of all the said repairs, replacements, alterations, additions and improvements, and all payments which may be made for taxes, assessments, charges or liens prior to the lien of these presents upon the said premises, or any part thereof, as well as a just compensation for their or his own services, to apply the moneys arising as aforesaid to the payment of interest, in the order in which such interest shall have become or shall become due, rateably to the persons holding the coupons evidencing the right to such interest, and, after paying all interest which shall have become due, to apply the same to the satisfaction of the principal of the aforesaid bonds which may be at that time unpaid, rateably and without discrimination or preference.

ARTICLE THIRD.-In case default shall be made as aforesaid, and shall continue as aforesaid, it shall likewise be lawful for the said trustees or the survivor of them, or their or his successors, after entry as aforesaid, or other entry, or without entry, personally or by their or his attorneys or agents, to sell and dispose of all and singular the premises hereby conveyed, or intended so to be, at public auction, in the City of New-York, or at such place within the State of Minnesota as the said trustees may designate, and at such time as they may appoint, having first given notice of the place and the time of such sale, by advertisement published not less than three times a week for four months, or such shorter time, not less than forty days, as the party of the first part may, by resolution of its board of directors, assent to, in one or more newspapers in the cities of New-York and Saint Paul, or to adjourn the said sale, from time to time, in their or his discretion; and if so adjourning, to make the same at the time and place to which the same may be so adjourned; and on receiving full payment for the same, to make and deliver to the purchaser or purchasers thereof good and sufficient deed or deeds in the law for the same, in fee simple; which sale, made as aforesaid, shall be a perpetual bar, both in law and equity, against the party of the first part, and all other persons lawfully claiming or to claim the said premises, or any part thereof, by, from, through or under it; and after deducting from the proceeds of such sale just allowances for all expenses of the said sale, including attorneys' and counsel fees, and all other expenses, advances or liabilities which may have been made or incurred by the said trustees in operating or maintaining the said railway, or in managing its business while in possession, and all payments which may have been made by them for taxes or assessments, and for charges and liens prior to the lien of these presents on the said premises, or any part thereof, as well as

compensation for their own services, to apply the said proceeds to the payment of the principal of such of the aforesaid bonds as may be at that time unpaid, whether or not the same shall have previously become due; and of the interest which shall at that time have accrued on the said principal, and be unpaid, without discrimination or preference, but rateably to the aggregate amount of such unpaid principal and accrued and unpaid interest; and if, after satisfaction thereof, a surplus of the said proceeds shall remain, to pay over the same to the said Saint Paul and Pacific RailRoad Company, or to such other parties as may be entitled to receive the same.

And it is hereby declared, that the receipt or receipts of the said trustees shall be a sufficient discharge to the purchaser or purchasers of the premises for his or their purchase money, and that such purchaser or purchasers, his or their heirs, executors or administrators, shall not, after payment thereof, and having such receipts, be liable to see to its being applied upon or for the trusts and purposes of these presents, or in any manner whatsoever be answerable for any loss, misapplication or nonapplication of such purchase money, or any part thereof, or be obliged to inquire into the necessity, expediency or authority of or for any such sale.

ARTICLE FOURTH.-At any sale of the aforesaid rail-road, equipments and appurtenances, whether made by virtue of the power herein granted or by judicial authority, the trustees may bid for and purchase, or cause to be bid for and purchased, the property so sold, or any part thereof, in behalf of all the holders of the bonds secured by this instrument and then outstanding, in the proportion of the respective interests of such bondholders, at a reasonable price, if but a portion of the said property shall be sold; or if all of it be sold, at a price not exceeding the whole amount of such bonds outstanding, with the interest accrued thereon.

ARTICLE FIFTH.-In case default shall be made in the payment of any half-year's interest on any of the aforesaid bonds, at the time and in the manner in the coupon issued therewith provided, the said coupon having been presented, and the payment of the interest therein specified having been demanded, and that such default shall continue for the period of six months after the said coupon shall have become due, then and in such case the principal of all the bonds secured hereby shall, at the election of the trustees, become immediately due and payable, any thing contained in the said bonds or herein to the contrary notwithstanding; but a majority in interest of the holders of the said bonds may, in writing, or by a vote of a meeting duly held, instruct the trus

tees to declare the said principal to be due, or to waive the right so to declare, on such terms and conditions as such majority shall deem proper, or may annul or reverse the election of the trustees, provided that no action of the trustees or bondholders shall extend to or be taken to affect any subsequent default, or to impair the rights resulting therefrom. Meetings of the first mortgage bondholders may be called by the trustees, or in such other mode as may be fixed by regulations prescribed or established as hereinafter provided, and the bondholders may vote thereat, in person or by proxy; and the quorum may be defined, and such other regulations or by-laws, in respect to such meetings, may be from time to time established, altered or repealed by the bondholders, acting by a majority in interest, as to them shall seem expedient; and until the bondholders shall act, such powers may be temporarily exercised by the trustees. The trustees shall have a right to require, at their option, that any act or resolution of the said bondholders, affecting their duties, or the interest of the trust hereby created, shall be authenticated by the signatures of all the persons assenting thereto, as well as by a minute of the proceedings of the meeting.

ARTICLE SIXTH.-The Saint Paul and Pacific Rail-Road Company shall, from time to time, and at all times hereafter, and as often as thereunto requested by the trustees, execute, deliver and acknowledge all such further deeds, conveyances and assurances in the law, for the better assuring unto the trustees and their successors in the trust hereby created, upon the trusts herein expressed, the railway, equipments and appurtenances hereinbefore mentioned, or intended so to be, and all other property and things whatsoever, which may be hereafter acquired for use in connection with the same, or any part thereof; and all franchises now held or hereafter acquired, including the franchise to be a corporation, as by the trustees, or the survivor of them, or their successors, or by their or his counsel learned in the law, shall be reasonably advised, devised or required; and the party of the first part shall furnish to the parties of the second part, from time to time, upon their reasonable request in writing, a true and full inventory of all the movable property appertaining to the said rail-road, and the operation thereof, and which is transferred or agreed to be transferred by this indenture; but no default to demand or to furnish such inventory shall impair the operation or effect of this indenture upon all or any of the property herein agreed to be trans

ferred.

ARTICLE SEVENTH.-The trustees shall have full power in their discretion, and upon the written request of the Saint