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HomeMy WebLinkAboutCESTUI QUE TRUSTTR~$T TB/S INDENTURE, made this 21st. day of z~ugum%, 16.,9-~, by and among Harry R. DOw, 1tl, of North Andover, Essex County, Massachusetts, Stewart P. Wilson, of North ~ndover, Essex County, Massachusetts, Walter S. Green, of North Andover, Essex County, and Charles R. DUw, of Winchester, Middlesex County Massz~chuse~ts, who wibh their successors in office are herein- after referred to aa the '-Trustees , and those who sh~ll hold certificate of shares to be issued hereunder, hereinafter refer- red to as Ceatui ue Trusts . WHYS, it is prop,sod that the Trustees shell ac ~uire certain properties and shell emplo~and mensge the s~e, and all other properties which they may hereafter ae~ir~ in the mmnner hereinafter stated: a~d i~ is likewise proposed that the bene- ficial interest in the carryings and proceeds of the property fro~ ~ine ~o ~l~e held by=he Trustees and ~he business conduc- ted by ~hem shall be divided into shares, ~o be evidenced by certificates therefore, as hereiaafter provided; NO~ THEREFORE, %he Trustees hereby declare that they will hold ~aid p~operties so to be acauired by them, as v~ll ~s all e~har properties which they may ~muir~ as such Tru~%ees ~ogether with the ~receeds ~hereof, in Trust nevertheless, ~o ~n~.ge and ~? disUSe ef ~he a~ae for ~h~ beaefi% of the Ce~ui ue Trusts' The ~t~¢~pl~ e£f~c~ o~ %h~ Nor%h E~ex R~lty ~u~t ~all ~RTXCLE 11, ~o ~e ~~s ~er ~ descriptiea, ~l~ho~h ~ tndtvid~lly aa h~ ~ ~I1 ~ ~ld to c~he~d ~ll the ~al ~ ~1. ~e ~,~ ~f ~e ~ is %o ~ld, devest% imF~ve m~ ~ ~, ~ ~11 as ~ eth~ ~al e~ta~e ~ich ~e the Ce~tui ue ~s%~ , a~ ~cide~tly ~her~,o, ~o le~,~ e~ch~ge ~ ~aatgm ~ox~g~a, ex. ~o ~iY~ p~:r~i~l ~de ~ delivev~ ~ ~he ~d ~es la ~e exer~l~ AR~CLI Vii, AR~CLE ~1ll, ~_~ w~n~e for ~c~ion~l By dia~ri~u~ion ~mo~ ~e Cea~ ue Tru~tz or ce~ of ~eo~ ~,hen ~xt~tit~, ARTXCLB Xll. ?r~s~ee~ a~all ~h~reupom meil all ~he 'l'~s Prc1~r~y ~ud dis- t~ ~~, i~cl~i~ the ~ire, or ~a~af~ ~ ~ ~ ~a ~f ~ ~, a~ll first offer ~e ~ll nO~t~ ~e ~ea ~f c~ ~e p~cs a~ ~h he Is ~illi~ the fo2egoir~- conditions m~,y be ~aived by the T~uste~s in shy ~RTICLE thy Trustee if tncapable of properly dischar~in~ the infinity or by reason of ~bssnce from ~h, ~s~chueetts or f~il~e to stte~ meetings of the Trustees may bc r~oved ~t an a~ual ~tin~ O~ ~ n special ~eting c~iied for the p~Pc~ by a vote of t~e holders of t~e-qusrt~rs k~/~) of the aha. rea then outst~i~ ~ entitl~ to vote. ARTI~ lVl. ~s ~eclara~ion of T~ ~Y ~e a,~ed or altered in a~7 particular whatsoever, except es reg~rda the exam~,~ion from ~rsonal liabili~y of %he ~stees, officer~ a~ ~h~reholders, I~ ~0 vO~e, p~vided ~ice of ~he ~o~et a.~n~ or ~l- ~e~ion gm~l have been given la ~he p~viled ~he ass~n~ of ~11 ~he ~s~e~a is ob~in~d: a~ in ca~ of s~cH ~era~ion or ~e~en~, with a cert~icate ef '~he 8e~ta~ aa to its adoption~ s~ll V .,R~CLE X1X. the INDENTURE OF TRUST FROM THE OFFICE OF: Alfred L. D~iels, Esq. 301 Essex, ~Street Lawrence, Massachusetts T~L~S I~DE~TU~E, A Deelaration of Trus~. ma~e thiz firs~ of J~e, 1966, ~y ~d between Walnut S. Oreen, of Mor~h Andover, ~sa~ ~y, C~eal~h of ~s~chuae~$, ~o ~h his succes~r in office, Is h~einaf~er referred to as ~he ~ustee,'~ and those ~ ~I1 hold certlffica~es of s~es ~o be issued h~e~der, heret~ refe~ to as "Ces~ue ~ue T~s~s. ~~, It is p~s~ that the ~ee ehall acquire certain ~oper~iee a~ ~11 ~ploy ~ ~e ~e $~e, a~ all other ~ies ~ieh he ~y here~ter accuse in the m~er herein- after s~at~] ~d i~ is like. se ~oposed ~at ~he beneficial interest in the e~ngs ~ p~ceeds of the prope~y f~m t~e to t~e held by ~he ~stee $~ the business co.acted by him s~ll be divid~ ln~o a~es, to be evi~c~ by cer~ifica~es therefore, as h~i~er p~vided; ~w, th~efore, ~he'~s~ee hereby decl~es t~t he ~11 hold ~ld ~~iea ~ ~o be accuired by h~ aa well as all other pro~rtiea ~ich he ~y acquire aa such T~atee together ~lth the ~oceeds :h~f, in ~ust nevertheless, to ~age and dis~se of the ~e for the benefit of the ~Ces~ui Que T~sts- f~ time to ~ime, of the ~er~iftcates of ah~es ls~, and to be issued, here~er in ~he ~ ~d subject ~o the stipulations herein ~n~ain~. 1. ~e ~ ~1 be deC.ted as the , Nort~ A~ov~, ~aex CO~y, Co~on- 2. The title of tho Trustee shall be Realty T~ust", and ~ prop~tieo conveyed or tr~sferre~ to ~he T~s~ee ~der that des~iption, ~t~u~ ~t ~, ~1 be he~ by the ~ee in ~t for th~ benefi~ tho Ce8~ ~ ~ts-, the t~ "Cestui Q~ ~ts" shall ~ the "C~ue ~e ~stent" or hold~s of s~ea of aa h~ei~ des~ibed; ~ ~he te~ 'T~ot Property,' as h~in u~ ~11 be held to c~ehe~ all the p~perty as~o of ~he.-~at ~ich ~y exis~ at tony t~e &~ ~hether real or ~r~l. "Ceat~ Q~ ~s~s", ~r s~ll ~he '~tee ~r the 'Cest~ Que T~ts'~, be ~r~n~ly lille aa ~ners or othe~ise in res~c~ of ~e o~icn8 of the ~t or for ac~s of ~ssion or ~so~on .of the ~ee; ~, for ~1 debts ~ oth~ liabilities the ~a~ee ~1 ~ li~le as ouch to ~he e~t of the P~y only~ the ~ee ~11 be r6o~ble ~y for ~y ~1~ brach of ~ ~ ~11 be roo~naible only For his o~ .. ~t ~y~ t~ ~ ~ ~~ a~uire, for the b~fit ~ ~e "Ceetui Que ~ts", a~ the ~ustee as such shall have ... as ab~lute ~i ov~ ~e dia~ of all real ~d estate held by him at any time under this Trust as if they were the absolute owners thereof, including the power to sell for cash or credit, at a public or private sale, to lease, to let, to exchange, to assign mortgages, or to give partial releases of mortgages held by hi~, to hire money for the purposes or require- ments of the Trust and to mortgage real estate of the Trust or to, pledge and assign personal property o£ the Trust as collateral security, to lay out and construct streets and sidewalks and dedicate the same public use, tO lay sewers and water pipes, to set aside and embellish any particular plots or strips o£ land abutting any street or way for the benefit'Of any'general tract and to convey the same with or without consideration to the municipality in which located; to erect buildings or to purchase and repair existing buildings; to invest and reinvest earnings or profits at their discretion; to make all such contracts as may be needed to do any or all these things or otherwise to accomplish the fair intent and purpose of this Trust and to do all things he may deem advieabl~, to maintain, protect, improve and Preserve the Trust Property, inclm/ing the right to invest and reinvest into personal property, including stocks, bonds, but not limited thereto. 5. The making and delivery of any con~rac~, lease, mortgage, deeds, mote, or Other written inatrument by the Trustee as such shall be ~nclusively presumed, in favor of any stranger to the Trua~ dealing in geod faith with the Trustee,.to have been made and delivered by the said Trustee in %he exercise and within the lt~ts of their powers and authority; and no purchaser, grantee mortga&e%, or other contractin~ party dealing in good faith with the Trustee shall be responsible for the application of any money paid ~o him. 6. The Trustee may appoint and employ as fiscal officers and such other agents and attorneys as he may deem advisable to superintend or carry on the business of the Trust and may delegate to any such appointees any powers inherent in him which he can lawfully delegate to another and may choose to delegate. The Trustee shall fix the compensation of any such appointees and define their duties. The Trustee shall not in any way be personal- ly responsible for ~he default, errors, or misc~aduct of any such person so employed by him. 7. The Trustee shall apply all receipts from salesof land or other income as distinguished from contributions for capital investments, ~o the payment of expenses of operation and upkeep and to the satisfaction of no~e and mortgage or other obligations of the Trust according to the terms of payment thereof or he may anticipate future maturities of any such indebtedness. Any balance of earnings, profits or income shall be available for distribution among the "Cestui Que Trusts", ~nd ~he Trustee shall make such distribution from t!~e to time within his discretion as fund~may be available but at least Bi-annually, except that the Trustee mayreserve not more than thirty per cent (30%) of the annual earnings or profits as a reserve or surplus fund which he may invest and reinvest in such manner as he may deem advisable, 8. The"Gestui Quo Trusts~ are those persons to whom the Trustee has concurrently with the execution of this instrument issued certificates of beneficial interest in the Trust Property and those persons to whom such certificates may be issued here- after in accordance with the terms of this instrument and the axe.tutors and administrators of the holders of such certificate~. The beneficiaries shall not have any interest in the Trust Property itself, real or personal, and shall have no right to call for any partition of any real property or the distribution of any personal property at any time held by the Trustee hereunder. The Trustee shall keep a record of the names, addresses and beneficial interests of the "Ceetui Quo Trusts- and shall issue suitable certificates or other written evidence thereof. The Trustee may at any time make an appraisal of the net worth of the Trust Property, and recall and cancel all outstanding certificates for fractional shares and issue new certificates to the holders representing in shares of the par value of $100.00 the equivalent value of such cancelled fractional certificates, with warrants for any fraction- al parts of a share of such par value or the Trustee may determin -6- aport an aggregate number of shares without par value into which the interests of the "Cestui Quo Trusts" shall be divided, recall and cancel certificates previously issued and then issue te the holders thereof such certificates for such number of new shares as shall represent the proportional interests of such holders, wi~h warrants for fractional parts of a share. Such interests or shares shall be assignable and may be transferred upon the books of the Trustee by the-o~ner his attorney or legal representative and upon surrender of the oertificate, a new certificate shall be iSSued ~othe transferree who shall thereupon become subject ~o the terms of this declaration and agreement, provided, however, that no interest or share be sold until the holder thereof shall have first offered it for sal~ to the Trustee who shall have the option for 60 days of purchase thereof at the book value as determined by him at the last pre~ious closing of his books. Shares so._rpurchased by the Trustee may be held as partof the reser~ or-~u~pl~sfund' ~r resold~by the Trustee provided, he.ever, that di.~triDat~Cp~ of the interest or shares of any "Cestui Quo Trusts" e~ong his heirs or legatees s~ait not be construed as a sale. Any payments made by the Trustee to the person appearing upon his books ~s the record owner of any inter- est or share, or to the administrator or executor of such person -7- shall absolve the Trustee from all liability in respect of any such l~ayments. 9, The Trustee may from time to ~ime at his discretion and as the financial needs of the Trust may require, invite and receive subscriptions for the purpose of increasing the capital of the Trust upon such terms as he shall deem fair and equitable ~o the then existing "CeStui Que Trusts" or shareholders. The opportunity to make such subscriptions shall first be given %o existing "Cestui Que Trust" in proportion to their respective shares of interest but such option must be exercised within ten days after receipt of written notice from the Trustee. All such subscriptions shall be subject to the terms of this declara- tion. 10. The Trustee shall keep suitable records of his trans- actions and shall annually present a financial statement or bal- ance sheet ~nd a reasanable comprehensive account of receipts and diebur~ements co the 'Cestui Quo Trustm". 11. This Trmst shall continue for~f~rty years unless sooner -%ezminated by the Trustee, in the followin~methed~ a. By sale of the Trust Property and distribution o£ the net receipt ,~£te~r ~yment o£ all debts and liabilities of the Trust, among the "Cestui 'Que Trusts" as they may severally be entitled thereto. b. By distribution among the "Cestui Que Trusts?' or shareholders of trust £unds or securities available for such distribution and conveyance to them, in proportion to their respective interest or shares, of the real estate of the Trust subject Do encumbrances of record then existinE., 12. Upon termination of the Trust by lapse of time, the Trustee shall thereupon sell"all the Trust Property and distribute the net proceeds remaining after payment of all expenses, debts, and liabilities of the Trust Property incurred by the Trustee, less his reasonable compensation for such services amon~ the "Cestui Quo Trusts" in proportion to their respective shares or interests. For this purpose the Trustee shall continue to hold and exercise his powers hereinunder for the further term of six months from the time fixed for the term/nation of the Trust. ~b~s ~rd ay ~f rl,~ ~oov~r~ Massachusetts, who with t~i~ successor in .