 
 of Pennsylvania and New Jersey, hereinafter called Rail- 
 road Company, for value received promises to pay on the 
 first day of July, 1954, at its office in the City of Phila- 
 delphia, Pennsylvania, to bearer or, if registered, to the reg- 
 istered holder of this bond, One thousand dollars ($1,000) 
 
4 
 
 in gold coin of the United States of America of or equiva- 
 lent to the present standard of weight and fineness with 
 interest thereon from the first day of July, 1914, at the 
 rate of per centum ( %) per annum, 
 
 payable at said office in like gold coin, semi-annually on the 
 first day of January and of July, in each year, upon presenta- 
 tion and surrender of the coupons hereto attached, as they 
 severally mature, without deduction from either the princi- 
 pal or interest for or on account of any tax or taxes, except 
 succession or inheritance taxes, which Railroad Company 
 or Trustee may be required to pay thereon or retain there- 
 from under any present or future laws of the United States 
 or of the State of Pennsylvania or New Jersey or any 
 municipality thereof, Railroad Company hereby agreeing 
 to pay any such tax or taxes so far as it may lawfully do 
 so, except as above provided. 
 
 This bond is one of an authorized issue of bonds, all of 
 like tenor and date, (except as to serial letters and num- 
 bers, rate of interest and redemption price), of the de- 
 nomination of One thousand dollars ($1,000) each, issued 
 and to be issued to an amount not exceeding in the aggre- 
 gate the sum of Fifteen million dollars ($15,000,000) the 
 payment of the principal and interest whereof is secured 
 by and made subject to all the conditions and stipulations 
 contained in a certain Indenture dated the First day of 
 July, 1914, between Railroad Company and Guarantee 
 Trust and Safe Deposit Company, as Trustee, to which 
 reference is hereby made for a description of the property 
 and securities mortgaged and pledged and the rights of 
 the holders of said bonds. 
 
 If default shall be made in the payment of the interest 
 on this bond when the same shall become due and payable, 
 or in the performance of any of the covenants and agree- 
 ments set out in said Indenture, then the principal of this 
 bond may become due and payable on the conditions and in 
 the manner and at the times provided in said Indenture not- 
 withstanding anything to the contrary herein contained. 
 But no right of action to recover upon this bond at maturity. 
 
or prior thereto upon its becoming due by reason of any de- 
 fault, or to recover upon any of the interest coupons hereto 
 attached, shall exist in or be available to any bondholder 
 or coupon holder until refusal or failure by the Trustee to 
 act, as in said Indenture provided; all remedies for en- 
 forcement of rights of holders of bonds and coupons being 
 primarily exercisable exclusively by the Trustee. 
 
 This bond is subject to redemption at the option of Rail- 
 road Company at any interest period before maturity at 
 per centum ( %) of the par value 
 
 thereof and accrued interest, in the manner provided in said 
 Indenture. 
 
 This bond may be registered on the books of Railroad 
 Company in the City of Philadelphia, and if so registered 
 it will thereafter be transferable only upon the books of 
 the said company by the owner in person, or by attorney, 
 duly authorized, unless the last preceding transfer shall 
 have been to bearer; and shall continue to be suscepti- 
 ble of successive registrations and transfers to bearer at the 
 option of the holder, but such registration shall not affect 
 the negotiability of the coupons attached hereto, which 
 shall continue transferable by delivery merely. 
 
 No recourse shall be had for the payment of the princi- 
 pal or interest of this bond against any incorporator or 
 any past, present or future stockholder, director or officer 
 of Railroad Company, by virtue of any statute or by the 
 enforcement of any assessment or otherwise howsoever. 
 
 This bond shall not become obligatory until it shall have 
 been authenticated by the certificate of the said Trustee, 
 or its successor in the trust, endorsed hereon. 
 
 In Witness Whereof , the Lehigh and New England Rail- 
 road Company has caused this Bond to be signed by 
 its President or one of its Vice-Presidents and its corpo- 
 rate seal to be hereto affixed attested by its Secretary or 
 one of its Assistant Secretaries and has also caused the 
 coupons hereto annexed to be engraved with the fac- 
 
6 
 
 simile signature of its Treasurer this First day of July, 
 1914. 
 
 Lehigh and New England Railroad 
 Company, 
 
 By 
 
 President. 
 
 Attest : 
 
 Secretary. 
 
 (Form of Coupon.) 
 
 The Lehigh and New England Railroad Company will 
 pay to the bearer on the first day of ,19 , 
 
 at its office in the City of Philadelphia, Pennsylvania, 
 
 dollars ($ ) 
 
 in United States gold coin, being six months interest then 
 due on its General Mortgage Gold Bond, Series , 
 
 No. , unless said Bond shall have been called for re- 
 demption prior thereto. 
 
 Treasurer. 
 
 (Trustee's Certificate.) 
 
 This bond is one of the bonds referred to in the within 
 mentioned Indenture. 
 
 Guarantee Trust and Safe Deposit 
 Company, Trustee, 
 
 By 
 
 Vice-President. 
 
7 
 
 (Registry.) 
 
 (Notice. — No writing below except by an officer of the 
 Company.) 
 
 Date of Registry. 
 
 In Whose Name Registered. 
 
 Transfer Agent. 
 
 
 
 
 Whereas, Board of Directors of Railroad Company at 
 said meeting authorized the issue and certification of Four 
 million dollars ($4,000,000) par value of said bonds, to 
 be known as Series “A” and numbered from Ai to 
 A4000, both numbers inclusive, to bear interest at the 
 rate of Five per centum (5%) per annum, and to be re- 
 deemable at One hundred and five per centum (105%) 
 of their par value, and accrued interest, upon the execution 
 and delivery of this Mortgage; said bonds or the proceeds 
 thereof to be used only for the following purposes, to wit: 
 
 1. For the payment, cancellation and retirement on or 
 before January 1st, 1915, of — 
 
 (a.) Three hundred thousand dollars ($300,000) First 
 Mortgage 5% bonds of the Northampton Railroad Com- 
 pany (now merged and consolidated with Railroad Com- 
 pany), dated January 1, 1902, and secured by a mortgage 
 of said company bearing even date therewith, to the Fi- 
 delity Trust Company, Trustee. Said bonds being guar- 
 anteed both as to principal and interest by Railroad Com- 
 pany. 
 
 ( b .) One million three hundred and eighty thousand 
 dollars ($1,380,000) Consolidated Mortgage 5% bonds of 
 Railroad Company, dated October 1st, 1903, secured by 
 a mortgage, dated September 24th, 1903, to the City 
 Trust, Safe Deposit and Surety Company, of Philadel- 
 phia, Trustee, and whereof The Provident Life and Trust 
 
8 
 
 Company of Philadelphia has been appointed substituted 
 Trustee. 
 
 (c.) Six hundred and fifty thousand dollars ($650,- 
 000) General Mortgage 5% bonds of the Lehigh and Dela- 
 ware Railroad Company (now merged and consolidated 
 with Railroad Company) dated July 8th, 1904, secured 
 by a mortgage bearing even date therewith, to The Provi- 
 dent Life and Trust Company ; of Philadelphia, Trustee. 
 
 2. For the payment and liquidation of the floating 
 indebtedness of the company; the construction of addi- 
 tional shops and yard facilities ; the extension of the lines 
 of Railroad Company by the purchase of connecting lines 
 or otherwise and providing additional working capital. 
 
 And said Board of Directors at said meeting further 
 determined that the balance of said bonds should be is- 
 sued from time to time for the payment, cancellation and 
 retirement of One million dollars ($1,000,000) First Mort- 
 gage 5% Bonds of Railroad Company, dated July 10, 
 1895, secured by a mortgage bearing even date therewith 
 to The Fidelity Insurance, Trust and Safe Deposit Com- 
 pany, (now Fidelity Trust Company), Trustee; and for 
 other corporate purposes, as hereinafter set forth. 
 
 Whereas, Board of Directors of Railroad Company did 
 at said meeting adopt and approve the form of this In- 
 denture of Mortgage and duly authorized the President 
 or any Vice-President and the Secretary or any Assistant 
 Secretary to execute same in the name of Railroad Com- 
 pany and under its corporate seal and thereupon deliver 
 to Guarantee Trust and Safe Deposit Company, Trustee. 
 
 Whereas, all things necessary to make said bonds, when 
 certified by Trustee and issued, the valid, binding, legal and 
 negotiable obligations of Railroad Company, and these pre- 
 sents a valid Mortgage to secure the payment of said bonds, 
 have been done and performed and the creation and issue of 
 said bonds and the execution and delivery of said mortgage 
 have been in all respects duly authorized. 
 
9 
 
 Now , Therefore f this Indenture Witnesseth: That Rail- 
 road Company, for and in consideration of the premises 
 and the sum of One dollar ($i) to it in hand paid by Trus- 
 tee, the receipt whereof is hereby acknowledged, and 
 for the purpose of securing the due and punctual payment 
 of the bonds aforesaid, issued and to be issued, as herein 
 provided, and of the interest thereon, has granted, bar- 
 gained, sold, aliened, released, conveyed, assigned, trans- 
 ferred and set over and by these presents does grant, bar- 
 gain, sell, alien, release, convey, assign, transfer and set 
 over unto Trustee and to its successor or successors in 
 the trusts hereby created and to its and their assigns, all 
 and singular the lines of railroad now owned or hereafter 
 acquired by Railroad Company and particularly all and 
 singular the lines of railroad extending as follows, to wit : 
 (a.) From a point in the borough of Slatington in the 
 County of Lehigh, State of Pennsylvania, thence through 
 the Counties of Lehigh and Northampton, in said State, to 
 a point of connection with the New York, Susquehanna and 
 Western Railroad, known as Hainesburg Junction, at or 
 near the village of Hainesburg, in the County of Warren, 
 State of New Jersey; beginning again at a point of connec- 
 tion with the said New York, Susquehanna and Western 
 Railroad, known as S warts wood Junction, in the County of 
 Sussex, State of New Jersey, and thence through said 
 County to a point on the State line between New Jersey and 
 New York at or near the village of Liberty Corners, in the 
 County of Orange, State of New York. 
 
 ( b .) From a point of connection with the Martin’s 
 Creek Branch of the Belvidere Delaware Railroad (Penn- 
 sylvania Railroad) at or near the west bank of the Dela- 
 ware River, in the County of Northampton, State of Penn- 
 sylvania, thence through said County and State to a point 
 one mile more or less west of the borough of Bath. 
 
 (c.) From a point of connection with the Lehigh and 
 Susquehanna Railroad (Central Railroad Company of New 
 Jersey, Lessee), in West Bethlehem, County of Lehigh, 
 State of Pennsylvania, thence through the Counties of Le- 
 high and Northampton in said State to a point of connec- 
 
IO 
 
 tion with line (a.) above described, in the borough of Pen 
 Argyl in said County of Northampton; beginning again at 
 Bangor Junction, in said County of Northampton on said 
 line (a.) above described, and continuing thence to a point 
 in the borough of Bangor in said County. 
 
