Okla. Stat. tit. 70, § 70-3980.7

resolutions - Bonds deemed negotiable instruments.

A. An authorized issuer shall have the power and is hereby

authorized to borrow money and to issue bonds in such principal

amounts as the authorized issuer determines shall be necessary to

provide sufficient funds for:

1. The providing of financing for all or any part of any

projects of the Regents as authorized under this act;

2. The payment of principal and interest on bonds of the

authorized issuer;

3. The establishment of reserves to secure the bonds; and

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4. All other expenditures of the authorized issuer incident to

and necessary or convenient to carry out its purposes and powers,

including the payment of any credit enhancement fees and costs of

issuance incurred in connection with the issuance of bonds. The

authorized issuer shall have the power to make expenditures for

purposes of insuring and securing holders of bonds as provided in

this act.

B. The authorized issuer shall have the power to refund any

bonds and any bonds, notes or other obligations heretofore or

hereafter issued by any other issuer of bonds in the state if the

authorized issuer is authorized hereunder to issue bonds for the

purpose the refunded bonds were issued 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 of its corporate purposes. Refunding bonds may be issued in

such amount as the authorized issuer may determine, but not

exceeding an amount sufficient to refund the principal amount of the

bonds or notes to be refunded, together with any unpaid interest

accrued and to accrue thereon and any premiums, expenses and

commissions incurred in connection with the issuance of such

refunding bonds and any reserve established in connection with the

issuance of such refunding bonds. The refunding bonds may be sold

and the proceeds applied to the purchase, redemption, or payment of

the bonds to be refunded or exchanged for the bonds to be refunded,

all as determined by the authorized issuer.

C. All bonds of the authorized issuer issued pursuant to this

section shall be special and limited obligations of the authorized

issuer, secured and payable solely out of the revenues and receipts,

excluding appropriations from tax receipts, derived pursuant to a

financing agreement, but in no case shall such obligations be

general obligations of the State of Oklahoma.

D. The bonds shall be authorized by resolution or resolutions

of the authorized issuer, shall be dated such date or dates, and

shall mature at such time or times as such resolution or resolutions

may provide. The bonds shall bear interest at such rate or rates or

contain terms providing for the means of determining such rate or

rates, including variations in such rates, be in such denomination,

be in such form, either coupon or registered, or in book-entry form,

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 term of redemption, including redemptions prior to

maturity, as such resolution or resolutions may provide. The bonds

of the authorized issuer may be sold by the authorized issuer at

public or private sale, and at the price or prices as the authorized

issuer shall determine.

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E. Any resolution or resolutions authorizing any bonds or any

issue thereof may contain provisions, which shall be a part of the

contract or contracts with the owners thereof, as to:

1. Pledging all or any part of the revenues to secure the

payment of the bonds or of any issue thereof, subject to such

agreements with bondowners as may then exist;

2. Pledging all or any part of the assets of the authorized

issuer, including mortgages and obligations securing the same, to
contain provisions, which shall be a part of the

contract or contracts with the owners thereof, as to:

1. Pledging all or any part of the revenues to secure the

payment of the bonds or of any issue thereof, subject to such

agreements with bondowners as may then exist;

2. Pledging all or any part of the assets of the authorized

issuer, including mortgages and obligations securing the same, to

secure the payment of the bonds or of any issue of bonds, subject to

the agreements with bondowners as may then exist;

3. The use and disposition of the gross income from assets of

any type owned by the authorized issuer and payment of principal of

assets of any type owned by the authorized issuer;

4. The setting aside of reserves or sinking funds and the

regulations and disposition thereof;

5. Limitations on the purpose to which the proceeds of sale of

bonds may be applied and pledging the proceeds to secure the payment

of the bonds;

6. Limitations on the issuance of additional bonds, the terms

upon which additional bonds may be issued and secured, and the

refunding of outstanding or other bonds;

7. The procedure, if any, by which the terms of any contract

with bondowners may be amended or abrogated, the amount of bonds the

owners of which must consent thereto, and the manner in which the

consent may be given;

8. Vesting in a trustee such property, rights, powers and

duties in trust as the authorized issuer may determine, which may

include any or all of the rights, powers, and duties of the trustee

appointed by the bondowners pursuant to this act and limiting or

abrogating the right of bondowners to appoint a trustee under this

act or limiting the rights, powers, and duties of the trustee;

9. Defining the acts or omissions to act which shall constitute

a default in the obligations and duties of the authorized issuer to

the owners of the bonds and providing for the rights and remedies of

the owners of the bonds in the event of default, including as a

matter of right the appointment of a receiver; but the rights and

remedies shall not be inconsistent with the general laws of the

state and other provisions of this act; and

10. Any other matters, of like or different character, which in

any way affect the security or protection of the owners of the

bonds.

F. Any pledge made by the authorized issuer shall be valid and

binding from the time when the pledge is made. The revenues,

monies, or property so pledged and thereafter received by the

authorized issuer 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

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

against the authorized issuer, irrespective of trust indenture

whether the parties have notice thereof. Neither the resolution,

trust indenture nor any other instrument by which a pledge is

created need be recorded.

G. Bonds of the authorized issuer may be secured by resolution

of the authorized issuer or a trust indenture or similar document by

and between the authorized issuer and a corporate trustee, which may

be any bank having the power of a trust company or any trust company

as provided by law. Such resolution, trust indenture or similar

document may contain such provisions for protecting and enforcing

the rights and remedies of the bondowners as may be reasonable and

proper and not in violation of law, including covenants setting

forth the duties of the authorized issuer in relation to the

exercise of its corporate powers and the custody, safeguarding and

application of all monies. The authorized issuer may provide by the

resolution or trust indenture for the payment of the proceeds of the

bonds and the revenues to the trustee under the trust indenture or

other depository, and for the method of disbursement thereof, with
th the duties of the authorized issuer in relation to the

exercise of its corporate powers and the custody, safeguarding and

application of all monies. The authorized issuer may provide by the

resolution or trust indenture for the payment of the proceeds of the

bonds and the revenues to the trustee under the trust indenture or

other depository, and for the method of disbursement thereof, with

such safeguards and restrictions as it may determine.

H. Whether or not the bonds are of the form and character as to

be negotiable instruments under the terms of the Uniform Commercial

Code, the bonds are hereby made negotiable instruments within the

meaning of and for all the purposes of the Uniform Commercial Code,

subject only to the provisions of the bonds relating to

registration.

I. In the event that any of the members or officers of the

authorized issuer shall cease to be members or officers of the

authorized issuer prior to the delivery of any bonds or coupons

signed by them, their signatures or facsimiles thereof shall

nevertheless be valid and sufficient for all purposes, the same as

if such members or officers had remained in office until such

delivery.

J. Neither the members of the authorized issuer nor any other

person executing the bonds issued under this act shall be subject to

personal liability or accountability by reason of the issuance

thereof.

K. The authorized issuer shall have the power to provide for

the replacement of lost, destroyed, or mutilated bonds.

L. Except as otherwise provided by this act, bonds issued

pursuant to the provisions of this act shall never constitute an

indebtedness of the state within the meaning of any state

constitutional provision or statutory limitation, but such bonds

shall be indebtedness payable solely from sources indicated on the

bond documents, and shall never constitute nor give rise to a

pecuniary liability of this state or a charge against the general

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credit of the state or taxing powers of the state, and such fact

shall be plainly stated on the face of each bond.