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New York State
REAL PROPERTY LAW (RPL)
Laws 1909, Chap. 52


ARTICLE 4-A

TRUST INDENTURES AND INTERESTS THEREIN

Section             124.   Purpose and application of article.
                    125.   Definitions.
                    126.   Trust indentures.
                    127.   Restrictions on trustees.
                    128.   Minimum bid of trustee at sale on
                           foreclosure to be fixed by court.
                    129.   Deposit agreements.
                    130a.  Restrictions on committees.
                    130b.  Managing agents and management
                           companies.
                    130c.  Voting trustees and voting trust
                           agreements.
                    130d.  Fees and allowances.
                    130e.  Removal of trustees, committees or
                           depositaries.
                    130f.  Actions for accounting by minority
                           groups; expenses thereof.
                    130g.  Violations and penalties.
                    130h.  Construction of article.
                    130i.  Separability.
                    130j.  Right to appeal.
                    130k.  Exemptions from restrictions on
                           trustees and trust indentures.

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Sec. 124.      Purpose and application of article.

It is the purpose of the legislature, in enacting this article,
to provide for the regulation and supervision of the appointment,
creation, agreements, acts, conduct, practices and proceedings of
trustees, bondholders' protective committees, depositaries,
management companies, voting trustees and other persons
administering, holding in custody or otherwise concerned with
real estate mortgages and interests therein to the end that such
interests will be properly conserved, administered and ultimately
liquidated in the public interest. This article, except as
otherwise expressly provided, shall apply, to the extent that the
state has power to provide therefor, to all mortgage investments,
as hereinafter defined, where the property constituting the
underlying security therefor, or any part thereof, is located
within the state or where the trustee, committee, depositary,
management company, voting trustee or other person administering,
holding in custody, or otherwise concerned with such investments
has an office for the transaction of business with respect
thereto within the state or has obtained authority to do business
in this state.


Sec. 125.      Definitions.

As used in this article, unless the context requires otherwise:

1.   "Mortgage investments" shall mean and include any and all
     shares and interests, heretofore or hereafter acquired, in
     an issue of bonds, notes or other evidence of indebtedness
     of individuals, partnerships, associations or corporations,
     held by more than one person and secured by a mortgage or
     mortgages upon real property, or by a deed or deeds of
     trust, trust indenture or indentures or other evidence of
     interest in real property, the payment of which is not
     guaranteed by any title and mortgage guaranty corporation or
     investment company and shall include certificates of deposit
     issued by or on behalf of a bondholders' protective
     committee or similar group and also any bonds, notes or
     other evidences of indebtedness taken in lieu of such real
     property by foreclosure or otherwise, provided, however,
     that it shall not include industrial securities. The term
     "industrial securities" shall be construed to mean the
     bonds, debentures, notes or other evidences of indebtedness
     of individuals, partnerships, associations or corporations
     not engaged in the business of owning, improving or
     operating real property but whose ownership of such real
     property shall be merely incidental to the operation and
     conduct of its business and which real property shall be
     used as incidental and additional security for such bonds,
     notes, debentures or other evidences of indebtedness.

2.   "Bondholder" shall mean and include any person, firm,
     association or corporation owning or holding a mortgage
     investment.

3.   "Trustee" shall mean and include any person, firm,
     association or corporation named, appointed or designated as
     such in any deed of trust, trust indenture or other similar
     instrument or any successor of such trustee.

4.   "Committee" shall mean and include a person or group of
     persons, however known or designated, appointed by
     agreement, assignment, proxy, consent, authorization, power
     of attorney, or other similar instrument to act as an agency
     to receive and hold mortgage investments deposited by
     bondholders and to administer or do any act in respect to
     the same for the bondholders.

5.   "Deposit agreement" shall include any agreement, assignment,
     proxy, consent, authorization, power of attorney or other
     similar instrument whereby a mortgage investment is
     deposited with or assigned to a committee.

6.   "Depositary" shall mean and include any person, firm,
     association or corporation designated in any trust
     indenture, deed of trust, or deposit agreement as the
     custodian or depositary of mortgage investments.

