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INDENTURE 
 
 OF 
 
 LEASE. 
 
 The Ontario & Quebec Railway Company 
 
 TO 
 
 The Canadian Pacific Railway Company. 
 
 JANUARY, 1884. 
 
 MONTREAL : 
 PRINTED ]iY G;AZKTTF. PTilNTING COMPAN'^ 
 
*^}XXS Iltdcntltre made between The Ontario 
 AND Quebec Railway Company, a body corporate and 
 politic, herein represented and acting by Edmund B. 
 OsLER, Esquire, the President thereof, and Hauiiy W. 
 Nanton, Esquire, the Secretary thereol", hereinafter called 
 the Lessors ; and the Canadian Pacific Railway Com- 
 pany, a body corporate and politic, herein represented and 
 acting by GrEOiifJE Stephen, Esquire, the President thereof, 
 and Charles Drinkwater, Esquire, the Secretary thereof, 
 hereinafter called the Lessees ; 
 
 ^ilhcvfao by an Act of the Parliament of the Dominion 
 of Canada, dul}'" made and passed in the forty-sixth year 
 of Her Majesty's reign and chaptered 58, the Ontario and 
 Quebec Railway Company are authorized and empowered 
 to contract and agree with the Credit Valley Railway 
 Company, the Toronto G-reyand Bruce Railway Company, 
 and the Atlantic and North- West Railway Company, or 
 any of them, for an amalgamation with them, or any of 
 them, or for the acquisition of their lines of railway, or any 
 of them, and with the Canadian Pacific Railway Company, 
 for the acquisition of such part of their railway as may 
 be available to establish early and advantageous through 
 connection between Toronto and Ottawa and Montreal ; 
 the terms of such amalgamation or acquisition to be 
 approved of by two-thirds of the shareholders of the Com- 
 pany, present in person or represented by proxy at a special 
 general meeting to be held for that purpose ; 
 
 gVnrt Whcvca.S' by a certain other Act passed in the 
 said session of the said Parliament, entitled "An Act 
 respecting the Canadian Pacili*^ Railway Company," the 
 Lessees were authorized and empowered to lease from 
 the Credit Valley Railway Company, the Ontario and 
 Quebec Railway Company, and the Atlantic and North- 
 West Railway Company, the railways of the two first- 
 mentioned companies, and such portion of the railway of 
 the said Atlantic and North-West Railway Company as 
 
should be required to completo a through route from 
 Montreal, and from a point on the south bank of the St. 
 Lawrence River near Montreal, to the western terminus 
 of the Credit Valley Railway ; which lease it was thereby 
 provided might bo made and accept(^d by the Canadian 
 Pacific Railway Company either before or after any amal- 
 gamation of of the said lines of railway ; 
 
 ^nd '^Vhcvra.o by the said last-mentioned Act it was fur- 
 ther provided that such lease should be so made to the 
 Lessees in perpetuity, for a rental payable semi-annually, 
 such rental to be paid eitlier by the assumption, or by the 
 guarantee and payment, of the interest, dividends or cou- 
 pons, upon the securities issued, or to be issu<>d, by the 
 said Railway Companies, or any of them, either before 
 or after amalgamation ; or by payment of the interest on 
 such capital sum as should be agreed upon between the 
 said parties, or partly in one, and partly in the other of such 
 modes. And the Lessees were by the said last-mentioned 
 Act, also authorized and empowered to guarantee the pay- 
 ment of the principal of such securities, subject to pro- 
 visions for repayment, and to execute a formal guarantee 
 of the interest or dividends upon such securities, or of the 
 princijDal thereof, or of both, as the case might be, by any 
 lawful deed, agreement or instrument. 
 
