S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   2539
 
                        2021-2022 Regular Sessions
 
                           I N  A S S E M B L Y
 
                             January 19, 2021
                                ___________
 
 Introduced  by M. of A. HYNDMAN -- read once and referred to the Commit-
   tee on Aging
 
 AN ACT to amend the elder law, in relation to establishing the New  York
   state senior housing opportunities partnership act
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:

   Section 1. The elder law is amended by adding a new section  209-a  to
 read as follows:
   §  209-A.  THE NEW YORK STATE SENIOR HOUSING OPPORTUNITIES PARTNERSHIP
 ACT.  1. SHORT TITLE. THIS SECTION SHALL BE KNOWN AND MAY  BE  CITED  AS
 THE "NEW YORK STATE SENIOR HOUSING OPPORTUNITIES PARTNERSHIP ACT".
   2. DEFINITIONS. AS USED IN THIS SECTION:
   A.  "AUTHORITY"  MEANS THE NEW YORK STATE SENIOR HOUSING OPPORTUNITIES
 PARTNERSHIP AUTHORITY CREATED BY THIS SECTION.
   B. "BANK" MEANS ANY BANKING ORGANIZATION DEFINED BY SECTION TWO OF THE
 BANKING LAW THAT HAS A MARKET CAPITALIZATION (DETERMINED BY  MULTIPLYING
 THE   NUMBER OF SHARES TIMES THE CURRENT MARKET PRICE), OF LESS THAN TWO
 BILLION DOLLARS.
   C. "SENIOR" MEANS A PERSON WHO IS SIXTY YEARS OF AGE OR OLDER  WHO  IS
 THE  HEAD  OF  A  HOUSEHOLD. ANY OTHER PROVISION OF ANY OTHER LAW TO THE
 CONTRARY NOTWITHSTANDING, INCLUDING ANY PROVISION OF ARTICLE FIFTEEN  OF
 THE  EXECUTIVE LAW, IT SHALL NOT BE UNLAWFUL TO RESTRICT RENTAL, SALE OR
 LEASE OF A SENIOR HOUSING PROJECT FINANCED IN WHOLE OR IN  PART  BY  THE
 AUTHORITY  EXCLUSIVELY  TO  PERSONS  SIXTY YEARS OF AGE OR OLDER AND THE
 SPOUSE OF ANY SUCH PERSON.
   D. "SENIOR HOUSING OPPORTUNITIES DEVELOPMENT  CORPORATION"  MEANS  ANY
 PERSON,  INDIVIDUAL,  FIRM, PARTNERSHIP, ASSOCIATION, OR OTHER ENTITY OR
 COLLABORATION OF ENTITIES ORGANIZED OR EXISTING UNDER THE  LAWS  OF  THE
 STATE  OR  ANY  OTHER  STATE,  DOMESTIC OR FOREIGN, EXCLUSIVE OF A STATE
 AGENCY, UNDERTAKING THE CONSTRUCTION OF A SENIOR HOUSING FACILITY.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD06690-01-1
              

 A. 2539                             2
 
   E. "SENIOR HOUSING  OPPORTUNITIES  PARTNERSHIP  FINANCING  INSTRUMENT"
 MEANS  ANY FINANCING INSTRUMENT, INCLUDING A BANK LOAN, BONDS AND NOTES,
 OR CREDIT ENHANCEMENT ISSUED OR PURCHASED BY OR ON BEHALF  OF  A  SENIOR
 HOUSING  OPPORTUNITIES  DEVELOPMENT  CORPORATION  FOR  A  SENIOR HOUSING
 OPPORTUNITIES FACILITY.
   F.  "SENIOR  HOUSING  OPPORTUNITIES  FACILITY"  MEANS  ANY  STRUCTURE,
 IMPROVEMENT, FURNISHING, EQUIPMENT OR OTHER REAL  OR  PERSONAL  PROPERTY
 THAT  IS  OR  IS  TO BE USED, OWNED OR OCCUPIED IN WHOLE OR IN EXCESS OF
 FIFTY PERCENT BY HOUSING FOR SENIORS, WHETHER AS RENTAL  OR  OWNER-OCCU-
 PIED  HOUSING.  SENIOR  HOUSING  FACILITY MEANS AND INCLUDES, BUT IS NOT
 LIMITED TO NATURALLY OCCURRING RETIREMENT  COMMUNITIES  (AS  DEFINED  IN
 SECTION TWO HUNDRED NINE OF THIS TITLE, OR ANY SUCCESSOR THERETO), MARK-
 ET-RATE INDEPENDENT LIVING, ADULT HOME (AS DEFINED IN SECTION TWO OF THE
 SOCIAL  SERVICES LAW), AS WELL AS ANY AND ALL RECREATIONAL, EDUCATIONAL,
 CULTURAL, OFFICE, LIVING, REHEARSAL, PARKING, RESTAURANT, RETAIL,  STOR-
 AGE  AND  OTHER FACILITIES NECESSARY OR DESIRABLE IN CONNECTION WITH THE
 ACTIVITIES OF THE SENIOR FACILITY. FOR PURPOSES OF THIS SECTION,  OWNER-
 OCCUPIED  MEANS  AND  INCLUDES ANY PROVISION OR INSTRUMENT THAT ALLOWS A
 SENIOR TO OWN OR TO EVENTUALLY  OWN  THEIR  LIVING  UNIT  SUCH  THAT  IT
 BECOMES  AN  OWNER-OCCUPIED LIVING UNIT, INCLUDING THROUGH SUCH MEANS AS
 DIRECT PURCHASE, REVERSE-MORTGAGE, LEASE-TO-OWN, SUBSIDIZED MORTGAGE, OR
 ANY SIMILAR PROVISION ALLOWING FOR TRANSFER OF TITLE OF THE LIVING  UNIT
 TO  A  SENIOR;  OWNER-OCCUPIED  LIVING  UNIT MEANS AND INCLUDES ANY UNIT
 WHICH IS OR WILL UPON COMPLETION OR SHORTLY THEREAFTER  BE  OCCUPIED  BY
 THE  PURCHASING  SENIOR,  INCLUDING  CONDOMINIUM  OR  COOPERATIVE UNITS.
 NOTWITHSTANDING ANY IMPLICATION OF THE FOREGOING, SENIOR HOUSING FACILI-
 TY SHALL BE DEEMED TO MEAN AND INCLUDE SCATTERED SITE HOUSING, OR  HOUS-
 ING UNITS SCATTERED THROUGHOUT A NEIGHBORHOOD OR AN AREA WHICH IS BROAD-
 LY  DEFINED  BY  TRADITIONAL  NEIGHBORHOOD  OR COMMUNITY BOUNDARIES, AND
 WHERE APPROPRIATE, BOUNDED BY MAJOR NATURAL OR MAN-MADE PHYSICAL BOUNDA-
 RIES, SUCH AS BODIES OF WATER, RAILROAD LINES, OR LIMITED  ACCESS  HIGH-
 WAYS.
   G.  "SENIOR HOUSING OPPORTUNITIES FACILITY PROJECT" MEANS A PROJECT TO
 CONSTRUCT A SENIOR HOUSING OPPORTUNITIES FACILITY, INCLUDING ALL  BUILD-
 INGS,  SYSTEMS, FACILITIES, APPURTENANCES, MACHINERY AND EQUIPMENT WHICH
 THE AUTHORITY DEEMS NECESSARY FOR THE OPERATION OF THE PROJECT.
   H. "PROJECT" MEANS AND INCLUDES THE SITE OR SITES FOR A SENIOR HOUSING
 OPPORTUNITIES FACILITY PROJECT, WHICH MAY BE COMPOSED OF  NON-CONTIGUOUS
 PARCELS, TOGETHER WITH ALL PROPERTY, RIGHTS, EASEMENTS AND INTERESTS, ON
 OR  OFF  SUCH  SITE OR SITES, WHICH MAY BE REQUIRED FOR THE OPERATION OF
 THE PROJECT.
   I. "ACTIVITIES IN A PROJECT WHICH MAY BE FINANCED  BY  THE  AUTHORITY"
 MEANS ALL ACTIVITIES NECESSARY TO THE SUCCESSFUL DEVELOPMENT AND PLACING
 IN OPERATION OF THE PROJECT, INCLUDING BUT NOT LIMITED TO THE COSTS OF:
   (1) CONSTRUCTION OF THE PROJECT;
   (2)  ACQUISITION  OF PROPERTY, BOTH REAL AND PERSONAL AND IMPROVED AND
 UNIMPROVED;
   (3) DEMOLISHING, REMOVING OR RELOCATING  BUILDINGS  OR  STRUCTURES  ON
 LANDS  ACQUIRED, INCLUDING ACQUISITION OF ANY LANDS TO WHICH SUCH BUILD-
 INGS OR STRUCTURES MAY BE MOVED OR RELOCATED;
   (4) SYSTEMS, FACILITIES, MACHINERY AND EQUIPMENT;
   (5) FINANCING CHARGES, INTEREST PRIOR TO AND DURING CONSTRUCTION;
   (6) PROFESSIONAL SERVICES,  INCLUDING  ENGINEERING  AND  ARCHITECTURAL
 SERVICES,  PLANS  AND  SPECIFICATIONS,  CONSULTANTS' AND LEGAL SERVICES,
 LEASE GUARANTEE OR BOND INSURANCE, FISCAL AND  ECONOMIC  INVESTIGATIONS,
 STUDIES,  SURVEYS, DESIGNS, PLANS, DRAWINGS, SPECIFICATIONS, PROCEDURES,

