---
kind: "section"
citation: "15 U.S.C. § 77nnn"
title: "15"
title_heading: "Commerce and Trade"
number: "77nnn"
heading: "Reports by obligor; evidence of compliance with indenture provisions"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/77nnn"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter III — Trust Indentures"
---

# §77nnn. Reports by obligor; evidence of compliance with indenture provisions

- (a) **Periodic reports—** Each [person](/usc/15/77b.md?p=a-2) who, as set forth in the [registration statement](/usc/15/77b.md?p=a-8) or [application](/usc/15/77ccc.md?p=8), is or is to be an [obligor](/usc/15/77ccc.md?p=12) upon the [indenture securities](/usc/15/77ccc.md?p=11) covered thereby shall—
  - (1) file with the [indenture trustee](/usc/15/77ccc.md?p=10) 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](/usc/15/77ccc.md?p=15) may by rules and regulations prescribe) which such [obligor](/usc/15/77ccc.md?p=12) is required to file with the [Commission](/usc/15/77ccc.md?p=15) pursuant to section [78m](/usc/15/78m.md) or [78o(d)](/usc/15/78o.md?p=d) of this title; or, if the [obligor](/usc/15/77ccc.md?p=12) is not required to file information, documents, or reports pursuant to either of such sections, then to file with the [indenture trustee](/usc/15/77ccc.md?p=10) and the [Commission](/usc/15/77ccc.md?p=15), in accordance with rules and regulations prescribed by the [Commission](/usc/15/77ccc.md?p=15), such of the supplementary and periodic information, documents, and reports which may be required pursuant to [section 78m of this title](/usc/15/78m.md), in respect of a [security](/usc/15/77b.md?p=a-1) listed and registered on a national [securities](/usc/15/77b.md?p=a-1) exchange as may be prescribed in such rules and regulations;
  - (2) file with the [indenture trustee](/usc/15/77ccc.md?p=10) and the [Commission](/usc/15/77ccc.md?p=15), in accordance with rules and regulations prescribed by the [Commission](/usc/15/77ccc.md?p=15), such additional information, documents, and reports with respect to compliance by such [obligor](/usc/15/77ccc.md?p=12) with the conditions and covenants provided for in the [indenture](/usc/15/77ccc.md?p=7), 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)](#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)](#c);
  - (3) transmit to the holders of the [indenture securities](/usc/15/77ccc.md?p=11) upon which such [person](/usc/15/77b.md?p=a-2) is an [obligor](/usc/15/77ccc.md?p=12), in the manner and to the extent provided in subsection (c) of [section 77mmm of this title](/usc/15/77mmm.md), such summaries of any information, documents, and reports required to be filed by such [obligor](/usc/15/77ccc.md?p=12) pursuant to the provisions of paragraph (1) or (2) of this subsection as may be required by rules and regulations prescribed by the [Commission](/usc/15/77ccc.md?p=15); and
  - (4) furnish to the [indenture trustee](/usc/15/77ccc.md?p=10), not less often than annually, a brief certificate from the principal [executive officer](/usc/15/77ccc.md?p=6), principal financial officer or principal accounting officer as to his or her knowledge of such [obligor](/usc/15/77ccc.md?p=12)’s compliance with all conditions and covenants under the [indenture](/usc/15/77ccc.md?p=7). 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](/usc/15/77ccc.md?p=7).

  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](/usc/15/77ccc.md?p=7), and the nature of the business of the class of [obligors](/usc/15/77ccc.md?p=12) affected thereby, and the amount of [indenture securities](/usc/15/77ccc.md?p=11) outstanding under such [indentures](/usc/15/77ccc.md?p=7), and, in the case of any such rules and regulations prescribed after the [indentures](/usc/15/77ccc.md?p=7) 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](/usc/15/77ccc.md?p=7).