 ^tul "^IVlunta.Si it was thereby further provided that none 
 of the powers conferred upon the Canadian Pacific Rail- 
 way Company and the Ojitario and Quebec Railway Com- 
 pany by the said last-mentioned Act, should be exercised, 
 until they should liave been authorised by the shareholders 
 of each of the said Companies, by a vote of two-thirds 
 in amount of such shareholders, present or represented 
 at special general meetings thereof respectively, duly 
 called for the purpose of conlV'rring such authority : 
 
 i|ltt(l ^i'hcvca.o; by divers indentures and agreements here- 
 inafter more j^articularly referred to, the Credit Valley 
 Railway Company has leased the London Junction Rail- 
 
way, and has amalgamatod with the Ontario and Quobec 
 Railway C^ompany : th»; Ontario and Quebec Railway 
 Company has leasi^d the Toronto, Groy and Bruce Railway, 
 and has acquired portions of the Canadian Pacific Railway 
 way, and of the Atlantic and North-Wost Railway, by 
 means of which the said Ontario and Quebec Railway 
 Company have consolidated the said lines, and portions of 
 lines, of railway, in such manner as to organize and estab- 
 lish under its charter and corporate powers, a through 
 line of railway from Montreal, and from a point on the 
 South bank of the St. Lawrence River near Montreal, to 
 the western terminus of the Credit Valley Railway. 
 
 ^nrt ^Vhcvcns at a spcn-ial general meeting of the share- 
 holders of the Lessors duly called and held at Toronto 
 aforesaid, on the twenty-eighth day of De(;ember, 1883, 
 and at an adjourned meeting thereof, duly held on the 3rd 
 day of January, 1884, at each of which meetings were 
 present more than two-thirds in amount of the whole 
 of the shareholders of the Lessors, it was resolved unani- 
 mously that the Lessors should lease to the Lessees the 
 said consolidated railway line, upon such terms and con- 
 ditions as should be determined between the parties. 
 
 ^ud ?lVlicff a^ at a special general meeting of the share- 
 holders of the Lessees, duly called and ])eld at Montreal 
 aforesaid, on the Fifth day of November last past, at which 
 were present more than two-thirds in amount of the whole 
 of the shareholders of the Lessees, it was resolved unani- 
 mously that the Lessees should lease from the Lessors the 
 said Consolidated Railway line, upon such terms and con- 
 ditions as should be determined between the parties ; 
 which special general meeting was adjourned to the 
 Nineteenth day of November last past, and from thence 
 was duly adjourned to the twenty-sixth day of November 
 last past : at each of which adjourned meetings there were 
 present more than two-thirds in amount of the whole of 
 the shareholders of the Lessees ; and at the said special 
 
6 
 
 g'ciU'nil m«'(»tiiif>' of 1 iio shnrcholdcvs ol' llic Ia'ssoivs, jii>'l 
 Ml Uic said Inwt-mculioiU'd ndjourot'd MUM'tingol' (lie sharo- 
 lioldcrs ol tlio IjOshocs, iho tcniKs and conditions oi' tho 
 said proposed lease', as embodied in a drail indeiilunj 
 oi" l«'ase laid belbro tlie said meetiii<^'s respectively, were 
 duly considered, and were vinaninionsly approved ol' by 
 the said sharelioldcrs respectively, and an indenture oi' 
 lease in conlbrniity with ilu; .said dral't was then and there 
 ordered to be executed and aceepted by the executive olli- 
 cers of })oth Companies ; and these presents have been made 
 in lonl'ormity with the said draft indenture: 
 
 l\ow 5:iu;vcf0vc thi.o i^ntUntuvc ^Vitncsi&cth : 
 
 1. The Lessors hereby demise and lease to the Lessees, 
 the consolidated Kailway of the Lessors, as now existini^- 
 and held by the Lessors under divers indentures, extend- 
 ing from the Eastern termini thereof; namely, the City 
 of Montreal ; a jioint of junction with the Railway of the 
 Lessees near Mile End in the Parish of Ilochelaga ; and a 
 point on the south side of the Hirer St. Lawrence forming 
 the Southern terminus of the proposed Railway bridge 
 over the lliver St. Lawrence between the City of Montreal 
 and the village of Lachine, and the api)roaches thereto on 
 the south side of the said lliver ; to the Western terminus 
 thereof, to wit, the Town of St. Thomas, in the Province of 
 Ontario ; as the said consolidated line of Railway is uovv^ 
 partially completed and in use by the Lessors between 
 the village of Smith's Falls, in the said Province of Ontario, 
 and the said town of St. Thonuis ; together with the por- 
 tions thereof lying to the east of the said village of Smith's 
 Palls, now iH-ojected, located or constructed, or in course 
 of construction, including the said bridge over the said 
 River St. Lawrence. And for more particular designation 
 of the consolidated line of railway hereby leased, it is 
 hereby declared to be composed of: — 
 
