Page:United States Statutes at Large Volume 53 Part 2.djvu/692

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PUBLIC LAWS-CH. 411-AUG. 3, 1939 Evidence of record- ing of indenture. Opinion of counsel as to proper record- ing, etc. Opinion of counsel as to maintenance of lien. "Evidence of Recording of Indenture "(b) If the indenture to be qualified is or is to be secured by the mortgage or pledge of property, such indenture shall contain provi- sions requiring the obligor upon the indenture securities to furnish to the indenture trustee- "(1) promptly after the execution and delivery of the inden- ture, an opinion of counsel (who may be of counsel for such obligor) either stating that in the opinion of such counsel the indenture has been properly recorded and filed so as to make effective the lien intended to be created thereby, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make such lien effective; and "(2) at least annually after the execution and delivery of the indenture, an opinion of counsel (who may be of counsel for such obligor) either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, re-re - cording, and refiling of the indenture as is necessary to maintain the lien of such indenture, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such lien. "Evidence of Compliance With Conditions Precedent Evi co- ) The indenture of to be qualified shall contain provisions requiring pliance with condi- tions precedent the obligor upon the indenture securities to furnish to the indenture trustee evidence of compliance with the conditions precedent, if any, provided for in the indenture (including any covenants compliance with which constitutes a condition precedent) which relate to the authentication and delivery of the indenture securities, to the release or the release and substitution of property subject to the lien of the indenture, to the satisfaction and discharge of the indenture, or to any other action to be taken by the indenture trustee at the request Requirements. or upon the application of such obligor. Such evidence shall consist of the following: Certificates or opin- "(1) certificates or opinions made by officers of such obligor crs of obligor. - who are specified in the indenture, stating that such conditions precedent have been complied with; Opinion ofcounsel. "(2) an opinion of counsel (who may be of counsel for such obligor) stating that in his opinion such conditions precedent have been complied with; and Certificate or opin- "(3) in the case of conditions precedent compliance with which ion of an accountant, when subject to ver- is subject to verification by accountants (such as conditions with ifcation. respect to the preservation of specified ratios, the amount of net quick assets, negative-pledge clauses, and other similar specific conditions), a certificate or opinion of an accountant, who, in the case of any such conditions precedent to the authentication and delivery of indenture securities, and not otherwise, shall be an independent public accountant selected or approved by the indenture trustee in the exercise of reasonable care, if the aggre- gate principal amount of such indenture securities and of other identure securities authenticated and delivered since the com- mencement of the then current calendar year (other than those with respect to which a certificate or opinion of an accountant is not required, or with respect to which a certificate or opinion of an independent public accountant has previously been fur- nished) is 10 per centum or more of the aggregate amount of the indenture securities at the time outstanding; but no certificate or opinion need be made by any person other than an officer or [53 STAT.