NY Pub Auth L § 3012 (2021)
2021 New York Laws PBA - Public Authorities Article 10 - New York State Municipal Assistance Corporation Act Title 2 - General Provisions Relating to Municipal Assistance Corporations 3012 - Issuance of Notes and Bonds of a Municipal Assistance Corporation.

§  3012.  Issuance  of  notes  and  bonds  of  a  municipal assistance corporation. 1. (a) A municipal assistance corporation  shall  have  the power  and is hereby authorized from time to time to issue its notes and bonds in conformity with applicable provisions of the uniform commercial code, in such principal amounts as such corporation shall  determine  to be  necessary within the limits of authorized indebtedness prescribed in the special law creating such corporation, to provide  sufficient  funds for  achieving  its corporate purposes, including the making of payments to or purchase  of  obligations  of,  the  municipality  for  which  the corporation  was  created, to make payments of interest on its notes and bonds, to establish reserves to secure such notes and bonds and to  make deposits  into  a  fund  or  funds established pursuant to any agreement entered into by such corporation  with  the  federal  government  or  an agency   or  instumentality  thereof  in  accordance  with  subparagraph eighteen of section three thousand ten of this article.  (b) A municipal assistance corporation shall have the power, from time to time, to issue (i) notes to renew notes and (ii) bonds to pay  notes, including   the  interest  thereon  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  of  its  other corporate  purposes.  The refunding bonds may be exchanged for the bonds to be refunded or  sold  and  the  proceeds  applied  to  the  purchase, redemption or payment of such bonds.  (c)  Except  as  may  otherwise  be  expressly provided by a municipal assistance corporation, every issue of its  notes  and  bonds  shall  be general  obligations of the municipal assistance corporation payable out of any revenues of such corporation, subject only to any agreements with the holders  of  particular  notes  or  bonds  pledging  any  particular revenues.  (d)  Such  notes  and  bonds  shall  be  authorized by resolution of a municipal assistance corporation, shall bear such date and shall  mature at  such  time or times as such resolution may provide. The bonds may be issued as serial bonds or as term bonds or  as  a  combination  thereof. The  notes  and  bonds  shall bear interest at such rate or rates, be in such denominations and 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 may provide.  (e)  The notes or bonds of the municipal assistance corporation may be exchanged for obligations of the municipality being assisted or  may  be sold  at such price or prices, at public or private sale, in such manner and from time to time as may be determined by such corporation, and  the corporation  may pay all expenses, premiums and commissions which it may deem necessary or advantageous in connection with the issuance and  sale thereof.  Subsequent  to  July  first, nineteen hundred seventy-five, no notes or bonds of a municipal assistance  corporation  may  be  sold  at private  sale  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.   2. Any resolution 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 revenues to secure the payment  of the  notes  or bonds or of any issue thereof, subject to such agreements with noteholders or bondholders as may then exist;  (b) pledging all or any part of  the  assets  of  the  corporation  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 setting aside of reserves or sinking funds and the regulation and disposition thereof;  (d) limitations on the purposes 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 of any issue thereof;  (e) limitations on the issuance of  additional  notes  or  bonds;  the terms  upon  which  additional notes or bonds may be issued and secured; and the refunding of outstanding or other notes or bonds;  (f) 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;  (g) vesting in a trustee or trustees such property, rights, powers and duties in trust as the corporation may determine, which may include  any or  all of the rights, powers and duties of the trustee appointed by the bondholders pursuant to this title, and limiting or abrogating the right of the bondholders to appoint a trustee under this title or limiting the rights, powers and duties of such trustee;  (h) the acts or omissions to act which shall constitute a  default  in the  obligations  and  duties  of  the corporation to the holders of the notes or bonds and providing for the rights and remedies of the  holders of  the  notes or bonds in event of such default, including the right to appointment of a receiver; providing,  however,  that  such  rights  and remedies  shall  not  be inconsistent with the laws of the state and the other provisions of this article; and  (i) any other matters of like or different character, which in any way affect the security or protection of the holders of the notes or bonds.   3. Any pledge made by a  municipal  assistance  corporation  shall  be valid and binding from the time when the pledge is made. The revenues or property  so pledged and thereafter received by the municipal assistance corporation 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 parties having claims of any kind in tort, contract or otherwise against the  municipal assistance corporation, irrespective of whether such parties have notice thereof.  Neither  the  resolution  nor  any other instrument by which a pledge is created need be recorded  or  filed  to  protect  such  pledge except in the principal office of the municipal assistance corporation.   4. Neither the directors of a municipal assistance corporation nor any other  person  executing the notes or bonds of such corporation shall be subject to any personal liability or accountability  by  reason  of  the issuance thereof.   5.  A municipal assistance corporation 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 such corporation, which shall thereupon be cancelled.   6. Anything in this article ten to the contrary  notwithstanding,  any agreement or agreements with the holders of notes or bonds issued by any municipal  assistance corporation created by or pursuant to any title of this article shall contain  a  clause  stating  in  substance  that  any provision  in  this article or in any such agreement or agreements which relate to taxes imposed under article twelve or sections eleven  hundred seven  or  eleven  hundred  eight  of the tax law of the state or to the funds created by sections ninety-two-b, ninety-two-d or ninety-two-e  of  the  state  finance  law shall be deemed executory only to the extent of the moneys available to the state in such funds from time to time and no liability on account thereof shall be incurred by the state  beyond  the moneys available in such funds.   7.  In  the  discretion of the directors of a corporation the notes or bonds  may  be  secured  by  a  trust  indenture  by  and  between  such corporation and a trustee, which may be any trust company or bank having the  powers  of  a  trust company in the state. Such trust indenture may contain such provisions for protecting  and  enforcing  the  rights  and remedies  of  the  noteholders  or  bondholders as may be reasonable and proper and not in violation of law, including  covenants  setting  forth the  duties  of  the  corporation  in  relation  to  the exercise of its corporate powers and the custody, may provide by  such  trust  indenture for  the  payment of the proceeds of the notes or bonds and the revenues to the trustee under such trust indenture or other depository,  and  for the   method   of   disbursement   thereof,  with  such  safeguards  and restrictions as it may determine. All expenses incurred in carrying  out such  trust indenture may be treated as a part of the operating expenses of the corporation.  If the notes or bonds shall be secured by  a  trust indenture,  the  noteholders  or  bondholders shall have no authority to appoint a separate trustee to represent them.   8. Whether or not the notes and bonds are of such form  and  character as  to  be  negotiable  instruments  under  the  terms  of  the  uniform commercial  code,  the  notes  and  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 notes and bonds for registration.