 ( d .) From a point of connection with line (a.) above 
 described, at or near Danielsville, in the County of North- 
 ampton and State of Pennsylvania, thence through the 
 Counties of Northampton, Lehigh, Carbon and Schuylkill 
 in said State via Tamaqua to Hauto, in said County of Car- 
 bon, together with all the railroad lines in the Counties of 
 Carbon and Schuylkill in said State, heretofore the property 
 of the Panther Creek Railroad Company and now owned 
 and operated by Railroad Company. 
 
 ( e .) From a point of connection with line (c.) above 
 described, at or near Clyde, formerly Snyders Station, in 
 the County of Northampton and State of Pennsylvania, 
 thence through the Counties of Northampton and Lehigh, 
 in said State, to a point of connection with the Crane Rail- 
 road, at or near Catasauqua in Lehigh County, aforesaid. 
 
 Also all and singular the following branch lines ex- 
 tending from line (a.) above described, to wit: the 
 Hower Branch, the Nazareth Branch, the Penn Bangor 
 Branch, the Albion Branch, the American Bangor Branch, 
 the East Bangor Branch, and the branch lines to the Dela- 
 ware, Lackawanna and Western Railroad, in the County of 
 Northampton, State of Pennsylvania, and the Sussex 
 Branch in the County of Sussex, State of New Jersey; and 
 all and singular the following branch lines extending 
 from line (b.) above described, in Northampton County, 
 State of Pennsylvania, to wit: — The Bath Portland Cement 
 Branch, the Pennsylvania Cement Branch, the Penn-Al- 
 len Cement Branch, the Dexter Cement Branch, the 
 Phoenix Cement Branch, the Nazareth Cement Branch, 
 the Nazareth Limestone Branch, the Atlantic Cement 
 Branch, the Northampton Cement Branch, and the Alpha 
 Cement Branch ; and the Saylorsburg Branch, extend- 
 ing from a point near Wind Gap, on line (c), above 
 
II 
 
 described, to Saylorsburg, in the County of Monroe, and 
 State of Pennsylvania; and the Chestnut Ridge Branch, 
 extending from line ( d ), above described, to a point of 
 connection with the Chestnut Ridge Railroad at or near 
 Palmerton in the County of Carbon, and State of Pennsyl- 
 vania; and all other lines, branches, extensions, spurs and 
 sidings of Railroad Company, in the Counties of Lehigh, 
 Northampton, Carbon, Schuylkill and Monroe, in the State 
 of Pennsylvania, and the Counties of Warren and Sussex 
 in the State of New Jersey, and elsewhere, now owned or 
 hereafter acquired. 
 
 Together, with any and all roadbed, superstructure, 
 rights of way, rails, tracks, sidetracks, bridges, via- 
 ducts, buildings, depots, stations, warehouses, car-houses, 
 engine-houses, freight-houses, coal stations, machine-shops 
 and other shops, turn-tables, water-stations, fences, struc- 
 tures, erections and fixtures, and all other things of what- 
 ever kind in any wise now or hereafter belonging or apper- 
 taining to any line of railroad or to any branch or extension 
 at any time subject to the lien of this Indenture, or provided 
 for use thereon, or in connection therewith ; and any and 
 all lands now owned or hereafter acquired for depots, 
 warehouses, shops or other structures at any terminus or 
 on and along any such lines of railroad, or upon or along 
 any such branch or extension ; and any and all locomotives, 
 engines, cars, and other rolling-stock equipment, machinery, 
 instruments, tools, implements, materials and furniture now 
 owned or hereafter acquired by Railroad Company, and 
 other chattels wheresoever situated, now or hereafter held, 
 acquired or provided for use upon such lines of railroad or 
 branches or extensions, or upon any other line, branch, or 
 extension, or upon any operated line ; and any and all leases 
 and trackage agreements, under which Railroad Company 
 now operates or may hereafter operate, and any and all 
 property, real or personal, of every kind and description, 
 now owned or hereafter acquired for use upon or in con- 
 nection with or for the purposes of any lines of railroad, 
 branches, or extensions, now owned or hereafter acquired 
 
12 
 
 by Railroad Company ; and any and all corporate and other 
 rights, privileges and franchises which Railroad Company 
 now has or hereafter shall acquire, possess or exercise for 
 or appertaining to the construction, maintenance, use or 
 operation of such lines of railroad, branches or extensions, 
 or any part thereof; and any and all rights, privileges, 
 franchises, properties, real or personal, rights and things 
 which Railroad Company may or shall hereafter possess 
 or become entitled to possess, for the purposes of or in 
 connection with the operation of such lines of railroad or 
 any other lines of railroad, branches, or extensions, now 
 owned or hereafter acquired, and all property of every 
 nature and kind whatsoever, now owned or hereafter ac- 
 quired by Railroad Company. 
 
 And Together, with all the streets, ways, alleys, pass- 
 ages, waters, water-courses, easements, rights, liberties, 
 privileges, hereditaments and appurtenances whatsoever, 
 unto the hereby mentioned and granted premises, estates, 
 property, rights, and franchises belonging and appertaining 
 and to belong and appertain thereto, and the reversions and 
 remainders, rents, issues and profits thereof, and all the 
 estate, right, title and interest, property, claim and demand 
 of every nature and kind whatsoever, of Railroad Company, 
 as well at law as in equity, of, in and to the same and every 
 part and parcel thereof. 
 
 And also, all the right, title and interest of Railroad 
 Company in and to (a) Twelve hundred (1200) shares of 
 the capital stock of the Campbell Hall Connecting Railroad 
 Company, a corporation organized under the laws of the 
 State of New York, being all the shares of said company 
 issued and outstanding except Fifty (50) shares, ( b .) 
 Three hundred and seventy-five (375) shares of the capital 
 stock of the Pochuck Railroad Company, a corporation 
 organized under the laws of the State of New York, being 
 all the shares of said Company issued and outstanding, ex- 
 cept Twenty-five (25) shares, (c.) Five hundred (500) 
 First Mortgage Bonds of One thousand Dollars ($1000) 
 
i3 
 
 each of said Campbell Hall Connecting Railroad Company 
 dated August ist, 1889, and secured by a Mortgage of 
 even date therewith to the Holland Trust Company of New 
 York, Trustee, heretofore deposited by Railroad Com- 
 pany under the terms and provisions of a certain Inden- 
 ture of Mortgage, dated September 24th, 1903, to the 
 City Trust, Safe Deposit and Surety Company of Philadel- 
 phia, Trustee, under which mortgage The Provident Life 
 and Trust Company of Philadelphia has been substituted as 
 Trustee. Upon the satisfaction of said mortgage the 
 bonds and shares of stock aforesaid shall be assigned and 
 delivered to Trustee, to be held subject to the terms and 
 provisions of this Indenture. 
 
 It is the intention to describe herein and to convey by 
 this Indenture, all estates, properties and franchises now 
 owned, held or possessed by Railroad Company, or to which 
 it is or at any time hereafter may be entitled, and all such 
 estates, properties, and franchises are and shall be by this 
 Indenture conveyed to and held, owned and enjoyed by 
 Trustee, its successors and assigns, as fully and completely 
 in all respects and to all intents as though the same and 
 each and every part, portion, parcel and item thereof were 
 in this Indenture and in the particular description of the 
 property contained in this Indenture specifically and particu- 
 larly enumerated and described and no words of particular 
 description of property contained in this Indenture shall 
 in any wise limit, curtail or detract from or be deemed 
 held or construed to limit, curtail or detract from the 
 effect of the words of general description of property herein 
 contained. 
 
 To Have and to Hold, all and singular the estates, prop- 
 erties and franchises hereby granted, conveyed and assigned 
 or intended so to be, with the appurtenances, rents, issues, 
 income, profits, good will, rights, privileges, immunities, 
 benefits, reversions and remainders now or hereafter be- 
 longing or in any wise appertaining thereto, unto Trustee, 
 its successor or successors in the trust hereby created, its 
 and their assigns forever. 
 
H 
 
 Under and Subject , however, with respect to the estates, 
 properties and franchises hereby granted, conveyed and 
 assigned or mentioned and intended so to be, so far as they 
 attach thereto or to certain parts thereof, to a certain In- 
 denture of Mortgage made and executed by Railroad Com- 
 pany to The Fidelity Insurance, Trust and Safe Deposit 
 Company, (now Fidelity Trust Company), Trustee, dated 
 July ioth, 1895, to secure the payment of One million dol- 
 lars ($1,000,000) of the First Mortgage 5% bonds of Rail- 
 road Company, bearing even date therewith ; and 
 
 Also, under and subject pending the payment, cancellation 
 and retirement as herein provided, on or before January 
 1st, 1915, of the bonds secured by the three following Inden- 
 tures of Mortgage, to wit : — 
 
 (a.) A certain Indenture of Mortgage made and exe- 
 cuted by the Northampton Railroad Company, (now merged 
 and consolidated with Railroad Company) to the Fidelity 
 Trust Company, Trustee, dated January 1st, 1902, to se- 
 cure the payment of Three hundred thousand Dollars 
 ($300,000) First Mortgage 5% bonds, bearing even date 
 therewith ; 
 
 ( b .) A certain Indenture of Mortgage made and exe- 
 cuted by Railroad Company to the City Trust, Safe Deposit 
 and Surety Company, Trustee; and whereof The Provident 
 Life and Trust Company of Philadelphia has been appointed 
 substituted Trustee; dated September 24th, 1903, to secure 
 the payment of Three million dollars ($3,000,000) ConsolF 
 dated Mortgage Bonds of Railroad Company, dated October 
 1st, 1903; and of which bonds One million seven hundred 
 thousand dollars ($1,700,000) have been issued and certi- 
 fied, One million three hundred and eighty thousand dollars 
 ($1,380,000) thereof being held by sundry persons, firms 
 and corporations, and the remaining Three hundred and 
 twenty thousand dollars ($320,000) by Railroad Company; 
 
 (c.) A certain Indenture of Mortgage made and exe- 
 cuted by the Lehigh and Delaware Railroad Company, (now 
 merged and consolidated with Railroad Company) to The 
 Provident Life and Trust Company of Philadelphia, Trus- 
 
1 5 
 
 tee, dated July 8th, 1904, to secure the payment of Seven 
 hundred and fifty thousand dollars ($750,000) General 
 Mortgage 5% Bonds, bearing even date therewith; and of 
 which Bonds Six hundred and fifty thousand dollars ($650,- 
 000) are issued and outstanding. 
 
 In Trust , Nevertheless , under and subject to the con- 
 ditions and provisions hereinafter set forth, and for the 
 equal and proportionate benefit and security of the re- 
 spective persons, firms, co-partnerships, associations, limited 
 partnerships and corporations who may or shall at any time 
 own the bonds and interest coupons payment whereof shall 
 be secured by this Mortgage, or any, or either of them, 
 and for enforcing the payment thereof, when payable, in 
 accordance with the true intent and meaning of the cove- 
 nants and agreements of this Mortgage and of the said 
 bonds, and of said interest coupons, and without preference, 
 priority or distinction as to lien or otherwise of any one 
 bond over any other bond by reason of priority in the time 
 of issue, or otherwise. 
 