\~-~u~ ce, is hereinafter referred to'as the I~Trustee~l, and those who ~~shall hold certificates of shares to be issued hereunder, herein- after referred to as "Cestue Que Trusts". WHEREAS, it i~ proposed that the Trustee shall acquire cer- tain properties and shall employ and manage the same, and all other properties which he may hereafter acquire in the manner hereinafter stated; and it is likewise proposed that the benefi- cial interest in the earnings and proceeds of the property from time to time held by the Trustee and the business conducted by him shall be divided into shares, to be evidenced by c~rtificates therefore, as hereinafter provided: NOW, THEREFORE, the Trustee hereby declares that he will hold said properties so to be acquired by him as well as all other properties which he may acquire as such Trustee together with the proceeds thereof, in Trust nevertheless, to manage and dispose of the same for the benefit of the "Cestui Que Trusts~ from time to time, of the certificates of shares issued, and to be issued, hereunder in the manner and subject to the stipulations herein contained. Provided nevertheless that in the event seve~t% per cent (Tn %) of the 'Cestui Que Trusts'~ approve, the Trustee may be creased from one to three Trustees. In 'the event there are three Trustees, the Trustees must act by a majority vot~rth Andover 1. The Trust shall be designated as the $ ~ ~ Tr~t located at ~58 j~h~on ~lreet, ~r[h ~d~ver~ 2. The title of the Trustee shall be ~Trustee of the North A~dover j ~ ~ ~l¢;4rtty Tr~$t and any properties conveyed or transferred ~o the Trustee under that description, although not individually named, shall be held by the Trustee in Trust for the benefit of the ~Cestui Que Trusts~, the Term ~Cestue Que Trusts~ shall mean the 'Cestue Que TrustenU~ or holders of shares of certificates as hereinafter described: and the term ~Trust Property~ as ~erein used shall be held to comprehend all the property and assets of the Trust which may exist at any time and whether rea] or personal. 3. The Trustee may not impose any liability upon the ~Cestui Oue Trustsf~, nor shall the Trustee nor the ~tCestui Que Trusts~, be personally liable as partners or otherwise in respect of the obligations of the Trust or for acts of omission or com- mission of the Trustee; and, for all debts or other liabilities the Trustee shall be liable as such to the extent of the Trust Property on]y; the Trustee shall be responsible only for any wilful breach of Trust and shall be responsible only for his own wrbngful act. 4. The purpose of the Trust is to hold, dev~op, improve and se]] said land, as we]] as any other rea] estate which the Trust may from time to time hereafter acquire, for the benefit of the '~Cestui Que Trustsf~, and the Trustee as such shall have as absolute control over the disposal of all rea] and personal estate held by him at any time under this Trust as if he were the absolute owner thereof, including the power to se]] for cash or credit, at a public or private sale, to lease, to let, to exchange, to assign mortgages, or to give partial re.]eases of mortgages, held by him, or to hire money for the purposes of re- quirements of the Trust and to mortgage real estate of the Trust or to; pledge and assign personal property of the Trust as col- lateral security, to lay out and construct streets and sidewalks and dedicate the same public use, to ]ay sewers and water pipes, to set aside and embe]]igh any particular plots or strips of ]and abutting any street or way for the benefit of any genera] tract and to convey the same with or without consideration to the municipality in which ]ocated; to erect buildings or to purchase and repair existing buildings; to invest and reinvest earnings or profits at his discretion; to make all such contract~ as may be needed to do any or all these things or otherwise to accomplish the fair intent and purpose of this Trust and to do all things he may deem advisable, to maintain, protect, improve and preserve the Trust Property, including the right to inves[ and reinvest into personal property, including stocks, bonds, but not limited thereto. 5. The making and delivery of any contract, lease, gage, deeds, notes, or other written instrument by the Trustee as such shall be conclusively presumed, in favor of any stranger to the Trust dealing in good faith with the Trustee, to have been made and .delivered by the said Trustee in the exercise and withi the limits of his power and authority; arid no puTchaser, grantee mortgagee, or other contracting party dealing in good faith With the Trustee shall be responsible for the application of any mort paid to him. 6. The Trustee may appoimt and employ as fiscal officers and such other agents and attorneys as he may deem advisable to superintend Or carry on the business of the Trust.and may delegate to any such appointees any powers inherent in him which he can lawfully delegate to another and may c'hoose to'delegate. The Trustee shall fix the compensation of any such appointees an define their duties. The Trustee shall not in any way be person. ally responsible for the default, errors, or misconduct of any such person so employed by him. 7. The Trustee shall apply all receipts from sales of land or other income as distinguished from contributions for capita] investments, to the payment of expenses of operation and upkeep and to the satisfaction of note and mortgage or other obligations tof the Trust according to the terms of payment ther, of or he may anticipate-future maturities of any such indebtedne~ Any balance of earnings, profits or income sha-]l be available for distribution among the ~lCestuie Que Trusts~, and the Trustee Sha make such distribution from time to time within his discretion funds may be available but at least by-annually, except that the Trustee may reserve mot more than t~trt~ (~) of the · annual earnings or profits as a reserve or surplus fund which he .may invest And reinvest in such manner as he may deem advisable. 7a; Any ~-ustee may res gn at any time by instrument in writin~ signed and acknow'edged in the manner required in Massachua~tts I for the acknowledgment o¢ deeds and such resignation shall take effect upon the recording of SUCh instrument with the appropriate !~Registry o£ Deeds. ?b. If for any reason a vacancy shall exist for a Trustee or '!Trustees, each such vacancy sha]i be iii]ed by instrument in writ- ~ling setting forth (a) th6 aDDointment of a natural person to act 'las such Trustee, by not ]ess than seventy (70¢)1 i Der cent of the registered holders of the then outstanding shares; t ' d land lb) the acceptance o= such appointment, signed and acknowledge ioy such person. Such instrument shall become effective upon the ilrecording thereof with ~ne appropriate Registry of )eeds and such liperson shall then be and ueccme such Trustee and shall be vested ilwith title to the Trust Property, jointly with the remaining or !isurviving Trustee or ~-ustees, without the necessity of any act liofi: transfer or conveyance. If for any reason any vacancy in the l!office of Trustee shall cont'nue for more than sixty (60) days and ?s!l nail at the end of that time rema n un=illea, a Trustee or Trust- !tees to fill s_ch vacancy o* vacanc es may be aupo;nted by any court .of competent ju-isdiction uoon the application of any interested tparty or parties and notice to ali shareholders and to such other,' il:f any, parties tn interest to whom the court may direct that notic llbe given. -he ~orego ng orov's'ons of this Section to the contrary ~notwithstanding, desP te any vacancy in the office Of Trustee, now- lever caused and for whatever duration, the rema'ning or surv'ving :Trustees, sha~] continue to exerc'se and a[scharge all of the uower !Id~scretions and dut'es hereby conferred or imposed upon the Trust- ~7c.. Any Trustee may acduire, hold and sell shares in the trust i~on nls personal account, either 'n his individual name, or in a !if i duc; ;I ary capacity or jointly wit* pt-er persons, or as a member i~of a firm or association or otherw se, without being thereby dis- ualified as a Trustee, ano.wh.i le so holding any shares on his per- i ?dna] account shall ~e entitled to the same rights ~nd privile is other shareholders. i~ 7d, ho]dots of not }ess rnan 3b Trustees, with tho consent in wF~tiqg oc the registered of all o~ t~-e then outsta"ding slares, may at any time and from time to time amena, alter, add to, or change this Declaration of Trust in any ~nanner or to any extent or may, with like consent, terminate the trus~ heresy createa, ~ne Trustees first, however, be'~.q duly indemnified ~o their reasonable satisfaction against o~tstana:ng o~]igations and ]ia~i]itiesl .~rovided always, however, tha~ no such amenamen[, elteration~ addition, change o.r terminatiOr according to the ~u~oort of which the ~roportion of t~e aggregate benef,icia] interes~ ne~eunaer re~resentea ~ each such share ~ould ~e aide-ed or 'n any ,~anner or ~o a-), extent whatsoever m~ifie~ or a~fecZec, sna:] be va''a or effect'ye, Any amendment, altera- tion, aodit'on, change o~ terminat on pursuant to the foregoing orovisions of t~s paragraph shall become ~ffect ye upon' the recor~ ing w th said Registry of l)eeds of an '~s~rument of amendment, terat on, addition, change or term nation, as th5 case may ea, sealea and ackr:wlesged in ~he manner required in Massachusett~ for the acknowledgment of deedS, ~)' the Trustees, setting fortr full ~e amendment, alterat on, a~o',tion, change or termination and reci~i'~g the consent o~ t"e sh~reho'ders herein required to consent thereto, Such risk-unbent, so executea and recordeo, snail De co!~C]us ve eviaence of tne existence of ali facts ann of com- pliance wit'~ a-] prereq-,s'tes to the validity of such amendment, a'terat:on, edd:t:or, change or termina~io-, ~hether stated in sucl instrument o- not, upon ~ll questions as to title or affecting the t~-ig-~s of thira oersons and for ali othe- ~ur~oses, Nothing in iht paragra~r contained sha'l be construea as '~aking it obligatory upo ~;t~e Trustees to amend, alter, add ~o, cnange or terminate the Dec- larat~on Q{ m~ust ~OOF ODID ri,ag the necessary consent as herein- perone -4- 8. The "Cestuie Que Trusts" are those persons'to whom the Trustee has concurrently with the execution of this instrument issued certificates of beneficial interest in the Trust Property and those persons to whom such certificates may be issued here- after in accordance with the terms of th'is instrument and the executors and administrators of the holders of such certificates The beneficiaries shall not have any interest in the Trust Pro- petty'itself, real o'r personal, and shall have no right to call for any partition of any rea] property or the distrlbut'i'on of an personal property, at any time held by the Trustee hereunder. The Trustee shall keep a record of the names, addresses and benefi- cial interest.s of the ~'Cestui Oue Trusts" and shall 'ssue suit- able certificates or other written evidence thereof. The may at any time make an appraisal of the net worth of the Trust Property, and recall and cancel ail outstanding certificates for fractional shares and 'ssue new certificates to the holders re- presenting in shares of the par value of $]00.00 the equivalent value of such cancelled fractional certificates, with warrants any fractional parts of a share of such par value-or the Trustee may det'ermi'ne upon an aggregate number of shares without par val into which the interests of the "Cestui Que Trusts" shall be di- vided, recall and cancel certificates previously 'ssued and then issue t'o the holders thereof such certificates for such number of new shares as shall represent the proportional interests of such holders, with warrants for fractional parts of a share. S~ch interests or shares shall be assignable and may be transferred upon the books of the Trustee by the owner, his attorney or representative and upon surrender of the certificate, a new ificate shall be issued to the transferree who shall thereupon become subject to the terms of this declaration and agreement~ provided, however, that no interest or share be sold until the holder thereof shall have first offered it for sale to the Trust- ee who shall have the option for 60 days of purchase thereof at' the book value as dete.rmined by him at the last previous c]os -5- of his books. Shares so purchased by the Trustee may be held as part of the reserve or surplus fund or resold by the Trustee Pro- vided, however, that distribution of the interest or shares of any "Cestui Que Trusts" among his heirs or legatees shall not be construed as a sale. Any payments made by the Trustee to the person appear'rig upon his books as the record owner of any inter- est or share, or to the administrator or executor of such person shall absolve the Trustee from all liability in respect of any such payments. The "Cestu~ Q~e Trusts" may upon vo~e o~eve~typer cent ~.i~) of the trust certificates outstanding, remove the Trustee for cause. 