§ 368. Remedies of noteholders and bondholders. 1. In the event that
the authority shall default in the payment of principal of or interest
on any issue of notes or bonds after the same shall become due, whether
at maturity or upon call for redemption, and such default shall continue
for a period of thirty days, or in the event that the authority shall
fail or refuse to comply with the provisions of this title, or shall
default in any agreement made with the holders of any issue of notes or
bonds, the holders of twenty-five per centum in aggregate principal
amount of the notes or bonds of such issue then outstanding, by
instrument or instruments filed in the office of the clerk of the county
of Albany and proved or acknowledged in the same manner as a deed to be
recorded, may appoint a trustee to represent the holders of such notes
or bonds for the purposes herein provided.

2. Such trustee may, and upon written request of the holders of
twenty-five per centum in principal amount of such notes or bonds then
outstanding shall, in his or its own name

(a) by mandamus or other suit, action or proceeding at law or in
equity enforce all rights of the noteholders or bondholders, including
the right to require the authority to collect fees, rentals and charges
adequate to carry out any agreements with the holders of such notes or
bonds and to perform its duties under this title;

(b) bring suit upon such notes or bonds;

(c) by action or suit in equity, require the authority to account as
if it were the trustee of an express trust for the holders of such notes
or bonds;

(d) by action or suit in equity, enjoin any acts or things which may
be unlawful or in violation of the rights of the holders of such notes
or bonds;

(e) declare all such notes or bonds due and payable, and if all
defaults shall be made good then with the consent of the holders of
twenty-five per centum of the principal amount of such notes or bonds
then outstanding, to annul such declaration and its consequences;
provided, however, that this clause (e) shall not be applicable in the
case of notes or bonds guaranteed by the state.

3. Such trustee, whether or not the issue of bonds or notes
represented by such trustee has been declared due and payable, shall be
entitled as of right to the appointment of a receiver of any part or
parts of the thruway, the fees, rentals, charges or other revenues of
which are pledged for the security of the bonds or notes of such issue
and such receiver may enter and take possession of such part or parts of
the thruway and, subject to any pledge or agreement with bondholders,
shall take possession of all moneys and other property derived from or
applicable to the construction, operation, maintenance and
reconstruction of such part or parts of the thruway and proceed with any
construction thereon which the authority is under obligation to do and
shall operate, maintain and reconstruct such part or parts of the
thruway, and collect and receive all fees, rentals, charges and other
revenues thereafter arising therefrom subject to any pledge thereof or
agreement with bondholders or noteholders relating thereto and perform
the public duties and carry out the agreements and obligations of the
authority under the direction of the court. In any suit, action or
proceeding by the trustee the fees, counsel fees and expenses of the
trustee and of the receiver, if any, shall constitute taxable
disbursements and all costs and disbursements allowed by the court shall
be a first charge on any tolls, rentals and other revenues derived from
such part or parts of the thruway.

4. Such trustee shall in addition to the foregoing have and possess
all of the powers necessary or appropriate for the exercise of any
functions specifically set forth herein or incident to the general
representation of bondholders or noteholders in the enforcement and
protection of their rights.

5. The supreme court shall have jurisdiction of any suit, action or
proceeding by the trustee on behalf of such noteholders or bondholders.
The venue of any such suit, action or proceeding shall be laid in the
county of Albany.

6. Before declaring the principal of notes or bonds not guaranteed by
the state due and payable, the trustee shall first give thirty days'
notice in writing to the authority.