N.Y. Public Authorities Law § 1860: Bonds and notes

§ 1860. Bonds and notes. 1. The authority shall have the power and is

hereby authorized to issue at one time or in series from time to time

its negotiable bonds and notes in conformity with applicable provisions

of the uniform commercial code in such principal amounts as, in the

opinion of the authority, shall be necessary to provide sufficient

moneys for achieving the authority's corporate purposes, including the

establishment of reserves to secure the bonds and notes and the payment

of interest on bonds and notes.

2. The authority shall have power from time to time to renew bonds or

notes or to issue renewal bonds or notes for such purpose, to issue

bonds or notes to pay bonds or notes, and, whenever it deems refunding

expedient, to refund any bond or note by the issuance of new bonds or

notes, whether the bonds or notes to be refunded have or have not

matured, and may issue bonds or notes partly to refund bonds or notes

then outstanding and partly for any other corporate purpose of the

authority. Bonds or notes issued for refunding purposes shall be sold

and the proceeds applied to the purchase, redemption or payment of the

bonds or notes to be refunded.

3. Except as may otherwise be expressly provided by the authority,

every issue of bonds or notes shall be general obligations payable out

of any moneys or revenues of the authority, subject only to any

agreements with the holders of bonds or notes pledging any receipts or

revenues.

4. The bonds and notes shall be authorized by resolution of the

authority, shall bear such date or dates and mature at such time or

times as such resolution shall provide, except that notes and any

renewals thereof shall mature within five years from their respective

dates of issuance or renewal, as the case may be, and bonds shall mature

within forty years from their respective dates of issuance or renewal,

as the case may be. The bonds and notes shall bear interest at such rate

or rates, be in such denomination, 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.

5. Bonds and notes shall be sold by the authority, at public or

private sale, at such price or prices as the authority may determine.

Bonds and notes of the authority shall not 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 the

comptroller, or by the director of the budget, where such sale is to the

comptroller.

6. In the discretion of the authority any bonds or issue of bonds or

notes or issue of notes may be secured by such resolution or by a trust

indenture by and between the authority and a corporate trustee which may

be any trust company or bank having the powers of a trust company in the

state or by a secured loan agreement or other instrument. Such

resolution, trust indenture, loan agreement or other instrument may

contain any usual or customary provisions, covenants or limitations for

bonds or notes of similar nature which shall be a part of the contract

with the holders thereof, including such provisions for protecting and

enforcing the rights and remedies of bondholders and noteholders as may

be reasonable and proper and not in violation of law.

7. Any resolution or resolutions 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 part of the fees, charges, gifts, grants, rents,

revenues or other moneys received or to be received and leases or

agreements to secure the payment of the notes or bonds or of any issue

thereof subject to such agreements with bondholders as may then exist;

(b) the rates of the fees or charges to be established, and the

amounts to be raised in each year thereby and the use and disposition of

the fees, charges, gifts, grants, rents, revenues or other moneys

received or to be received;

(c) the setting aside of reserves or sinking funds, and the regulation

and disposition thereof;

(d) limitations on the purpose to which the proceeds of sale of any

issue of notes or bonds then or thereafter to be issued may be applied

and pledging such proceeds to secure the payment of the notes or bonds

or 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;

the refunding of outstanding or other notes or bonds;

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

bondholders or noteholders 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) any other matters, of like or different character, which in any

way affect the security or protection of the notes or bonds.

8. It is the intention hereof that any pledge made by the authority

shall be valid and binding from the time when the pledge is made, that

the moneys so pledged and thereafter received by the authority shall

immediately be subject to the lien of such pledge without any physical

delivery thereof or further act, and that 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 authority irrespective

of whether such parties have notice thereof. Neither the resolution nor

any other instrument by which a pledge is created need be recorded.

9. Neither the members of the authority nor any person executing the

bonds or notes shall be liable personally on the bonds or notes or be

subject to any personal liability or accountability by reason of the

issuance thereof.

10. Subject to such agreements with bondholders or noteholders as may

then exist, the authority shall have power out of any funds available

therefor to purchase bonds or notes 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 said date.

Bonds and notes so purchased shall thereupon be cancelled.

11. The state does hereby pledge to and agree with the holders of any

bonds or notes that the state will not limit or alter the rights and

powers vested in the authority by this title to fulfill the terms of any

contract made by the authority with such holders, or in any way impair

the rights and remedies of such holders until such bonds and notes,

together with the interest thereon, with interest on any unpaid

installments of interest, and all costs and expenses in connection with

any action or proceeding by or on behalf of such holders, are fully met

and discharged. The authority is authorized to include this pledge and

agreement of the state, insofar as it refers to holders of any bonds or

notes, in any contract with such holders.