9. The Trustee may from time to time at his discretion and as the :fi5ancial needs of the Trust may require, invite and re. ce[ye subsc.riptions for the purpose of increasing the capital of-the Trust upen such terms as he shall deem fair and equitable to the them existing "Cestui Que Trusts" or shareholders· The opportunity,to make such.subscription'shall first be given to existing !'Cestui ~ue Trusts" in proportion to their respective shares of interest but such option must be exercised within t~n d~'ys after receipt of written notice from the Trustee; all. such subscriptions shall be subject to the terms of this decl~ra- ti.on. 10. The, Trustee shall keep suitable records of his trans- actions and shall annually present a financial statement or bal- ance sheet and a reasonable comprehensive account of receipts and disbursements to the "Cestui Oue Trusts". 11. This Trust shall continue for fort~ (~21 years unless' sooner terminated by the Trustee, in the following methods: a. ~y sale of the Trust Property and distribution of the net receipts, after payment of a11 debts and liabilities of the Trust, among the UCestui Que Trustsu as they may severally be entitled thereto, b. By distribution among the '~Cestui Que Trusts" -6- or shareholders o( trust funds or securities available for such distribution and conveyance to them, in proportion to their respective interest or shares, of the rea] estate of the Trust subject to encumbrances of record then existing. - 12. Upon term[nation of the Trust by lapse of time, the Trustee, shall thereupon sell all the Trust Property and distri- bute the net proceeds remaining after payment of all expenses, debts, and liabilities of the Trust Property incurred by the Trustee, less his reasonable compensation for such services among the ~'¢estui 0ue TrustsTM in proportion to their respective shares or interests. For this purpose the Trustee shall continue to hold and exercise his powers hereinunder for the further term of six months from the time fixed for the termination of the Trust. The fiscal year of the Trust shall end ~i~e~cember ~t. Any amendment, alteration or change in this Trust Indenture including the change of the Trustee, shall be made on a form suitable for recording. In witness whereof, I Have hereunto setmY hand and seal this l~ti[~-day of Sister.r,, 1971. THIS INDENTURE made this lSt day of -. ~ May ,19 69 , by and between 1 Z 5 LOUNGE, INCj .. , , a corporation duly organized and existing under the laws of the Commonwealth of 1V~s sachusetts and having a usual place o~ business' in (of) North Andover , in Massachuset_ts (hereinafter ca~led the debtor), party c4 the first part~ and Jason P~osenberg of Lawrence, Massachusetts ~ (hereinafter called the assignee), party of the secoad part, and the others who may become p~rties to this instrument, in accordance with the tj~s thereof (her~ ' ' WITNESSETH:inafter called the assenting creditors), parties of the thi.rd part. ~~,,~, and · The said debtor does hereby grant, bargain, sell, convey, assign, transfer set over ]~'t~ the said assignee all and singdar the property and estate of whatever nature, both real and personal, whe~v~t situated, to which the debtor is entitled, and not exempt from attachment by the l~w of its locus, includ'tffg all land'7 b~ildingS7 machinery, merchandise, fixtures, office equipment and supplies, patents, trade-maxks, licenses, trgtle names, secret processes and formulae, stock, bills, note% assets, judgments, suits at law or in equity, accounts receivable, or other choses in action, and all deeds., books of account, evidence of title and papers relating t~'the business dealings and property of the debtor. Ali mail of all classes, all parcel post and express material, aH telegrams, radiagrams and other communications otherwise deliverable to the assignor shall be delivered to the assignee or as he may in writing direct. To H~w Azav zo HOLt) the said real and personal estate and choses in action (bereina/ter called the trust prdperty) to the said assignee, his heirs, executors, administrators, successors and assigns, to his and their own use and behoof forever, in trust, nevertheless, for the ,purposes of and subject to the provisions herein- after set' forth. · And the said debtor does hereby covenant with the said assignee that it will, whenever requested, give him all' information in its power concerning the property hereby asigned, and will execute, acknowledge and' deliver to the assignee, at the cost of said assignee, whenever requested, any further instrument or instruments that said assignee may think necessary or proper to c~rry oat the true intent and purpose of these presents. The assignee, by writing recorded where this Indenture is recorded, as an amendment hereto, may at any. time refuse to accept any property or right hereunder which in his opinion is by law exempt from attachment or is onerous, unprofit~rble or burdensome, rather than beneficial, to the trust estate; thereupon all title there- to by him hereunder acquired shall revest in the assignor as though never included herein, and as to that prop- erty or right the assignee shall have no right or obligation. And the said debtor does hereby constitute the said assignee, and his successors under this trust, the attorney and attorneys irrevocable of said debtor, with power irrevocable and coupled with an interest, with power of substitution, in the name of the debtor, but to the use and at the cost of the assignee, to begin or carry on any suit, execute, seal, acknowledge and deliver any instrument, and do any other act or thing ueces- %ary or proper to obtain legal title to or possession of or to realize on, manage, pledge, mortgage and dispose of the trust property or any part thereof, or to c~rry out the true intent and purpose of this instrument. This assignment is made upon the trusts and subject to the pr~visions following; to wit: First: The assignee, primarily in the interest of creditors, shall hold and manage the trust property: receive and-collect the rents, income and proceeds thereof, and convert the said trust property into money as rapidly as he may think expedient, and in suck manner as he may think best. Second: The assignee shall have the power, in the execution of his trust, from time to time, to sell, lease~ mortgage or pledge all or any part or parts of the trust property and/or to grant licenses thereunder at public or private sale, for cash or on credit or for any other good consideration, on such terms as he may think fit, and to convey and transfer the same by good and sufficient deeds or other instruments to the purchaser or purchasers, free from any trust, and no such purchaser shall in any event be responsible for the application of the purchase money or ~ther consideration; and the said assignee may buy in, rescind or vary any such contract of sale, and resell any such property, without being answerable for any loss occasioned thereby. Tkird: Said assignee may, if and so far as he may deem it advisable for the orderly liquidation of. the trust estate as a going business, as well as to ensur~ reasonable liquidation value thereof, continue and carry on the business of the debtor, or any part thereof, and for that purpose only use any part of the trust property, and make any payments therefrom or from the proceeds thereof, and purchase any goods or materials and.p~y therefor with any money in his hands as such assignee, or purchase the same on cred/t, and render ,said trust property liable for the price therea/. Fo~trtk: Said assignee may pay from said trust property from time to time any sums that he maY~deem expedient to protect and preserve said trust property, including payment for repairs, balances due for proper~ purchased by the debtor under conditional sales, premiums for fire and other insurance, interest 'or incum; brances, wages of watchman and caretakers, charges for storage, and other expenses which he may deem, for.the benefit of said trust property, and including any wages due to employees entitled to a priority under the pr.~ visions of the Bankruptcy Act at the time of the making of this ~signment so far as said assignee may, in hi~ discretion, deem said payments reasonable to protect and preserve said business~ or any part of the trust estate. Fiftk: Said assignee may institute and prosecute all suits or legal proceedings which he may think pr0/2er for the recovery of any property belonging or supposed to belong to or any debt or debts due or supposed'to be due to the debtor and may defend all suits or legal proceedings brought to recover any property~ hereby transferred to him, and may compromise, compound or refer to arbitration any such suit o.v legal proceeding or claim or demand by or against him or arising out et the execution of this trust, on such terms as he. ma. jr think fit, and may pay all costs, charges, expenses and liabilities so incurred from said trust property. -. S~'xtk: Said assignee may in his discretion~ from time to time, from said trust property or the proceed~ thereof pay and discharge any claim for taxes, whether Municipal, State or Federal, existing, and may .pay tO any person having a mortgag% lien, attachment or other security upon said trust property, or any part thereof, any sum he may deem expedient in order to secvre the relinquishment thereof, and may 'caus~ such mortgage, lien, attachment or other security to be discharged, or to be assigned to, or otherwise kept in.f~rce for him, and for the benefit of said trust property, and may satisfy and discharge any other debt or debts due by said debtor which he may deem expedient for. the benefit of his trust .... i . . Seven,k: Said assignee may make payment or do or omit any other act upon such evidence of the existelxce ~f any fact necessary to authorize such act or omission az he may deem satisfactory, and shall incur no liability thereby. Any receipt or acquittance given by said assignee shall be a sufficient discharge in favor of the person to whom it is given, and no person dealing with said assignee shall under any drcumst~nces be bound to ascer- taln or inquire as to any fact or event or purpose jusfi/ying the exercise of any power herein conferred upon sa/d assignee, or the propriety or regularity of any exercise of or act purporting to be an exe/rcise of any such pow~'. - Eighth: Any person having any debt or claim that would be provable in bonkruptcy against the estate of said debtor, under the bankruptcy, laws of the United States, may become a party to this instrument to th~ extent of such debt or claim aa an assenting creditor, by executing the same or any copy~ thereof, or by specifically assenting to the same in ~iting in form satisfactory to the assignee within ninety (90) days after the date hereof, or within such further time as sai~ assignee may fix; and said assignee may f~om time to time as often as he may think fit extend such time by notice in writing, and may~ at any time in his discretion per- mit any creditor to become a party hereto though no suc~. extension of time has been made by him. No creditor not so executing or accepting this instrument shall be entitled to any benefit berefrom. N~ntk: Any creditor assenting hereto, filing a claim hereunder, or participating herein in any thinner, and notwithstanding that such creditor may be a member of a creditor's committee or have a representative thereon, shall have the right, notwithstanding such. assent~ filing or partic~patiou, to become a petitioning creditor in any proceedings in bankruptcy which may be filed against the debtor, and allege and