 Provided , Always , However f and these presents are 
 upon the express condition that if Railroad Company, its 
 successors or assigns, shall well and truly pay or cause to 
 be paid the principal and interest of all and singular the 
 several bonds issued by Railroad Company payment whereof 
 shall be secured by this Mortgage at the times and in the 
 manner therein prescribed, and shall also well and truly 
 perform and observe all the other covenants, promises and 
 conditions and each and every of them, in said bonds and 
 interest coupons and in these presents respectively ex- 
 pressed to be kept, performed and observed by or on the part 
 of Railroad Company, then this Mortgage and all and sin- 
 gular the estates and rights hereby granted shall cease, de- 
 termine and be null and void, and Trustee, its successor or 
 successors, its and their assigns, shall forthwith cause satis- 
 faction and discharge to be entered upon the record of 
 these presents, and shall upon demand re-convey, re-trans- 
 fer, and re-assign to Railroad Company, its successors and 
 assigns all and singular the estates, properties and fran- 
 
i6 
 
 chises, then subject to the lien of this Mortgage; otherwise 
 these presents shall be and remain in full force. 
 
 This Indenture Further Witnesseth, that Railroad Com- 
 pany has agreed and covenanted and hereby does agree and 
 covenant with Trustee and its successors in the trust, and 
 with the respective holders from time to time of the said 
 bonds and interest coupons, or any thereof, as follows, that 
 is to say: — 
 
 Article I. 
 
 The maximum amount of all the bonds issued by Railroad 
 Company and certified by Trustee for all purposes under 
 this Mortgage shall not exceed the sum of Fifteen million 
 dollars ($15,000,000), and all of said bonds shall be of like 
 tenor and date except as to serial letters and numbers, 
 rate of interest and redemption price which shall be fixed 
 and determined, from time to time, by the Board of Direc- 
 tors of Railroad Company, when and as the same are 
 issued. 
 
 Article II. 
 
 The said bonds shall be executed, certified and delivered, 
 as follows: — 
 
 Section i. Upon the execution and delivery of this Mort- 
 gage, and without awaiting the record thereof, Trustee shall 
 forthwith certify and deliver to Railroad Company, upon 
 the written order of the President or any Vice-President 
 thereof, Four million dollars ($4,000,000) par value of 
 said bonds to be designated Series “A,” and numbered 
 from A 1 to A4000, both numbers inclusive, bearing inter- 
 est at the rate of five per centum ( 5 % ) per annum and re- 
 deemable at one hundred and five per centum (105%) of 
 their par value, and accrued interest ,said bonds or the pro- 
 ceeds thereof to be used only for the following purposes, 
 to wit: — 
 
 (a.) For the payment, cancellation and retirement on or 
 before January 1st, 1915, of the First Mortgage 5% bonds 
 
i7 
 
 of the Northampton Railroad Company, the Consolidated 
 Mortgage 5% Bonds of Railroad Company, and the Gen- 
 eral Mortgage 5% Bonds of the Lehigh and Delaware 
 Railroad Company, as hereinbefore provided and upon such 
 payment, cancellation and retirement of said bonds, the 
 mortgages securing the same shall be duly satisfied. 
 
 ( b .) For the payment and liquidation of the floating in- 
 debtedness of Railroad Company; the construction of addi- 
 tional shops and yard facilities; the extension of the lines 
 of Railroad Company by the purchase of connecting 
 lines or otherwise and providing additional capital. 
 
 Section 2. One million dollars ($1,000,000) of said 
 bonds shall be reserved by Railroad Company, and shall be 
 certified by Trustee and delivered to Railroad Company 
 from time to time, when and as the President or any Vice- 
 President of Railroad Company shall direct in writing, upon 
 the surrender and cancellation of First Mortgage Bonds of 
 Railroad Company, dated July 10th, 1895, secured by 
 mortgage of Railroad Company, bearing even date there- 
 with, to The Fidelity Insurance, Trust and Safe Deposit 
 Company (now Fidelity Trust Company), Trustee, upon 
 the basis of One thousand dollars ($1,000) par value of the 
 bonds reserved as aforesaid for every One thousand dol- 
 lars ($1000) par value of the said First Mortgage bonds 
 so surrendered and cancelled, and upon the surrender and 
 cancellation of all of said First Mortgage bonds, the mort- 
 gage securing the same shall be duly satisfied. 
 
 Railroad Company agrees that from and after the date 
 of this Indenture, no bonds secured by any of the fore- 
 going mortgages, shall be issued or certified under the 
 terms thereof. 
 
 If at any time hereafter Railroad Company shall pur- 
 chase or acquire any railroad lines or other property, sub- 
 ject to the lien of one or more mortgages thereon, for 
 which any bonds secured by this Indenture shall be 
 issued under the provisions of Section 3 of this Article, 
 to reimburse Railroad Company for the actual cash cost of 
 such property, an amount of bonds secured hereby equal in 
 
i8 
 
 par value to the par value of the bonds issued and outstand- 
 ing, under said mortgages, shall be transferred from the Ten 
 million dollars ($10,000,000) of bonds reserved under Sec- 
 tion 3 of this Article and added to the One million dollars 
 ($1,000,000) of bonds reserved under this Section 2, and 
 thereafter such bonds so transferred shall only be certified 
 by Trustee and delivered to Railroad Company, upon the 
 surrender and cancellation of bonds issued and outstand- 
 ing under said mortgages, upon the basis of One thousand 
 dollars ($1,000) par value of the bonds transferred here- 
 under, as aforesaid, for every One thousand dollars ($1,000) 
 par value of the bonds, issued and outstanding under said 
 mortgages, so cancelled and surrendered, and upon the sur- 
 render and cancellation of all the bonds secured by any 
 such mortgage, the same shall be duly satisfied. 
 
 Section 3. Subject to the provisions of Section 2 hereof, 
 Ten million dollars ($10,000,000) par value of said bonds 
 shall be certified by Trustee and delivered to Railroad 
 Company from time to time to reimburse it for the actual 
 cash cost of extensions, enlargements and additions to the 
 mortgaged estates and properties, excepting rolling stock, 
 purchased or constructed by it and paid for subsequent 
 to July 1st, 1914, or of the shares of stock and securities 
 of other corporations, actually acquired and paid for by 
 Railroad Company after said date and deposited with 
 Trustee, to be held subject to the lien hereof; provided, 
 however, that no shares of stock or securities of other cor- 
 porations shall be acquired, saving of corporations which 
 shall at the time own, control, or be lessee of, or have oper- 
 ating rights over lines of railroad connecting with the rail- 
 roads now owned, controlled, leased, or operated under 
 trackage rights, by Railroad Company, or any extensions, 
 enlargements or additions thereto, which Railroad Com- 
 pany may hereafter own, control, lease or operate under 
 trackage rights; Provided, further, that no bonds shall be 
 certified by Trustee and delivered to Railroad Company, 
 under this Section 3, unless and until Railroad Company 
 shall deliver to Trustee, the following, to-wit : — 
 
19 
 
 In the case of bonds to reimburse Railroad Company 
 for the actual cash cost of extensions, enlargements and ad- 
 ditions : 
 
 (a.) A statement, signed and sworn to, by the President 
 or any Vice-President and the Treasurer or chief accounting 
 officer of Railroad Company, stating, that Railroad Com- 
 pany since July i, 1914, has purchased, constructed or ac- 
 quired extensions, enlargements and additions to the mort- 
 gaged estates and properties, and describing the same 
 and setting forth the actual cash cost thereof ; that said ex- 
 tensions, enlargements and additions are useful, and appro- 
 priate adjuncts or protection, in the carrying on of the 
 business of Railroad Company, and that no expenditures for 
 maintenance, repairs, renewals, or replacements, which, in 
 the proper practice of companies carrying on business sim- 
 ilar to that conducted by Railroad Company, are charged 
 to operating expenses, have been treated as an extension, 
 enlargement or addition, and that nothing has been included 
 which, with proper regard to the nature and condition of 
 the property, ought to have been considered as a repair, 
 replacement, offset to depreciation or other operating ex- 
 pense; and stating further that Railroad Company has not 
 been reimbursed for any part of such actual cash cost, either 
 in bonds issued under this or any other Article of this 
 Indenture, or bonds secured by any other mortgage or 
 mortgages upon such extensions, enlargements or additions 
 or upon any part of the estates, properties or franchises 
 covered by this Indenture. 
 
 ( b .) An opinion, signed by counsel satisfactory to Trus- 
 tee, stating that said extensions, enlargements or additions 
 have been legally acquired by Railroad Company; that 
 Railroad Company has good record title free from all 
 mortgage or lien debts, other than the mortgages or any 
 of them as defined in Section 2 of this Article, and if any of 
 said mortgages are liens upon the said extensions, enlarge- 
 ments and additions, the opinion shall specify them, and 
 free also from all other encumbrances and easements, ex- 
 
20 
 
 cept such, if any, as in his judgment will not seriously de- 
 tract from the value thereof to Railroad Company. Said 
 opinion shall also state that the lien of this Indenture or a 
 supplemental Indenture executed for the purpose is a valid 
 lien of record on said extensions, enlargements and addi- 
 tions. 
 
 (c.) A certified copy of a resolution of Railroad Com- 
 pany’s Board of Directors, requesting that such bonds — - 
 the particulars of which shall be stated — shall be certified 
 and delivered. 
 
 In the case of bonds to reimburse Railroad Company 
 for the actual cash cost of shares of stocks and securities 
 of other corporations: 
 
 ( aa .) A statement signed and sworn to by the President 
 or any Vice-President and the Treasurer or chief accounting 
 officer of Railroad Company, stating the general nature and 
 character of such securities, the amount thereof acquired by 
 Railroad Company and the amount of the outstanding capital 
 stock and bonded debt of the corporation issuing same; 
 the actual cash cost of such shares of stock and securities 
 to Railroad Company and that such actual cash cost is not 
 in excess of the fair value thereof to Railroad Company; 
 that said shares of stock and securities were pur- 
 chased and paid for by Railroad Company after July i, 
 1914; and that Railroad Company has not been reimbursed 
 for any part of such cash cost either in bonds issued under 
 this or any other Article of this Indenture, or bonds secured 
 by any other mortgage or mortgages upon such securities 
 or upon any part of the estates, properties or franchises 
 mortgaged by this Indenture. 
 
 ( bb .) The shares of stock and securities acquired in ac- 
 cordance with this Section 3, for the cost of which reim- 
 bursement is so sought; same to be either in negotiable 
 form or registered in such name or names as Trustee may 
 require. 
 
 (cc.) A certified copy of a resolution of Railroad Com- 
 pany’s Board of Directors requesting that such bonds — the 
 particulars of which shall be stated — shall be certified and 
 delivered. 
 
21 
 
 Section 4. Before certifying or delivering any of said 
 bonds, Trustee shall detach and cancel all coupons thereon 
 then matured and deliver same to Railroad Company. 
 