 A. 2539                             3
 
 AND OTHER SUCH SIMILAR ACTIVITIES RELATED THERETO,  REGARDLESS  OF  WHEN
 COMPLETED,  AS  WELL  AS THE COSTS OF A PROJECT MANAGER OR CLERK-OF-THE-
 WORKS OR OTHER SUCH SIMILAR PERSONNEL;
   (7) ALL OR PART OF THE INITIAL OPERATIONAL EXPENSES, PROVIDED THESE DO
 NOT EXCEED TWO YEARS DURATION;
   (8) DEVELOPMENT, CONTINGENCY, AND OTHER FINANCIAL PLAN COSTS; AND
   (9)  ANY OTHER EXPENSES NECESSARY OR INCIDENTAL TO THE CONSTRUCTION OF
 SUCH PROJECT AND THE FINANCING OF ITS CONSTRUCTION.
   J. "REAL PROPERTY" MEANS AND INCLUDES  LANDS,  STRUCTURES,  FRANCHISES
 AND  INTERESTS  IN  LAND, WATERS, LANDS UNDER WATER, RIPARIAN RIGHTS AND
 AIR-RIGHTS AND ANY AND ALL THINGS AND RIGHTS INCLUDED WITHIN  SAID  TERM
 AND  INCLUDES  NOT ONLY FEES SIMPLE ABSOLUTE BUT ALSO ANY AND ALL LESSER
 INTERESTS INCLUDING BUT NOT LIMITED TO EASEMENTS, RIGHTS OF  WAY,  USES,
 LEASES,  LICENSES  AND  ALL  OTHER  INCORPOREAL  HEREDITAMENTS AND EVERY
 ESTATE, INTEREST OR RIGHT, LEGAL OR EQUITABLE, INCLUDING TERMS FOR YEARS
 AND LIENS THEREON BY WAY OF JUDGMENTS, MORTGAGES OR OTHERWISE.
   K. "STATE AGENCY" MEANS ANY OFFICER, AUTHORITY,  CORPORATION,  DEPART-
 MENT,  BOARD,  COMMISSION, BUREAU, DIVISION, PUBLIC BENEFIT CORPORATION,
 COUNCIL, AGENCY OR INSTRUMENTALITY OF THE STATE.
   3. NEW YORK STATE SENIOR HOUSING OPPORTUNITIES PARTNERSHIP  AUTHORITY.
 A.  THE NEW YORK STATE SENIOR HOUSING OPPORTUNITIES PARTNERSHIP AUTHORI-
 TY  IS  HEREBY  CREATED  AS  A BODY CORPORATE AND POLITIC CONSTITUTING A
 PUBLIC BENEFIT AUTHORITY. ITS PURPOSE SHALL BE TO FINANCE OR COLLABORATE
 IN THE FINANCING OF SENIOR HOUSING OPPORTUNITIES FACILITY  PROJECTS  FOR
 OR  ON  BEHALF OF SENIOR HOUSING OPPORTUNITIES DEVELOPMENT CORPORATIONS,
 AS PROVIDED IN THIS SECTION. THE AUTHORITY MAY  MAKE  LOANS  OR  PROVIDE
 CREDIT FOR LOANS WHICH MAY BE SECURED BY MORTGAGE, CONTRACTS, OR PROVIDE
 OTHER  FINANCING INSTRUMENTS TO SENIOR HOUSING OPPORTUNITIES DEVELOPMENT
 CORPORATIONS IN ACCORDANCE WITH THE PROVISIONS OF THIS  ARTICLE.  IT  IS
 HEREBY FOUND AND DECLARED THAT SUCH PURPOSES ARE IN ALL RESPECTS FOR THE
 BENEFIT  OF  THE PEOPLE OF THE STATE OF NEW YORK AND THE AUTHORITY SHALL
 BE REGARDED AS PERFORMING AN ESSENTIAL GOVERNMENTAL FUNCTION IN CARRYING
 OUT ITS PURPOSES AND IN EXERCISING THE POWERS GRANTED BY THIS SECTION.
   B. MEMBERSHIP OF THE AUTHORITY SHALL CONSIST OF  SEVEN  DIRECTORS,  OF
 WHOM  SIX  SHALL BE APPOINTED BY THE GOVERNOR BY AND WITH THE ADVICE AND
 CONSENT OF THE SENATE, TWO OF WHOM SHALL BE SO APPOINTED ON  RECOMMENDA-
 TION OF THE TEMPORARY PRESIDENT OF THE SENATE, AND TWO ON RECOMMENDATION
 OF  THE  SPEAKER  OF  THE  ASSEMBLY.  EACH DIRECTOR SHALL AT THE TIME OF
 APPOINTMENT HAVE HAD AT LEAST FIVE YEARS EXPERIENCE IN  FINANCE,  AS  AN
 OFFICER IN AN ENTITY IN WHICH HE OR SHE SERVED AS A BANKER OR INVESTMENT
 BANKER,  AND/OR  AS  A DEVELOPER OF SENIOR HOUSING OR OTHER PROJECTS FOR
 SENIORS WITH A DEVELOPMENT COST  IN  EXCESS  OF  FIVE  MILLION  DOLLARS.
 DIRECTORS  SHALL  SERVE  FOR TERMS OF SIX YEARS EACH, PROVIDED, HOWEVER,
 THAT OF THE DIRECTORS FIRST APPOINTED, TWO SHALL SERVE FOR TERMS OF  TWO
 YEARS,  TWO  FOR  TERMS  OF  FOUR  YEARS AND TWO FOR TERMS OF SIX YEARS,
 RESPECTIVELY, FROM JANUARY FIRST NEXT SUCCEEDING THEIR APPOINTMENT.  ANY
 VACANCY  OCCURRING  OTHERWISE THAN BY EXPIRATION OF TERM SHALL BE FILLED
 IN THE SAME MANNER AS THE ORIGINAL APPOINTMENT FOR THE  BALANCE  OF  THE
 UNEXPIRED  TERM. THE DIRECTOR OF THE OFFICE FOR THE AGING SHALL SERVE AS
 EX OFFICIO MEMBER WITH THE SAME RIGHTS AND DUTIES AS OTHER MEMBERS,  AND
 SHALL  ALSO BE THE CHAIR OF THE AUTHORITY AND CHIEF EXECUTIVE OFFICER OF
 THE AUTHORITY, AND SHALL APPOINT SUCH VICE-CHAIRMAN AS HE OR  SHE  DEEMS
 APPROPRIATE.  DIRECTORS  OF THE AUTHORITY SHALL CONTINUE IN OFFICE UNTIL
 THEIR SUCCESSORS ARE APPOINTED AND SHALL HAVE QUALIFIED. A DIRECTOR,  ON
 HIS  OR  HER  INITIATIVE, MAY ACQUIRE BY LOANED EMPLOYEE FROM THE OFFICE
 FOR THE AGING, THROUGH THE POWERS PROVIDED HIM OR HER, NO MORE THAN  TWO

 A. 2539                             4
 
 OFFICERS AND EMPLOYEES, PLUS ADMINISTRATIVE-SECRETARIAL SUPPORT STAFF AS
 REQUIRED,  THE  DUTIES  AND  WORK  OF  WHOM ARE HEREBY DECLARED TO BE AN
 ESSENTIAL STATE PURPOSE, AND WHO SHALL SUFFER  NO  DIMINUTION  OF  THEIR
 COMPENSATION  OR BENEFITS AS RESULT OF SUCH ASSIGNMENT, PROVIDED THAT NO
 SUCH TRANSFER BE MADE EXCEPT WITH THE APPROVAL OF THE  DIRECTOR  OF  THE
 BUDGET,  AND  IN  COMPLIANCE WITH THE RULES AND REGULATIONS OF THE CIVIL
 SERVICE COMMISSION OF THE STATE; AND MAY RETAIN OR EMPLOY COUNSEL, AUDI-
 TORS, ENGINEERS AND PRIVATE CONSULTANTS ON A CONTRACT BASIS OR OTHERWISE
 FOR RENDERING PROFESSIONAL OR TECHNICAL SERVICES AND ADVICE.
   C. DIRECTORS SHALL RECEIVE NO SALARY OR OTHER COMPENSATION, BUT  SHALL
 BE  ENTITLED  TO  REIMBURSEMENT  FOR THEIR ACTUAL AND NECESSARY EXPENSES
 INCURRED IN THE PERFORMANCE OF OFFICIAL DUTIES. ANY OTHER  PROVISION  OF
 LAW  TO  THE  CONTRARY  NOTWITHSTANDING,  NO  OFFICER OR EMPLOYEE OF THE
 STATE, OR OF ANY  CIVIL  DIVISION  THEREOF,  SHALL  BE  DEEMED  TO  HAVE
 FORFEITED  OR SHALL FORFEIT HIS OR HER OFFICE OR EMPLOYMENT OR ANY BENE-
 FITS PROVIDED UNDER THE RETIREMENT AND SOCIAL SECURITY LAW BY REASON  OF
 ACCEPTANCE  OF  MEMBERSHIP  ON  THE AUTHORITY, PROVIDED, HOWEVER, THAT A
 DIRECTOR WHO HOLDS SUCH OTHER PUBLIC OFFICE OR EMPLOYMENT SHALL  RECEIVE
 NO  ADDITIONAL COMPENSATION FOR SERVICES RENDERED PURSUANT TO THIS ARTI-
 CLE, BUT SHALL BE ENTITLED TO REIMBURSEMENT  FOR  ACTUAL  AND  NECESSARY
 EXPENSES  INCURRED  IN  THE  PERFORMANCE OF SUCH SERVICES. DIRECTORS MAY
 ENGAGE IN PRIVATE EMPLOYMENT, OR IN A PROFESSION OR BUSINESS, SUBJECT TO
 THE LIMITATIONS CONTAINED IN SECTIONS SEVENTY-THREE AND SEVENTY-FOUR  OF
 THE  PUBLIC  OFFICERS  LAW.  THE  AUTHORITY  SHALL,  FOR THE PURPOSES OF
 SECTIONS SEVENTY-THREE AND SEVENTY-FOUR OF THE PUBLIC OFFICERS LAW, BE A
 STATE AGENCY, AND ITS DIRECTORS SHALL BE OFFICERS OF THE  AUTHORITY  FOR
 THE PURPOSES OF SAID SECTIONS.
   D. FOUR DIRECTORS OF THE AUTHORITY SHALL CONSTITUTE A QUORUM FOR TRAN-
 SACTION  OF BUSINESS OR THE EXERCISE OF ANY POWER OF THE AUTHORITY.  FOR
 THE TRANSACTION OF BUSINESS OR THE EXERCISE OF ANY POWER OF THE AUTHORI-
 TY, THE AUTHORITY SHALL HAVE POWER TO ACT BY MAJORITY OF  THE  DIRECTORS
 PRESENT AT ANY MEETING AT WHICH A QUORUM IS IN ATTENDANCE. THE AUTHORITY
 MAY  DELEGATE  TO  ONE OR MORE OF ITS DIRECTORS, OR ITS OFFICERS, AGENTS
 AND EMPLOYEES, SUCH POWERS AND DUTIES AS IT  MAY  DEEM  PROPER.  NOTHING
 CONTAINED  IN THIS PARAGRAPH SHALL PREVENT THE DIRECTORS FROM CONDUCTING
 THEIR MEETINGS BY TELEVIDEO OR TELECONFERENCE, OR BY  TELEPHONE  CONFER-
 ENCE,  PROVIDED  THAT AT LEAST THREE DIRECTORS OF THE AUTHORITY SHALL BE
 PHYSICALLY PRESENT.
   E. THE GOVERNOR MAY REMOVE ANY DIRECTOR FOR INEFFICIENCY,  NEGLECT  OF
 DUTY  OR  MISCONDUCT  IN  OFFICE  AFTER  GIVING HIM OR HER A COPY OF THE
 CHARGES AGAINST HIM OR HER AND AN OPPORTUNITY TO BE HEARD, IN PERSON  OR
 BY  COUNSEL  IN HIS OR HER DEFENSE, UPON NOT LESS THAN TEN DAYS' NOTICE.
 IF ANY DIRECTOR SHALL BE SO REMOVED, THE  GOVERNOR  SHALL  FILE  IN  THE
 OFFICE  OF  THE DEPARTMENT OF STATE A COMPLETE STATEMENT OF CHARGES MADE
 AGAINST SUCH DIRECTOR, AND HIS OR HER FINDINGS THEREON, TOGETHER WITH  A
 COMPLETE RECORD OF THE PROCEEDINGS.
   F.  THE  AUTHORITY  SHALL  CONTINUE  SO LONG AS IT SHALL HAVE BONDS OR
 OTHER OBLIGATIONS OUTSTANDING AND UNTIL ITS EXISTENCE  SHALL  BE  TERMI-
 NATED  BY  LAW.  UPON THE TERMINATION OF THE EXISTENCE OF THE AUTHORITY,
 ALL ITS RIGHTS AND PROPERTIES SHALL PASS TO AND BE VESTED IN THE STATE.
   4. POWERS OF THE  AUTHORITY.  EXCEPT  AS  OTHERWISE  LIMITED  BY  THIS
 SECTION, THE AUTHORITY SHALL HAVE POWER:
   A. TO SUE AND BE SUED;
   B. TO HAVE A SEAL AND ALTER THE SAME AT PLEASURE;

