fulfilling and observing by the Company of any of the terms and conditions herein stipulated to be kept fulfilled and observed by the Company then so that if the trustees hereof shall see fit they may forthwith with or without any notice to the Company but subject to the rights (if any) then subsisting of the trustees of the said indenture dated the 3rd day of September 1894 and the indenture supplemental thereto dated the 28th day of March 1895 and any other then subsisting charges liens and incumbrances aforesaid and to the rights of any of the trustees of the said indenture dated the 17th day of March 1896 take possession of the said railways undertakings property and mortgaged premises and every or any part thereof and thereupon as the trustees hereof manage operate and control the same and after providing for all expenses incident to the working of the said railways and keeping the mortgaged premises in a condition suitable for the business they shall subject as aforesaid apply the net proceeds of any sale of the mortgaged premises for the purposes of the trusts herein contained and upon the further trust that upon default in payment of the principal moneys or of the interest moneys secured hereby or any part thereof for the space of three months after such principal moneys or interest moneys shall respectively become payable according to the tenor of these presents and upon a requisition in writing signed by stockholders representing or being a majority in value of the holders of the stock the trustees hereof shall subject as aforesaid sell the said undertakings railways franchises property and other the mortgaged premises or some parts thereof and for the purposes aforesaid or any of them make execute and do all such agreements assurances and things as the trustees hereof shall see fit. Provided that after such default and requisition as aforesaid the trustees hereof shall give at least two calendar months' notice to the Company of their intention to exercise the aforesaid power of sale by serving a copy of such notice on the President or Secretary of the Company for the time being and by publishing an advertisement for the period of four weeks at least which period may be wholly or in part concurrent with that of the notice last aforesaid showing the time place and particulars of the said intended sale such advertisements to be published in two issues at least in each week of one daily newspaper published in London England and in Halifax Nova Scotia and also in the Canada Gazette or some other official paper circulating in the Dominion of Canada.

6. Provided further that the trustees hereof shall have full power to sell the mortgaged premises either by public auction or private contract and upon every such sale to make any special or other stipulations as to title or evidence or commencement of title or otherwise which the trustees hereof shall deem proper and to buy in or rescind or vary any contract for sale of the mortgaged premises or any part thereof and to resell the same without being responsible for any loss which

may be occasioned thereby and with full power to compromise and effect composition and for the purposes aforesaid or any of them to execute and do all such assurances and things as they shall think fit but so that the railways and undertaking of the Company shall not be sold except in one parcel or in sections capable of being separately worked to the intent that the railways or several sections thereof offered for sale may so far as practicable be continued and operated as a going concern or concerns or be capable of being so operated provided always that any lands or chattels not required for the use and operation of the railways or any parts thereof may be sold in separate parcels at the discretion of the trustees hereof.

7. Provided nevertheless that if before any such sale shall have actually taken place the Company shall have paid to all the holders of the said £4 per cent second debenture stock then unredeemed the principal moneys if any then payable and the interest moneys in default as aforesaid and shall have given notice thereof to the trustees hereof and shall further pay to the trustees hereof all such further sums as shall then be chargeable by them against the trust by reason of the entering upon operating or managing the said railways or otherwise and all the costs charges and expenses by the trustees hereof incurred in or about the proceedings connected with such sale then the trustees hereof shall not proceed with any such sale but shall immediately discontinue all proceedings to carry out the same.

8. Provided always that the trustees hereof may from time to time and so often as may be necessary on default as aforesaid and upon receiving a requisition signed as aforesaid proceed to exercise the aforesaid power of sale.

9. Upon any sale made in pursuance of the aforesaid power or trust in that behalf the purchaser or purchasers shall not be bound to see or inquire whether any such requisition in writing has been given by or on behalf of the stockholders as aforesaid nor whether any default has been made by the Company in payment of any principal moneys or interest secured by these presents nor as to the necessity or expediency of the stipulations and conditions subject to which any such sale shall have been made nor otherwise as to the propriety or regularity of any such sale and notwithstanding any impropriety or irregularity whatsoever in any such sale the same shall so far as regards the safety and protection of the purchaser or purchasers be deemed to be valid and effectual accordingly and the remedy of the Company and its assigns in respect of any impropriety or irregularity whatsoever in the execution of the said trusts for sale shall be in damages only.

10. Upon any such sale as aforesaid the receipt of the trustees hereof for the purchase-money of the premises sold and for any other moneys paid to them shall effectually discharge the purchaser or purchasers or other person or persons paying the same therefrom and from being concerned

to see to the application or being answerable for the loss or misapplication thereof.

11. The trustees hereof shall hold the moneys which shall arise from any sale made in pursuance of the aforesaid trusts in that behalf upon trust that they in the first place shall subject to the rights of any persons entitled to any interest in the mortgaged premises under the said indenture of the 3rd day of September 1894 or the said indenture of the 28th day of March 1895 or the said indenture of the 17th day of March 1896 or otherwise as aforesaid by and out of the same moneys reimburse themselves or pay and discharge the costs charges and expenses incurred in or about such sale or in the execution of the foregoing trusts or otherwise payable to them under or in respect of these presents and in the next place shall apply the residue of such moneys first in or towards payment to the stockholders pari passu in proportion to the amount due to them respectively of all arrears of interest remaining unpaid on the stock held by them respectively And secondly in or towards payment to the stockholders pari passu in proportion to the amount of the stock held by them respectively and without preference or priority on account of priority of issue or otherwise howsoever of all principal moneys unpaid in respect of the stock held by them respectively and that whether the same shall or shall not then be payable which said principal moneys and interest the said stockholders shall then be bound to accept And lastly shall pay the residue of the said moneys if any to the company or its assigns.

