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Land bonds mortgage : the Canadian Pacific Railway Company to Charles Francis Smithers Esq., the Hon.… Canadian Pacific Railway Company; Smithers, Charles Francis; Hamilton, John; Thorne, Samuel Sep 1, 1881

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 Canadian Pacific Railway Company
LAND BONDS MORTGAGE
The Canadian Pacific Railway
Company
TO
Charles Francis Smithers Esq., The Hon.
John Hamilton and Samuel Thome, Esq.
$25,000,000.
DATED SEPTEMBER 1st, 1881  THIS INDENTURE, made this First Day of September, one thousand eight hundred and eighty-one, between the CANADIAN PACIFIC
RAILWAY COMPANY, a body corporate and politic, duly incorporated
by Letters Patent, under the Great Seal of the Dominion of Canada, issued
under and by virtue of the provisions of an Act of the Parliament of Canada, passed during the session thereof, held in the forty-fourth year of
Her Majesty's reign, intitlled "An Act respecting the Canadian Pacific
Railway" hereinafter called "The Company"; herein acting and represented by GEORGE STEPHEN, of Montreal," in Canada, the President thereof and CHARLKS DRINKWATEiR, the Secretary thereof, duly authorized, in that behalf, party of the first part, and CHARLES FRANCIS
SMITHERS, Esquire, of the City of Montreal, President of the Bank of
Montreal, the Honorable JOHN HAMILTON, of Hawkesbury in the Province of Ontario, and of Tyrella House in the City of Montreal, Senator,
President of the Merchants Bank of Canada and SAMUEL THORNE
of the City of New York in the United States of America, Esquire, hereinafter called the Trustees, parties hereto of the second part, witnesseth:
WHEREAS by a Contract made, executed, and bearing date, at Ottawa, in the Dominion of Canada, the twenty-first day of October 1880,
between Her Majesty the Queen, acting in respect of the Dominion of
Canada, therein represented and acting by the Honorable SIR CHARLES
TUPPER, K.C.M.G., Minister of Railways and Canals, and George Stephen and others, on behalf of the Company, the said Government, in consideration of the construction and operation of the Canadian Pacific Railway as described in the said Contract, agreed to appropriate and grant to
the said parties, amongst other things, in aid of the construction and
operation of the said Railway, twenty-five million acres of land in the
fertile belt of the North-west territories of the Dominion; to be selected,
located, and conveyed to the Company thereafter to be organized by said
parties, as stated in the said Contract;
AND WHEREAS by the said Act of the Parliament of the Dominion
the said Contract was approved and ratified; and the Government of the
Dominion was authorized to perform and carry out the conditions of the
said Contract, according to their purport, and, among other things, to
grant to the Company when organized, the said quantity of twenty-five
million acres of land, to be conveyed to the Company in the manner and
proportions, and upon the terms and conditions, agreed upon in the said
Contract;
AND WHEREAS, by the said Letters Patent, constituting the charter of the Company, it was duly incorporated, and it lias since been orga- nized; and has performed ail the conditions required under the provisions
of the said Act, and of the said Contract, and of the said Letters Patent,
to enable it to become vested, and it has in fact become vested, with all
the rights of the said George Stephen and others, the Contractors named
in the said Contract, to the same extent and in the same manner as if the
said Contract had been executed by the Company in its corporate capacity;
and it is also authorized by the said Act and by the said Letters Patent, to
issue Mortgage Bonds, to be known as Land Grant Bonds, to the extent of
twenty-five million dollars, upon the. lands so granted in aid of the said Railway and of the undertaking authorized by the Charter of the Company,
such Bonds to constitute a First Mortgage upon such lands, and to attach
upon them when and as they shallbe Jp§> granted, if they should not all be
actually granted at the time of the issue of such Bonds; and also to secure
such Bonds by a Deed of Mortgage, containing such conditions, and giving
to or conferring upon a Trustee or Trustees appointed for the purpose,
such remedies, authority, powers, and privileges, and providing for such
forfeitures and penalties, as shall be determined by the Company; the
whole as in the said Act and in the said Letters Patent lully described;
AND WHEREAS, at a meeting of the Shareholders of the said Company, duly called and held at the Office of the Company in Montreal, on
the nineteenth day of July last past, it was resolved, in effect, that an issue
of Land Grant Bonds to the extent of twenty-five million dollars be forthwith made under the provisions of the said Act, and of the said Letters
Patent, secured as therein provided; which resolution, and the form of
these presents, were duly approved and confirmed by a resolution, md ■ fe
faun of those pi'CJonLiui wer» duhr qpprnved and confirmed by a r-eaolutioii
passed at an adjourned special general meeting of the said shareholders,
duly held at Montreal aforesaid, on the thirtieth day of August last past:
such issue of Bonds to consist of twenty-three thousand Bonds, of one
thousand dollars each, and four thousand Bonds, of five hundred dollars
each, all of like tenor in all respects, except as to the denomination thereof, such Bonds for one thousand dollars each, to be numbered separately
and 'consecutively from one to twenty-three thousand inclusive, and such
Bonds for five hundred dollars each, to fbe numbered from twenty-three
thousand and one, to twenty-seven thousand inclusive, duly executed on
behalf of the said Company, and certified by the Trustees appointed by
or under the authority of these presents; such Bonds to bear date the first
day of Octooer next, to be payable at the Office of the said Company, in
the City of Montreal, in Canada, on the First day of October, one thousand nine hundred and thirty-one (except such Bonds as shall be redeemed as hereinafter provided), and to bear interest at the rate of five per
centum per annum, payable half yearly, at the option of the holder of the
coupon representing the same, at the Office of the Company in Montreal,
or in the city of New-York, in dollars; or at the like option, at the Office of the Company, in the City of London, England, in pounds sterling, at
the rate of four shillings and one penny half-penny to the dollar. The
said Bonds to be issued; and after the deposit of five million dollars
thereof with the Government of the Dominion, the remaining twenty million dollars thereof to be disposed of; in parcels, from time to time, as
may be necessary for the construction and equipment of the said Railway
and branches; or, if disposed of to a greater amount than in the proportion of one dollar for every acre of land earned by the Company from and
out of the Land Grant stipulated for by the said Contract; the proceeds
thereof in excess of such proportion, to be deposited in the hands of the
Government of the Dominion, and to remain there, bearing interest at the
rate of four per cent, per annum, until the Company shall become entitled
to the said proceeds; all such Bonds to be equally and rateably secured
hereby, without discrimination or preference in respect of the time or
times of their issue; and to be in the general form following, that is to
say:
Dominion of Canada.
