NY Priv Hous Fin L § 655 (2021)
2021 New York Laws PVH - Private Housing Finance Article 12 - New York City Housing Development Corporation 655 - Notes and Bonds of the Corporation.

§  655.  Notes  and  bonds  of  the corporation. 1. (a) Subject to the provisions of  section  six  hundred  fifty-six  of  this  article,  the corporation shall have power and is hereby authorized to issue from time to  time  its  negotiable  notes and bonds in conformity with applicable provisions of the uniform commercial code in such  principal  amount  as the  corporation  shall  determine to be necessary to provide sufficient funds for achieving its corporate  purposes,  including  the  making  of mortgage  loans,  the  payment  of  interest  on  notes and bonds of the corporation, the establishment of reserves  to  secure  such  notes  and bonds,  and  the  payment  of  all operating expenses of the corporation incident to or necessary  or  convenient  to  carry  out  its  corporate purposes and powers.  (b)  The 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 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 the  corporation, every  issue  of its notes and bonds shall be general obligations of the corporation payable out of any revenues of the corporation, subject only to any agreements with the holders of particular notes or bonds pledging any particular revenues.   2.  The  notes  and  bonds  shall  be  authorized  by  resolution   or resolutions  of the corporation, shall bear such date or dates and shall mature at such time or times  as  such  resolution  or  resolutions  may provide,  except  that  no note or any renewal thereof shall mature more than five years, and in the case of any  note  or  any  renewal  thereof issued  for the purposes of making mortgage loans shall mature more than nine years, after the date of issue of the original  note  and  no  bond shall  mature  more  than  fifty  years from the date of its issue.  The bonds may be issued as serial bonds payable in annual installments 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, 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 may be  sold by the corporation at public or private sale, at such price or prices as the corporation shall determine; provided, however, that the corporation shall  consult  with  the  comptroller as to the timing of any sale; and provided further that no notes or bonds of the corporation may  be  sold at  a  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.   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 or contracts 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, including mortgages 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 by the corporation and payment of principal of mortgages  owned  by  the corporation;  (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; and 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  moneys  to  be  expended by the corporation for operating expenses of the corporation;  (i) 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 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) 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 the 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 general laws of the state and the other provisions of this article;  (k) 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-a. Any resolution or resolutions authorizing any notes or  bonds  or any issue thereof shall contain provisions, which shall be a part of the contract  or  contracts  with  the  holders  thereof,  ensuring  that no mortgage loan shall be made by the corporation from the proceeds of such notes or bonds or issue thereof unless the estimated revenues  from  the mortgaged  property,  including  any  subsidies,  shall be sufficient in amount to secure repayment of the loan and the interest thereon  and  to pay  all  other  necessary  expenses  of  the mortgagor relating to such property.   4. Any pledge made by the 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 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 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.   5. Neither the  members  of  the  corporation  nor  any  other  person executing such notes or bonds shall be subject to any personal liability or accountability by reason of the issuance thereof.   6.  The  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 the corporation, 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. In the discretion of the corporation, the bonds may be secured by a trust indenture by and between the corporation and a corporate  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 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, safeguarding and application of all moneys. The corporation may  provide  by  such  trust indenture  for the payment of the proceeds of the 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 bonds shall be secured by a trust indenture, the 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.