Form 226. which such monies may be subject; and the receipt of such person for the same monies shall be a good discharge to the co, notwithstanding any notice it may have, whether express or otherwise, of the right, title, interest, or claim of any other person to or in such monies.

Interest how to be paid.

Receipt of one of joint holders.

Loss.

Register.

How to be altered on

issue of certificate to bearer.

Inspection.

No notice of trusts.

Interpretation.

21. The interest upon the registered stock will be pd, at the registered office of the co, to the holders thereof, upon, or at any time after, the day appointed by these conditions for the paymt thereof. The interest upon the stock represented by certificates to bearer, will be pd in accordance with the terms of the coupons issued with such certificates.

25. If several persons are entered in the register as joint holders of any share of registered stock, the receipt of any of such persons for the interest from time to time payable in respect of such share shall be as effectual a discharge to the co as if the person signing the same receipt were the sole registered holder of such share of stock.

26. If any certificate or coupon issued pursuant to these conditions be worn out or defaced, then, upon production thereof to the directors, they will cancel the same, and will issue a new certificate in lieu thereof; and if any such certificate or coupon be lost or destroyed, then, upon proof thereof to the satisfon of the directors, or, in default of proof, on such indemnity as the directors deem adequate being given, a new certificate in lieu thereof will be given to the person entled to such lost or destroyed instrumt. An entry as to the issue of the new certificate or coupon and indemnity (if any), will be made in the register hereinafter mentd.

27. A register of the stock will be kept by the co in one or more books, and there shall be entered in such register:

(1.) The names and addresses and descriptions of the holders for the time being of the stock.

(2.) The amount of stock held by every such person.

(3.) The date at which the name of every such person was entered in respect of the stock standing in his name and every pt thereof.

28. On the issue of a certificate to bearer the co shall strike out of the sd register the name of the person then entered as the holder of the stock specified in such certificate, and shall enter the following parlars :

(1.) The fact of the issue of the certificate to bearer.

(2.) A statemt of the amount of the stock included in such certificate.
(3.) The date of the issue of the certificate to bearer.

29. The trustees or trustee and any holder of a share in registered stock, or bearer of a certificate to bearer, will, upon paymt of such fee (not exceeding 1s.) as the directors shall from time to time fix, be entled at all reasonable times to inspect the sd register.

30. No notice of any trust, express, implied, or constructive, shall be entered on the register in respect of any share in the debenture stock.

31. In these conditions, unless there be something in the subject or context inconsistent therewith

"The directors" means the directors for the time being of the co.

"The stock means the sd mtge debenture stock, created as above mentd.
'Registered stock" means so much of the stock as shall not for the time

being be represented by certificates to bearer.

Words importing the singular number only, include the plural.
Words importing the plural number only, include the singular.
Words importing persons, include corporations.

NOTE.

If the stock is to be secured by a trust deed, the following Form can readily be adapted, substituting "the stock" for "the debentures.”

TRUST DEED for SECURING MTGE DEBENTURES ISSUED by a COLLIERY Form 227. Co. THE DEBENTURES to be REDEEMED by HALF-YEARLY Trust deed. DRAWINGS. SPECIAL PROVISIONS.

The following precedent can be readily adapted to secure the payment of debentures not redeemable by drawings. In such case the fourth recital will be that "the directors have determined to raise the sum of -1. by the issue of debentures to that amount, bearing interest at the rate of -l. per cent. per annum, and to secure the principal and interest for the time being payable on such debentures, and on any debentures which may be issued in substitution for any of the said debentures (all which debentures, as well original as substituted, are hereinafter referred to as the debentures) in manner hereinafter appearing." The form of the debenture may be given in a schedule, or not, at the discretion of the draftsman. It is very common to give it.

The provisions of the following precedent are more elaborate than in many cases is requisite, but the draftsman can readily expunge the clauses not required in any particular case.

THIS INDRE made the

of

between The

Co, Limtd, Parties.

(hereinafter called the co,) of the one pt, and A., of

(hereinafter called the present trustees), of the other pt.