CANADIAN PACIFIC RAILYAY COMPANY.
Five per Cent. First Mortgage Land Grant Bond.
No. Total issue, $25,000,000. $	
THE CANADIAN PACIFIC RAILWAY COMPANY promises to
pay to the bearer or registered holder hereof, for value received, the sum
of dollars, in gold coin of the present standard of weight and
fineness, on the First day of October, one thousand nine hundred and
thirty-one, on presentation of this Bond at the Office of the Company, in
Montreal, Canada; and until payment of the principal, to pay interest
thereon half-yearly, at the rate of five per centum per annum, in like gold
coin, on the First day of April and the First day of October in each year,
on the presentation of the proper coupon at the Office of the Company,
either in Montreal aforesaid, or in the City of New York, at the option
of the holder hereof; or at the like option, at the Office of the Company
in London, England, at the rate of four shillings and one penny halfpenny sterling, for each dollar of the Coupons annexed to this Bond.
This Bond is one of a series of twenty-seven| thousand Bonds, whereof twenty-three thousand are for one thousand dollars each, and four thousand are for five hundred dollars each, all of like tenor and date; those
for one thousand dollars each being numbered separately and consecutively
from one to twenty-three thousand inclusive, and those for five hundred 6
dollars each being numbered from twenty-three thousand and one to
twenty-seven thousand inclusive; the said Bonds amounting in the aggregate to twenty-five million dollars; which Bonds are secured by a Deed of
Mortgage bearing date the first day of September, 1881, duly executed by
the said iCompany to Charles Francis Smithers, Esquire, the Honorable
John Hamilton, Senator, and Samuel Thome, Esquire, as Trustees; which
deed grants and conveys to the Trustees by way of mortgage, all the right,
title, and interest, which the Company now has, or shall hereafter acquire,
in and to twenty-five million acres of the public lands of the Dominion of
Canada, granted to the Company under the contract entered into by
George Stephen and others with the Government of 'Canada, on the
Twenty-first day of October, one thousand eight hundred and eighty
(which Contract, and all the rights and privileges therein stipulated for
are now vested in the Company), but excepting the lands which are or shall
be used, in and for the construction of the Railway, or any branches or
extensions thereof, or for the operation thereof, and of the Telegraph Line
or lines of the said Company, or for the roadway, track, yards, depot
grounds, buildings, wharves, docks, or other erections, appertaining thereto, the whole as more particularly described in the said Deed of Mortgage,
which Deed of Mortgage further provides for the redemption of the said
Bonds from and out of the proceeds of the sales of the said lands, at a
rate not exceeding ten per centum premium upon the par value thereof,
together with the interest then accrued thereon.
This Bond will be received by the Company, at the like rate of ten
per centum premium on the par value thereof, with accrued interest, in
payment for lands purchased from the Company by the holder hereof.
The holder for the time being of this Bond, shall not be affected by
pny right of set-off, or cross-claim, which the Company may have against |
the original, or any intermediate, holder hereof.
This Bond shaLl pass by delivery, unless registered in the name of the
owner in Montreal, New York or London, England, or wherever else the
Company may keep a Bond Eegister. After a registration of ownership,
certified hereon by the Transfer Agent or other proper officer of the
Company, no transfer, except on the books of the Company shall be valid,
unless the last proceeding transfer shall have been to bearer, which shall
restore transferability by delivery; but this Bond shall continue subject to
successive registrations and transfers to bearer, as aforesaid, at the option
of the holder.
This Bond shall not become valid and obligatory until authenticated
t)V a certificate endorsed hereon, and signed by the Trustees. In witness whereof the said Canadian Pacific Eaiiway Company has
caused these presents to be signed by its President and Secretary, and attested by the Seal of the Company, this First day of October, one thousand eight hundred and eighty-one.
L.S.
President.
Secretary.
"TRUSTEES' CERTIFICATE.
"The undersigned certify that this Bond is one of a series of twenty-
" seven thousand Bonds of like tenor and elate, whereof twenty-three
" thousand for one thousand dollars each are numbered from one to twen-
" ty-three thousand inclusive; and four thousand for five hundred dol-
" lars each, are numbered from twenty-three thousand and. one to twenty-
useven thousand inclusive; the whole amounting in the aggregate to
" twenty-five million dollars, and secured by the Deed hereinbefore described; and that no more than the said amount have been countersigned
" by us.
Trustees.
