Order of Sale determined by Trustee Company not to Extend Time for l'ayment of Coupons Company's Covenant to Pay entitled to receive the same. In making any sale of the bonds. and mortgages which may constitute the Trust Fund, or any of them, the Trustee shall finally determine the order in which the deposited securities shall be sold. SECTION 9.-In order to prevent any accumulation, after maturity, of coupons, or of claims for interest upon registered bonds, the Company agrees and covenants that it will not, directly or indirectly, extend or assent to the extension of the time for the payment of any coupon or claim for interest upon any bond secured hereby; and it will not, directly or indirectly, be a party to, or approve, any such arrangement by purchas ing or funding such coupons or claims for interest upon registered bonds, or in any other manner. In case the time for payment of any such coupon or claim for interest shall be so extended, whether or not such extension be by or with the consent of the Company, such coupon or claim for interest shall not be entitled, in case of default hereunder, to the benefit or security of this Agreement, except subject to the prior payment in full of the principal of all bonds issued hereunder, then outstanding, and of all matured coupons and claims for interest on such bonds and interest accrued thereon, the payment of which has not been so extended. SECTION 10.-The Company covenants that (1) In case default shall be made in the payment of interest on any of the Company's Bonds when and as the same shall become payable as herein and therein expressed and such default shall have continued for sixty days, or (2) In case default shall be made in the payment of the principal of any of the Company's Bonds when the same shall become payable, as herein and therein expressed then upon demand of the Trustee, the Company will pay to the Trustee for the benefit of the holders of the Company's Bonds then outstanding and secured by the Trust Fund, the whole amount due and payable on all such bonds and coupons for principal or interest or both, as the case may be, with interest at the rate of six per cent. (6%) per annum upon the overdue instalments of interest from the date of maturity thereof and with interest on said principal sum at the rate of four per cent. (4%) per annum from the maturity of the last coupon until paid; and, in case the Company shall fail to pay the same forthwith upon such demand, the Trustee, in its own name and as Trustee of an express trust, shall be entitled to recover judgment for the whole amount so due, and unpaid, interest to be calculated continuously at the aforesaid rates until the date of the judgment. The Trustee shall be entitled to recover judgment as aforesaid Judgment either before or after or during the pendency of any proceedings Recovery of Article Eight, Sections One and Two for the enforcement of the lien of this Agreement upon the Trust Fund, and its right to recover such judgment shall not be affected by any sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the provisions of this Agreement, or for the foreclosure of the lien hereof; and, in case of a sale of the Trust Fund and of the application of the proceeds of sale to the payment of the indebtedness represented by the Company's Bonds and coupons, the Trustee in its own name and as Trustee of an express trust, shall be entitled to receive and to enforce payment of any deficiency or of any or all amounts then remaining due and unpaid upon any and all of the Company's Bonds then outstanding, for the benefit of the holders thereof, and shall be entitled to recover judgment for any portion of such indebtedness remaining unpaid, with interest as aforesaid. No recovery of any judgment by the Trustee, and no levy of any execution under any such judgment, upon the Trust Fund, or upon any other property, shall in any manner or to any extent affect or impair the lien of the Trustee upon the Trust Fund, or any part thereof, or any rights, powers or remedies of the Trustee hereunder, or any rights, powers or remedies of the holders of the Company's Bonds; but such lien, rights, powers and remedies shall continue unaffected and unimpaired as before, except as against the purchaser of any part of the Trust Fund at any sale made by the Trustee hereunder or under any judicial decree. Any moneys thus collected by the Trustee under this Section shall be applied by the Trustee in the manner provided in Section 7 of this Article. ARTICLE EIGHT. SECTION 1.-It is mutually agreed by and between the parties hereto that upon the payment of the principal and interest due upon all the Company's Bonds and upon the delivery of such bonds to the Trustee for cancellation, or properly cancelled, and upon the payment to the Trustee of all the expenses of the trust, the Trust Fund shall be delivered, reassigned and conveyed by the Trustee to the Company or its nominee, discharged of this trust. SECTION 2.-If no event of default, specified in Article Six hereof, shall then exist of which the Company has been notified in writing by the Trustee, payment to and deposit with the Trustee of the principal and interest to the dates upon which said bonds were payable, of any of the Company's Bonds which at the time of such payment are payable by the terms thereof (whether by reason of the provisions of any Amortization or Redemption clauses applicable to such bonds, or otherwise) and which shall not have been presented for payment, shall entitle the Company to withdraw from the Trust Fund bonds and mortgages for an unpaid principal sum equal to the amount of Determination of Article Eight, Sections Three and Four-Article Nine, Section One Company authorized to carry part of dis count as an asset Principal Amount of Trust Fund principal so deposited with the Trustee. Such deposit shall be made to the credit of each such bond, designating it by its series and number. Such deposit shall constitute full payment of each such bond and the interest thereon as between the Company and the holder thereof, and upon such deposit being made with the Trustee the holder of each such bond shall have no further rights in the Trust Fund and shall look for payment thereof only to the sums deposited with the Trustee to the credit of such bond and in no event to the Company. Such sum so deposited shall be held by the Trustee to the credit of and for the payment of such bonds and shall be paid by the Trustee to the holder thereof upon presentation and surrender to it or its agents of such bond with all outstanding coupons thereto belonging. The holder of such bond shall not be entitled to interest on the deposit in the hands of the Trustee. The moneys so deposited with the Trustee and not used for the payment of the Company's Bonds and Coupons presented for payment shall be returned by the Trustee to the Company at the expiration of three years from the date of such deposit. In that event the rights of the bondholder shall revive against the Company to the extent of the amounts so repaid by the Trustee to the Company but without interest thereon, but not his rights under this Agreement, nor to the security of the Trust Fund. SECTION 3.