USA > Massachusetts > Worcester County > Warren > Records of the Town of Warren 1903-1915 > Part 2
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to the bien of this indenture and the undertaking and good-will of the business as well as other property here.
and in addition to the property and assets hereinafter described: First. The Company doth hereby grant, sell, alien, remise, convey, confirm and set over to the Trustee, its suc- cereal, quece Mrs , and assigns , upon the trust and conditions hereinafter the fed, all the seas cetate described or mentioned in Schedule a" hereto attached, together with the Buildings and improvements thereon erected, or which way he created pan card land or any part there of ·pertain- ing tiereto, and the machinery there. on and therein whether fixed or not, tore
and designs, and all personal pro- party of similar character used or for use in and about the business of the Company, and all improved and unimproved real property and interests therein that may here after !
be acquired by the Company in sub. stitution for the above described property or any part there of, whereso. ever the same may be situated, to- gether with any bonds, stocks or other securities that may now be moved on
a and to hold the herebefore described premises, property rights .
1. franchises, the their apporte.
ate, scares and profite to
the Trustee as aforesaid, and its en. error, successore, and assigne forever. in trust nevertheless for the equal ata benefit, use and security of all
hall become or be the owners or lawful. holdere of any of the said debentures intended to be secured hereby as afare. Laid, or any of the coupons pertaining thereto, without preference or distinction of one debentures over any other debenture. I bonde by reason of the priority w the time of issue or date of maturity the iof or otherwise, and for the uses
with the i povere and authorities and subject to the. conditions hereinafter set forth, to wit; Article I.
On delivery of the said debentures to the whatis the teacher and add century the card debenture by signing the certificate endorsed thereon and shall deliver the came to certified to the Company or its order and only such of the said debentures as shall have been to certi: fied by the Trustee or similarly certified Imutatis mutandia by its successore inthe tweet he ely created debentures certified in the same mvan ner and issued in substitution of the vaid debentures here after mentioned shall be entitled to the security of these presents. 2 4
in these presente, unless excluded by the subject of context, the expression debentures shall mean and wicher de debentures in the form herebefore revised and for the time bering acct
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of these presente and"debenture holders" ? Lived holder of the debenture that in either permanently or for the being registered and also the bear of the debenture which is for the . beinig frayable to bearer. Article. II.
Intel this security shall become en. forceable as - hereinafter mentioned, the Company shall be entitled to retain possession of all and every the property ect over by the Company to the Trustee - or agreed to to be, and to possess, use, manage , employ and enjoy the same and the income derived therefrom with its and their appartenances, and to collect and receive, take and use the rente, incomes and profite and revues thereof and to dispiace of the same in any manner not inconsistent with this instrument, and shall be deemed to be the owner of the mort. gaged properties subject to the lien hereof , and in no respect shall be regarded as the agent or representa. Lives of the trukket. Article III. This security shall become and be en. force able if after any one of the follow ange events shall have happened. The Trustee shall declare the principal and interest owing upon the deben. ture to be immediately payable; 1. If any of the debentures shall have decome and be due and payable accord ing to the tenor there of and default 1
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debentures , or comme, come on aware of them for one month there after. Of default shall have been made in the payment of the interest of the debian tures. ar come one of them, or www . vores t. 1 11
7 / .
/ debentures, are in the performance beervance of any other of the covenant and conditions in any of the deben there is an in these presente contained and a uch default shall have cometo red for the period of three months after demand for euch payment or performance or observance shall have been made by the Trustee to the Com.
designe shall fail to pay for discharge wy taxes, assessments, water rates or governmental charges upon the pro herty comprised in Schedule"a" hereto annexed, or upon any other property now. oned or hereafter acquired in cubeti. Fiction for or in addition to the pro herty comprised in said Schedule" upon any part there of before the same shall fall into arrears, or ??? Rich the ward font
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thirty days after a demand
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If any judgment or order shall be wurde or any effective revolution be duby fraused for the winding up of the Company, or if a distress, attachment, garnishment or execution be Cerid. or sued out against any of the chat tele on property of the Company, and the Company shall not forthewith, uh. an euch distress, attachment, garnich ment ar execution being levied or wned out, remove, discharge or hay Kuch dratrees, attachment, garnish- ment ar execution upon the randi. tion of a final decree in a court of last resort.
