be levied requires the party of the second part to pay the same, then the amount of tax so paid may be deducted and kept back from and out of the aforesaid interest and dividends. And, further, that the party the party of the second part will pay all expenses for construction, repairs, salaries, and otherwise, which may be necessarily incurred on account of the railroad and demised premises, from the day of the date hereof; and will also pay and discharge all damages which may be recovered against the said party of the first part, for injuries to persons or property, or for negligence, or breach of duty as carriers or warehousemen, and in all respects save the said party of the first part harmless and indemnified from all damages, losses and penalties which may be incurred or arise in or by the conduct, use or operation of the said railroad.

And the said party of the first part, for itself, its successors and assigns, hereby covenants and agrees to and with the said party of the second part, its successors and assigns, that it has full power and lawful authority to execute these presents, and that the said party of the second part, its successors and assigns, paying the said yearly rent above reserved, and performing the covenants and agreements herein contained on its part, shall and may at all times, during the continuance of this lease, peaceably and quietly have, hold, possess and enjoy the railroad property, rights and effects hereby demised, and every part thereof, without any manner of let, suit, trouble or hindrance, of or from the party of the first part, its successors or assigns, or any other person or persons whomsoever, lawfully claiming or to claim the same.

And the said party of the first part further covenants and agrees in manner aforesaid, that it shall and will from time to time, during the continuance of this lease, make, execute and deliver to the party of the second part, its successors and assigns, all and every such further and other leases, deeds, transfers, instruments in writing and assurances as by said party of the second part, its successors or assigns, shall be reasonably desired or required for fully effectuating the objects, intents and purposes of this lease, and of leasing the railroad and other property hereinbefore mentioned, and hereby leased or intended so to be, and for more fully confirming and securing unto the said party of the second part, its successors and assigns, all the rights and privileges hereinbefore mentioned, and granted and secured, or intended so to be.

And the said party of the first part further covenants and agrees that it will, during the term of this demise, keep and continue, at

the cost and expense of the said party of the second part, not exceeding, however, the annual sum of one thousand dollars, its legal organization, and also at all times, when thereunto reasonably required by said party of the second part, do and perform, at the expense of the said party of the second part, all such reasonable acts, matters and things as may be proper for the due protection, preservation and enjoyment of the property hereby demised, and to carry into effect the true intent and meaning of this instrument, so far as the same may be done consistently with the rights of the said party of the first part, and in default thereof, the same may be done by, but at the expense of, the said party of the second part, and therein the said party of the second part may use the name, power and authority of said party of the first part; and further, that the said party of the second part may, at any time and in all places, at its own expense, use the corporate name of the party of the first part in any suits or proceedings wherein it shall be necessary or proper for the enforcement of its rights against third parties.

And the said party of the first part hereby further covenants and agrees, in manner aforesaid, that it will and does hereby assign and transfer to the party of the second part, its successors and assigns, by a proper instrument in writing to be duly executed, all its right, title and interest of, in and to a certain contract made and executed by and between the said party of the first part and the Cherry Valley and Mohawk River Railroad Company, now known as the Cherry Valley, Sharon and Albany Railroad Company, and also in and to a certain contract made with the Fall Creek Coal Company, in relation to operating the railroad belonging to the last aforesaid Railroad Company, and the carrying coal thereon for the said Company, and also the contract for additional land at Albany, made. with the Van Rensselaer estate; and also the contract for the erection of a joint depot at Binghamton, made with the Erie Railway Company and with the Syracuse, Binghamton and New York Railroad Company; and also all pending contracts for supplies, materials and equipments not yet delivered, and which contracts, respectively, the party of the second part agrees to perform and carry out according to the tenor and effect thereof, as fully as the party of the first part would be bound to do if these presents were not executed; and the property and interests resulting from said contracts and the performance thereof shall be subject to this lease, and shall form a part of the demised property.

It is hereby mutually covenanted and agreed, by and between the parties hereto, that there shall be kept, at the office of the party

of the second part, a book or register containing a record in proper form of the aforesaid stock, and of each and every of the aforesaid bonds, and of the bonds which may be issued in substitution therefor, which register shall be open at all reasonable and proper times to the inspection of the party of the first part, its successors or assigns.

And it is further mutually covenanted and agreed, that when the bonds, the interest upon which is to be paid by the party of the second part, as above provided, arrive at maturity, if the same be not exchanged by the holders thereof for new bonds, and payment of the principal be demanded and be not paid by the party of the first part, then the party of the first part in order to protect the property hereby leased from foreclosure and sale, shali, if SO required by the party of the second part, issue in due form new bonds, payable at such times and in such manner as the party of the second part shall require, or shall, at the option of the party of the second part, issue stock therefor, and shall deliver the said bonds or stock to the party of the second part to be negotiated and sold, and the net proceeds arising therefrom shall be applied to the payment of such maturing bonds; such new bonds or stock to be sufficient in amount to provide, by their net proceeds, for the payment of such maturing bonds, and the payment of the interest or dividends upon such new bonds or stock shall be guaranteed in the same manner as has been the interest upon such maturing bonds.