AND WHEREAS each of the said Bonds has 'annexed thereto coupons, or interest warrants, representing the half-yearly instalments of interest to fall due thereon, each of which coupons bears on its face the engraved signature of the Secretary of the Company, in the form following:
"THE CANADIAN PACIFIC EAILWAY COMPANY.
"(first mortgage land grant bond.)
"Will pay the bearer at the Office of the Company, in London, Eng-
"land, in sterling money, at the rate of four shillings and one penny half-
" penny per dollar; or at the Office of the Company, in Montreal, Cana-
" da, or in the City of New York, on the in gold coin,
, being half-yearly interest on Bond No.
" (Signed) Secretary." 8
NOW THEREFORE THIS INDENTURE WITNESSETH, that
the said party of the first part, in consideration of the premises, and of
one dollar, to it in hand paid, the receipt whereof is hereby acknowledged^
and in order to secure the payment of the principal and interest of the
■Bonds aforesaid, issued or to be issued by the said party of the first part,
as herein recited and provided, and evjry part of the.said principal and
interest, as the same shall become due and payable according to the tenor
of said Bonds and of the coupons thereto annexed, has granted, bargained,.
sold, conveyed, and transferred, and by these presents does grant, bargain,
sell, convey, and transfer, unto the said parties of the second part, their
heirs and assigns, and to their successors in office, all and singular the
said twenty-five million acres of land in the North-west territories of the
Dominion of Canada, so granted by the said Government to the Company,
and by the said Government conveyed or agreed to be conveyed to it; as
the said lands shall be, from time to time, earned, acquired, and received,.
from the Government by the Company, under the provisions of the said
Contract, of the said Act, and of the said Letters Patent; together with
all and singular the tenements, hereditaments, and appurtenances, to the
said lands, or any part thereof, belonging or in any wise appertaining; and !
all the rents, issues, and profits, thereof; and also all the estate, right, j
title, interest, property, possession, claim, and demand, whatever as well in
law as in equity, which the Company now has or is entitled to, or shall or
may hereafter acquire, or become entitled to, in, to, or concerning the said
lands and land grant, and each and every part and parcel thereof, with
the appurtenances thereof; with the exception, however, of the lands
which are or shall be used in the constriction of the Railway and any bran- j
ches or extensions thereof, or for the operation thereof, and of the Telegraph Line or lines of the said Company, or for roadway, track, yards,
depot grounds, buildings, wharves, .docks, or other erections appertaining
thereto;
TO HAVE AND TO HOLD the above described lands and land
grant, and their appurtenances, with the exception aforesaid, to the said
parties of the second part, their heirs and assigns, and to their successor
or successors in office in the place and stead of such heirs and assigns, if
such successor or successors be appointed under the terms and conditions
hereof:
IN TRUST nevertheless to" and for the uses and purposes, and with
the power and authority, hereinafter mentioned and set forth, namely:—•
Article First.—The said party of the first part shall and will, as
soon as conveniently practicable after the date hereof, and from time to
time as the same shall be conveyed by the Government of Canada to the
Company, .carefully value and appraise, or cause to be carefully valued and 9
appraised, all and singular the lands so granted as aforesaid, and to
which the Company is now or shall hereafter become entitled, with the
exceptions aforesaid, in convenient sections, divisions, or parcels, for the
sale thereof, and shall cause a full and accurate list and description of said
lands and premises, containing, opposite each appraised section, division,
or parcel, the value put upon the same, to be deposited with the Trustees,
certified by said party of the first part; which appraisement shall be
subject to the approval of the Trustees; and such statement and appraisement may, with their consent, be from time to time revised, altered and
corrected, a statement being in each case filed as aforesaid; and the said
party of the first part may, at any time in its discretion, and not otherwise, contract for the sale of any section, division, or parcel, of said lands
so appraised, at a price not less than the appraised value thereof, according to the last preceding statement of such value filed with the Trustees
and approved by them, as aforesaid, and shall be entitled to have such section, division, or parcel, of said lands conveyed to the person, contracting
for the purchase thereof, and released from the lien hereof, upon the payment, to the Trustees, of the purchase money of the same, not less than
such appraised value thereof; but subject to deduction therefrom of the
reasonable expenses of and incidental to such sale. But until such appraisement has been made and approv(k\as aforesaid, the Company may
proceed with the sale of the lands hereby conveyed, or intended so to be,
at such prices as it shall deem reasonable, and as shall be approved by the
Trustees.
Article Second.—The Trustees are hereby authorized and empowered, and it shall be their duty, upon any sale as aforesaid of any parcel of said lands, and the payment of the purchase money thereof as aforesaid, to release and convey, or join in releasing and conveying, to the purchaser or purchasers thereof, or to his or their heirs or assigns, by proper
deeds of conveyance, the premises so sold, and to discharge the same from
the lien and operation of these presents, and the trusts hereby created;
and such release and conveyance when executed, shall invest the grantee
or grantees therein named, with a full and complete title to the premises
thereby granted, free and clear of all incumbrances, which title shall include as well the title of the said party of the first part, as of the Trustees; provided always, that after the appraisal of the said lands hereinbefore provided for, shall have been made, no section, division, piece, or
parcel of said lands shall at any time be sold, released, or conveyed as
j aforesaid, below the appraised value thereof, without the previous consent
in writing of the Trustees, to such sale. And it is hereby further declared
and agreed, that any of the lands aforesaid may be contracted to be sold,
as above provided, wholly or partly on credit; provided that in any and
every case of a contract of sale wholly or partly on credit, and with whomsoever, the contract may be made, the purchaser or purchasers shall not
receive a conveyance of the premises agreed to be sold, or any part thereof, 10
until the purchase money has been paid in full; but may have delivered
to him or them a contract in evidence of his or their purchase; unless for
any special reason it shall be expedient, in the judgment of the Trustees,
to accept from such purchaser or purchasers, a bond and mortgage for the
amount of the purchase money remaining unpaid; in which case the Trustees shall release and convey, or join in releasing and conveying, the saic
premises to such purchaser or purchasers^ upon receiving the cash portion
of such purchase money, and bis or their personal bond for the unpaic
purchase money, conditioned in double the amount of such unpaid purchase money for the payment of the same, in instalments or otherwise,
within such period from the date of such purchase as the Trustees shall
determine, with interest thereon payable half yearly; and a proper .mortgage upon the premises so released and conveyed, to secure the payment
of such Bond.
