lent shall be rebuilt or replaced by the Station Company, and the cost thereof, less the amount of insurance received, shall be charged to the current expense for maintenance, renewal and operation. § 15. It is agreed that other railway companies may be admitted to the common use of the station and facilities by the unanimous consent of the parties hereto not in default. 16. In case of any difference or dispute as to the construction or interpretation of this agreement upon which the parties are unable to agree, the matter concerning which there is a controversy shall be submitted to three competent disinterested arbitrators, one of whom shall be appointed by the party or parties holding to one contention, and the other by the party or parties holding to the contrary contention involved in such difference or dispute, and the two so appointed shall elect a third disinterested and competent person, and the decision of this Board, or of a majority, shall be final and conclusive between the parties. Should one of the parties neglect to appoint an arbitrator as aforesaid for the period of twenty days after written notice to make such appointment, then and in that event the other party or parties shall select another competent disinterested person, and these shall select an additional competent disinterested person and the three so chosen shall hear and decide such differences, and their decision, or that of a majority, shall be final and conclusive between the parties. In case the two arbitrators, chosen in either of said ways, fail to agree within thirty days on a third arbitrator, then the third arbitrator shall be appointed by the United States District Judge, Northern District, Illinois, senior in service, and the three so chosen shall hear and decide such differences, and their decision, or that of a majority, shall be final and conclusive between the parties. Each company involved in an arbitration proceeding shall assume its individual expense, and all joint expense shall be divided equally among the companies taking part in the arbitration. This section shall not apply to any matter requiring the unanimous vote of the Board of Directors of the Station Company, or to any matter arising under the provisions of Sections 5 or 21 hereof. 17. The Pennsylvania Railroad Company, hereby assents to, and affirms the execution of, this agreement, and hereby guarantees the performance by Pennsylvania Company of the obligations herein assumed by it. 18. In the event of the termination by lapse of time, or otherwise, of the lease of Pittsburgh, Fort Wayne and Chicago Railway Company to The Pennsylvania Railroad Company, dated June 7, 1869, Pittsburgh, Fort Wayne and Chicago Railway Company, or its lessee, or assignee, for a period of one year thereafter, and conditional upon its exercising an option which it has for the purchase of Station Company stock owned by Pennsylvania Company, shall have the right to accept the benefits of this contract. Pittsburgh, Fort Wayne and Chicago Railway Company agrees that, if it makes use of the said station and facilities, it will assume all of the obligations of Pennsylvania Company and The Pennsylvania Railroad Company under this contract; in which event all of the parties hereto agree that Pittsburgh, Fort Wayne and Chicago Railway Company will thereafter be substituted for Pennsylvania Company as one of the herein designated "Proprietary Companies" but Pennsylvania Company and The Pennsylvania Railroad Company shall not be released or discharged from their obligations hereunder except by the unanimous vote of the Board of Directors of the Station Company. 19. The Station Company covenants and agrees that in case the corporate existence of the said Station Company for any reason is not renewed or extended, it will not sell, lease, or transfer, or permit to be sold, leased, or transferred, the said station and facilities and property covered by this agreement, so as to deprive the Proprietary Companies or any of them, of the right to enter upon and use the said station and facilities and property, in the manner and upon the terms provided in this agreement; and any sale (except in the enforcement of the said First Mortgage), lease, or transfer of the said station and facilities and property made, or permitted, by the said Station Company or by its stockholders, shall be subject to the terms of this agreement, which shall remain in full force and effect, notwithstanding such sale, lease, or transfer; and this covenant shall be construed as a covenant imposed upon and running with the lands, property and rights of the Station Company. 20. The covenants of this agreement shall be binding upon and inure to the benefit of the respective parties hereto, their successors, lessees, grantees and assigns. No assignment by any of the Proprietary Companies of its rights under this agreement, whether in connection with the sale of the assigning Proprietary Company's railway and other property, or otherwise, shall release such assigning Proprietary Company from any of its obligations under this agreement. If any of the Proprietary Companies shall consolidate with any railway company, the consolidated company shall be liable to make all payments and to perform all obligations which would be obligatory upon each of the constituent companies, if such consolidation had not been made, and shall likewise succeed to all the rights, privileges and advantages of said constituent companies. 21. This agreement is in all respects subject and subordinate to the said First Mortgage and the rights of the Trustee and the holders of the bonds issued or to be issued thereunder; and shall be in full force and effect from and after August 1, A. D. 1915. In witness whereof, The parties hereto have caused this agreement to be executed by their proper officers duly authorized and their respective corporate seals to be hereto affixed and attested by their respective Secretaries, the day and year first above written. [CORPORATE SEAL] Attest: W. G. WHITE, Secretary. CHICAGO UNION STATION COMPANY, I, Abner J. Stilwell, a Notary Public in and for the said County in the State aforesaid, do hereby certify that J. J. Turner, personally known to me to be the President of Chicago Union Station Company, a corporation, and W. G. White, personally known to me to be the Secretary of the said corporation, whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that, as such President and Secretary, they signed and delivered the said instrument of writing as President and Secretary of the said corporation and caused the Corporate Seal of the said corporation to be affixed thereto, pursuant to authority given by the Board of Directors of the said corporation, as their free and voluntary act, and as the free and voluntary act and deed of the said corporation, for the uses and purposes therein set forth. Given under my hand and Notarial Seal this ninth day of July, A. D. I, W. S. Burley, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Hale Holden, personally known to me to be the President of Chicago, Burlington & Quincy Railroad Company, a corporation, and H. E. Jarvis, personally known to me to be the Asst. Secretary of the said corporation, whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that, as such President and Asst. Secretary, they signed and delivered the said instrument of writing as President and Asst. Secretary of said corporation and caused the Corporate Seal of the said corporation to be affixed thereto, pursuant to authority given by the Board of Directors of the said corporation, as their free and voluntary act, and as the free and voluntary act and deed of the said corporation, for the uses and purposes therein set forth. Given under my hand and Notarial Seal this 20th day of July, A. D. 1915. [SEAL] STATE OF ILLINOIS, COUNTY OF COOK. SS. W. S. BURLEY, Notary Public. I, W. D. Millard, a Notary Public in and for the said County in the State aforesaid, do hereby certify that A. J. Earling, personally known to me to be the President of Chicago, Milwaukee & St. Paul Railway Company, a corporation, whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that, as such President of the said corporation, he signed and delivered the said instrument of writing, pursuant to authority given by the Board of Directors of the said corporation, as his free and voluntary act, and as the free and voluntary act and deed of the said corporation, for the uses and purposes therein set forth. Given under my hand and Notarial Seal this 21st day of July, A. D. 1915. [SEAL] W. D. MILLARD, |