7.   "Property" shall mean and include all of the real property
     or any incidental personal property constituting the
     underlying security for mortgage investments.

8.   "Court," unless some other court has jurisdiction over the
     property or a plan of reorganization therefor, shall mean
     the supreme court of the state of New York in the county in
     which the property or the major portion thereof is located,
     or, if the property be located outside the state, in the
     county of the state in which the committee, trustee or other
     person dealing with the mortgage investment has or proposes
     to have his principal office for the transaction of business
     with respect to such mortgage investment.


Sec. 126.      Trust indentures.

No trustee shall hereafter accept a trust under any trust
indenture or mortgage within the contemplation of this article or
act as trustee thereunder unless the instrument creating the
trust shall contain the following provisions, among others, which
confer the following powers and impose the following duties upon
the trustees:

1.   In the case of an event of default (as such term is defined
     in such instrument), to exercise such of the rights and
     powers vested in the trustee by such instrument, and to use
     the same degree of care and skill in their exercise as a
     prudent man would exercise or use under the circumstances in
     the conduct of his own affairs.

2.   In considering what actions are or are not prudent in the
     circumstances, to consider whether or not:

     (a)  to take such action as may be necessary or proper to
          sequester the rents and income of the property;

     (b)  to procure from the owner of the property an assignment
          of rents and/or a consent to enter into possession of
          the property and to collect the rents therefrom;

     (c)  to apply to the court for the appointment of a receiver
          of the rents and income of the property;

     (d)  to declare due and payable forthwith any principal
          amount remaining due and unpaid and commence an action
          of foreclosure;

     (e)  to apply the moneys received as rents and income from
          the property as well as moneys received by the trustee
          from any receiver appointed for such property in his
          discretion, to the maintenance and operation of such
          property, the payment of taxes, water rents and
          assessments levied thereon and any arrears thereof, to
          the payment of underlying liens, and to the creation
          and maintenance of a reserve or sinking fund.

3.   If the trustee can obtain the information without
     unreasonable effort or expense, to render annually to
     bondholders, after the occurrence of a default, unless such
     default be previously cured, a summarized statement of
     income and expenditures in connection with the property.

4.   To distribute the proceeds of any sale or other disposition
     of the property ratably among the bondholders, subject to
     applicable mandatory provisions of law.

5.   To permit the obligor or other person in possession or
     control of the property, or his successors in interest, to
     be free to select the insurance broker or agent through whom
     any insurance of any kind is to be placed or written on any
     property affected or covered by a mortgage held by such
     trustee.


Sec. 127.      Restrictions on trustees.

1.   No trustee shall accept a trust or act as trustee under a
     trust mortgage affecting any property in which he or any of
     the officers or directors of the trustee shall have,
     directly or indirectly, any financial interest.

2.   No trustee nor any officer or director of a trustee, nor any
     employee of any company which is a subsidiary of, controlled
     by or affiliated with the trustee shall, either directly or
     indirectly, act as insurance broker or agent in connection
     with the placing or writing of any insurance of any kind on
     any property affected or covered by a mortgage held by such
     trustee under a trust indenture, deed of trust, or other
     similar instrument, nor shall such trustee be an officer,
     director, partner or employee of or otherwise connected with
     or have any financial interest in, directly or indirectly,
     in any firm, agency, business, association or corporation
     that shall act as broker or agent in connection with the
     placing or writing of such insurance; nor shall any trustee
     or any officer, director or employee of the trustee be an
     officer, director, partner or an employee of or have any
     financial interest in any firm, agency, association or
     corporation engaged by such trustee as his or its
     representative or agent in the management or supervision of,
     or the collection of rents and income from any property
     affected or covered by the mortgage held by the trustee
     under a trust indenture, deed of trust, or other similar
     instrument.

3.   No trustee shall accept any trust or act as trustee under
     any other trust indenture covering or affecting the same
     property.

4.   No owner or mortgagor of any property covered by a trust
     indenture, deed of trust, or other similar instrument and no
     officer, director, stockholder or employee of such owner or
     mortgagor shall accept a trust or act as trustee with
     respect to such property.