 {a.) The Railway and bridge, with the projected termi- 
 nus in the City of Montreal, of the Atlantic and North- 
 
w<3Ht Railway Company, accjuirod })y the Lessors under 
 and by virtue of an indenture of sale thereof, made and 
 executed by and between the Lessors and the said Atlantie 
 and North-West Railway Company, with the authority 
 of their respective shareholders, bearing date the third 
 day of December, 1883. 
 
 (h.) That portion of the Railway of the Lessors, which 
 they were and are authorised to build by their Act of 
 Incorporation and the Acts "amending the same, (extending 
 from the point of junction with the Railway of the Atlantic 
 and North-West Railway Company hereinbefore described, 
 to the village 'of Smith's Falls in the said ProvMi<e of 
 Ontario. 
 
 (c.) That portion ol Railway, heretofore formiivv part of 
 the Canadian Pacific Railway, extending froia the said 
 village of Smiil. "alls to the Town of Perth, in the aid 
 Province of Ontario, acquired by the Lessors under and by 
 virtue of an indenture of sale thereof from the Lessee d to 
 the Lessors, executed under the authority of the share- 
 holders of the Lessors and Lessees, respectively, and 
 bearing date the third day of December, 1883. 
 
 (d.) That portion of the Railway of the Lessors con- 
 structed by them under their Act of Incorporation, extend- 
 ing from the said Town of Perth to the City of Toronto, in 
 the Province of Ontario. 
 
 [e.) That certain railway, heretofore called and known 
 as the Credit Valley Railway, extending from the said 
 City of Toronto to the Town of St. Thomas in the said 
 Province of Ontario, together with all the branches thereof; 
 which said last-mentioned railway and branches became 
 part of the said consolidated Railway of the Lessors, 
 under and by virtue of an indenture of amalgamation 
 between the Lessors and the Credit Valley Railway Com- 
 pany, executed under the authority of the shareholders of 
 the Lessors and of the said last-mentioned Company, res- 
 
pectively, and bearing date the thirtieth day of November, 
 
 1883. 
 
 2. To have and to hold the said consolidated railway, to 
 the Lessees in perpetuity, together with all the stations, 
 station -grounds, freight - houses, shops, engine -horses, 
 water-tanks, sidings, turntables, water and water-rights, 
 and all other buildings and structures whatsoever belong- 
 ing to the said Lessors, and construc'-ed, created, acquired 
 or used for the purposes of the said consolidated railway, 
 together also with all cars, locomotives, materials, plant 
 and machinery now held or owned by the said consoli- 
 dated railway, and together also with all lines of railway 
 now leased, held or controlled by the Lessors, with their 
 rolling stock, plant, and appurtenances ; and specially the 
 following railway lines held under lease by the Lessors 
 as standing in the rights of the said Credit Valley Railway 
 Company, and of the Ontario and Quebec Railway Com- 
 pany before consolidation, viz : — 
 
 (a.) The Toronto, G-rey and Bruce Railway, as the same 
 was leased for 999 years, and is described in and by a 
 certain indenture of lease executed by the Toronto, G-rey 
 and Bruce Railway Company to and in favour of the said 
 Ontario and Quebec Railway Company, dated the twenty- 
 sixth day of July, 1883. 
 
 (b.) Also the London Junction Railway, as the same was 
 leased for 999 years, and is described in that certain inden- 
 tur(> of lease made and executed by the London Junction 
 Railway Company to and in favour of the said Credit 
 Valley Railway Company, bearing date the nineteenth day 
 of November, 1883. 
 
