N.Y. Private Housing Finance Law § 46: Notes and bonds of the agency

§ 46. Notes and bonds of the agency. 1. (a) Subject to the provisions

of section forty-seven of this article, 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 or financing the making of mortgage

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 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 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;

2. a. The notes and bonds, except as provided in paragraph (c) of

subdivision four of this section, 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 or

financing the making of mortgage loans, not exceeding the term of any

applicable lease or sublease, and in the case of any such note, or any

renewals thereof, issued for the purpose of making or financing the

making of mortgage loans, not exceeding the term for the repayment of

the mortgage loan or the federally guaranteed securities acquired to

finance such mortgage loan, and in the case of any such bond not

exceeding fifty years from the date of issue, as such resolution or

resolutions may provide.

b. In no event, however, shall any such note mature, in the case of a

note or any renewals thereof, issued for the purpose of achieving its

corporate purposes other than the making or financing the making of

mortgage loans, later than eight years from the date of issue of such

original note, and, in the case of a note or any renewals thereof,

issued for the purpose of making or financing the making of mortgage

loans, later than ten years from the date of issue of such original

note, unless in each year at least that amount of principal is required

to be paid as would be required if (i) the principal of and interest on

any such note were payable in such manner that the total annual charges

required for the payment of principal and interest were approximately

equal and constant for the period of such lease, sublease or mortgage,

as the case may be, and (ii) at the expiration of the term of such

lease, sublease or mortgage, the total of such required payments were

sufficient to pay the full principal amount of such note; provided

however, that such manner of payment of principal shall be required only

from the date of the issuance of such note or from the commencement of

the lease or sublease term in the case of a lease or sublease and from

the occupancy date in the case of a mortgage whichever later occurs.

Such payment of principal may be made either to the holder of such note

or into a sinking fund. Notwithstanding the foregoing, no such note

shall be issued pursuant to this paragraph b unless the state director

of the budget has approved the issuance of any such note in writing

prior to such issuance.

c. 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. Except as provided in paragraph (d) of subdivision four of this

section, 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 loans or the federally guaranteed securities acquired to

finance such mortgage loans and interest thereon, and other monies

received or to be received, to secure the payment of the notes or bonds

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 of the agency, including

mortgages or the federally guaranteed securities acquired to finance

such mortgage loans and obligations securing the same, to secure the

payment of the notes or bonds or of any issue of notes or bonds, subject

to such agreements with noteholders or bondholders as may then exist;

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

or financed by the agency and payment of principal of mortgages owned by

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 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 article, and limiting or abrogating the

right of the bondholders to appoint a trustee under this article or

limiting the rights, powers and duties of such trustee;

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

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

4. (a) Subject to the provisions of subdivisions three and four of

section forty-seven of this article and notwithstanding anything to the

contrary hereinabove provided in this section, the agency shall have

power and is hereby authorized from time to time to issue negotiable

bonds and notes in such principal amount, as, in the opinion of the

agency, shall be necessary to provide sufficient funds for the making of

equity loans, the payment of interest on bonds and notes issued to

provide funds for the making of such equity loans, the establishment of

reserves to secure such bonds and notes, and all other expenditures of

the agency incident to and necessary or convenient for the making of

such equity loans;

(b) The provisions of paragraphs (b), (c) and (d) of subdivision one

of this section shall apply to equity notes and bonds issued by the

agency for the making of equity loans.

(c) The provisions of subdivision two of this section shall apply to

equity notes and bonds issued by the agency for the making of equity

loans except that any such equity notes, or any renewals thereof, and

any such equity bond shall mature at such time or times as the

resolution of the members shall provide, but in no event at a time

subsequent to six months after the latest maturity date of the last

maturing equity loan made from the proceeds of such equity notes or

bonds.

(d) Any resolution or resolutions authorizing any equity notes or

equity bonds or any issue thereof for the making of equity loans may

contain any of the provisions set forth in subdivision three of this

section, which shall be a part of the contract with the holders thereof,

except that no such resolution or resolutions shall pledge any fees or

charges collected by the agency pursuant to subdivision eleven of

section forty-four, income from mortgages owned by the agency, or any

payments of principal of mortgages owned by the agency.

5. 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.

6. 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.

7. 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.

8. 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.