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 party of the first part, and, in default thereof, the same may be done by, but at the expense of, the party of the second part, and therefor the party of the second part may use all the necessary power and authority of the party of the first part. The 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 actions or proceedings which it shall be necessary to institute or defend for the enforcement or protection of the rights of the party of the second part against third parties. The party of the first part further covenants and agrees to give the party of the second part due and timely notice of all actions and proceedings commenced against the party of the first part in anywise affecting or seeking to affect the rights of the party of the second part; and the party of the second part shall also, at all reasonable and proper times, have the right to inspect and use all documents, contracts and conveyances in which it has an interest, and which belong to or are in the possession or under the control of the party of the first part. The party of the first part further covenants and agrees that it will keep at its office in the village of Clinton and state of New York, a book or register containing in proper form a record of all the stocks or bonds now or hereafter issued and made by it which book or register shall be open at all reasonable and proper times to the inspection of the party of the second part and its successors and assigns.

Third. The party of the second part, in consideration of the demise, covenants and agreements herein contained and to be performed, fulfilled and kept on the part of the party of the first part, hereby covenants and agrees that it will become and hereby does become the lessee of the railroad and property of the party of the first part above described, and upon the terms and conditions herein set forth and stated; and further covenants and agrees that it will pay to the said party of the first part therefor and as and for the annual rent of the same as aforesaid, the following sums :

A. The sum of five hundred dollars for the purpose of maintaining the organization of the Railroad Company. This sum shall be paid on the first day of July, in each year.

B. The sum of twenty-one thousand eight hundred and seventy-five dollars, sufficient to pay a dividend, at the rate

of six and one quarter per cent per annum, upon the capital stock of the Railroad Company, not exceeding three hundred and fifty thousand dollars. The same shall begin to accrue and shall be reckoned from the first day of January, one thousand eight hundred and ninety-one, and shall be paid in semi-annual payments of ten thousand nine hundred and thirty-seven dollars and fifty cents ($10,937.50) each, on the twenty-sixth days of June and December in each year.

These sums as they become due shall be paid to the treasurer of the Railroad Company and his receipt shall be a sufficient discharge for the same to the lessee.

Fourth. The party of the second part hereby covenants and agrees that, during the continuance of this lease, it will, at its own cost, risk and expense, maintain, preserve and keep the aforesaid railroad in good working condition and repair as a first-class railroad, and so as to be suitable for the transaction of all the business that can be reasonably done thereon; and will maintain, preserve and keep the side-tracks, station houses, fixtures, appurtenances, tools, machinery, rolling stock and equipments belonging and appertaining to the said railroad in as good repair, order and condi tion as the same were in at the date of the lease from the party of the first part to the New York and Oswego Midland Railroad Company, dated the fifteenth day of January, 1872; and will maintain and keep in order all crossings, fences, cattle guards and warning boards, which are or shall be necessary or required by law, and will operate, employ and use the said railroad, its fixtures and appurtenances, so as to do and perform, in a proper manner, all the business offered to and which can be reasonably done upon the same, and will perform all, any and every duty and obligation towards the public which the party of the first part would be legally bound to do and perform if these presents had not been executed. The party of the second part shall, and will continue to pay, as heretofore, one half of the expenses of maintaining the crossing at Rome of the tracks of the party of the first part, over the tracks of the New York Central and Hudson River Railroad Company.

Fifth. And the party of the second part hereby covenants and agrees that, during the continuance of this lease, it will pay, bear and discharge all taxes and assessments of every description assessed, imposed, levied and accruing upon the railroad, property and effects hereby leased or demised and upon the business done

upon the same from the day of the date hereof, and also, any tax whatsoever levied or imposed by the state of New York for state purposes upon the capital stock, not exceeding three hundred and fifty thousand dollars, or the franchises or business of the party of the first part, in the same manner and to the same extent as the party of the first part would be liable to pay if these presents had not been executed, and if, by any change of the law, the present tax or duty required of the party of the first part shall be required of the shareholders, then the said party of the second part shall pay the same. But the said party of the second part shall not be required to pay any income tax upon the aforesaid rent or dividends. on the stock issued by the party of the first part, or any tax thereon imposed or which may hereafter be imposed, by whatever name the same may be called; and if the law under which any tax so excepted is or may 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 rent. The party of the second part shall and will pay all expenses for construction, repairs, salaries of its own officers and otherwise, which may be incurred by the said party of the second part 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 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 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 during the continuance of this lease.

