also, all locomotives, tenders, cars and other rolling stock or equipment; and all machinery, tools, implements, fuel and materials for the constructing, operating, repairing, or replacing the said railway, or any part thereof, or any of its equipments or appurtenances; and also, all franchises connected with or relating to the said railway, or the construction, maintenance, or use thereof; and all property, franchises, rights and things, of whatever name or nature, which were conveyed by the aforesaid deeds of the said Trustees and Master Commissioners, and of the said Company, to the parties of the first part hereto; subject, nevertheless, to the aforesaid certain deed of trust or mortgage, bearing date on the first day of March, 1862, made by the said James F. D. Lanier, Samuel J. Tilden, Louis H. Meyer, J. Edgar Thomson and Samuel Hanna, parties of the first part, to the said John Ferguson and Samuel J. Tilden, Trustees, creating a first lien upon the property therein and herein mentioned, for the purpose of securing the payment of bonds of the said Company, known as First Mortgage Bonds, amounting in the aggregate to five millions and two hundred and fifty thousand dollars; and subject also, to the aforesaid certain other deed of trust or mortgage, bearing date on the said first day of March, 1862, made by the said James F. D. Lanier, Samuel J. Tilden, Louis H. Meyer, J. Edgar Thomson and Samuel Hanna, parties of the first part, to the said Trustees, creating a second lien upon the aforesaid property, for the purpose of securing the payment of bonds of the said Company, known as Second Mortgage Bonds, amounting in the aggregate to five millions and one hundred and sixty thousand dollars; and subject also, to the aforesaid certain deed of trust or mortgage, bearing date on the said first day of Marchi, 1862, made by the said James F. D. Lanier, Samuel J. Tilden, Louis H. Meyer, J. Edgar Thomson and Samuel Hanna, parties of the first part, to the said Trustees, creating a third lien upon the aforesaid property, for the purpose of securing the payment of bonds of the said Company, known as Third Mortgage Bonds, amounting in the aggregate to two millions of dollars; and subject, also, as to so much of the said railroad, lying between the Federal Street Station, in Alleghany City, in the State of Pennsylvania, and the passenger depot of the Pennsylvania Railroad, on Liberty street, in Pittsburgh, in said State, and of the other property connected therewith, as is embraced within a certain mortgage, made by the Ohio and Pennsylvania Railroad Company to

Thomas T. Firth, of the City of Philadelphia, and Reuben Miller, Jr., of the City of Pittsburgh, bearing date May 6th, 1856, to the lien created by the said mortgage; and subject also, as to the rights of way, depot grounds, lots and premises, in the City and vicinity of Chicago, purchased during the pendency of the said suit, in which Charles Moran and others are complainants, and the said Pittsburgh, Fort Wayne and Chicago Railroad Company, and others, are defendants, as aforesaid, by the agency of the Receiver in the said causes, to the lien of the vendors for the purchase money of the same; and subject also, as to any real estate included in the aforsaid sale by the said Trustees and Master Commissioners, to the lien, if any such exists, of any vendor or former owner of said real estate, not otherwise provided, to be paid by the decrees or orders in the said causes: Provided, nevertheless, and it is the true intent and meaning of these presents, that nothing herein contained shall be construed to express or imply any covenant, by the parties of the first part, or either of them, but that this instrument shall operate to convey, in behalf of the said parties, all the estates and interest in the railway and appurtenances, property, rights, franchises and things hereinbefore described, which the said parties, or either of them, might hold by virtue of the aforesaid conveyances, and which the said parties, each for himself or herself, and not one for the other, can lawfully convey, and no more; and that the said estates and interests are hereby charged with and shall pass, by virtue of these presents, subject to the payment of all liabilities incurred in respect to the said railway or its business, by the said parties of the first part, during their possession of the said rail, way. Together with all and singular the tenements, hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversions, remainders, tolls, incomes, rents, issues, and profits thereof; and also all the estate, right, title, interest, dower and right of dower, property, possession, claim and demand whatsoever, as well in law as in equity, of the said parties of the first part, or of either of them, of, in, and to the same, and any and every part thereof, with the appurtenances. To have and to hold the above-described premises, subject, as aforesaid, unto the said party of the second part, and its successors and assigns, to the only proper use and behoof the said party of the second part, and its successors and assigns, for ever.

