Real Property

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.
130-a. Restrictions on committees.
130-b. Managing agents and management companies.
130-c. Voting trustees and voting trust agreements.
130-d. Fees and allowances.
130-e. Removal of trustees, committees or depositaries.
130-f. Actions for accounting by minority groups; expenses
thereof.
130-g. Violations and penalties.
130-h. Construction of article.
130-i. Separability.
130-j. Right to appeal.
130-k. Exemptions from restrictions on trustees and trust
indentures.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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.

S 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 currrent 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
otherewise 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.