N.Y. Public Authorities Law § 1199-ii*2: Bonds of the authority

* § 1199-ii. 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 the 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 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 only to any

agreements with the holders of outstanding bonds pledging any particular

revenues, earnings or moneys.

2. The authority is authorized to obtain from any 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, guaranty or other credit

support device, 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 outstanding

bonds of the authority.

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

per annum, which may vary from time to time, as may be necessary to

effect the sale thereof and shall be payable at such time, be in such

form, carry such registration privileges, be executed in such manner,

shall be subject to tender to the authority, with or without extinction

or cancellation, 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 of the authority, other than obligations designated as notes, may

be sold by the authority at private sale unless such sale and the terms

thereof have been approved in writing by the comptroller, where such

sale is not to be to such comptroller, or 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 as then

may 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) the rates, fees and other charges to be fixed and collected by the

authority and the amount to be raised in each year thereby, and the use

and disposition of revenues;

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

the use of the project or part hereof in connection with which bonds are

issued;

(f) 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;

(g) 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;

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

may be deposited;

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

securing the bonds under which the bonds may be issued;

(j) 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 eleven hundred ninety-nine-jj 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;

(k) 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;

(l) limitations on the power of the authority to sell or otherwise

dispose of any project or any part thereof;

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

expended for operating, administrative or other expenses of the

authority;

(n) 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

(o) 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 of its properties 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 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 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.

* NB There are 2 § 1199-ii's