use this assignment as an act of bankruptcy in any such proceedings. Tenth: Any person secondal-ily liable as endorser or otherwise on any note, draft, acceptance or other obllgatitm in which any assignor is primarily liable may become a party to this instrument as an assenting creditor~ according to the terms hereof, provided such person has taken up and become the legal ho]de~ and owner of such note, draft, actmptanee or obligation, not less than thirty days before any dividend shall be declared hereunder~ and provided that no prior holder or owner of such note, draft, acceptance or other obliga- tion hasp in respect thereto, become a party to this instrument as an assenting creditor. Elcventk: Said assignee shall determine the amounts of the debts or claims of each of the several assent- lng creditors, respectively due from the debtor~ that would have been provable in bankruptcy against th~ said debtor. Such amounts shall be computed as if payable on the day of the date hereof, adding or deducting interest, as the legal requirements of the ease may be. Said a~signee may for this purpose require the several assenting creditors to verify t~eir respective claims by affidavit or other evidence satisfactory to the assignee, and may refer any disputed claim to arbitration in such manner as he nmy think' fit, and make any compro- mise or agreement as to the amount thereof as he ma~ thlnlr expedient, Twelftk: In case any assenting creditor has any security for his debt by lieu or incumbrance, except by attachment upon any part of the trust property made less than four monfhs before the date of fih~is instru- ment, said assignee sholl deduct the value of such security, determined by gale or otherwise, from such debt or claim, and the halanee shall, be deemed for the purpose~ of this instrument the amount due such creditor; or said assignee may accept a surrender of such security, and ascertain the amount due without any such deduction. In case of security by attachment made less than four months before the date of this instrument upon any part of said trust property~ such assenting creditor shall relinquish said attachment, or continue the so~n~ e f~r the benefit o~f said assignee, and permit him to enforce the same four the benefit of the trust estate; °ffaerwise no part of the claim secured by sai~l ~tta~:h~ent'shal] be ~.l]owed by sald"a~sig/~e~,~bd So~.~~c~i~'0¥· shall not be entitled to any rights hereunder in respect thereof; but said assignee may, pursuant to Article Sixth above, pay any sum, for costs or otherwise, necessary to secure the relinquishment of such attachment. Tkirteentk: After paying from said trust property, or the proceeds thereof, all the costs, charges and ex- penses incurred in the execution of this trust, including counsel fees and a reasonable compensation for his own services, said assignee s~mil ,pay therefrom (1) all wages, taxes, debts and claims entitled to priority under the bankruptcy laws of the United States, in order of such priority, in full, or, if the property is insuffi~fient to pay any class in ful]~ then pro rata among that class; (2) after such preferred payments the umounts aseer~ tained to be due to the assenting creditors not entitled to priority pro rata, or, if the property is sufficient, in full, and if any surplus remains, interest on said amounts pro rata or in full to the time of payment; (3) any balance remaining to the debtor. As among assenting creditors of different classes, priority of payment shall be made according to said bankruptcy laws. Fo~teentk: Said assignee may make the payments provided for by either paying dividends from time to time as he shall thlnlr fit or by' making a single distribution when all of said property has been converted into money, and shall, so far as practicable, assist the debtor, and also the assenting creditors hereuader~ to arrive at a satisfactory compromise or settlement of the debts awing by said debtor, and is authorized to l~l~e pay- ments in such manner and at such times as may hereafter be mutually agreed upon in such compromise agree- ment between the debtor and the said asseuting creditors~ if any shall be made. Fi]te~ntk: In case a petition in bankruptcy is filed by or ~gaiust said debtor with'm four months after the date of this instrument, and an adjudication is had in the proceedings therein, or in case a receiver is appointed therein by the B~nltruptcy 'Court prior to adjudication, or if ,proceedings for relief under the bankruptcy laws of the United States are filed by the debtor by w~y of petition or ~nswer within four months after the date hereof, and the court accepts and retains control of said proceedings, the assignee hereunder shall deliver and transfer to any such receiver or to the trustee or trustees or other person entitled thereto so much of the trust property in his hands as such receiver or trustee or trustees or such other person may by law be entitled to recover, except any property that said assignee hereunder could not effectually transfer; reserving, however, such sums as are necessary to pay all ~'easonab]e expenses then already incurred in the execution of this trust, including a compensation for said assignee, and to idemnify said assignee against; all liabilities then outstanding arising from this trust. And thereupon the trust hereby created shall cease except as to the property, if any, not so transferred. Sixteentt~: If the debtor is a corporation, then in the event of the entry of an order within four months from the date hereof approving the filing by the debtor of a petition or answer in proceedings under the provisions of the bankruptcy laws of the United States, as ~mended, the assignee ~hsll transfer and deliver such property and proceeds as may then be in his hands, excepting any property which he cannot effectually transfer, to the debtor or trustee or trustees or person or persons entitled thereto, reserving, however, such sums as are neces- sary to pay all reasonable expenses then a~ready incurred in the execution of this to]st, including compensa- tion for said assignee, and to indemnify said assignee against all liabilities then outstanding arising from this trust. Thereupon the trust hereby created shall cease, except as to the property, if any, not s~ transferred. Seventeentk: No assignee under this instrument, whether named herein or afterwards appointed as herein- after provided, shall b~ liable fox more money or property than he shall actually receive, or for any act or omission of a c~assignce, if any, or of any agent or servant employed by said assignee~ or in any event be liable except for his own personal and wilful acts and omissions, nor shall any assignee be bound to give an~ bond or security for the performance of this trust. Eighteenth: Any assignee under this instrument may at any time, by instrument in writing and under seal, resign his trust and, upon such resignation taking effect, as hereinafter ,provided, shall be relieved of ail ful'ther duties, and cease t~ have any further powers as assignee hereunder. Any sole assignee hereunder shall, before resigning his trust, appoint a co-assignee as hereafter provided. In case of such resignation, or of a vacancy arising by death or inability to act, the remaining assignee or assignees, and, if none, then ~ majority in value ~f the assenting creditors, may, by instrument in writing under seal, appoint a successor to fill such vacancy. The assignee hereunder may at any time, in his discretion, in like manner appoint one or more co-assignees to act with him. Every resignation of an assignee and appointment of a new assignee shall be recorded wherever this instrument is recorded, and shall not take effect until so recorded. Upon the appointment of~ any person as an assignee as above provided, such person shall forthwith upon written acceptance of th~s trust become en- titled to all the estates~ interests, rights, privileges and powers, and subject to all the liabilities andduties, here- in provided, solely or jointly with any other person or persons then entitled as assignee or assignees hereunder. as the case may be, without any further conveyance or deed; Imf any assignee ceasing to act~ and the heirs, executors and administrators of any deceased assigo_.ee,'shail upon written request execute any further instxu- merit that may be deemec~ expedient completely to vest title in any newly appointed assignee. Nineteentt~: The said assignee hereby accepts the trust created by this instrument, and hereby covenants for himself and his heirs, executors and administrators, with the other pa'rtles hereto, tlmt he will faithfully perform said trust, and that, upon ceasing to act as such assignee~ he or his heirs~ or executors, or administra- tors, will, if requested, execute at the expense of said trust estate any instruments that may be deemed ~expedlent completely to vest their title in any newly appointed assignee or assignees. Twentieth: Each of the assenting creditors, becoming such as provided in Articles Eight and Ninth above, by becoming a party hereto, and in consideration of the terms thereof, covenants to accept and take, and does accept an~ take, in full satisfaction and discharge of all debts and claims provable or allowable under the t~rms of this instrument, the sum or sums that may become payable to him hereunder, and releases said debtor from every such debt ~r claim, and these presents may be pleaded in bar of any proceeding to enforce any such debt or claim; and covenants, upon request from said assignee, to discontinue any suit or proceeding pending against said debtor, or to permit the assignee to prosecu~ the same for the benefit ot hL5 trust if he shall so elect; provided, however, that this covenant and release shall in n~ wise affect the liability to sucl~ creditor of any person other than the debtor liable for any such debt or claim contingently or absolutely or jointly with said debtor, or the right of said creditor to ,proceed or continue proceedings against such other person, but, in c~se the debtor is a; necessary party to such proceeding, satisfaction therein shall be taken only against such other person; and provided, luff'her, that in case of proceedings in bankruptcy as provided in Articles Fifteenth and Sixteenth above, this release and these covenants shall be void except as to the amount of any sum ac- tually received hereunder. And each of said assenting creditors further covenants as aforesaid not to transfer, after accepting this assignment, any negotiable instrument on which the debtor is liable, without endorsing thereon a memorandum that the same is subject to this assignment. Twenty-First: Addenda, if any, to this indenture, signed by the debtor and assignee are incorporated herein by reference and made part hereof. All the provisions of this instrument shall be hindlng on and in favor c8 the sevoral heirs, administratorsi successors and assigns of the several persons, partnerships, corporations, or other entities, parties hereto. In the construction of this instrument the woxds "debtor," "assignee" and ~assentlng creditors," and the pronouns referring thereto, shall be read in the singular or plural number, and in the mascu- line or feminine gender, or as referring to a corporation, as the facts and context may require or admit. The word "assignee," wherever written or referre~ to, although expressed in singular number, shalVapply to two or more assignees, and their ~espective heirs, executors, administrators, successors and assigns, and, in the event a corgoration is assignee, shall apply to such corporation, its successors ~nd assigns. The w~rd debtor," wherever written or referred to, shall include an individual, individuals or a a corporation or any other legal entity as the facts and context may require, although now in the singular num- ber and referred to as impersonal. IN WITNESS WItEREOF the said 1 Z '5 LOUNGE, INC. (debtor) and the said Jason Rosenberg (assignee) and the assenting creditors executing this instrument have, except such as are corl~rations, hereunto set their hands and common seal as their own, and ea~ Of said parties that is a corporation has caused these presents to he signed in its name and behalf, and its ¢6r- porate seal to be hereto affixed by the officer of said corporation named as executing the same for it, such officer being thereunto duly authorized, this instrument being one of original instruments, all .o~ llke tenor, and together constituting one indenture. Suffolk, ,ss. Then personally appeared Francis A. Mogavero his this instrument to be Hi, free act and deed. and t:he free acl: and Ymy / ~969 , and aelmowledged deed of 1.25 Lounge, Before me, Notary Public. Inc. - I, Nicholas Russo , Clerk of 1 g 5 Lounge, Inc. Certify, that at a meeting of the stockholders of said company, duly called and held at ' Boston, Massachusetts on l~y 1, ,19 69, there were outstanding all the shares Of stock entitled to vote at said meeting, and that by vote 6f all the shares of stock, it was VoTEn: That this corporation make an assignment for the benefit of its creditors of all it~ property, and ,h~t Francis A. Mogavero , the President and Treasurer . or the corporation, be, and he hereby is, authorized in its name and behalf to execute, seal~ aclmox~ledge and deliver an instrument or instruments of assignment for the benefit of creditors to such person or persons, in such form, and on such terms and conditions as he shall by his execution and delivery thereof approve. CORP. -- ........... ~ SEAL Nicholas liAISSO, Clerk. THIS I , /~ Declaration of Trustl this !