§ 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.