and B., of

WHAS the co is seised of the freehold hereds the short parlars of Recitals. which are specified in the first schedule hereunder written, for an estate of inheritance in fee simple in possession, free from incumbrances; and is possessed of the several leasehold hereds, the short parlars of which are specified in the third column of the second schedule hereunder written, for the several terms of years specified in the second column of the same schedule, and granted by the several indres of lease, the dates whereof and parties whereto are specified in the first column of the same schedule, at the rents and royalties, and subject to the covenants and conditions in the sd several leases respively reserved and contd, but otherwise free from incumbrances: AND WHAS the co is entled to the full benefit and advantage of certain agreemts, the dates whereof and parties whereto, and the short parlars of which are specified in the first and second columns respively of the third schedule hereunder written, at the several rents (if any) and subject to the terms and conditions in the sd agreemts respively reserved and contd, but otherwise free from incumbrances: AND WHAS the co is possessed of other personal ppty of considerable value; namely, of plant, machinery, stock-in-trade, debts, and other choses in action, monies, chattels and effects: AND WHAS the directors of the co in exercise of the powers vested in them by the regulations of the co have determined to borrow for the pposes of the co the sum of 100,000l. by the issue of 1,000 mtge debentures for 1007. each, bearing interest at the rate of six p. c. p. a. payable half-yearly on the 1st day of November and 1st day of May in each year, according to the coupons annexed thereto (such debentures and coupons respively to be in the form set forth in the fourth schedule hereunder written), and to further secure the principal monies and interest for the time being payable according to the tenor of the sd debentures (hereinafter called the debentures), and the performance of the stipulations and conditions

Testatum 1.

Grant of freeholds.

Habendum.

Testatum 2.

Demise of leaseholds.

Habendum.

Form 227. therein contd in manner hereinafter appearing: NOW THIS INDRE WITNESSETH AND DECLARES as follows: 1. The co, as beneficial owner, hby grants unto the present trustees, ALL and singular the lands and hercds, mines, strata, veins, or seams of coal, culm, and other minerals, powers, and privileges, respively specified or referred to in the first schedule hto, TO HOLD the same unto and to the use of the present trustees, but upon and for the trusts and pposes hereinafter expressed concerning the same. 2. The co, as beneficial owner, hby demises unto the present trustees, ALL and singular, the lands, hereds, copper-works, brick-works, patent-fuel-works, mines, veins, seams, beds, and strata of coal, culm, and other minerals, powers and privileges specified or referred to in the second schedule hto: TO HOLD the same unto the present trustees for all the respive residues now unexpired of the sd several terms for which the same premes were respively granted by the several indres of lease mentd in the first column of the sd schedule, except the last day of each of the sd terms, but upon and for the trusts and pposes hereinafter expressed of and concerning the same. 3. The co, as beneficial Assignment of owner, hby assigns unto the present trustees, ALL and singular, the full benefits and advantages of the several agreemts specified or referred to in the third schedule hereunder written, and the rights, easemts, liberties, and privileges thereby respively conferred or agreed to be granted : AND ALL other ppty whatsoever and wheresoever situate, of or to which the co now is or during the continuance of this security shall become possessed or entled, except the last day of each term of years, TO HOLD the same unto the present trustees as to the premes comprised in the third schedule hto, subject to the terms and conditions. contd in the sd several agreemts, and as to all the sd premes hinbefore expressed to be hby assigned upon and for the trusts and pposes hereinafter expressed and declared concerning the same.

Testatum 3.

benefit of agreements for leases, &c.

Habendum.

And vest in trustees.

Covenant by 4. THE CO hby covenants with the present trustees that the co will company to obtain leases. forthwith, at its own cost, do and perform all acts and things which may be necessary to entle it to have granted to it the respive leases for which it has entered into the several agreemts specified in the first pt of the third schedule hereunder written, of the premes therein comprised respively, and will, at own cost, procure such respive leases to be granted accordingly, and if, when the sd leases shall have been respively granted, any principal money or interest shall remain on the security of the debentures or of these presents will, if necessary, use its best endeavours to obtain, at its own cost, proper licenses for the ppose, and will immediately after such licenses respively, if necessary, shall have been obtained, or if such licenses respively shall be unnecessary, then immediately after the sd intended leases respively shall have been granted, at its own cost, well and effectually assign, or demise, or procure to be assigned or demised, the premes to be comprised in such leases respively unto the trustees or trustee for the time being hereof, for the whole, or, at the option of the sd trustees or trustee, any pt of the then respive residues of the terms of years to be granted by the sd intended leases respively

and with such covenants for title and otherwise, as are usual in mtges Form 227. by assignmt or demise, as the case may be, or may be reasonably required, and upon the trusts and for the pposes hereinafter expressed concerning the same.