$lh., ~ ~ta~ of ~r~ 1~ by and between ~rr~ ~.: ~ ~' ~ ~ ~ ~~ Massachusetts~ who with ~t~ successor in office, .is hereinafter referred to'as the "Trustee~ and those who ~hall hold certificates of shares to be issued hereunder~ herein- fter referred to as ~Cestue Quo Trusts~, WHEREAS~ it i~ proposed that the Trustee shall acquire cer- tain properties and shall employ and manage the same, and all other properties which he may hereafter acquire in the ~anner hereinafter statedl and it is likewise proposed that the benefi- cial interest in the earnings and proceeds of the property from time to time held by the Trustee and the business conducted by him shall be divided into shares, to be evidenced by certificates there fore, as hereinaft er provided: NOW, THEREFORE, the Trustee hereby declares thatV'~fhe hold said properties so to be acquired by him as well as all other properties which he may acquire as such Trustee together with the proceeds thereof, in Trust nevertheless, to manage and dispose of the same for the benefit of the "Cestui Que Trusts" from time to time, of the certificates of shares issued, and to be issued, hereunder in the manner and subject to the stipulations here n contai ned. wP o~ided neverthe]ess that in the event ~ :~1'*~ per cent ~ %) of the "Cestui Quo Trusts" approve, the Trustee may be in- creased from one to three Trustees. In 'the event there are three rustees, the Trustees must act by a majority vote. l. The Trust shall be designated as thel~l~ttt ~1t1,~ located at 1~ ~i~ ~tt~t~t~ ~tb ~~, 2. The title of the Trustee sha]] be "Trustee of the ~lt-~llt l~!t~ ~lr~tlt and any properties conv~,yed or transferred to the Trustee under that description, although not individually named, shall be held by the Trustee in Trust for the.benefit of the "Cestui Oue Trusts~', the Term "6estue (Due Trusts" shal],r~ean the "Cestue Que Trustent" or holders of shares of certificates as hereinafter described: and the term "Trust Property" as herein -2- used shall be held to comprehend all the property and assets of the Trust which may exist at any time and Whether real or personal. 3. The Trustee may not impose any liability upon the ~Cestui Que Trustsn, nor shal] the Trustee nor the ~Cestui Que Trusts~, be personally liable as partners or otherwise in respect of the obligations of the Trust or for acts of omission or com- mission of the Trustee; and, for al1 debts or other liabilities the Trustee sha]] be liable as such to the extent of the Trust Property only; the Trustee shall be responsible only for any wilful breach of Trust and sha11 be responsible only for his own wrongful act. 4. The purpose of the Trust is to hold, dev~op, improve and sell said land, as well as any other rea] estate which the Trust may from time to time hereafter acquire, for the benefit of the ~Cestui Que Trustsu, and t'he Trustee as such shall have as absolute control over the disposal of all real and personal estate held by him at any time under this Trust as if he were the absolute owner thereof, ncluding the power to sell for cash or credit, at a public or pr vate sale~ to lease, to let, to exchange, to assign mortgages, or to give partial re]eases of mortgages, hetd by him, or to hire money for the purposes of re- quirements of the Trust and to mortgage real estate of the Trust or to; pledge and assign personal property of the Trust as col- lateral security, to ]ay out and construct streets and sidewalks and dedicate the same public use, to lay sewers and water pipes, to set aside and embelligh any particular plots or strips of land abutting any street or way for the benefit of any general tract and to convey the same with orwithout consideration to the municipality in which located; to erect bui]dings or to purchase and repair existing buildings; to invest and reinvest earnings or profits at his discretion; to make all such contract as may be needed to do any or ali these things or otherwise to accomplish the fair intent and purpose of this Trust and to do all things he may deem advisable, to maintain, protect, improve and preserve the Trust Property, including the right to invest and reinvest into persona] property, including stocks, bonds, but not limited thereto. 5. The making and delivery of any contract, lease, mort- gage, deeds, notes, or other written instrument by the Trustee a~ such shall be conclusively presumed, in favor of any stranger to the Trust dealing in good faith with the Trustee, to have been made and delivered by the said Trustee in the exercise and withi the limits of his power and authority; add no purchaser, grantee mortgagee, or other contracting party dealing in good faith With the Trustee shall be responsible for the application of any money paid to him. 6. The Trustee may appoint and employ as fiscal officers and such other agents and attorneys as he may deem advisable to superintend Or carry on the business of the Trust.and may delegate to any such appointees any powers inherent in him which he can lawfully delegate to another and may c'hoose to'delegate. The Trustee shall fix the compensation of any such appointees ant define their dut es. The Trustee shall not in any way be person- ally respons~ibie for 'the default, errors, or misconduct of any such person so employed by him. 7. The TruStee shall apply alt receipts from sa]es of land or other income as distinguished from contributions for capita] investments, to the payment of expenses of operation and upkeep and to the satisfaction of note and mortgage or other obligations tof the Trust according to the terms of payment there of or he may anticipate future maturities of any such indebtednes Any balance of earnings, profits or income shall be available for distribution among the "Cestuie Que Trusts", and the Trustee sha make such distribution from time to time within his discretion a~ funds may be available but at least by-annually, except that the Trustee may reserve not more than l~t~tY ~:~) of the annual earnings or profits as a reserve or surplus fund which he .may invest and reinvest in such manner as he may deem adviSable. -4- 8. The ~'Cestuie Que Trusts~ are those persons'to whom 'the Trustee has concurrently with the execution of this instrument issued certificates of beneficial interest in the Trust Property and those persons to whom such certificates may be issued here- after in accordance with the terms of th'is instrument and the executors and administrators of the holders of such certificates. The beneficiaries shall not have any interest in the Trust Pro- perry itself, real o'r personal, and shall have no right to call for any partition of any real property or the distribut.ibn of an personal property, at any time held by the Trustee hereunder. Th Trustee shall keep a record of the names, addresses and benefi- cial interest.s of the !'Cestui Oue Trusts" and shall issue suit- able certi'ficates or other written evidence thereof. The Truste, may at any time make an appraisal of the net worth of the Trust Property, and recall and cancel all outstanding certificates for fractional shares and issue new certificates to the holders re- presenting in shares of the par value of $]00.00 the equivalent value of such cancel]ed fractional certificates, with warrants any fractional parts of a share of such par value or the Trustee may determi'ne upon an aggregate number of shares without par va into which the interests of the "Cestui Que Trusts~ shall be di- vide~, recall and cancel certificates previously issued and then issue t'o the holders thereof such certificates f~r such number o new shares as shall represent the proportional interests Of such holders, With warrants for fractional parts of a shy're. SUch interests or shares shall be assignable and Bay be 'tra, nsferred upon the books of the Trustee by the owner, his attorney or leg~ representative and upon surrender of the certificate, a new cert- ificate shall be issued to the transferree who s~a11 thereupon become subject to the terms of this declaration and agreement, provided, however, that no interest or share be sold until the bolder thereof shall have first offered it for sale to the Trust- ee who shall have the option for 60 days of purchase thereof at the book value as dete. rmined by him at the last previous c]os -5- of his books, Shares so purchased by the Trustee may be held as part of the reserve or surplus fund or resold by the Trustee pro. v ded, however, that distributign of the interest or shares of any "Cestui Que TrustsI' among his heirs or legatees shall not be construed as a sale, Any payments made by the Trustee to the person appearing upon his books as the record owner of any inter. est or share~ or to the administrator or executor of such, person shall absolve the Trustee from all liability in respect of any such payments. The f'Cestu~ Quo Trustsf' may upon vot'e of 65 2/3 per cent ,65 2/3 (-/"$)of the trust certificates outstanding, remove the Trustee for cause. 9. The Trustee may from time to time at his discretion :and as the~finadcial needs of the Trust may require~ invite and- .receive subscriptions Tor the purpose of increasing the capital ~'f'-the'Trust upon sl~ch terms as he shall deem fair and equitable to thee then existing "Cestui Que Trusts" or shareholders. The opportunitylto make such subscription'shall fi'rs: be given to existing t'Cestui Que Trusts" in proportion to their respective shares of interest .but such option must be exercised within 'tbn days after receipt~of written notice from the Trustee; all, such subscriptions shall be subject to .the terms of this dec lO. The. Trustee shall keep suitable records of his trans- actions and shall annually present a financial statement or bal- ance sheet and a reasonable comprehensive account of receipts and disbursements to the "Cestui Que Trusts". l]. This Tr. ust shall continue for f~l"tV {~0) years unless'- sooner terminated by the Trustee, in the following methods: a. ~y sale of the Trust Property and distribution of the net receipts, after payment of all debts and liabilities of the Trust, among the ~Cestui Que Trusts~' as they may severally be entitled thereto. b. By distribution among the 'Cestui que Trusts~ or shareholders o£ trust funds or securities available for such distribution and conveyance to them, in proportion to their respective interest or shares, of the rea] estate of the Trust subject to encumbrances of record then existing. : ]2. Upon termination of the Trust by lapse of time~ the Trustee, shall thereupon sell all the Trust Property and distri- bute the net proceeds remaining after payment of ali expenses, debts, and liabilities of the Trust Property incurred by the Trustee, less his reasonable compensation for such services among the "CeStui Que Trusts" in proportion to their respective shares or interests. For this purpose the Trustee shall continue to hold and exercise his powers hereinunder for the further'term of six months from the time fixed for the termination of the Trust. The fiscal year of the Trust shall end~ ~It- Any amendment, alteration or change in this Trus{ Indenture including the change, of the Trustee, shall be made on a form suitable for recording. In witness whereof, l this:T~ day oft!