USA > Massachusetts > Worcester County > Warren > Records of the Town of Warren 1916-1927 > Part 3
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Created shall utterly cease and determining, and it shall forthewith execute to the Company a good and prefficient release un law of this indenture and the charge hereby created, , and shall restare and! Surrender up parsesion To the Company of any property of said Company which It may have in its possession and shall not have sold under and by virtue of this indenture. But, otherwise, and wetel auch payment and performance, this indenture shall be and remain infull force and Effect. Article 111. Warranty and Other Covenants. The Company connants with the TriesteE (a) That it has good title, full power and lawful authority to sell, transfer and coding the property hereby Converged at transferred and that it Will warrant and defend the same and Every part there of rento the Raid Venster against the laws fal clamis of all and every person or persons Ocharing of to claim The same, except that, while having parecerion of the property a which it is Entitled A passession under the trees hereof, it mel deligEntly present the rights and property of att Ruido now, or hereafter, granted at transferred to the treated under the provisions heraf; that in wering and operating its plants it well at all termico maintain and preserve the Rain, and Every part there of together with The fixtures and apparten ances in Thorough repair working onder and Condition, and fully supplied with motive
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power and Equipements; (b) That, subject to the provisions of Article I. it will not use the mortgaged property, nor any portion thereof, many Way so as to materially in fair the security created by these presents, war will it permet warte there of, nor attempt A remove or place beyond the reach of said vinster any of paid property, war well it do or out to do any act on ching whereby any of its property way become lost or become subject to forfuture; that it will pay all valid taxes, assessments and public charges of whatsoever nature, which way from time to this be leviEd upon it or cepon its property, by any public authority what sower, and that it will keep the mortgaged property free from any liens or incumbrances which will be, or may become, entitled to priority over this mortgage.
Har it will duly and punctu ally fray the principal and interest of Every bond issuEd hereunder and secured heavily at the dates and the place and in the mariner specified in such bonds or in the composes there to belonging, and will otherwise observe the terms and conditions of said bands and Canfaces according to their tror; (d) Met it will at all twins keep
such mixer auce on the property hereby converged is shall be satisfactory to the Treestes, the policies W be deposited with and made payable in case of love to the TrustEE; and in case of loss, if the Company po
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requests un miting within sixty (60) Days after the receipt by the water The cruster, in case no default exists known to it, phall pay oven to the Company, at any time there after, all or any part of the insurance money received, for use in praying for renewals or repairs of the property, destroyed as -injured not exceeding the cast thereof as certified by the affidavit of the President and treasures of the Company that such renewals and repairs have been made and the east there of, but the TrustEr shall not be responsible in any Event for the payment over of the insurance money If wade report the foregoing affidavit; (e). That it will, from twee to twee, efrom The request of the trustEr, execute and - deliver to it such further couryances, transfers and instruments in writing is the trustEr may deem advisable in order to confer upon the Treester full legal title to any of the property subject To this indenture; and F) Will at all times on request furnish the trustEr a schedule showing brith reasonable detail the Items of property covered by the lion hereof. The Company further covenants that it Will not arany truet wieest upon, plead or in any manner whatsoever claire, or take the benefit of any stay, valuation or intrusion low nous as hereafter in force, nor after any salE purewant to lacey provisions herein contained as to any decrEE of court, claim of Exercise any right under any statuts Federal or State W rede Eur the property to sold or any fast Thereof, and it hereby expressly waives
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-all bouchet and advantage of my such law or law , and covenants that it will not hinder or in pride the execution of any prouver herew granted to the brewster, but that it will permit the execution of Every auch power as though no such low had been enacted.
