Browse Arkansas Code titles and sections
15 U.S.C. § 77nnn — Reports by obligor; evidence of compliance with indenture provisions
Federal law — U.S. Code and appendices · legal_authorities
**(a) Periodic reports** Each person who, as set forth in the registration statement or application, is or is to be an obligor upon the indenture securities covered thereby shall—
(1) file with the indenture trustee copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which such obligor is required to file with the Commission pursuant to section 78m or 78o(d) of this title; or, if the obligor is not required to file information, documents, or reports pursuant to either of such sections, then to file with the indenture trustee and the Commission, in accordance with rules and regulations prescribed by the Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to [section 78m of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m&num=0&edition=prelim), in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations;
(2) file with the indenture trustee and the Commission, in accordance with rules and regulations prescribed by the Commission, such additional information, documents, and reports with respect to compliance by such obligor with the conditions and covenants provided for in the indenture, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of subsection (e) of this section, as to compliance with conditions or covenants, compliance with which is subject to verification by accountants, but
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77nnn
Stored review status: release_metadata_unconfirmed. A text match is a research starting point; applicability is not established.
Original supplied file — preserved unchanged
Download original Markdown file
File SHA-256: 45b1018cb9e0fc2e55ffc5de4285d6fff4b49911925a55509e9262b0a3c8cf07. The original may include catalog metadata, neighboring provisions, or embedded records outside this collection's scope. Search shows only the selected federal record. Historical editions and unverified snapshots are not a statement of current law.
Authority boundary: historical or unconfirmed source not current law verified.
Open the recorded source website ↗
Record provenance
Stable record: federal_law:legal_authorities:record_usc_27eee43adffcce11be70cf38
Source file: Laws/federal/codes/united-states-code/title-15/section-77nnn-reports-by-obligor-evidence-of-compliance-with-indenture-provisions--9f76efe744.md
Pages: Not recorded – Not recorded
Passage SHA-256: df745249985704ed3ba4bd32c69e063290ae03a534cf094bf3d9b680b81c6224
Source location: Title 15, Chapter 2A, § 77nnn; chapter-2a-securities-and-trust-indentures.md
Stored source content
**(a) Periodic reports** Each person who, as set forth in the registration statement or application, is or is to be an obligor upon the indenture securities covered thereby shall—
(1) file with the indenture trustee copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which such obligor is required to file with the Commission pursuant to section 78m or 78o(d) of this title; or, if the obligor is not required to file information, documents, or reports pursuant to either of such sections, then to file with the indenture trustee and the Commission, in accordance with rules and regulations prescribed by the Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to [section 78m of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78m&num=0&edition=prelim), in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations;
(2) file with the indenture trustee and the Commission, in accordance with rules and regulations prescribed by the Commission, such additional information, documents, and reports with respect to compliance by such obligor with the conditions and covenants provided for in the indenture, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of subsection (e) of this section, as to compliance with conditions or covenants, compliance with which is subject to verification by accountants, but no such certificate or opinion shall be required as to any matter specified in clauses (A), (B), or (C) of paragraph (3) of subsection (c);
(3) transmit to the holders of the indenture securities upon which such person is an obligor, in the manner and to the extent provided in subsection (c) of [section 77mmm of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77mmm&num=0&edition=prelim), such summaries of any information, documents, and reports required to be filed by such obligor pursuant to the provisions of paragraph (1) or (2) of this subsection as may be required by rules and regulations prescribed by the Commission; and
(4) furnish to the indenture trustee, not less often than annually, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of such obligor’s compliance with all conditions and covenants under the indenture. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under the indenture.
The rules and regulations prescribed under this subsection shall be such as are necessary or appropriate in the public interest or for the protection of investors, having due regard to the types of indentures, and the nature of the business of the class of obligors affected thereby, and the amount of indenture securities outstanding under such indentures, and, in the case of any such rules and regulations prescribed after the indentures to which they apply have been qualified under this subchapter, the additional expense, if any, of complying with such rules and regulations. Such rules and regulations may be prescribed either before or after qualification becomes effective as to any such indenture.
**(b) Evidence of recording of indenture** If the indenture to be qualified is or is to be secured by the mortgage or pledge of property, the obligor upon the indenture securities shall furnish to the indenture trustee—
(1) promptly 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 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-recording, 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.
