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7 104058 <br />excluding, however, from this Supplemental Indenture, and from the lien and <br />operation hereof, the matters and things expressly excepted and excluded under <br />the Original Indenture, as amended and supplemented by the Supplemental <br />Indenture dated October 1, 1946, and the Supplemental Indenture dated November <br />14, 1974. <br />TO HAVE AND TO HOLD all said property, rights and interest hereby <br />conveyed, assigned, pledged or mortgaged, unto the Trustees, their successor or <br />successors in trust, and their assigns, forever, but in trust nevertheless upon <br />the trusts, for the purposes, and subject to all the exceptions and <br />reservations, terms, conditions, provisions and restrictions, of the Indenture, <br />and for the equal and proportionate benefit and security, except as may <br />otherwise be expressly provided in the Original Indenture, as amended and <br />supplemented by the Supplemental Indenture dated October 1, 1946, and the <br />Supplemental Indenture dated November 14, 1974, of the holders and owners of <br />all bonds at any time issued and outstanding under the Original Indenture, as <br />amended and supplemented, but subject, however, to all the conditions, <br />agreements, covenants, exceptions, limitations, restrictions and reservations <br />expressed or provided in the deeds or other instruments of record affecting the <br />property, or any part or portion thereof, hereinbefore described, insofar as <br />the same are at the time of execution hereof in force and effect and permitted <br />by law. <br />ARTICLE II <br />THE TRUSTEES <br />The Trustees hereby accept the trusts hereby declared and provided and <br />agree to perform the same upon the terms and conditions in the Original <br />Indenture set forth and upon the following terms and conditions: <br />The Trustees shall not be responsible in any manner whatsoever for or in <br />respect of the validity or sufficiency of this Supplemental Indenture or the <br />due execution hereof by the Company or for or in respect of the recitals <br />contained herein, all of which recitals are made by the Company solely. In <br />general each and every term and condition contained in Article %V of the <br />Original Indenture, as amended by Section 15 of Article IV of the Supplemental <br />Indenture dated October 1, 1946, shall apply to this Supplemental Indenture <br />with the same force and effect as if the same were herein set forth in full, <br />with such omissions, variations and modifications thereof as may be appropriate <br />to make the same conform to this Supplemental Indenture. <br />IN WITNESS WHEREOF, said Northwestern Public Service Company has caused <br />this instrument to be executed in its corporate name by its Chairman and Chief <br />Executive Officer or its President and its corporate seal to be hereunto <br />affixed and to be attested by its Secretary or an Assistant Secretary, and said <br />The Chase Manhattan Bank (National Association), to evidence its acceptance of <br />the trust hereby created, has caused this instrument to be executed in its <br />corporate name by one of its Vice Presidents or Second Vice Presidents and its <br />corporate seal to be hereunto affixed and to be attested by its Secretary or <br />one of its Assistant Secretaries, and said Vincent J. Marino, to evidence his <br />acceptance of the trust hereby create', has signed this instrument, in several <br />counterparts, all as of the day and year first above written. <br />-13- <br />a <br />M <br />