§ 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.