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Article IV.
In case the security shall have become enforceable as afaresaid, the Trustee may in its discretion, and
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of the holders of one- third of the debentures, but in either case with .. not any kather comment on the heart of the Company, either personally or to agent on a gente attorney a allarmenja, e ter rito the porcession 3: Leyogment of and collect ant
and profite of all and singular the - end and personal cetate and nov property for the time being wifict to this security, and exclude the Company therefrom and may ar to the real estate specified in Schedule "" hereof and the personal property and assete now owned or here after acquired by the Company, or any other real or personal foraparty for thetime
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not the same by experintendente, man agers, receivers, agente, servante and attorneys as the trustee may select to conduct the business in connec tron with the said property. The Privatee. on art from time to time insure and keep insured at the ex herve of the trust estate the building. machinery and other fixtures upon the said premises created and the personal property connected there with, and likewise from time to tive, at the expense of the trust retake, make all necessary or proper repairs, replacements, additions, re. newals or improvements thereto as to
The Truckee may collect and receive all the rente, incomes, issues, and profite. of the said real and personal property and every part there of. After deducting the expenses of entering into possession. of managing, operating and using the ward real and personal property as afire aid and of all taxes, assessments or Viens thereon or any part, as well as a. he own services, and compensation to all agents, clerks, servants and employ ces by the trustee brotherly engaged play all money aring as afarecard to the payment of the interest if any, or which shall after auch ent
parties entitled thereto, without any
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discrimination or preference between them , and in case the principal of payment of the said principal and interest thereon pro rata without preference of priority whatever. Article V.
In case the security shall become enforceable by the happening of any of the events above enumerated, it shall be lawful for the Trustee, after entry as above provided, or without entry, to sell and dispose of all the premises, estate property, avrete and rights hereby conveyed as an entirety or in euch parte or parcele as the trustee shall in its discretion see fit, either by public auction or by private sale or contract with f. Il hoover upon any such sale to make any special or other stipulation as de titles a evidences ar manimente of title or otherwise which the Trustee hall deem proper, and also with full power to buy in or rescind or vary any contract for the sale of the said pro perty or any part there of, and the Lance without being responsible for any loss which may be thereby rica- 4
1 AL.
1 and things as it may think fit. 1 In the case of a sale by public of the real estate specified in Schedule a: Hereto annexed or otherwise subject to these presente, euch vale shall be made at come suitable place in the City of
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L
ale shall also be given by publication in at least two newspapers published. in the City of Boston, and in at least or newspapers published in the City 1
d in the City of new york at least once in each week for six weeks next prece wing euch vale ....! sie ? have power from time to time to adjourn rich sale in its discretion by announce ment at the time and place advertised without further notice. And to make and deliver to the purchaser or pur. havers there of good and sufficient Hets in diet mêle f ander and rer ances of the same in fee simple.
1 vale, made, as afaresaid, shall be a
equity against the Company, and all other persons lawfully channing 1 effects, through or under the Company.
water chall 1) To the payment of the costs and ex henses of the ever, conable compensation to the Frister, its agente, attorneys and counsel, and.
Une te a de
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2
IV
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may think fit to discharge. (2) To the payment of the whole amount of principal of the debentures at the 1 shall have previously become due and of the interest which shall at that time have accrued upon the said principal and be unpaid pro rata without pre- ference os priority but ratably and in proportion to the aggregate amount of ich-enfant principal and euch (3) If after they intrefact and pay ment of the debentures and of the accrued and unpaid interest as afare. said any surplus of the said proceeds shall remain to pay over the said surplus to the Company or to render the same as any court of competent jurisdiction shall order. Article I. The receipt of the Trustee who shall ware any rate vereinbefore authorized shall be a sufficient discharge to the and such purchases shall not after the payment of such purchase to the Trustee and obtaining its re- ceift therefor be answerable for any loss, mix- application or now. application of such purchase money or any part thereof by the Trustee and shall not concerned or entitled to inquire int. for any such vale. If any sale of the property conveyed and transferred to it hereunder or other wise subject hereto made to enforce the security of these finden companion ant
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the powers hereby granted or by judicial authority the Trustee may if thereunto requested in writing by the holders of
debentures or their representatives there. into duly authorized in writing bid for and purchase or cause to be hidden for and purchased on behalf of all the holders of the debentures.in the fr. hartion of the respective interests of och sendere the v and property to sold provided that the prices at which such purchase is hereby authorized to be made shall not exceed the amount of the debentures and the interest accrued thereom at the time of the vale together with the costs and ex. henses of such cale.