retain posses

5. THE sd premes hinbefore expressed to be hby granted, demised, and Trusts of the mortgaged assigned and covenanted to be assigned or demised respively (hereinafter premises. called the mtged premes), shall be held by the trustees or trustee (which expression in these presents means the present trustees or the survivor of them or other the trustees or trustee for the time being hereof) upon trust that they or he shall permit the co and its assigns to To permit hold and enjoy all the same premes and to carry on therein and there- company to with the business or any of the businesses authorised by memorandum of sion until default, &c. association of the co, until default shall be made in paymt of some principal monies secured by the debentures, or any of them, or in the paymt of some interest on the same for the period of one calendar month after such principal monies and interest respively shall become due according to the tenor of the same debentures and of the covenant in that behalf hereinafter contd, or until an order shall be made, or an effective resolution of the co be duly passed for the winding up of the co or until a distress or execution be respively levied or sued out upon or against any of the chattels or ppty of the co, or until a breach of some covenant by the co hereinafter contd, shall have been committed, and from and after such default, or the making of any such order, or the passing of any such resolution, or the levying or issue of any such distress or execution, or the commission of any such breach of covenant as afsd, and in the last-mentd case, notwithstanding the waiver of any prior breach of covenant UPON TRUST (subject to Clause 4 hereof) that the Upon default, trustees or trustee may, in their or his discretion, without any such &c., trustees request as next hereinafter mentd, and shall upon the request in writing of the holder or holders of one-half of the debentures or of the holder or holders of [50] at least of the debentures, (but in either case without any further consent on the pt of the co or its assigns,) enter upon and take possession of the mtged premes, and may, at their or his discretion, and shall upon the like request, sell, call in, collect, and con- When sale to vert into money the same or any pt thereof [with full power to sell any of the same premes, either together or in parcels, and either by public And how. auction or private contract, and with full power upon every such sale to make any special or other stipulations as to title, or evidence, or commencemt of title or otherwise which the trustees or trustee shall deem proper, and with full power to buy in, or rescind, or vary any contract for sale of the sd premes or any pt thereof, and to resell the same, without being responsible for any loss which may be occasioned thereby, and with full power to compromise and effect compositions, and for the pposes afsd or any of them, to execute and do all such assurances and things as they or he shall think fit].

Sometimes the entry is to be “ upon the request in writing of any holder of a debenture or debentures of the company; but it is very usual to provide as

to enter.

be made.

Form 227. above, so that an insignificant minority of the debenture holders may not be able to insist on that being done which the majority do not desire. Sometimes the sanction of a general meeting of the debenture holders is required.

Trust of last day of terms on sale.

What notice to be given

The words in brackets can generally be omitted in reliance on ss. 35 and 37 of the Conveyancing and Law of Property Act, 1881, but if the company's undertaking is abroad they should remain.

6. AFTER any sale or sales, under the afsd trust for sale, of any of the sd premes hinbefore expressed to be hby demised, or which shall be demised in psuance of the covenant in that behalf hinbefore contd or otherwise, the co or its assigns shall stand possessed of the last day or other the residue, remaining in the co or its assigns, of the sd respive terms or term for which the premes sold were or shall be so demised to the co as afsd upon trust for the pchaser or pchasers of the same premes, and to assign and dispose of the same as such pchaser or pchasers shall direct.

7. BEFORE making any such entry as afsd, or any sale, calling in, colbefore sale, &c. lection, or conversion under the afsd trust in that behalf (hereinafter referred to as the primary trust for conversion,) the trustees or trustee shall, except in the case of such order or resolution as afsd having been made or passed, give written notice of their or his intention to the co, and shall not enter upon the mtged premes or execute the primary trust for conversion, if in the case of such trust arising by reason of any default in paymt of any principal money or interest, the directors shall prove to the trustees or trustee paymt of the principal or interest so in arrear within three calendar months next after such notice shall have been given to them, or if in the case of such trust arising by reason of any such distress, execution, or breach of covenant as afsd, the co shall forthwith, upon such distress or execution being levied or sued out, or upon such notice as afsd being given, remove, discharge, or pay out such distress or execution, or fully perform the covenant so broken, if capable of then being performed, or make good the breach thereof to the satisfon of the trustees or trustee.

Provision for protection of

8. PROVIDED ALWAYS, that upon any sale, calling in, collection or purchasers, &c. conversion purporting to be made in psuance of the primary trust for conversion, the pchaser or pchasers, or debtor or debtors, as the case may be, shall not be bound to see or inquire whether any such notice has been given, or whether any default has been made by the co in paymt of any principal monies or interest secured by any of the sd debentures, or whether any such order, resolution, distress, execution, or breach of covenant as afsd, has respively been made, passed, levied, issued or committed, or whether any money remains on the security of these presents, or as to the necessity or expediency of the stipulations and conditions subject to which any such sale shall have been made, or otherwise as to the propriety or regularity of such sale, calling in, collection or conversion, and notwithstanding any impropriety or irregularity whatsoever in any such sale, calling in, collection or conversion, the same shall, (so far as regards the safety and protection of the pchaser or pchasers, debtor or debtors, as the case may be,) be deemed to be within the primary trust