Legislation
SECTION 6
Bonds and notes of the agency
NYS Project Finance Agency Act 7/75 (NYP) CHAPTER 7
§ 6. Bonds and notes of the agency.
1. (a) The agency shall have power and is hereby authorized from time
to time to issue its negotiable or non-negotiable bonds and notes in
such principal amount as, in the opinion of the agency, shall be
necessary to provide sufficient funds for achieving its corporate
purposes, including the making of eligible purchases and eligible loans,
the payment of interest on bonds and notes of the agency, establishment
of reserves to secure such bonds and notes, and all other expenditures
of the agency incident to and necessary or convenient to carry out its
corporate purposes and powers;
(b) The agency shall have 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;
(c) Except as may otherwise be expressly provided by the agency, every
issue of its notes or bonds shall be general obligations of the agency
payable out of any revenues or monies of the agency, subject only to any
agreements with the holders of particular notes or bonds pledging any
particular receipts or revenues or other property.
2. 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 thereof, not
exceeding ten years from the date of issue of such original note, and in
the case of any such bond not exceeding fifty years from the date of
issue, as such resolution or resolutions may provide. The notes and
bonds shall bear interest at such rates, 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. The notes and
bonds of the agency may be sold by the agency, at public or private
sale, at such price or prices as the agency shall determine. No notes or
bonds of the agency may be sold by the agency at private sale, however,
unless such sale and the terms thereof have been approved in writing by
(a) the comptroller, where such sale is not to the comptroller, or (b)
the director of the budget, where such sale is to the comptroller.
3. Any resolution or resolutions authorizing any notes or bonds or any
issue thereof may contain provisions, which shall be a part of the
contract with the holders thereof, as to:
(a) pledging all or any part of the fees and charges made or received
by the agency, and all or any part of the payments to be received in
respect of corporation first mortgages purchased by the agency or in
respect of eligible loans, and any amounts realized on account of the
corporation first mortgages and other assets or revenues pledged or
assigned as security for such eligible loans, and other monies received
or to be received, to secure the payment of bonds or notes or of any
issue thereof, subject to such agreements with bondholders or
noteholders as may then exist;
(b) pledging all or any part of the assets or revenues of the agency,
including mortgages and other obligations, owned by or pledged or
assigned to the agency, to secure the payment of the bonds or notes,
subject to such agreements with bondholders or noteholders as may then
exist;
(c) the use and disposition of payments received on account of
mortgages and other obligations owned by or pledged or assigned to the
agency;
(d) the setting aside of reserves or sinking funds and the regulation
and disposition thereof;
(e) limitations on the purpose to which the proceeds of sale of notes
or bonds may be applied and pledging such proceeds to secure the payment
of the notes or bonds or of any issue thereof;
(f) limitations on the issuance of additional notes or bonds; the
terms upon which additional notes or bonds may be issued and secured;
the refunding of outstanding or other notes or bonds;
(g) 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 thereto, and the manner
in which such consent may be given;
(h) limitations on the amount of monies to be expended by the agency
for operating, administrative or other expenses of the agency;
(i) vesting in a trustee or trustees or an agent or agents, for
bondholders or noteholders, such property, rights, powers and duties in
trust or as security as the agency may determine, which may, but not by
way of limitation, include any or all of the rights, powers and duties
of the trustee which may be appointed by bondholders or noteholders
pursuant to section thirteen of this act, and limiting or abrogating the
applicability of section thirteen of this act to the affected bonds or
notes, the holders thereof or any trustee or agent for such holders;
(j) any other matters, of like or different character, which in any
way affect the security or protection of the notes and bonds.
4. It is the intention hereof that any pledge or assignment for
security made by the agency shall be valid and binding from the time
when the same is made; that the monies or property so pledged or
assigned and then held or thereafter received by the agency shall
immediately be subject to the lien or security interest of such pledge
or assignment without any physical delivery thereof or further act; and
that the lien or security interest of any such pledge or assignment
shall be valid and binding as against all parties having claims of any
kind in tort, contract or otherwise against the agency, irrespective of
whether such parties have notice thereof. Neither the resolution nor any
other instrument by which any such pledge or assignment is created need
be recorded, and no filing with respect to such pledge or assignment
need be made under the uniform commercial code.
5. Neither the members of the agency 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 thereof.
6. The agency, subject to such agreements with noteholders and
bondholders as may then exist, shall have power out of any funds
available therefor to purchase notes or bonds of the agency, which shall
thereupon be cancelled, at a price not exceeding (a) if the notes or
bonds are then redeemable, the redemption price then applicable plus
accrued interest to the next interest payment date thereon, or (b) 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.
