dliu1/legal-llama-raw-text huggingface dataset:
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.
§  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.
§  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
(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
(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.
§  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.
§  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
§ 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.
§  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.
§  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.
§  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.
§  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.
§  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
§ 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.
§  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.
§   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  andor  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 andor an executive officer  of  the  trustee  and  a  director
andor  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 andor 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
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 monies 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