West Virginia Code § 4-11A-13

Authorization of bonds of the authority
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(a) The authority may issue bonds in more than one series and, if bonds are issued, shall use
the net proceeds to purchase the state's share pursuant to the sales agreement to be applied
as set forth in section twelve of this article. In connection with the issuance of bonds and
subject to the terms of the sales agreement, the authority shall determine the terms and
other details of the financing. Bonds issued pursuant to this section may be esecured by a
pledge of the state's share purchased by the authority. The authority may also issue
refunding bonds, including advance refunding bonds, for the purpose orf refunding previously
issued bonds, and may issue other types of bonds, notes or other debt obligations and
financing arrangements necessary to fulfill its purposes or the purposes of this article.
(b) The authority may issue its bonds in principal amounts wthich, in the opinion of the
authority, are necessary to provide sufficient funds for achievement of its purposes, the
payment of interest on its bonds, the establishment of reserves to secure the bonds, the
costs of issuance of its bonds and all other expenditures of the authority incident to and
necessary to carry out its purposes or powers. The bonds are investment securities and
negotiable instruments within the meaning ofs and for the purposes of article eight, chapter
forty-six of this code, subject only to the provisions of the notes or bonds for registration,
unless otherwise provided by resolution of the authority.
(c) Bonds issued by the authority are payable solely and only out of the moneys, assets or
revenues pledged by the authoerity and are not a general obligation or indebtedness of the
authority or an obligation or indebtedness of the state or any subdivision of the state. The
authority shall not pledgLe the credit or taxing power of the state or any political subdivision
of the state, or create a debt or obligation of the state, or make its debts payable out of any
moneys except those of the authority.
(d) Bonds of the authority shall state on their face that they are payable both as to principal
and interest solely out of the assets of the authority pledged for their purpose and do not
conWstitute an indebtedness of the state or any political subdivision of the state; are secured
solely by and payable solely from assets of the authority pledged for such purpose; constitute
neither a general, legal nor moral obligation of the state or any of its political subdivisions;
and that the state has no obligation or intention to satisfy any deficiency or default of any
payment of the bonds.
(e) Any amount pledged by the authority to be received under any sales agreement is valid
and binding at the time the pledge is made. Amounts pledged and then or thereafter
received by the authority are immediately subject to the lien of the pledge without any
physical delivery thereof or further act. The lien of any pledge is valid and binding as against
all parties having claims of any kind against the authority whether the parties have notice of
the lien or not. Notwithstanding any other provision of law, the pledge is not subject to
article nine, chapter forty-six of this code. Notwithstanding any other provision to the
contrary, the resolution of the authority or any other instrument by which a pledge is
created need not be recorded or filed to perfect the pledge.
(f) The proceeds of bonds issued by the authority may be invested in any security or
obligation approved by the board and specified in the trust indenture or resolution pursuant
to which the bonds must be issued, notwithstanding any other provision to the contrary
provided that any sales proceeds derived from tax exempt bonds are invested in a manner
prescribed by the board so as to maintain the tax exempt status of the bonds.
(g) The exercise of the powers granted to the authority by this article will bee in all respects
an essential governmental function and for the benefit of the people of the state and is a
public purpose. The authority, its property, income and all bonds and arll interest and income
thereon are exempt from all taxation by this state and any county, municipality, political
subdivision or agency thereof.
(h) Bonds of the authority shall comply with all of the followitng:
(1) The bonds may be issued in one or more series anda shall be in a form, issued in
denominations, carry such registration privileges and payable over terms and with rights of
redemption as the board prescribes in the trust indlenture or resolution authorizing their
issuance; s
(2) The bonds shall be fully negotiable instiruments under the laws of this state and may be
sold at prices, at public or private sagle, and in a manner as prescribed by the board; and
(3) The bonds are subject to the terms, conditions and covenants providing for the payment
of the principal, redemption premiums, if any, interest which may be fixed or variable,
including, but not limited to, zero coupon bonds and capital appreciation bonds, during any
period the bonds are outstanding, and other terms, conditions, covenants and protective
provisions safeguarding payment as determined by the trust indenture or resolution of the
board authorizing their issuance.
(i) The bonds issued under this article are securities in which insurance companies and
associations and other persons engaged in the business of insurance; banks, trust
companies, savings associations, savings and loan associations and investment companies;
administrators, guardians, executors, trustees and other fiduciaries; and other persons
authorized to invest in bonds or other obligations of the state may properly and legally invest
funds, including capital, in their control or belonging to them.
(j) Bonds must be authorized by a resolution of the board. A resolution authorizing the
issuance of bonds may delegate to an officer of the authority the power to negotiate and fix
the details of an issue of bonds and of their sale by an appropriate certificate of the
authorized officer or by execution and delivery of a trust indenture or bond purchase
agreement. The bonds and notes shall be executed by the chairperson and secretary of the
authority, both of whom may use facsimile signatures. In case any officer whose signature,
or a facsimile of whose signature, appears on any bonds or notes ceases to be an officer
before delivery of the bonds or notes, the signature or facsimile is nevertheless sufficient for
all purposes the same as if he or she had remained in office until the delivery.
(k) The authority may issue one or more series of bonds at any time or times so that interest
on the bonds may be or remain exempt from federal taxation or to comply with the purposes
specified in this article: Provided, That the state shall covenant and agree to invest any funds
received from the sales agreement which were derived from tax exempt bonds issued by the
authority in a manner prescribed from the authority.
(l) In connection with the issuance of any bonds authorized and issued pursueant to this
section, and in addition to the funds and accounts established elsewhere in this article, the
board may, under the trust indenture or resolution pursuant to which trhe bonds are issued,
establish any other accounts, subaccounts or reserves determined necessary by the board.
(m) While bonds of the authority are outstanding, the state shall not agree to any
amendment of the master settlement agreement, the qualifyting statute, the complementary
legislation, this article or the sales agreement that materially and adversely affects the
authority's ability or rights to receive the state's share that has been sold to the authority or
the authority's rights and powers under this article and the sales agreement. The provision
of this section shall be part of the contractual obligation owed to the holders of the
authority's bonds. s

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