Vol. III. Chap. XVIII. Deed to be void unless the Creditors come in within Two Months, or if the Trusts be cable. Debtors to re day of always nevertheless, and these presents are upon this condition, and it is hereby expressly declared and agreed by and between the said parties to these presents, that unless all the just creditors of the said A., B., and C., jointly and severally, (except the creditors of the said C. seeking relief under the said commission,) shall within two calendar months after the day of the date of these presents execute these presents, or otherwise accede thereto by agreeing to accept a dividend under the same, or in case any difficulties shall within the said time arise in the execution of the trusts found impracti- hereinbefore contained, and which shall render the execution of the trusts aforesaid impracticable, then and in either of the said cases all the clauses and provisions hereinbefore contained shall, if the trustees or trustee for the time being shall think fit to make a declaration to that effect, to be endorsed on these presents or a duplicate thereof on or before the -, cease, determine, and become void to all intents and purposes whatsoever, any thing hereinbefore contained to the contrary thereof notwithstanding; and the said D., E., and F., or the survivors or survivor of them, his executor or administrator, shall thereupon recover, pay, or assign and deliver to the said A., B., and C., their heirs, executors, or administrators, all the said estates, effects, trustmonies and premises, conveyed and assigned by the said indenture of bargain and sale, and assignment, bearing even date with these presents, first deducting thereout their expences as aforesaid, or shall convey, assign, and pay, or apply the same estates, effects, and monies, as the said A., B., and C., their heirs, executors, or administrators, according to their respective rights and interests therein, shall direct or appoint, and shall reinstate them respectively in the same condition as they would respectively have been in if these presents had not been made or executed, or as near thereto as reasonably may be, and as the existing circumstances will admit: Provided always, and it is hereby further declared and agreed, by and between the parties to these presents, that in case any creditor or creditors of the said A., B., and C., or the executors or administrators of the same creditor or creditors, (except creditors labouring under such disability as aforesaid, and except creditors seeking reljef under the said commission of bankrupt, and except such creditors as the said trustees shall pay or settle or compound with, pursuant to the power hereinbefore contained), shall, for the space of two months after notice for that purpose to be given to the same creditor or creditors, his, her, or their executor or administrator, by the said C., D., and F., or any or either of them, their or any or either of their executors or administrators, agents or attornies, refuse, neglect, or decline to execute these presents, or to accede to the same, then and in that case the creditor or creditors so refusing, neglecting or, declining, his, her, or their executors or administrators, shall be excluded of and from all or any benefit of or under any of the trusts hereinbefore declared, expressed, or contained; and all such and so many of them the said A., B., and C., as shall be the debtor or debtors of the same creditor or creditors, or his or their executors or administrators, shall be entitled to stand in the place of the same creditor or creditors respectively, and to have the same or the like benefit under the trusts hereinbefore contained, as if the same creditor or creditors, his, her, or their executors or administrators, had executed these presents: Provided always, that the provision lastly hereinbefore contained shall not extend nor be construed to extend to any creditor or creditors resident abroad, the amount of whose debt or debts shall be retors except with tained or appropriated as hereinbefore is mentioned and appointed, unless such notice as last aforesaid shall be given, with the concurrence of the trustees or trustee for the time being, to be testified by their or his joining therein: Provided always, that no person or persons shall be entitled to dends not to be be admitted a creditor or creditors under the trusts hereinbefore con ceive the Dividends of Credi tors who do not sign within Two Months. The last Provision not to extend to foreign Credi Consent of Former Divi 1 Vol. III. tained, unless notice shall have been given of his, her, or their debt or debts, before a final dividend shall be made under the trusts hereinbefore Chap.XVIII. declared; and that all persons who shall be admitted creditors after a first disturbed by or any subsequent dividend shall have been made, shall be admitted subsequent creditors upon the terms only of not disturbing any former dividend or claims of credividends, nevertheless with a right to be placed on a footing with the ditors. other creditors, or as near as may be without disturbing such former dividend or dividends: Provided always, and it is hereby further agreed and de- Proviso for clared, by and between the parties to these presents, that in case the said Appointment of C., D., and F., or any or either of them, shall happen to depart this life, or new Trustees. desire to be discharged from the trusts in them and him respectively reposed by these presents, and by the said indenture of bargain and sale, and assignment bearing even date with these presents, or shall become incapable to act in the same trusts at any time before the same trusts shall be fully performed and executed, then it shall and may be lawful to and for the major part in value of the creditors of the said A., B., and C., parties hereto (1), or any or either of them, who shall be present at any general