x^rticle Third.—Any and all of the Bonds issued or to be issued b\ I
the said party of the first part, as aforesaid the payment whereof is in- j
tended to be and is hereby secured, shall be payable and receivable, at ten j
per centum premium on the par value thereof, with the interest then accrued thereon added thereto, on account and in payment of the purchase I
money or of any promissory note or obligation given for or on account of
the purchase money, of any section, division, or parcel, of said lands which |
shall be sold as aforesaid.
Article Fourth.—For the purpose of granting, and releasing from!
the lien of these presents, such of the lands and premises aforesaid as shall
or may be sold in conformity with these presents, the Trustees may join
in appointing a suitable person as their agent and attorney: the name of j
such agent and attorney to be, however, submitted to and approved by the j
company.    And thereupon they may act, and they are hereby authorized |
to act, by such agent and attorney; and all instruments executed and acts]
done by such agent and attorney, in respect of the conveyance or release
of lands which shall be sold, in conformity herewith, shall be as valid and
effectual, to all intents and purposes, if the same be within the scope of I
the authority so given to such agent and attorney, as if the same  were
executed in person by the Trustee or Trustees; provided that every such
power of attorney may be revoked at the pleasure of the Trustees giving the
same, and that the Trustees may remove at pleasure any agent or attor-«
ney by them appointed.    And every deed or instrument appointing any ]
such agent and attorney, or removing the same, shall be executed in duplicate, and one of such duplicates shall be filed in the office of the Provin-
cial or territorial secretary of the Province or territory within which such j
agent and attorney shall be authorized to act as such.
Article Fifth.—The Trustees may allow  reasonable  compensation
to any agent appointed by them as aforesaid, and to such persons, clerks 11
and assistants, if any, as they may deem necessary to employ, or as they
may deem it necessar or proper for the Company to employ, in respect of
the sale of said lands as herein provided, and of the preparation of contracts, and of releases and conveyances, thereof; and they may from time
to time allow to be deducted out of the proceeds of lands so sold, an
amount sufficient to defray such expenses, if in their judgment such expenses be reasonable and proper, and in just proportion to the benefit derived by this trust from sales of such land; provided always, that the
holders of the Bonds hereby secured shall not, nor shall the Trustees, become or be in any manner whatever personally liable or responsible, for or
in respect of, any such liabilities or expenditures.
Article Sixth.—All interest paid to the Company by the Government of Canada, upon the deposit of the proceeds of the sale of any of
the Bonds hereby secured, shall be exclusively applied towards the payment of the interest upon the Bonds hereby secured, and to no other purpose. And the net proceeds of any and all sales which may be contraetted
for by the said party of the first part, in conformity with the provisions
of this instrument, of the lands granted as aforesaid, are hereby inviolably
pledged to the payment of the interest on the Bonds hereby secured, and
to the redemption of the principal thereof, in the manner hereinafter mentioned; and the Trustees shall, from time to time apply the said n$t proceeds, and all other .moneys which shall come to their hands as Trustees
under this instrument, for the application of which no other provision is
herein made; as a sinking fund, first, to the payment, at maturity, or as
soon thereafter as practicable, of any instalment of interest on said Bonds,
for the payment of which the said party of the first part shall have failed
to make due provision; and secondly, to the purchase of said Bonds at the
lowest price or jjriees, not exceeding ten per centum premium upon, the
par value thereof, and accrued interest, at which the said Bonds may be
offered for sale to the Trustees, Preparatory to any such purchase of
Bonds, if in the judgment of the Trustees, the amount of Bonds which
the funds then in hand would purchase, shall make it expedient to incur
the expense, they imay in their discretion, give public notice by advertisement in two newspapers of good circulation published in each of the Cities
of Montreal, Xew York, and London, in England, at least three times a
week for four successive weeks of their desire to receive proposals for the
sale to them of the said Bonds, to such amount as the said funds in their
hands may suffice to purchase; and in such case, after the expiration of
two weeks from the last publication of such notice, they shall apply the
said funds to the purchase of said Bonds, at the lowest price or prices at
which they may be offered, not exceeding that hereinabove limited, without
discrimination of preference between the Bondholders offering the same
for sale, except in case of a larger amount of Bonds being offered at the
same price, than the said funds will suffice to purchase; in which case
the Bonds to be purchased with the said funds,  shall be selected by the 12
Trustees by lot from among those so offered.—Provided, however, that if
the said Bonds shall at the time being be quoted and have a known market
value, and such market value shall be lower than any price at which the
said Bonds may be offered pursuant to the notice aforesaid, the Trustees
may purchase the said Bonds in open market instead of from parties sending proposals to sell pursuant to such advertisement.—Or, in their discretion, the Trustees may at any time before, and without, any such notice,
proceed to designate by lot, fairly and without preference or discrimination, so many of the said Bonds as they shall have money to purchase as
aforesaid, and to give notice of the Bonds so designated, stating the number of each of them, by advertisement in two daily newspapers published
in each of the said Cities of Montreal, New York, and London, at least
twice a week, for four successive weeks; and the Bonds so designated and
specified in the notice last mentioned shall be presented to the Trustees
for redemption at the office of the Company in the City of Montreal, within sixty days from the first publication of such notice, and when so presented, shall be by the Trustees redeemed at the rate of ten per centum