12. Provided always and it is hereby declared that if the moneys to arise from any sale or sales of the mortgaged premises or any parts thereof shall be insufficient after payment of the said costs charges and expenses incurred in or about such sale or sales or otherwise incurred or payable by or to the trustees hereof under or in respect of these presents to pay in full the principal moneys and interest owing on the security of these presents then the residue of the moneys to arise from any such sale or sales after payment of the costs charges and expenses aforesaid shall be apportioned ratably and without preference or priority among all the stockholders according to the amount of stock held by them and shall be paid to them accordingly which said moneys the stockholders shall then be bound to accept provided however that interest shall have priority over principal money.

13. It is hereby agreed and declared that on payment by the Company of all the principal moneys and interest secured hereby or upon cancellation and release of all the said stock the trustees hereof shall reconvey to the Company its successors or assigns the said mortgaged premises or so much thereof as shall not have been disposed of under any of the trusts hereof. 14. The trustees hereof shall give not less than 14 days' notice by letter addressed to the stockholders at their registered addresses and posted which posting shall be counted as

notice and also by advertisement in the "Times" and in at least one other daily London newspaper of the day fixed for any payment to the stockholders under either of the clauses 11 and 12 hereof and after the day so fixed and notified the holder of the stock shall be entitled to interest on the balance only (if any) of the principal moneys due on such stock after deducting the amount (if any) payable in respect thereof on the day so fixed.

15. The receipt of each stockholder or of one of several joint holders for the principal moneys and interest payable by the trustees hereof to him or them in respect of such stock shall be a good discharge to the trustees hereof.

16. At any time before the trustees hereof shall have entered into possession of the mortgaged premises or any part thereof in pursuance of the trust aforesaid the trustees hereof may upon the application and at the cost of the Company acquire or concur in acquiring a new or renewed lease or tenancy or new or renewed leases or tenancies of all or any of the mortgaged premises not vested in them in fee simple to be held for such term or period or respective terms or periods and at such rents and subject to such covenants and conditions and with such indemnity as they shall think fit And for that purpose may surrender or concur in surrendering any existing lease or leases tenancy or tenancies And any such new or renewed lease may be granted either to the trustees hereof or to any nominee or nominees of the Company but so that in the latter case the lessees or lessee do execute a declaration of trust for the Company subject to the provisions of these presents and every such new or renewed lease or tenancy and the premises comprised therein shall become and be in all respects subject to the trusts and provisions herein contained as though the interest of the Company therein had been hereby assured to the trustees hereof.

17. After the trustees hereof shall have made such entry as aforesaid and until the whole of the mortgaged premises shall be sold and conveyed under the said trust for sale the trustees hereof may if they shall think fit so to do but not otherwise operate all or any of the said railways and generally carry on the business of the Company in and with the mortgaged premises or any of them and may manage and conduct the said railways and business as they shall in their discretion think fit and for the purposes of operating the said railways and managing the said business may employ such agents managers receivers accountants servants and workmen upon such terms as to remuneration and otherwise as they shall think proper and may renew such of the said rolling stock engines permanent way plant machinery and effects as they may consider it advisable to renew and generally may do or cause to be done all such acts and things and may enter into such arrangements respecting the mortgaged premises or the operation and management of the said railways and business or any part thereof

as they could do if they were absolutely entitled thereto and without being responsible for any loss or damage which may arise or be occasioned thereby.

18. Provided always that the trustees hereof shall by and out of the rents and profits and income of the mortgaged premises and the moneys received by them in operating the said railway or carrying on the said business pay and discharge the expenses incurred in and about such operation and management or in the exercise of any of the powers aforesaid or otherwise in respect of the premises and all outgoings which they shall think fit to pay and shall pay and apply the residue of the said rents profits and moneys in the same manner as is hereinbefore provided with respect to the moneys to arise from any sale.

19. The Company shall at all times keep an accurate register of the stock in the form and with the particulars mentioned in the first schedule hereto in respect of such register and the trustees hereof or any person appointed in writing by them shall be at liberty at all reasonable times to inspect the said register and to take copies of or extracts from the same or any part thereof and shall be entitled to be furnished with a copy or copies thereof.

20. The Company shall so long during the continuance of this security as it shall be in possession of the mortgaged premises operate the said railways and carry on and conduct the business of the Company in a proper and efficient manner and shall keep the hereditaments permanent way and all rolling stock plant machinery works fixtures fittings implements utensils and other effects therein or upon the same respectively and used for the purpose of or in connection with the said railways and businesses and every part thereof in a good state of repair and in perfect working order and condition and shall from time to time provide such substituted or additional rolling stock plant machinery and other effects as may be required for the proper and efficient operation of the said railways which substituted or additional rolling stock plant and effects it is hereby agreed and declared shall be subject in all respects to the trusts of these presents. Provided always that these presents and the trusts hereby declared shall not in anywise affect or be applicable to any new railways which the Company may hereafter acquire or construct or to the buildings rolling stock plant and other property effects or things appertaining thereto.

21. The Company may at any time hereafter by Deed under its common seal appoint an additional trustee or trustees of these presents and so long as and whenever there shall be more than two trustees hereof the majority of such trustees shall be competent to execute and exercise all the trusts powers and discretions hereby vested in the trustees hereof generally.

22. The Company doth hereby for itself and its successors covenant with the trustees hereof their heirs executors admin