 A. 2539                             5
 
   C. TO BORROW MONEY AND ISSUE NEGOTIABLE OR NON-NEGOTIABLE NOTES, BONDS
 OR  OTHER  OBLIGATIONS,  TO THE LIMITS AND FOR THE PURPOSES DESCRIBED IN
 THIS SECTION, AND TO PROVIDE FOR THE RIGHTS OF THE HOLDERS THEREOF;
   D. TO INVEST ANY FUNDS HELD IN RESERVE OR SINKING FUNDS, OR ANY MONIES
 NOT REQUIRED FOR IMMEDIATE USE OR DISBURSEMENT, AT THE DISCRETION OF THE
 AUTHORITY,  IN OBLIGATIONS OF THE STATE OR THE UNITED STATES OF AMERICA,
 IN OBLIGATIONS THE PRINCIPAL AND INTEREST OF WHICH ARE GUARANTEED BY THE
 STATE OR THE UNITED STATES OF AMERICA, OR IN DEPOSITS WITH SUCH BANKS OR
 TRUST COMPANIES AS MAY BE DESIGNATED BY THE AUTHORITY. EACH SUCH BANK OR
 TRUST COMPANY DEPOSIT SHALL BE CONTINUOUSLY AND FULLY SECURED BY  DIRECT
 OBLIGATIONS  OF  THE  STATE OR THE UNITED STATES OF AMERICA, OR BY OBLI-
 GATIONS THE PRINCIPAL AND INTEREST OF WHICH ARE GUARANTEED BY THE  STATE
 OR  THE UNITED STATES OF AMERICA, AND ADDITIONALLY, ANY FUNDS MANAGED BY
 THE AUTHORITY FOR ANY SENIOR HOUSING OPPORTUNITIES  CORPORATION  MAY  BE
 CONTINUOUSLY  AND  FULLY  SECURED  BY  OBLIGATIONS OF ANY SENIOR HOUSING
 OPPORTUNITIES CORPORATION OF A MARKET VALUE EQUAL AT ALL  TIMES  TO  THE
 AMOUNT  OF  THE  DEPOSIT,  AND  ALL BANKS AND TRUST COMPANIES ARE HEREBY
 AUTHORIZED TO GIVE SUCH SECURITY;
   E. TO MAKE AND ALTER BY-LAWS FOR ITS ORGANIZATION AND INTERNAL MANAGE-
 MENT, AND RULES AND REGULATIONS GOVERNING THE EXERCISE OF ITS POWERS AND
 THE FULFILLMENT OF ITS PURPOSES UNDER THIS SECTION;
   F. TO ENTER INTO CONTRACTS AND LEASES AND TO EXECUTE  ALL  INSTRUMENTS
 NECESSARY  TO  THE  PURPOSES OF THE AUTHORITY OR TO CARRY OUT ANY POWERS
 EXPRESSLY GIVEN IT;
   G. TO ACQUIRE, PURCHASE, HOLD, LEASE AS LESSEE, DISPOSE OF AND USE ANY
 REAL OR PERSONAL PROPERTY OR ANY INTEREST THEREIN, OR TO SELL, LEASE  AS
 LESSOR,  GRANT EASEMENTS OR RIGHTS ON, TRANSFER AND DISPOSE OF ANY PROP-
 ERTY OR INTEREST THEREIN AT ANY TIME AS IT MAY DEEM  NECESSARY,  CONVEN-
 IENT OR DESIRABLE TO EFFECTUATE THE PURPOSES OF THIS SECTION;
   H. TO MAKE PLANS, SURVEYS AND STUDIES NECESSARY, CONVENIENT OR DESIRA-
 BLE TO EFFECTUATE ITS PURPOSES AND POWERS;
   I.  TO ENTER UPON SUCH LANDS, WATERS OR PREMISES AS IN THE JUDGMENT OF
 THE AUTHORITY MAY BE NECESSARY, CONVENIENT OR DESIRABLE FOR THE  PURPOSE
 OF MAKING SURVEYS, SOUNDINGS, BORINGS AND EXAMINATIONS TO ACCOMPLISH ANY
 PURPOSE AUTHORIZED BY THIS ARTICLE, THE AUTHORITY BEING LIABLE FOR ACTU-
 AL DAMAGE DONE;
   J.  TO  CONDUCT  INVESTIGATIONS AND HEARINGS IN THE FURTHERANCE OF ITS
 GENERAL PURPOSES, AND IN AID  THEREOF  TO  HAVE  ACCESS  TO  ANY  BOOKS,
 RECORDS  OR  PAPERS  RELEVANT THERETO; AND IF ANY PERSON WHOSE TESTIMONY
 SHALL BE REQUIRED FOR THE  PROPER  PERFORMANCE  OF  THE  DUTIES  OF  THE
 AUTHORITY  SHALL  FAIL  OR  REFUSE TO AID OR ASSIST THE AUTHORITY IN THE
 CONDUCT OF ANY INVESTIGATION OR HEARING,  OR  TO  PRODUCE  ANY  RELEVANT
 BOOKS, RECORDS OR OTHER PAPERS, THE AUTHORITY IS AUTHORIZED TO APPLY FOR
 PROCESS  OF  SUBPOENA,  TO  ISSUE  OUT  OF ANY COURT OF GENERAL ORIGINAL
 JURISDICTION WHOSE PROCESS CAN REACH SUCH PERSON, UPON DUE CAUSE SHOWN;
   K. TO ACQUIRE SENIOR HOUSING OPPORTUNITY CORPORATION BONDS AND  NOTES,
 AND  TO  MAKE  LOAN  COMMITMENTS AND LOANS TO SENIOR HOUSING OPPORTUNITY
 CORPORATIONS, AND TO ENTER INTO OPTION ARRANGEMENTS WITH SENIOR  HOUSING
 OPPORTUNITY  CORPORATIONS FOR THE PURCHASE OF SENIOR HOUSING OPPORTUNITY
 CORPORATIONS BONDS AND NOTES;
   1. TO SELL ANY SENIOR HOUSING OPPORTUNITY CORPORATIONS BONDS OR NOTES,
 OTHER SECURITIES, OR OTHER PERSONAL PROPERTY ACQUIRED BY  THE  AUTHORITY
 WHENEVER IT IS DETERMINED BY THE AUTHORITY THAT THE SALE OF SUCH PROPER-
 TY  IS  DESIRABLE, SUCH BONDS AND NOTES TO BE SOLD BY THE AUTHORITY ONLY
 AT PUBLIC SALE AT SUCH PRICE OR PRICES AS THE AUTHORITY SHALL DETERMINE,
 PROVIDED THAT A NOTICE OF SUCH SALE SHALL BE PUBLISHED AT LEAST ONCE NOT

 A. 2539                             6

 LESS THAN FIVE DAYS PRIOR TO THE DATE OF SUCH SALE IN A FINANCIAL  NEWS-
 PAPER OR JOURNAL PUBLISHED IN THE CITY OF NEW YORK. THE PROCEEDS OF SUCH
 SALE SHALL BE SUBJECT TO SUCH AGREEMENTS WITH BONDHOLDERS OR NOTEHOLDERS
 AS MAY THEN EXIST;
   M.  TO  APPLY  FOR  AND RECEIVE, IN ITS OWN NAME OR IN THE NAME OF THE
 STATE, GIFTS OR GRANTS OR LOANS OF FUNDS OR PROPERTY  FROM  THE  FEDERAL
 GOVERNMENT  OR  FROM THE STATE OR FROM ANY OTHER FEDERAL OR STATE PUBLIC
 BODY OR POLITICAL SUBDIVISION OR ANY OTHER PERSON OR  ENTITY,  WHICH  IT
 MAY  USE  TO  MEET  CAPITAL  OR OPERATING EXPENSES AND FOR ANY OTHER USE
 WITHIN THE SCOPE OF ITS POWERS, AND TO NEGOTIATE FOR THE SAME UPON  SUCH
 TERMS  AND  CONDITIONS  AS  THE AUTHORITY MAY DETERMINE TO BE NECESSARY,
 CONVENIENT OR DESIRABLE, AND TO COMPLY, SUBJECT  TO  THE  PROVISIONS  OF
 THIS SECTION, WITH THE TERMS AND CONDITIONS THEREOF; AND
   N. TO APPOINT SUCH ADVISORY COMMITTEES AS MAY BE NECESSARY, CONVENIENT
 OR DESIRABLE TO EFFECTUATE THE PURPOSES AND POWERS OF THE AUTHORITY.
   5. SPECIAL POWERS OF THE AUTHORITY. IN ORDER TO CARRY OUT THE PURPOSES
 OF  THIS  SECTION,  THE  AUTHORITY SHALL HAVE AND EXERCISE THE FOLLOWING
 SPECIAL POWERS:
   A. COMMITMENTS FOR SENIOR HOUSING OPPORTUNITIES PARTNERSHIP  FINANCING
 INSTRUMENTS:
   (1) THE AUTHORITY SHALL ENTER INTO A CONTRACT OR CONTRACTS WITH A BANK
 OR  CONSORTIUM OF BANKS TO MAKE SENIOR HOUSING OPPORTUNITIES PARTNERSHIP
 FINANCING INSTRUMENTS AVAILABLE TO  SENIOR  HOUSING  OPPORTUNITY  CORPO-
 RATIONS  FOR  THE DEVELOPMENT OF PROJECTS IN AN AMOUNT OR AMOUNTS NOT TO
 EXCEED THE COST OF SUCH PROJECT.   IN CONNECTION WITH  MAKING  AVAILABLE
 SUCH SENIOR HOUSING OPPORTUNITIES PARTNERSHIP FINANCING INSTRUMENTS, THE
 AUTHORITY  MAY  FIX AND COLLECT SUCH FEES AND CHARGES, INCLUDING BUT NOT
 LIMITED TO REIMBURSEMENT OF ALL COSTS OF FINANCING BY THE AUTHORITY,  AS
 THE AUTHORITY SHALL DETERMINE TO BE REASONABLE.
   (2)  IN  NO  EVENT SHALL THE AUTHORITY APPROVE SUCH FINANCING PRIOR TO
 THE FORMAL APPROVAL OF FINANCING OR OF A FINANCIAL  PRO  FORMA  BY  SUCH
 BANK  OR  BANKS IN WHATEVER MEANS ARE TRADITIONALLY AND CUSTOMARILY USED
 TO APPROVE SUCH COMMITMENTS,  THROUGH  THE  CREDIT  COMMITTEES  OF  SUCH
 BANKS,  OR  THROUGH  THEIR BOARDS OF DIRECTORS, AS APPROPRIATE, PROVIDED
 THAT SUCH FORMAL APPROVAL MAY BE  CONTINGENT  ON  PARTICIPATION  BY  THE
 AUTHORITY IN THE FINANCING.
   (3)  THE  AUTHORITY MAY SELL A CREDIT ENHANCEMENT, LETTER OF CREDIT OR
 OTHER SIMILAR CREDIT DEVICE FOR PURPOSES OF THE DEVELOPMENT OF A  SENIOR
 HOUSING OPPORTUNITIES FACILITY PROJECT TO A BANK, CONSORTIUM OF BANKS OR
 A SENIOR HOUSING OPPORTUNITIES DEVELOPMENT CORPORATION, UPON APPLICATION
 BY  SUCH  BANK  OR  CONSORTIUM,  OR  BY THE SENIOR HOUSING OPPORTUNITIES
 DEVELOPMENT CORPORATION AT AN APPROPRIATE AND COMPETITIVE  MARKET  RATE,
 OR  IN THE ABSENCE OF SUCH APPROPRIATE AND COMPETITIVE MARKET RATE, UPON
 SUCH SECURITY AS THE AUTHORITY SHALL DEEM APPROPRIATE. IN  THE CASE OF A
 MIXED-USE PROJECT, OR A PROJECT THAT  ENCOMPASSES  MORE  THAN  A  SENIOR
 HOUSING  OPPORTUNITIES  FACILITY, SUCH CREDIT DEVICE SHALL BE LIMITED TO
 THE SENIOR HOUSING OPPORTUNITIES FACILITY PORTION OF THE  PROJECT.  SUCH
 CREDIT  DEVICE  SHALL  NOT  EXCEED  ONE HUNDRED PERCENT OF THE APPRAISED
 VALUE OF THE PROJECT AS BUILT AND FULLY OCCUPIED, AFTER DISCOUNTING  FOR
 OTHER SECURITY PLEDGES.
   (4)  THE  AUTHORITY MAY DENY AN APPLICATION FOR A FINANCING INSTRUMENT
 FOR ANY REASON IT DEEMS APPROPRIATE IN THE PUBLIC INTEREST.  THE  EXTEN-
 SION OF ANY SUCH CREDIT OR LOAN IS SUBJECT TO THE ABILITY OF THE AUTHOR-
 ITY TO SECURE THE NECESSARY FINANCING.
   B.  CONSTRUCTION, OPERATION AND MAINTENANCE OF SENIOR HOUSING OPPORTU-
 NITIES FACILITY PROJECTS.

