ers of the certificates hereinafter set forth, all the right, title and interest of the said Standard Steel Car Company in and to said railroad cars leased, as aforesaid, unto the said Railroad Company and as well all the claims, demands and remedies of the said Standard Steel Car Company accruing or to accrue under the lease aforesaid.

The Car Company also hereby assigns and sets over to Bankers Trust Company, as Trustee, for the holders of the bonds hereinafter set forth, all the right, title and interest of said Car Company in and to the above described lease and the provision thereof with respect:

(a) To the repayment of money deposited in lieu of the replacement of cars lost, worn out or destroyed, and payment of interest thereon; and

(b) To the delivery of a bill of sale by the Lessor on the termination of said lease and on the delivery to the Lessor of all bonds and coupons issued thereunder, or on the delivery of satisfactory proof that the same have been paid and cancelled, the Trustee agrees to perform, it being understood and agreed, however, that the Trustee neither incurs nor assumes any responsibility for the delivery of railroad cars by the Car Company, as in said lease provided.

Second. The said Trustee covenants and agrees that it will certify and deliver to the Standard Steel Car Company, for distribution to the several subscribers to the said fund, Two Thousand One Hundred and Forty certificates, to be furnished to said Trustee for that purpose, in the following form, and in the amounts of One Hundred and Seven Thousand Dollars ($107,000.00) of bonds for each one hundred (100) cars delivered, at the times corresponding to the times of delivery of the various lots of said railroad cars by the said Standard Steel Car Company to the said Erie Railroad Company; such delivery of certificates to be made by the Trustee upon the delivery by the Car Company of certificate signed by an authorized inspector of the Erie Railroad Company giving the numbers of the cars contained in that delivery and certifying to the inspection and acceptance thereof, and approved by the President or a Vice-President of the Railroad Company and accompanied by the proper bonds or certificates to be certified as aforesaid, and also a bill of sale to the Trustee of the cars so delivered, said bills of sale to be subject, however, to all the provisions of this agreement and the Indenture of Lease herein referred to; and the Standard Steel Car Company covenants that all of said certificates when and as issued shall be entitled to the security of all such railroad cars previously and subsequently delivered by said Standard Steel Car

Company to the said Railroad Company under the terms of said Indenture of Lease of even date herewith; and said certificates and coupons to be in form substantially as follows:

The Erie Railroad Company hereby acknowledges itself to be indebted to the holder hereof, in the sum of One Thousand Dollars, in gold coin of the United States of America, which the said Railroad Company promises to pay to the holder hereof, at the office of the said Railroad Company, in the City of New York, State of New York, on the first day of...... .., A. D. 19...., with interest thereon at the rate of five per centum per annum, payable semi-annually in like gold coin, on the first days of January and of July in each year, as the same shall become due and payable, at the office of the said Railroad Company, upon delivery of the proper coupon therefor.

This certificate is one of a series of Two Thousand One Hundred and Forty for One Thousand Dollars each, numbered from 1 to 2140, both inclusive, each of like date, tenor and effect, except as to the due date thereof, issued under the terms of a lease bearing date the first day of July, 1907, between the Standard Steel Car Company of the one part and the Erie Railroad Company of the other part.

The obligation hereof shall only become effective when the certificate of the Bankers Trust Company, of New York, Trustee, is hereon endorsed.

IN WITNESS WHEREOF, the Erie Railroad Company has caused its corporate seal to be hereunto attached, duly attested, this first day of July, 1907.

ERIE RAILROAD COMPANY,

Attest:

By.

Secretary.

President.

(TRUSTEE'S CERTIFICATE.)

Bankers Trust Company, Trustee, hereby certifies that the within certificate is one of an issue of two thousand one hundred and forty certificates of One Thousand Dollars each, known as the Erie Car Trust, Series "L," referred to in the within mentioned lease bearing date the first day of July, 1907, made by Standard Steel Car Company to the Erie Railroad Company.

BANKERS TRUST COMPANY, Trustee,

By....

Secretary.

(FORM OF COUPON.)

The Erie Railroad Company will pay to the bearer, on the first day of.... at its. office in the City of New York, twenty-five dollars in gold coin, being six months interest on Certificate No........... of the Erie Car Trust, Series "L."

Treasurer.

The signature of the present or any future Treasurer of the Erie Railroad Company lithographed or engraved upon said coupons shall be regarded and treated in all respects as equivalent to his manual signature thereon.

The said certificate shall be numbered consecutively from No. 1 to No. 2140, inclusive, and by the terms thereof the principal shall be payable as follows:

[The numbers of the certificates and their dates of maturity followed here. See Conditional Sale Agreement, p. 302.]

