Page:United States Statutes at Large Volume 53 Part 2.djvu/683

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53 STAT.] 76TH CONG., 1ST SESS.-CH. 411 -AUG. 3, 1939 paragraph another indenture or indentures under which other securities, or certificates of interest or participation in other securities, of such an obligor are outstanding, if (i) the indenture to be qualified and such other indenture or indentures are wholly unsecured, and such other indenture or indentures are specifically described in the indenture to be qualified or are thereafter quali- fied under this title, unless the Commission shall have found and declared by order pursuant to subsection (b) of section 305 or subsection (c) of section 307 that differences exist between the provisions of the indenture to be qualified and the provisions of such other indenture or indentures which are so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify such trustee from acting as such under one of such indentures, or (ii) the issuer shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that trusteeship under the indenture to be qualified and such other indenture is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify such trustee from acting as such under one of such indentures; "(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 under- writer for such an obligor; "(4) such trustee or any of its directors or executive officers is a director, officer, partner, employee, appointee, or representa- tive of an obligor upon the indenture securities, or of an under- writer (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 paragraph (1) of this subsection, to act as trustee, whether under an indenture or otherwise; "(5) 10 per centum or more of the voting securities of such trustee is beneficially owned either by an obligor upon the inden- ture securities or by any director, partner, or executive officer thereof, or 20 per centum or more of such voting securities is beneficially owned, collectively, by any two or more of such per- sons; or 10 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 col- lateral security for an obligation which is in default as herein- 1159 Ante, p. 1154 . Ante, p. 1156 . Trustee or any of Its officers an obligor uponindenture securi- ties, etc. Where trustee con- trols or is controlled by or with obligor, etc. Officers of both par- ties. Exceptions. Beneficial owner- ship, restrictions. Beneficial owner- ship, etc., ofsecurities as collateral security for obligation in de- fault.