N.Y. Medical Care Facilities Finance Agency 392/73 § 6: Bonds and notes of the agency

§ 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 bonds

and notes in conformity with applicable provisions of the uniform

commercial code 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 mortgage loans, project

loans, or equipment loans, or loans to owners of Hmo projects or Hmo

investment loans and the construction, acquisition, reconstruction,

rehabilitation or improvement of health facilities, 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 deem 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 if 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.

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, issued for

achieving its corporate purposes other than the making of mortgage

loans, not exceeding five years, from the date of issue of such original

note, and in the case of any such note, or any renewals thereof, issued

for the purpose of making mortgage loans, not exceeding seven 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 rate or 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 monies received in payment of

mortgage or project loans and interest thereon, and other monies

received or to be received, to secure the payment of the hospital and

nursing home project bonds or hospital nursing home project notes or of

any issue thereof, subject to such agreement with bondholders or

noteholders as may then exist;

(b) pledging all or any part of the assets of the agency, including

mortgages and obligations securing the same, to secure the payment of

the hospital and nursing home project bonds or hospital and nursing home

project notes, subject to such agreements with bondholders or

noteholders as may then exist, provided that no resolution or

resolutions of the agency authorizing hospital and nursing home project

bonds and hospital and nursing home project notes shall (i) pledge all

or any portion of the rentals paid to the agency with respect to health

facilities financed with the proceeds of health facilities bonds or

health facilities notes, or (ii) pledge any other assets, monies or

accounts pledged to the agency as security for the payment of rentals

with respect to health facilities financed with the proceeds of health

facilities bonds or health facilities notes;

(c) the use and disposition of the gross income from mortgages owned

by the agency and payment of principal of mortgages owned by the agency;

(d) pledging all or any part of the rentals paid to the agency with

respect to health facilities financed with the proceeds of health

facilities bonds or health facilities notes or any other assets, monies

or accounts pledged or assigned to the agency as security for the

payment of such rentals, all subject to any agreement with noteholders

or bondholders as may then exist and provided that no resolution or

resolutions authorizing health facilities bonds and health facilities

notes shall (i) pledge all or any part of the fees and charges made or

received by the agency pursuant to subdivision twelve of section five in

connection with the making of mortgage loans or commitments therefor, or

all or any part of the monies received in payment of such mortgage loans

and interest thereon, or (ii) pledge all or any part of the mortgages of

the agency or obligations securing the same, or (iii) provide as to the

use and disposition of the gross income from mortgages owned by the

agency or as to the payment of principal of mortgages owned by the

agency;

(e) the setting aside of reserves or sinking funds and the regulation

and disposition thereof;

(f) 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;

(g) 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;

(h) 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;

(i) limitations on the amount of monies to be expended by the agency

for operating, administrative or other expenses of the agency;

(j) vesting in a trustee or trustees such property, rights, powers and

duties in trust as the agency may determine, which may include any or

all of the rights, powers and duties of the trustee appointed by the

bondholders pursuant to this act, and limiting or abrogating the right

of the bondholders to appoint a trustee under this act or limiting the

right, powers and duties of such trustee;

(k) any other matters, of like or different character, which in any

way affect the security or protection of the notes or bonds.

(l) pledging all or any part of the fees and charges made or received

by the agency, and all or any part of the monies received pursuant to a

lease, sublease, loan or other financing agreements entered into

pursuant to section nine-a of this act and interest thereon, and other

monies received or to be received, to secure the payment of mental

health services facilities improvement notes or bonds or of any issue

thereof, subject to such agreements with bondholders or noteholders as

may then exist;

(m) pledging all or any part of the assets of the agency, including

lease, sublease, loan or other financing agreements entered into

pursuant to section nine-a of this act, and obligations securing the

same, to secure the payment of mental health services improvement

facilities notes or bonds or of any issue of notes or bonds, subject to

such agreements with noteholders or bondholders as may then exist;

(n) the use and disposition of the gross income from lease, sublease,

loan or other financing agreements entered into pursuant to section

nine-a of this act and payment of principal of lease, sublease, loan or

other financing agreements entered into pursuant to section nine-a of

this act;

(o) pledging or depositing all or any part of the assets of the

agency, including moneys paid to the agency by the comptroller and the

commissioner of taxation and finance of the state of New York pursuant

to the provisions of section ninety-seven-f of the state finance law, to

pay or provide for the refunding of mental hygiene improvement bonds

issued pursuant to section forty-seven-b of the private housing finance

law.

4. It is the intention hereof that any pledge made by the agency shall

be valid and binding from the time when the pledge is made; that the

monies or property so pledged and thereafter received by the agency

shall immediately be subject to the lien of such pledge without any

physical delivery thereof or further act; and that 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 agency,

irrespective of whether such parties have notice thereof. Neither the

resolution nor any other instrument by which a pledge is created need be

recorded.

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 or

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.