premium upon the par value thereof, with all interest accrued thereon to
the date of such presentation. And if any of the Bonds so designated shall
not be so presented within the time aforesaid, no interest shall be allowed
or paid, nor shall interest accrue thereon, from and after the expiration of
said sixty days; the right so to purchase or redeem the said Bonds being
hereby expressly stipulated and reserved, as a condition upon which the
same are issued or to be issued. And all expenses attending such purchase
of Bonds, and the publication and notification thereof, may be defrayed by
the Trustees from the said sinking fund. And the Trustees shall, without
unreasonable delay, cancel the Bonds so redeemed by them, and surrender
the same to the said party of the first part, and they and the said party of
the first part shall keep separate registries of all Bonds so redeemed ; and
the registry of the Company, showing the numbers and amounts of the
Bonds so redeemed, shall be at all reasonable hours and times open to the
inspection of the several holders of the Bonds hereby secured, as well as
of the Trustees. Any residue of the said fund which shall remain in the
hands of the Trustees, when the principal of said Bonds, shall become due
and payable, shall be by them applied towards the payment of such of said
Bonds as shall not have been purchased, or designated and called for redemption, and paid, in accordance with the foregoing provisions.
Article Seventh.—The Company shall hereafter keep at its Transfer Offices in the said Cities of Montreal, New York and London, an appropriate book for the enregistering of First Mortgage Land Grant Bonds;
and every holder of Bonds secured hereby shall be entitled to have his
name and address, and the numbers of any of the said Bonds held by him,
entered in such register, upon presenting at any of the said offices a written statement of the said particulars, signed by himself or by his duly authorized agent, and producing the Bonds.    The registration of the name 13
and address of each Bond-holder, and the numbers of the Bonds by him
held, upon any one of such books, shall be evidence of the right of the
^person so registered to vote as Bondholder, or do any other act which by
these presents a Bondholder is entitled to do, in respect of the Bonds so
registered; and every registration of the ownership of any Bond shall be
properly certified on such. Bond. The Trustees shall have free access, at
all reasonable hours and times, to such Bond Registry, and shall from time
to time, not exceeding once in each year, on request in writing, be furnished with a copy thereof by the Company.
Article Eighth.—The said party of the first part shall, at all times,
keep at its principal office, a record of ail the sales of lands which shall be
made as aforesaid, and of the prices paid for the same, and the manner in
which the purchase money shall have been paid or secured, and of the
amount and numbers of the Bonds (if any) surrendered on account thereof, which record shall, at all reasonable hours and times, be open to the
inspection of the Trustees, with the right to make a copy therefrom. It
shall be the duty of the Trustees to deposit all sums of money coming into
their hands, possession or control, under the provisions herein contained,
in some chartered Bank of the Dominion of Canada, and to make such
Bank the ordinary depository for all such moneys.
Article Ninth.—If default shall be made in the payment of any
half-yearly instalment of interest to accrue on any of the said Bonds, issued
or to be issued as herein provided, by the Company, and if such interest
shall remain unpaid and in arrear for the period of six months after it
shall have become due and been demanded; or in case default shall be made
in the pa}mient of the principal of any of the said Bonds; or in case default
shall be made in the performance of any other material matter or thing in
these presents mentioned, and agreed or required to be performed by the
Company, and such default shall continue for the period of six months after performance of such matter or thing shall have been properly demanded of the Company,—then, and in any and every such case, it shall be the
duty of the Trustees under these presents, upon a requisition to them in
writing, signed by the holders of not less than one-fourth of the wholte
amount of said Bonds then outstanding, (exclusive of any Bonds held as
security for any obligation of the Company, the holders of such Bonds not
to be computed in ascertaining the amount of Bonds represented by the
signers of such requisition) and upon adequate indemnity against all costs,
expenses and liabilities to be by the Trustees incurred, to proceed to enforce
the rights of the Bondholders under these presents, and for that purpose
it shall be lawful for the Trustees personally, or by their attorney or agent
duly authorized to enter into and upon all and singular the lands and premises hereby conveyed or intended so to be, or any part thereof, and from
thenceforth to have, hold, possess, and use the said lands and premises,
and each and every part and parcel thereof, then subject to the lien of 14
these presents, or thereafter becoming subject thereto, and to collect and
receive all incomes, rents, issues, and profits of the same, and of every part
thereof; and after deducting the expenses of managing and administering
the said lands and premises and making all payments which may be required to be made or may be due, for taxes, assessments, charges, or liens,
prior to the lien of these presents, upon the said premises, or any part
thereof, as well as just compensation for their own services, and for the
services of such agents, attorneys and counsel as shall have been by them
employed, to apply the moneys arising as aforesaid, to the payment of interest on the said Bonds, in the order in which such interest shall have become and shall become due, rateably to the persons holding the coupons
evidencing the right to such interest, together with interest at the rate of
five per centum per annum, upon the amount of all coupons in default,
from the date of such default. And if, after paying in full the interest
which shall have accrued on the said Bonds, and the interest upon such
coupons, a surplus of the moneys arising as aforesaid shall remain, and the
principal of said Bonds shall not be clue, such surplus shall be used for the
redemption of the Bonds as herein provided; but in case the principal of
said Bonds, or of any of them, shall have become due, the surplus arising
