Slike strani
PDF
ePub

E. To sanction modification of deed.

Power to consent to any modification or alteration in the provisions contained in this deed.

F. To require Trustee to exercise powers.

Power to require the Trustee to exercise or refrain from exercising any of the powers conferred upon it by virtue of this deed upon such terms as may be decided upon.

G. To remove Trustee.

Power to remove the Trustee from office and appoint another or others in its place.

H. To accept other security.

Power to agree to accept any other property or securities instead of the bonds and in particular any bonds or debenture stock of the Company.

13. Resolutions binding on all bondholders.

Any extraordinary resolution passed at a meeting of the bondholders held in accordance with this Article shall be binding upon all the bondholders whether present or absent, and each and every bondholder shall be bound to give effect thereto accordingly.

14. Definition of extraordinary resolution.

The expression "extraordinary resolution" when used in this deed means a resolution passed at a meeting of the bondholders duly convened and held in accordance with this Article at which are present or represented bondholders representing a majority of the bonds outstanding by a majority consisting of not less than three-fourths of the persons voting thereat, the votes to be counted in accordance with section eleven of this Article.

15. Declaration by Chairman proof.

At any meeting of the bondholders, unless a poll be demanded, a declaration made by the Chairman that a resolution has been carried or carried by any particular majority shall be conclusive evidence.

16. Minutes.

Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the Trustee at the expense of the Company, and any such minutes as aforesaid if signed by the Chairman of the meeting at which such resolutions were passed or proceedings had or by the Chairman of the next succeeding meeting shall be prima facie conclusive evidence of the matters therein stated, and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made shall be deemed to have been duly held and convened, and all resolutions passed or proceedings had to have been duly passed and had.

ARTICLE SEVENTEENTH.

INSTRUCTIONS IN WRITING BY BONDHOLDERS.

Bondholders may by a declaration in writing signed by the holders of all the bonds outstanding and addressed to and served upon the Trustee direct and exercise all the powers which a meeting of the bondholders could by resolution or extraordinary resolution exercise or direct.

ARTICLE EIGHTEENTH.

DISCHARGE OF SECURITY.

1. Partial discharge.

It shall be the duty of the Trustee from time to time upon such evidence as it may require to sign and execute such receipts, discharges, acquittances and other documents as may be necessary to effect the cancellation of the liability and mortgage hereby created to the amount of such bonds as the Company may have redeemed, paid or cancelled.

2. Final discharge.

When all the bonds and interest hereby secured shall have been paid in full and cancelled or shall have been provided for by deposit of moneys therefor with the Trustee as hereinafter provided, and all other sums payable hereunder by the Company shall have been paid, and all things herein required to be performed by the Company according to the true intent and meaning of this deed shall have been duly performed, then, and in that case, the Mortgaged Premises shall revert to the Company, and the Trustee in such case, upon proof being given to its reasonable satisfaction, shall, on the demand of the Company, and at its cost and expense, enter satisfaction of this mortgage upon the records, and cause to be executed a discharge and acquittance of the same, and execute such other reconveyances and releases of the Mortgaged Premises as may be reasonably required by the Company.

3. Cancellation of bonds.

No bond shall be cancelled or deemed to have been cancelled for the purpose of the present deed unless it appears by the certificate of a notary public that such bond has been produced in his presence and in the presence of the Trustee or of its duly qualified representative, and of a representative of the Company specially nominated for that purpose and then and there in the presence of the notary the Company declare by its said representative that such bond and all interest due thereon and all other sums due thereunder or appurtenant thereto in virtue of the provisions of the present deed have been paid or otherwise satisfied, and that said bond be then and there destroyed.

The notary public officiating at such cancellation shall prepare a certificate en minute setting forth the above facts, which certificate shall be signed by the above named parties and declared to by them under the provisions of the Canada Evidence Act.

4. Non-production of bonds.

In the event of a holder not being able to produce any bond upon the maturity thereof, or upon the same being drawn for redemption, a certificate of the Trustee of the deposit with it of the amount necessary to pay or redeem such bond with interest in accordance with the provisions thereof shall avail as a cancellation of such bond for the purposes hereof, and as a sufficient authorization to the Company to cancel the entries relating to such bond, and to the Trustee to discharge the security hereby created pro tanto.

ARTICLE NINETEENTH.

VACANCY IN TRUST.