 2. And the Lessors covenant and agree with the Lessees, 
 to proceed forthwith with the completion of their railway 
 from the said Town of Smith's Falls, to a point of junction 
 with the railway acquired by the Lessors from the Atlantic 
 and North- West Railway Company near Montreal; such 
 
9 
 
 construction to be effected either by contract or by day 
 labour, or both, as shall hereafter be agreed upon between 
 the parties hereto. That the said portion of the said 
 railway shall be constructed and completed in an efficient 
 and workmanlike manner, of a standardof quality of work 
 and materials in all respects equal to the average of the 
 railway of the Lessors, lying between the said City of 
 Toronto and the said Town of Perth. And the Lessees 
 shall have the right of supervising the work of construc- 
 tion thereof, and shall have the right to appoint a superin- 
 tendent of construction, whose duty it shall be to examine 
 and supervise such construction, and to cause the said 
 portion of railway to be built of the standard of quality 
 herein agreed to ; in default whereof, and upon the report 
 of such superintendent to that effect, the Lessees shall 
 have a right to take such proceedings as may be advised 
 by counsel learned in the law, to enforce the fulfilment 
 of the conditions of these presents in respect of the 
 standard of the said work and materials, and to have the 
 same raised to the standard hereby fixed. 
 
 
 3. The Lessees hereby declare that they have taken com- 
 munication of the said indenture of sale, made between the 
 Atlantic and North- West Railway Company and tht; Les- 
 sors, and of all the conditions and considerations therein 
 mentioned ; and they are content and satisfied therewith. 
 And the Lessors hereby covenant and agree to and with 
 the Lessees, that they, the Lessors, will cause the said 
 agreement with the said Atlantic and North- West Railway 
 Company to be carried out in its entirety ; and hereby 
 undertake and guarantee with and to the Lessees, that 
 they, the Lessors, will cause the said portion of the said 
 Atlantic and North- West Railway to be constructed under 
 the said indenture of sale, of a standard equal in quality 
 to the average standard of the work "nd materials of the 
 portion of the railway of the Lessors lying between Toronto 
 aforesaid and Perth aforesaid ; and will also cause the said 
 
10 
 
 bridge over the said River St. Lawrence to be constructed 
 of the best materials and workmanship, iitted and built 
 in the most workmanlike and effective manner ; the bridge 
 to be of iron or steel, and all piers and abutments of 
 first-class heavy masonry ; the whole, according to plans 
 and specifications, to be agreed upon between the Lessors 
 and Lessees, subject in case of dispute to the decision of 
 the engineer of the Lessees, whose determination thereon 
 shall be final. 
 
 4. The portions of the said consolidated line of the Les- 
 sors which heretofore constituted the Credit Valley Rail- 
 way, with its branches and extension, and that part of 
 the heretofore Ontario and Quebec Railway lying between 
 the City of Toronto and the Village of Smith's Falls, 
 together with the said Toronto, G-rey and Bruce Railway, 
 shall be delivered to the Lessees on or before the first day 
 of June next, with all the appurtenances thereof, plant, 
 materials, rolling-stock and supplies, of every kind then 
 on hand. And as to the remaining portions of the said 
 consolidated line, the same shall be delivered in sections 
 as follows, viz : 
 
 The London .Tun<tion Railway as one section. 
 
 The portion of the heretofore Ontario and Quebec Rail- 
 way lying between the Tillage of Smith's Falls and the 
 junction with the portion of the Atlantic and North-West 
 Railway hereby leased, as another section. 
 
 The portion of the Atlantic and North-West Railw^ay 
 hereby leased, exce^ ting the bridge, as another section. 
 
 The bridge of the Atlantic and North- West Railway as 
 another section. 
 
 And the delivery of the said sections shall be so made 
 as the same are completed respectively, according to the 
 terms and conditions of these presents, and according to 
 the existing agreements respecting the same, between the 
 Lessors and the several Companies from whom the said 
 sections were acquired. 
 