**(c) Evidence of compliance with conditions precedent** The obligor upon the indenture securities shall 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 or upon the application of such obligor. Such evidence shall consist of the following:
(1) certificates or opinions made by officers of such obligor who are specified in the indenture, stating that such conditions precedent have been complied with;
(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
(3) in the case of conditions precedent compliance with which is subject to verification by accountants (such as conditions with 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 aggregate principal amount of such indenture securities and of other indenture securities authenticated and delivered since the commencement 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 furnished) 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 employee of such obligor who is specified in the indenture, as to (A) dates or periods not covered by annual reports required to be filed by the obligor, in the case of conditions precedent which depend upon a state of facts as of a date or dates or for a period or periods different from that required to be covered by such annual reports, or (B) the amount and value of property additions, except as provided in paragraph (3) of subsection (d), or (C) the adequacy of depreciation, maintenance, or repairs.
**(d) Certificates of fair value** If the indenture to be qualified is or is to be secured by the mortgage or pledge of property or securities, the obligor upon the indenture securities shall furnish to the indenture trustee a certificate or opinion of an engineer, appraiser, or other expert as to the fair value—
(1) of any property or securities to be released from the lien of the indenture, which certificate or opinion shall state that in the opinion of the person making the same the proposed release will not impair the security under such indenture in contravention of the provisions thereof, and requiring further that such certificate or opinion shall be made by an independent engineer, appraiser, or other expert, if the fair value of such property or securities and of all other property or securities released since the commencement of the then current calendar year, as set forth in the certificates or opinions required by this paragraph, is 10 per centum or more of the aggregate principal amount of the indenture securities at the time outstanding; but such a certificate or opinion of an independent engineer, appraiser, or other expert shall not be required in the case of any release of property or securities, if the fair value thereof as set forth in the certificate or opinion required by this paragraph is less than $25,000 or less than 1 per centum of the aggregate principal amount of the indenture securities at the time outstanding;
(2) to such obligor of any securities (other than indenture securities and securities secured by a lien prior to the lien of the indenture upon property subject to the lien of the indenture), the deposit of which with the trustee is to be made the basis for the authentication and delivery of indenture securities, the withdrawal of cash constituting a part of the trust estate or the release of property or securities subject to the lien of the indenture, and requiring further that if the fair value to such obligor of such securities and of all other such securities made the basis of any such authentication and delivery, withdrawal, or release since the commencement of the then current calendar year, as set forth in the certificates or opinions required by this paragraph, is 10 per centum or more of the aggregate principal amount of the indenture securities at the time outstanding, such certificate or opinion shall be made by an independent engineer, appraiser, or other expert and, in the case of the authentication and delivery of indenture securities, shall cover the fair value to such obligor of all other such securities so deposited since the commencement of the current calendar year as to which a certificate or opinion of an independent engineer, appraiser, or other expert has not previously been furnished; but such a certificate of an independent engineer, appraiser, or other expert shall not be required with respect to any securities so deposited, if the fair value thereof to such obligor as set forth in the certificate or opinion required by this paragraph is less than $25,000 or less than 1 per centum of the aggregate principal amount of the indenture securities at the time outstanding; and
(3) to such obligor of any property the subjection of which to the lien of the indenture is to be made the basis for the authentication and delivery of indenture securities, the withdrawal of cash constituting a part of the trust estate, or the release of property or securities subject to the lien of the indenture, and requiring further that if
(A) within six months prior to the date of acquisition thereof by such obligor, such property has been used or operated, by a person or persons other than such obligor, in a business similar to that in which it has been or is to be used or operated by such obligor, and
(B) the fair value to such obligor of such property as set forth in such certificate or opinion is not less than $25,000 and not less than 1 per centum of the aggregate principal amount of the indenture securities at the time outstanding,
such certificate or opinion shall be made by an independent engineer, appraiser, or other expert and, in the case of the authentication and delivery of indenture securities, shall cover the fair value to the obligor of any property so used or operated which has been so subjected to the lien of the indenture since the commencement of the then current calendar year, and as to which a certificate or opinion of an independent engineer, appraiser, or other expert has not previously been furnished.
The indenture to be qualified shall automatically be deemed (unless it is expressly provided therein that such provision is excluded) to provide that any such certificate or opinion may be made by an officer or employee of the obligor upon the indenture securities who is duly authorized to make such certificate or opinion by the obligor from time to time, except in cases in which this subsection requires that such certificate or opinion be made by an independent person. In such cases, such certificate or opinion shall be made by an independent engineer, appraiser, or other expert selected or approved by the indenture trustee in the exercise of reasonable care.