7. The state shall not be liable on notes or bonds of the agency and
such notes and bonds shall not be a debt of the state, and such notes
and bonds shall contain on the face thereof a statement to such effect.
1. (a) The agency shall have power and is hereby authorized from time
to time to issue its negotiable or non-negotiable bonds and notes in
such principal amount as, in the opinion of the agency, shall be
necessary to provide sufficient funds for achieving its corporate
purposes, including the making of eligible purchases and eligible loans,
the payment of interest on bonds and notes of the agency, establishment
of reserves to secure such bonds and notes, and all other expenditures
of the agency incident to and necessary or convenient to carry out its
corporate purposes and powers;
(b) The agency shall have 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;
(c) Except as may otherwise be expressly provided by the agency, every
issue of its notes or bonds shall be general obligations of the agency
payable out of any revenues or monies of the agency, subject only to any
agreements with the holders of particular notes or bonds pledging any
particular receipts or revenues or other property.
2. 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 thereof, not
exceeding ten years from the date of issue of such original note, and in
the case of any such bond not exceeding fifty years from the date of
issue, as such resolution or resolutions may provide. The notes and
bonds shall bear interest at such rates, 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. The notes and
bonds of the agency may be sold by the agency, at public or private
sale, at such price or prices as the agency shall determine. No notes or
bonds of the agency may be sold by the agency at private sale, however,
unless such sale and the terms thereof have been approved in writing by
(a) the comptroller, where such sale is not to the comptroller, or (b)
the director of the budget, where such sale is to the comptroller.
3. Any resolution or resolutions authorizing any notes or bonds or any
issue thereof may contain provisions, which shall be a part of the
contract with the holders thereof, as to:
(a) pledging all or any part of the fees and charges made or received
by the agency, and all or any part of the payments to be received in
respect of corporation first mortgages purchased by the agency or in
respect of eligible loans, and any amounts realized on account of the
corporation first mortgages and other assets or revenues pledged or
assigned as security for such eligible loans, and other monies received
or to be received, to secure the payment of bonds or notes or of any
issue thereof, subject to such agreements with bondholders or
noteholders as may then exist;
(b) pledging all or any part of the assets or revenues of the agency,
including mortgages and other obligations, owned by or pledged or
assigned to the agency, to secure the payment of the bonds or notes,
subject to such agreements with bondholders or noteholders as may then
exist;
(c) the use and disposition of payments received on account of
mortgages and other obligations owned by or pledged or assigned to the
agency;
(d) the setting aside of reserves or sinking funds and the regulation
and disposition thereof;
(e) limitations on the purpose to which the proceeds of sale of notes
or bonds may be applied and pledging such proceeds to secure the payment
of the notes or bonds or of any issue thereof;
(f) limitations on the issuance of additional notes or bonds; the
terms upon which additional notes or bonds may be issued and secured;
the refunding of outstanding or other notes or bonds;
(g) 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 thereto, and the manner
in which such consent may be given;
(h) limitations on the amount of monies to be expended by the agency
for operating, administrative or other expenses of the agency;
(i) vesting in a trustee or trustees or an agent or agents, for
bondholders or noteholders, such property, rights, powers and duties in
trust or as security as the agency may determine, which may, but not by
way of limitation, include any or all of the rights, powers and duties
of the trustee which may be appointed by bondholders or noteholders
pursuant to section thirteen of this act, and limiting or abrogating the
applicability of section thirteen of this act to the affected bonds or
notes, the holders thereof or any trustee or agent for such holders;
(j) any other matters, of like or different character, which in any
way affect the security or protection of the notes and bonds.
4. It is the intention hereof that any pledge or assignment for
security made by the agency shall be valid and binding from the time
when the same is made; that the monies or property so pledged or
assigned and then held or thereafter received by the agency shall
immediately be subject to the lien or security interest of such pledge
or assignment without any physical delivery thereof or further act; and
that the lien or security interest of any such pledge or assignment
shall be valid and binding as against all parties having claims of any
kind in tort, contract or otherwise against the agency, irrespective of
whether such parties have notice thereof. Neither the resolution nor any
other instrument by which any such pledge or assignment is created need
be recorded, and no filing with respect to such pledge or assignment
need be made under the uniform commercial code.
5. Neither the members of the agency 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 thereof.
6. The agency, subject to such agreements with noteholders and
bondholders as may then exist, shall have power out of any funds
available therefor to purchase notes or bonds of the agency, which shall
thereupon be cancelled, at a price not exceeding (a) if the notes or
bonds are then redeemable, the redemption price then applicable plus
accrued interest to the next interest payment date thereon, or (b) 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.
7. The state shall not be liable on notes or bonds of the agency and
such notes and bonds shall not be a debt of the state, and such notes
and bonds shall contain on the face thereof a statement to such effect.