5.   The provisions of this section shall only apply to trust
     indentures or mortgages hereafter entered into.


Sec. 128.      Minimum bid of trustee at sale on foreclosure to
               be fixed by court.

Notwithstanding any inconsistent provision of law, on application
for judgment of foreclosure and sale in an action brought to
foreclose a trust indenture, deed of trust or mortgage upon real
property, except where a plan of reorganization shall have been
consented to by one hundred per centum of all the bondholders or
where a minimum and maximum sum at which the trustee shall bid
for the property has been set forth in a plan of reorganization
and approved by the court in a proceeding for the reorganization
of the property covered by trust indenture under sections one
hundred and twenty-one and one hundred and twenty-two of this
chapter, the court shall determine what is a fair upset price
below which the property shall not be sold and the judgment
directing the foreclosure and sale shall fix the minimum price
which the trustee or his agent or nominee shall bid for the
property.


Sec. 129.      No deposit agreement shall be valid or binding
               which does not set forth the following provisions
               for the protection of the bondholders:

(a)  That the fees of the members of the committee, the assignee
     or the other person or persons to whom the deposit agreement
     was given, as the case may be, shall be reasonable and
     subject to the approval of the court.

(b)  That the deposit agreement may not be amended without the
     approval of the court.

(c)  That the mortgage investments deposited thereunder may not
     be sold, pledged or otherwise disposed of without the
     unanimous consent of the depositing bondholders or, in lieu
     thereof, the approval of the court.

(d)  No deposit agreement shall be valid or binding or confer any
     rights whatever upon any member of a committee, assignee or
     other person to whom the agreement was given, who has any
     financial interest directly or indirectly in the depositary
     named or to be named by such committee, assignee or other
     person, and no person shall act for a bondholder or a
     deposit agreement who has such an interest.


Sec. 130-a.    Restrictions on committees.

No sale of mortgage investments by a committee shall be valid
unless the fairness of the price received at such sale shall have
first been approved by the court except that where an action to
foreclose a mortgage on the property is pending, the application
to pass upon the fairness of such price shall be determined by
the court in which such action is pending. The hearing upon such
application shall be held at such time and place and upon such
notice to the depositing bondholders as the court shall direct.


Sec. 130-b.    Managing agents and management companies.

1.   A person, firm, association or corporation appointed,
     designated or employed by a trustee entering or taking
     possession of mortgaged property to collect rents from, or
     to manage or supervise the operation and maintenance of
     property shall be bonded by a surety bond, approved by the
     court as to form and sufficiency, in a sum equivalent to at
     least the gross rental or income of the property for the
     three months immediately preceding such appointment,
     designation or employment, running to the trustee, during
     the period of his or its possession for the benefit of the
     bondholders, conditioned upon the faithful performance by
     such person, firm, association or corporation, of his or its
     duties and the due accounting for all moneys received by him
     or it during the course of his or its employment. The cost
     or premium of such bond may, in the discretion of the court,
     be a charge against and paid for from the income of the
     mortgaged property.

2.   No trustee or committee shall employ as a managing agent any
     management company or corporation any of whose officers,
     directors or stockholders are also officers, directors or
     employees of the trustee or members or employees of the
     committee.

3.   No voting trustee, officer or director of a corporation
     acquiring the title to property in or through a
     reorganization of such property and no corporation of which
     he shall be an officer, director or stockholder, shall be
     employed as a managing agent for the reorganized property
     except with the approval of the persons owning or holding at
     least fifty-one per centum of the securities issued by the
     reorganized company.


Sec. 130-c.    Voting trustees and voting trust agreements.

1.   No trustee or member of a committee or the attorney of such
     trustee or committee or any employee of either shall be
     eligible to become a voting trustee or an officer or
     director of a corporation to be formed or used under a plan
     of reorganization to acquire title to property previously
     administered by such trustee or committee unless the facts
     with respect to their previous connection with the property
     are disclosed to the court and the affirmative approval of
     the holders of at least fifty-one per centum of the mortgage
     investments is obtained or unless a plan of reorganization
     approved by the court in proceedings under Section one
     hundred and twenty-two of this chapter shall so provide.