 A. 2539                             7
 
   (1) THE AUTHORITY AND A SENIOR  HOUSING  OPPORTUNITY  CORPORATION  MAY
 ENTER  INTO  A  CONTRACT  FOR  THE OPERATION AND MAINTENANCE OF A SENIOR
 HOUSING OPPORTUNITIES FACILITY OWNED BY THE  AUTHORITY  BY  SUCH  SENIOR
 HOUSING OPPORTUNITY CORPORATION OR BY A PERSON APPROVED BY THE AUTHORITY
 AND  SUCH  SENIOR  HOUSING  OPPORTUNITY  CORPORATION.  SUCH CONTRACT MAY
 INCLUDE PROVISION FOR ALL OR PART OF THE AMOUNTS  NECESSARY  TO  PROVIDE
 FOR  (A) THE EXPENSE OF OPERATION AND MAINTENANCE OF SUCH SENIOR HOUSING
 OPPORTUNITIES FACILITY INCLUDING, WITHOUT LIMITATION, INSURANCE,  EXTEN-
 SIONS, BETTERMENTS AND REPLACEMENTS AND THE PRINCIPAL OF AND INTEREST ON
 ANY BONDS OR NOTES OF THE AUTHORITY, (B) DEFICITS RESULTING FROM FAILURE
 TO  SECURE SUMS PAYABLE TO THE AUTHORITY BY SUCH SENIOR HOUSING OPPORTU-
 NITY CORPORATION, (C) RESERVES OR SINKING FUNDS FOR ANY OF  THE  FOREGO-
 ING,  AND  (D)  THE PAYMENT TO THE AUTHORITY OF EXPENSES INCURRED BY THE
 AUTHORITY RELATED TO PLACING THE PROJECT IN OPERATION.  SUBJECT  TO  ANY
 CONTRACTS WITH THE HOLDERS OF ITS BONDS OR NOTES, THE AUTHORITY IS HERE-
 BY  AUTHORIZED  TO  DO AND PERFORM ANY AND ALL ACTS OR THINGS NECESSARY,
 CONVENIENT OR DESIRABLE TO CARRY OUT AND PERFORM ITS  OBLIGATIONS  UNDER
 EVERY  SUCH CONTRACT AND, IN ACCORDANCE WITH ANY SUCH CONTRACT TO WAIVE,
 MODIFY, SUSPEND OR REDUCE CHARGES WHICH WOULD OTHERWISE BE  CHARGED  AND
 COLLECTED  BY  THE  AUTHORITY FROM THE SENIOR HOUSING OPPORTUNITY CORPO-
 RATION. A SENIOR HOUSING OPPORTUNITY CORPORATION SHALL NOT BE LIABLE FOR
 ANY ACT OR OMISSION OF THE AUTHORITY, ITS OFFICERS, AGENTS, SERVANTS  OR
 CONTRACTORS IN THE PERFORMANCE OF ANY SUCH CONTRACT BY THE AUTHORITY.
   (2)  A  CONTRACT  ENTERED  INTO  BY THE AUTHORITY AND A SENIOR HOUSING
 OPPORTUNITY CORPORATION PURSUANT TO THIS SUBDIVISION MAY PROVIDE THAT AT
 ITS TERMINATION THE TITLE TO THE SENIOR HOUSING  OPPORTUNITIES  FACILITY
 SHALL  VEST IN THE SENIOR HOUSING OPPORTUNITY CORPORATION OR ITS SUCCES-
 SOR IN INTEREST, IF ANY, FREE AND CLEAR OF ANY  INDEBTEDNESS  CONTRACTED
 BY  THE  AUTHORITY.  ANY SUCH CONTRACT ENTERED INTO BY THE AUTHORITY AND
 ANY SENIOR HOUSING OPPORTUNITY CORPORATION  WHICH  PROVIDES  THAT  TITLE
 SHALL  SO  VEST  IN  THE  SENIOR  HOUSING OPPORTUNITY CORPORATION OR ITS
 SUCCESSOR IN INTEREST SHALL BE SUBJECT AT A  MINIMUM  TO  THE  FOLLOWING
 PROVISIONS:  (A) THE SENIOR HOUSING OPPORTUNITY CORPORATION SHALL PLEDGE
 SECURITY FOR THE PAYMENT OF ANNUAL PAYMENTS INCLUDING INTEREST ON  DEBT;
 (B)  THE  TOTAL  UNPAID  PAYMENTS  IN  RELATION  TO THE PRINCIPAL OF THE
 INDEBTEDNESS SHALL BE DEEMED TO BE INDEBTEDNESS OF  THE  SENIOR  HOUSING
 OPPORTUNITY  CORPORATION;  AND (C) THE SENIOR HOUSING OPPORTUNITY CORPO-
 RATION SHALL NOT BE LIABLE FOR A  DEFAULT  ON  THE  OBLIGATIONS  OF  THE
 AUTHORITY  WITH  RESPECT  TO THE FACILITY IF IT IS NOT IN DEFAULT ON ITS
 PAYMENT PURSUANT TO THE CONTRACT.
   6. MISCELLANEOUS PROVISIONS. A. THE AUTHORITY MAY ACQUIRE, HOLD,  OWN,
 LEASE,  ESTABLISH,  CONSTRUCT,  EFFECTUATE, OPERATE, MAINTAIN, RENOVATE,
 IMPROVE, EXTEND OR REPAIR ANY OF ITS FACILITIES THROUGH, AND  CAUSE  ANY
 ONE  OR  MORE OF ITS POWERS, DUTIES, FUNCTIONS OR ACTIVITIES TO BE EXER-
 CISED OR PERFORMED BY, ONE OR MORE WHOLLY OWNED SUBSIDIARY  CORPORATIONS
 OF  THE  AUTHORITY  AND MAY TRANSFER TO OR FROM ANY SUCH CORPORATION ANY
 MONEYS, REAL PROPERTY OR OTHER PROPERTY FOR ANY OF THE PURPOSES OF  THIS
 SECTION.  THE  DIRECTORS OR MEMBERS OF EACH SUBSIDIARY CORPORATION SHALL
 BE THE SAME PERSONS HOLDING THE OFFICES OF  MEMBERS  OF  THE  AUTHORITY.
 EACH  SUBSIDIARY  CORPORATION  AND  ANY  OF  ITS PROPERTY, FUNCTIONS AND
 ACTIVITIES SHALL HAVE ALL OF THE PRIVILEGES, IMMUNITIES, TAX  EXEMPTIONS
 AND  OTHER  EXEMPTIONS OF THE AUTHORITY AND OF THE AUTHORITY'S PROPERTY,
 FUNCTIONS AND ACTIVITIES, AND SHALL BE SUBJECT TO THE  RESTRICTIONS  AND
 LIMITATIONS TO WHICH THE AUTHORITY MAY BE SUBJECT.  THE EMPLOYEES OF ANY
 SUCH  SUBSIDIARY CORPORATION, EXCEPT THOSE WHO ARE ALSO EMPLOYEES OF THE
 AUTHORITY, SHALL NOT BE  DEEMED  EMPLOYEES  OF  THE  AUTHORITY.  IF  THE