~-~: t~ Have hereunto set~ hand and seal TOWN CLERK ~ORTH ANDOVER~ THIS INDENTURE, A Declaration of Trust, made this 20th ctay Of No%~e,,her t969 by and between John J. ~alker~ Jr., of Essex North ~dover, County Massachusetts, WhO with his successor in office, .is hereinafter referred to'as the "Trustee", and those who hold certificates of shares to be issued her d r, herein- ~fter referred to as "Cestue Que Trusts". o~ WHEREAS, it proposed that the Trustee s'~a-llCl~c~Te cer- tain properties and shall employ and manage thermate. '~a~all other properties which he may hereafter acquire hereinafter stated; and it is likewise proposed that the benefi- cial interest in the earnings and proceeds of the property from time to time held by the Trustee and the business conducted by him shall be divided into shares, to be evidenced by certificates therefore, as hereinafter provided: NOW, THEREFORE, the Trustee hereby declares that he will hold said properties so to be acquired by him as well as all other properties which he may acquire as such Trustee together with the proceeds thereof, in Trust nevertheless, to manage and dispose of the same for the benefit of the "Cestui Que Trusts" from time to time, of the certificates of shares issued, and to hereunder in the manner and subject to the stipu]at contained. Provided nevertheless that in the event ei (85 %) of the "Cestui Que Trusts" approve, the Trustee creased from one to three Trustees. In 'the event there are three Trustees, the Trustees must act by a majority vote. 1. The Trust shall be designated as the Coolid4~e B~ilders Trust located at 125 Sutton Hill Road, ~orth A~ower, ~ass. 2. The title of the Trustee shall be "Trustee of the T~ust Coolidge Builders and any properties conveyed or transferred to the Trustee under that description, although not individually named, shall be held by the Trustee in Trust for the,benefit of the "Cestui Que Trusts", the Term "Cestue Oue Trusts" shall mean the "Cestue Oue Trustent" or holders of shares of certificates as hereinafter described: and the term "Trust Property" as herein -2- used shall be held to comprehend all the property and assets of the Trust which may exist at any time and whether real or personal. 3. The Trustee may not impose any liability upon the 'Cestui Que Trustst~ nor shall the Trustee nor the ~Cestui Que Trusts~, be personally liable as partners or otherwise in respect of the obligations of the Trust or for acts of omission or com- mission of the Trustee; and, for all debts or other liabilities the Trustee shall be liable as such to the extent of the Trust Property only; the Trustee shall be responsible only for any wilful breach of Trust and shall be responsible only for his own wrongful act. 4. The purpose of the Trust is to hold, dev~op, mprove and se]] said land, as well as any other rea] estate wh ch the Trust may from time to time hereafter acquire, for the benefit of the ~Cestui Quo Trusts~, and (he Trustee as such shall have as absolute contro) over the disposal of all rea] and personal estate held by him at any time under this Trust as if he were the ~bso]ute owner thereof, including the power to se]] for cash or credit, at a public or private sale, to lease, to let, to exchange, to assign mortgages, or to give partial releases of mortgages, held by him, or to hire money for the purposes of re- quirements of the Trust and to mortgage rea] estate of the Trust or to; pledge and assign personal property of the Trust as col- lateral security, to ]ay out and construct streets and sidewalks and dedicate the same public use, to ]ay sewers and water pipes, to set aside and embe]figh any particular plots or strips of ]and abutting any street or way for the benefit of any general tract and to convey the same with orwithout consideration to the municipality in which located; to erect buildings or to purchase and repair existing buildings; to invest and reinvest earnings or profits at his discretion; to make all such contracts as may be needed to do any or all these things or otherwise to accomplish the fair intent and purpose of this Trust and to do -3- all things he may deem advisable, [o maintain, protect, improve and preserve the Trust Pro,er[y, and reinvest into personal property, but not limited [hereto. including [he right [o invest including stocks, bonds, $. The making and delivery of any contract, lease, gage, deeds, notes, or other written instrument by the Trustee as such shall be conclusively presumed, in favor of any stranger to the Trust dealing ~n good faith with the Trustee, to have been made and delivered by the said Trustee in the exercise and within. the limits of his power and authority; amd no purchaser, grantee mortgagee, or other contracting party dealing in good faith with the Trustee shall be responsible for the application of any mone paid to him. 6. The Trustee may appoint and employ as fiscal officers and such other agents and attorneys as he may deem advisable to superintend or carry on [he business of the Trust.and may delegate to any such appointees any powers inherent in him which ne can ]awfully delegate to another and may choose to'delegate. The Trustee shall fix the compensation of any such appointees an define their duties. The Trustee shall not in any way be person ally responsible for 'the default, errors, or misconduct of any such person so employed by him. 7. The Trustee shall apply all receipts from sales of land or other income as distinguished from contributions for capital investments, to the payment of expenses of Ol~ation and upkeep and [o the satisfaction of note and mortgage or other obligations [of [he Trust according to the terms of payment [her of or he may anticipate future maturities of any such indebtednes Any balance of earnings, profits or income sha-ll be available fo distribution among the "Cestuie Que Trusts", and the Trustee sba make Such distribution from time to time within his discretion as funds may be available but at least by-annually, except that the Trustee may reserve not more than for~y (b,0%) of the annual earnings or profits as a reserve or surplus fund which he _may invest and reinvest in such manner as he may deem advisable. -4- 8. The I~Cestuie Que Trusts~ are those persons'to whom the Trustee has concurrently with the execution of this instrument issued certificates of beneficial interest in the Trust Property and those persons to whom such certificates may be issued here- after in accordance with the terms of th'is instrument and the executors and administrators of the holders of such certificates The beneficiaries shall not have any interest in the Trust Pro- petty'itself, rea] o'r personal, and shall have no right to cai] for any partition of any real property or the distribut.i'6n of an personal property, at any time held by the Trustee hereunder. Th Trustee shall keep a record of the names, addresses and benefi- cial interest.s'of the ~lCestui Que'TrustsIf and shall issue suit- able certificates or other written evidence thereof. The Truste. may at any time make an appraisal of the net worth'of the Trust Property, and reca]'l and cance] all outstanding certificates for fractional shares and issue new certificates to the holders re- presenting in shares of the par value of $100.00 the equivalent va].ue of .such cancelled fractional certificates., with warrants any fractional parts of a share of'such par va]ue or the Trustee may determine upon an aggregate number of shares without par va] in~o which the interests of the '~Cestui Que Trusts~ shall be di- vid9~, recall and cancel certificates previously issued and then issue t~ the holders thereof such certificates for such number new shares as shall represent the pro¥ortiona] interests of such holders, w=th warrants for fractional parts of a share. S~ch interests or shares shall be ass gnab]e and may be transferred upon the books of the Trustee by the owner, his attorney or ]egE representative ~nd upon surrender of the certificate, a new cert ificate shall be issued to the transferree who s~al] thereupon become subject to the terms of this declaration and agreement, provided, however, that no interest or share be sold until the holder thereof shall have first offered it for sale to the Trust ee who shal] have the option for 60 days of purchase thereof at the book value as dete. rm'ned by him at the last previous clos -5- of his books. Shares so purchased by the Trustee may be held as part of the reserve or surplus fund or resold by the Trustee prO; vided~ however, that distribution of the interest or shares of any f~Cestui Que Trusts'~ among his heirs or legatees shall not be construed as a sa]e. Any payments made by the Trustee to the person appearing upon his books as the record owner of any inter- est or share, or to the administrator or executor of such person Shall absolve the Trustee from all liability in respect of any such payments. The "Cestu~ Qae Trusts" may upon vo~e of £iYe per cent (85.~) of the trust certificates outstanding, remove the Trustee for cause. 9, The Trustee may from time to time at his discretion and-.as't'he!~i~ancia] needs of the Trust may require, invite and' receLve subsc,riptions for the purpose of increasing the capital ~f',the Trust upon such terms as he shall deem fair and equitable to the then existing ~Cestui Que Trusts'~ or shareholders. The opportunity, to make such.subscr pt]on shall fi'rst be given to existing UCestui Que Trustsu in proportion to their respective shares of interest but such option must be exercised within ten days after receipt, of written notice from the Trustee; such subscriptions shall be subject to .the terms of this dec]~ra, ti.on. ]0. The. Trustee shall keep suitable records of his trans- actions and shall annually present a financial statement or bal'- ance sheet and a reasonable comprehensive account of receipts and disbursements to the m'Cestui Que Trusts~. Il. This Trust shall continue for £o~y {~0) years unless' sooner terminated by the Trustee, in the following methods: a. ~y sale of the Trust Property and distribution of the net receipts, after payment of al! debts and liabilities of the Trust, among the ~Cestui Que Trustsf~ as they may severally be entitled thereto. b. By distribution among the "Cestui Que Trusts~ or shareholders of trust funds or securities available for such distribution and conveyance to them, in proportion to their respective interest or shares, of the real estate of the Trust subject to encumbrances of record then existing. 12. Upon termination of the Trust by lapse of time, the Trustee, shall thereupon se]] all the Trust Property and distri- bute the net proceeds remaining after payment of all expenses, debts, and ]iabi]ities of the Trust Property incurred by the Trustee, less his reasonable compensation for such services among the "Cestui Oue Trusts" in proportion to their respective shares or interests. For this purpose the Trustee shall continue to hold and exercise his powers hereinunder for the further term of six months from the time fixed for the termination of the Trust. The fiscal year of the Trust shall end December ~1 Any amendment, alteration or change in this Trus~ Indenture including the change of the Trustee, shall be made on a form suitable for recording. In witness whereof, I Have hereunto set my hand and sea] th s2Ot~a day of November 1969. /~ ~ ~ TM COM~O~LTH OF MASSACHUSETTS ESSEX_, SS. November 20, 1969 Then personally appeared the a'move named John Walker, Jr. and acknowl~ed the foregoing instr,~,ent free act and deed before me, l]~l~e~[ ~ D~els October 17, 1970 TRUST From the office of: O'Brien & Daniels 301 Essex Street Lawrence, MassachuSetts THIS INDENTURE~A Declaration of Trust, this 0£ ~~ ~;~ by and between ~J, ~~ ~ ~ ~,11tI~ ~ Bassachusetts, who with ~ successor in office, .is hereinafter referred to'as the "Trustee", and those who shall hold certificates of shares to be issued hereunder, herein- iafter referred to as "Cestue Que Trusts". WHEREAS, it i~ proposed that the Trustee shall acquire cer- tain properties and shall employ and manage the same, and other properties which he may hereafter acquire in the manner hereinafter stated; and it is likewise proposed that the benefi- cial interest in the earnings and proceeds of the property from time to time held by the Trustee and the business conducted by him shall be divided into shares, to be evidenced by certificates therefore, as hereinafter provided: NOW, THEREFORE, the Trustee hereby declares that he will hold said properties so to be acquired by him as well as all other properties which he may acquire as such Trustee together ~ith the proceeds thereof, in Trust nevertheless, to manage and dispose of the same for the benefit of the "Cestui Que Trusts" from time to time, of the certifiCates of shares issued, and to be issued, hereunder in the manner and subject to the stipulations herein contained. Provided nevertheless that in the event ~:~$.