-At any time when all the Company's Bonds which have been authenticated by the Trustee shall be paid, or being at any time due shall have been provided for by the payment to and deposit with the Trustee as provided hereinbefore or hereinafter, or by any supplemental agreement applying to any series of bonds issued hereunder, and all the Trust Fund has been conveyed, assigned and delivered to the Company by the Trustee, this Agreement ipso facto shall cease and come to an end except as to the amounts so deposited with the Trustee in payment of bonds and coupons not presented for payment. SECTION 4. It is further agreed that if the Company's Bonds shall be placed upon the market by the Company at a price less than the face value thereof, the Company is authorized to carry in its assets an amount equal to nine-tenths of the discount; from the amount thus carried in its assets at least one-ninth must be written off annually. ARTICLE NINE. SECTION 1.-The Trust Fund at all times shall consist of bonds and mortgages of an aggregate principal sum unpaid thereon which together with the cash and other securities, if any, belonging to the Trust Fund as herein provided shall be equal to the aggregate principal amount of all the Company's Bonds then outstanding, and secured by the Trust Fund, and if at any time for any reason the aggregate principal sum unpaid on all the bonds and mortgages then constituting the Trust Article Nine, Section Two-Article Ten Fund shall exceed the aggregate principal sum of all the Company's Bonds then outstanding and secured thereby, the Company shall have the right to demand and to receive from the Trustee (if no event of default specified in Article Six hereof shall then exist of which the Company has been notified in writing by the Trustee) the assignment and delivery to it of bonds and mortgages belonging to the Trust Fund, for an unpaid principal sum equal to such excess. SECTION 2.-If at any time for any reason the Trust Fund shall be less than the amount herein provided, the Company shall within ten days after service upon it by the Trustee of a demand in writing so to do assign to and deposit with the Trustee bonds and mortgages of an unpaid principal amount equal to the amount of such deficiency. ARTICLE TEN. It is further mutually agreed by and between the parties hereto, and it is hereby declared that the following are conditions upon which the Trustee and its successor or successors in the trust hereby created have assented to these presents and accepted this trust, namely: (1) Subject to the rights herein conferred upon the Bondholders the Trustee shall have full discretion as to the time and manner in which it shall proceed for the collection of the amounts secured by the Trust Fund, or the sale of any bonds and mortgages therein, and shall be under no obligation to take any action hereunder unless first reasonably indemnified. (2) The Trustee shall be under no obligation to record this instrument or the assignment of any of the bonds and mortgages constituting the Trust Fund at any time, unless and until any default shall be made on the part of the Company in the payment of interest on the Company's Bonds or any of them, or unless and until in its judgment the protection of the Bondholders shall require such action on its part. (3) The Trustee shall be protected in acting upon any notice, request, consent, certificate, resolution, bond, mortgage, policy of insurance or other paper or document believed by it to be genuine and to have been signed or certified by any officer of the Company or by any other proper party, and upon any recital of fact therein contained, and all the recitals of fact in this Agreement shall be taken as statements by the Company and not by the Trustee. (4) It shall be no part of the duties of the Trustee to make investigation concerning nor shall it be responsible for the validity, nature or actual value of the bonds and mortgages so assigned to it, nor for the character or sufficiency of fire insurance on the mortgaged premises, nor Terms of Resignation of Removal Appointment of shall it be answerable except for the due certification as aforesaid of the Company's Bonds issued hereunder and for the custody and disposition of the Trust Fund, nor for anything whatever in connection with this trust except its own wilful misconduct or gross negligence. When and as soon as the Trustee shall have become aware or shall have been notified of the existence of an event of default, forthwith it shall notify the Company in writing of the existence of such event of default, specifying the same with reasonable detail. The Trustee shall be under no duty to ascertain any fact the existence of which shall entitle it to take any action under this instrument, nor be required to take any action whatever hereunder until the existence of all facts precedent to such action is established to the Trustee's satisfaction. The Company hereby agrees that it will, upon demand, pay to the Trustee its reasonable compensation and any and all reasonable expenses for agents, attorneys and counsel, or which it may otherwise, as provided in this instrument, incur, or for the payment of which it may become liable, in the performance of any of its duties as such Trustee. ARTICLE ELEVEN. It is further mutually agreed by and between the parties hereto that the Trustee, its successor or successors may resign the trust hereby created and be discharged from all duties hereunder, upon giving sixty (60) days' notice in writing to the Company, or upon such other notice as the Company may accept as sufficient; such resignation, however, shall not take effect until a successor Trustee shall be appointed as hereinafter provided, and that the said Trustee, or any successor Trustee may be removed from the office of such Trustee by the votes of the holders of seventyfive per cent. (75%) in amount of the Company's Bonds then outstanding, the said vote being had at a meeting of the Bondholders to be held in the City of New York, and to be called for that purpose by the Company, by the publication once a week for four successive weeks in three or more daily newspapers published in the City of New York, of a notice stating the time, place and object of such meeting, and such vote being attested by an instrument in writing under the hands and seals of the Chairman and Secretary of said meeting. At any such meeting a Bondholder may vote in person or by proxy. Proxies shall be in form satisfactory to the Company. Each Bondholder shall be entitled to one vote for each $100 of principal of the Company's Bonds by him owned. In case at any time hereafter the Trustee or any successor of the Trustee shall resign or be removed as herein provided, it shall be the duty of the Company to apply to the Supreme Court of the State of New York in the First Department or in such Department as at that time shall include the present Borough |