as aforesaid shall be reserved, to be applied to the payment of the said
Bonds, upon the sale of the said lands and premises as hereinafter provided. But if the receipts from such lands shall be insufficient to pay the
interest then due upon such Bonds, or to pay the principal of any of such
Bonds as shall then have become due, and if such default shall continue,
it shall be lawful for the Trustees to enter into and upon all and singular
the lands and premises aforesaid, and after such entry, or after other entry*,
or without entry, personally, or by their attorneys or agents, to sell and
dispose of the said lands, and of all and singular the property and rights,
hereinbefore conveyed, or intended so to be, and which shall be then subject to the lien of these presents, either together or in parcels, according
to their discretion, and a public auction, and subject to such special or
other conditions of sale as they may deem judicious.—But such public
auction shall be held in the City of Montreal, or at such place on the line
of the said Bail way as the Trustees shall designate, and at such time as
they shall appoint, having first given notice of the time and place of such
sale by advertisement, published not less than three times a week for six
successive weeks in one or more newspapers of good circulation in the said
Cities of Montreal, Few York and London. And after such notice it shall
be lawful for the Trustees to make such sale, or to adjourn such sale from
time to time, in their discretion, and if so adjourned, to make the same,
after similar notice, at the time and place to which the same may be so
adjourned, and to make and deliver to the purchaser or purchasers of the
said lands and premises, or of any part thereof, and of all other rights, interests and privileges, if any, affected by this mortgage, good and sufficient deeds and conveyances for the  same in fee simple; which sale or 15
sales, made as aforesaid, shall be a perpetual bar, both in law and equity,
against the said party of the first part, and all other persons claiming or to
claim the said premises or any part or parcel thereof, by, from, through,
or under the said party of the first part or its assigns.    And after deducting from the proceeds of such sale, or sales, just  allowances   for   all   expenses thereof, including attorneys' and counsels'  fees, and all other expenses, advances, or liabilities which may have been made or incurred by
the Trustees in respect of the said lands and premises, or in relation to
their Trust, and all payments by them made 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 reasonable compensation for   their
own services, it shall be lawful for the Trustees, and it shall be their duty,
to apply the residue of the moneys arising from such sale, or sales, to the
payment of the principal and accrued and unpaid interest on all the said
Bonds which shall then be outstanding, without discrimination or preference as between principal and accrued and unpaid interest, or as between
the holders of said Bonds, or of any Coupons issued therewith, but equally
and rateably to all such Bond and Coupon holders; and if, after the payment and satisfaction of said Bonds and Coupons, a surplus of the said
proceeds shall remain, to pay such surplus to the party of the first part;
and also to re-convey and re-transfer to the said party of the first part all
and every part and portion of the property and rights hereby conveyed or
transferred, or intended so to be, which shall then remain in their possession or under their control or vested in them.    And at such sale the purchaser may pay the (purchase money or any part thereof in the Bonds of
the  Company, of which the accrued  interest  shall  form part;  but .such
Bonds and interest shall only be so received as payment to the extent of
the same proportion of their nominal amount, as the holder thereof would
be entitled to receive upon such Bonds and interest out of the proceeds of
such sale, if he ranked thereon with other Bondholders.    And the  receipt
of the Trustees shall be a  sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money; and after payment
of such purchase money, and having such receipt, the .said purchaser or
purchasers shall not be obliged to enquire into the application of such purchase money upon or for the trusts or purposes of these presents, or be in
any manner whatsoever answerable for any loss^ misapplication, or non-
application of such purchase money, or of any part thereof, or be obliged
to enquire into the necessity, expediency, or authority of or for any such
sale.    Provided always that at any such sale, or sales, the purchaser or
purchasers shall not claim or set off against the purchase money payable
by him or them, any greater amount in respect of Bonds held by him or
them, than he or they would be entitled to receive out of the net proceeds
of such sale or sales, if the purchase-money in respect thereof had been
payable wholly in cash.    Provided always, however, that nothing herein
contained shall authorise the payment  to  the government of Canada  of 16
any interest Coupons -e* for the principal of any Bond; or be construed to
place the said company in default in respect of any such Coupon or Bond,
unless the Company shall then be bound to pay to the said government
the amount of such Coupon, or of such Bond, under the terms of the contract between the government and the said George Stephen and others
hereinbefore referred to. And upon the surrender by the Government to
the Company of any coupons nominally overdue, or of the Bonds to be
deposited with the Government as security for the operation of the Canadian Pacific Railway as provided by the said contract, with overdue coupons attached thereto %© accompanying them; such overdue coupons shall
be forthwith cancelled by the Company, and shall not be allowed to rank
upon or receive any advantage from the property or funds held or acquired
by the Trustees by virtue of these presents.
Article Tenth.—At any public sale of the said lands and property,
or of any part thereof, whether made by virtue of the power hereinbefore
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, on behalf of all the holders of 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 said property shall
be sold; and if the entire property shall be sold, then at a price not exceeding the whole amount of said Bonds then outstanding, with the interest accrued thereon and the expenses of such sale.