meeting or meetings to be convened by fourteen days notice in the London gazette, to nominate and appoint any other person or persons to be a trustee or trustees for the purposes aforesaid in the room or stead of them the C., D., and F., or any or either of them so dying, desiring to quit or be discharged from or becoming incapable to act in the said trusts, and so and in like manner from time to time, as often as there shall be occasion, to nominate or appoint any other person or persons to be a trustee or trustees for the purposes aforesaid, in the room or stead of the present or any succeeding trustee or trustees who shall happen to die, or desire to quit and be discharged from, or shall become incapable to act in the said trust; and that when and so often as any new trustee or trustees shall be nominated and appointed as aforesaid, the trustee or trustees for the time being shall convey, assign, and assure the said several premises by the said indenture of even date herewith conveyed and assured, and covenanted to be surrendered as aforesaid, or so much thereof respectively as shall remain unsold and undisposed of as aforesaid, and pay all such of the trust monies aforesaid, as shall then remain in his or their hands, after deducting thereout his and their own reasonable expences in and about the execution of the trusts, or otherwise touching or concerning the premises up to that time, so and in such manner that the same may be legally and effectually vested in the continuing trustee or trustees and the new trustee or trustees jointly, or in the new trustees wholly, as the case shall happen, upon the several trusts, and to and for the intents and purposes hereinbefore declared or expressed, or such of them as shall be then subsisting and capable of taking effect; and such new trustee or trustees shall afterwards act in the management and execution of the same trusts in such and the same manner, to all intents and purposes, and be vested with and subject to the same powers and authorities as if he or they had been originally by these presents and by the said indenture of bargain and sale, and assignment, bearing even date herewith, named a trustee or trustees for the purposes aforesaid, any thing hereinbefore contained to the contrary thereof in anywise notwithstanding; and that such new trustee or trustees, together with such continuing trustee or trustees, (if any,) shall be competent, and have full power to settle and adjust, and allow the account or accounts of the trustee or trustees so dying or desiring to be discharged, or becoming incapable to act, and that the same accounts, when so settled and allowed, shall be final and conclusive on all parties entitled to any benefit under the trusts hereinbefore expressed (1) Or where the creditors repose confidence to appoint the new trustees, so as to avoid the in the trustees, the power may be for the latter trouble of convening a meeting of creditors. Vol. III. Chap. XVIII. Trustees only to be liable for their wilful and personal De faults. Trustees to be allowed their Expences. to and declared: Provided always, and it is hereby declared and agreed, by and between all the parties to these presents, that the said several trustees hereby nominated and appointed, and to be nominated and appointed as aforesaid, and each and every of them, and the heirs, executors, adminis trators, and assigns of them and every of them respectively, shall be charged and chargeable only for such monies as the same trustee or trustees respectively shall actually receive by virtue of the trusts hereby reposed in him or them, notwithstanding his, their, or any of their giving or signing, or joining in giving or signing any receipt or receipts for the sake of conformity, and that any one or more of them shall not be answerable or accountable for the other or others of them, but each and every of them only and respectively for his own acts, receipts, neglects, or defaults respectively, nor for omitting or refraining to sue for any debt or debts as aforesaid; and that they or any or either of them shall not be answerable or accountable for any banker, broker, or other person with whom or in whose hands any part of the said trust monies shall or may be deposited or lodged for safe custody, or otherwise in the execution of the trusts hereinbefore contained, or for any person or persons who shall be employed to assist them as aforesaid in the execution of the said trusts, or for any agent, clerk, solicitor, attorney, or servant, or other person be employed by him or them, in the execution, conduct, or management of the same trusts, or for any other misfortune, loss, or damage which may happen in the execution of the aforesaid trusts, or anywise relating thereto, except the same shall happen by or through his or their own willful default respectively; and then and in that case each person respectively shall singly and alone be accountable for such loss or damage as shall arise from his own default: And also, that it shall and may be lawful to and for the said trustees, in these presents named, and such future trustee or trustees to be appointed as aforesaid, and every or any of them, their and every of their heirs, executors, administrators, and assigns, by and out of the monies which shall come to his and their respective hands, by virtue of the trusts aforesaid, to deduct,retain, and reimburse himself and themselves, and to allow to his and their co-trustees or co-trustee, all costs, charges, damages, expences, fees to counsel for advice, and other disbursements, as he or they, or any of them, shall or may suffer, sustain, expend, disburse, lay out, be at or incur, in or about the execution of the said trusts, or in relation thereto : Provided always, and it is hereby declared and agreed, by and between the parties to these presents, that in case a question, a general Meet-matter, or