and in the event of any such purchase the total amount due in respect of the debentures and of the interest served thereon together with all the Last mentioned coste and expenses -2. a much of the card variegate amount as shall equal the said pur have money shall be set off and al. Lowed on account against auch. .... have money as cash paid.
the event of euch purchase by
have money we shall be af ... dividend to which the dec.
thurchase price.
Article VI
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In addition to the powers of vale and other powers hereinbefore given to it, the trinetice way, in its discretion, recort to say proces druge legal or equitable in its judgment necessary as expedient for the enforcement of the lien ity created upon-all or any part of the property thereby conveyed and france. ferred or agreed to to be. And all the covenante conditions provisions and agreements herein contained may be specifically enforced by any court of competent jurisdiction. The Trustee may (unless acting on the request of the holders of one- third of the de. bentures as in Article IV mentioned) wave any event of default on auch terms and conditions as may seem have actually com weneed to enforce. the security.
Span the filing of a bill in eg by or other commencement of judicial proceedings to enforce the right of the Trustee or of the debenture holder under these presents the Trustee shall be entitled to an essential part of the rights and property hereby wort- gaged without regard to the value of the property of the solvency or incol. vency of the Company to the inmed. Late appointment of a receiver or re. reviews of the property mortgaged and of the rente, income and profite and til interest there of pending ane is proceedings, with such powers as A confer.
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In case the security chall came enforceable for any reason ar
foreward, the Company, its succes
care r arrigue will not claim on seek to take advantage of any appr a sement, val ration, stay extension of redemption are now existing , on which away here Sten be fravred neither of the states Massachusetts on New Jersey in order to hunder or prevent the enforcement of the foreclosure of thismortgage. Is this absolute vales of the premises hereby conveyed or otherwise subject hereto, free from my right of redemp. how on the final and absolute power vian of the purchaser or purchasers inmediately after auch vale. And 1
there a +, C ....! benefit of all such lawe.
In case there shall be a failure on their assigns to pay and drochange any we tror other
- any part of the said mortgaged property N
came, and in case there shall be a failure on the part of the Company insure or keep insured the build 7
go now erected whow the real estate Hereby conveyed as upon any other property here after acquired, or whan fixed plant and machinery, fix chattels merchandise and other auch and appartenances now moved Mar hereafter acquired by the Company. of course ched with the business con.
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ducted by it, agaccess hace by five to raw - amoment -at least equal to two- thinde the fair value of said buildings, fixed plant, machinery, chattels, mer. artemances, so that the inten .. money ball in case of love be pry able to the Trustee, the latter may effect or make good any deficiency in such for the founder of the head.
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this tone. travers
On any such event the Company and
bored to pay to the Trustee and the di party shall be charged with and the Trustee shall to it as a part of the don't thentry se- cured of all sunce to expended in paying or discharging any taxes, A vater rates, assessments, governmental or other charges, or in effecting auch insurance, together withall expenses connected therewith and together also et on all euch in at
X
in this clause provided shall not be deconed to be any waiver ou satisfaction of the failure of default of the Couchany ite successore or assigns but that every Durch failure of default shall be besmet
12 1. paid to the Trustee the amounte afare. -card.