Article Eleventh.—In case default shall be made in the payment of
any half-yearly instalment of interest of any of the said Bonds, when such
interest shall become payable according to the tenor of said Bond, or of
any coupon thereto annexed (which coupon, it is hereby provided, shall be
valid and binding if the signature of the Secretary thereto appended be
either signed, or engraved, thereon), and such instalment of interest shall
remain unpaid and in arrear for a period of six months after the same
shall have become payable as aforesaid, and been demanded, then and
from thenceforth the principal sum of each of the Bonds aforesaid shall,
at the option of the Trustees, become and be immediately due and payable, notwithstanding the time limited in the said Bonds for the payment
thereof may not then have elapsed; but a majority in interest of the holders of all the Bonds aforesaid whcih shall be then outstanding (exclusive
of any Bonds held as security for any obligation of the company) and
upon which default in the payment of interest shall have been made and
be continuing, shall have the power, by an instrument in writing under
their hands and seals, or by a resolution passed at a meeting duly convened
and held as hereinafter provided, at any time before the actual payment
and acceptance of the interest in arrear, to instruct the Trustees to declare the said principal due, or to waive the right so to declare, on such
terms and conditions as such majority in interest shall prescribe; and such 17
majority in interest may, by such instrument in writing, or such resolution, annul or reverse any declaration, act or decision, of the Trustees in
respect of said Bonds becoming or not becoming immediately payable ;
provided always, that no act or omission either of the Trustees or the Bondholders in the premises shall extend to or be taken in any manner whatsoever to affect any subsequent default or the rights resulting therefrom.
And in the event of such, default and of the continuance thereof for the
said period of six months; all interest which shall, then and thereafter
until the termination of such default, be payable by the Government of
the Dominion to the Company, as interest upon any deposit of money
arising from the sale of any of the bonds hereby secured; shall be paid
over to the Trustees instead of to the Company, and the amount so jDaid
over shall be applied by the Trustees towards the payment of the interest
coupons in default, and of the interest .upon the amount of such coupons.
And if after the occurrence of any such default, and upon the continuance
thereof as aforesaid, the principal of the bonds hereby secured shall become due and payable under the terms hereof; and if there shall then be
in the hands of the Government any .moneys arising from the sale of the
bonds hereb}^ secured, which shall not then have been earned by the Company, the Trustees shall be, and they are hereby authorized, to demand
and receive from the -Government the amount of money so remaining in
its hands, with all accrued interest thereon, and shall hold and apply the
same for the benefit of the bondholders rateably without discrimination
or preference.
Article Twelfth.—The Trustees may exercise the powers herein
conferred upon them either in the manner hereinbefore provided, or by a
suit or suits in equity or at law, in aid of the execution of such powers,
or otherwise, as they being advised by counsel learned in the law, shall
deem most effectual for that purpose; it being understood, and hereby
expressly declared, that the rights of entry and sale hereinbefore granted
are intended as cumulative remedies additional to all other remedies allowed by law, and that the same shall not be deemed, in any manner
whatsoever, to deprive the Trustees, or the beneficiaries under this trust,
of any legal or equitable remedies by judicial proceedings, consistent with
the provisions of these presents, according to the true intent and meaning
thereof; Provided always, and it is hereby expressly declared and agreed,
that no holder of Bonds secured hereby shall have the right to institute
any suit or proceeding, at law or in equity, for the foreclosure of this indenture or the execution of the trusts thereof, without first giving notice
in writing to the Trustees, of default having occurred, and requesting
them, and affording them a reasonable time, to institute such suit or proceeding, in their own names, or to proceed to exercise the powers hereinbefore granted, and offering to them adequate indemnity against the
costs and expenses of such suit or proceeding; and such notification, re- 20
said Bondholders, or by the new Trustee who may be appointed, execute,
acknowledge, and deliver to him a good and sufficient deed, or other instrument, vesting in him all the powers and authorities which were possessed by his predecessor in said trust as aforesaid, under or by virtue of
these presents; provided, nevertheless, that if after reasonable exertions, it
shall prove to be impracticable to appoint a Trustee in the manner aforesaid, or if the appointment of such new Trustee shall be inconveniently or
unreasonably delayed, and if such vacancy in said trust shall continue for
the period of ninety clays after the existence of the same shall have been
made known to the said party of the first part, it shall be competent for
any holder or holders of said Bonds, to the amount of not less than one-
fifth part in interest of all of such Bonds, then outstanding, exclusive of
all Bonds held as security for any obligation of the Company, to apply to
the Chief Justice or any one of the Judges of the Supreme Court of Canada, for the appointment of a new Trustee to fill such vacancy, upon
such reasonable notice to the parties interested, as well as to the said party
of the first part, as such Chief Justice or Judge, shall prescribe; and any
Trustee lawfully appointed upon such application, shall become vested
with the same powers and authorities, and shall be subject to the same responsibilities, and to the performance of the same duties, as if appointed
by the said Bondholders, in the manner aforesaid.