 A. 2539                             8
 
 AUTHORITY  SHALL  DETERMINE  THAT  ONE  OR MORE OF ITS SUBSIDIARY CORPO-
 RATIONS SHOULD BE IN THE FORM OF A PUBLIC BENEFIT CORPORATION, IT  SHALL
 CREATE EACH SUCH PUBLIC BENEFIT CORPORATION BY EXECUTING AND FILING WITH
 THE  SECRETARY  OF  STATE  A  CERTIFICATE OF INCORPORATION, WHICH MAY BE
 AMENDED FROM TIME TO TIME BY FILING, WHICH SHALL SET FORTH THE  NAME  OF
 SUCH  PUBLIC  BENEFIT SUBSIDIARY CORPORATION, ITS DURATION, THE LOCATION
 OF ITS PRINCIPAL OFFICE, AND ANY OR ALL OF THE  PURPOSES  OF  ACQUIRING,
 OWNING,  LEASING,  ESTABLISHING,  CONSTRUCTING, EFFECTUATING, OPERATING,
 MAINTAINING, RENOVATING, IMPROVING, EXTENDING OR REPAIRING ONE  OR  MORE
 FACILITIES  OF THE AUTHORITY. EACH SUCH PUBLIC BENEFIT SUBSIDIARY CORPO-
 RATION SHALL BE A BODY POLITIC AND CORPORATE AND SHALL  HAVE  ALL  THOSE
 POWERS  VESTED  IN THE AUTHORITY BY THE PROVISIONS OF THIS SECTION WHICH
 THE AUTHORITY SHALL DETERMINE TO INCLUDE IN ITS CERTIFICATE OF  INCORPO-
 RATION  EXCEPT  THE  POWER TO CONTRACT INDEBTEDNESS. WHENEVER ANY STATE,
 POLITICAL SUBDIVISION, SENIOR HOUSING OPPORTUNITY  CORPORATION,  COMMIS-
 SION, AGENCY, OFFICER, DEPARTMENT, BOARD, DIVISION OR PERSON SHALL ENTER
 INTO  AGREEMENTS WITH THE AUTHORITY IT SHALL HAVE THE SAME AUTHORIZATION
 AND POWER FOR ANY OF SUCH PURPOSES TO COOPERATE AND  ENTER  INTO  AGREE-
 MENTS WITH A SUBSIDIARY CORPORATION OF THE AUTHORITY.
   B.  FOR  PURPOSES  OF  THE  FEDERAL  INTERNAL  REVENUE SERVICE REVENUE
 RULINGS OR REVENUE PROCEDURE, INCLUDING REVENUE RULING 63-20 AND REVENUE
 PROCEDURE 82-26 AND SUCCESSORS AND  AMENDMENTS  THERETO,  THE  AUTHORITY
 SHALL BE AND IS HEREBY DECLARED TO BE A POLITICAL SUBDIVISION, OR IN THE
 ALTERNATIVE  AN  AGENT FOR THE STATE FOR PURPOSES OF ACQUIRING A BENEFI-
 CIAL INTEREST IN A SENIOR HOUSING PROJECT AND APPROVING THE  OBLIGATIONS
 ISSUED BY THE SENIOR HOUSING DEVELOPMENT CORPORATION.
   7.  REVOLVING  FUND.  A. THERE IS HEREBY ESTABLISHED IN THE CUSTODY OF
 THE AUTHORITY A SPECIAL FUND TO BE KNOWN AS THE SENIOR HOUSING  OPPORTU-
 NITIES FACILITIES REVOLVING FUND. MONEYS IN THE FUND SHALL BE SEGREGATED
 FROM  ALL  OTHER  FUNDS OF OR IN THE CUSTODY OF THE AUTHORITY SUBJECT TO
 ANY RIGHTS OF HOLDERS  OF  AUTHORITY  BONDS  OR  NOTES  ISSUED  FOR  THE
 PURPOSES  OF THIS SECTION. MONEYS IN THE REVOLVING FUND SHALL BE APPLIED
 TO OR PAID OUT FOR AUTHORIZED PURPOSES OF THE FUND ON THE  DIRECTION  OF
 THE  CHAIR  OF  THE  AUTHORITY  IN ACCORDANCE WITH THIS SECTION, OR SUCH
 OTHER PERSON AS THE AUTHORITY SHALL AUTHORIZE TO MAKE SUCH DIRECTION. IN
 CONSULTATION WITH THE DIRECTOR  OF  THE  DIVISION  OF  THE  BUDGET,  THE
 AUTHORITY MAY ESTABLISH WITHIN THE REVOLVING FUND ADDITIONAL ACCOUNTS OR
 SUBACCOUNTS  AND  SPECIFY  ANY  CONDITIONS APPLICABLE TO THE TRANSFER OF
 MONEYS BETWEEN SUCH ACCOUNTS OR SUBACCOUNTS. WITH RESPECT TO EACH SENIOR
 HOUSING OPPORTUNITIES FACILITIES PROJECT, THE AUTHORITY SHALL  ESTABLISH
 AND  MAINTAIN A RECORD OF THE CORPUS ALLOCATION FOR SUCH PROJECT AND ANY
 APPLICABLE INVESTMENT EARNINGS ATTRIBUTABLE TO  SUCH  CORPUS  ALLOCATION
 FOR  THE  BENEFIT  OF  SUCH  PROJECT IN ACCORDANCE WITH THE TERMS OF THE
 APPLICABLE PROJECT FINANCING OR LOAN AGREEMENT.
   B. SUCH FUND SHALL CONSIST OF  FEDERAL  GRANTS  AND  AWARDS  OR  OTHER
 FEDERAL  ASSISTANCE; MONEYS APPROPRIATED FOR THE PURPOSE OF SUCH FUND OR
 OTHERWISE TRANSFERRED BY THE STATE FOR  DEPOSIT  THEREIN  BY  THE  COMP-
 TROLLER  AS  REQUIRED BY LAW; PAYMENTS OF PRINCIPAL AND INTEREST MADE BY
 SENIOR HOUSING OPPORTUNITY   CORPORATIONS  PURSUANT  TO  LOAN  OR  OTHER
 AGREEMENTS  ENTERED INTO PURSUANT TO THIS SECTION, PROVIDED, HOWEVER, IF
 SUCH LOANS WERE FINANCED BY THE  ISSUANCE  OF  BONDS  OR  NOTES  OF  THE
 AUTHORITY,  DEPOSIT  OF  SUCH PAYMENTS INTO THE FUND SHALL BE SUBJECT TO
 THE RIGHTS OF THE HOLDERS OF SUCH BONDS OR NOTES TO RECEIVE SUCH MONEYS;
 INVESTMENT EARNINGS ON AMOUNTS IN SUCH FUND; ANY OTHER PAYMENTS RECEIVED
 FROM SENIOR HOUSING OPPORTUNITY CORPORATIONS PURSUANT TO A LOAN OR OTHER
 AGREEMENT MADE PURSUANT TO THIS SECTION FOR COSTS OF MANAGING AND ADMIN-

 A. 2539                             9
 
 ISTERING THE PROGRAM; AND THE PROCEEDS OF BONDS OR NOTES ISSUED  BY  THE
 AUTHORITY FOR PURPOSES OF PROVIDING FINANCIAL ASSISTANCE TO SENIOR HOUS-
 ING OPPORTUNITY CORPORATIONS.
   C.  MONEYS  IN THE REVOLVING FUND SHALL BE APPLIED BY THE AUTHORITY TO
 PROVIDE FINANCIAL ASSISTANCE TO SENIOR HOUSING OPPORTUNITY  CORPORATIONS
 FOR PROJECTS, INCLUDING ANY ONE OR MORE OF THE FOLLOWING:
   (1)  MAKING  LOANS  TO  SENIOR  HOUSING  OPPORTUNITY  CORPORATIONS FOR
 PROJECTS, PROVIDED SUCH LOANS ARE MADE AT MARKET OR BELOW  MARKET  RATES
 AND  DO  NOT  HAVE  A  FINAL MATURITY OF MORE THAN FORTY YEARS FOLLOWING
 SCHEDULED COMPLETION OF THE ELIGIBLE PROJECT;
   (2) BUYING OR REFINANCING DEBT OBLIGATIONS OF SENIOR HOUSING  OPPORTU-
 NITY CORPORATIONS AT MARKET OR BELOW MARKET RATES;
   (3)  GUARANTYING  OR  PURCHASING INSURANCE OR OTHER CREDIT ENHANCEMENT
 FOR SENIOR HOUSING OPPORTUNITY CORPORATION BONDS  AND  NOTES  OR  SENIOR
 HOUSING OPPORTUNITIES PARTNERSHIP FINANCING INSTRUMENT WHERE SUCH ACTION
 WOULD  IMPROVE CREDIT MARKET ACCESS FOR OR REDUCE INTEREST RATES ON SUCH
 SENIOR HOUSING OPPORTUNITY CORPORATION FINANCING;
   (4) PROVIDING A SOURCE OF REVENUE OR SECURITY FOR PAYMENT OF PRINCIPAL
 AND INTEREST ON BONDS OR NOTES ISSUED BY THE AUTHORITY IF  THE  PROCEEDS
 OF THE SALE OF SUCH BONDS OR NOTES WILL BE DEPOSITED IN THE FUND;
   (5)  PROVIDING  INTEREST  RATE  SUBSIDIES  FROM INVESTMENT EARNINGS ON
 CORPUS ALLOCATIONS TO SUBSIDIZE  LOANS  TO  SENIOR  HOUSING  OPPORTUNITY
 CORPORATIONS MADE FROM THE PROCEEDS OF THE AUTHORITY'S BONDS OR NOTES;
   (6)  USING  INVESTMENT EARNINGS ON MONEYS IN THE FUND TO PAY THE COSTS
 OF THE AUTHORITY OF ADMINISTERING AND MANAGING THE PROGRAM.
   D. NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SUBDIVISION IF THE
 SOURCES OF REVENUES DESCRIBED IN THIS SUBDIVISION ARE AT ANY TIME INSUF-
 FICIENT TO MAKE A REIMBURSEMENT WHEN DUE, THE AUTHORITY SHALL MAKE  SUCH
 REIMBURSEMENT  FROM  ANY  OTHER AVAILABLE AMOUNTS IN THE REVOLVING FUND,
 EXCLUDING ALL AMOUNTS THAT ARE  THE  SUBJECT  OF  A  CORPUS  ALLOCATION,
 PROVIDED  THAT  THE  AMOUNTS  PAID FROM FUND SOURCES SHALL BE REIMBURSED
 UPON A DETERMINATION BY THE DIRECTOR OF THE BUDGET THAT FUTURE  REVENUES
 OBTAINED FROM SUCH SOURCES ARE IN EXCESS OF THE AMOUNTS REASONABLY NEED-
 ED TO MAKE FUTURE REIMBURSEMENTS PURSUANT TO THIS SUBDIVISION.
   E.  MONEYS  IN  THE  REVOLVING FUND MAY BE INVESTED AS PROVIDED IN (1)
 INVESTMENT AGREEMENTS  CONTINUOUSLY  SECURED  BY  OBLIGATIONS  WITH  ANY
 INSURANCE OR REINSURANCE COMPANY OR CORPORATE AFFILIATE THEREOF RATED BY
 A  NATIONALLY RECOGNIZED RATING AGENCY IN ONE OF ITS TWO HIGHEST CATEGO-
 RIES, ANY BANK, TRUST COMPANY OR BROKER OR DEALER,  AS  DEFINED  BY  THE
 SECURITIES  EXCHANGE  ACT  OF  NINETEEN  HUNDRED THIRTY-FOUR, WHICH IS A
 DEALER IN GOVERNMENT BONDS, WHICH REPORTS TO, TRADES WITH AND IS  RECOG-
 NIZED  AS  A PRIMARY DEALER BY A FEDERAL RESERVE BANK AND IS A MEMBER OF
 THE SECURITIES INVESTORS PROTECTION AUTHORITY, PROVIDED THAT NO  INVEST-
 MENT  AGREEMENT  SHALL  BE ENTERED INTO WITH AN INSURANCE OR REINSURANCE
 COMPANY OR CORPORATE AFFILIATE THEREOF, IF, (A) SUCH OBLIGATIONS  SECUR-
 ING  SUCH  INVESTMENT  AGREEMENTS  ARE  OBLIGATIONS  OF THE STATE OR THE
 UNITED STATES OF AMERICA, OR OBLIGATIONS THE PRINCIPAL AND  INTEREST  OF
 WHICH  ARE  GUARANTEED BY THE STATE OR THE UNITED STATES OF AMERICA, (B)
 SUCH OBLIGATIONS ARE DELIVERED TO A  TRUSTEE  FOR  THE  BENEFIT  OF  THE
 AUTHORITY OR, WITH RESPECT TO MONEYS PLEDGED UNDER AN INDENTURE OF TRUST
 RELATING  TO  BONDS OR NOTES OF THE AUTHORITY, TO THE TRUSTEE UNDER SUCH
 INDENTURE, OR ARE SUPPORTED BY A SAFE KEEPING RECEIPT ISSUED BY A DEPOS-
 ITORY SATISFACTORY TO THE AUTHORITY AS APPLICABLE,  PROVIDED  THAT  SUCH
 INVESTMENT  AGREEMENTS  MUST  PROVIDE  THAT  THE VALUE OF THE UNDERLYING
 OBLIGATIONS SHALL BE MAINTAINED AT A CURRENT MARKET VALUE, CALCULATED NO
 LESS FREQUENTLY THAN MONTHLY, OF NOT  LESS  THAN  THE  AMOUNT  DEPOSITED

