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8Q- G45Q53 2t ~,; ; other securities, of the Company are outstanding, unless such other indenture is a collateral trust indenture under which the only colla- teral consists of Bonds iasued under this Indenture; provided, however, That there shall be excluded from the operation of this clause {A) any indenture or indentures under which other securities, ar certificates of interest or participation in other securities, of the Company are outstandtng, if the Company shall have sustained the burden of proving, an application to the Securities and L;xchance Commission and after opportunity for hearing thereon, that trusteeship under this Indenture and such other indenture or indentures is not so likely to involae 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: {B} such Trustee or any- of its directors ar exec~~Live officers is an obligor upon the Bands or an underwriter for the Company; {G) such Trustee directly or indirectly controls or is directly or in- directly c-ontrolled by ar is under direct or indirect common control with the Company or an underwriter for the Company; {Ll) _uch 'j'r„sr,~ or ~~-v .,f ;t_c diracryrc ~,r exec„t;4•e officers ;_ director, officer, partner, employee, appointee or representative`of the Company, ar of an underwriter (other than such Trustee itself) for the Company who is currently engaged in the business of un- dertsu•ititig, except that (i) one individual may be a director ar an executive officer, or bath, of such Trustee and a director ar an execu- tive officer, or both, of the Company but may not be at the same time an executive nicer of both such Trustee and the Company; {ii} if and so long as the number of directors of such Trustee in of3ice is mare than nine, at:e additional individual may be a director ar an executive olytcer, ar both, of such Trustee and a director of the Com- pan~; and (iu) ouch Trustee may be designated by the Company or by any underwriter far the Company to aeL in the capacity of transfer agent, registrar, custodian, pal.ng agent, fiscal agent. escrow agent ar def~cMitary, ur iu atiy other similar capacity, or, sub- ject to the provisions of clause i 11 of this paragraph (d)(1), to act :?,~ trustc~, whether ender an indenture or aiherwise: {E} Itl"'o esr morn tr€ tt+.e vatittg securities of such 't'rustee is ben- eficially awned either by the Company ar by any director, partner or executive officee Lhereot, ar '?~~ or mvm of such voting securities i beneftc-ialh' awned, txrllectively, by any two or more of such persons; ar S(?r~ ar mare of the voting securitiesc of such Trustee is beneficially awned either by an underwriter for the Corttpany or try :toy dirrtrtar. panne{ or executive officer thereof, car is beneficia113° owned, callec- tively, by saty two or morn such persons: U