2.   No agreement appointing trustees to vote the stock of any
     corporation formed or used under a plan of reorganization of
     property shall be valid for a longer term than five years
     and unless it has been submitted to and approved by the
     court and no trustees appointed by such agreement shall
     continue to act thereunder after the expiration of its term,
     unless and until a new or an extension agreement has been
     entered into and received the affirmative approval of the
     holders of at least fifty-one per centum of the stock.

3.   No salary or other compensation shall be paid to any voting
     trustee or any officer or director of a corporation formed
     or used to acquire the title to property in or through
     reorganization unless the same has been approved by the
     court.


Sec. 130-d.    Fees and allowances.

In the event of a default in a trust indenture necessitating the
sequestration of the rents and income of the property covered
thereby and where the trustee or committee or other person or
persons representing the bondholders is or are lawfully in
possession of the property and they or their attorneys, if any,
shall have rendered services in connection with the property at
any time after default, no fees or allowances shall be paid for
such services unless and until affidavits showing the value
thereof have been presented to the court or a justice thereof and
such court or justice has approved the same and such fees and
allowances, if approved, shall be paid in such manner and at such
times as the court or justice shall direct.


Sec. 130-e.    Removal of trustees, committees or depositaries.

A trustee, committee or any member thereof and a depositary may
be removed by the court for cause shown upon the application of
any person aggrieved by the act or omission to act of such
trustee, committee, member or depositary after such notice and
opportunity to be heard in his or its defense as the court shall
direct.


Sec. 130-f.    Actions for accounting by minority groups;
               expenses thereof.

In any special proceeding or action brought by or on behalf of
any minority bondholder or group of minority bondholders, or any
person or group of persons not holding at least fifty-one per
centum of the stock or bonds of the mortgage issue, but claiming
an interest in the trust property, for a judicial accounting, the
court may take into consideration the information as to income
and disbursements theretofore furnished to bondholders, the
merits and good faith of the proceeding or action, and whether
the accounting will be of value to the bondholders, as well as
the cost of such accounting, and the court may require that the
petitioner or plaintiff furnish a surety company bond to
indemnify the estate against the expenses of the accounting,
including fees of the referee to take the accounting,
stenographic fees, and the expenses of the trustee, and may
direct that, if it should appear that the accounting result in
any practical benefit to all the bondholders, the court should
then, in its discretion, release the indemnity, and that if no
such benefit accrue, the petitioner or plaintiff and his attorney
should receive no compensation, and the trust fund should be
reimbursed for the expenses saddled upon it by reason thereof.


Sec. 130-g.    Violations and penalties.

The wilful violation of any provision of this article, except
section one hundred and twenty-six unless elsewhere otherwise
defined, shall constitute a misdemeanor and shall be punishable,
unless elsewhere otherwise prescribed by a fine of not exceeding
one thousand dollars or by imprisonment for not exceeding one
year or by both such fine and imprisonment.


Sec. 130-h.    Construction of article.

This article shall be construed liberally to effectuate its
purpose. The enumeration by this article of specific powers and
duties in trust indentures and other instruments shall not
preclude or prevent the use, exercise or enjoyment of additional
powers and duties under or pursuant to such instruments or excuse
the failure to exercise or perform such other powers or duties.
Nothing contained in this article shall be construed to repeal
any other provision of law except in so far as it is
irreconcilably in conflict with a provision of this article in
which event the latter shall control.


Sec. 130-i.    Separability.

If any of the provisions of this article or the application
thereof to any person or circumstance be held invalid, such
invalidity shall not affect or impair other provisions or
applications to other circumstances which can be given effect
without the invalid provision or application, and to this end the
provisions of this article are declared to be separable.


Sec. 130-j.    Right to appeal.

Any person aggrieved by any determination hereunder shall have
such right of appeal as is granted to a party to a special
proceeding. All proceedings and appeals hereunder shall be
entitled to such preference as is granted in respect to plans of
reorganization under the provisions of section one hundred and
twenty-two of this chapter.