The Company covenants that it will Reasonably do all things necessary W establish and marit ain the lien here of and the rights of the theater hereunder and to smoke and To KEEP the present valid and building as a mortgage covering real and personal property, according to the laws of any State in which said property now is or herefter may be Situated
Article IV. Default. In case the Company (a) Share fail to pay Either the cit Eres or the principal of any of the bouds secured by this Mortgage according to the termes there of, whether demand for such payment he made at the office of the creates an The day puch interest or principal becours due, ar at any this
thereafter, and such failure shall contains for six months; or (b) Shall fait A make any payment To the hunter for the purpose of a sucking fund, at the time and in The manner set forth in Article VII here of, and euch failure shall continue fax a period of Red mouths; or (C) Shake fail to perform any of the other covenants upon its part to the
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performed and herein contamed, and such failure shall contiene for a period of six months, then in Each of the cases mentioned in clauses (a), (b) and (c), above, at once, depois the occurrence of any such default, the Denoter may, at his discretion, or upon the wetter request of the holder. of a majority of the oustanding. bouds secured by this mortgage, and upon being furnished with sufficient funds for that purpose, at indemnified A its reason able satisfaction, shall proceed in one of the following methods; (1). Center and take paralesion of all the property them subject W these presEnts, and thereupon said hester. shall be entitled, without liv or huidrance from the Company, and through such officers or agruits as it may appoint, ON hold, manage, enjoy and operate said property, and to receive the revenues, cours, tolls and profits there of for the benefit of the bondholders , and make needful repairs, alterations or improvements upon the mortgagea, property, and in general & carry on and conduct the bresciaso heretofore carried on by the Company for the benefit of The bondholders, until such default shall have been made good as route all the Grounds secured by these presents, of due and payable by their tacos or if duly declared to be dus and payable before maturity together with the interest thereou, Shall have been paid in full, or until such this as said huster shall sell such mortgaged property as next hereine provided; 02
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(2) Ethere with or without previously taking possession of said property, sell the mortgaged and pledged property, un whole or in part, of public auction Wthe highest bidder or bidders, at such times and places as it may designate, upon such tirus as to credits, partial crédits and security for payment as it may think propex or expedient, having first given to the Company thirty days" notice in writing of the times, place and termo of sale and published such natio in the manner provided by low, and not less than once a week for Three consecutive works in one or more news papers of general circulation published in Boston, Massachusetts, Said TrustEr shall how the right Dadjoura such sale or sales from time to time in its discretion, giving reasonable notice of such-adjournment, and shall have the right to make succession sales of portions of the mortgaged property remaining undisposed of at such sales, of the pack be in Parcels, Each purchaser shall take good title, notwith standing that enough may have been already received to satisfy the debt hereunder. Said Freceter is further authorized and curpowered, in case of sale ao afareacid, and is hereby constituted the attorney inevoc ance of the Company, To execute and deliver in its acom naurin, or in the name and under the real of the Company, sich deeds, bulls of sale, or arty mistruments in writing, and To do such other acto- and thengo as may be necessary and proper
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To vest in the purchase or purchasers of such sale or Rales, a valid tette Is the property so cold, file from any -rights of reduction of the (Company, the Company hereby ratifies, and confirming Every euch act and deled as said hurts, Either in its our name as as such attorney, chall lawfully do in the freeces. Such sall at sales shall be a perpetual bar both at law and in Equity against the Coverfany, and all persons or corporation's Claiming by, through or under it.
As affecting the title to any property purchased, at any such sale, the facts set forth in any affidavit made by the President of Secretary of the TreatEr and - appended to the deed of conveyance, relating to the existence of any default or to the twins and manner of giving notice hereby required, shall not he open to contradiction by any party, shall concluonly be received the true. At any pall or Ralis, Whether made under the power of sale herein contained, or in pursuance of any foreclosure proceedings instituted by Rand' Auster, it shall be lawful for Raid TrecutEE, or for rany one or more of the bondholders, to purchase any portion or all of the property so cold; and the purchases at any such Rall, except said Fenster, shall not be responsible for the application of the purchase money. Hur case of any Rate hereunder, any .