All dividends on the said certificates shall cease after the principal thereof shall have become due.

Third. As all of the bonds to be executed by the Railroad Company and secured by said Indenture of Lease will bear date the first day of July, 1907, and the interest thereon, represented by the coupons attached thereto, will date from the first day of July, 1907, the Car Company agrees to pay to the Railroad Company, in cash, such sums as may represent the interest which may accumulate on the said bonds from July 1, 1907, to the average date the cars referred to in the Indenture of Lease are delivered; said payment of interest by the Car Company to the Railroad Company to become due and payable immediately following the delivery of the last of the said cars.

Fourth.-The Trustee, as assignee of the said Standard Steel Car Company, Lessor, further covenants to perform and, so far as possible, to enforce the performance of all and singular the terms, conditions and covenants of the said lease, and to apply and distribute the rentals thereunder when and as the same shall be received, for the following purposes, to wit:

(a) To the payment of any taxes upon the railroad cars leased which it may be required to pay.

(b) To the payment of the dividend warrants attached to the said certificates when and as the same shall become payable.

(c) To the payment and redemption of the principal of the said certificates when and as the same shall become payable. The said coupons and certificates to be cancelled upon payment thereof. Provided, however, that the Railroad covenants and agrees to pay bonds or certificates and coupons issued under said lease at its office in accordance with the terms and provisions of said bonds and coupons and of this instrument and of said lease, and such payments shall to the extent thereof be satisfaction of the rental reserved in said lease and a discharge of the Trustee from all obligation to require the payment of rentals to that extent and to apply and distribute the same.

It being distinctly understood that neither the said Trustee nor any successor in the trust shall be liable or responsible for any matter or thing connected with the trust intended to be hereby created except for its own or their own willful and intentional breach thereof.

Fifth. The Erie Railroad Company becomes a party hereto in order to express its assent to the assignment of the said lease by the said Standard Steel Car Company to the said Bankers Trust Company, as Trustee, for the benefit of the subscribers to said "Erie Railroad Equipment Trust, Series "L," and does hereby accept all the terms of this assignment, including the obligation to make payment of all taxes hereinabove mentioned, for which the Trustee may be liable.

Sixth. It is further herein agreed and provided that in case the Railroad Company (a) shall at any time make default in the payment of any part in the rental in said lease reserved for more than thirty days after the same shall have become payable, or in case (b) the Railroad Company shall fail to keep the said cars in good and serviceable condition or to perform all other obligations and covenants in said lease contained to be performed, on its part, and such last mentioned default or defaults shall have continued for a

period of thirty days after written notice thereof from the Trustee, then and in each and every case of default as aforesaid, the Trustee shall have the right, as assignee of said Car Company, to enforce all the terms and stipulations of said lease subject to the right of the Railroad Company to exercise its option of purchase as therein set out, and in case the said Trustee shall re-take possession of the said cars, it may either hold or lease, or dispose of said cars or so many thereof as it may deem necessary in such manner at public or private sale, for cash or upon credit, as the Trustee may deem most beneficial, and the proceeds of said lease or sale, together with all moneys in the hands of the Trustee in lieu of lost, worn out or destroyed cars, and any unpaid interest thereon, shall be applied by the Trustee to the payment, after deducting all taxes which the Trustee may by law be required to pay in respect to the railroad cars covered by the said lease.

(1) of the dividend warrants then due.

(2) of the principal of all of the said outstanding certificates whether the same shall then have matured by their terms or not, in full, if such proceeds shall be sufficient, and if not, then pro rata.

And such re-taking possession of the said railroad cars by the said Trustee shall not be a bar to the recovery by the Trustee from the Railroad Company for future accruing rent until such sum is realized as, with the proceeds of the sale of said cars, is sufficient for the payment in full of all taxes aforesaid, together with all accrued interest warrants and the principal of all of the said certificates.

The Trustee assumes no liability, however, saving for its own willful or gross neglect; for the neglect of its agents it assumes no such liability. It shall undertake no active duty, however, in the way of taking care of, or taking possession of, equipment, until fully secured from all liability. No duty of insurance or of recording or of taking care of any of the Trust property is encumbent upon it.

Seventh. [Temporary bonds. See Jones and Laughlin Steel Company Corporate Mortgage, Art. 1, Sec. 8, p. 202; this mortgage is hereinafter referred to thus: J. & L. S. Co., Art. -, Sec. p.-]

Eighth. [Trustee entitled to reasonable compensation and protection from liability. See J. & L. S. Co., Art. 10, Sec. 1, pp. 240-3.]

Ninth.-[The Car Company agrees to protect the Trustee against all claims for infringement of patents.]