N.Y. Public Authorities Law § 2045-h: Bonds of the agency

§ 2045-h. Bonds of the agency. 1. The agency shall have the power and

is hereby authorized from time to time to issue bonds, in conformity

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 for any other corporate purpose, including incidental

expenses in connection therewith. The agency shall have power and is

hereby authorized to enter into such agreements and perform such acts as

may be required under any applicable federal legislation to secure a

federal guarantee of any bonds. The agency 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 agency may be general obligations secured

by the faith and credit of the agency or may be special obligations

payable solely out of particular revenues or other moneys as may be

designated in the proceedings of the agency under which the bonds shall

be authorized to be issued and subject to any agreements with the

holders of outstanding bonds pledging any particular revenues or moneys.

2. Bonds shall be authorized by resolution of the agency, be in such

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

except that notes and any renewals thereof shall mature within five

years from the date of the original issuance and bonds and any renewals

thereof shall mature within thirty years from the date of the original

issuance. The bonds and notes shall be subject to such terms of

redemption, bear interest at such rate or rates payable at such times,

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 and

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

or private sale for such price or prices as the agency shall determine.

Bonds of the agency shall not be sold by the agency 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.

3. 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 any part of the revenues, other moneys or property

of the agency to secure the payment of the bonds, including but not

limited to any contracts, earnings or proceeds of any grant to the

agency received from any private or public source;

(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, rents, fees and other charges to be fixed and collected

by the agency and the amount to be raised in each year thereby and the

use and disposition of revenues;

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

the use of the project or part thereof 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, the amount of bonds, the

holders of 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 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 agency may determine which may include any or

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

bondholders pursuant to section two thousand forty-five-i 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 agency 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 agency 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 agency;

(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 agency may

determine; and

(o) any other matters of like or different character which in any way

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

remedies of bondholders.

4. In addition to the powers herein conferred upon the agency to

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

issuance of bonds to enter into such agreements as the agency may deem

necessary, consistent 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 property and the doing

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

would have the right to do in the absence of such agreements. The

agency shall have power to enter into amendments of any such agreements

within the powers granted to the agency 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 agency.

5. 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 agency 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 agency

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.

6. 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.

7. Neither the members of the agency 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.

8. The agency, subject to such agreements with bondholders as then may

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

bonds of the agency, 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, (ii) if the bonds are not then redeemable, the redemption price

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

become subject to redemption plus accrued interest to the next interest

payment date.