New Jersey § 52:18b-7

§ 52:18b-7.

a. (1) The corporation shall have power and is hereby authorized from time to time

to issue securities in such principal amount or amounts as the corporation shall determine

to be necessary to provide sufficient funds for achieving its authorized purposes,

consisting of the purchase of all or a portion of the State's tobacco receipts pursuant

to section 5 of this act and the payment of or provision for financing costs. (2) The issuance of securities shall be authorized by a corporation resolution. No corporation resolution authorizing the issuance of securities (including securities

issued to refund securities) pursuant to this act shall be adopted or otherwise made

effective without the approval in writing of the State Treasurer. Securities (including securities issued to refund securities) may be issued without

obtaining the consent of any department, division, commission, board, bureau or agency

of the State, other than the approval as required by this subsection, and without

any other proceedings or the occurrence of any other conditions or other things other

than those proceedings, conditions or things which are specifically required by this

act. Every issue of securities shall be special revenue obligations payable from and

secured by a pledge of encumbered tobacco revenues and other assets, including without

limitation those proceeds of such securities deposited in a reserve fund for the benefit

of the owners of the securities, earnings on funds of the corporation and such other

funds as may become available, upon such terms and conditions as approved by the State

Treasurer and as specified by the corporation in the corporation resolution pursuant

to which the securities are issued or in a related trust agreement or trust indenture. (3) The corporation shall issue securities to refund any securities by the issuance

of new securities, whenever it deems such refunding expedient, whether the securities

to be refunded have or have not matured, and to issue securities partly to refund

securities then outstanding and partly for any of its other authorized purposes. The refunding securities may be exchanged for the securities to be refunded or sold

and the proceeds applied to the purchase, redemption or payment of such securities. b. Each issue of securities shall be dated, shall bear interest (which, under the

code, may be includable in or excludable from the gross income of the owners for federal

income tax purposes) at such fixed or variable rates, payable at or prior to maturity,

and shall mature at such time or times, as may be determined by the corporation and

may be made redeemable before maturity, at the option of the corporation, at such

price or prices and under such terms and conditions as may be fixed by the corporation. The principal and interest of such securities may be made payable in any lawful

medium. The corporation shall determine the form of the securities, either coupon, registered

or book-entry form, and the manner of execution of the securities and shall fix the

denomination or denominations of the securities and the place or places of payment

of principal and interest thereof, which may be at any bank or trust company within

or without the State. If any officer whose signature or a facsimile thereof appears on any securities

or coupons shall cease to be such officer before the delivery of such securities,

such signature or facsimile shall nevertheless be valid and sufficient for all purposes

as if he or she had remained in office until such delivery. The securities may be issued in coupon or in registered form or both, as the corporation

may determine, and provisions may be made for the registration of any coupon securities

as to principal alone and as to both principal and interest and for the reconversion

of any securities registered as to both principal and interest into coupon securities. The corporation may also provide for temporary securities and for the replacement

of any security that shall become mutilated or shall be destroyed or lost. c. The corporation with the approval of the State Treasurer may sell such securities

in such manner, either at public or private sale and on either a competitive or negotiated

basis. The proceeds of such securities shall be disbursed for the purposes for which such

securities were issued as the act, the sale agreement and the corporation resolution

authorizing the issuance of such securities or the related trust agreement or trust

indenture may provide. d. Any pledge made by the corporation shall be valid and binding at the time the pledge

is made. The revenues, reserves or earnings so pledged or earnings on the investment thereof

shall immediately be subject to the lien of such pledge without any physical delivery

thereof or further act and the lien of any such pledge shall be valid and binding

as against all parties having claims of any kind in tort, contract or otherwise against

the corporation, irrespective of whether such parties have notice thereof. Notwithstanding any other provision of law to the contrary, neither the corporation

resolution nor any trust agreement or trust indenture or other instrument by which

a pledge is created or by which the corporation's interest in encumbered tobacco revenues,

reserves or earnings thereon is assigned need be filed or recorded in any public records

in order to protect the pledge thereof or perfect the lien thereof as against third

parties, except that a copy thereof shall be filed in the records of the corporation. e. Notwithstanding the provisions of any other law to the contrary, any securities

issued pursuant to this act shall be fully negotiable within the meaning and for all

purposes of Title 12A of the New Jersey Statutes, and each owner of such a security

or other obligation, or of any coupon appurtenant thereto, by accepting the security

or coupon shall be conclusively deemed to have agreed that the security or coupon

is and shall be fully negotiable within the meaning and for all purposes of Title