purchases, fax the purpose of working Rett laen Ent or payment for the property purchased, shall be entitled to use and apply any bouts hereby secure and Theretalon resurd and outstanding with
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their matured and unpaid coupons, by presenting such bonds and coupons, inorder That there may be credited thereon the puis applicable to the payment there of out of the net proceeds of such sale To The owner of such bonds and compares, as his ratable share of puch net proceeds, after making any deduction's which way We made from the proceeds of sale for costs, expenses, compensation, and other chargro, and thereupon such purchaser shall be credited on account of price purchase price payable by him, with the Jums applicable out of such net proceeds To the payment of and credited on. The bonds and soupour 20 presented. (3) Gether with or without taking possession of the property, proceed to enforce and protect its rights and the rights of the bondholders under this indenture My a suit or auto in Equity on at law, whether for the specific performance of any coven ant or agreement terem contained or in and of the execution of any power herein granted, or for any foreclosure hereunder, or for the performance of any action appropriate legal or Equitable remedy as the hunter shall deene most Effectual to protect and enforce the rights afare said, and in any such ouit the center shall be entitled as of right to the appointment of a receiver who shall be entitled a the immediate possession of all the property covered by This mortgage, and all rights and interests arising ar pertaining there to. In case The Company shall make default in any of the respects mentioned in this
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article, and at any time during the Continuance of such default there shall be creating any judgment a gances the Company ensatisfied and unsecured tuy based on appeal; ar in case the Company shall make an resignment for the benefit ofits creditors; or in case un any judicial proceeding by any person other than the Treester, a receiver, assignEE or trustEs in bankruptcy of the Company, shall be appointed of a judgment of order cultured for the sequestration of its property; or its property shall be Seized under any writ of attachment or other legal process, or by a QuortgageE arather hereon having a lieu thereon, and it shall not as soon as and in such manner as may be permitted by law cause card property to be released by giving boaed or ortizrevise, the Vie renter shall be entitled forth with To Exercise the right of entry TherEin conferred and provided to he exercised by the AcestEr upon the occurEnce and continuance of defauch as Recen before provided, without Auraiting paid prescribed default period, and then Entry away be made to a part of the proceedings for sale, or the proceedings for foreclosure cui the arts, and uni auch case the crustEr shall not be called upon or obliged against it will, to manage and nord the property further than way he necessary for the protection of the bondholders, no afaresaid, but ito dacty shall be satisfied by simply f performing en che acts as thay be necessary for the win diate protection of the rights of it boutholters, and the prevention of the property shall be required the held by said Trusted our a long and so far as may be
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essential for this purpose, and may be relinquished by the rester when such purpose has hem accomplished, by transferring said property & a receiver, of appointed, or bythe 2 als of the same, or otherwise, in the discretion of the
In case of any, default by the Company, contrived for the prescribed default period was hereinbefore provided, it shall be The right of the meester and its diety if requested by the holder of not less than a majority of the outstanding bond. To declare the fericipal of all out standing bonds to be due and payable, whether The same are their due according to their terms or not, and the same shall thereupon be and because of once dus and pay able.
The proceeds received by the Privatee from any call or sales eunder the provisions here of, in whatsower manner or proceeding the mortgage shall be foreclosed, shall be applied :- (1) To the reimbursement of the Inter for all costs, charges and expenses incurred by it in connection with The management and operation of the mortgaged property, or in Connection. with said sale (including a reasonable compensation to the muster for its or services), and for any other Charges which are, or may become, dus in respect to the mortgaged property up to the date of sale, the now payment of which would subject any portion of the property covered by this mortgage Wany forfuture or Wany liens of priority own next presents, and
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(2) Is the part ment of such of the interest coupone of the bands secured by the mortgage as may is that ta's be dug und payable and seu vur eu fraud ; and (3) To the payment of the principal of such of the bands accured by this mortgage as may or that this be cuepaid, Whether the sawe shall have previously become due or not, and in case of distribution between tivo succedeNE Canporco days) by a just proportional part of the several canpour the next matching, without discrimination or preference, but ratably to the aggregate la said unpaid bonds and accrued tweet added together; and
(4) After the satisfaction of all the boudo
secured hereby and interest thereon, the surplus, if any, shall be paid over by Raid Preester to the party entitled Wreceive the sauce, The powers conferred wfor the master by this article are not in schotituation for euch recredies, by way of Aforeclosure or otherwise, as maybe conferred upon mortgages or pledgeEs by the laws of massachusetts, or by The laws of any State or country Where the mortgaged property may be, but are in addition thereto. Anynotice to the Company required to be given by that presents may be quin to or made upon either the resident or the Treasurer or any two directors of the Company, and orten po given shall be binding.
