N.Y. Public Authorities Law § 1115-n: Bonds of the authority

§ 1115-n. Bonds of the authority. 1. The authority shall have the

power and is hereby authorized from time to time to issue bonds in

conformance with applicable provisions of the uniform commercial code in

such principal amounts as it may determine to be necessary to pay the

cost of any project or projects, or for any other corporate purpose,

including incidental expenses in connection therewith. The authority

shall have power from time to time to refund any bonds by the issuance

of new bonds whether the bonds to be refunded have or have not matured,

and may issue bonds partly to refund bonds then outstanding and partly

for any other corporate purpose. Bonds issued by the authority shall be

special obligations payable solely out of particular revenues or other

moneys as may be designated in the proceedings of the authority under

which the bonds shall be authorized to be issued, subject to any

agreements entered into between the authority and the city, and the

authority, the water board and the city, and subject to any agreements

with the holders of outstanding bonds pledging any particular revenues

or moneys.

2. The authority is authorized to obtain from any department or agency

of the United States of America or the state or any non-governmental

insurer or financial institution any insurance, guaranty or other credit

support device, to the extent now or hereafter available, as to, or for

the payment or repayment of interest or principal, or both, or any part

thereof, on any bonds issued by the authority and to enter into any

agreement or contract with respect to any such insurance or guaranty,

except to the extent that the same would in any way impair or interfere

with the ability of the authority to perform and fulfill the terms of

any agreement made with the holders of bonds or notes of the authority

as may then exist.

3. Bonds shall be authorized by resolution of the authority, be in

such denominations, bear such date or dates and mature at such time or

times as such resolution may provide, except that bonds and any renewals

thereof shall mature within forty years of the date of their original

issuance and notes and any renewal thereof shall mature within five

years of the date of their original issuance. Such bonds shall be

subject to such terms of redemption, bear interest at such rate or rates

payable at such times, be in such form, 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 and

conditions as such resolution may provide. Bonds may be sold at public

or private sale for such price or prices as the authority shall

determine provided that no issue of bonds may be sold by the authority

at private sale unless such sale and the terms thereof have been

approved in writing by (i) the comptroller, where such sale is not to

such comptroller, or (ii) by the state director of the budget, where

such sale is to be to the comptroller.

4. Any resolution or resolutions authorizing bonds or any issue of

bonds may contain provisions which may be a part of the contract with

the holders of the bonds thereby authorized as to:

(a) pledging all or part of its revenues, together with any other

moneys, securities, contracts or property, to secure the payment of the

bonds, subject to such agreements with holders of bonds or notes of the

authority as may then exist;

(b) the setting aside of reserves and the creation of sinking funds

and the regulation and disposition thereof;

(c) limitations on the purpose to which the proceeds from the sale of

bonds may be applied;

(d) limitations on the right of the authority to restrict and regulate

the use of the project or part thereof in connection with which bonds

are issued;

(e) limitations on the issuance of additional bonds, the terms upon

which additional bonds may be issued and secured and the refunding of

outstanding or other bonds;

(f) the procedure, if any, by which the terms of any contract with

bondholders may be amended or abrogated, including the proportion of

bondholders which must consent thereto, and the manner in which such

consent may be given;

(g) the creation of special funds into which any revenues or moneys

may be deposited;

(h) the terms and provisions of any trust, deed, mortgage or indenture

securing the bonds under which the bonds may be issued;

(i) vesting in a trustee or trustees such properties, rights, powers

and duties in trust as the authority may determine which may include any

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

bondholders pursuant to section one thousand one hundred fifteen-o of

this title and limiting or abrogating the rights of the bondholders to

appoint a trustee under such section or limiting the rights, duties and

powers of such trustee;

(j) defining the acts or omissions to act which may constitute a

default in the obligations and duties of the authority to the

bondholders and providing for the rights and remedies of the bondholders

in the event of such default, including as a matter of right the

appointment of a receiver, provided, however, that such rights and

remedies shall not be inconsistent with the general laws of the state

and other provisions of this title;

(k) limitations on the amount of revenues and other moneys to be

expended for operating, administrative or other expenses of the

authority;

(l) the payment of the proceeds of bonds, revenues and other moneys to

a trustee or other depository, and for the method of disbursement

thereof with such safeguards and restrictions as the authority may

determine; and

(m) any other matters of like or different character which may in any

way affect the security or protection of the bonds or the rights and

remedies of bondholders.

5. In addition to the powers herein conferred upon the authority to

secure its bonds, the authority shall have power in connection with the

issuance of bonds to enter into such agreements as the authority may

deem necessary, convenient or desirable concerning the use or

disposition of its revenues or other moneys or property, including the

mortgaging of any property and the entrusting, pledging or creation of

any other security interest in any such revenues, moneys or properties

and the doing of any act (including refraining from doing any act) which

the authority would have the right to do in the absence of such

agreements. The authority shall have power to enter into amendments of

any such agreements within the powers granted to the authority by this

title and to perform such agreements. The provisions of any such

agreements may be made a part of the contract with the holders of bonds

of the authority.

6. Any provision of the uniform commercial code to the contrary

notwithstanding, any pledge of or other security interest in revenues,

moneys, accounts, contract rights, general intangibles or other personal

property made or created by the authority shall be valid, binding and

perfected from the time when such pledge is made or other security

interest attaches without any physical delivery of the collateral or

further act, and the lien of any such pledge or other security interest

shall be valid, binding and perfected against all parties having claims

of any kind in tort, contract or otherwise against the authority

irrespective of whether or not such parties have notice thereof. No

instrument by which such a pledge or security interest is created nor

any financing statement need be recorded or filed.

7. Whether or not the bonds are of such form and character as to be

negotiable instruments under the terms of the uniform commercial code,

the 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 bonds for registration.

8. Neither the members of the authority nor any person executing bonds

shall be liable personally thereon or be subject to any personal

liability or accountability by reason of the issuance thereof.

9. The authority, subject to such agreements with bondholders as then

may exist, shall have power out of any moneys available therefor to

purchase bonds of the authority, which shall thereupon be cancelled at a

price not exceeding (i) if the bonds are then redeemable, the redemption

price then applicable plus accrued interest to the next interest payment

date, or (ii) if the bonds are not redeemable then redemption price

applicable on the first date after such purchase upon which the bonds

become subject to redemption, plus accrued interest to interest payment

date.