2010 Tennessee Code
Title 49 - Education
Chapter 3 - Finances
Part 12 - Tennessee State School Bond Authority Act
49-3-1207 - Issuance of bonds and notes.

49-3-1207. Issuance of bonds and notes.

(a)  (1)  Subject to this part, the authority shall have power and is authorized from time to time to issue its negotiable bonds and notes in such principal amount, as, in the opinion of the authority, is necessary to provide sufficient funds for achieving its corporate purposes, including the financing of projects, the financing of school credit bond projects, the payment of interest on bonds and notes of the authority, the establishment of reserves to secure the bonds and notes and all other expenditures of the authority incident to and necessary or convenient to carry out its corporate purposes and powers.

     (2)  The authority shall have the power, from time to time, to issue renewal notes, to issue bonds to pay notes and, whenever it deems refunding expedient, to refund any bonds by the issuance of new bonds, whether the bonds to be refunded have or have not matured, and to issue bonds partly to refund bonds then outstanding and partly for any other purpose. The refunding bonds shall be sold and the proceeds applied to the purchase, redemption or payment of the bonds to be refunded.

     (3)  Except as may otherwise be expressly provided by the authority, every issue of its notes or bonds shall be general obligations of the authority payable out of any revenues or moneys of the authority, subject only to any agreements with the holders of particular notes or bonds pledging any particular receipts or revenues.

     (4)  Whether or not the notes or bonds are of such form and character as to be negotiable instruments under the Uniform Commercial Code, compiled in title 47, chapters 1-9, the notes or bonds shall be and are made negotiable instruments within the meaning of and for all the purposes of the Uniform Commercial Code, compiled in title 47, chapters 1-9, subject only to the provisions of the notes or bonds for registration.

(b)  (1)  The notes and bonds shall be authorized by resolution of the members, shall bear such date or dates, and shall mature at such time or times, in the case of any such note, or any renewals of the note, not exceeding eight (8) years, from the date of issue of the original note, and in the case of any such bond not exceeding fifty (50) years from the date of issue, as the resolution or resolutions may provide.

     (2)  The notes and bonds shall bear interest at such rate or rates,  including at a zero (0) rate, be in such denominations, be in such form, either coupon or registered, carry such registration privileges, be executed in such manner, be payable in such medium of payment, at such place or places and be subject to such terms of redemption as such resolution or resolutions may provide.

     (3)  The notes and bonds of the authority may be sold by the authority, at public or private sale, at such price or prices as the authority shall determine.

(c)  If the board has entered into a project financing agreement with the authority containing an agreement pursuant to § 49-3-1206(b)(2) to deduct from amounts appropriated by the general assembly for the operation and maintenance of the institution and pay to the authority the amount required to make the board current with respect to unpaid fees and charges, and has failed to pay fees and charges to the authority when due, then the commissioner of finance and administration, after notice from the authority of such event, shall deduct from the amounts appropriated by the general assembly for the operation and maintenance of the institution the amount required to make the board current with respect to the unpaid fees and charges due the authority under the project financing agreement and pay such amount to the authority.

(d)  Any resolution or resolutions authorizing any notes or bonds or any issue of notes or bonds may contain provisions, which shall be a part of the contract with the holders of the notes or bonds, as to:

     (1)  Pledging all or any part of the fees and charges made or received by the authority, and other moneys received or to be received, to secure the payment of the notes or bonds or of any issue of the notes or bonds, subject to such agreements with bondholders or noteholders as may then exist;

     (2)  Pledging all or any part of the assets of the authority to secure the payment of the notes or bonds or of any issue of the notes or bonds, subject to such agreements with noteholders or bondholders as may then exist;

     (3)  The setting aside of reserves or sinking funds and the regulation and disposition of the reserves or sinking funds;

     (4)  Limitations on the purpose to which the proceeds of sale of notes or bonds may be applied and pledging the proceeds to secure the payment of the notes or bonds or of any issue of the notes or bonds;

     (5)  Limitations on:

          (A)  The issuance of additional notes or bonds;

          (B)  The terms upon which additional notes or bonds may be issued and secured; and

          (C)  The refunding of outstanding or other notes or bonds;

