2023 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.