N.Y. Public Authorities Law § 3862: Bonds, notes or other obligations of the authority

§ 3862. Bonds, notes or other obligations of the authority. 1. The

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

time to issue bonds, notes or other obligations in such principal

amounts as it may determine to be necessary pursuant to section

thirty-eight hundred sixty-one of this title to pay any financeable

costs and to fund reserves to secure such bonds, notes or other

obligations, including incidental expenses in connection therewith;

provided, however, the aggregate principal amounts of such bonds, notes

or other obligations outstanding at any one time shall not exceed one

hundred seventy-five million dollars, and such bonds shall be tax exempt

to the maximum extent practicable, as provided by section thirty-eight

hundred sixty-nine of this title. Bonds, notes or other obligations

issued by the authority (a) to pay reasonable costs of issuance, as

determined by the authority, (b) to establish debt service reserve

funds, (c) to refund or advance refund any outstanding bonds or notes of

the city or the authority, or (d) as cash flow borrowings shall not

count against the above limit on outstanding bonds, notes or other

obligations of the authority, nor shall any accretion of principal of

bonds that would constitute interest under the Internal Revenue Code of

1986, as amended, count against such limit; provided, however, that the

aggregate principal amount of cash flow borrowings outstanding at any

one time shall not exceed one hundred forty-five million dollars.

2. The authority may issue bonds, notes or other obligations to refund

bonds, notes or other obligations previously issued, but in no event

shall the final maturity of any bonds, notes or other obligations of the

authority be later than June thirtieth, two thousand thirty-seven. No

bond of the authority shall mature more than thirty years from the date

of its issue, or after June thirtieth, two thousand thirty-seven,

whichever date is earlier.

3. Bonds, notes or other obligations of the authority may be issued,

amortized, redeemed and refunded without regard to the provisions of the

local finance law.

4. The directors may delegate to the chairperson or other director or

officer of the authority the power to set the financial terms of bonds,

notes or other obligations.

5. The authority in its sole discretion shall determine that the

issuance of its bonds, notes or other obligations is appropriate. Bonds,

notes or other obligations shall be authorized by resolution of the

authority. Bonds shall bear interest at such fixed or variable rates and

shall be in such denominations, be in such form, either coupon or

registered, be sold at such public or private sale, be executed in such

manner, be denominated in United States currency, be payable in such

medium of payment, at such place and be subject to such terms of

redemption as the authority may provide in such resolution. No bonds,

notes or other obligations of the authority may be sold at private sale

unless such sale and the terms thereof have been approved in writing by

(a) the state comptroller where such sale is not to the state

comptroller, or (b) the director of the budget, where such sale is to

the state comptroller.

6. Any resolution or resolutions authorizing bonds, notes or other

obligations or any issue of bonds, notes or other obligations may

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

of the bonds, notes or other obligations thereby authorized as to: (a)

pledging all or part of the authority's revenues, together with any

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

bonds, notes or other obligations, subject to such agreements with

bondholders 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 purposes to which the proceeds from the sale of

bonds, notes or other obligations may be applied; (d) limitations on the

issuance of additional bonds, notes or other obligations, the terms upon

which additional bonds, notes or other obligations may be issued and

secured and the refunding of bonds, notes or other obligations; (e) 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; (f) 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 thirty-eight hundred

sixty-three 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; and (g) defining the acts or

omissions of the authority 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 acts or omissions of the authority to act

which may constitute a default and such rights and remedies shall not be

inconsistent with the general laws of the state and other provisions of

this title.

7. In addition to the powers conferred upon the authority in this

section to secure its bonds, notes or other obligations, the authority

shall have power in connection with the issuance of bonds, notes or

other obligations to enter into such agreements for the benefit of the

bondholders as the authority may deem necessary, convenient or desirable

concerning the use or disposition of its revenues or other moneys,

including the entrusting, pledging or creation of any other security

interest in any such revenues, moneys 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, notes or other obligations of

the authority.

7-a. Whenever a series of bonds, notes or other obligations of the

authority is issued pursuant to this section for purposes other than

deficit financing authorized by section thirty-eight hundred fifty-seven

of this title, the payment of the proceeds of such series of bonds,

notes or other obligations to the city may be, at the request of the

authority, evidenced by obligations of the city issued in accordance

with applicable provisions of the state constitution and local finance

law then in effect at the time any such obligations are issued, provided

that the principal amount of the authority's bonds, notes or other

obligations issued in connection with any such exchange shall not exceed

the principal amount of such obligations of the city and accrued

interest thereon at the stated rate to the date of such exchange, and

provided further, however, that the principal payments on any such issue

of city obligations shall in no event be scheduled to fall on a date

later than the date on which falls a corresponding amount of scheduled

principal payments on the series of bonds, notes or other obligations of

the authority originally issued to provide such proceeds or issued to

refund bonds, notes or other obligations issued to provide such

proceeds.

8. Notwithstanding any provision of the uniform commercial code to the

contrary, 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 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 to be valid and binding.

9. Whether or not the bonds, notes or other obligations of the

authority are of such form and character as to be negotiable instruments

under the terms of the uniform commercial code, the bonds, notes or

other obligations 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.

10. Neither the directors of the authority nor any person executing

bonds, notes or other obligations shall be liable personally thereon or

be subject to any personal liability or accountability solely by reason

of the issuance thereof. The bonds, notes or other obligations of the

authority shall not be a debt of either the state or the city, and

neither the state nor the city shall be liable thereon, nor shall they

be payable out of any funds other than those of the authority; and such

bonds, notes or other obligations shall contain on the face thereof a

statement to such effect.

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

may exist, shall have power to purchase bonds, notes or other

obligations of the authority out of any moneys available therefor, which

shall thereupon be canceled.