Sec. 130-k.    Exemptions from restrictions on trustees and trust
               indentures.

The provisions of sections one hundred and twenty-six and one
hundred and twenty-seven of this article shall not apply to any
mortgage, deed of trust, trust indenture, or other similar
instrument which has been qualified with the United States
securities and exchange commission pursuant to the provisions of
the trust indenture act of nineteen hundred thirty-nine, as from
time to time amended and in force. In the case of a mortgage,
deed of trust, trust indenture, or other similar instrument which
has not been so qualified, the provisions of section one hundred
twenty-seven shall not apply if such instrument (hereinafter
referred to as the "indenture") contains provisions in substance
to the following effect:

(a)  If the trustee has or shall acquire any conflicting interest
     as hereinafter defined,

     (1)  such trustee shall, within ninety days after
          ascertaining that it has such conflicting interest,
          either eliminate such conflicting interest or resign,
          such resignation to become effective upon the
          appointment of a successor trustee and such successor's
          acceptance of such appointment; and the obligor upon
          the bonds, notes or other evidences of indebtedness
          issued under the indenture (hereinafter referred to as
          the "indenture securities") shall take prompt steps to
          have a successor appointed in the manner provided in
          the indenture;

     (2)  in the event that such trustee shall fail to comply
          with the provisions of subparagraph (1), such trustee
          shall, within ten days after the expiration of such
          ninety-day period, transmit notice of such failure by
          mail (i) to all registered holders of indenture
          securities, as the names and addresses of such holders
          appear upon the registration books of the obligor upon
          the indenture securities, (ii) to such holders of
          indenture securities as have, within the two years
          preceding such transmission, filed their names and
          addresses with the indenture trustee for the purpose of
          receiving notices or reports to indenture security
          holders, and (iii) to all holders of indenture
          securities whose names and addresses are contained in
          information currently preserved by the trustee for such
          purpose in accordance with provisions of the indenture
          requiring the obligor to furnish or cause to be
          furnished to the trustee at stated intervals of not
          more than six months, and at such other times as the
          trustee may request in writing, all information in the
          possession or control of such obligor, or of any of its
          paying agents, as to the names and addresses of the
          indenture security holders, and requiring the trustee
          to preserve, in as current a form as is reasonably
          practicable, all such information so furnished to it or
          received by it in the capacity of paying agent; and

     (3)  subject to any provision of the indenture to the effect
          that in a suit against the trustee (unless instituted
          by a holder or group of holders of more than ten per
          centum in principal amount of the indenture securities
          outstanding) the court may in its discretion require an
          undertaking for costs and may assess reasonable costs,
          including reasonable attorneys' fees, against any party
          litigant, any security holder who has been a bona fide
          holder of indenture securities for at least six months
          may, on behalf of himself and all others similarly
          situated, petition any court of competent jurisdiction
          for the removal of such trustee, and the appointment of
          a successor, if such trustee fails, after written
          request therefor by such holder, to comply with the
          provisions of subparagraph (1).

(b)  For purposes of paragraph (a), the trustee shall be deemed
     to have a conflicting interest if--

     (1)  such trustee is trustee under another indenture under
          which any other securities, or certificates of interest
          or participation in any other securities, of an obligor
          upon the indenture securities are outstanding unless
          (A) the indenture securities are collateral trust notes
          under which the only collateral consists of securities
          issued under such other indenture, or (B) such other
          indenture is a collateral trust indenture under which
          the only collateral consists of indenture securities,
          or (C) such obligor has no substantial unmortgaged
          assets and is engaged primarily in the business of
          owning, or of owning and developing and/or operating,
          real estate, and the indenture to be qualified and such
          other indenture are secured by wholly separate and
          distinct parcels of real estate: Provided, that the
          indenture may contain a provision excluding from the
          operation of this subparagraph any other indenture or
          indentures which shall have been qualified with the
          United States securities and exchange commission
          pursuant to the provisions of the trust indenture act
          of nineteen hundred thirty-nine, as from time to time
          amended and in force;