     (6)  The procedure, if any, by which the terms of any contract with noteholders or bondholders may be amended or abrogated, the amount of notes or bonds the holders of which must consent to the amendment or abrogation, and the manner in which consent may be given;

     (7)  Limitations on the amount of moneys to be expended by the authority for operating, administrative or other expenses of the authority;

     (8)  Vesting in a trustee or trustees such property, rights, powers and duties in trust as the authority may determine, which may include any or all of the rights, powers and duties of the trustee appointed by the bondholders pursuant to this part, and limiting or abrogating the right of the bondholders to appoint a trustee under this part or limiting the rights, powers and duties of the trustee; or

     (9)  Any other matters, of like or different character, that in any way affect the security or protection of the notes or bonds.

(e)  (1)  It is the intention of this section that:  

          (A)  Any pledge made by the authority shall be valid and binding from the time the pledge is made;

          (B)  The moneys or property so pledged and thereafter received by the authority shall immediately be subject to the lien of the pledge without any physical delivery thereof or further act; and

          (C)  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 authority, regardless of whether the parties have notice thereof.

     (2)  Neither the resolution nor any other instrument by which a pledge is created need be recorded.

(f)  Neither the members of the authority nor any person executing the notes or bonds shall be liable personally on the notes or bonds or be subject to any personal liability or accountability by reason of the issuance of the notes or bonds.

(g)  The authority, subject to such agreements with noteholders or bondholders as may then exist, shall have power, out of any funds available for the purchase of the notes or bonds, to purchase notes or bonds of the authority, which shall thereupon be cancelled, at a price not exceeding:

     (1)  If the notes or bonds are then redeemable, the redemption price then applicable plus accrued interest to the next interest payment date on the notes or bonds; or

     (2)  If the notes or bonds are not then redeemable, the redemption price applicable on the first date after such purchase upon which the notes or bonds become subject to redemption plus accrued interest to such date.

(h)  The state shall not be liable on notes or bonds of the authority and the notes and bonds shall not be a debt of the state; and the notes and bonds shall contain on the face of the notes and bonds a statement to that effect.

(i)  Bonds or notes issued pursuant to this part to provide funds to make educational loans may be issued in a principal amount not to exceed five million dollars ($5,000,000) and shall be issued and secured separate and apart from any bonds or notes of the authority issued pursuant to this part to provide funds to finance other projects for institutions.

(j)  (1)  The state does pledge to and agree with the holders of any notes or bonds issued under this part that the state will not limit or alter the rights vested in the authority to fulfill the terms of any agreements made with the holders of the notes or bonds, or in any way impair the rights and remedies of the holders until the notes or bonds, together with the interest on the notes or bonds, with interest on any unpaid installments of interest, and all costs and expenses in connection with any action or proceeding by or on behalf of the holders, are fully met and discharged.

     (2)  The authority is authorized to include this pledge and agreement of the state in any agreement with the holders of the notes or bonds.

(k)  For the enforcement of any loan agreement, the authority shall have all remedies provided to bondholders pursuant to § 9-21-216 with respect to the local governments as defined by § 49-3-1202.

(l)  With respect to all or any portion of any issue of bonds issued or anticipated to be issued under this part, the authority may authorize and enter into interest rate swap or exchange agreements, agreements establishing interest rate floors or ceilings or both, and other interest rate hedging agreements and options in respect to the bonds, from time to time and under such terms and conditions as the authority may determine, including, without limitation, provisions permitting the authority to pay to or receive from any person or entity for any loss of benefits under the agreement upon early termination of the agreement or default under the agreement.

(m)  The authority may enter into an agreement to sell its bonds under this part providing for delivery of its bonds not more than five (5) years, or such greater period of time if approved by the comptroller of the treasury, from the date of execution of the agreement or in the case of refunding bonds the earlier of the first date on which the bonds being refunded can be optionally redeemed resulting in cost savings or be optionally redeemed at par.

[Acts 1965, ch. 256, §§ 7, 8; 1975, ch. 124, § 1; 1980, ch. 711, § 12; 1983, ch. 338, § 4; T.C.A., §§ 49-3518, 49-3519; Acts 1998, ch. 665, § 1; 1999, ch. 429, §§ 6, 7; 2009, ch. 601, §§ 6, 7.]