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Antil this deed aball become enfare. ble and be enforced as afaresaid, it ball not operate on be held to for obichit in possession of the rat 7 1 property, and from selling or com i otherwise disposing with the ca.w. ent of the Trustee of any part of euch Property which at any time cannot be advantageously employed in the pre her and judicious use, operation and management of the business of mann. facturing and selling steam punhe and other machinery and of such other business as the Company may conduct free from the encumbrances and trust hereof. And the Trustee shall if so se. quested by the Company have power to release and otherwise the changes from the operation of these presents any hartion of the said property to con- reyed or otherwise dis havet of as a fare. aid, provided, however but not so as It Impose any obligation hereby on the har haver or purchasers to whom any such property is conveyed or othervice disposed of), that the proceeds of any bach vale, convergence of thev diete than or any portion of the mortgaged property shall be applied to the vin- provement of the remaining part of said premises or to the purchase of be subject to the lien of these presents. and that in the latter care such other sie so held, and provided that in race of the sale of any of said work. fazed promises as afores and the faro
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seeds there of shall be deposited with and shall be held by the Trustee and ite curity hereunder until the same shall be so applied on the purchase of other property to become subject to these presente on in the improvement of the remaining part of the mortgaget property.
In case any money shall be paid to or for the benefit of the Trustee under any insurance policy upon the alta af fixed plant, machinery and other aceite included in the said mortgaged property, the same me by be applied to the reconstruction, re. placement or repair of the card. building, fixed. detanat, machinery and other property, provided, na ... that euch money shall be deposited with the Trustee or its successor in the trust or as it shall direct as a fur. their security hereven ter. acht the same shall be is applied.
Provided, nevertheless, that nothing in this Article contained shall com- per the trustee to see personally to the application of ary nameye der this clause or render it rechoncible atran thereof. but that the muster shall be at liberty to hold the same to be applied upon the request of the
The Company, its successors and assign chall and will at any time, whow the request of the Truckee and at its own cost, make, do, execute, acknowledge am
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deliver all such other acto, deeds and assurances in law as may be readon effecting the intention of these pre. Rente and for the better assuring and 1
haves herein expressed of all and ering. conveyed or assigned or intended for agreed to be.
Article XII.
The company hereby expressly covenants and agrees to redeem and discharge the whole of said issue of debentures at the nice and in the manner hereinafter appearing by paying on the first day of July, 1903, to the beastie for. the sinking find the sum of 81, 62 5. 50, and on the let day of July, 1904, and on the 1st day of July on each ruc. weding year to the Trustee for account 1 the sand debentures, this aircocent of 916, 188, deducting, however, therefrom such amount
interest upon the debentures / The respect
O entares to year 2
be redeemed
be redeemed
1903 153
/
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1905 169
1909 210
1906 119 1910 221
1907 18 9 1911 4 0%-
The particular debentures to be redeem- ed on the first day of July, 1903, care to
be ascertained by a drawing to be made
ite successors in the trust on that date in the City of Boston, and the particular Debentures to be redeemed. cubeequently to the first day of July, 1903, are to be accertained by drawings to be made under the direction of the
in the preceding month of May at i
ing in or near the City of Boston) of which at least one weeks previous notice shall be given by advertisement.
Immediately after every such drawing the Company shall cause the nun- laverne the debentener drama-car 2 ... demption to be published at least once a week for two consecutive weeks in at least one news/ /2 of general circulation published in each of the following ciFier, to wit; City of new York, Boston, Marca. Sweethe and London, England, and chall also in the case of any tek: ture drawn for redemption, which for the tories denig régie tered cause a notice thereof to be sent by post to the required hadder. toy debenture or train fortent
q with farty 1st, 1904, shall become redeemable and be 1 redeemed by the Campos
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euch drawing at the price for each. debenture in addition to all, accrued. interest) of Five hundred and thesky three 0 dollars in gold coin of the United States of America of the then standard of weight and fineness, and every auch debenture shall as and from the next succeeding first of July cease to carry interest unless the same shall fail to be redeem ed through some fault on the part. I the Company. The Company will forthwith after the vote uption ofany debenture under this clause deliver this came during is a mold to the De ster for its successors in the trust. Article XI. Any request in writing or other instrument in writing required to be signed or executed by the holders of debentures may be in any number of parte and may be signed or executed by the holders of such debentures in person or by attorney in fact and delivery of any such request or other instru. ment to the trustee or its successor. in the trust hereby created shall in all respects be sufficient. Proof of the due execution of any Buch request or other instrument !
