N.Y. Public Authorities Law § 365: Notes or bonds of the authority

§ 365. Notes or bonds of the authority. 1. (a) Subject to the

provisions of section three hundred sixty-six of this title, the

authority shall have the power and is hereby authorized from time to

time to issue its negotiable notes and bonds in conformity with

applicable provisions of the uniform commercial code in such principal

amount as, in the opinion of the authority, shall be necessary to

provide sufficient moneys for achieving the corporate purposes thereof,

including construction, reconstruction and improvement of the thruway

sections and connections, and highway connections herein described,

together with suitable facilities and appurtenances, the payment of all

indebtedness to the state, the cost of acquisition of all real property,

the expense of maintenance and operation, interest on notes and bonds

during construction and for a reasonable period thereafter,

establishment of reserves to secure notes or bonds, and all other

expenditures of the authority incident to and necessary or convenient to

carry out its corporate purposes and powers.

(b) The authority shall have power from time to time to issue renewal

notes, to issue bonds to pay notes, 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 may issue bonds

partly to refund bonds then outstanding and partly for any other

purpose. The refunding bonds shall be sold and the proceeds applied to

the purchase, redemption or payment of the bonds to be refunded.

(c) Except as may otherwise be expressly provided by the authority,

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

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

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

revenues.

2. The notes and bonds shall be authorized by resolution of the board,

shall bear such date or dates and mature at such time or times, in the

case of notes and any renewals thereof within five years after their

respective dates and in the case of bonds not exceeding forty years from

their respective dates, as such resolution or resolutions may provide.

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. 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.

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 with the holders thereof, as to

(a) pledging all or any 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

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;

(g) limitations on the amount of moneys to be expended by the

authority for operating, administrative or other expenses of the

authority;

(h) in the case of notes or bonds not guaranteed by the state, vesting

in a trustee or trustees such property, 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 this title, and limiting or abrogating the right of the

bondholders to appoint a trustee under this title or limiting the

rights, duties and powers of such trustee;

(i) the acquisition of jurisdiction over, and of property for,

thruways, and the construction, reconstruction, improvement, maintenance

or operation thereof;

(j) any other matters, of like or different character, which in any

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

4. Whenever the authority pledges its revenues under a resolution

authorized by this section, such resolution shall not prohibit the

authority from financing for additional corporate transportation

purposes authorized by law secured by an additional pledge of such

revenues. Such additional pledge of revenues may, in the discretion of

the authority, be subordinate to the pledge of such revenues securing

other bonds, notes or other evidence of indebtedness of the authority.

Provided, however, the authority shall not make any such additional

pledge if the security of the bonds, notes or other evidences of

indebtedness previously issued will be impaired as a result thereof.

5. 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.

6. Neither the members of the board nor any person executing the notes

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

to any personal liability or accountability by reason of the issuance

thereof.

7. The authority shall have power out of any funds available therefor

to purchase notes or bonds, 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 said date.