Sixth.It is mutually covenanted and agreed by and between the said parties that the 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 the party of the second part shall at any time desire, for its more advantageous use of the demised property, to acquire, obtain or enjoy any additional lands, rights of way or other property, the 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 the 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.

Seventh. It is mutually covenanted and agreed that, in case the party of the second part shall, at any time hereafter, desire to enlarge the capacity of said road, or extend the length thereof, or otherwise make alterations, improvements or additions thereto of a permanent character, or shall acquire any additional lands, right of way or other property as aforesaid, then and in every such case, and as often as it occurs, or at any time thereafter, and for the purpose of compensation and security to the party of the second part for such expenditures' with the interest thereon, the party of the first part shall and will, when requested by the party of the second part, issue, make, execute and deliver to the party of the second part additional stock or bonds properly secured by a mortgage of the property and franchises hereby leased, with all increase thereto, in such form and for such amounts, and payable at such times as the party of the second part may require, and bearing interest at not exceeding the legal rate, in equal semi-annual payments, which interest is to be paid to the holders of such stock and bonds by the party of the second part during the continuance of this lease, in addition to the annual rent herein provided for; but such stocks or bonds so to be issued as aforesaid, shall not exceed the amount of the expenditures with the interest thereon, made for the purposes aforesaid, and shall not in any event exceed the sum of five hundred thousand dollars. Such stocks or bonds so to be issued shall be subject to this lease, and the payment of the rent thereby secured, which shall be and continue the first lien upon the entire property, and shall be used and applied exclusively for the benefit of the stock already made and issued by the party of the first part. The principal of any bonds issued in pursuance of this article shall be paid or provided for at their maturity by the party of the second part, and to enable the party of the second part to pay or provide for the payment of the bonds provided for in this article, the party of the first part, if required by the party of the second part, shall issue in due form new bonds, properly secured by a mortgage of the property and franchises hereby leased with all increase thereto, payable at such times and in such manner as the party of the second part may require, or shall, at the option of the party of the second part, issue stock therefor, and shall deliver such new bonds and mortgage 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 shall be sufficient in amount to provide, by their net proceeds, for the payment of such maturing bonds, and the interest upon such new bonds or stock shall be paid by the party of the second part in the same manner as is herein before provided for the payment of the same upon such maturing bonds. All and every such stock or bonds, together with the mortgage given to secure the payment thereof, so to be issued, shall be expressly subject, by apt and proper words, to this lease and the payment of the annual rent thereby reserved and secured to be paid, which said rental shall be and continue the first lien upon the entire property leased, with all increase thereto, and shall be used and applied exclusively for the benefit of the aforesaid stock, amounting to not more than three hundred and fifty thousand dollars, already made and issued by the party of the first part, as is herein before provided therefor.

Eighth. It is hereby further mutually covenanted and agreed by and between the parties hereto that, in case of default in payment of the rental hereinbefore provided for, or any part thereof, and in case such default shall continue for sixty days, then the said party of the first part shall have the right to enter upon and take possession of all property hereby leased, and all depots, shops, buildings, tracks and other permanent property added thereto, 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 an injunction or by law, not obtained by or upon its 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. The party of the second part covenants and agrees that it will not unlawfully hinder or prevent such entry, nor the taking possession and using of the said property by the party of the first part for its own benefit and use.

Ninth. It is further mutually covenanted and agreed by and between the parties hereto that no issues of stocks or bonds shall be made by the party of the first part, during the continuance of this lease, beyond the present issue of stock amounting to three hundred and fifty thousand dollars, except upon the written appli