12A. f. In the discretion of the corporation, any securities and any ancillary facilities

may be secured by a trust agreement or trust indenture by and between the corporation

and the trustee thereunder, which may be any trust company or bank having the powers

of a trust company, whether located within or without the State. Such trust agreement or trust indenture or corporation resolution providing for

the issuance of such securities may provide for the creation and maintenance of such

reserves as the corporation shall determine to be proper and may include covenants

setting forth the duties of the corporation in relation to the securities, the ancillary

facilities, the income to the corporation, the sale agreement, the encumbered tobacco

revenues and residual interests. Such trust agreement or trust indenture or corporation resolution may contain provisions

respecting the custody, safeguarding and application of all moneys and securities

and may contain such provisions for protecting and enforcing the rights and remedies

(pursuant thereto and to the sale agreement) of the owners of the securities and benefitted

parties as may be reasonable and proper and not in violation of law. It shall be lawful for any bank or trust company incorporated under the laws of

the State which may act as depository of the proceeds of securities or of any other

funds or obligations received on behalf of the corporation to furnish such indemnifying

bonds or to pledge such obligations as may be required by the corporation. Any such trust agreement or trust indenture or corporation resolution may contain

such other provisions as the corporation may deem reasonable and proper for priorities

and subordination among the owners of the securities and benefitted parties. g. The corporation may enter into, amend or terminate, as it determines to be necessary

or appropriate, any ancillary facilities (1) to facilitate the issuance, sale, resale,

purchase, repurchase or payment of securities or the making or performance of swap

contracts, including without limitation bond insurance, letters of credit and liquidity

facilities or (2) to attempt to hedge risk or achieve a desirable effective interest

rate or cash flow. The determination of the corporation that an ancillary facility or the amendment

or termination thereof is necessary or appropriate as aforesaid shall be conclusive. Such ancillary facility shall be made upon the terms and conditions established

by the corporation, including without limitation provisions as to security, default,

termination, payment, remedy and consent to service of process. h. The corporation may enter into, amend or terminate any ancillary facility as it

determines to be necessary or appropriate to place the obligations or investments

of the corporation, as represented by the securities or the investment of their proceeds,

in whole or in part, on the interest rate, cash flow or other basis desired by the

corporation, which facility may include without limitation contracts commonly known

as interest rate swap agreements, and futures or contracts providing for payments

based on levels of, or changes in, interest rates. These contracts or arrangements may be entered into by the corporation in connection

with, or incidental to, entering into, or maintaining any (1) agreement which secures

securities of the corporation or (2) investment, or contract providing for investments,

of reserves or similar facility guaranteeing an investment rate for a period of years. The determination by the corporation that an ancillary facility or the amendment

or termination thereof is necessary or appropriate as aforesaid shall be conclusive. Any ancillary facility may contain such payment, security, default, remedy, termination

provisions and payments and other terms and conditions as determined by the corporation,

after giving due consideration to the creditworthiness of the counterparty or other

obligated party, including without limitation any rating by any nationally recognized

rating agency, and any other criteria as may be appropriate. i. Securities and ancillary facilities may contain a recital that they are issued

pursuant to this act, which recital shall be conclusive evidence of their validity,

the validity of any ancillary facility and the regularity of the proceedings relating

thereto. j. Neither the members of the corporation nor any other person executing the securities

or an ancillary facility shall be subject to any personal liability or accountability

by reason of the issuance or execution and delivery thereof.