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.
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