~-~e per cent ('~ %) of the "Cestui Que Trusts" approve, the Trustee may be in-  d from one to three Trustees. In 'the event there are three s, the Trustees must act by a majority vote. i T~e Trust shall be designated as the ~ ~/ located at IZ5 ~ ~1 ~, ~ ~~, qfi-2. The t~tle of the Trustee shall be "Trustee of the 0~ ~ ~~ and any properties conveyed or transferred to the Trustee under that description, althoug~ not individually named, shall be held by the Trustee in Trust for the benefit of the ~Cestui gue Trusts", the Term ~Cestue gue Trusts" shall mean the ~Cestue Que Trustent~ or holders of shares of certificates as hereinafter described: a~d the term ~Trust Property~ as herein -2- used shall be held to comprehend all the property and assets of the Trust which may exist at any time and whether rea] or persona], 3, The Trustee may not impose any liability upon the ~Cestui Que Trusts~, nor shall the Trustee nor the ~Cestui Que Trusts~', be personally liable as partners or otherwise in respect of the obligations of the Trust or for acts of omission or com- mission of the Trustee; and, for all debts or other liabilities the Trustee shall be liable as such to the extent of the Trust Property only; the Trustee shall be respons wilful breach of Trust and shall be respons wrongful act. ble only for any b]e only for his own 4, The purpose of the Trust is to ho]d, devdop, improve and se]] said ]and, as we]] as any other real estate which the Trust may from time to time hereafter acquire, for the benefit of the ~¢estui Que Trusts~, and the Trustee as such shall have as absolute control over the disposal of all rea] and persona] estate held by him at any time under this Trust as if he were the absolute owner thereof, including the power to sell for cash or credit, at a public or private sale, to ]ease, to ]et, to exchange, to assign mortgages, or to give partia! releases of mortgages, held by him, or to hire money for the purposes of re- quirements of the Trust and to mortgage rea] estate of the Trust or to; pledge and assign personal property of the Trust as col- lateral security, to ]ay out and construct streets and sidewalks and dedicate the same public use, to ]ay sewers and water pipes, to set aside and embe]ligh any particular plots or strips of ]and abutting any street or way for the benefit of any general tract and to convey the same with or without consideration to the municipality in which located; to erect buildings or to purchase and repair existing bui]dingsl to invest and reinvest earnings or profits at his discretionl to make all such contracts as may be needed to do any or all these things or otherwise to accomplish the fair intent and purpese of this Trust and to do -3- ail things he may deem advisable, to maintain, protect, improve and preserve the Trust Property, including the right to invest and reinvest into personal property, including stocks, bonds, but not limited thereto. 5. The making and delivery of any contract, lease, ~ort- gage, deeds, notes, or other written instrument by the Trustee a~ such shall be conclusively presumed, in favor of any stranger to the Trust dealing in good faith with the Trustee, to have been made and .delivered by the said Trustee in the exercise and with the limits of his power and authority; add no purchaser, grantee mortgagee, or other contracting party dealing in good faith with the Trustee shall be responsible for the application of any money paid to him, 6. The Trustee may appoint and employ as fiscal officers and such other agents and attorneys as he may deem advisable to superintend Or carry on the business of the Trust.and may delegate to any such appointees any powers inherent in him which he can lawfully delegate to another and may c'hOose to'delegate. The Trustee shall fix the compensation of any such appointees and define their dut es. The Trustee shall not in any way be person- a]]y responsible for the default, errors, or misconduct of any such person so emp]oyed by him. 7. The Trustee sha]] apply all receipts from sales of ]and or other income as distinguished from contributions for capital investments, to the payment of expenses of ol~ration and upkeep and to the satisfaction of note and mortgage or other ob]igations tof the Trust according to the terms of payment ther of or he may anticipate future maturities of any such [ndebtednes Any balance of earnings, profits or inCome sba-l] be available for distribution among the "Cestuie Que Trusts", and the Trustee sha make such distribution from time to time within his discretion funds may be available but at least by-annually, except that the Trustee may reserve not more than f~l~y ~%) of the annual earnings or profits as a reserve or surplus fund which he .may invest and reinvest in such manner as he may deem adviSable. -4- 8. The ~'Cestuie Que Trusts~ are those persons'to whom the Trustee has concurrently with the execution of this instrument issued certificates of beneficial interest in the Trust Property and those persons to whom such certificates may be issued here- after in accordance with the terms of th'is instrument and the executors and administrators of the holders of such certificates The beneficiaries shall not have any interest in the Trust Pro- perty~itseif, rea] o'r personal, and shall have no right to call for any partition of any real property or the distrlbut'i'on of an personal property, at any time held by the Trustee hereunder. Th Trustee shall keep a record of the na.mes, addresses and benefi- cial interests of the ~'Cestui Que'Trusts~ and s'ha]l issue suit- a~]e certi'ficates or other written ev'dence thereof. The T.ruste may at any time make an appraisa~ of the net worth of the Trust Property, and reca]'] and cancel all outstanding certificates for fractional shares and 'ssue new certificates to the holders re- presenting in shares of the par value of $]00.00 the equivalent value of such cancelled fractional certificates, with warrants any fractional parts of a share of such par value-o~ the Trustee may determine upon an aggregate number of shares without par va] iq~o which the interests of the ~Cestui Que Trusts~ shall be di- vide~, recall and cancel certificates previously issued and then issue t~ the holders thereof such certificates for such number new shares as shall represent the pro'portional interests of such holders, With warrants for fractional parts of a shy're. S~ch interests or shares shall be ass'gnab]e and may be transferred upon the books of the Trustee by the owner, his attorney or leg~ representative ~nd upon surrender of the certificate, a new cert- ificate shall be issued to the transferree who s~all thereupon become subject to the terms of this declaration and agreement, provided, however, that no interest or share be sold until the ho]der thereof shall have first offered it for sale to the Trust ee who shall have the option for 60 days of purchase thereof at' the book value as dete. rmined by him at the last previous c]os of his books, part of the reserve or surplus fund or resold by the Trustee prO, vided, however, that distributign of the interest or shares of any 'Cestui Que Trusts" among his heirs or legatees shall not be construed as a sale, Any payments made by the Trustee to the person appearing upon his books as the record owner of any inter- est or share, or to the administrator or executor of such. person shall absolve the Trustee from all liability in respect of any such payments. The "Cestu~ Qu.e Trustsu may upon vot'e of per cent ~J~'~) of the trust certificates outstanding, remove the Trustee for cause, 9, The Trustee may from time to time at his discretion 'andlas t~e;fi~ancial needs of the Trust may requ re, invite and receive subscriptions for~ the purpose of increas ng the capita] of.the Trust upon such terms as he shall deem fair and equitable to the then existing "Cestui Que Trusts" or shareholders. The opportunity ~to make such subscription 'shall fi'rst be given to existing "Cestui Que Trusts" in proportion to their respective shares of interest but such option must be exercised within tbn days after receipt, of written notice from the Trustee; all such subscriptions shall be subject to the terms of this decl~ra- ti.on. 10. The Trustee shall keep su'itable records of his trans- actions and shall annually present a financial statement or bal- ance sheet and a reasonable comprehensive account of receipts and disbursements to the I~Cestui Que Trusts". 11. This Trust shall continue for ~t't~ (~il~} years unless' sooner terminated by the Trustee, in the following methods: a. ~y sale of the Trust Property and distribution of the net receipts, after payment of all debts and liabilities of the Trust, among the uCestui - Que Trusts~' as they may severally be entitled thereto, b. By distribution among the ~Cestui Que Trustsu -5- Shares so purchased by the Trustee may be held'as or shareholders o{ trust funds or securities available for such distribution and conveyance to them, in proportion to their respective interest or shares, of the rea] estate of the Trust subject to encumbrances of record then existing. ]2, Upon termination of the Trust by lapse of time, the Trustee, shall thereupon se]] all the Trust Property and distri- bute the net proceeds remaining after payment of all expenses, debts, and liabilities of the Trust Property incurred by the Trustee, ]ess his reasonable compensation for such services among the I~Cestui Que Trusts~ in prop. ortion to their respective shares or interests, For this purpose the Trustee shall continue to hold and exercise his powers hereinunder for the further term of six months from the time fixed for the termination of the Trust, The fiscal year of the Trust shall end Any amendment, alteration or change in this Trust Indenture including the change of the Trustee, sha]! be made on a form suitable for recording. In witness whereof, X Have hereunto set hand and seal this ~ day of ~ II THIS INDENTI , A DeclaratiOn of Trust ~ade this ~.. ,,.~.~~.~:~r:-JLUY Of ~!rtl, Ig7~. b" and between Be J. ~lr~!k~ ,, ,, ~~ ~ is hereinafter referred to'as the Trustee , and those who referred to as "Cestue Que Trusts". WHEREAS, it i~ proposed that the Trustee shall acquire cer- tain ~ropert~es and shall employ and manage the same, and all other prooerties which he may hereafter acquire in the manner hereinafter stated; and it is likewise proposed that t.he benefi- cial interest in the earnings and proceeds of the property from time to time held by the Trustee and the business conducted by him shall be divided into shares, to be evidenced by certificates therefore, as hereinafter provided: NOW, THEREFORE, the Trustee hereby declares that he will hold said properties s© to be acquired by him as well as all other properties which he may acquire as such Trustee together with the proceeds thereof, in Trust nevertheless, to manage and dispose of the same for the benefit of the "Cestui Que Trusts" from time to time, of the certificates of shares issued, and to be issued, hereunder in the manner and subject to the stipulations here n contained. Provided nevertheless that in the eventei~t~';~t~ per cent (~%) of the "Cestui Que Trusts" approve, the Trustee may be in- creased from one to three Trustees. In 'the event there are three Trustees, the Trustees must act by a majority vote.. ]. The Trust she]] be designated as t~ J~ located at 2. The title of the Trustee shall be "Trustee of theJ. J. #~ ~t~y TrOt~ and any properties conveyed or transferred to the Trustee under that description, although not individually named, shall be held .by the TruStee in Trust for the benefit of the "Cestui ~ue Trusts", the Term uCestue Oue Trusts" shall mean the Ufestue Oue Trustent" or holders of shares of certificates as hereinafter described: and the term ~'Trust Property~, as herei, n / / used shall be held to comprehend all the property and assets of the Trust which may exist at any time and whether real or personal. 