     (2)  such trustee or any of its directors or executive
          officers is an obligor upon the indenture securities or
          an underwriter for such an obligor;

     (3)  such trustee directly or indirectly controls or is
          directly or indirectly controlled by or is under direct
          or indirect common control with an obligor upon the
          indenture securities or an underwriter for such an
          obligor;

     (4)  such trustee or any of its directors or executive
          officers is a director, officer, partner, employee,
          appointee, or representative of an obligor upon the
          indenture securities, or of an underwriter (other than
          the trustee itself) for such an obligor who is
          currently engaged in the business of underwriting,
          except that (A) one individual may be a director and/or
          an executive officer of the trustee and a director
          and/or an executive officer of such obligor, but may
          not be at the same time an executive officer of both
          the trustee and of such obligor, and (B) if and so long
          as the number of directors of the trustee in office is
          more than nine, one additional individual may be a
          director and/or an executive officer of the trustee and
          a director of such obligor, and (C) such trustee may be
          designated by any such obligor or by any underwriter
          for any such obligor, to act in the capacity of
          transfer agent, registrar, custodian, paying agent,
          fiscal agent, escrow agent or depositary, or in any
          other similar capacity, or, subject to the provisions
          of subparagraph (1) of this paragraph, to act as
          trustee, whether under an indenture or otherwise;

     (5)  ten per centum or more of the voting securities of such
          trustee is beneficially owned either by an obligor upon
          the indenture securities or by any director, partner,
          or executive officer thereof, or twenty per centum or
          more of such voting securities is beneficially owned,
          collectively, by any two or more of such persons; or
          ten per centum or more of the voting securities of such
          trustee is beneficially owned either by an underwriter
          for any such obligor or by any director, partner, or
          executive officer thereof, or is beneficially owned,
          collectively, by any two or more such persons;

     (6)  such trustee is the beneficial owner of, or holds as
          collateral security for an obligation which is in
          default as hereinafter defined, (A) five per centum or
          more of the voting securities, or ten per centum or
          more of any other class of security, of an obligor upon
          the indenture securities, not including indenture
          securities and securities issued under any other
          indenture under which such trustee is also such
          trustee, or (B) ten per centum or more of any class of
          security of an underwriter for any such obligor;

     (7)  such trustee is the beneficial owner of, or holds as
          collateral security for an obligation which is in
          default as hereinafter defined, five per centum or more
          of the voting securities of any person who, to the
          knowledge of the trustee, owns ten per centum or more
          of the voting securities of, or controls directly or
          indirectly or is under direct or indirect common
          control with, an obligor upon the indenture securities;

     (8)  such trustee is the beneficial owner of, or holds as
          collateral security for an obligation which is in
          default as hereinafter defined, ten per centum or more
          of any class of security of any person who, to the
          knowledge of the trustee, owns fifty per centum or more
          of the voting securities of an obligor upon the
          indenture securities; or

     (9)  such trustee owns, on May fifteenth in any calendar
          year, in the capacity of executor, administrator,
          testamentary or inter vivos trustee, guardian,
          committee or conservator, or in any other similar
          capacity, an aggregate of twenty-five per centum or
          more of the voting securities, or of any class of
          security, of any person, the beneficial ownership of a
          specified percentage of which would have constituted a
          conflicting interest under subparagraph (6), (7) or (8)
          of this paragraph. The indenture may provide, as to any
          such securities of which the trustee acquired ownership
          through becoming executor, administrator or
          testamentary trustee of an estate which included them,
          that the provisions of the preceding sentence shall not
          apply, for a period of not more than two years from the
          date of such acquisition, to the extent that such
          securities included in such estate do not exceed twenty-
          five per centum of such voting securities or twenty-
          five per centum of any such class of security. The
          indenture shall provide that promptly after May
          fifteenth in each calendar year, the trustee shall make
          a check of its holdings of such securities in any of
          the above-mentioned capacities as of such May
          fifteenth. Such indenture shall also provide that if
          the obligor upon the indenture securities fails to make
          payment in full of principal or interest under such
          indenture when and as the same becomes due and payable,
          and such failure continues for thirty days thereafter,
          the trustee shall make a prompt check of its holdings
          of such securities in any of the above-mentioned
          capacities as of the date of the expiration of such
          thirty-day period, and after such date, notwithstanding
          the foregoing provisions of this subparagraph, all such
          securities so held by the trustee, with sole or joint
          control over such securities vested in it, shall be
          considered as though beneficially owned by such
          trustee, for the purposes of subparagraphs (6), (7) and
          (8) of this paragraph.