And it is further mutually covenanted and agreed that the said party of the first part will, whenever requested by the said party of the second part, require the payment in installments, of the balance of the nine thousand five hundred shares of stock which has been subscribed, and on which an installment of ten per centuin has been paid, and will pay over the said installments, when collected or received, to the said party of the second part, and the said party of the second part will apply the same to the laying of additional track, the purchase of additional equipment, and other necessary improvements of said road, and will also pay an additional rental, semi-annually, at the rate of seven per centum per aunum on such installments, as may from time to time be paid as aforesaid; and said stock when fully paid shall have the like guarantee as is hereinbefore provided for the twenty-five thousand shares of full paid stock issued and to be issued as aforesaid, to the extent of the ninety per cent. so to be received by the party of the second part as aforesaid.

And it is hereby further mutually covenanted and agreed, that

in case the party of the second part shall at any time hereafter desire to enlarge the capacity of the said railroad by building a double track, extending the length thereof, or otherwise, that then, and in every such case, the party of the first part, its successors or assigns, shall and will make, execute and deliver to the party of the second part, its successors or assigns, additional stock or bonds, in such form, for such amount, and payable at such times, as the party of the second part may require, which stock and bonds shall be delivered to and negotiated by the party of the second part, and the proceeds and money realized therefrom shall be received by it, and be used and applied in building such double track, enlargements and improvements, aud in equipping and stocking the same; and the party of the second part shall and will thereafter pay the holders of such bonds or stock an interest or dividend thereon at the rate of seven per cent per annum, in equal semi-annual payments, as hereinbefore provided in respect of the present bonds and stock, and shall and will also endorse or stamp thereon a guarantee of the payment of such interest and dividend in the way and manner above provided ; but the total amount of all such additional bonds shall never be such that the aggregate liabilities of the party of the first part, in stock and bonds, shall exceed fifteen millions of dollars. But other than this the party of the first part, its successors or assigns, shall not nor will make or issue any bonds or stock, for any purpose whatever, beyond what have been already issued and are now in existence, except as hereinbefore provided, without the consent in writing of the party of the second part, its successors or assigns.

It is hereby further mutually covenanted and agreed, that the said party of the second part may, from time to time, at its own expense, make all such alterations, improvements and additions in, upon or to the property hereby demised, as may be proper for its full enjoyment for railroad purposes. And in case said party of the second part shall at any time desire, for its more advantageous use of said demised property, to acquire, obtain or enjoy any additional lands, rights of way or other property, said party of the first part, when thereto reasonably required and indemnified against all expense and damage therefrom, shall aid therein, with its name, power and authority, and in default thereof, such name, power and authority may be used by said party of the second part, after fully indemnifying the said party of the first part as aforesaid, and all lands, rights of way or other property which shall be so acquired or obtained, shall immediately be and become part of the property covered by this demise.

And it is hereby further mutually covenanted and agreed, that the party of the second part, its successors and assigns, shall at all times, during the continuance of this lease, have the exclusive right to manage and control the railroad and premises, and to regulate and determine the rates of passage money, tolls, freights and charges for all the transportation over the whole or any part of said railroad and premises, and shall also have full, free and exclusive right to charge and collect all the passage money, rents, tolls, freights and charges, and to appropriate the same to its use; and shall have, use, exercise and enjoy all the rights, powers and authority aforesaid, and all other corporate powers and privileges which can or may be lawfully exercised and enjoyed on or about said demised railroad and premises, as fully, amply and entirely as the same might or could have been used, exercised and enjoyed by the party of the first part if this instrument had not been made, and as exclusively, fully, amply and entirely as the party of the first part have or shall acquire authority by law to grant the same, subject, nevertheless, at all times to the restrictions and regulations imposed by law.

And it is hereby further mutually covenanted and agreed that in case of default in payment of interest and dividends on the bonds, stock and the sinking fund aforesaid, and if the same or any part thereof shall remain unpaid for the space of sixty days from and after the time when the same shall become due and payable, then the said party of the first part shall have the right to enter upon and take possession of all the property hereby leased, and all depots, shops, buildings, tracks and other permanent property or rolling stock added thereto, and that the party of the second part will not unlawfully hinder or prevent such entry, nor the taking possession and using of all the said property by the party of the first part for its own benefit and use, and that this lease shall terminate upon the party of the first part so taking possession of the demised premises. Provided, however, that in case the party of the second part shall be unavoidably restrained by injunction or by law (not obtained by or upon their own action) from paying the aforesaid rent and performing the covenants herein contained, or any of them, then and in that case, the time. during which the party of the second part shall be so restrained shall not be taken or considered as any part of the aforesaid sixty days. And further, that this lease shall not be assigned by the party of the second part without the consent in writing of the party of the first part first had and obtained.