- (b) **Evidence of recording of indenture—** If the [indenture to be qualified](/usc/15/77ccc.md?p=9) is or is to be secured by the mortgage or pledge of property, the [obligor](/usc/15/77ccc.md?p=12) upon the [indenture securities](/usc/15/77ccc.md?p=11) shall furnish to the [indenture trustee](/usc/15/77ccc.md?p=10)—
  - (1) promptly after the execution and delivery of the [indenture](/usc/15/77ccc.md?p=7), an opinion of counsel (who may be of counsel for such [obligor](/usc/15/77ccc.md?p=12)) either stating that in the opinion of such counsel the [indenture](/usc/15/77ccc.md?p=7) 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](/usc/15/77ccc.md?p=7), an opinion of counsel (who may be of counsel for such [obligor](/usc/15/77ccc.md?p=12)) 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](/usc/15/77ccc.md?p=7) as is necessary to maintain the lien of such [indenture](/usc/15/77ccc.md?p=7), 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](/usc/15/77ccc.md?p=12) upon the [indenture securities](/usc/15/77ccc.md?p=11) shall furnish to the [indenture trustee](/usc/15/77ccc.md?p=10) evidence of compliance with the conditions precedent, if any, provided for in the [indenture](/usc/15/77ccc.md?p=7) (including any covenants compliance with which constitutes a condition precedent) which relate to the authentication and delivery of the [indenture securities](/usc/15/77ccc.md?p=11), to the release or the release and substitution of property subject to the lien of the [indenture](/usc/15/77ccc.md?p=7), to the satisfaction and discharge of the [indenture](/usc/15/77ccc.md?p=7), or to any other action to be taken by the [indenture trustee](/usc/15/77ccc.md?p=10) at the request or upon the [application](/usc/15/77ccc.md?p=8) of such [obligor](/usc/15/77ccc.md?p=12). Such evidence shall consist of the following:
  - (1) certificates or opinions made by officers of such [obligor](/usc/15/77ccc.md?p=12) who are specified in the [indenture](/usc/15/77ccc.md?p=7), stating that such conditions precedent have been complied with;
  - (2) an opinion of counsel (who may be of counsel for such [obligor](/usc/15/77ccc.md?p=12)) 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](/usc/15/77ccc.md?p=11), and not otherwise, shall be an independent public accountant selected or approved by the [indenture trustee](/usc/15/77ccc.md?p=10) in the exercise of reasonable care, if the aggregate principal amount of such [indenture securities](/usc/15/77ccc.md?p=11) and of other [indenture securities](/usc/15/77ccc.md?p=11) 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](/usc/15/77ccc.md?p=11) at the time outstanding; but no certificate or opinion need be made by any [person](/usc/15/77b.md?p=a-2) other than an officer or employee of such [obligor](/usc/15/77ccc.md?p=12) who is specified in the [indenture](/usc/15/77ccc.md?p=7), as to (A) dates or periods not covered by annual reports required to be filed by the [obligor](/usc/15/77ccc.md?p=12), in the case of conditions precedent which depend upon a [state](/usc/15/77ccc.md?p=14) 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)](#d-3) of subsection (d), or (C) the adequacy of depreciation, maintenance, or repairs.
- (d) **Certificates of fair value—** If the [indenture to be qualified](/usc/15/77ccc.md?p=9) is or is to be secured by the mortgage or pledge of property or [securities](/usc/15/77b.md?p=a-1), the [obligor](/usc/15/77ccc.md?p=12) upon the [indenture securities](/usc/15/77ccc.md?p=11) shall furnish to the [indenture trustee](/usc/15/77ccc.md?p=10) a certificate or opinion of an engineer, appraiser, or other expert as to the fair value—
  - (1) of any property or [securities](/usc/15/77b.md?p=a-1) to be released from the lien of the [indenture](/usc/15/77ccc.md?p=7), which certificate or opinion shall [state](/usc/15/77ccc.md?p=14) that in the opinion of the [person](/usc/15/77b.md?p=a-2) making the same the proposed release will not impair the [security](/usc/15/77b.md?p=a-1) under such [indenture](/usc/15/77ccc.md?p=7) 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](/usc/15/77b.md?p=a-1) and of all other property or [securities](/usc/15/77b.md?p=a-1) 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](/usc/15/77ccc.md?p=11) 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](/usc/15/77b.md?p=a-1), 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](/usc/15/77ccc.md?p=11) at the time outstanding;
  - (2) to such [obligor](/usc/15/77ccc.md?p=12) of any [securities](/usc/15/77b.md?p=a-1) (other than [indenture securities](/usc/15/77ccc.md?p=11) and [securities](/usc/15/77b.md?p=a-1) secured by a lien prior to the lien of the [indenture](/usc/15/77ccc.md?p=7) upon property subject to the lien of the [indenture](/usc/15/77ccc.md?p=7)), the deposit of which with the trustee is to be made the basis for the authentication and delivery of [indenture securities](/usc/15/77ccc.md?p=11), the withdrawal of cash constituting a part of the [trust](/usc/15/77b.md?p=a-2) estate or the release of property or [securities](/usc/15/77b.md?p=a-1) subject to the lien of the [indenture](/usc/15/77ccc.md?p=7), and requiring further that if the fair value to such [obligor](/usc/15/77ccc.md?p=12) of such [securities](/usc/15/77b.md?p=a-1) and of all other such [securities](/usc/15/77b.md?p=a-1) 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](/usc/15/77ccc.md?p=11) 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](/usc/15/77ccc.md?p=11), shall cover the fair value to such [obligor](/usc/15/77ccc.md?p=12) of all other such [securities](/usc/15/77b.md?p=a-1) 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](/usc/15/77b.md?p=a-1) so deposited, if the fair value thereof to such [obligor](/usc/15/77ccc.md?p=12) 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](/usc/15/77ccc.md?p=11) at the time outstanding; and
  - (3) to such [obligor](/usc/15/77ccc.md?p=12) of any property the subjection of which to the lien of the [indenture](/usc/15/77ccc.md?p=7) is to be made the basis for the authentication and delivery of [indenture securities](/usc/15/77ccc.md?p=11), the withdrawal of cash constituting a part of the [trust](/usc/15/77b.md?p=a-2) estate, or the release of property or [securities](/usc/15/77b.md?p=a-1) subject to the lien of the [indenture](/usc/15/77ccc.md?p=7), and requiring further that if
    - (A) within six months prior to the date of acquisition thereof by such [obligor](/usc/15/77ccc.md?p=12), such property has been used or operated, by a [person](/usc/15/77b.md?p=a-2) or [persons](/usc/15/77b.md?p=a-2) other than such [obligor](/usc/15/77ccc.md?p=12), in a business similar to that in which it has been or is to be used or operated by such [obligor](/usc/15/77ccc.md?p=12), and
    - (B) the fair value to such [obligor](/usc/15/77ccc.md?p=12) 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](/usc/15/77ccc.md?p=11) 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](/usc/15/77ccc.md?p=11), shall cover the fair value to the [obligor](/usc/15/77ccc.md?p=12) of any property so used or operated which has been so subjected to the lien of the [indenture](/usc/15/77ccc.md?p=7) 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](/usc/15/77ccc.md?p=9) 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](/usc/15/77ccc.md?p=12) upon the [indenture securities](/usc/15/77ccc.md?p=11) who is duly authorized to make such certificate or opinion by the [obligor](/usc/15/77ccc.md?p=12) from time to time, except in cases in which this subsection requires that such certificate or opinion be made by an independent [person](/usc/15/77b.md?p=a-2). 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](/usc/15/77ccc.md?p=10) 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](/usc/15/77ccc.md?p=7) (other than certificates provided pursuant to [subsection (a)(4)](#a-4) of this section) shall include (1) a statement that the [person](/usc/15/77b.md?p=a-2) 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](/usc/15/77b.md?p=a-2), 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](/usc/15/77b.md?p=a-2), 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](/usc/15/77ccc.md?p=9) of provisions that the [obligor](/usc/15/77ccc.md?p=12) upon the [indenture securities](/usc/15/77ccc.md?p=11) shall furnish to the [indenture trustee](/usc/15/77ccc.md?p=10) any other evidence of compliance with the conditions and covenants provided for in the [indenture](/usc/15/77ccc.md?p=7) than the evidence specified in this section, or as preventing the inclusion of such provisions in such [indenture](/usc/15/77ccc.md?p=7), if the parties so agree.