(c)  The indenture shall provide that the specification of
     percentages in subparagraphs (5) to (9), inclusive, of
     paragraph (b) shall not be construed as indicating that the
     ownership of such percentages of the securities of a person
     is or is not necessary or sufficient to constitute direct or
     indirect control for the purposes of subparagraph (3) or (7)
     of paragraph (b).

(d)  For the purposes of subparagraphs (6), (7), (8) and (9) of
     paragraph (b), (A) the terms "security" and "securities"
     shall include only such securities as are generally known as
     corporate securities, but shall not include any note or
     other evidence of indebtedness issued to evidence an
     obligation to repay moneys lent to a person by one or more
     banks, trust companies, or banking firms, or any certificate
     of interest or participation in any such note or evidence of
     indebtedness; (B) an obligation shall be deemed to be in
     default when a default in payment of principal shall have
     continued for thirty days or more, and shall not have been
     cured; and (C) the trustee shall not be deemed the owner or
     holder of (i) any security which it holds as collateral
     security (as trustee or otherwise) for an obligation which
     is not in default as above defined, or (ii) any security
     which it holds as collateral security under the indenture,
     irrespective of any default thereunder, or (iii) any
     security which it holds as agent for collection, or as
     custodian, escrow agent, or depositary, or in any similar
     representative capacity.

(e)  For the purposes of paragraph (b), the term "underwriter"
     when used with reference to an obligor upon the indenture
     securities means every person who, within three years prior
     to the time as of which the determination is made, was an
     underwriter of any security of such obligor outstanding at
     such time.

(f)  When used in paragraphs (b) to (e), inclusive, unless the
     context otherwise requires--

     (1)  The term "underwriter" means any person who has
          purchased from an issuer with a view to, or offers or
          sells for an issuer in connection with, the
          distribution of any security, or participates or has a
          direct or indirect participation in any such
          undertaking, or participates or has a participation in
          the direct or indirect underwriting of any such
          undertaking; but such term shall not include a person
          whose interest is limited to a commission from an
          underwriter or dealer not in excess of the usual and
          customary distributors' or sellers' commission.

     (2)  The term "director" means any director of a
          corporation, or any individual performing similar
          functions with respect to any organization whether
          incorporated or unincorporated.

     (3)  The term "executive officer" means the president, every
          vice president, every trust officer, the cashier, the
          secretary, and the treasurer of a corporation, and any
          individual customarily performing similar functions
          with respect to any organization whether incorporated
          or unincorporated, but shall not include the chairman
          of the board of directors.

     (4)  The term "obligor", when used with respect to any
          indenture security, means every person who is liable
          thereon, and, if such security is a certificate of
          interest or participation, such term means also every
          person who is liable upon the security or securities in
          which such certificate evidences an interest or
          participation; but such term shall not include the
          trustee under an indenture under which certificates of
          interest or participation, equipment trust
          certificates, or like securities are outstanding.

     (5)  The term "voting security" means any security presently
          entitling the owner or holder thereof to vote in the
          direction or management of the affairs of a person, or
          any security issued under or pursuant to any trust,
          agreement, or arrangement whereby a trustee or trustees
          or agent or agents for the owner or holder of such
          security are presently entitled to vote in the
          direction or management of the affairs of a person; and
          a specified percentage of the voting securities of a
          person means such amount of the outstanding voting
          securities of such person as entitles the holder or
          holders thereof to cast such specified percentage of
          the aggregate votes which the holders of all the
          outstanding voting securities of such person are
          entitled to cast in the direction or management of the
          affairs of such person.


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