Article V. Calling of Bounds. The Company shall have the right at its
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option to pay- and redeem call or any bondo hereby secured on any interest day after March 1st, 1921, until their maturity, at par with a premium of five per cent and accruEd interest Isaid data. for cast such option is exercised the following provisions Shall apply :-
There shall be drawn by los by the rustEr ou the first days of Juice or December such an amount . of said bouds as the Company desires call The TrustEr shall advertise the numbers of the bonds so drawn in a daily Anewspaper published in the City of Boston once a week for three consecutive weeks, the last publication whe sixty days at least prior to the first day ofSeptember or March then next ensuring, and a notice that interest on baid bonds will cease on the next lusning interest day and requiring the same to be presented at its office for payment, If any bouds so drawn be registered ou the transfer registry a similar notice share be sent to the registered holder at his registered address. Interest our such bands po drawn Shall cease on the interest day then next ensuring, provided that freds W hay the same are deposited with the TrustEE as heremafter provided, and upou that date said bonds so drawn shall be presented to the TrustEr for prague Ent, andupon surrender there of, with adt numatured compares, shall be
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paid at par with a premium of five percenty and accruEd interest to Dard data. The Company shall, prior to my interest, day on which boards called, as herrinbefore provided, are The presented for payment, pay to The Enster Reich seul as will be heeded A make such payment.
It is further expressly understood and agreed that , if after any boud has been called for payment in accordance with the foregoing proviscous, the same shall not be presented to the renter for redemption on or before the day fixed therefor in the published notice, the Company may deposit with the Unister to the credit of euch band, designated by the number there of, a price Equal A the face amount of puch houd plus für per cent of such face amount together with a ser equal To the interest accrued on the board up to The date fixed for redeception as - aforro and and remaining unpaid, which deposit shall be full payment of the bond -und coupons belonging thereto, as between the Company and the holder thereof. Veriupon and thereafterwards, such loud and the cautious thereto belonging shall be excluded from participating in The liver and security afforded by these presents; and the holder chall look for The payment of the loud and accrued. interest only to the succes so deposited in in the hands of the TrustEs, and un no Event The Company; but said pues 20 deposited shall be held by the Vcenter Wthe credit of and for the payment of said bond, and shall be paid by the
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rester to the holder there of how the presentation, and delivery to it of such bond, together with all coupons thereto belonging. And expon the presentation and payment of the entire seus of boudo and pompous which at the time shall have been issued and outstanding, or upon the presentation of a portion thereof cancelled (all of said bonds having been fraid or duly called for payment), and the deposit by the Company with the Treester of a sum of money sufficient, together with cell amounts in the hands of The TrustEr applicable to the praguese and redemption of bounds, to pay of The Rats aforesand all of said boads and interest that are not presented to the crustEr in accordance birth the call therefor, and the Curful charges of the TrustEE, the rustEr shall cancel and satisfy of record this mortgage or deEd of trust as fully and to the same effect as if the total issue of said bouds and coupons had been duly paid by the Company at the maturity thereof.
Article VI. Substitution of Property. The TrustEr is hereby authorized in the exercise of its discretion, upon the Wetter request of the Board of Directors of the Company, To make partial releases from under the lieu of this mortgage of any property which shall not in its judgment be necessary for further use in connection with the said Company's property; but the TrustEr
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shall not be responsible in any Event of such release be made on receipt of - a mutter certificate from pour ferrand selected buy it with dur care for the purpose) that the security will not thereley in the Judgment of such person be cureasonably Tim paired, the expense att and out being paid by the mortgageor.
And the Company expressly covenants that it will apply the proceeds of any such property to released to the improvement of the property hereby conveyed or To the requirement of additional property Equivalent in value to that released, Which shall coure under the lean of this mortgage; or that it niet pay the proceeds thereaf To the TrustEE The hela by it as a part of the property covered by this mortgage.