11 
 
 5. The present lease is thus made for aud in consider- 
 ation of a rental to be composed and paid as follows, viz : — 
 
 {a). The interest at the rate of five per cent per annum 
 upon the debenture stock of the Lessors, which shall be 
 issued by them in conformity with the said Indenture of 
 amalgamation with the Credit Valley Railway Company. 
 
 (b). The interest at the rate of five per (;ent per annum 
 upon the debenture stock which the Lessors shall issue 
 in respect of the acquisition, construction and completion 
 of the said line of the Atlantic and North West Railway 
 Company, betw^een the several points hereinbefore des- 
 cribed ; together with the said bridge over the River St. 
 Lawrence. 
 
 (c). In the event of the Atlantic and North West Rail- 
 way Company issuing and floating bonds as a means of 
 constructing its railway, terminus and bridge, then and in 
 that case, and in lieu of the interest on debenture stock 
 mentioned in the last preceding sub-section, the interest 
 upon such bonds shall form part of such rental, payable 
 in manner and form, and at the times, fixed by the terms 
 of such bonds ; provided always that such bonds do not 
 exceed in the aggregate, the cost of the said railway, 
 terminus and bridge, computed and established as pro- 
 vided by the said last-mentioned indenture. 
 
 {(l). The interest, at the rate of live per cent per annum, 
 on the debenture stock of the Lessors to the extent of 
 three hundred thousand dollars, to be issued in payment 
 of the purchase-money of that por j iou of the line of rail- 
 way of the Lessees, extending from the said Village of 
 Smith's Falls to the said Town of Perth, under and by 
 virtue of the indenture of sale thereof hereinbefore men- 
 tioned. 
 
 (e). The interest at the rate of five per cent per annum 
 upon the debenture stock of the Lessors, amounting to five 
 million dollars, issued or to be issued, by the Lessors for 
 
12 
 
 .1 ! 
 
 , 1 
 
 i I 
 
 
 the cost of construction and equipment of their Railway 
 from the city of Toronto to the town of Perth. 
 
 (f). The interest at the rate of five per cent per annum 
 upon the debenture stock of the Lessors, to be issued 
 for the cost of construction and equipment of the exten- 
 sion of the line of the Lessors from the said Village of 
 Smith's Falls to a point of junction with the portion of 
 the Atlantic and North-west Railway acquired by the 
 Lessors, as hereinbefore stated. 
 
 {g). The rental by the Lessors agreed to be paid to the 
 Toronto, Grey and Bruce Railway Company, under and 
 by virtue of an indenture of lease executed by the said last 
 named Company to the Lessors, bearing date the twenty- 
 sixth day of July last. 
 
 (h). The interest payable to the bondholders of the 
 London Junction Railway Company upon the bonds of 
 the last-named Company, amounting to three hundred 
 and five thousand dollars, at the rate of six per cent, per 
 annum, in manner and form, and at the times stipulated 
 in the said Indenture of lease of the said London Junc- 
 tion Railway to the said Credit Valley Railway Company, 
 hereinbefore mentioned. 
 
 (i). The interest at the rate of six per cent per annum 
 upon the sum of two millions dollars, being the amount 
 of the common stock of the Lessors, duly issued and paid 
 up in full. 
 
 6. The said rental shall commence to run, accrue and 
 become due as follows viz : upon the portion of the con- 
 solidated line of the Lessors, heretofore composed of the 
 Credit Valley Railway and the portion of the Ontario and 
 Quebec Railway, lying between the City of Toronto and 
 the Village of Smith's Falls, together with the said leased 
 line, the Toronto, Grey and Bruce Railway, the rental shall 
 commence to run, accrue, and become due from the first 
 day of June next. But if delivery of the said portions of 
 
13 
 
 the said consolidated line, complete and in running order, 
 be not made to the Lessees on or before the said last- 
 mentioned day, then the said rental shall commence to 
 run, accrue, and become due from and after the day, on 
 which such delivery thereof in the said condition shall be 
 made to the Lessees. And as to the rental of the remain- 
 der of the said consolidated line, the rental of each of the 
 said sections thereof hereinbefore described, shall com- 
 mence to run, accrue, and become due upon and from the 
 day. on which delivery of such section shall be made to 
 the Lessees, complete and in running order, to their 
 satisfaction. 
 