by the holders of the requisite ber of debentures if made in the f flowing manner shall g; The certificate of the Company 02 1 paration or from in the United States or England approved by the Truckee in its auce in the krevet, auch
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certificates being acknowledged before a Notary Public or any other officer antho uget to take the ashowled gament of deeds either by the party growing such certificate on by a my principal officer
.2 to the amount of the debentures held by the person regning auch request or other instrument, and as of the views and number of such debentures, and as to the signature to euch request or other instrument and the state of the irecention thereof.
The holding of the debentures by the persons signing auch request may also be frozen by the devarit of auch debentures with the truete . the fact and the tati of the execu.
-quest or other instroom. I napale -proven by the certificate of any itatary Public or other officer in the United States or elsewhere authorized to take the acknowledgements of teide to be recorded in the state of Massachusetts or new York, that the person ergoing cacio request to him the execution there of. Article XIV.
created and agrees to execute the came upon the following terms and conditionne, to which the parties. hereto mutually agree; That the Tractee af with legal counsel, and theprofes
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charge of the trust hereunder, and all. reasonable charges and expenses of the Trustee, including its compensa. Tin on remuneration, shall be paid. by the Company, its successor ovaccin as they are we wered or othervies and of the trust estate on which they can- hereby changed. The Trustee may employ agente or attorneys in fact, and, for sided it has exercised reasonable prudence in the selection and en ployment of euch agente or agent, it shall not be responsible for loss
any matter or thing except its own bad faith and willfeel constant mine roduct. The Trustee shall be under no obligation to see to the filing or recording of this instre any instrument or any other assurance. The Trustee shall be under no obligation to use. Hat any of the properties mortgaged or intended er to the are.
ty ge or deed of trust or to see that the proper or necessary transfers. assignments, condences and monuments of title are executed and delivered
The Trustee shall be under nodig. tam to institute any proceeding
lees and watch it first requested in writ by -i once person inte
Itee, and who ..
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1
1 to the procter against all refieres and liability which it may incur / 1117
tron to effect army mesurance upon the mortgage& property or any part thereof, or to see that the same or any fant there of is kept insured by the Company.
The Trustee shall not be personally
contracted or for damages to persons For property incurred, or for wager 1 or salaries earned, or for breach of contract made, or for being or becom. · bliza- tion, or for any cause arising whater. over while the Company shall be in the possession of or mana ging Themtraged properties, or during be info. parececion of or mana ging the most. 1. pogod propertice. or any part there of pursuant to any powers herein given. The Trustee shall have a first and paramount lien on all the mortgagia properties to secure it against liabil ity for any such cause ..
The Trustee shall have a first and paramount bien ufrom all the mort. graged property for its own content. and the compensation of the agents, attorneys and counsel, and for all the necessary and proper die legal interest theron, and for all. liabilities of every kind whatsoever used without willful misconduct
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you bad faith on its part. The trustee may be removed by - a majority in interest of the hol ders the debentures at any time execution of an instrument in writing. appointing one or more trustees as hereinafter provided.
In case at any time here after the Quaker, or any Trustee here after approved. ed, shall resign or beien sued by -a out of competent jurisdiction, or y-appointment in manner aforesaid. of a new Trustee of Trustees by the debenture holders or otherwise, or for any reason become unable to execute the same, a successor or 1. appointed by the holders of a majo. Ky in interest of the debentures, by an instrument or concurrent in ostruments in writing, signed by march debenture holders on their at. attorneys in fact duly authorized. Or in the event that a majority of the holders in interest of the debentures hall fail to execute euchinstrument for concurrent instruments, the ... within ninety days from the trive of such resignation or die qualifica. From of the luster, a meeting of the debenture holders shall be called to be held in the City of New York, n twice a week for three weeks invat least one newspaper.in each of the vities of new York, Boston, Massachu wetter, and London, England.
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