**(e) Recitals as to basis of certificate or opinion** Each certificate or opinion with respect to compliance with a condition or covenant provided for in the indenture (other than certificates provided pursuant to subsection (a)(4) of this section) shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.
**(f) Parties may provide for additional evidence** Nothing in this section shall be construed either as requiring the inclusion in the indenture to be qualified of provisions that the obligor upon the indenture securities shall furnish to the indenture trustee any other evidence of compliance with the conditions and covenants provided for in the indenture than the evidence specified in this section, or as preventing the inclusion of such provisions in such indenture, if the parties so agree.
Cross-references
Connections may be documented source relationships, shared citations or nearby passages. Each explains its basis; a connection alone does not establish applicability to your situation.
Federal law — U.S. Code and appendices · legal_authorities
**(a) Reports by issuer of security; contents** Every issuer of a security registered pursuant to section 78l of this title shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security—
(1) such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to section 78l of this title, except that the Commission may not require the filing of any material contract wholly executed before July 1, 1962.
(2) such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe.
Every issuer of a security registered on a national securities exchange shall also file a duplicate original of such information, documents, and reports with the exchange. In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement that became effective under this chapter or the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.] and, with respect to any such statement or reports, an emerging growth company may not be
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 78m
Stored review status: release_metadata_unconfirmed. Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
Federal law — U.S. Code and appendices · legal_authorities
**(a) Report to security holders; time; contents** The indenture trustee shall transmit to the indenture security holders as hereinafter provided, at stated intervals of not more than 12 months, a brief report with respect to any of the following events which may have occurred within the previous 12 months (but if no such event has occurred within such period no report need be transmitted):— 11 So in original. The colon probably should not appear.
(1) any change to its eligibility and its qualifications under [section 77jjj of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj&num=0&edition=prelim);
(2) the creation of or any material change to a relationship specified in paragraph 22 So in original. Probably should be “paragraphs”. (1) through (10) of [section 77jjj(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77jjj/b&num=0&edition=prelim);
(3) the character and amount of any advances made by it, as indenture trustee, which remain unpaid on the date of such report, and for the reimbursement of which it claims or may claim a lien or charge, prior to that of the indenture securities, on the trust estate or on property or funds held or collected by it as such trustee, if such advances so remaining unpaid aggregate more than one-half of 1 per centum of the principal amount of the indenture securities outstanding on such date;
(4) any change to the amount, interest rate, and maturity date of all other indebtedness owing to it in its individual capacity, on the date of such report, by the obligor upon the indenture securities, with a brief description of any property held as collateral security therefor, except an indebtedness based upon a creditor relationship arising in any mann
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77mmm
Stored review status: release_metadata_unconfirmed. Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
Federal law — U.S. Code and appendices · legal_authorities
**(a) Establishment; composition; limitations on commissioners; terms of office** There is hereby established a Securities and Exchange Commission (hereinafter referred to as the “Commission”) to be composed of five commissioners to be appointed by the President by and with the advice and consent of the Senate. Not more than three of such commissioners shall be members of the same political party, and in making appointments members of different political parties shall be appointed alternately as nearly as may be practicable. No commissioner shall engage in any other business, vocation, or employment than that of serving as commissioner, nor shall any commissioner participate, directly or indirectly, in any stock-market operations or transactions of a character subject to regulation by the Commission pursuant to this chapter. Each commissioner shall hold office for a term of five years and until his successor is appointed and has qualified, except that he shall not so continue to serve beyond the expiration of the next session of Congress subsequent to the expiration of said fixed term of office, and except (1) any commissioner appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall be appointed for the remainder of such term, and (2) the terms of office of the commissioners first taking office after June 6, 1934, shall expire as designated by the President at the time of nomination, one at the end of one year, one at the end of two years, one at the end of three years, one at the end of four years, and one at the end of five years, after June 6, 1934.
**(b) Appointment and compensation of staff and leasing authority**
(1) **Appointment and compensation** — The Commission shall appoint and compensate offic
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 78d
Stored review status: release_metadata_unconfirmed. Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
Federal law — U.S. Code and appendices · legal_authorities
**(a) Effective time of registration or application for qualification of indenture** The indenture under which a security has been or is to be issued shall be deemed to have been qualified under this subchapter—
(1) when registration becomes effective as to such security; or
(2) when an application for the qualification of such indenture becomes effective, pursuant to [section 77ggg of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77ggg&num=0&edition=prelim).