 Section 5. Before executing any of the bonds to be is- 
 sued under Sections 2 and 3 hereof, the Board of Directors 
 of Railroad Company shall by resolution duly adopted, fix 
 and determine the rate of interest which the bonds then 
 proposed to be issued shall bear not exceeding, however, 
 the rate of five per centum (5%) per annum; the price at 
 which the same shall be subject to redemption, not exceed- 
 ing one hundred and five per centum (105%) of the par 
 value thereof, and said bonds shall bear interest at the rate 
 so determined and stipulated therein, and in the coupons 
 for the interest attached thereto, and shall be redeemable 
 at the price so determined and stipulated therein, notwith- 
 standing the fact that other bonds issued hereunder bear 
 a different rate of interest, or are redeemable at a different 
 price. 
 
 Section 6. Pending the engraving of the definitive bonds. 
 Railroad Company may issue, and Trustee shall certify tem- 
 porary registered bonds, without coupons, in lieu of said 
 bonds hereinabove authorized to be issued and certified. 
 Said temporary bonds shall be of the denomination of 
 One thousand dollars ($1,000) each, or any multiple 
 thereof, and in substantially the form of the definitive 
 bonds, subject to variation as to rate of interest and re- 
 demption price, and distinguishing letters and numbers, to 
 differentiate the several series, and shall be exchangeable 
 for engraved bonds when issued. 
 
 Article III. 
 
 Railroad Company will at all times, so long as the bonds 
 issued hereunder, or any of them, remain outstanding and 
 unpaid, cause to be kept at its office, in the City of Phila- 
 delphia, Pennsylvania, or at the office of Trustee, suitable 
 books ,for the transfer and registration of such bonds as 
 may be presented for the purpose. 
 
 After registration, the said bonds shall pass only by 
 
22 
 
 transfer on the books of Railroad Company, noted also 
 on the bonds, but they may be discharged from regis- 
 tration by being transferred to bearer, after which they 
 shall pass by delivery until again registered. The coupons 
 shall, in all cases, be negotiable by delivery, whether 
 the respective bonds be registered or not. 
 
 Article IV. 
 
 Section i. All or any of the bonds hereby secured may be 
 redeemed, at the option of Railroad Company, at any in- 
 terest period before maturity by payment of the redemp- 
 tion price stipulated therein, and the accrued interest to 
 date of redemption. Whenever Railroad Company desires 
 to so redeem bonds it shall give notice thereof in writing 
 to Trustee, not less than seventy-five (75) days before such 
 interest period, and Trustee shall thereupon draw by lot the 
 specified number of bonds and Railroad Company shall give 
 notice of the bonds so drawn, by publication once a week for 
 eight successive weeks in one daily newspaper published 
 in the City of Philadelphia, specifying the numbers of the 
 bonds so drawn for redemption, and the date when the 
 said bonds shall be due and payable at the redemption price 
 stipulated therein and the accrued interest thereon, at the 
 office of Railroad Company and that interest thereon will 
 cease on said date. 
 
 Section 2. In case any bonds so drawn for redemption 
 shall not be presented to Railroad Company for redemption 
 on the date specified in said notice, Railroad Company shall 
 within thirty (30) days thereafter deposit with Trustee as 
 a special fund the amount required for the redemption of 
 the bonds not presented as aforesaid; said fund shall be 
 held by Trustee for the redemption of the said bonds, and 
 all liability of Railroad Company to the holders thereof on 
 account of the principal and interest of said bonds shall 
 thereupon cease, determine and be completely discharged 
 and the holders thereof shall thereafter be restricted abso- 
 lutely to said fund for any claim of whatsoever nature on 
 their part under said bonds or this Indenture. 
 
23 
 
 All bonds so redeemed shall with all the coupons be 
 forthwith cancelled. 
 
 Article V. 
 
 Section i. Railroad Company will pay the principal 
 amounts of said bonds, and the interest coupons thereon to 
 the several holders thereof, as and when the same respect- 
 ively become due and payable, according to their tenor, with- 
 out deduction from either the principal or interest for or 
 on account of any tax or taxes, except succession or inher- 
 itance taxes, which Railroad Company or Trustee may be 
 required to pay thereon or retain therefrom, under any 
 present or future laws of the United States or of the State 
 of Pennsylvania or New Jersey, or any municipality 
 thereof, Railroad Company hereby agreeing to pay any 
 such tax or taxes so far as it may lawfully do so, except 
 as above provided. 
 
 Section 2. Railroad Company will pay all taxes, rates, 
 levies, and assessments lawfully levied or assessed upon 
 the premises, rights, franchises and privileges, shares 
 of stock and securities covered by the lien hereof, 
 or intended so to be or upon any part thereof 
 as and when the same shall become lawfully due 
 and payable, and will not suffer any mechanics’, la- 
 borers’, statutory or other liens or right of way claims 
 to remain outstanding upon the property aforesaid or 
 any part thereof, the lien whereof might or could be held 
 to be prior to the lien of this Mortgage, and will not suffer 
 any other matter or thing whatever whereby the lien hereof 
 might be impaired, but Railroad Company shall have the 
 right to contest by legal proceedings any tax, rates, levies 
 or assessments or any such liens or claims, and pending 
 such contests may delay or defer the payments thereof. 
 
 Section 3. Railroad Company will punctually pay to the 
 holders of its First Mortgage bonds, secured by mort- 
 gage above recited, dated July 10th, 1895, the interest on 
 said bonds when and as the same shall become due and 
 
24 
 
 payable according to the tenor thereof, and shall and will 
 pay and satisfy the whole of said bonds, principal and in- 
 terest upon the maturity thereof without further delay, 
 and thereupon cause the mortgage securing the payment 
 thereof to be satisfied. 
 
 And Railroad Company will pay, cancel and retire on or 
 before the first day of January, 1915, the First Mortgage 
 5% Bonds of the Northampton Railroad Company, the 
 Consolidated Mortgage 5% Bonds of Railroad Company 
 and the General Mortgage 5% Bonds of the Lehigh and 
 Delaware Railroad Company now issued and outstanding, 
 as hereinbefore provided, and pending such payment, can- 
 cellation and retirement will pay, or cause to be paid, the 
 interest on said bonds, as and when such interest shall be- 
 come due and payable. 
 
 Section 4. Railroad Company further covenants and 
 agrees that it will not, directly or indirectly, extend or as- 
 sent to the extension of the time for payment of any cou- 
 pon upon any of the bonds secured by this Indenture, and 
 that it will not, directly or indirectly, be a party to or ap- 
 prove any arrangement therefor by purchasing or refund- 
 ing said coupons or in any other manner. In case the pay- 
 ment of any such coupon should be so extended by, or with 
 the consent of Railroad Company, such coupon so ex- 
 tended shall not be entitled, in case of default hereunder, 
 to the benefit or security of this Indenture, except subject to 
 the prior payment in full of the principal of all the bonds 
 outstanding and all interest appertaining thereto, the pay- 
 ment of which has not been so extended; the intention 
 of this Indenture being to prevent any accumulation of 
 unpaid coupons after maturity, unless the payment thereof 
 is postponed, as set forth above. 
 
 Article VI. 
 
 Section i. Railroad Company will so long as any of said 
 bonds hereby secured, are outstanding and unpa'd, keep, 
 and maintain the premises and property hereby granted, 
 
25 
 
 conveyed and assigned, or intended so to be and which may 
 hereafter be acquired as aforesaid, and every part thereof 
 in good order and repair and fit for efficient use and opera- 
 tion and shall and will from time to time replace such por- 
 tions of the railroad, buildings, bridges, structures, ar>- 
 purtenances, equipment and rolling stock hereby conveyed 
 and which may hereafter be acquired as aforesaid, or the 
 whole of them, as often as they shall be sold, disposed 
 of, exchanged, or worn out by use, or destroyed by tire 
 or otherwise, with new or other railroad tracks, bridges, 
 buildings, structures, appurtenances, equipment and roll- 
 ing stock of not less quality and value than that sold, dis- 
 posed of, worn out, destroyed, or exchanged as aforesaid, 
 and hereby conveyed or intended so to be, and shall and 
 will from time to time, and at all times, perpetuate and 
 maintain the same in good working order and condition, ef- 
 ficiency and repair; and Railroad Company further cov- 
 enants and agrees that it will keep all structures and insur- 
 able property hereby conveyed well and sufficiently insured, 
 and agrees that in case of loss or injury by fire the proceeds 
 of insurance shall be set apart from all other funds, and used 
 only in repair or renewal of the property insured and de- 
 stroyed, or for additions, extension and betterments to the 
 other property and premises hereby granted, conveyed and 
 assigned or intended so to be. 
 
 Section 2. Railroad Company shall and will conduct and 
 carry on its business in a proper and efficient manner and 
 keep proper books of account which, together with all 
 other books and documents relating to the business of 
 Railroad Company, shall be kept at its office in the City of 
 Philadelphia or elsewhere within the State of Pennsylvania, 
 and shall at all reasonable times be open to the inspection 
 of Trustee, and of such person or persons as Trustee shall 
 from time to time appoint, in writing. 
 
 Article VII. 
 
 Until default shall have been made by Railroad Com- 
 pany in the payment of the principal or interest of the 
 
26 
 
 bonds hereby secured, or of the mortgage bonds above 
 recited, or any of them, according to the tenor and effect 
 thereof, or in the performance of the covenants or any of 
 them herein expressed to be kept and performed by Rail- 
 road Company, it shall have possession, use, enjoyment and 
 control of all the estates, properties and franchises, hereby 
 granted, conveyed and assigned, or intended so to be, and 
 shall receive the rents, issues, income and profits thereof* 
 and shall have control over the shares of stock and other 
 securities pledged hereunder to the extent hereinafter pro- 
 vided. 
 
 Article VIII. 
 
 Section i. All the shares of stock and other securities 
 capable of registration pledged with Trustee under this 
 Mortgage shall be transferred to and registered in the 
 name of Trustee, provided that until default shall be made 
 as herein provided, Trustee shall permit and suffer Railroad 
 Company to retain all the authority, powers and privileges 
 belonging to or incident to the ownership of the shares of 
 stock and securities hereby pledged, including the right to 
 collect the interest and dividends thereon not inconsistent 
 with the right of the Trustee as herein expressed. 
 
 Section 2. So long as no default has been made 
 as aforesaid Trustee will execute and deliver from 
 time to time to Railroad Company, or to such 
 person or persons as may be designated by its Board 
 of Directors, such powers, authorities, proxies and 
 orders as may be necessary and expedient for en- 
 joying the powers and privileges hereby retained and 
 reserved to Railroad Company, including the power to 
 vote said shares in favor of leases, consolidations and 
 mergers, provided , however , that none of said shares shall 
 be voted so as to authorize the creation of any lien 
 charge or encumbrance prior to the lien or obligation of 
 this Indenture, or affecting the priority thereof in any wise 
 or to authorize the increase of the capital stock of any of the 
 
27 
 
 companies, the shares of which are pledged under this 
 Mortgage except upon terms satisfactory to Trustee, and 
 such limitations shall be contained in each and every proxy 
 given by Trustee in pursuance of the terms hereof. 
 
 Article IX. 
 