And the said party of the second part, for itself and its suc

cessors, in consideration of the premises, and of one dollar to it in hand paid by the said parties of the first part to these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees, to and with the said James F. D. Lanier, Samuel J. Tilden, Louis H. Meyer, J. Edgar Thomson and Samuel Hanna, parties of the first part to these presents, and the survivors and survivor of them, and the executors, administrators and assigns of such survivor, that it, the said party of the second part, and its successors, shall and will at all times hereafter perform and keep all and every the conditions, covenants, agreements and provisions contained in said several deeds of trust or mortgage, or either of them, hereinbefore mentioned, to be by the said party of the second part performed or kept.

And the said party of the second part, for itself and its successors, in consideration of the premises, and of one dollar to it in hand paid by the said parties of the first part, the receipt whereof is hereby acknowledged, further covenants and agrees, to and with the said James F. D. Lanier, Samuel J. Tilden, Louis H. Meyer, J. Edgar Thomson and Samuel Hanna, parties of the first part, and the survivors and survivor of them, and the executors, administrators and assigns of such survivor, that whenever and as often as the said party of the second part, or its successors, shall hereafter acquire any lands, or any equipment, or any other property or things of whatever name, or nature for use in connection with the railway herein before mentioned, or any part thereof, or of any of its equipments or appurtenances, or shall acquire any franchises, including every franchise to be a corporation, which may be hereafter granted to the said Company, the said party of the second part, and its successors, shall and will acquire, possess and hold the same, and each and every thereof, and will likewise hold the franchises to be a corporation, heretofore granted to the said Company, upon the trusts of the three several deeds of trust or mortgage hereinbefore mentioned, until conveyances thereof, in pursuance of the covenant next hereinafter contained, shall be duly made and delivered to the Trustees of the said several deeds of trust or mortgage, respectively.

And the said party of the second part, for itself and its successors, in consideration of the premises, and of one dollar to it in hand paid by the said parties of the first part, the receipt whereof is hereby acknowledged, hereby further covenants and

agrees, to and with the said James F. D. Lanier, Samuel J. Tilden, Louis H. Meyer, J. Edgar Thomson and Samuel Hanna, parties of the first part, and the survivors and survivor of them, and the executors, administrators and assigns of such survivor, that the said party of the second part, and its successors, shall and will, from time to time, and at all times hereafter, and as often as thereunto requested by the Trustees, or by the surviving or continuing Trustee, or their or his successors or successor, of either of the said several deeds of trust or mortgage respectively hereinbefore mentioned, execute, deliver and acknowledge all such further deeds, conveyances and assurances in the law, for the better assuring unto the said Trustees, or to the surviving or continuing Trustee, or their or his successors or successor in the trust created by the said deeds of trust, upon the trusts therein expressed, the railway, equipments and appurtenances hereinbefore mentioned or intended so to be, and all other property and things, whatsoever, which may be hereafter acquired for use in connection with the same, or any part thereof, and all franchises now held or hereafter acquired, including the franchise to be a corporation, as by the said Trustees, or by the surviving or continuing Trustee, or their or his successors or successor, or by their or his counsel learned in the law, shall be reasonably advised, devised or required.

And the said party of the second part, for itself and its successors, in consideration of the premises, and of one dollar to it in hand paid by the said parties of the first part, further covenants and agrees, to and with the said James F. D. Lanier, Samuel J. Tilden, Louis H. Meyer, J. Edgar Thomson, and Samuel Hanna, parties of the first part, and the survivors and survivor of them, and the executors, administrators, and assigns of such survivor, that the said party of the second part, and its successors, shall and will, at all times hereafter, keep open an office or agency in the City of New York, for the payment of interest and principal of the bonds of the Pittsburgh, Fort Wayne and Chicago Railway Company, as the same shall become payable, according to the tenor of the said bonds or of the coupons thereto annexed, as recited and provided in the three several deeds of trust or mortgage herein before mentioned; for the redemption of the principal of the said bonds, as provided in said deeds of trust or mortgage; for the transfer of the capital stock of the said Company; for the registration of the bonds and bondholders, and for such other

business of the said Company as in and by the said three several deeds of trust or mortgage, or either of them, is provided to be done in the said City of New York.

IN WITNESS WHEREOF, the parties of the first part have hereunto set their hands and seals; and the party of the second part has caused its corporate seal to be affixed to these presents, and the same to be attested by the signatures of its President and Secretary, to evidence the acceptance, by the said party of the second part, of the foregoing conveyance, and its execution of the covenants therein contained.

W. H. BARNES, Secretary. G. W. CASS, President.

[Note. The foregoing deed was duly acknowledged, by the grantors therein named, at the City of New York, before CHARLES NETTLETON, Commissioner for the several States, and Notary Public, on or about the twentythird day of April, 1862, and was, subsequently, also duly acknowledged by the Railway Company, and is on record.]