University of Virginia Library

—Article 5.—

It is mutually agreed by and between the parties hereto,
that the said Trust Company shall be entitled to just and
reasonable compensation for all the services which it may
hereafter render in this trust, and the payment to it of all
outlays and expenses incurred in the execution of this trust,
to be paid by the said Rector and Visitors, their successors
or assigns, and that the said Trust Company shall not be answerable
for the default or misconduct of any agent by it
with reasonable care appointed, nor for anything whatsoever
in connection with this trust, except wilful misconduct, or
failure to exercise ordinary care. And it shall be no part
of the duty of said Trust Company to see to the recording or
filing of this deed of trust, or to the renewing thereof; nor
to the making or renewal of any insurance on the property
hereby conveyed, nor as to its amount or validity.

And it is further agreed that the said Trust Company, or
any trustee hereafter appointed, may be removed by the votes
of two-thirds in interest of the holders of said bonds issued
and outstanding at the time being, which vote for the removal
of a trustee must be taken at a meeting of the said bondholders
and must be attested by the hands and seals of, the Chairman
and Secretary of such meeting, or by a statement in writing
under the hands and seals of two-thirds in interest of the
bond-holders duly acknowledged.

And it is further mutually agreed that the said Trust
Company, or any trustee hereafter appointed, may resign or
discharge themselves of the trust created by these presents,
by giving notice to the said Rector and Visitors, in writing,
at least three months before resignation shall take effect,
or by giving such notice as shall be accepted by the said
Rector and Visitors, and upon the due execution and delivery
of the conveyance hereinafter required. And it is hereby expressly
declared and agreed that, in case at any time hereafter
the said Trust Company, or any trustee hereafter appointed,
shall die or resign, or be removed, or become incapable,
or unfit to act in the said trust, then in case there is
no existing default in the payment of the interest or principal
of any of the said bonds secured hereby, the said Rector
and Visitors shall, by an instrument under their corporate
seal and recorded in the Clerk's Office of Albemarle Circuit
Court, appoint a successor or successors of such deceased,
removed, or incapable trustee or trustees; but if there shall
be an existing default in the payment of any such principal
or interest, or if the said Rector and Visitors shall for
six months decline or neglect to appoint such successor or
successors, then in that case the holders of the bonds secured
hereby, acting by a majority in interest, shall be,
and they are hereby, authorized and empowered by an instrument
or instruments, in writing, under their respective hands
and seals, duly acknowledged as aforesaid, at a meeting of
the said bondholders, to appoint a successor or successors to
such deceased, removed or incapable trustee or trustees.

And such successor or successors that are so appointed
shall immediately upon his or their acceptance of the trust
become vested with all the power, authority and estates held
or possessed by the trustee or trustees whom he or they shall
have been appointed to succeed, without further assurance or
conveyance.

And thereupon all the power and authority herein, and
all the estate, right, title and interest in the property affected
hereby of such resigned or removed trustee or trustees
shall wholly cease or determine. But notwithstanding, the
surviving or continuing trustee, if there be such, and the
trustee or trustees resigning or being removed, shall upon
request in writing of the new trustee or trustees, execute
and deliver to him or them all such conveyances or other instruments
as shall be fitted forexpedient for the purpose of
assuring to such new trustee or trustees the legal estate in
the premises.

And it is hereby declared and agreed that in case the
holders of said bonds shall fail or omit to appoint a new
trustee or trustees in manner aforesaid, application may be
made by the said Rector and Visitors, or by any holder or
holders of any of the said bonds, to any court competent to
entertain jurisdiction of the proceedings to enforce the lien
of these presents for the appointment of a new trustee or new
trustees to be made upon such reasonable notice to the parties
in interest as the said Court shall deem proper.