Article'"Seventeenth.—Whenever and as often as any contingency
shall arise in which the action of a majority in interest of the holders of
the Bonds secured hereby shall be necessary, or in which the said Bondholders are herein declared to have any discretionary voice or power, it
shall be the duty of the Trustees, and they shall lie, and hereby are authorized and required, to call by advertisement a meeting of all the holders of Bonds secured hereby, to be held in the City of Montreal, (the expense whereof shall be a liability of said party of the first part hereunder,
and may be defrayed if necessary in the first instance from the trust
funds), and such advertisement shall contain a description of the purpose
for which such meeting is called, and shall be published three times in
each week for six weeks, in at least two newspapers of good circulation in
the said cities of Montreal, Xew York and London; or such meeting may
be called in such other manner as may be prescribed for the convening of
meetings of said Bondholders, pursuant to the provisions of this instrument; and in .default of such meeting being called by the Trustees or a
majority of them within thirty days after notification in writing to them
by any Bondholder of the necessity therefor, it shall be comeptent for any
holder or holders of said Bonds, to the aggregate amount of five hundred
thousand 'dollars, to call said meeting in the manner aforesaid.; and at all
such meetings, the holders of said Bonds, (except Bonds held as security
for obligations of the Company), shall be competent to exercise in person,
or by proxy, by a resolution duly passed by the vote of two-thirds in inte- 21
rest of the Bondholders present or represented at such meeting, and entitled to vote thereat under the provisions hereof, and not otherwise, all
the powers and authority conferred upon them by these presents; provided
that, until otherwise provided pursuant to the provisions of this instrument in that behalf, a majority in interest of the holders of outstanding
Bonds for the time being, (exclusive of those held as security for any obligation of the Company), shall be required to constitute a quorum at any
such meeting.
Article Eighteenth.—Meetings of the First Mortgage Land Grant
Bondholders for any of the purposes which they are authorized by these
presents to regulate by resolution, may be called in the manner herein
provided, or in such mode as may be fixed by regulations prescribed or established by them; and such Bondholders may vote at such meetings, in
person or by proxy, each five hundred dollars in nominal value of such
Bonds entitling the holder thereof to one vote; and the quorum may be
defined, and such other regulations or by-laws in respect of such meetings
may be from time to time established, altered, or repealed by the Bondholders, acting by two-thirds in interest, present, in person or by proxy,
at any such meeting, as to them shall seem expedient. But no subject,
matter or thing which is not mentioned in the notice calling such meeting
shall be dealt with or disposed, of at such meeting. And any act or resolution of the said Bondholders affecting the duties or i^osition of the Trustees, or of any of them shall be authenticated by an instrument signed and
sealed by all the persons assenting thereto, as well as by a minute of the
proceedings of the meeting authenticated by the signatures of the Chairman and Secretary thereof. But no Bonds of the Company held merely as
security for an obligation of the Company, shall be voted upon at any
such meeting. ]
Article Nineteenth.—If the said party of the first part shall well
and truly pay the principal of each and every of said Bonds secured by
this instrument when the same shall become payable, and all interest thereon, as such interest shall from time to time mature, according to the tenor
of such Bonds respectively and of the several coupons thereto annexed, and
all interest upon any coupons in default, as hereinbefore provided; and
shall well and truly do and observe every other matter and thing provided
for or mentioned in these presents, to be by it done and observed, then
and in that case all the estate, right, title, and interest of the said parties
of the second part, and of any successor or successors in the trust by these
presents created, shall cease, determine, and hecome void, otherwise the
same shall remain in full force and virtue; and upon any such determination of such interest, the said parties of the second part or their successors
and successor in the trust, shall execute such re-conveyanee and re-assignment of the premises as may be necessary or expedient. 22
Article Twentieth.—And the said party of the first part, in consideration of the premises, and of one dollar to it duly paid by the said
parties of the second part, the receipt whereof is hereby acknowledged,
hereby covenants and agrees to and with the said parties of the second part,
and their successors in the trust created by these presents, that whenever
and as often as the said party of the first part, its successors or assigns,
shall hereafter acquire any lands from the Government of Canada, forming a part of the said land grant, the said party of the first part shall and
will acquire, possess, and hold the same, and. every part and parcel thereof,
upon and subject to the trusts of this indenture, until conveyance thereof,
in pursuance of the covenant next hereinafter contained, shall be duly
made and 'delivered to the said parties of the second part, or their successors in the trust by these presents created, and will duly pay all taxes and
assessments which shall become lawfully due and payable therepn, while
such land shall remain in its possession, to the entire exoneration and discharge of the Trustees holding by virtue of these presents.
Article Twenty-first.—And the said party of the first part hereby
covenants and agrees to and with the said parties of the second part, and
their successors in the trust created by these presents, that the said party
of the first part shall and will, from time to time, and at all times hereafter, and as often as thereunto requested by the Trustees under this indenture, execute, deliver, and acknowledge all such further deeds, conveyances, and assurances in the law, for the better assuring unto such Trustees, upon the trusts herein expressed, the lands granted or conveyed, or
agree to be granted or conveyed, to the said, parties of the second part, or
their successors .and. successor in the trusts created by these presents, as
by the said parties of the second part, or their successors and successor in
the trust hereby created, or by Ids or their counsel learned in the law, shall
be reasonably advised, devised or required.
Article Twenty-sucond. —And the said parties of the second part,
do hereby accept the trust herein contained, and do hereby undertake and
agree to fulfil all the duties and obligations hereby imposed upon them, in
accordance with the true intent and meaning of these presents.
IX WITNESS HEREOF, the said Canadian Pacific Railway Company has caused these presents to be signed by its President and Secretary,
and attested by the seal of the Company; and the said parties of the second 23
part, have hereunto set their hands and seals, the day and year first above
written.
(Seal)
Witness to the  signatures of Messrs.
Stephen, Drinkwater and Smithers.
GEO.   STEPHEN",
President.
C.  DRINKWATER
CHS.  SMITHERS,
JOHN HAMILTON,
WM.  THORNE,
Secretary.
Trustee.
Trustee.
Trustee.
Witness:
W. E. SALSBITRY.
HY. CTJTT.
Witness:
OLIVER H. NORTH COTE. 

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