alty of the city of Albany, with such equality and extent of lien as is directed by the said fourth requirement of the second section, and by the sixth section of the said act;

NOW THEREFORE, for the purpose of securing the payment of the principal and interest of the said series of one thousand bonds, as contemplated by the said last mentioned act, and without prejudice to the equal lien and security of any mortgage which the said company may hereafter execute to the mayor, aldermen aud commonalty of the city of Albany, to secure the said loan from the said city, in accordance with the provisions of said last mentioned act, and in consideration of the sum of one dollar to the said party of the first part in hand paid by the said parties of the second part, trustees as aforesaid, the receipt of which is hereby acknowledged, the said party of the first part hath granted, bargained, sold, transferred and conveyed, and by these presents doth grant, bargain, sell, transfer and convey to the said parties of the second part, their survivors, successors and assigns in the trust hereby created, all and singular the following described property, to wit: The said Albany and Susquehanna Railroad from its terminus in the city of Albany to its terminus in the village of Binghamton, as the same is laid down on the maps of the location thereof filed or to be filed in the clerks' offices of the several counties of Albany, Schenectady, Schoharie, Otsego, Delaware, Chenango and Broome -through or into which the line of the said road runs-including the land purchased or acquired, and also that which may hereafter be purchased or acquired for the roadway and depot grounds of the said road, the said party of the first part reserving to itself the right (with the consent of the said trustees, parties of the second part) to sell and convey any portion or parcels of the said lands or real estate which are or may not be requisite or desirable for the use of the said road; and any such portions or parcels of land thus sold and conveyed, shall be deemed, thenceforth, free and clear from the lien of this mortgage; but the proceeds of any such sale shall be received by the said trustees, and shall be invested and held by them as a fund towards the payment and redemption of the said bonds, or be applied by them directly to that purpose:

TO HAVE AND TO HOLD the said premises and every part thereof, with the appurtenances, unto said parties of the second part, their successors in the said trusts and their assigns, as security for the payment of the principal and interest of the said series of one thousand bonds hereinbefore described-but subject, never

theless, to the right which is hereby expressly reserved, to the said party of the first part, hereafter to execute to the said mayor, aldermen and commonalty of the city of Albany, a mortgage upon the said real estate, road and appurtances, in pursuance of the provisions of the said act of the Legislature of April 10th, 1852, to secure the payment of the principal and interest of the bonds of the said city thereby authorized to be issued, and the other payments mentioned in the said fourth requirement of the said second section; which mortgage, when executed, shall be a lien on the said real estate, road and appurtenances, equal and to the same extent as this mortgage, and with as full effect as if both mortgages had been simultaneously executed and recorded-and upon the trusts following, to wit :

If the said party of the first part shall fail to pay the principal, or any part thereof, or any payment of interest on all or any of the said series of one thousand bonds, when the same shall become due and payable and the payment thereof shall have been duly demanded, then, after ten days from the time of such default, if requested by the holders of one-fourth or more of the whole number of the said bonds, and the said trustees shall, in their discretion, deem it expedient so to do, the said trustees or their successors may enter into and take possession of all or any part of the said mortgaged premises, and, as the attorneys in fact or agents of the said company, by themselves or their agents or substitutes, duly constituted, have, use, manage and enjoy the same, making from time to time all needful repairs and additions thereto and to the equipment thereof; and after deducting the expense of such use, management, repairs, alterations, additions and equipment, and the necessary and proper costs and expenses thereof, and of running said road, apply the net proceeds to the payment of the amounts remaining due and unpaid equally on the said bonds hereby secured; or the said parties of the second part and their successors, in their discretion, may, or if required to do so by one-fourth in amount of the said bondholders, shall cause the whole of the said premises, or in case they shall deem it more advisable, so much only or such parts thereof as they shall or may deem it necessary or expedient to sell for the purpose of paying the said amounts which may be due and unpaid equally on all the said bonds secured, to be sold by public auction in the city of Albany, giving at least sixty days' notice of the time, and place, and terms of such sale, and of the specific property to be sold, by publishing the same in two newspapers of good circulation in the said city, and

also in one newspaper published in the county where said premises to be sold are situated, and execute to the purchaser or purchasers on such sale a good and sufficient deed of conveyance in fee simple for the same, which shall be a bar against the said party of the first part, its successors and assigns, and all persons claiming under them, of and from any rights, interest or claim in or to the said premises or any part thereof, with the appurtenances; and the said trustees, parties of the second part, shall, after deducting from the proceeds of said sale the costs and expenses thereof and of managing the said property, apply so much of the proceeds as may be necessary to the payment of the said amounts which may be due and unpaid, both on the said bonds hereby secured and also on the bonds and payments secured by the said mortgage to the said mayor, aldermen and commonalty, according to their respective rights therein.

