196 SECRETARIAL PRACTICE 
For the Stock Exchange regulations as to trust deeds, see 
Appendix D. 
The remedies of the debenture holder depend for the 
most part on the provisions of the trust deed. The deed 
generally provides that on default by the company the trustees 
may enter, sell the property charged, and distribute the pro- 
ceeds amongst the debenture holders. The trustees may be 
plaintiffs in an action to enforce the charge, or one debenture 
holder may generally sue on behalf of the class, in which case 
the trustees as well as the company are defendants. In the 
case of debenture stock where the certificate contains no 
direct covenant with the stockholders, the stockholders 
cannot enforce the covenant to pay. See Dunderland Iron Ore 
Co. (1909), 1 Ch. 446, where it was held that such stockholders 
are not creditors entitled to petition for winding up. Semble, 
however, they would as beneficiaries be entitled to enforce 
the provisions of the trust deed against the property. A 
receiver can be appointed by the Court in proper cases, or by 
the trustees under the power in the trust deed; a manager can 
also be appointed where necessary. As to receivers and 
managers, see pp. 205-208. 
Debentures In the case of debentures secured without a trust deed the 
secured security is created solely by a charge contained in the deben- 
ny I ture itself, charging the property which is to be the security 
* with the payment of the mortgage debt. The debenture 
usually contains conditions providing for enforcing the security. 
It seems doubtful whether the holder of debentures of this 
class has the remedies of a mortgagee under the Law of 
Property Act, 1925 [cf. Blakerv. Herts & Essex Waterworks Co., 
41 C.D. 399, a case of a statutory company]. Accordingly 
the debenture usually provides that if the security becomes 
enforceable, a majority of the debenture holders may exercise 
the power of sale and of appointing a receiver (see below) 
conferred by the Law of Property Act, 1925, s. 101, and that 
they may enter into possession. A debenture holder may 
oring an action on behalf of himself and other debenture 
holders to enforce the security, and the Court may make a 
declaration of the charge, appoint a receiver and sometimes 
a manager (see below), direct necessary accounts and inquiries, 
and order a foreclosure or sale of the mortgaged property. 
A debenture holder may also bring an action in his own name 
upon the covenant by the company contained in the debenture 
to pay the principal and interest. He may also petition the 
Court to wind up the company. When the principal and 
interest are in arrear the debenture holder is entitled as between 
himself and the companv to a winding up order ex debito