 Railroad Company will, from time to time, make, do, exe- 
 cute, acknowledge, and deliver such further acts, deeds,, 
 covenants and assurances in the law as may be reason- 
 ably required for effectuating the intention of these 
 presents and for the better assuring or confirming 
 unto Trustee and its successors in the trust hereby 
 created upon the trusts and for the purposes herein 
 expressed, all and singular the property, real, personal and 
 mixed, estates, leases, agreements, franchises, rights and 
 privileges hereby granted, bargained, sold, aliened, re- 
 mised, released, conveyed, transferred, assigned and set 
 over, or intended so to be, either now owned or pos- 
 sessed, or hereafter owned, possessed or acquired by 
 Railroad Company. 
 
 Article X. 
 
 Section i. Railroad Company shall have the right at all 
 times to sell or exchange, free from the lien of this Inden- 
 ture, any of the estates and premises, shares of stock,, 
 securities and other property subject to the lien hereof which 
 in the judgment of its Board of Directors shall no longer 
 be useful or necessary in the proper and judicious man- 
 agement of its business. Such sale or exchange shall be 
 made only upon the authority of a resolution of Board of 
 Directors of Railroad Company authorizing such sale or 
 exchange, describing the property and stating the price 
 in case of sale or the value of the property to be received 
 in exchange. Upon filing a certified copy of such resolu- 
 tion and the presentation of a certificate signed and 
 sworn to by the President or any Vice-President of Railroad 
 Company as to the adequacy of such price or value, Trus- 
 tee shall release from the operation and lien of this In- 
 
28 
 
 denture, assign and transfer the property so sold or ex- 
 changed, and such certified copy of resolution and certi- 
 ficate of price or value shall be the sole and sufficient au- 
 thority to Trustee for such release. 
 
 Section 2. The proceeds of all sales made under the 
 provisions of Section 1 hereof, shall be forthwith de- 
 posited with Trustee, and shall at the option of Railroad 
 Company, be applied by Trustee upon the written request 
 of the President or any Vice-President of Railroad Com- 
 pany as follows: — 
 
 (1) To the reimbursement of Railroad Company for 
 the actual cash cost of real or personal property acquired 
 by it, necessary for use in connection with the mortgaged 
 estates, properties and franchises, or the actual cash cost 
 of permanent betterments, improvements or extensions 
 thereof; provided, that no payment shall be made by Trus- 
 tee to Railroad Company unless and until Railroad Com- 
 pany shall deliver to Trustee (a.) a statement, signed and 
 sworn to by the President or any Vice-President and the 
 Treasurer or chief accounting officer of Railroad Com- 
 pany describing the property so acquired, or the permanent 
 betterments, improvements or extensions so made, and 
 setting forth the actual cash cost thereof; that said prop- 
 erty, betterments, improvements or extensions are useful 
 and appropriate in the carrying on of the business of 
 Railroad Company, and that no part of the cost thereof 
 should in the proper practice of companies carrying on 
 business similar to that conducted by Railroad Company, 
 be chargeable to operating expenses, and that said prop- 
 erty, betterments, improvements or extensions include noth- 
 ing which, with proper regard to the nature and condition 
 of the property ought to be considered as a repair, replace- 
 ment, offset to depreciation or other operating expense; 
 and stating further that Railroad Company has not been 
 reimbursed for any part of such actual cost, either in bonds 
 issued under the provisions of this Indenture or otherwise. 
 <(b.) An opinion signed by counsel satisfactory to Trustee, 
 
29 
 
 stating that such property, betterments, improvements 
 or extensions have been legally acquired by Railroad 
 Company; that Railroad Company has good record title 
 thereto free and clear of all liens and encumbrances, 
 other than the lien or liens of the underlying mort- 
 gages hereinbefore recited, and that the lien of this 
 Indenture is a valid lien of record thereon; and (c.) a cer- 
 tified copy of a resolution of Railroad Company’s Board 
 of Directors authorizing Trustee to apply said proceeds in 
 the manner specified in said written request ; or 
 
 (2) To the redemption of bonds secured hereby, in the 
 manner provided in Article IV hereof; Provided, However, 
 that if any property so sold shall be subject to the lien of 
 any mortgage prior hereto, the proceeds from the sale 
 thereof, shall, if necessary, be deposited with and held and 
 applied by the trustee of said mortgage, in accordance 
 with the terms thereof, Railroad Company hereby covenant- 
 ing, that on satisfaction of such prior mortgage, any pro- 
 ceeds of such sale remaining with said trustee shall forth- 
 with be paid directly to Trustee hereunder to be held and 
 applied in accordance with the terms hereof. 
 
 Section 3. All property acquired with the proceeds of 
 sales or taken in exchange shall immediately be and be- 
 come subject to the lien of this Indenture as if specifically 
 mortgaged hereby, but if requested by Trustee, Railroad 
 Company will convey and assign the same to Trustee by 
 appropriate instruments, upon the trusts and for the pur- 
 poses of this Indenture and all shares of stock or other 
 securities acquired therewith shall be forthwith assigned 
 and transferred to Trustee to be held by it subject to the 
 terms and provisions of this Indenture. 
 
 Section 4. Railroad Company may, without any release 
 hy Trustee, sell or otherwise dispose of any contracts, 
 claims and choses in action, and any equipment, machin- 
 ery, tools or implements not required for its purposes and 
 use, and sell or dispose of any materials or supplies. 
 
30 
 
 Section 5. Railroad Company shall, if requested by 
 Trustee, furnish, and the Trustee shall be wholly protected 
 in relying upon the written opinion of counsel of Railroad 
 Company that the property acquired by Railroad Com- 
 pany upon the release, assignment or transfer of any of 
 the mortgaged property as above provided, has been made 
 subject to the lien of this Indenture, as aforesaid. 
 
 Section 6. In case the mortgaged estates, properties 
 and franchises shall be in the possession of a Receiver 
 lawfully appointed, the aforesaid powers of sale, exchange 
 and disposition conferred on Railroad Company may be 
 exercised by such Receiver, with the approval of Trustee ; 
 and if Trustee shall be in possession under the terms of 
 this Indenture, then all the said powers of sale, exchange 
 and disposition conferred on the Railroad Company may 
 be exercised by Trustee. 
 
 Section 7. In no event shall any grantee or grantees, 
 purchaser or purchasers, of any property, real or personal, 
 sold or disposed of by virtue of any of the aforesaid 
 powers, be required to see to the application of the pur- 
 chase money. 
 
 Article XI. 
 
 Section i. Railroad Company may, by and with the 
 consent and approval in writing of Trustee, take up and 
 remove such part or parts of its lines as may cease to be 
 necessary for the conduct of its business, should such taking 
 up and removal be deemed advisable by the Board of Di- 
 rectors of Railroad Company and be duly authorized by a 
 proper resolution of said board. 
 
 Section 2. Railroad Company may at any time make 
 any change in the location of any of the tracks, depots, sta- 
 tion or freight houses, shops and other buildings and struc- 
 tures upon any part of the mortgaged premises, and Trus- 
 tee, upon conveyance or actual provision for the conveyance 
 to it under the terms of this Indenture of such new tracks 
 
3i 
 
 and structures, and the premises on which the same may be 
 erected, free and clear of all liens and encumbrances, other 
 than the lien or liens of the underlying mortgages herein- 
 before recited, shall at the request of Railroad Company 
 release from the lien of this Indenture the tracks, buildings 
 and other structures, the location of which shall be so 
 changed, and the premises on which they were erected, and 
 shall execute and deliver any and all instruments necessary 
 and proper to effect such purpose. 
 
 Section 3. Railroad Company from time to time may 
 make changes or alterations in, or substitutions for any 
 leases, trackage rights or agreements that are subject to 
 this Indenture; provided, however, that no such change, 
 alteration, or substitution shall be made if thereby the con- 
 tinuity of the lines of railroad of the system of Railroad 
 Company shall be destroyed. Any modified, altered or sub- 
 stituted leases, agreements or trackage rights, if any there 
 be, shall forthwith become subject to the lien of this Inden- 
 ture in the same manner as those previously existing. 
 
 Article XII. 
 
 In case default shall be made and shall continue for 
 ninety (90) days in the payment of any interest accru- 
 ing upon any one or more of the said bonds, when 
 the same shall become due, according to the terms 
 thereof, or in the payment of any tax, levy or assessment, 
 as herein agreed, after the same shall become lawfully 
 due and payable, or in the payment of the principal of 
 one or more of the said bonds at maturity, or if default 
 shall be made and continue, as aforesaid, by Railroad 
 Company in the due observance or performance of any 
 other covenant or condition herein required to be kept 
 or performed by it, then, and in such case, Railroad Com- 
 pany, upon demand of Trustee, shall and will forthwith 
 surrender to Trustee actual possession and Trustee shall 
 be entitled forthwith, with or without process of law, to 
 enter into and upon and take possession of all and singular 
 
32 
 
 the estates and premises subject to the lien of this Mort- 
 gage, or intended so to be, and each and every part 
 thereof, with all records, books, papers and accounts of 
 Railroad Company, and to exclude Railroad Company 
 and its agents and servants wholly therefrom, and shall 
 have, hold and use the same, controlling, managing and 
 operating by its superintendents, managers, receivers, 
 servants, or other agents or attorneys, the said property, 
 with the appurtenances, and conducting the business and 
 operation thereof, and exercising the franchises appertain- 
 ing thereto, and making from time to time, at the expense 
 of the trust estate, all repairs and replacements and such 
 useful additions, alterations and improvements thereon 
 and thereto as Trustee may deem proper and judicious, and 
 may collect and receive all income, dividends, rents, royal- 
 ties, issues, and profits of same, and every part thereof, 
 and after deducting the cost thereof, and of all repairs, 
 replacements, additions, alterations and improvements so 
 made, and all payments made for taxes, levies and assess- 
 ments, and other proper charges upon said property, or 
 any part thereof, and as well reasonable compensation for 
 the services of Trustee, its agents, clerks and attorneys, shall 
 apply the remainder of the moneys so received by it as 
 follows : In case the principal of said bonds shall not have 
 become due, to the payment of the interest upon said 
 bonds, and in case said principal shall have become due, 
 or have been declared due, then to the payment of the 
 principal and accrued interest upon said bonds pro rata, 
 without any preference or priority whatsoever, and with- 
 out preference of interest over principal or of principal 
 over interest. 
 
 Article XIII. 
 
 In case of any default on the part of Railroad Com- 
 pany, of the nature and character, and in respect of the 
 matters specified in Articles VII and XII hereof or else- 
 where herein, then, if the holders of a majority in 
 amount of the bonds hereby secured then outstanding un- 
 paid and not called for redemption, so elect, and, if so 
 
33 
 
 required by Trustee, shall produce their bonds to Trustee, 
 and shall notify Trustee in writing of such election, the 
 whole of the principal of all of said bonds then outstand- 
 ing, as aforesaid, shall forthwith be declared by Trustee 
 to be and shall immediately become due and payable, any- 
 thing herein or in said bonds to the contrary notwith- 
 standing, but such election may be reversed or annulled in 
 like manner, before any sale of the property mortgaged or 
 pledged hereunder shall have been made, by the holders of 
 a like majority of said bonds so that the obligation thereof 
 shall be the same as if said election had not been made; 
 provided and it is hereby declared that no such election, 
 reversal or annulment thereof shall extend to or be taken 
 to apply to any subsequent default, or impair the rights re- 
 sulting therefrom. 
 