 A. 2539                            10

 THEREUNDER,  (C)  A PRIOR PERFECTED SECURITY INTEREST IN THE OBLIGATIONS
 WHICH ARE SECURING SUCH AGREEMENT HAS BEEN GRANTED TO THE AUTHORITY,  AS
 APPLICABLE, AND (D) SUCH OBLIGATIONS ARE FREE AND CLEAR OF ADVERSE THIRD
 PARTY  CLAIMS,  OR  (2)  OBLIGATIONS THE INTEREST ON WHICH IS EXCLUDABLE
 FROM GROSS INCOME UNDER SECTION ONE HUNDRED THREE OF THE INTERNAL REVEN-
 UE CODE, PROVIDED THAT SUCH OBLIGATIONS ARE RATED BY A NATIONALLY RECOG-
 NIZED RATING AGENCY IN ONE OF ITS TWO HIGHEST RATING CATEGORIES.
   F. IN ADDITION TO THE POWERS GRANTED TO  THE  AUTHORITY  ELSEWHERE  IN
 THIS SECTION, THE AUTHORITY MAY MAKE LOANS TO SENIOR HOUSING OPPORTUNITY
 CORPORATIONS  FOR PURPOSES OF FINANCING PROJECTS FOR WHICH THE REVOLVING
 FUND MAY BE USED, MAY ACCEPT  THE  OBLIGATIONS  OF  ANY  SENIOR  HOUSING
 OPPORTUNITY  CORPORATION AS SECURITY FOR THE REPAYMENT OF A LOAN TO SUCH
 SENIOR HOUSING OPPORTUNITY CORPORATION, AND MAY ASSIGN AND  PLEDGE  SUCH
 SENIOR  HOUSING  OPPORTUNITY CORPORATION OBLIGATIONS AND LOAN AGREEMENTS
 FOR THE BENEFIT OF THE HOLDER OF OBLIGATIONS OF THE AUTHORITY  FROM  THE
 PROCEEDS OF WHICH SUCH LOANS ARE MADE. LOAN PROCEEDS MAY BE DISBURSED TO
 A  SENIOR  HOUSING OPPORTUNITY CORPORATION WITH ANY RESTRICTIONS IMPOSED
 BY THE AUTHORITY IN CONNECTION WITH SUCH  LOAN  OR  OBLIGATIONS  OF  THE
 AUTHORITY FROM THE PROCEEDS OF WHICH SUCH LOAN IS MADE.
   8.  AUDITS. THE AUTHORITY SHALL ARRANGE FOR ANY AUDITS REQUIRED BY LAW
 FOR THE PURPOSE OF ISSUING ITS BONDS OR NOTES OR  OTHERWISE  TO  PROVIDE
 FINANCIAL  ASSISTANCE  TO  SENIOR  HOUSING OPPORTUNITY CORPORATIONS, AND
 PROVIDE FOR THE IMPLEMENTATION OF ANY INDEPENDENTLY CONDUCTED REVIEWS OR
 AUDITS.
   9. DEFAULT. IN THE EVENT  A  SENIOR  HOUSING  OPPORTUNITY  CORPORATION
 SHALL  FAIL  TO  MAKE  ANY  PAYMENT DUE THE AUTHORITY PURSUANT TO A LOAN
 AGREEMENT OR OTHER OBLIGATION OF THE SENIOR HOUSING  OPPORTUNITY  CORPO-
 RATION  ISSUED  AS  SECURITY  FOR  THE UNDERTAKING OF THE SENIOR HOUSING
 OPPORTUNITY CORPORATION THEREUNDER, THE AUTHORITY SHALL CERTIFY  TO  THE
 COMPTROLLER,  AND  NOTIFY THE CHAIR OF THE SENATE FINANCE COMMITTEE, THE
 CHAIR OF THE ASSEMBLY WAYS AND MEANS  COMMITTEE,  THE  DIRECTOR  OF  THE
 DIVISION  OF  THE  BUDGET,  AND THE GOVERNING BODY OF THE SENIOR HOUSING
 OPPORTUNITY CORPORATION THAT SUCH SENIOR HOUSING OPPORTUNITY CORPORATION
 HAS FAILED TO MAKE SUCH PAYMENT. SUCH CERTIFICATE SHALL BE IN SUCH  FORM
 AS  MAY  BE  DETERMINED  BY  THE AUTHORITY PROVIDED IT SHALL SPECIFY THE
 EXACT AMOUNT OF DEBT SERVICE AND SURCHARGE, IF APPLICABLE,  REQUIRED  TO
 SATISFY SUCH SENIOR HOUSING OPPORTUNITY CORPORATION'S UNPAID OBLIGATION.
 THE COMPTROLLER, UPON RECEIPT OF SUCH CERTIFICATE FROM THE AUTHORITY, IS
 AUTHORIZED  TO  AND SHALL, TO THE EXTENT NOT OTHERWISE PROHIBITED BY LAW
 AND SUBJECT TO ANY OTHER PROVISION OF LAW PROVIDING FOR  WITHHOLDING  OF
 PAYMENTS  TO  THE  SENIOR  HOUSING  OPPORTUNITY  CORPORATION  WHICH TAKE
 PRECEDENCE OVER THIS SUBDIVISION,  WITHHOLD  FROM  SUCH  SENIOR  HOUSING
 OPPORTUNITY  CORPORATION  THE  NEXT  SUCCEEDING PAYMENTS OF STATE AID OR
 LOCAL ASSISTANCE OTHERWISE PAYABLE TO IT TO THE EXTENT NECESSARY TO MEET
 THE CERTIFIED AMOUNT OF DEBT SERVICE AND SURCHARGE, IF  APPLICABLE,  DUE
 THE  AUTHORITY AND SHALL IMMEDIATELY PAY OVER TO THE AUTHORITY AS A DEBT
 SERVICE PAYMENT ON BEHALF OF SUCH SENIOR HOUSING OPPORTUNITY CORPORATION
 THE AMOUNT SO WITHHELD. THE AUTHORITY  SHALL  FURTHER  TAKE  ANY  ACTION
 PERMITTED BY LAW TO RECOVER SUCH AMOUNT.
   10.  ISSUANCE  AND  SALE OF LOAN RECIPIENTS BONDS AND NOTES.  NOTWITH-
 STANDING ANY BY-LAW, RULE OR REGULATION REQUIRING THE RECIPIENT TO ISSUE
 BONDS OR NOTES AT A PUBLIC OR COMPETITIVE SALE, ANY RECIPIENT OF A  LOAN
 FROM  THE AUTHORITY PURSUANT TO THIS ARTICLE MAY VALIDLY ISSUE ITS NOTES
 OR BONDS TO THE AUTHORITY, AS EVIDENCE OF ITS OBLIGATION TO  REPAY  SUCH
 LOAN.

 A. 2539                            11
 
   11.  CO-OPERATION  AND ASSISTANCE OF OTHER AGENCIES. THE AUTHORITY MAY
 MAKE USE OF EXISTING STUDIES, SURVEYS, PLANS, DATA AND  OTHER  MATERIALS
 IN  THE  POSSESSION  OF  ANY  STATE  AGENCY OR MUNICIPALITY OR POLITICAL
 SUBDIVISION OF THE STATE. EACH SUCH AGENCY, MUNICIPALITY AND SUBDIVISION
 IS  HEREBY  AUTHORIZED  TO  MAKE THE SAME AVAILABLE TO THE AUTHORITY AND
 OTHERWISE TO ASSIST IT IN THE PERFORMANCE OF ITS FUNCTIONS. THE OFFICERS
 AND PERSONNEL OF SUCH AGENCIES, MUNICIPALITIES AND SUBDIVISIONS, AND  OF
 ANY OTHER GOVERNMENT OR AGENCY WHATEVER, MAY SERVE AT THE REQUEST OF THE
 AUTHORITY UPON SUCH ADVISORY COMMITTEES AS THE AUTHORITY SHALL DETERMINE
 TO CREATE AND SUCH OFFICERS AND PERSONNEL MAY SERVE UPON SUCH COMMITTEES
 WITHOUT  FORFEITURE  OF OFFICE OR EMPLOYMENT AND WITH NO LOSS OR DIMINU-
 TION IN THE COMPENSATION,  STATUS,  RIGHTS  AND  PRIVILEGES  WHICH  THEY
 OTHERWISE ENJOY.
   12.  NOTES  AND  BONDS  OF THE AUTHORITY. A.  THE AUTHORITY SHALL HAVE
 POWER AND IS HEREBY AUTHORIZED FROM TIME TO TIME TO ISSUE ITS NEGOTIABLE
 OR  NON-NEGOTIABLE  BONDS  AND  NOTES  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  SUFFI-
 CIENT FUNDS FOR ACHIEVING ITS PURPOSES OR TO ANY SENIOR HOUSING OPPORTU-
 NITY  CORPORATION  OR  RECIPIENT  FOR SUCH PURPOSES. 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  TO  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.
   B.  EXCEPT  AS  MAY  OTHERWISE BE EXPRESSLY PROVIDED BY THE AUTHORITY,
 EVERY ISSUE OF ITS NOTES OR BONDS SHALL BE (1)  GENERAL  OBLIGATIONS  OF
 THE  AUTHORITY  PAYABLE  OUT OF ANY REVENUES OR MONIES OF THE AUTHORITY,
 SUBJECT ONLY TO ANY AGREEMENTS WITH THE HOLDERS OF PARTICULAR  NOTES  OR
 BONDS  PLEDGING ANY PARTICULAR RECIPIENTS OR REVENUES, (2) SPECIAL OBLI-
 GATIONS OF THE AUTHORITY  PAYABLE  SOLELY  FROM  THE  REVENUES,  SERVICE
 CHARGES,  RENTALS,  PROCEEDS OR OTHER PAYMENTS TO BE RECEIVED ON ACCOUNT
 OF THE MORTGAGE, LOAN OR OTHER  AGREEMENTS  AND  PAYMENTS,  RESERVE  AND
 INSURANCE  FUNDS  OR ACCOUNTS ISSUANCE OF SPECIAL OBLIGATIONS, AND FEES,
 CHARGES OR OTHER MONIES TO BE RECEIVED BY THE AUTHORITY  IN  RESPECT  TO
 LOANS  MADE  PURSUANT  TO  THIS SECTION, OR FROM AMOUNTS RECEIVED BY THE
 AUTHORITY PURSUANT TO ANY CONTRACT, LEASE, EASEMENT,  LICENSE  OR  OTHER
 INSTRUMENT  ENTERED  INTO BY THE AUTHORITY PURSUANT TO THIS SECTION, AND
 MAY, BUT NEED NOT, BE SECURED BY MORTGAGES, ASSIGNMENTS  OR  PLEDGES  OF
 SUCH REVENUES, SERVICE CHARGES, RENTALS, PROCEEDS, OTHER PAYMENTS, FUNDS
 AND  ACCOUNTS,  FEES,  CHARGES  AND  OTHER  MONIES,  AND BY MORTGAGES OR
 ASSIGNMENTS THEREOF IN RESPECT  TO  PROJECTS,  AND  MAY  INCLUDE  POOLED
 FINANCINGS SUBJECT ONLY TO ANY AGREEMENTS WITH THE HOLDERS OF PARTICULAR
 SPECIAL  OBLIGATION  NOTES  OR  BONDS  ISSUED TO FINANCE THE COST OF, OR
 LOANS FOR, A PROJECT OR PROJECTS.
   C. ANY BONDS OR NOTES ISSUED FOR  THE  PURPOSE  OF  FINANCING  AMOUNTS
 DEPOSITED  OR  TO BE DEPOSITED IN THE REVOLVING FUND MAY BE ISSUED IN AN
 AGGREGATE PRINCIPAL AMOUNT SUFFICIENT TO FINANCE THE AMOUNT TO BE DEPOS-
 ITED PLUS AN AMOUNT SUFFICIENT TO FUND ANY  DEBT  SERVICE  RESERVE  FUND
 ESTABLISHED  BY THE AUTHORITY AND TO PROVIDE FOR THE PAYMENT OF FEES AND
 OTHER CHARGES AND EXPENSES OF THE  AUTHORITY  IN  CONNECTION  WITH  SUCH
 BONDS AND NOTES.
   D. THE NOTES AND BONDS SHALL BE AUTHORIZED BY RESOLUTION OF THE DIREC-
 TORS  OF  THE AUTHORITY, SHALL BEAR SUCH DATE OR DATES, AND SHALL MATURE