**(b) Stop orders after effective time of qualification** After qualification has become effective as to the indenture under which a security has been or is to be issued, no stop order shall be issued pursuant to [section 77h(d) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h/d&num=0&edition=prelim), suspending the effectiveness of the registration statement relating to such security or of the application for qualification of such indenture, except on one or more of the grounds specified in [section 77h of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h&num=0&edition=prelim), or the failure of the issuer to file an application as provided for by [section 77eee(b)(2) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77eee/b/2&num=0&edition=prelim).
**(c) Effect of subsequent rule or regulation on qualification** The making, amendment, or rescission of a rule, regulation, or order under the provisions of this subchapter (except to the extent authorized by subsection (a) of [section 77nnn of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77nnn&num=0&edition=prelim) with respect to rules and regulations
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77iii
Stored review status: release_metadata_unconfirmed. Incoming connection: Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
Federal law — U.S. Code and appendices · legal_authorities
**(a) Duties prior to default** The indenture to be qualified shall automatically be deemed (unless it is expressly provided therein that any such provision is excluded) to provide that, prior to default (as such term is defined in such indenture)—
(1) the indenture trustee shall not be liable except for the performance of such duties as are specifically set out in such indenture; and
(2) the indenture trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the absence of bad faith on the part of such trustee, upon certificates or opinions conforming to the requirements of the indenture;
but the indenture trustee shall examine the evidence furnished to it pursuant to [section 77nnn of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77nnn&num=0&edition=prelim) to determine whether or not such evidence conforms to the requirements of the indenture.
**(b) Notice of defaults** The indenture trustee shall give to the indenture security holders, in the manner and to the extent provided in subsection (c) of [section 77mmm of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77mmm&num=0&edition=prelim), notice of all defaults known to the trustee, within ninety days after the occurrence thereof: Provided, That such indenture shall automatically be deemed (unless it is expressly provided therein that such provision is excluded) to provide that, except in the case of default in the payment of the principal of or interest on any indenture security, or in the payment of any sinking or purchase fund installment, the trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77ooo
Stored review status: release_metadata_unconfirmed. Incoming connection: Explicit cross-reference supplied in source Markdown; currentness and applicability require review.
Federal law — U.S. Code and appendices · legal_authorities
Page 192
TITLE 15—COMMERCE AND TRADE
§ 77nnn
(2) to such holders of indenture securities as
have, within the two years preceding such
transmission, filed their names and addresses
with the indenture trustee for that purpose;
and
(3) except in the case of reports pursuant to
subsection (b) of this section, to all holders of
indenture securities whose names and address-
es have been furnished to or received by the
indenture trustee pursuant to section 77lll of
this title.
(d) Filing of report with stock exchanges
A copy of each such report shall, at the time
of such transmission to indenture security hold-
ers, be filed with each stock exchange upon
which the indenture securities are listed, and
also with the Commission.
(May 27, 1933, ch. 38, title III, § 313, as added Aug.
3, 1939, ch. 411, 53 Stat. 1165; amended Pub. L.
101–550, title IV, §§ 411, 412, Nov. 15, 1990, 104 Stat.
2729; Pub. L. 105–353, title III, § 301(e)(3), Nov. 3,
1998, 112 Stat. 3237.)
Editorial Notes
AMENDMENTS
1998—Subsec. (a)(4). Pub. L. 105–353, § 301(e)(3)(A), in-
serted ‘‘any change to’’ before ‘‘the amount’’.
Subsec. (a)(6). Pub. L. 105–353, § 301(e)(3)(B), struck out
‘‘any change to’’ before ‘‘any release’’.
1990—Subsec. (a). Pub. L. 101–550, § 411(1), (2), sub-
stituted ‘‘The indenture trustee shall’’ for ‘‘The inden-
ture to be qualified shall contain provisions requiring
the indenture trustee to’’ and inserted ‘‘any of the fol-
lowing events which may have occurred within the pre-
vious 12 months (but if no such event has occurred
within such period no report need be transmitted):’’
after ‘‘a brief report with respect to’’.
Subsec. (a)(1). Pub. L. 101–550, § 411(3), (4), inserted
‘‘any change to’’ before ‘‘its eligibility’’ and struck out
‘‘, or in lieu thereof
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 77nnn
Stored review status: historical_2024_not_currentness_verified. Same stored citation; legal effect and authority still require review.