 Article XIV. 
 
 Section i. The principal of the said bonds having be- 
 come due at maturity or by default and remaining unpaid as 
 herein provided, it shall be lawful for Trustee, after entry, 
 as above provided, or without entry, to proceed to sell at 
 public auction, in whole or in part, as shall be deemed 
 by it most advantageous, unto the highest bidder, all 
 and singular the property, real, personal and mixed, 
 estates and franchises, shares of stock and other se- 
 curities that shall then be subject to the lien, operation 
 and effect of this Mortgage, with the appurtenances 
 thereof and all benefit and equity of redemption of Rail- 
 road Company, its successors or assigns, therein. Such 
 sale shall be made by Trustee or by its attorney or attor- 
 neys, agent or agents, in the City of Philadelphia; State 
 of Pennsylvania, after notice stating the time and place 
 of the sale and containing a brief general description of 
 the property to be sold shall have been given by Trustee, 
 by publication in at least one daily newspaper published 
 in the said City of Philadelphia, and in one daily newspaper 
 published in the City of New York once in each week for 
 eight consecutive weeks (together with such other notice as 
 
34 
 
 may be required by law), and Trustee may, without further 
 advertising sudh sale, adjourn the same, from time to time, 
 for such period or periods as it may deem advisable, and, 
 after such sale, shall execute, acknowledge and deliver to the 
 purchaser or purchasers a good and sufficient deed of con- 
 veyance of said real property and assignments and transfers 
 of said personal property, shares of stock and securities, 
 which shall be a perpetual bar both in law and equity against 
 Railroad Company, its successors or assigns, and all per- 
 sons claiming by, through or under it, or them, with respect 
 to any of the property so sold. And Railroad Company 
 hereby irrevocably appoints and constitutes Trustee and its 
 successors and assigns its true and lawful attorney or attor- 
 neys in its name and stead to make all conveyances, assign- 
 ments and transfers necessary to effectuate such sale or 
 sales hereby ratifying and confirming all that its said attor- 
 ney or attorneys shall lawfully do by virtue hereof. 
 
 Section 2. Railroad Company will, if and when there- 
 unto requested, thereafter make, execute, and deliver such 
 deeds, assignments and other instruments as may be required 
 to confirm and assure such title and ownership in and to 
 such purchaser or purchasers. 
 
 The receipt of Trustee shall be a sufficient discharge 
 to the purchaser or purchasers of all of the property so 
 sold, or any part thereof, for his or their purchase money ; 
 and the purchaser shall not be bound to see to the applica- 
 tion of the purchase money. 
 
 Section 3. In case of any such sale as aforesaid, the 
 principal of all the bonds secured hereby, if not previously 
 ■due, shall immediately thereupon become and be due and 
 payable, anything in said bonds or in this Indenture con- 
 tained to the contrary notwithstanding. 
 
 Section 4. Upon the making of any such sale Trustee 
 shall apply the proceeds thereof as follows : — 
 
 (a.) To the payment of the costs and expenses of such 
 sale, including reasonable compensation to Trustee, its 
 
35 
 
 agents, attorneys, and counsel, and all expenses, liabilities 
 and advances made and incurred by Trustee, and all taxes, 
 assessments, insurance premiums and other charges. 
 
 ( b .) To the payment of the whole amount of the prin- 
 cipal and interest then owing or unpaid upon said bonds, 
 or any of them, whether said principal by the terms of 
 said bonds be then due or yet to become due; in case such 
 proceeds are insufficient to pay in full the whole amount of 
 principal and interest then owing and unpaid upon said 
 bonds, the same shall be paid ratably, in proportion to the 
 amount unpaid upon them respectively, without preference 
 of one bond over another, or of interest over principal, or 
 of principal over interest; provided, however, that no cou- 
 pon belonging to any bond hereby secured, which in any 
 way, at or after maturity, shall have been transferred or 
 pledged separate and apart from the bond to which it 
 relates, shall, unless accompanied by such bond, be entitled 
 on distribution of the proceeds of a sale of the mortgaged 
 premises hereunder, to any benefit of or from this Indenture 
 except after the prior payment in full of the principal of 
 the bonds secured hereby and all coupons and interest 
 obligations not so transferred or pledged. 
 
 Trustee shall pay over the surplus, if any, on demand to 
 Railroad Company, its successors or assigns, or as any 
 Court of competent jurisdiction may direct. 
 
 Article XV. 
 
 Section i. In case of any default on the part of Railroad 
 Company and continuing as hereinbefore provided, Trus- 
 tee, upon being requested so to do by the holder or holders 
 of a majority in amount of said bonds at the time out- 
 standing, unpaid and not called for redemption, and, if re- 
 quired by it, upon the deposit with it of all bonds on behalf 
 of which such request is made, and upon being reasonably 
 indemnified against all costs, charges and expenses, shall 
 take all such other proceedings at law or in equity as may 
 be requisite to protect the rights of the holders of the 
 said bonds. Until such request shall have been made Trus- 
 
36 
 
 tee shall have full power and authority to commence and 
 prosecute such proceedings at law or in equity, from time 
 to time, as it may deem necessary and proper, for the due 
 protection and enforcement of the rights of the holders of 
 said bonds, or any of them, subject, however, as to any such 
 proceedings commenced by Trustee of its own motion, to the 
 right of waiver or revocation in writing on the part of the 
 holder or holders of a majority in amount of said bonds then 
 outstanding and unpaid and not called for redemption as 
 hereinbefore provided. 
 
 Section 2. Upon the commencement of any proceedings 
 to enforce the rights of Trustee or the bondholders here- 
 under, Trustee shall be entitled to the appointment, by any 
 court of competent jurisdiction, of a receiver or receivers of 
 the whole or any part of the property hereby mortgaged, and 
 of the earnings, income, rents, issues and profits thereof 
 pending the result of such proceedings, with such power to 
 said receiver or receivers as the court making any such ap- 
 pointments may confer. 
 
 Article XVI. 
 
 The foregoing powers of entry and of sale are reme- 
 dies cumulative to all other remedies, suits, actions and 
 proceedings at law, or in equity, for the protection and 
 security of the several owners of the bonds entitled to the 
 security of this Mortgage, and Trustee, in case of any de- 
 fault, as hereinbefore mentioned, or upon or after any other 
 act done or omitted to the injury of the bondholders, or 
 which impairs or jeopardizes the security expressed and 
 intended to be afforded hereby, may, in its discretion (unless 
 such default, act or omission be waived in writing as afore- 
 said by the holders of a majority in amount of said bonds) 
 and upon being reasonably indemnified against its expenses 
 to be thus incurred, pursue any other remedy and institute 
 any other suit, action or proceeding to effect the protection 
 and security hereby sought to be afforded. 
 
37 
 
 Article XVII. 
 
 Section i. It is expressly understood and agreed that no 
 suit or proceeding for the foreclosure of this Mortgage 
 shall be instituted or prosecuted by the holder of any of said 
 bonds until after Trustee shall have been requested in writ- 
 ing, by the holder or holders of a majority in amount of said 
 bonds outstanding unpaid and not called for redemption, to 
 take such action, with tender of bonds for deposit with it as 
 aforesaid, and an offer of reasonable indemnity against its 
 expenses to be thus incurred shall have been made to Trus- 
 tee, and it shall have refused or failed to comply with such 
 request within thirty (30) days after the same shall have 
 been made, nor shall any action of Trustee or of the bond- 
 holders hereunder or both, in waiving any default, extend 
 to, or be taken to affect any subsequent default or to impair 
 any rights arising thereunder, as herein provided. 
 
 Section 2. No delay or omission of the Trustee, or of 
 any holders of bonds hereby secured, to exercise any right or 
 power accruing upon any default continuing as aforesaid, 
 shall impair any such right or power or shall be construed to 
 be a waiver of any such default or an acquiescence 
 therein, and every power and remedy given hereby to the 
 Trustee or to the bondholders, may be exercised from 
 time to time and as often as may be deemed expedient 
 by the Trustee or by the bondholders. 
 
 Section 3. It is further expressly understood and 
 agreed that in case of default as aforesaid and if in order to 
 preserve the franchises of Railroad Company, and to avoid 
 a sale hereunder, any plan of reorganization shall be pro- 
 posed with provisions for the modification of this Indenture, 
 so far as to authorize and require the creation of new liens 
 upon the mortgaged premises, property and franchises prior 
 and superior to the lien hereof, then and in every such case 
 the holders of eighty-five per cent. (85%) in amount of all 
 outstanding bonds hereby secured, may, in writing, direct 
 Trustee, on behalf of all the holders of all bonds then or 
 
38 
 
 thereafter issued hereunder, to acquiesce in the provisions of 
 such plan ; which plan also may determine and provide for 
 the interests of other creditors and lienors and of the share- 
 holders of Railroad Company. This special power, how- 
 ever, is granted to the holders of eighty five per cent. 
 (85%) in amount of all outstanding bonds hereby secured 
 upon the express condition that no bond hereby secured and 
 then outstanding shall be changed as to amount or date 
 of payment of principal or rates or dates of payment 
 of interest. Thereupon, but not otherwise, Trustee shall 
 by writing acquiesce in such provisions of such plan, 
 and such acquiescence by Trustee shall constitute the 
 irrevocable assent of all holders of bonds and coupons 
 hereby secured to any such accepted modifications, as 
 set forth in such plan and necessary to give effect to such 
 provisions thereof. All such modifications so affecting this 
 Indenture and the bonds and coupons hereby secured shall 
 be reduced to a written agreement between Railroad Com- 
 pany and Trustee, and such agreement shall be recorded 
 in the Counties where this Indenture is recorded ; and thence- 
 forth shall be deemed to be part of this Indenture, and there- 
 after the lien of this Indenture and of the bonds hereby 
 secured, shall be deemed to be and shall be subordinate to 
 such new and prior liens created pursuant to such plan, but 
 only to the extent specified in such written agreement. 
 
 Article XVIII. 
 
 Upon any sale, whether made under the power of sale 
 hereby granted or pursuant to judicial proceedings, any 
 purchaser shall be entitled, in making settlement or pay- 
 ment of the purchase price of the property purchased, to 
 present to the person or persons legally authorized to re- 
 ceive the payment of such purchase price, and to turn in or 
 use, any of the bonds and coupons secured hereby then ma- 
 tured and unpaid, said bonds and coupons being computed 
 for that purpose at a sum equal to, but not exceeding, that 
 which shall be payable out of the net proceeds of said sale 
 to such purchaser as the holder of said bonds and coupons 
 
39 
 
 for his just share and proportion of said net proceeds; but 
 if the proportion so payable in respect of such bonds and 
 coupons shall be less than the amount for which the Rail- 
 road Company may be liable thereon, then the receipt en- 
 dorsed thereon of the amount to be so allowed or credited 
 thereon shall constitute partial payment and settlement of 
 such bonds and coupons and shall be conclusive proof of the 
 amount thereof ; but such bonds and coupons so applied in 
 payment by the purchaser shall be deemed to be paid only 
 to the extent so applied, as the same shall appear from said 
 receipt endorsed thereon as above provided. 
 
