- to keep in good repair.

4. The lessee shall keep the railroad equipment and rolling stock in proper and complete repair and working condition during the operation of this contract, and such repairs and work done in order to keep the said equipment and rolling stock in this good order and condition shall be made and maintained to the satisfaction of the agent or engineer of the lessor.

Insurance.

5. The lessee shall, at the request of the lessor, have the said railroad equipment and rolling stock insured for the benefit of the lessor to such an amount, not greater than the above valuation, as may be required by the lessor, and shall pay for and keep the said railroad equipment and rolling stock so insured for and during the continuance of this lease and contract, and deposit the policies of insurance with the lessor; but the said lessor may, at his option, cause insurance to be effected in such companies and in such manner as he may from time to time think best, and the said lessee shall and will on demand pay the premiums for such insurance, and such other expenses as may be incident thereto.

Rolling stock to be marked with

66

6. On the body of the rolling stock there shall be placed owner," or such other marks and signs of ownership shall be distinctly marked upon said railroad owner's name. equipment and rolling stock, for the purpose of designating the same as the property of the lessor, and held by the lessee under this contract; and in the event of any of said marks or signs being destroyed, the lessee will immediately restore the same; and all such other things, whether in the execution of instruments of writing or otherwise, shall be done as by the counsel of said lessor shall be deemed necessary and expedient for the full and complete protection of the rights of said lessor as owner of said railroad equipment and rolling stock.

upon

7. The lessee covenants that it will agree to pay for the said Lessee cove- rolling stock in the manner and the terms agreed nants to pay. upon and specified in the promissory notes of the lessee hereinbefore referred to.

Time of the essence.

8. Time shall be of the essence of this contract, and shall not be relievable against in equity or at law. 9. If at any time the lessee shall make any default in the perLessor may formance of any of its undertakings herein entered into, or shall fail to pay said promissory notes given for the rent and purchase money as they mature, or

take posses

sion upon

default.

said insurance premiums or taxes, or shall fail to keep and maintain the said railroad equipment and rolling stock in good order and condition, or, having paid said rent, shall fail within the time limited to purchase and pay for said railroad equipment and rolling stock, then said lessor may, at his option, without demand first made, repossess himself of said railroad equipment and rolling stock, whether the same be on the premises of the said lessee or elsewhere; and the said lessor may for that purpose, without hindrance, enter said premises and remove the same, and hold the same discharged from any further liability hereunder, and from the lessee's option to purchase, and shall be entitled to hold and retain all rent theretofore paid to him, and to recover forthwith from the lessee rent at the rate aforesaid up to the time of such repossession, together with damages to be ascertained by arbitration as above, in case of injury to said railroad equipment and rolling stock, and with damages in addition for breach of agreement, which last damages shall be ascertained and liquidated by charging the lessee with rent as above, from date of such repossession to the end of this term, as if the same was then actually due and payable, and by allowing it a credit, less expenses, of two thirds of the actual value of the railroad equipment and rolling stock thus repossessed, to be estimated as of the date of such repossession.

Lessor may

10. The lessor shall have the right at all reasonable times, by himself or his agents or servants, to examine and inspect the said railroad equipment and rolling stock, inspect. for the purpose of ascertaining whether the lessee is complying with the terms of this contract.

Lessor will

convey on

final payment.

11. After the lessee shall have faithfully performed all the stipulations of this contract, and paid said notes as they mature in the manner and form as herein provided, without default, and shall have reimbursed all outlays as aforesaid for insurance, then it is agreed that the lessee may at its option, at any time within one month after the time of maturity as above of the last instalment of rent, purchase said railroad equipment and rolling stock at the price of one dollar, and upon the payment of said sum to him the lessor shall thereupon, by bill of sale, convey said railroad equipment and rolling stock to said lessee.

12. Nothing herein contained and no action hereunder shall divest the title of the lessor to said ailroad equipment and

Until final payment the property to

rolling stock until the rents above enumerated, and the purchase money, with the insurance premiums above named, shall have been fully paid by said lessee. Until remain in the after such payment and delivery, the said railroad equipment and rolling stock shall remain the property of the lessor, and no right whatever thereto shall pass to the lessee excepting that of using the same in strict compliance with the terms of this contract.

lessor.

Assignee of lessor to have his rights.

13. In case the lessor shall at any time assign the said railroad equipment and rolling stock and this contract or lease, then it shall be and become a contract between the assignee and the lessee, and the assignee shall have and possess all the property, rights, powers, and remedies which are now held, owned, and possessed by, or which belong to, the lessor, and with the same effect as though this contract had been originally made by and between the assignee and the lessee.

In witness whereof the said Railroad Company has caused these presents to be signed by its president and its corporate seal to be affixed, and the said has set his hand and seal.

RAILROAD CONSOLIDATION.

Articles of Consolidation.

These articles of consolidation, made and entered into this day of, A. D. 18-, by and between the

Company, a corporation of the state of

Railroad

-, party of the first party of the sec

Purpose of

ment.

part, and the Railroad Company in ond part, witness: that for the purpose of consolidating the stock, property, and franchises of the parties this agreehereto, and of making of said corporations one jointstock company, which, as the lines of railroad of the respective parties hereto connect at the boundary line between the states of and -, may be done under the laws of said states and the contracts aforesaid, it is agreed as follows, that is to say:

1. Such consolidation shall be effected by a sale, assignment, and transfer, which is hereby made, of the railroad, Sale and leaseholds, rights, and rights of action, contracts, assignment of moneys, stock, franchises, and all other property, of every nature and description whatsoever, of the party of the second part to the party of the first part.

property.

Values, how

to be equalized consolidation.

as basis for

2. To equalize values and form the basis for such consolidation, as soon as these articles shall be ratified by the stockholders as hereafter provided, or earlier, the first party may distribute to its stockholders of its surplus revenues invested in the construction and equipment of its road an amount of shares which shall be equal to per cent. of its capital stock, existing at the time of closing its books, for the purpose of such distribution, to be fixed by the board as soon as may be conveniently done after the ratification of these articles by the parties hereto, and to make a further and extra dividend in cash of per cent. on its capital stock as soon as its board of directors may see fit to declare the same, to equalize an extra dividend made by the second party since negotiations for consolidation were commenced.

Amount of stock of sec

3. The capital stock of the second party, now outstanding, is shares, for which the first party is to pay, after the distributions mentioned in the preceding article, ond party to be paid for in for each share, to the holders thereof,

stock of first

party.

all the property and

rights.

its own stock at its par value.

dollars in

4. All the railroad and equipment thereon and therefor, rights Transfer of of way and appurtenances, depots and depot grounds, station - houses and property, therein or connected therewith; all lands, ferries and bridges, all leases, contracts, moneys, and other real and personal property of whatsoever nature; all rights, revenues, incomes, and rights of action, privileges, and franchises of the second party, -- shall become and be the property of the first party; and the second party hereby grants, sells, and transfers the same, and every part and parcel thereof, to the first party, its successors and assigns, and hereby authorizes the first party, in the management and conduct of said property and the sale or other disposition thereof, or any part thereof, to use the corporate name and seal of the second party so far as may be lawfully done, whenever and in such manner as it shall deem necessary or convenient to carry into effect the purposes of these articles; and the first party is to be and does hereby become liable for and assumes all leases, contracts, liabilities, obligations, and duties of the party of the second part.1

5. The parties hereto are at liberty to make their usual

Dividends

the respective parties.

dividends, the first party on the

day of

next

to be made by and the second party on the day of ensuing. No further dividends, except as provided in the second article hereof, shall be made by either party until after the final vote shall be taken upon the question of the ratification of these articles, at the meetings of stockholders of the respective parties to be held for that purpose.

1 A provision may be added to indemnify the old company against liabilities, as follows:

The said party of the first part shall pay and discharge, and effectually indemnify the party of the second part and all the shareholders therein from and against all debts, claims, and liabilities whatsoever now subsisting against the said party of the second part.