binding upon and be obeyed by the officers and employees of the Lake Manitoba Company they having first been reasonably brought to the notice of the superintendent or other designated officer of the Lake Manitoba Company; but such time cards rules and regulations shall be reasonable and just to both companies without unfair preference or discrimination in favour of or against either company and if at any time the Lake Manitoba Company deems any of such time cards rules or regulations to be otherwise than reasonable and just or if the North Western Company declines to make reasonable changes therein within ten days after notice has been given to it by the Lake Manitoba Company of the changes therein required to suit the requirements of the Lake Manitoba Company that company shall have the right to appeal to the arbitrator or arbitrators appointed as hereinafter provided who shall have full power and authority to alter and modify such time cards rules. and regulations complained of so as to make the same reasonable and just to both companies, and in the event of the Lake Manitoba Company having after the expiration of such period of ten days suffered loss or damage by or through any unreasonable time cards rules or regulations of the North Western Company then the North Western Company shall be liable to the Lake Manitoba Company therefor.

7. The superintendent or other designated officer of the Lake Manitoba Company shall be consulted as to all schedules of time to be made for the running of trains of the Lake Manitoba Company over the joint section and in fixing the time of the arrival and departure of trains over and upon the joint section the interests of neither Company shall be unreasonably subordinated to the interests or necessities of the other.

8. Nothing herein is to be construed as limiting the right of either Company to send over the joint section and terminals special trains or engines at pleasure, subject to the usual rules and regulations of the North Western Company governing the running of the same.

9. The Lake Manitoba Company shall have the right during the continuance of this agreement to construct maintain and operate at its own expense telegraph and telephone lines along the right way of the joint section and terminals either by placing its wires not to exceed two in number on the poles of the North Western Company as now or hereafter at any time erected or by erecting poles and lines on the opposite side of the track from the telegraph line of the North Western Company. The construction and erection of such lines are to be at the sole cost and expense of the Lake Manitoba Company and the work of such construction or erection is to be done under the direction of and in a manner satisfactory to an officer of the North Western Company to be appointed by it for that purpose.

10. The Lake Manitoba Company shall have the right at any time at its own expense to remove such lines and poles so erected by it from off the property of the North Western

Company such removal to be done in such manner or to damage or interfere as little as possible with the lines poles and property of the North Western Company.

11. The term for which such running powers and the other rights and obligations herein provided for is to continue shall be fifty (50) years from the date fixed by or under clause 47 of this agreement and after such term of fifty years for a further period of one year from the date upon which the North Western Company or the Lake Manitoba Company shall give written notice to the other of its intention to terminate this agreement.

12. The Lake Manitoba Company may terminate the said term of fifty years and everything in this agreement contained at the expiration of five years from the commencement of the said term of fifty years upon giving to the North Western Company at least six months' previous notice in writing of its intention so to do.

13. The Lake Manitoba Company may terminate this agreement in so far only as it relates to the terminals at the expiration of such period of five years upon giving to the North Western Company at least six months' previous notice in writing of its intention so to do and in the event of such termination the Lake Manitoba Company shall have the right during the continuance of the term of fifty years and any extended term to the use of the main line track included in the terminals and tracks connecting the lines of other companies therewith as if the same formed part of the joint section and the provisions of this agreement respecting rental per mile for the joint section and respecting the proportion of expense of repairing and maintaining the same payable on the wheelage basis and all other provisions respecting the joint section shall apply to the said portion of the main line track and said connecting tracks included in the terminals.

14. The Lake Manitoba Company shall during the said term of fifty years and any extended term or until the provisions of this agreement are earlier terminated as herein provided pay to the North Western Company at its office in the city of Winnipeg a yearly rental for such running powers and all other rights and privileges herein agreed to be given to it at the rate of two hundred dollars ($200) per mile of the joint section the said mileage hereby being fixed at thirty-six miles and one thousand dollars ($1000) per annum for the use of the terminals and the same is to be paid in equal half yearly payments in each year from the commencement of said term whether the Lake Manitoba Company shall use the said property or not during such period unless any such non-user has been caused by some act or default of the North Western Company.

15. The Lake Manitoba Company shall in addition to the said rentals pay to the North Western Company such proportion of the expense of repairing and maintaining the joint section during the last preceding calendar month as the num

ber of wheels per mile The Lake Manitoba Company shall run over the joint section or any part thereof bears to the whole number of wheels per mile run over the said joint section or any part thereof during the same period of time and of all taxes and assessments municipal parliamentary or otherwise imposed upon the joint section and of all premiums of insurance paid for insurance on buildings and erections upon the joint section and of the wages of all station agents station men train despatchers signal men track men (but not train men) employed upon the joint section and of other expenses necessary to the safe and convenient. working of the joint section and of the salaries and expenses of any general officers who may be employed on any special work done on the joint section during the time so employed.