 7. And in the event of the bonds of the London Junction 
 Railway Company, or of the Atlantic and North-West 
 Railway Company, if issued, maturing and becoming due 
 and payable, the Lessors hereby agree and undertake to 
 redeem the capital of the said bonds, or any of them, which 
 shall become exigible ; and for that purpose, will issue a 
 further amount of debenture stock covering the amount of 
 the capital of the said bonds, or of any of them, which 
 the said Lessors shall become obliged to pay ; and there- 
 upon, as a further portion of the rental so hereby agreed to, 
 the Lessees shall pay interest upon the said debenture 
 stock at the rate of five per cent per annum, in the place 
 and stead of interest on the bonds of the said last- 
 mentioned Companies respectively, as hereinbefore agreed. 
 
 8. The rental or interest hereinbefore agreed to be paid 
 by the Lessees to the various Companies, bondholders and 
 stockholders, respectively, hereinbefore mentioned, shall 
 be so paid half-yearly ; the interest upon the said deben- 
 ture stock and upon the said common stock of the Lessors, 
 to be so paid on the first days of June and December in 
 each year, respectively, at the Bank of Montreal, in the 
 City of Montreal, in the Province of Quebec ; and the 
 interest upon the bonds of the London Junction Railway 
 Company and of the Atlantic and North- West Railway 
 
14 
 
 Company (ii' any bonds of the latter Company shall be 
 issued), shall bi^ payable at the said Bank oi' Montreal, in 
 Montreal, on the days mentioned in the bonds ol' the said 
 Companies, respectively. 
 
 9. To avoid expense and circuity, the Lessees have 
 agreed to pay, and they do hereby covenant, bind and 
 oblige themselves to pay, the said rental, direct to the 
 holders of Ihe said debenture stock, common stock, and 
 bonds, respectively, in proportion to the amount of such 
 stock or bonds such holders may possess ; and the Lessees, 
 upon the request of the Lessors, will make and execute an 
 undertaking or certificate to be endorsed upon, or appen- 
 ded to the said debenture stock and bonds respectively, 
 declaring the obligation of the Lessees to pay the said 
 interest, and covenanting and agreeing with the holders 
 thereof, as they do hereby covenant and agree, to pay such 
 rental direct to the holders of such debenture stock and 
 bonds, respectively, as interest thereon ; and consenting and 
 agreeing, as they do hereby consent and agree, that they 
 shall be held liable directly to the holders of such stock or 
 bonds, respectively, for the payment of such rental or 
 interest. 
 
 10. If, in the course of the financial arrangements of the 
 Lessors for the purpose of raising the money required for 
 the various purposes of construction and equipment, or of 
 redemption of bonds, referred to herein and in the said 
 several indentures, it should be found more advantageous 
 to the Lessors to issue, and they should determine to issue, 
 their mortgage bonds in the place and stead of the deben- 
 ture stock contemplated by the terms hereof, but not 
 exceeding in amount or rate of interest, the debenture 
 stock, the interest upon which is payable by the terms 
 hereof, as part of the rental of the said consolidated line 
 of Railway ; then, and in that case, the interest, which it 
 Is stipulated shall be paid by the Lessees as such rental 
 or interest, shall be so paid as interest upon such bonds, 
 
15 
 
 instead oi" as interest upon such debenture stoek. And 
 in that case, the Lessors shall make the interest coupons 
 upon such bonds payable hall-yearly, at the dates and place 
 hereiubei'ore fixed for the payment of the interest upon 
 the said debenture stock ; and the Lessees shall be bound 
 to pay the said interest coupons at the said time«, res- 
 pectively, and at the said place, as they have hereinbefore 
 agreed and covenanted to pay the interest on the said 
 debenture stock. And in like manner, the interest upon 
 the said bonds shall be payable to the holders of such 
 bonds ; and the Lessees hereby covenant and agree to and 
 with such holders, that they will pay the said inti'rest to 
 them direct, and will make and execute a certificate upon 
 each of such bonds containing the said covenant, and will 
 in all respects deal with the said bonds, and with the 
 interest thereon, mufMtis mutandis, as they have hereinbefore 
 agreed and bound themselves to deal with the said deben- 
 ture stock, and with the interest ther«'on. 
 
