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Company (Limited), will be redeemed by the Government upon terms to be agreed upon with such last-mentioned company, and the interest on such debentures shall be paid by the Government to the holder or holders thereof from the Ist April, 1885, until the date when such debentures are redeemed as aforesaid ; but the company shall remain liable for the payment of all interest due on the said debentures up to the said Ist April, 1885 ; (c) the balance, or sum of £800 (being premium payable to Messrs. J. and A. Anderson on the debentures so issued and held as aforesaid), shall be paid to the New Zealand Loan and Mercantile Agency Company (Limited) in cash. 4. That the company shall remain liable for the discharge of all liabilities in connection with the work done or in progress by the company, and also in connection with the materials obtained (or agreed for) and the lands taken or acquired in connection with the said railway, by the company, up to the 31st March, 1885. 5. That the company shall not hereafter take any proceedings against any ratepayers who have paid or are willing to pay one-half of such rates as the company are authorized to collect up to the 31st March, 1884; and, if any such proceedings have been commenced by the company, the same shall forthwith be stayed, and the company shall pay any costs incurred by it in respect of such proceedings : Provided, however, that any stay of proceedings made in terms of the foregoing provision shall in no wise prejudice the remedies of the company (if any) for recovery of the remaining half of any such rates respectively in the event of Parliament refusing to ratify the agreement hereby intended to be made. 6. That the said company shall be entitled to collect from the ratepayers one-half only of the total amount which may be or may have been authorized by the Minister to be raised by rates for the period from the Ist April, 1884, up to the 31st March, 1885, and shall be entitled to so much, if any, of the Government contribution, up to a limit of two-sevenths of amount of rate deficient towards guaranteed interest up to the same date, as may then remain unpaid, but the said company shall have no further claim on account of rates or guaranteed interest of any description for any period subsequent to the 31st March, 1885, aforesaid. 7. That, in the event of this agreement being approved by the General Assembly as aforesaid, one-half of any rate which any ratepayers have paid in full to the company for any period prior to the 31st March, 1885, shall be returned by the said company to such ratepayers: Provided, however, that, if the General Assembly does not approve this agreement, the rights of the company against the ratepayers shall not be prejudiced either as regards the recovery of rates in full for the past or for the future by reason of anything herein contained. 8. That the said company shall and will, immediately upon the execution of these presents, inform the ratepayers, by a notice published twice in a newspaper circulating in the railway district, that the Government proposes to reduce their liability to be taxed for the guaranteed interest from 5 per cent, as at present to a rate not exceeding one-half of £4 per centum per annum on the total cost of the railway for twenty years from the 31st March, 1885, and that the Government will introduce an Act into Parliament during the present session validating such arrangement. 9. That the Bill to be introduced into Parliament to ratify this agreement shall contain provisions for [a) removing difficulties (if any) in the way of enforcing payment of the half rates aforesaid from the ratepayers from the Ist April, 1882, to the 31st March, 1885 ; (6) for continuing the liability of such ratepayers for payment of such half-rates. 10. That the company will, as from the 31st March, 1885, keep separate accounts from those previously in use, showing the whole of the earnings and expenditure of and in connection with the railway, wherein shall be made all such entries as are usually made and entered in books of accounts of a like nature, and will furnish to the Minister proper extracts from the said books of accounts whenever called upon so to do. 11. That a good and satisfactory title shall be given by the said company to Her Majesty the Queen for all lands described in the First and Third Schedules hereto and to all properties hereby agreed to be sold, and the said company shall pay for all such lands and properties all such sums as may be due or awarded to the owners, lessees, or occupiers on account thereof (including the cost of completing the said titles to Her Majesty the Queen). 12. That the said company shall and will, immediately on payment of the said purchase-money, at the time and in the manner aforesaid, make and execute to Her Majesty the Queen a proper assurance or proper assurances of the premises; such assurance or assurances to be prepared by and at the expense of Her said Majesty, and to be left by the Minister at the office of the company for execution by the company not less than seven days before the day on which it may be arranged that the debentures to be given by the Government as aforesaid shall be handed over to the company. 13. That such of the muniments of title as relate to other property of the company, as well as to the premises hereby agreed to be sold, shall be retained by the company, and the company shall enter into the usual covenant with Her Majesty the Queen for production and furnishing copies of the same. The deed containing such covenant to be prepared by and at the expense of Her said Majesty. 14. Provided always, and it is hereby lastly declared and agreed by and between the said parties hereto, that these presents are executed by way of escrow only, pending the approval of Parliament as aforesaid; and that, in the event of Parliament refusing or delaying to ratify the same, the said company shall have no right of action against Her Majesty or the Government of the colony, or the Minister, nor any claim to compensation for any damages which may occur to the company by reason of such delay or refusal.