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.
�
