THE COMMONWEALTH OF MASSACHUSETTS
In the Year One Thousand Nine Hundred and Ninety-three
AN ACT CREATING THE DEVENS ENTERPRISE COMMISSION
SECTION 4. Debt Obligation|
Said chapter two hundred and twelve of the acts of nineteen hundred and seventy-five is hereby further amended by adding after section eight D thereof the following new section:
"Section 8E. The Bank may provide by resolution for the issuance from time to time of debt obligations of the Bank for any of its corporate purposes, provided, however, that the Bank shall not issue debt obligations the principal amount of which, when added to the principal amount of debt obligations issued by the Bank and then outstanding, excluding debt obligations previously refunded or being or to be refunded thereby, shall not exceed two hundred and fifty million dollars, two hundred million dollars of which shall be for the exclusive use of the Devens project, so-called. All such debt obligations shall be negotiable for all purposes without regard to any other law, subject only to the provisions of any such debt obligations for registration: provided, however, that notwithstanding the provisions of any general or special law to the contrary, no debt obligations may be issued by the Bank for the purposes of the Devens project without (a) the prior approval of the General Court by a two-thirds majority pursuant to section three of article LXII of the Articles of Amendment to the constitution: (b) the prior approval of a Reuse Plan and Bylaws by the commissioner of the division of capital planning and operations and the directors of the Bank: and (c) the prior adoption of said Reuse Plan and Bylaws by the towns of Ayer, Harvard and Shirley. Debt obligations issued hereunder may be secured by the full faith and credit of the Bank, by a pledge of any revenues, receipts or other assets or funds of the Bank, by mortgages or other instruments covering all or any part of any and all real property of the Bank, including any additions, improvements, extensions to or enlargements of any real property thereafter made, or by anyone or more of the foregoing, all as may be determined by the Bank. Debt obligations may be dated, may bear interest at such rate or rates, including rates variable from time to time, may be payable in any domestic or foreign currency and at any domestic or foreign location and may mature or otherwise be payable at such time or times as may be provided for by the Bank, and may be made redeemable or determinable prior to maturity at the option of the Bank or the holder thereof at such price or prices and under such terms and conditions as may be fixed by the Bank. The Bank shall determine the form of debt obligations and the manner of execution, denomination or denominations and place or places of payment thereof. In case any officer whose signature or a facsimile of whose signature shall appear on any debt obligations shall cease to be such officer before the delivery thereof, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes as if such officer had remained in office until after such delivery. The Bank may provide for the authentication of debt obligations by a trustee, fiscal agent, registrar or transfer agent. The Bank may by resolution delegate to the executive director or any member or members of the board of directors of the Bank, or any combination of them, the power to determine any of the matters set forth in this section. In the discretion of the Bank, debt obligations of the Bank may be issued with such terms as will cause the interest thereon to be subject to federal income taxation. The Bank may sell its debt obligations in such manner, either at public or private sale, for such price, at such rate or rates of interest, or at discount in lieu of interest, as it determines will best effectuate its corporate purposes. In the discretion of the Bank, any debt obligations issued hereunder may be secured by a resolution of the Bank or by a trust agreement between the Bank and a corporate trustee, which may be any trust company or bank having the powers of a trust company within or without the commonwealth, and any such trust agreement shall be in such form and executed in such manner as may be determined by the Bank. Such trust agreement or resolution may pledge or assign, in whole or in part, any revenues and funds held or to be received, and any mortgages or other loan collateral held or to be acquired, by the Bank and any contract or other rights to receive the same, whether then existing or thereafter coming into existence and whether then held or thereafter acquired by the Bank, and the proceeds thereof.
Such trust agreement or resolution may contain such provisions for protecting and enforcing the rights, security and remedies of holders of debt obligations as may be reasonable and proper, including, without limiting the generality of the foregoing, provisions defining defaults and providing for remedies in the event thereof which may include the acceleration of maturities, restrictions on individual right of action by holders of debt obligations and covenants setting forth duties of and limitations on the Bank in relation to the conduct of its programs and the management of its property, the custody, safeguarding, investment and application of moneys, the issuance of additional or refunding debt obligations, the establishment of reserves and the making and amending of contracts. In addition to other security provided herein or otherwise by law, debt obligations issued by the Bank may be secured, in whole or in part, by financial guaranties, by insurance or by letters of credit issued to the Bank, or a trustee, or any other person by any bank, trust company, insurance or surety company or other financial institution, within or without the commonwealth, and the Bank may pledge or assign, in whole or in part, any revenues and funds held or to be received, and any mortgages or other loan collateral held or to be acquired, by the Bank and any contract or other rights to receive the same, whether then existing or thereafter coming into existence and whether then held or thereafter acquired by the Bank, and the proceeds thereof, as security for such guaranties or insurance or for the reimbursement by the Bank to the issuer of any such letter of credit of any payments made under such letter of credit. It shall be lawful for any bank or trust company to act as a depository or trustee of the proceeds of debt obligations, revenues or other moneys under any such trust agreement or resolution and to furnish such indemnification or to pledge such securities and issue such letters of credit as may be required by the Bank. Any such trust agreement or resolution may set forth the rights and remedies of holders of debt obligations and of the trustee and may restrict the individual right of action by holders of debt obligations. Any pledge of revenues or other property made by the Bank under the provisions of this act, including, without limitation, any pledge by the Bank of its rights to receive payments of any kind from or for the account of mortgagors under mortgages, participations therein or subsidy, guaranty, insurance or other contracts relating thereto, and of its revenues and other property, and of the mortgages, notes, such participations, such subsidy, guaranty, insurance or other contracts or other collateral, and of the proceeds of any or all thereof, shall be valid and binding and shall be deemed continuously perfected for the purposes of the Uniform commercial Code and other laws from the time when such pledge is made. The revenues, moneys, property, rights and proceeds so pledged and then held or thereafter acquired or received by the Bank shall immediately be subject to the lien of such pledge without any physical delivery or segregation thereof or further act, and the lien of any such pledge shall be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Bank, regardless of whether such parties have notice thereof. Neither the resolution, any trust agreement nor any other agreement by which a pledge is created need be filed or recorded except in the records of the Bank, and no filing need be made under the Uniform commercial Code or any other law. Any holder of a debt obligation issued by the Bank under the provisions of this act and any trustee under a trust agreement or resolution securing the same, except to the extent the rights herein given may be restricted by such trust agreement or resolution, may bring suit upon the debt obligations and may, either at law or in equity, by suit, action, mandamus or other proceeding for legal or equitable relief, including proceedings for the appointment of a receiver to take possession and control of the business and properties of the Bank, to operate and maintain the same, to make any necessary repair, renewals and replacements in respect thereof and to fix, revise and collect fees and charges, protect and enforce any and all rights under the laws of the commonwealth or granted hereunder or under such trust agreement, resolution or other agreement and may enforce and compel the performance of all duties required by this act or by such trust agreement or resolution to be performed by the Bank or by any officer thereof. Debt obligations issued by the Bank under this act are hereby made securities in which all public officers and public bodies of the commonwealth and its political subdivisions, all insurance companies, trust companies in their commercial departments, savings banks, cooperative banks, banking associations, investment companies, executors, administrators, trustees and other fiduciaries may properly and legally invest funds, including capital in their control or belonging to them. Such debt obligations are hereby made securities which may properly and legally be deposited with and received by any Commonwealth or municipal officer or any agency or political subdivision of the commonwealth for any purpose for which the deposit of bonds or obligations of the Commonwealth is now or may hereafter be authorized by law. Debt obligations issued by the Bank under the provisions of this act shall not be deemed to be a debt or a pledge of the faith and credit of the Commonwealth, except to the extent provided pursuant to the provisions of section eight B of this act, but, except as aforesaid, shall be payable solely from the funds of the Bank from which they are made payable pursuant to the provisions of this act. All debt obligations issued by the Bank under the provisions of this act, their transfer and the income therefrom, including any profit made on the sale thereof, shall at all times be free from taxation of every kind by the Commonwealth and by the cities, towns and other political subdivisions in the Commonwealth.
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