Page:United States Statutes at Large Volume 53 Part 2.djvu/682

 PUBLIC LAWS-CH. 411-AUG. 3, 1939 Co-trustees. Rights of trustee in case of certificates of interest. Disqualification of trustee. Conflicting interest. Failure to comply with certain provi- sions. Petition for removal. Trusteeship under another indenture made by same obligor; exceptions. Provso. Qualifying provi- sions. such trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. "(3) If the indenture to be qualified requires or permits the appointment of one or more co-trustees in addition to such institu- tional trustee, such indenture shall provide that the rights, powers, duties, and obligations conferred or imposed upon the trustees or any of them shall be conferred or imposed upon and exercised or performed by such institutional trustee, or such institutional trustee and such co-trustees jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, such institutional trustee shall be incompetent or unquali- fied to perform such act or acts, in which event such rights, powers, duties, and obligations shall be exercised and performed by such co-trustees. "(4) In the case of certificates of interest or participation, the indenture to be qualified shall require that the indenture trustee or trustees have the legal power to exercise all of the rights, powers, and privileges of a holder of the security or securities in which such certificates evidence an interest or participation. "Disqualification of Trustee "(b) The indenture to be qualified shall provide that if any inden- ture trustee has or shall acquire any conflicting interest as here- inafter defined, (i) 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 indenture securities shall take prompt steps to have a successor appointed in the manner provided in the indenture; and (ii) in the event that such trustee shall fail to comply with the provisions of clause (i) of this subsection, such trustee shall, within ten days after the expi- ration of such ninety-day period, transmit notice of such failure to the indenture security holders in the manner and to the extent provided in subsection (c) of section 313; and (iii) subject to the provisions of subsection (e) of section 315, 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 clause (i) of this subsection. For the purposes of this subsection, an indenture trustee shall be deemed to have a con- flicting interest if- "(1) such trustee is trustee under another indenture under which any other securities, or certificates of interest or participa- tion 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 par- cels of real estate: Provided, That the indenture to be qualified may contain a provision excluding from the operation of this [53 STAT.

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