 At any such sale Trustee or any of the bondholders may 
 bid for and purchase the property sold, and may make 
 payment therefor as aforesaid, and upon compliance with 
 the terms of sale may hold, retain and dispose of said prop- 
 erty for their, its or his own use, without further account- 
 ability. 
 
 Article XIX. 
 
 Railroad Company hereby irrevocably waives all benefit 
 of any present or future valuation, stay, extension or re- 
 demption laws, and hereby irrevocably waives all rights to 
 have the premises covered by the lien hereof, or any part 
 thereof, or the franchises, marshalled upon any such sale 
 thereof, and consents that all of the same may be sold as 
 one property or in such parts as may be most advantageous 
 to the holders of said bonds. 
 
 Article XX. 
 
 For the debt and bonds secured hereby Railroad Company 
 is liable in personam , and any deficiency after exhausting the 
 security created hereby may be enforced against Railroad 
 Company, and it is expressly agreed by the parties hereto, 
 and by every person who shall take or hold any of said 
 bonds, that no recourse shall be had for the payment of the 
 principal and interest of the said bonds or any thereof, 
 against any incorporator or any past, present or future stock- 
 
40 
 
 holder, director or officer of Railroad Company by virtue 
 of any statute or by the enforcement of any assessment or 
 otherwise howsoever, and that all such liability, however 
 arising, is by the acceptance of said bonds by the holders 
 thereof thereby expressly waived. 
 
 Article XXL 
 
 Section i. Nothing contained in this Indenture or in any 
 bond hereby secured, shall prevent Railroad Company from 
 entering into any lawful consolidation or merger with, 
 or any lease to, any other corporation or corporations, 
 or any conveyance and transfer (subject to the continuing 
 lien of this Indenture and to all the provisions thereof), of 
 all the hereby mortgaged estates, properties and franchises 
 as an entirety to a corporation at that time existing under 
 and by virtue of the laws of the United States or any State 
 thereof, and lawfully entitled to acquire the said estates, 
 properties and franchises ; provided, however, that such con- 
 solidation, merger, lease or sale shall not impair the lien 
 and security of this Indenture, or any of the rights or 
 powers of Trustee, or of the bondholders hereunder, and 
 that, upon any such consolidation, merger, lease or sale, 
 the due and punctual payment of the principal and interest 
 of all said bonds according to their tenor, and the due and 
 punctual performance and observance of all the covenants 
 and conditions of this Indenture, shall be assumed by any 
 corporation formed by such consolidation or merger, or 
 leasing or purchasing as aforesaid. 
 
 Section 2. In case Railroad Company shall be consoli- 
 dated or merged as aforesaid with any other corporation, or 
 shall sell, convey and transfer, subject to this Indenture, all 
 the mortgaged estates, properties and franchises, as an en- 
 tirety as aforesaid, every successor corporation formed 
 by such consolidation or into which Railroad Company 
 shall have been merged, or which shall have purchased and 
 received any conveyance and transfer as aforesaid, shall, 
 upon executing and causing to be recorded an Indenture to 
 
4i 
 
 Trustee, satisfactory to Trustee, whereby such successor cor- 
 poration shall assume the due and punctual payment of the 
 principal and interest of the bonds hereby secured, and the 
 performance of all the covenants and conditions of this In- 
 denture, succeed to, and be substituted for Railroad Com- 
 pany ; with the same effect as if it had been named herein as 
 party of the first part hereto, and, subject to all the terms, 
 conditions and restrictions herein prescribed, Trustee shall 
 certify and deliver any of such bonds upon the order of such 
 successor corporation. All bonds so issued shall in all re- 
 spects have the same legal rank and security as the bonds 
 issued in accordance with the terms of this Indenture, as 
 though all of said bonds had been issued at the date of the 
 execution hereof. 
 
 Article XXII. 
 
 If any of said bonds shall be mutilated, lost or destroyed, 
 Railroad 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 letter and number, which bond, when so issued, 
 shall be certified by Trustee upon the filing with it of a certi- 
 fied copy of the resolutions of Board of Directors of Rail- 
 road Company authorizing the issue of such new bond, and 
 upon receiving indemnity, satisfactory to Trustee. 
 
 Article XXIII. 
 
 Section i. Trustee may resign as Trustee under this 
 Mortgage by giving not less than sixty (60) days’ notice 
 in writing to Railroad Company, or by such shorter 
 notice as Railroad Company shall accept as sufficient, and 
 upon the due execution and delivery of such conveyance and 
 instrument or instruments m writing to its successor duly 
 appointed as will legally transfer the trust and trust estate. 
 
 Section 2. Trustee may be removed at any time by an 
 instrument or concurrent instruments in writing delivered to 
 it, by the holders of two-thirds in amount of the bonds se- 
 
42 
 
 cured hereby and then outstanding, or by their attorneys-in- 
 fact duly authorized. 
 
 Section 3. The word “Trustee” as used in this instru- 
 ment, 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 es- 
 tates, powers, rights, benefits and indemnities granted hereby 
 to the Trustee named herein. 
 
 Section 4. In case of the resignation, removal or incapa- 
 city of Trustee, Railroad CQmpany may, if no default shall 
 have been made by it in the performance of the covenants 
 herein contained, appoint a new Trustee, by an instrument in 
 writing, under its corporate seal; if such default shall exist 
 Railroad Company shall appoint such new Trustee as may 
 be nominated by an instrument in writing signed by the 
 holders of a majority of the bonds secured hereby and then 
 outstanding; Provided, however, that in either event such 
 new Trustee shall be a Trust Company of good standing, 
 having its principal office in the City of Philadelphia, the 
 capital and surplus whereof shall not be less than Two mil- 
 lion dollars; and provided further, that it will accept the 
 trust upon reasonable and customary terms. 
 
 Section 5. Any successor Trustee, shall within ten days 
 of the delivery to it of the instrument of appointment, exe- 
 cute in duplicate and deliver to Railroad Company and to 
 Trustee last in office, respectively, an acceptance in writing 
 of the trusts and provisions of this Indenture. 
 
 Section 6. The appointment of any successor Trustee 
 shall take effect upon the delivery of its acceptance in writing 
 to Railroad Company or at the time the resignation, removal 
 or incapacity of the former Trustee takes effect, which- 
 ever shall last happen, and thereupon without any further 
 act, deed or conveyance such successor Trustee shall become 
 vested with all of the estates, properties and franchises cov- 
 ered by this Indenture, and all of the rights, powers and 
 
43 
 
 trusts hereunder with like effect as if originally named as 
 Trustee herein, and any Trustee ceasing from any cause 
 to be such Trustee herein, shall duly deliver any and all 
 property and moneys held hereunder to the successor Trus- 
 tee so appointed; and shall by itself or jointly with said 
 Railroad Company, upon demand of the successor Trustee, 
 and said Railroad Company, by itself or jointly with said 
 outgoing Trustee, upon like demand shall make, execute, ac- 
 knowledge and deliver any conveyances, assignments or 
 other instruments in writing that may be necessary or that 
 counsel may advise for more fully and certainly vesting in 
 and confirming to such successor Trustee the estates, prop- 
 erties and franchises or any thereof covered by this Inden- 
 ture, and confirming in such successor Trustee the powers 
 of Trustee hereunder. 
 
 Section 7. Upon the acceptance by any successor Trus- 
 tee of the appointment as Trustee hereunder, it shall be the 
 duty of Railroad Company to execute a certificate under its 
 corporate seal setting forth the removal, resignation or in- 
 capacity of the former Trustee and the appointment and 
 acceptance of the successor Trustee, and to cause the 
 same to be recorded in the same manner that this Indent- 
 ure shall have been recorded, and any person dealing with 
 said successor Trustee on the faith of such certificate 
 shall be fully protected thereby. 
 
 Section 8. Successive removals and appointments as 
 herein provided, may be made from time to time as often 
 during the continuance of this trust as occasion may arise. 
 
 Article XXIV. 
 
 Trustee, for itself and its successors, hereby accepts the 
 trusts and assumes the duties herein created and imposed 
 upon it, but only upon the following terms and conditions, 
 to wit: 
 
 (a.) Trustee shall be protected in acting upon any no- 
 tice, request, consent, certificate, bond or other paper or 
 
44 
 
 document believed by it to be genuine and to have been 
 signed by the proper party. 
 
 ( b .) Trustee may select and employ in and about the 
 execution of this trust suitable agents and attorneys, 
 whose reasonable compensation shall be paid to Trustee 
 by Railroad Company, or in default of such payment shall 
 be a lien ppon the mortgaged premises and property, and 
 the proceeds thereof prior to the lien of this Mortgage. 
 
 (c.) Trustee, save for gross negligence or willful de- 
 fault or misconduct, shall not be liable for any loss or 
 damage, occasioned by it or by any of its agents. 
 
 (< d .) Trustee shall have a lien upon the mortgaged prem- 
 ises, property and funds for its reasonable expenses, coun- 
 sel fees and compensation incurred in and about the exe- 
 cution of the trust hereby created, and the exercise and 
 performance of its powers and duties hereunder, prior to 
 the lien of this Mortgage, and shall be entitled to interest 
 at 6% per annum upon all advances made by it. 
 
 (< e .) Trustee shall be under no obligation or duty to 
 keep itself informed as to the performance or non-per- 
 formance of Railroad Company’s covenants herein con- 
 tained, or as to the maintenance of fire insurance, or as to 
 the payment of any taxes or assessments on the bonds is- 
 sued or the properties or securities mortgaged, or to re- 
 quire such payments, nor shall Trustee be liable for any 
 taxes or assessments of any kind upon any of the bonds 
 issued or upon the properties or securities mortgaged or 
 pledged under this Indenture nor for its failure to have any 
 such securities registered in its name, nor to see to the 
 proper application of the proceeds of any bonds issued 
 hereunder; and Trustee shall be under no obligation or 
 duty to perform any act hereunder, or defend any suit in 
 respect hereof, unless reasonably indemnified against all 
 costs, expenses and charges likely to be incurred by it. 
 
 (Y.) Trustee shall not be bound to recognize any per- 
 son as a bondholder unless nor until his bonds are sub- 
 mitted to Trustee for inspection, if required, and his title 
 satisfactorily established, if disputed. 
 
45 
 
 ( g .) The exclusive right of action hereunder shall be 
 vested in Trustee, until refusal or failure on its part so 
 to act; and no bondholder shall be entitled to enforce 
 these presents until after demand made upon Trustee, 
 accompanied by tender of indemnity, as aforesaid, and a 
 refusal or failure by Trustee to act in accordance with said 
 demand. 
 
 (h.) The recital of facts in this Mortgage and in said 
 bonds contained shall be taken as statements by Railroad 
 Company, and shall not be construed as m/ade by Trus- 
 tee. 
 
 (i.) Trustee shall not be required to see to the record of 
 this Mortgage nor of any supplemental mortgage or in- 
 strument given in assurance thereof. 
 