 A. 2539                            12
 
 AT SUCH TIME OR TIMES, AS SUCH RESOLUTION OR  RESOLUTIONS  MAY  PROVIDE;
 PROVIDED,  HOWEVER,  THAT  THE FINAL MATURITY OF ANY BOND ISSUED FOR THE
 PURPOSE OF FINANCING ANY AMOUNTS DEPOSITED OR TO  BE  DEPOSITED  IN  THE
 REVOLVING  FUND  SHALL  NOT EXCEED FORTY YEARS FROM THE DATE OF ISSUE OF
 SUCH BOND. THE NOTES AND BONDS SHALL BEAR INTEREST AT SUCH RATE OR RATES
 WHICH MAY VARY FROM TIME TO TIME, 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.  THE  NOTES  AND  BONDS  OF  THE
 AUTHORITY  MAY  BE  SOLD BY THE AUTHORITY, AT PUBLIC OR PRIVATE SALE, AT
 SUCH PRICE OR PRICES AS THE AUTHORITY SHALL DETERMINE. NO NOTES OR BONDS
 OF THE AUTHORITY MAY BE SOLD BY THE AUTHORITY AT PRIVATE SALE,  HOWEVER,
 UNLESS  SUCH SALE AND THE TERMS THEREOF HAVE BEEN APPROVED IN WRITING BY
 (1) THE COMPTROLLER, WHERE SUCH SALE IS NOT TO THE COMPTROLLER,  OR  (2)
 THE DIRECTOR OF THE BUDGET, WHERE SUCH SALE IS TO THE COMPTROLLER.
   E. 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:
   (1) PLEDGING ALL OR ANY PART OF THE RENTALS, RATES, CHARGES AND  OTHER
 FEES  MADE  OR RECEIVED BY THE AUTHORITY AND OTHER MONIES RECEIVED OR TO
 BE RECEIVED FROM THE OWNERSHIP OR OPERATION OR OTHERWISE  IN  CONNECTION
 WITH  ANY PROJECT OR PROJECTS AND ALL OR ANY PART OF THE MONIES RECEIVED
 IN PAYMENT OF PRINCIPAL OR INTEREST ON BONDS OR NOTES OF ANY STATE AGEN-
 CY AND SENIOR HOUSING OPPORTUNITY CORPORATION BONDS OR NOTES ACQUIRED BY
 THE AUTHORITY, TO SECURE THE PAYMENT OF THE NOTES OR  BONDS  OR  OF  ANY
 ISSUE  THEREOF, SUBJECT TO SUCH AGREEMENTS WITH BONDHOLDERS OR NOTEHOLD-
 ERS AS MAY THEN EXIST;
   (2) PLEDGING ALL OR ANY PART OF THE ASSETS OF THE AUTHORITY  INCLUDING
 SENIOR  HOUSING  OPPORTUNITY CORPORATION BONDS AND NOTES ACQUIRED BY THE
 AUTHORITY IN THE ISSUANCE OF GENERAL OBLIGATIONS, AND IN THE ISSUANCE OF
 SPECIAL OBLIGATIONS, NOTES OR OTHER EVIDENCES  OF  INDEBTEDNESS  OF  ANY
 PERSON  ACQUIRED  BY THE AUTHORITY, AND ASSIGNING AND PLEDGING ANY MORT-
 GAGES OR OTHER SECURITY INTERESTS  ACQUIRED  BY  THE  AUTHORITY  OR  ANY
 INTERESTS OF THE AUTHORITY IN PROPERTIES OR REVENUES OR OTHER SUMS PAYA-
 BLE  TO  THE AUTHORITY AND ANY RESERVE AND ISSUANCE FUNDS OR ACCOUNTS OR
 OTHER FUNDS AND ACCOUNTS ESTABLISHED IN CONNECTION WITH THE ISSUANCE  OF
 SPECIAL  OBLIGATIONS  TO  SECURE THE PAYMENT OF THE NOTES OR BONDS OR OF
 ANY ISSUE OF NOTES OR BONDS OF  GENERAL  OBLIGATIONS  OR  SPECIAL  OBLI-
 GATIONS, AS THE CASE MAY BE, SUBJECT TO SUCH AGREEMENTS WITH NOTEHOLDERS
 OR BONDHOLDERS AS MAY THEN EXIST;
   (3)  THE USE AND DISPOSITION OF RENTALS, RATES, CHARGES AND OTHER FEES
 MADE OR RECEIVED BY THE AUTHORITY;
   (4) THE SETTING ASIDE OF RESERVES OR SINKING FUNDS AND THE  REGULATION
 AND  DISPOSITION THEREOF FROM THE OWNERSHIP OR OPERATION OR OTHERWISE IN
 CONNECTION WITH ANY PROJECT OR PROJECTS AND OF  THE  GROSS  INCOME  FROM
 SENIOR  HOUSING  OPPORTUNITY  CORPORATION BONDS AND NOTES, AND BONDS AND
 NOTES OF ANY STATE AGENCY OWNED BY THE AUTHORITY;
   (5) LIMITATIONS ON THE PURPOSE TO WHICH THE PROCEEDS OF SALE OF  NOTES
 OR BONDS MAY BE APPLIED AND PLEDGING SUCH PROCEEDS TO SECURE THE PAYMENT
 OF THE NOTES OR BONDS OR OF ANY ISSUE THEREOF;
   (6)  LIMITATIONS  ON  THE  ISSUANCE  OF ADDITIONAL NOTES OR BONDS; THE
 TERMS UPON WHICH ADDITIONAL NOTES OR BONDS MAY BE  ISSUED  AND  SECURED;
 AND THE REFUNDING OF OUTSTANDING OR OTHER NOTES OR BONDS;
   (7)  THE  PROCEDURE,  IF  ANY, BY WHICH THE TERMS OF ANY CONTRACT WITH
 NOTEHOLDERS OR BONDHOLDERS MAY BE AMENDED OR ABROGATED,  THE  AMOUNT  OF

 A. 2539                            13
 
 NOTES OR BONDS THE HOLDERS OF WHICH MUST CONSENT THERETO, AND THE MANNER
 IN WHICH SUCH CONSENT MAY BE GIVEN;
   (8) LIMITATIONS ON THE AMOUNT OF MONIES TO BE EXPENDED BY THE AUTHORI-
 TY FOR OPERATING, ADMINISTRATIVE OR OTHER EXPENSES OF THE AUTHORITY;
   (9) 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 SECTION, AND  LIMITING  OR  ABROGATING  THE
 RIGHT  OF  THE  BONDHOLDERS  TO  APPOINT A TRUSTEE UNDER THIS SECTION OR
 LIMITING THE RIGHTS, POWERS AND DUTIES OF SUCH TRUSTEE; AND
   (10) ANY OTHER MATTERS, OF LIKE OR DIFFERENT CHARACTER, WHICH  IN  ANY
 WAY AFFECT THE SECURITY OR PROTECTION OF THE NOTES OR BONDS.
   F.  IN  ADDITION  TO THE POWERS CONFERRED UPON THE AUTHORITY TO SECURE
 ITS NOTES AND BONDS, THE AUTHORITY SHALL HAVE POWER IN  CONNECTION  WITH
 THE  ISSUANCE  OF  NOTES  AND BONDS TO ENTER INTO SUCH AGREEMENTS AS THE
 AUTHORITY MAY DEEM NECESSARY, CONVENIENT OR DESIRABLE CONCERNING THE USE
 OR DISPOSITION OF ITS MONIES OR PROPERTY INCLUDING THE MORTGAGING OF ANY
 SUCH PROPERTY AND THE ENTRUSTING, PLEDGING  OR  CREATION  OF  ANY  OTHER
 SECURITY  INTEREST  IN  ANY SUCH MONIES OR PROPERTY 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 SECTION AND TO PERFORM SUCH
 AGREEMENTS. THE PROVISIONS OF ANY SUCH AGREEMENTS MAY BE MADE A PART  OF
 THE CONTRACT WITH THE HOLDERS OF THE NOTES AND BONDS OF THE AUTHORITY.
   G.  IT  IS THE INTENTION OF THIS SUBDIVISION THAT ANY PLEDGE, MORTGAGE
 OR SECURITY INSTRUMENT MADE BY THE AUTHORITY SHALL BE VALID AND  BINDING
 FROM  THE TIME WHEN THE PLEDGE, MORTGAGE OR SECURITY INSTRUMENT IS MADE;
 THAT THE MONIES OR PROPERTY SO  PLEDGED,  MORTGAGED  AND  ENTRUSTED  AND
 THEREAFTER RECEIVED BY THE AUTHORITY SHALL IMMEDIATELY BE SUBJECT TO THE
 LIEN  OF  SUCH PLEDGE, MORTGAGE OR SECURITY INSTRUMENT WITHOUT ANY PHYS-
 ICAL DELIVERY THEREOF OR FURTHER ACT; AND THAT  THE  LIEN  OF  ANY  SUCH
 PLEDGE,  MORTGAGE  OR  SECURITY INSTRUMENT 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  MORTGAGE,  SECURITY
 INSTRUMENT OR OTHER INSTRUMENT BY WHICH A PLEDGE, MORTGAGE LIEN OR OTHER
 SECURITY  IS  CREATED  NEED BE RECORDED OR FILED AND THE AUTHORITY SHALL
 NOT BE REQUIRED TO COMPLY WITH ANY OF  THE  PROVISIONS  OF  THE  UNIFORM
 COMMERCIAL CODE.
   H. NEITHER THE DIRECTORS OF THE AUTHORITY 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.
   I. THE AUTHORITY, SUBJECT TO SUCH AGREEMENTS WITH NOTEHOLDERS OR BOND-
 HOLDERS  AS  MAY THEN EXIST, SHALL HAVE POWER OUT OF ANY FUNDS AVAILABLE
 THEREFOR TO PURCHASE NOTES OR BONDS OF THE AUTHORITY, WHICH SHALL THERE-
 UPON BE CANCELLED, AT A PRICE NOT EXCEEDING (1) IF THE  NOTES  OR  BONDS
 ARE  THEN  REDEEMABLE, THE REDEMPTION PRICE THEN APPLICABLE PLUS ACCRUED
 INTEREST TO THE NEXT INTEREST PAYMENT THEREON, OR (2) 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 SUCH DATE.
   J.  NEITHER  THE  STATE NOR ANY SENIOR HOUSING OPPORTUNITY CORPORATION
 SHALL BE LIABLE ON NOTES OR BONDS ISSUED AS GENERAL OBLIGATIONS  OF  THE
 AUTHORITY  AND  SUCH NOTES AND BONDS SHALL NOT BE A DEBT OF THE STATE OR