## Source credit

(May 27, 1933, ch. 38, title III, § 314, as added Aug. 3, 1939, ch. 411, 53 Stat. 1167; amended Pub. L. 101–550, title IV, § 413, Nov. 15, 1990, 104 Stat. 2729.)

## Notes

### Editorial Notes

### Amendments

1990—Subsec. (a). Pub. L. 101–550, § 413(1)–(6), in introductory provision substituted “Each” for “The indenture to be qualified shall contain provisions requiring each” and inserted “shall” after “thereby” and in pars. (1) to (3) struck out “to” after the paragraph designation, and directed the addition of par. (4) at the end which was executed by inserting par. (4) after par. (3) to reflect the probable intent of Congress.

Subsec. (b). Pub. L. 101–550, § 413(7), (8), struck out “such indenture shall contain provisions requiring” before “the obligor” and substituted “securities shall furnish” for “securities to furnish”.

Subsec. (c). Pub. L. 101–550, § 413(9), (10), substituted “The obligor” for “The indenture to be qualified shall contain provisions requiring the obligor” and “securities shall furnish” for “securities to furnish”.

Subsec. (d). Pub. L. 101–550, § 413(11), (13), (14), substituted “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” for “such indenture shall contain provisions” in introductory provisions and “The indenture to be qualified shall automatically be deemed (unless it is expressly provided therein that such provision is excluded) to provide that” for “If the indenture to be qualified so provides,” and “duly authorized to make such certificate or opinion by the obligor from time to time” for “specified in the indenture” in penultimate sentence.

Subsec. (d)(1) to (3). Pub. L. 101–550, § 413(12), which directed that “requiring the obligor upon the indenture securities to furnish to the indenture trustee a certificate or opinion of an engineer, appraiser or other expert as to the fair value” be struck out after the paragraph designations in pars. (1) to (3), was executed by striking out “requiring the obligor upon the indenture securities to furnish to the indenture trustee a certificate or opinion of an engineer, appraiser, or other expert as to the fair value”, as the probable intent of Congress.

Subsec. (e). Pub. L. 101–550, § 413(15), inserted “(other than certificates provided pursuant to subsection (a)(4) of this section)” after “indenture”.

### Executive Documents

### Transfer of Functions

For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.