 (/.) Only such bonds as shall have endorsed thereon a 
 certificate in substantially the form hereinbefore recited, 
 duly signed by Trustee, shall be of the series of bonds 
 secured by this Mortgage and Trustee shall not by sign- 
 ing the same assume any responsibility for the validity of 
 the proceedings authorizing the execution of said bonds 
 and of this Mortgage, or for the title of Railroad Com- 
 pany to the property, premises and rights described herein 
 or for the validity or priority of the lien or charge pur- 
 porting to be thereby created. 
 
 Article XXV. 
 
 Section i. If any of said bonds or coupons shall not be 
 presented for payment at the times and places designated 
 therefor, Railroad Company may at any time thereafter de- 
 posit with Trustee the principal amount of all the bonds and 
 coupons outstanding and unpaid, for the use and benefit of 
 the holder or holders thereof respectively, and thereupon 
 all liability of Railroad Company to the holders of said 
 bonds and coupons shall forthwith cease, determine and be 
 completely discharged and the holders of said bonds and 
 coupons shall thereafter be restricted absolutely to said 
 fund for any claim of whatsoever nature on their part 
 under this Indenture or on said bonds or coupons; and 
 
46 
 
 thereupon this Mortgage shall become void and of no 
 effect; and it shall be the duty of Trustee, upon payment 
 to it of its reasonable charges, if any, incurred in the per- 
 formance of this trust, without further delay to enter or 
 cause to be entered, satisfaction of record of this Mort- 
 gage. 
 
 Section 2. Upon such fund so held by Trustee it shall be 
 obliged to pay interest only at the current rate allowed 
 by it upon similar deposits. 
 
 Article XXVI. 
 
 All of the covenants, stipulations and agreements of 
 Railroad Company in this Indenture contained, shall bind 
 the successors and assigns of Railroad Company, whether 
 so expressed or not. 
 
 In Witness Whereof , the said parties have caused their 
 corporate seals to be hereunto affixed duly attested by 
 their respective Secretaries or Assistant Secretaries and 
 these presents to be signed by their respective Presidents 
 or Vice-Presidents this first day of July, A. D. 1914. 
 
 [seal] 
 
 [seal] 
 
 Lehigh and New England Railroad 
 Company, 
 
 By 
 
 S. D. WARRINER, 
 
 President. 
 
 Attest: 
 
 H. F. Baker, 
 
 Secretary. 
 
 Guarantee Trust and Safe Deposit 
 Company, 
 
 By 
 
 H. J. DELANY, 
 
 Vice-President. 
 
 Attest: 
 
 Howard E. Young, 
 
 Secretary. 
 
47 
 
 State of Pennsylvania, ) 
 
 7 \§S 
 
 City and County of Philadelphia, ( 
 
 Be it Remembered, That on this Twenty-Fourth day 
 of October, A. D. 1914, personally came H. F. Baker, 
 who, being duly sworn according to law, doth depose 
 and say that he was personally present and did see the 
 common or corporate seal of the above named Lehigh 
 and New England Railroad Company affixed to the fore- 
 going indenture of mortgage; that the seal so affixed is the 
 common or corporate seal of the said Lehigh and New 
 England Railroad Company, and was so affixed by author- 
 ity of the said corporation as the act and deed thereof ; 
 that the above named S. D. Warriner is the president of 
 the said corporation, and he signed the said indenture of 
 mortgage as such in the presence of this deponent; that 
 this deponent is the secretary of the said corporation; and 
 that the name of this deponent above signed in attestation 
 of the due execution of the said indenture of mortgage is 
 of this deponent’s own proper handwriting. 
 
 H. F. BAKER. 
 
 Sworn and subscribed to before me the day and year 
 aforesaid. 
 
 In Witness Whereof , I have hereunto set my hand and 
 affixed my official seal, this Twenty-Fourth day of October, 
 A. D. 1914. 
 
 Thos. J. Hunt, 
 
 Notary Public. 
 
 My commission expires Jan. 21, 1915. 
 
 [seal] 
 
48 
 
 State of Pennsylvania, 
 County of Philadelphia 
 
 Be it Remembered, That on this Twenty-Fourth day 
 of October, A. D. 1914, before me, Thomas J. Hunt, 
 personally appeared H. F. Baker, to me known, who, being 
 by me duly sworn according to law, on his oath doth 
 depose and say that he is the secretary of the Lehigh and 
 New England Railroad Company, the mortgagor in the 
 foregoing indenture of mortgage named; that the seal 
 affixed to the said indenture of mortgage is the corporate 
 seal of the said Lehigh and New England Railroad Com- 
 pany; that it was so affixed by order of the said Lehigh 
 and New England Railroad Company; that S. D. Warri- 
 ner is the President of the said Lehigh and New England 
 Railroad Company; that he saw the said S. D. Warriner as 
 such President sign the said indenture of mortgage, and 
 heard him declare that he signed, sealed and delivered the 
 same as the voluntary act and deed of the said corpora- 
 tion, by its order; and that this deponent signed his name 
 thereto at the same time as a subscribing witness. 
 
 Sworn and subscribed to before me the day and year 
 above written. 
 
 In Witness Whereof , I have hereunto set my hand and 
 affixed my official seal, this Twenty-Fourth day of October, 
 A. D. 1914. 
 
 H. F. BAKER. 
 
 Thos. J. Hunt, 
 
 [seal] 
 
 Foreign Commissioner of Deeds for New Jersey 
 in Pennsylvania at the City and County of 
 Philadelphia, S. W. Cor. 5th and Walnut Sts. 
 
49 
 
 State of Pennsylvania, 
 
 City and County of Philadelphia, 
 
 Be it Remembered, That on this Twenty-Fourth day 
 of October, A. D. 1914, before me, a notary public for 
 the State of Pennsylvania, residing in the city of Philadel- 
 phia, came Howard E. Young, who, being duly sworn 
 according to law, doth depose and say that he was per- 
 sonally present and did see the common or corporate seal 
 of the above-named Guarantee Trust and Safe Deposit 
 Company of Philadelphia affixed to the foregoing accept- 
 ance ; that the seal so affixed is the common or corporate seal 
 of the said Guarantee Trust and Safe Deposit Company, and 
 was so affixed by authority of the said corporation as the 
 act and deed thereof; that the above-named H. J. Delany 
 is the vice-president of the said corporation, and did sign 
 the said acceptance as such in the presence of this deponent ; 
 that this deponent is the secretary of the said corporation, 
 and that the name of this deponent above signed in attesta- 
 tion of the due execution of the said acceptance is of this 
 deponent’s own proper handwriting. 
 
 HOWARD E. YOUNG. 
 
 Sworn and subscribed to before me the day and year 
 aforesaid. 
 
 In Witness Whereof , I have hereunto set my hand and 
 affixed my official seal, this Twenty-Fourth day of October, 
 A. D. 1914. 
 
 Thos. J. Hunt, 
 
 Notary Public. 
 
 My commission expires Jan. 21, 1915. 
 
 [seal] 
 
50 
 
 State of Pennsylvania, 
 County of Philadelphia 
 
 
 Be it Remembered, That on this Twenty-Fourth day 
 of October, A. D. 1914, before me, Thomas J. Hunt, 
 personally appeared Howard E. Young, to me known, who, 
 being by me duly sworn according to law, on his oath doth 
 depose and say that he is the Secretary of the Guarantee 
 Trust and Safe Deposit Company, the Trustee in the fore- 
 going indenture of mortgage named ; that the seal affixed to 
 the said acceptance is the corporate seal of the said Guar- 
 antee Trust and Safe Deposit Company; that it was so 
 affixed by order of the said Guarantee Trust and Safe 
 Deposit Company; that H. J. Delany is the vice-president 
 of the said corporation; that he saw the said H. J. 
 Delany as such vice-president sign the said acceptance, and 
 heard him declare that he signed, sealed, and delivered the 
 same as the voluntary act and deed of the said corporation, 
 by its order; and that this deponent signed his name there- 
 to at the same time as a subscribing witness. 
 
 Sworn and subscribed to before me the day and year 
 above written. 
 
 In Witness Whereof , I have hereunto set my hand and 
 affixed my official seal, this Twenty-Fourth day of October, 
 A. D. 1914. 
 
 HOWARD E. YOUNG. 
 
 Thos. J. Hunt, 
 
 [seal] 
 
 Foreign Commissioner of Deeds for New Jersey 
 in Pennsylvania at the City and County of 
 Philadelphia, S. W. Cor. 5th and Walnut Sts. 
 
5i 
 
 Northampton County, Pennsylvania. 
 
 Recorded in the Office for Recording of Deeds in and for 
 Northampton County, Pennsylvania in Mortgage Book Vol. 
 21 5, page i, &c. 
 
 Witness my hand and seal of Office this 26th day of 
 October, A. D. 1914. 
 
 E. C. YEAGER, 
 
 Per 
 
 H. O. Snyder, 
 
 [seal] De P t 
 
 Lehigh County, Pennsylvania. 
 
 Recorded in the Office for Recording of Deeds in and for 
 Lehigh County, Pennsylvania, in Mortgage Book Vol. 192, 
 page 643, &c. 
 
 Witness my hand and seal of Office this Twenty-sixth 
 day of October, A. D. 1914. 
 
 OLIVER T. WEABER, 
 
 [seal] Recorder. 
 
 Schuylkill County, Pennsylvania. 
 
 Recorded in the Office for Recording of Deeds in and for 
 Schuylkill County, Pennsylvania, in Mortgage Book Vol. 
 90, page 547. &c. 
 
 Witness my hand and seal of Office this 27 day of Oct., 
 A. D. 1914. 
 
 SAMUEL S. BAILEY, 
 
 [seal] Recorder. 
 
 By 
 
 John M. Owen, 
 
 Deputy Recorder. 
 
Carbon County, Pennsylvania. 
 
 Recorded in the Office for recording of Deeds in and for 
 Carbon County, Pennsylvania, in Mortgage Book Vol. 
 58, page 632, &c. 
 
 Witness my hand and seal of Office this 27th day of 
 October, A. D. 1914. 
 
 HORACE F. KEAT, 
 
 [seal] Recorder. 
 
 By 
 
 Jno. McAllister, 
 
 Deputy. 
 
 Monroe County, Pennsylvania. 
 
 Recorded in the Office for Recording of Deeds in and for 
 Monroe County, Pennsylvania in Mortgage Book Vol. 28, 
 page 218, &c. 
 
 Witness my hand and seal of Office this 4th day of Nov., 
 A. D. 1914. 
 
 E. H. ALTEMOSE, 
 
 [SEAL] Recorder of Deeds. 
 
 No. 7635 
 
 Received in the Clerk’s Office of the County of Warren, 
 New Jersey, on the 5th day of November, 1914, at 7.45 
 o’clock, a. m., and recorded in Book 85 of Mortgages for 
 said County on pages 120, &c. 
 
 G. HOWELL MUTCHLER, 
 
 Clerk. 
 
 No. 1 022 1 
 
 Received in the Clerk’s Office of the County of Sussex, 
 New Jersey on the 5th day of November, 1914, at 11 o’clock 
 a. m., and recorded in Book W-4 of Mortgages for said 
 County on pages 1, &c. 
 
 HARVEY S. HOPKINS, 
 
 County Clerk.