16. The Lake Manitoba Company shall also in addition pay to the North Western Company half yearly at the same time as the rentals are payable such proportion of the interest at the rate of five per cent per annum reckoned upon the wheelage basis in the last clause mentioned of the cost to the North Western Company of any improvement made with the written consent of the Lake Manitoba Company upon the joint seetion including the erection of fences and sign boards referred to in clauses 22 and 23 hereof and of all property acquired with such written consent during such term extended term in connection with the joint section for the purposes of carrying the objects of this agreement into effect the right to use which is given to the Lake Manitoba Company by this agreement, and if any such improvements be made or property be acquired without such consent and should the Lake Manitoba Company refuse to pay such proportion of interest on the cost thereof the question as to whether it should or should not pay the same shall be referred for determination to arbitration as hereinafter provided for.

as

or any

17. The Lake Manitoba Company shall also in addition pay to the North Western Company half yearly at the same time the rentals are payable the proportion hereinafter defined of the interest at the rate of five percent per annum on the cost of any improvements made with such written consent upon the property comprising the terminals and upon the cost of all property acquired with such consent during said term or extended term for the purposes of carrying the objects of this agreement relating to the terminals into effect and shall also pay monthly as in clause 18 hereof provided the said proportion of the cost of all repairs maintenance and renewals of the said terminal property and of all taxes and assessments whether municipal parliamentary or otherwise imposed upon the terminals, and of all premiums of insurance paid for insurance on buildings and erections upon the terminals such proportion being that which the business done at and upon the terminals by the Lake Manitoba Company bears to the total amount of business done at and upon the terminals during the same period of time and

and also monthly as in clause 18 hereof provided its proportion reckoned on the aforesaid basis of the wages of all agents and employees employed at the terminals and of all other expenses necessary to the safe and convenient maintenance and working of the tracks and switches included in the terminals and of all expenses of switching thereon and also its proportion reckoned on the aforesaid basis of salaries and expenses of any general officers who may be employed on any special work done on the terminals during the time so employed and also its proportion reckoned on the aforesaid basis of the cost of handling and billing of freight at and upon the terminals and if any such improvements be made or property be acquired without such consent and should the Lake Manitoba Company refuse to pay such proportion of interest on the cost thereof the question as to whether it should or should not pay the same shall be referred for determination to arbitration as hereinafter provided for.

18. The amounts to be paid by the Lake Manitoba Company provided for in clauses 15, 34, 35, 37 and 39 of this agreement shall be settled and paid monthly between the twentieth and thirtieth days of each month during the continuance of this agreement

For the purpose of ascertaining the said amounts and for the proper carrying into effect the terms of this agreement it shall be the duty of each Company on or before the fifteenth day of each month to cause to be made out and rendered to the other Company true and just accounts and statements in writing requisite for that purpose and each Company shall allow to the other or any of its officers proper inspection of all books accounts returns and vouchers for the purpose of checking or verifying the same and each Company shall have the right from time to time to employ an auditor to investigate the accuracy of the said statements or accounts and shall from time to time afford to the other all proper facilities for such investigation. The acceptance or making of any payment before an audit or verification shall not prejudice the rights of either Company to audit or verification or to demand and collect such further sum or any over payment as it shall justly be entitled to.

19. The Lake Manitoba Company shall have the right during the said term or any extended term at a nominal rent and under the form of lease at present in use by the North Western Company in similar cases to erect on the right of way of the North Western Company and to use any buildings which it considers necessary in addition to those of the North Western Company for the transaction of its business at or near any of the stations upon the joint section branch lines and spur tracks and to make and use all necessary connections between the said buildings and the line of the North Western Company the site and location of the said buildings to be mutually agreed upon between the Companies or if not so agreed upon to be referred to arbitration as hereinafter provided and the

Lake Manitoba Company shall have the right at the expiration or other determination of this agreement or whenever it desires so to do to remove all such buildings, restoring as far as possible the right of way so occupied to its original condition. 20. The North Western Company agrees that it will at all times during the continuance of this agreement maintain and keep the joint section and terminals and all of its property which may at any time be used by the Lake Manitoba Company under the provisions of this agreement in good order repair and condition.

21. The North Western Company agrees that it will at all times during the continuance of this agreement keep the buildings upon the Joint Section and Terminals insured to the extent of their full insurable value and in the event of the destruction or damage by fire of any of such buildings or part thereof the Lake Manitoba Company shall only be called upon to contribute its proper proportion under the terms of this agreement of the cost of the restoration or repairing of any such building in excess of the full insurable value thereof whether the same has been so kept insured or not and whether the insurance money has or has not been received. Provided always that any building so destroyed or damaged shall be rebuilt or restored to the same general character as before unless the Lake Manitoba Company consents to rebuilding or restoration of a more expensive character.

22. Defective fences or lack of fences along the right of way of the joint section and surrounding the property pertaining thereto and the failure to erect sign-boards at street and road crossings in compliance with the laws of the Dominion of Canada or the erection of sign-boards which do not fully comply with such laws and latent and unknown defects in the property comprised in this agreement or any part thereof or such defects therein as are equally well known to both Companies shall not be construed to be a breach of the above covenant to repair on the part of the North Western Company unless and until after notice in writing by the Lake Manitoba Company the North Western Company has failed to proceed with reasonable despatch to erect or repair and make good the

same.

23. In the event of the North Western Company not proceeding with reasonable despatch after the giving of such notice to repair and make good such defects or to erect repair or make good such fences and sign-boards the Lake Manitoba Company may do so and for that purpose may enter upon the Joint Section and Terminals at reasonable times and thereafter may charge the cost of such erections and repairs to the North. Western Company and deduct the same from any moneys which may become due thereafter under this agreement to the North Western Company and the Lake Manitoba Company after being reimbursed such cost or expense shall pay to the North Western Company such sum by way of contribution to