And the said party of the first part hereby covenants to execute and deliver to the said parties of the second part, their successors or assigns, any further conveyance of the premises or any part thereof which may be reasonable or proper for fully effecting the object of these presents or for the conveyance of any property, or any further assurance or confirmation of title acquired by the said company subsequently to the date hereof, and which, if now possessed, would be comprehended within the description, hereinbefore contained, of the premises intended to be mortgaged; but any such further conveyance shall be subject to the said equality of lien, as aforesaid, of the said mortgage to be executed to the mayor, aldermen and commonalty of the city of Albany.

And it is further provided and agreed, that the said parties of the second part and their successors shall not be held responsible for any loss or any acts or omissions in the execution of the said trusts, unless occasioned, done or omitted by them willfully and in bad faith.

And it is further provided and agreed, and these presents are upon the express condition, that if the principal and interest on the said series of bonds hereby secured shall be fully paid, that then the estate hereby granted shall be void and the title to the said. premises shall revert to aud vest in the said party of the first part-free and discharged from this mortgage-without any acknowledgment of satisfaction, re-conveyance, entry or other act; but, nevertheless, the said parties of the second part shall, in such case, execute and acknowledge a satisfaction thereof upon being required to do so by the said company or its assigns.

In case of the death, resignation, incapacity or refusal to act of either of the persons herein named as trustees, or of their successors, appointed as hereinafter provided, the person then acting as trustee under this trust may, by a writing under his hand, appoint a successor to fill such vacancy, who shall, with him, be deemed to possess and hold the interest hereby conveyed to the parties of the second part; and if said trustee shall neglect or refuse to appoint a successor, the same may be appointed by any court authorized to fill such vacancy.

IN WITNESS WHEREOF, the said Albany and Susquehanna Railroad Company hath caused its corporate seal to be hereunto affixed, and these presents to be subscribed by its president, the day and year first above written.

(SEAL)

STATE OF NEW YORK,
City and County of Albany, S

SS.

E. P. PRENTICE,
Prest. A. & S. R. R. Co.

On this second day of July, in the year of our Lord one thousand eight hundred and sixty-three, before me came Ezra P. Prentice, of the county of Albany, to me known to be the President of the Albany and Susquehanna Railroad Company, and with whom I am personally acquainted; and the said Ezra P. Prentice, being by me duly sworn, did depose and say, that he resides in the said county of Albany, and that the seal affixed to the above Indenture of Mortgage is the common seal of said company, and was affixed thereto by its authority; that he is the President of said company; and he acknowledges that he executed the said Indenture as such President, pursuant to a resolution of the board of directors of said railroad company.

R. W. PECKHAM,
Just. Sup. Court.

Recorded in the Clerk's Office of the county of Schenectady in Book of Mortgages No. 32 on page 120, &c., July 11th, 1863, at 8 hours A. M.

JAMES G. CAW,

Dept. Clerk.

Paid and satisfied of record, Broome County Clerk's Office, Mch. 2, 1889, in Book 17 of Satisfactions of Mortgages, at page 168.

MORTGAGE OF THE ALB. AND SUSQ. R. R. CO. TO MAYOR, ALDERMEN AND COMMONALTY OF THE CITY OF ALBANY, NOV. 1, 1865.

$1,000,000.

THIS INDENTURE, made the first day of November, in the year of our Lord one thousand eight hundred and sixty-five, between the Albany and Susquehanna Railroad Company, a corporation organized under and in pursuance of an act of the Legislature of the State of New York, entitled "An Act to authorize the formation of railroad corporations and to regulate the same," passed April 2d, 1850, of the first part, and the mayor, aldermen and commonalty of the city of Albany, of the second part, WITNESSETH :

WHEREAS, by an act of the said Legislature, entitled "An Act to authorize the city of Albany to make a loan to the Albany and Susquehanna Railroad Company," passed April 10, 1852, it was by the first section thereof enacted as follows, that is to say:

"Sec. 1. It shall be lawful for the mayor, aldermen and commonalty of the city of Albany to issue bonds, under their corporate seal, to the amount of one million dollars, and to loan the same to the Albany and Susquehanna Railroad Company, the said bonds to be issued in sums of not less than one thousand dollars each, to bear interest at the rate of six per cent per annum, payable semi-annually, and the principal reimbursable at the expiration of thirty years from the time of issuing the same";

AND WHEREAS, by the second section of the last mentioned act it was provided that no portion of the said bonds should be issued or loaned to the said company until certain requirements should have. been fully carried into effect, as follows:

"1. Satisfactory evidence to be furnished to the common council of the city that the route of the road for its entire length, and depot grounds have been designated and purchased; such depot grounds in Albany to be within that portion of the corporate limits of the city lying south of Hamilton street. The passenger depot to be located between Gansevoort and Hamilton streets, and the freight depot and work shops between Ferry and Gansevoort streets, and that said grounds and roadway have been paid for by said company, and are free from incumbrance, so that the mortgage shall be the first lien thereon.