thing shall arise in the management, regulation, or conduct of ing of Creditors the affairs of the said A., B., and C., or any or either of them, which is not expressly or clearly and distinctly provided for by these presents, and by the said indenture of bargain and sale, and assignment, bearing even date herewith, or in case the said trustees or trustee for the time being shall not be able to determine and agree upon the course of conduct to be pursued in the management, regulation, or conduct of the said trusts, then and in such case it shall and may be lawful to and for the said C., D., and F., or the trustee or trustees for the time being under these presents, to call a meeting of the creditors of the said A., B., and C., by fourteen days notice in the London gazette, and to submit such question, matter, or thing to the consideration of the creditors who shall or may be present at such meeting, and that the determination of the major part in value of the creditors present at such meeting respectively, on the matters which may be so submitted to them, shall be binding and conclusive on all parties entitled to any benefit under the trusts hereinbefore expressed and declared, and the trusts shall be managed and conducted accordingly: this Deed to be And further, if any question shall arise upon the true construction of decided by cer. these presents, or of any clause or provision herein contained, the same question shall be submitted to A. A., B. B., and C. C., of Lincoln's Inn, In cases unpro vided for, or being doubtful, to be called. Doubts as to the tain Counsel. Vol. III. incurred in the execution of the esquires, or the survivors or survivor of them, or to such other person as they or the survivors or survivor of them shall nominate, for their or his Chap. XVIII. opinion; and the opinion of them, or any two of them agreeing in their opinion, shall be final, binding, and conclusive on all parties interested in the trusts hereinbefore contained, so nevertheless as such opinion shall be taken by or at the instance of the trustee or trustees for the time being, and of the major part in value of the creditors who shall be present at a meeting convened for that purpose, by fourteen days notice in the London gazette: And each and every of the creditors, parties to these presents, Creditors to conseverally, separately, and apart from the others of them, doth hereby, for tribute proporhimself and herself respectively, and his and her respective heirs, tionally towards executors, administrators, and partners, covenant with the said C., D., Costs or Losses and F., their executors and administrators, that in case any one or more of the trustees for the time being, his or their executors or administrators, Trusts. shall sustain or incur any costs, losses, charges, damages, or expences, by reason or on account of the acceptance or execution of the trusts hereinbefore contained, or any act relating thereto, then and in that case each of them the said creditors, parties to these presents of the third part, his heirs, executors, or administrators, when thereunto required by the trustee or trustees for the time being, his or their heirs, executors, or administrators, shall and will answer and pay to the trustee or trustees for the time being, his or their heirs, executors, or administrators, such sum or sums of money as shall be the proportion of each of the creditors respectively, of the same losses, costs, charges, damages, and expences; and that such proportion shall be estimated by the full amount of all the debts due to the creditors respectively, who are or shall become parties to these presents, by executing or acceding to the same, so that each creditor so executing or acceding to these presents, his or her executors or administrators, shall contribute in proportion to the debt due to him or her respectively, when compared with the full amount of the debts owing to all the creditors who shall execute or accede to these presents: Provided always, and notwithstanding all or any of the provisions Insolvents to herein-before contained, the said A., B., and C. shall, as to the balance of stand in the the accounts subsisting or to arise between them as partners, or on account same relation to of the partnership, either by any payments made, or herein-after to be each other as in made, by any or either of the said partners, or out of his or their effects, beyond his or their proportional part or parts, be in the same situation in certificate oball respects, and have the same or the like remedies, as near as may be, tained. as he or they respectively would have had as to and against any one or more of them, his or their heirs, executors, or administrators, in case they had all become bankrupts, and had been all declared bankrupt under a joint commission of bankruptcy against them, and each of them had severally obtained his certificate under the same commission of bankruptcy [and their effects, which are vested in the trustees of these presents by the said indenture bearing even date with these presents, had been sold under such commission of bankruptcy, and the produce thereof had been applied and disposed of by the said trustees, as assignees under such commission of bankruptcy]; so that, on the one hand, no one or more of them, the said A., B., and C., his or their heirs, executors, or administrators, may remain liable to the other or others of them, his or their heirs, executors, or administrators, for any debt or duty which would have been discharged or relieved by such bankruptcy and commission thereon, and certificate thereunder; and so that, on the other hand, no one or more of them, his or their heirs, executors, or administrators, may be discharged from any debt or duty to which he or they would have been liable in case of such bankruptcy, and commission thereon, and certificate under case of bankruptcy, and |