In the event of the office of Trustee becoming vacant by resignation or otherwise, such vacancy shall be filled by a resolution passed by a majority in nominal value of the holders of the bonds outstanding who may be present and vote at a meeting called for that purpose. If the bondholders fail to make such appointment within two months from the date on which the vacancy occurs, the Company shall apply, provided the security hereby constituted be not enforceable, and if the security be enforceable or the Company fail to so apply, then and in such case, any bondholder or bondholders, or in default of any of said parties, the retiring trustee may apply to a judge of the Superior Court of the province of Quebec in the district of Montreal, who, after having given such notice to the bondholders as he may deem requisite and having heard the interested parties, may appoint a new trustee. A corporation or company may be appointed as trustee, and in such case there shall be one trustee. If individuals be appointed, there shall be three, in which case the majority shall have the power to act and shall be entitled and competent to exercise all the trusts, powers and discretions hereby vested in the Trustee. No director, officer or employee of the Company shall in any case be appointed a trustee. When and so often as a new trustee is appointed, the rights, properties and powers vested in the former trustee in virtue of the security hereby constituted shall, by reason of such appointment ipso facto, be and become vested in like manner in the new trustee or trustees without any further conveyance being required; but if for any reason it becomes necessary or be expedient to execute any further conveyance or assurance, the same shall be executed at the

expense of the Company and may and shall be legally executed by the former trustee or trustees.

ARTICLE TWENTIETH.

RESPONSIBILITY OF TRUSTEE.

Nothing in the present deed shall be construed as obliging the Trustee to effect or maintain insurance against fire, nor shall it be responsible for any loss by reason of want or insufficiency of insurance.

The Trustee shall not be responsible or liable otherwise than as a trustee for any debts incurred by it, or for any damage to persons or property, or for salaries or non-fulfilment of contracts during any period wherein the Trustee shall manage the trust property or premises upon entry or voluntary surrender, as herein provided.

And the Trustee shall not be bound to see to the doing, observance or performance by the Company of any of the obligations hereby imposed on the Company, or in any way to supervise or interfere with the conduct of the Company's business unless and until the security hereby created has become enforceable, and the Trustee has determined or been required by the bondholders as herein provided, to enforce the same and is kept supplied with the moneys reasonably necessary to enable the Trustee to take the required action, and with sufficient bonds of indemnity to protect and save harmless the Trustee against loss or damage by reason thereof.

It is distinctly understood and agreed that the Trustee is not to be held liable for or by reason of any failure or defect of title to or for any encumbrance upon the Mortgaged Premises, or for or by reason of the statements of facts or recitals in this deed or in the bonds contained, or to be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only; and it is hereby declared and agreed by and between the parties hereto, as a condition upon which the Trustee has entered into these presents and accepted the trusts hereby created, that nothing herein contained shall in any wise cast any obligation upon the Trustee to see to the registering or filing of or to make, register, file or renew this or any deed or writing by way of mortgage or otherwise from the Company, upon or of said Mortgaged Premises or upon any portion thereof, or upon any other property of the Company in order to add to the security hereby intended to be given; nor shall it be the duty of the Trustee to register or record this deed as a mortgage or otherwise, or to procure any further, other or additional instrument of further assurance or to do any other act or thing for the continuance of the lien hereof or for giving notice of the existence of such lien or for extending or supplementing the same.

ARTICLE TWENTY-FIRST.

INDEMNITY TO TRUSTEE.

Without prejudice to the right of indemnity given by law to trustees, the Trustee and every receiver, attorney, manager, agent, accountant, inspector, clerk, servant, workman, or other person appointed by the Trustee hereunder, shall be entitled to be indemnified out of the Mortgaged Premises in respect of all liabilities and expenses incurred by it, them or him in the execution, or purported execution of the trusts hereof, or of any powers, authorities or discretions vested in it, them or him pursuant to these presents, and against all actions, prcceedings, costs, claims and demands in respect of any matter or thing done or omitted in anywise relating to the premises, and the Trustee may retain and pay out of any money in its hands arising from the trusts of these presents the amount of any such moneys, and also the remuneration of the Trustee, as herein provided.

ARTICLE TWENTY-SECOND.

TITLES OF ARTICLES.

The titles given to the articles and the sections and subdivisions thereof are for convenience of reference only, and shall not affect the construction thereof.

ARTICLE TWENTY-THIRD.

ACCEPTANCE OF TRUST.

The Trustee hereby accepts the trusts in this deed declared and provided and agrees to perform the same upon the terms and conditions hereinbefore set out.

ARTICLE TWENTY-FOURTH.

INTERPRETATION.

Whenever in these presents the Company is referred to or mentioned, such reference or mention if the context will allow shall extend to and include its successors and assigns respectively, and whenever in these presents the Trustee is referred to or mentioned, such reference or mention, if the context will allow, shall extend to and include the Trustee or Trustees for the time being of the trusts of these presents.

« PrejšnjaNaprej »