3. The Trustee may not impose any liability upon the "Cestui Que Trustsu, nor shall the Trustee nor the "Cestui Que Trusts", be personally liable as partners or otherwise in respect of the obligations of the Trust or for acts of omission or com- mission of the Trustee; and, for all debts or other liabilities the Trustee shall be liable as such to the extent of the Trust Property only; the Trustee shall be responsible only for any wilful breach of Trust and shall be responsible only for his own wrongful act, 4, The purpose of the Trust is to hold, dev~op, improve and se]] said ]and, as well as any other real estate which the Trust may from time to time hereafter acquire, for the benefit of the "Cestui Que Trusts", and the Trustee as such shall have as absolute control over the disposal of all rea] and personal estate held by him at any time under this Trust as if he were the absolute owner thereof, including the power to sell for cash or credit, at a public or private sa]e, to lease, to let, to exchange, to assign mortgages, or to give partial releases of mortgages, held by him, or to hire money for the purposes of re- quirements of the Trust and to mortgage real estate of the Trust or to; pledge and assign personal property of the Trust as col- lateral security, to lay out and construct streets and sidewalks and dedicate the same public use, to ]ay sewers and water pipes, to set aside and embel]igh any particular plots or strips of ]and abutting any street or way for the benefit of any general tract and to convey the same with or without consideration to the municipality in which located; to erect buildings or to purchase and repair existing buildings; to invest and reinvest earnings or profits at his discretion; to make all such contract as may be needed to do any or al~ these things or otherwise to accomplish the fair intent and purpose of this Trust and to do ail things he may deem advisable, to maintain, protect, improve and preserve the Trust Property, including the right to invest and reinvest into personal property, including stocks, bonds, but not limited thereto. 5. The making and delivery of any contract, lease, mort- gage, deeds, notes, or other written nstrument by the Trustee aT such shall be conclus'vely presumed, n favor of any stranger to the Trust dealing in good faith with the Trustee, to have been made and delivered by the said Trustee in the exercise and withir the limits of his power and authority; add no purchaser, grantee mortgagee, or other contracting party dealing in good faith with the Trustee shall be responsible for the application of any money pa'd to him. 6. The Trustee may appoint and employ as fiscal officers and such other agents and attorneys as he may deem advisable to superintend Or carry on the business of the TrJst and may delegate to any such appointees any powers inherent in him which he can lawfully delegate to another and may ~hoose to delegate. The Trustee shall fix the compensation of any such appointees an define their duties. The Trustee shall not in any way be person ally responsible for the default, errors, or misconduct of any such person so employed by him. 7. The Trustee shall apply all receipts from sales of land or other income as distinguished from contributions for capital investments, to the payment of expenses of operation and upkeep and to the satisfaction of note and mortgage or other obligations tof the Trust according to the terms of payment ther of or he may anticipate future maturities of any such indebtedne Any balance of earnings, profits or income sha-ll be available distribution among the "Cestuie Que Trusts", and the Trustee sha make such distribution from time to time within his discretion a funds may be available but at least by-annually, except that the Trustee may reserve not more than f~lrtY [~1~) of the annual earnings or profits as a reserve or surplus fund which he .may invest and reinvest in such manner as he may deem advisable. I 7a. Any Trustee may resign a[ any time by instrument ia wririn i!s~gned and acknowledged in the manner required i~ Massachuaetts !ifor the acknowledgment os deeds and such resignation shall take ~ieffect Jpon the recording of such instrument with the appropriate I i'Registry of 3eeds. I ,il7b'. If for any reason a vacancy snail exist for a Trustee or i !Trustees, each such vacancy shall be filled by instrument in writ- iing setting forth (a) the appointment of a natural person to act las such Trustee, Dy not less than !iand (bl the acceptance of such aooointment, signed and acknowledgeI l!by such person. Such instrument shall become effective upon the !recording thereof with the aooro~riate Registry of Deeds and such iperson shall then ~e and become SUCh Trustee and shall be vested l!w th title to the Trust Prooerty, joint]y with the remaining or tlsurviving Trustee o~ Trustees, without the necessity of any act of transfer or conveyance, If for any reason any vacant7 in the of¢ice of Trustee shall continue for more than sixty (60) days and shall at the eno of that time remain unfilled, a Trustee or Trust- !ees to fill such vacancy or vacancies ~ay be appointed by any court of comoetent jurisdiction upon the aoolication of any interested party or oart'es and notice to all shareholders and to such other, any, 3arties in interest to whom the court may direct that notic be given. The foregoing provisions of this Section to the contrary notwithstanding, despite any vacancy in the office 0¢ Trustee, how- ever caused and for whatever duration, the remaining or surviving rustees, shall continue to exercise and discharge all of the power !idiscretions and dut:es hereby conferred or imposed upon the Trust- i 1 Any Trustee may acquire, bold and sell shares in the trust ~n his personal account, either 'n his individual name, or in a iI llfiduciary capacity or jointly with otner persons, or as a member ~f a firm or association or otherwise, without being thereby dis- ~ua]ifiea as a Trustee, and wh,i]e so ho]d:ng any shares on his pe~- ~ona] account snail oe entitled to the same rights and privileges s other shareholders. 3b 7d. The Trustees, wit- the consent 'n writing of the registerec holders of not ]ess than of al] of tko then outstanding shares, may at any ~[me and from time to time amend, alter, add to, or change this Declaration of Trust in any manner or to any extent or may, wit~ iike consent, terminate the trust hereby created, the Trustees first, however, bein(l duly indemnified to their reasenaole satisfaction against outstanding obligor'OhS an~ ]iabi ]ities; provided always, however, that no SUCh ame'-dment, alteration, addition, change OF terminatiol according to the Du'Do~t of which the progor[ien of the aggregate benef.icia] interest hereunder represented Dy each such snare would be alterea or in any manner or to any exter~t whatsoever modified or a=fec,tea, sna'] se va'id or effecb've. Any amendment, altera- tion, aaoi~ on, change or term~na(ion pu spant to ~he foregoing previsions of t";s shall become el%ct ve upon the rocor paragraph :rig with saia Registry o~ Deeas of an instrument of ~mendment, ~eration, addition, change or termina[ion, as th<~ case ~ay be, sig ed, sealed an~ acknow]eoged 'n the manner reauired in Bassachusett~ for ~he acknow]edgmen~ o~ aeeas, by the Trustees, setting forth fu]' the amendment, alteration, aoai[ion, cnan~e oF termination and reciting the consen~ of the snaFeno]~eFs herein requiFea consen~ thereto. Such ;nstrumen[, so executec and -ecordeo, sna'] ;1 be conclusive er'pence of t~e existence o~ all Facts and of cpm- D];ance with a'' ererea~is:~es to tne validity of such amendment, alteFation, adoPt:on, :nange or termination, whether stated in instrument or not, upon all quest'ohS as to title or affecting the rights of third oersons aha for all other ~urposes. Nothing in thi il paragraDi~ contained shall ~e construed as makipg ~ ~bligatory the Trustees to ameno, alter, aao to, change or terminate the Dec- larar'on of Trust ~oon cbtain ng the necessary consent as here n- I Del'ore Or'OV dec. 8. The 'Cestu[e Que Trustsf~ are those persons 'to whom the Trustee has concurrently with the execution of this instrument issued certificates of beneficial interest in the Trust Property and those persons to whom such certificates may be issued here- after in accordance with the terms of th'is instrument and the executors and administrators of the holders of such certificates The beneficiaries shall not have any interest in the Trust Pro- perty itself, real or personal, and shall have no right to call for any partition of any real property or the distribut:i'6n of an personal property, at any time held by the Trustee hereunder. Trustee shall keep a record of the names, addresses and benefi- cial interest.s of the ~Cestui Que Trusts~ and shall issue suit- able certificates or other written evidence thereof. The may at any time make an appraisal of the net worth of the Trust Property, and recall and cancel all outstanding certificates for fractional shares and 'ssue new certificates to the holders re- presenting in shares of the par value of $100.00 the equivalent value of such cancelled fractional certificates, with warrants any fractional parts of a share of such par value or the Trustee may determi'ne upon an aggregate number of shares without par val in.to which the interests of the ~Cestui Que Trusts~ shall be di- vided, recall and cancel certificates previously issued and then issue t'o the holders thereof such certificates for such number new shares as shall represent the proportional interests of such holders, with warrants for fractional parts of a sha're. S~ch interests or shares shall be ass'gnable and Bay be 'transferred upon the books of the Trustee by the owner, his attorney or leg~ representative and upon surrender of the certificate, a new cert ificate shall be issued to the transferree who s~all thereupon become subject to the terms of this declaration and agreement, provided, however, that no 'nterest or share be sold until the holder thereof shall have first offered it for sale to the Trust ee who shall have the option for 60 days of purchase thereof at' the book value as dete.rmined by him at the last previous clos -5- of his books. Shares so purchased by the Trustee may. be held as part o'f the reserve or surplus fund or resold by the Trustee-pro. vided, however, that distributign of the interest or shares of any ~mCestui Quo Trusts" among his heirs or legatees shall not be construed as a sale. Any payments made by the Trustee to the person appear'ng upon his books as the record owner of any inter- est or share~ or to the administrator or executor of such person Shall absolve the Trustee from all liability in respect of any such payments, The m~Cestu~ Que TrustsH may upon vot'e of fJ~ per cent ~5.[)' of the trust certificates outstand ng, remove the Trustee for cause, 9. The Trustee may from time to t me at his discretion :and as t~e;fi~ancial needs of the Trust may require~ invite and' re.ce[ye subscriptions ~or the purpose of increasing the capital oT.the Trust upon sm~ch terms as he shall deem fair and equitable to the then existing ~gestui Quo Trusts~ or shareholders. The opportunitylto .make such,subscription 'shall fi'rst be given to existing l~Cestui Quo Trusts~ in proportion to their respective shares of interest but such option must be exercised within t~n days 'after receipt of written notice from the Trustee; such subscriptions sha]'i be subject to .the terms of this decl~ra- t.ion. 10. The Trustee shall keep su[tab]e records of his trans- act'ohs and shall annua]ly present a financial statement or bal- ance sheet and a reasonable comprehensive account of receipts and disbursements to the HCestui Que Trusts", 11. This'T~ust shall continue for f~ ~ years unless' sooner terminated by the Trustee, in the following methods: a. 8y sale of the Trust Property and distribution of the net receipts, after payment of all debts and liabilities of the Trust~ among the ~*Cestui Que Trusts~ as they may severally be entitled thereto. b. By distribution among the ~Cestui Que Trusts~ or shareholders o~_ trust funds or securities available for such distribution and conveyance to them, in proportion to their respective interest or shares, of the real estate of the Trust subject to encumbrances of record then existing. ~ 12. Upon termination of the Trust by ]apse of time, the Trustee, shall thereupon sell all the Trust Property and distri- bute the net proceeds remaining after payment of all expenses, debts, and liab ]ities of the Trust Property incurred by the Trustee, ]ess h s reasonable compensation for such services among the "Cestui Que Trusts" in proportion to their respective shares or interests. For this purpose the Trustee shall continue to hold and exercise his powers hereinunder for the further term of six months from the time fixed for the termination of the rust. The fiscal year of the Trust shall end ~t~ ~1~ Any amendment, alteration or change in this Trus~ Indenture ncluding the change of the Trustee, shall be made on a form SD table for recording. In witness whereof, s ~h~day of~f~l, 1~* th Have hereunto set ~hand and sea]