 IL During the continuance of the present lease, the 
 Lessees shall have the right to enjoy all the franchises and 
 powers of the Lessors, in respect of the running of the said 
 Railway, and of each and every part thereof. And shall 
 also be entitled to exercise and enjoy the franchises and 
 powers of the Lessors, in respect of the acquisition of 
 increased areas of land for station-gTounds, right of way, 
 protection against snow,'sidings and other purposes. And 
 they are hereby authorised by the Lessors to take all legal 
 proceedings that may be necessary in the exercise of the 
 said franchises and powers, and for that purpose to use 
 the name of the Lessors and of the ofiicers thereof: which 
 officers are hereby authorised and required, upon the 
 demand of the Lessees, to appi^nd their signatures, and to 
 aifix the seal of the said Lessors, to any document or instru- 
 ment that may be necessary or useful, in the exercise or use 
 of the said franchises. 
 
 12. The Lessees covenant to and with the Lessors, that 
 
16 
 
 thoy, th(> Lessoos, will officioiitly work, maintain, and keep 
 in good order and repair, the said Itailway and the rolling 
 stock and appurtenances thereof, and all the property 
 hereby demised, and will at the expiry of the present 
 lease, yield up the same or other rolling stock and equip- 
 ments of equal value, to the Lessors, in like good order and 
 condition. 
 
 13. The Lessors covenant to and with the Lessees, that 
 they, the L(;ssees shall have peaceable and undisturbed 
 posf^ession of the Railway and other the premises hereby 
 demised and leased ; and that upon notice of any breach, 
 trouble, or disturbance, they will at their own cost and 
 charges defend the title of the Lessors : in default whereof 
 these presents shall cease and be void at the option of the 
 Lessors. 
 
 14. The Lessors agree that they will, at the request of 
 the Lessees, affix the name and seal of the Lessors, and 
 do all acts, matters, and things, as and when necessary, 
 for the convenient, efficient and effectual working of the 
 Railway, and for carrying out and giving effect to the 
 lease hereby made. And they further agree that the 
 Lessees shall have the right to make and enforce such 
 lawful Rules, Regulations and Bylaws touching or con- 
 cerning the running and operation of the said Railway, as 
 shall be required for the efficient and advantageous 
 administration, management and operation thereof, and 
 for the preservation of order thereon ; and as the Lessors 
 are authorized to make, under and by virtue of their 
 charter, and of the Consolidated Railway Act of 18*79 and 
 the amendments thereof ; and shall also have the right 
 to fix and regulate, and from time to time amend and 
 alter, the tariff of rates and tolls to be exacted for the 
 carriage of freight and passengers over the said consoli- 
 dated line and leased lines. And in the event of the Lessees 
 deeming it exx)edient that such By-laws, Rules and Regu- 
 lations, or such tariff, or both, should be made by the 
 
It 
 
 
 Lessors, they, the Lessors, hereby covenant and agree to 
 make and pass such By-laws, Rules and Regulations, or 
 tariff, or both, as shall reasonably be required of them by 
 the Lessees. But such By-laws, Rules and Regulations and 
 such tariff, by whomsoever made and passed, shall be sub- 
 ject to the provisions of the Consolidated Railway Act of 
 18*79 and the amendments thereof, and of any general Rail- 
 way Act of the Dominion, applicable to the said Railway. 
 And the Lessors will allow the Lessees to use the Lessors' 
 name, in any suit or proceeding in which it may be neces- 
 sary to use the same in connection with the working of the 
 Railway. But all costs, damages and expenses, which may 
 arise from the use of the name of the Lessors, shall be 
 borne and paid by the Lessees. 
 