The Company shall full power in its - discretion from tunt 1 time to dispose of free from the lives of this indenture any of the property, real or personal, embraced in this indenture up to -five hundred dollars (500) in value, and any of the implements, machinery, tools, appliances, furniture, fixtures or other like personal property, embraced within this indenture which may have become unfit for use, replacing the same by, or substituting for the same, evitar property of Equal or greater valur which shall become subject w the first lives of this indenture. The Company shall also have the right, with The approval of the Truster, To rebuild or - alter any building or structures on the mortgaged premises. The Reuter shall have the right, as a condition of its arsent to any sale, exchange
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or other disposition of property, rebuilding or alteration, under the terms of this -article, Wexact such conditions as it may deem desviable in order to secure a compliance by the Company with theabove provisions.
Article VII. Duiking und . Fox the present crous of seventy-two thousand dollars ($72,000.) face value of bonds hereunder which has been authorized and approved by the Public Service Commission of the Commonwealth of Massachusetts, there has been established by a separate agreement between the Company and the Truster, reference To which is herely and the times of which are hereby made a part of this indenture -a wirkung fund in accordance with the order of said Commission; and for Each subsequent issue of bounds thereunder Which shall be author id or approved by paid Commission, a Quitar sucking fund sway, ifrequired by said Commission, be Established for the benefit of such subsequent casus.
The TrustEs shall univers all services of money received from the Railway Company for the purpose of such a sinking fund, and the income there of from this to twee, Either in the said bouds secured by the said indenture, so far as such bonds can be conveniently obtained at a price not Exceeding one hundred and five dollars ($ 105) for Every one hundred dollars ($100) of
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the principal there of, with cuterent a curd and the TrustEr may advertise for Ruch bonds, in one or more newspapers Published daily in the City of Boston, but shall not be bound to use other exertions toascertain whether such Houds can be so purchased, or in such manner as shall be authorized by the laws of massachusetts for un verwEnts of savings banks, with full how or from three to twis to sell and convert muito money, any of the said investments other than bonds hereby secured, and To wirst the proceeds as aforesaid; and such of the said bouds as shall be so purchased shall be marked" Purchased
for the Sinking Friend and not transforables. " The Company shall, however, countries I pay the interest on such bouds according to their termes. The TrustEr Phall allow interest upour all money. comprised in the said Quiking fund could not otherwise nivEstEd, or such a rate as it shall for the twis being allow to its other customers, uf ou their balances and may use the said money. for its own purposes in the same manner as a banker may use the money deposited by his customers. When the principal moneys secured by The Raid bonds shall become dus, or when the Trier premises that have been sold, the Treester chart well and convert into I only all the investments belonging To the said cuiking fund, other than the said bouds, and shall hold the proceeds thereof and all the money comprising The card sucking fund, ufor the same trusts and shall pay and apply the same
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in the same manner as if such proceeds and moneys had come from a sall of the trust premises, as in the said indenture provided. Subject to the trusts aforisaid, the hunter share hold all the investments and money compressing the said sinking fund in trust for the Railway Company, its successors and assigno. The bouds
in the sinking fund shall not be regarded as out standing for the purpose of determining the number of bondholders who can require the Truster Wach under the said indenture.
Article VIII. Rights of Bondholders. The holders of three fourths in account of the boards issued and outstanding at any time's shall how the regler to control the action of the truster in enforcing, pursuant to the terms therey, any of the provisions of this indentive; A dirich the Treated Draw'E any default which may occur in the performance of any of the covenants ar conditions. herei contantiEd; to direct the PreceTEE to discontinue, any proceedings which it may have taken to fanclose this mortgage or to enforce in any way the providecous thereaf; and to direct the ruetze To restore to the Company any and all property of which the restEr shall have. taken possession under the terms herEd by reason of any default; and such direction's shall be binding refor the Prestes, of sufficient indemnity by Juristadet. Provided always that no such action
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