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Paul and Pacific Rail-Road Company, to convey, by way of release or otherwise, to the persons designated by the said company, the whole or any part of any lands acquired or held for the purposes of stations, depots, shops or other buildings, or the uses connected therewith; and shall also have power to convey as aforesaid any lands which, in the judgment of the trustees, shall not be necessary for use in connection with the said rail-road, or which may have been held for a supply of fuel, gravel or other material; and also to convey as aforesaid any lands which may become disused by reason of a change of the location of any station-house, depot, shop or other building connected with the said railway, and such land occupied by the track and adjacent to such stationhouse, depot, shop or other building, as the said company may deem it expedient to disuse or abandon by reason of such change, and to consent to any such change, and to such other changes in the location of the track as, in their judgment, shall have become expedient, and to make and deliver the conveyances necessary to carry the same into effect; but any lands which may be acquired for permanent use in substitution for any so released, shall be conveyed to the trustees upon the trusts of these presents; and the trustees shall also have full power to allow the said company, from time to time, to dispose of, according to their discretion, such portions of the equipments, machinery and implements, at any time held or acquired for the use of the said railway as may have become unfit for such use, replacing the same by new, which shall be conveyed to the trustees, or be otherwise made subject to the operation of these presents.

ARTICLE EIGHTH.-If the said Saint Paul and Pacific RailRoad Company shall well and truly pay the sums of money herein required to be paid by the said company, and all interest thereon, at the times and in the manner herein specified, and shall well and truly keep and perform all the things herein required to be kept or performed by the said company, according to the true intent and meaning of these presents, then, and in that case, the estate, right, title and interest of the said parties of the second part, and of their successors in the trust hereby created, shall cease, determine and become void; otherwise the same shall be and remain in full force and virtue.

ARTICLE NINTH.-The party of the first part hereby covenants, promises and agrees to and with the parties of the second part, that it will not in any manner pledge or affect the earnings of the said eighty miles of its rail-road, from Saint Paul to Watab, for or by any liability created for the construction of its rail-road, or any part thereof, additional to

the said eighty miles thereof, from Saint Paul to Watab, or raising means for such additional construction; and that in every agreement or contract to be made by it for such additional construction, or raising means therefor, a provision shall be inserted by it, that the said earnings shall not in manner be pledged for, or affected by, any liability created by such agreement or contract.

ARTICLE TENTH.-It is hereby declared and agreed, that it shall be the duty of the trustees to exercise the power of entry hereby granted, or the power of sale hereby granted, or both, or to take appropriate legal proceedings to enforce the rights of the bondholders under these presents, upon the requisition, in writing, as hereinafter specified as applicable to the several cases of default, in the manner, and subject to the qualifications hereinafter provided, as follows:

1. If the default be as to interest or principal of any bonds provided for by these presents, such requisition upon the said trustees shall be by holders of not less than one hundred thousand dollars in aggregate amount of the said bonds; and upon such requisition, and a proper indemnification by the persons making the same to the trustees against the costs and expenses to be by them incurred, it shall be the duty of the trustees to enforce the rights of the bondholders under these presents by entry, sale or legal proceedings, as they, being advised by counsel learned in the law, shall deem most expedient for the interest of all the holders of the said bonds.

2. If the default be in any other provision herein contained to be performed or kept by the said company, then the requisitions shall be as aforesaid; but it shall be within the discretion of the trustees to enforce or waive the rights of the bondholders by reason of such default, subject to the power hereby declared of a majority in interest of the holders of the said bonds, by requisition in writing, or by a vote at a meeting duly held to instruct the said trustees to waive such default, or to enforce their rights by reason thereof, provided that no action of the said trustees, or bondholders, or both, in waiving such default, or otherwise, shall extend to, or be taken to affect any subsequent default, or to impair the rights resulting therefrom.

ARTICLE ELEVENTH.-It is mutually agreed, by and between the parties hereto, that the word "trustees," as used in these presents, shall be construed to mean the trustees for the time being, whether one or both be original or new; and, whenever a vacancy shall exist, to mean the surviving or continuing trustee; and such trustee shall, during such vacancy, be competent to exercise all the powers granted by these presents to the parties of the second part. And it is mutually

agreed, by and between the parties hereto, as a condition on which the parties of the second part have assented to these presents, that the said trustees shall not be in any manner responsible for any act, default or misconduct of each other, nor for any default or misconduct of agents by them employed, nor shall either of them be answerable except for his own wilful default or misconduct; that the said trustees shall be entitled to just compensation for all services which they may hereafter render in their trust, to be paid by the said company; that either of the said trustees, or any successor, may resign and discharge himself of the trust created by these presents, by notice in writing to the Saint Paul and Pacific Rail-Road Company, and to the existing trustee, if there be such, three months before such resignation shall take effect, or such shorter time as he may accept as adequate notice, and upon the due execution of the conveyances hereinafter required; that the said trustees, or either of them, may be removed by the vote of a majority in interest of the holders of the aforesaid bonds, the said vote being had at a meeting, duly held, of the said bondholders, and attested by an instrument under the hands and seals of the persons so voting; that in case at any time hereafter either of the said trustees, or any trustee hereafter appointed, shall die, or resign or be removed, as herein provided, or by a court of competent jurisdiction, or shall become incapable or unfit to act in the said trust, a successor to such trustee shall be appointed by the surviving or continuing trustee, with the consent of the holders, for the time being, of a majority in interest of the said bonds then outstanding, or the consent of a meeting, duly held, of the holders of said bonds; and the trustee so appointed, with the trustee so surviving or continuing, shall thereupon become vested with all the powers, authorities and estates granted to or conferred upon the parties of the second part by these presents, and all the rights and interests requisite to enable him to execute the purposes of this trust, without any further assurance or conveyance, so far as such effect may be lawful; but the surviving or continuing trustee shall immediately execute all such conveyances and other instruments as may be fit or expedient for the purpose of assuring the legal estate in the premises, jointly with himself, to the trustee so appointed; and upon the death, resignation or removal of any trustee, or any appointment in his place, in pursuance of these presents, all his powers and authorities, by virtue hereof, shall cease; and all the estate, right, title and interest in the said premises, of any trustee so dying, resigning or being removed, shall, if there be a co-trustee surviving or continuing in

office, wholly cease and determine; but the said trustee, so resigning or being removed, shall, on the written request of the new trustee who may be appointed, immediately execute a deed or deeds of conveyance to vest in such new trustee, jointly with the continuing trustee, and upon the trusts herein expressed, all the property, rights and franchises which may be at that time held upon the said trusts. And in case it shall at any time hereafter prove impracticable, after reasonable exertions, to appoint, in the manner herein before provided, a successor in any vacancy which may have happened in said trust, application in behalf of all the holders of the bonds secured hereby may be made by the surviving or continuing trustee; or, if the trust be wholly vacant, by holders of the said bonds to the aggregate amount of one hundred thousand dollars, to any circuit court of the United States, for any judicial district in which any part of the aforesaid railway may be situate, for the appointment of a

new trustee or trustees.

IN WITNESS WHEREOF, the party of the first part hath caused its corporate seal to be hereunto affixed, and the same to be attested by the signatures of its president and secretary; and the parties of the second part have hereunto set their hands and seals, to testify their acceptance of the trust hereby created, the day and year first above written.

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