 16. The Lessees shall be bound, at their own expense, to 
 provide for the salary of an officer of the Lessors, who shall 
 be the Secretary and Transfer-Clerk of the said Lessors, at 
 the City of Montreal in the Province of Quebec, which 
 Secretary and Transfer-Clerk shall be a person satisfac- 
 tory to the Lessees. And the parties hereto covenant and 
 agree that the office for the transfer and registration of the 
 stocks and bonds of the Lessors, and of the said leased 
 lines, shall be established at Montreal aforesaid, in the 
 office to be s provided for the Lessors ; and that the chief 
 place of business of the Lessors shall be established for 
 the future at Montreal aforesaid. And in so far as the 
 Lessors do not possess the requisite powers to enable them 
 to remove their said office to Montreal, and to establish 
 their transfer-office there, they hereby covenant and agree 
 to apply for and endeavour to obtain, legislative authority 
 for that purpose. 
 
 It. The Lessees shall protect the Lessors against any loss, 
 damage or claim that may arise in working the traffic of the 
 said Railway under the present lease, and shall do and 
 perform all the acts, conditions, matters, and things which 
 the Lessors are bound by their charter to do and perform, 
 
I 
 
 18 
 
 in rospect of the said Railway, and of the Government of 
 (^mada. And the Lessees shall bear and pay all the 
 expense ineurred in doing* and performing* all such aets, 
 matters, and things, imd in providing all mattiu's and things 
 required for the maintenance and operation of the Rail- 
 way, in conformity with the laws of the Dominion of 
 Canada. 
 
 18. The L(\ssees h(n*eby assume all contracts entered into 
 by the said Toronto, G-rey and Bruce Railway Company, 
 in relation to operating the tralli(; of the said last-men- 
 tioned Company : line, and of all rentals and charges in 
 connection with any wharves, steamers, lands or other 
 property or equipment used by, or service rendered to, 
 the said Toronto, Grey and Bruce Railway Company, in 
 connection with the operation of its line : the whole as 
 more particularly set forth in the deed of lease of the 
 Toronto, Grey and Bruce Railway Company to the Lessors 
 hereinbefore referred to, and in the schedule thereto 
 annexed. 
 
 19. Li the event of non-payment of the rental hereby 
 reserved, for the space of ninety days, after any instalment 
 thereof .shall fall due according to the terms hereof ; or in 
 the event of substantial failure to maintain, work, repair 
 or operate the said Railway for the space of ninety days 
 continuously alter written demand ; the presentlease shalb 
 at the option of the Lessors, become void ; and the Lessees 
 shall, in that event, yield up possession of the said 
 Railway, and other the premises hereby^ leased, in good 
 order and condition, as the same shall be delivered to 
 them under the present lease. 
 
 20. Nothing in this indenture contained shall affect the 
 rights of the creditors of the Lessors against them, or their 
 rights or remedies against the property of the Lessors : 
 all of which shall be and remain unaffected in any respect 
 by the terms and conditions hereof. 
 
 Foi 
 
19 
 
 ^n U'(tnf,«f^' U'hrrfof the parti(?s hereto have rauned these 
 presents to be executed in triplicate, aud their r(»spective 
 seals to be attached hereto, at the times and places res- 
 pectively set opposite the signatures of their excciitive 
 officers. 
 
 For the Ontario & Quehec Ey. Co. 
 
 Executed by the Ontario and Quebec 
 Railway Company at the City of 
 Toronto , in the Province of On- 
 tario, the Fourth day of January, 
 1884. 
 
 EDM. B. OSLER, 
 
 President. 
 
 //. W. NANTON. 
 
 Sec.-Trcas. 
 
 For the Canadian Pacific Ry. Co, 
 
 Executed by the Canadian Pacific 
 Railway Company at the City of 
 Montreal, in the Province of 
 Quebec, the Tiventy-third day of 
 January, 1884. 
 
 GEO. STEPHEN, 
 
 President. 
 
 C. DRINKWATER, 
 
 Secretary.