 A. 2539                            14
 
 ANY SENIOR HOUSING OPPORTUNITY CORPORATION, AND  SUCH  NOTES  AND  BONDS
 SHALL  CONTAIN ON THE FACE THEREOF A STATEMENT TO SUCH EFFECT. THE STATE
 SHALL NOT BE LIABLE ON NOTES OR BONDS ISSUED AS SPECIAL  OBLIGATIONS  OF
 THE AUTHORITY, AND SUCH NOTES AND BONDS SHALL NOT BE A DEBT OF THE STATE
 AND SHALL BE PAYABLE SOLELY FROM THE REVENUES, SERVICE CHARGES, RENTALS,
 PROCEEDS OR OTHER PAYMENTS TO BE DERIVED FROM THE EXTENSION OF CREDIT OR
 THE LOAN FOR THE PROJECT FOR WHICH SUCH NOTES AND BONDS WERE ISSUED, AND
 SUCH  NOTES  AND  BONDS SHALL CONTAIN ON THE FACE THEREOF A STATEMENT TO
 SUCH EFFECT.
   K. THE AUTHORITY MAY OBTAIN FROM  ANY  DEPARTMENT  OR  AGENCY  OF  THE
 UNITED  STATES  OF  AMERICA  ANY AVAILABLE INSURANCE OR GUARANTY FOR THE
 PAYMENT OR REPAYMENT OF INTEREST OR PRINCIPAL,  OR  BOTH,  OR  ANY  PART
 THEREOF,  ON  ANY  BONDS  OR NOTES ISSUED BY THE AUTHORITY, BUT NOTWITH-
 STANDING ANY OTHER PROVISIONS OF THIS SECTION SHALL NOT ENTER  INTO  ANY
 AGREEMENT  OR CONTRACT WITH RESPECT TO ANY SUCH INSURANCE OR GUARANTY TO
 THE EXTENT THAT IT WOULD IN ANY WAY IMPAIR OR INTERFERE WITH THE ABILITY
 OF THE AUTHORITY TO PERFORM AND FULFILL THE TERMS OF ANY AGREEMENT  MADE
 WITH THE HOLDERS OF THE BONDS OR NOTES OF THE AUTHORITY.
   13.  RESERVE FUNDS AND APPROPRIATIONS. A. THE AUTHORITY MAY CREATE AND
 ESTABLISH ONE OR MORE RESERVE FUNDS TO BE KNOWN AS DEBT SERVICE  RESERVE
 FUNDS AND MAY PAY INTO SUCH DEBT SERVICE RESERVE FUNDS ANY MONIES APPRO-
 PRIATED  AND MADE AVAILABLE BY THE STATE FOR THE PURPOSES OF SUCH FUNDS,
 ANY PROCEEDS OF SALE OF NOTES OR BONDS, TO THE EXTENT  PROVIDED  IN  THE
 RESOLUTION  OF  THE  AUTHORITY AUTHORIZING THE ISSUANCE THEREOF, AND ANY
 OTHER MONIES WHICH MAY BE  MADE  AVAILABLE  TO  THE  AUTHORITY  FOR  THE
 PURPOSE OF SUCH FUNDS FROM ANY OTHER SOURCE OR SOURCES.
   B.  THE  MONIES  HELD  IN OR CREDITED TO ANY DEBT SERVICE RESERVE FUND
 ESTABLISHED UNDER THIS SUBDIVISION, EXCEPT AS OTHERWISE PROVIDED IN THIS
 SUBDIVISION, SHALL BE USED SOLELY FOR THE PAYMENT OF  THE  PRINCIPAL  OF
 BONDS  OF THE AUTHORITY SECURED BY SUCH DEBT SERVICE RESERVE FUND AS THE
 SAME MATURE OR AS PAYMENTS REQUIRED BY THE TERMS OF ANY CONTRACTS THERE-
 FOR AS SINKING FUND PAYMENTS BECOME DUE, THE PURCHASE OF SUCH  BONDS  OF
 THE AUTHORITY, THE PAYMENT OF INTEREST ON SUCH BONDS OF THE AUTHORITY OR
 THE  PAYMENT  OF  ANY  REDEMPTION  PREMIUM REQUIRED TO BE PAID WHEN SUCH
 BONDS ARE REDEEMED PRIOR TO MATURITY; PROVIDED HOWEVER, THAT THE AUTHOR-
 ITY SHALL HAVE POWER TO PROVIDE THAT MONIES IN ANY SUCH FUND  SHALL  NOT
 BE  WITHDRAWN  THEREFROM  AT ANY TIME IN SUCH AMOUNT OF ANY SINKING FUND
 PAYMENTS BECOMING DUE AND PRINCIPAL AND INTEREST MATURING  AND  BECOMING
 DUE  IN  ANY SUCCEEDING CALENDAR YEAR ON THE BONDS OF THE AUTHORITY THEN
 OUTSTANDING AND SECURED BY SUCH DEBT SERVICE RESERVE  FUND,  EXCEPT  FOR
 THE PURPOSE OF PAYING ANY SINKING FUND PAYMENTS BECOMING DUE AND PRINCI-
 PAL  OF AND INTEREST ON SUCH BONDS OF THE AUTHORITY SECURED BY SUCH DEBT
 SERVICE RESERVE FUND MATURING AND BECOMING DUE AND FOR  THE  PAYMENT  OF
 WHICH  OTHER  MONIES  OF  THE AUTHORITY ARE NOT AVAILABLE. ANY INCOME OR
 INTEREST EARNED BY, OR INCREMENT TO, ANY SUCH DEBT SERVICE RESERVE  FUND
 DUE TO THE INVESTMENT THEREOF MAY BE TRANSFERRED BY THE AUTHORITY TO ANY
 OTHER  FUND  OR  ACCOUNT  OF  THE AUTHORITY AND THE AUTHORITY SHALL HAVE
 POWER TO PROVIDE THAT ANY SUCH TRANSFER SHALL NOT REDUCE THE  AMOUNT  OF
 SUCH  DEBT  SERVICE RESERVE FUND BELOW THE MAXIMUM AMOUNT OF ANY SINKING
 FUND PAYMENTS BECOMING DUE  AND  PRINCIPAL  AND  INTEREST  MATURING  AND
 BECOMING DUE IN ANY SUCCEEDING CALENDAR YEAR ON ALL BONDS OF THE AUTHOR-
 ITY THEN OUTSTANDING AND SECURED BY SUCH DEBT SERVICE RESERVE FUND.
   C.  THE  AUTHORITY  SHALL  NOT  ISSUE BONDS AT ANY TIME IF THE MAXIMUM
 AMOUNT OF ANY SINKING FUND  PAYMENTS  BECOMING  DUE  AND  PRINCIPAL  AND
 INTEREST  MATURING  AND  BECOMING DUE IN ANY SUCCEEDING CALENDAR YEAR ON
 THE BONDS OUTSTANDING AND THEN TO  BE  ISSUED  AND  SECURED  BY  A  DEBT

 A. 2539                            15
 
 SERVICE RESERVE FUND WILL EXCEED THE AMOUNT OF SUCH DEBT SERVICE RESERVE
 FUND  AT  THE TIME OF ISSUANCE, UNLESS THE AUTHORITY, AT THE TIME OF THE
 ISSUANCE OF SUCH BONDS, SHALL DEPOSIT IN SUCH DEBT SERVICE RESERVE  FUND
 FROM  THE PROCEEDS OF THE BONDS SO TO BE ISSUED, OR OTHERWISE, AN AMOUNT
 WHICH, TOGETHER WITH THE AMOUNT THEN IN SUCH DEBT SERVICE RESERVE  FUND,
 WILL  BE  NOT  LESS THAN THE MAXIMUM AMOUNT OF ANY SINKING FUND PAYMENTS
 BECOMING DUE AND PRINCIPAL AND INTEREST MATURING AND BECOMING DUE IN ANY
 SUCCEEDING CALENDAR YEAR ON THE BONDS THEN TO BE ISSUED AND ON ALL OTHER
 BONDS OF THE AUTHORITY THEN OUTSTANDING AND SECURED BY SUCH DEBT SERVICE
 RESERVE FUND.
   D. TO ASSURE THE CONTINUED OPERATION AND SOLVENCY OF THE AUTHORITY FOR
 THE CARRYING OUT OF THE PUBLIC PURPOSES OF THIS  SECTION,  PROVISION  IS
 MADE  IN  THIS SECTION FOR THE ACCUMULATION IN EACH DEBT SERVICE RESERVE
 FUND OF AN AMOUNT EQUAL TO  THE  MAXIMUM  AMOUNT  OF  ANY  SINKING  FUND
 PAYMENTS  BECOMING DUE AND PRINCIPAL, AND INTEREST MATURING AND BECOMING
 DUE IN ANY SUCCEEDING CALENDAR YEAR AS DETERMINED BY  THE  AUTHORITY  ON
 ALL  BONDS  OF  THE  AUTHORITY THEN OUTSTANDING AND SECURED BY SUCH DEBT
 SERVICE RESERVE FUND. IN ORDER FURTHER TO ASSURE THE MAINTENANCE OF SUCH
 DEBT SERVICE RESERVE FUNDS IN THE RESPECTIVE AMOUNTS  PROVIDED  THEREFOR
 BY  THE  AUTHORITY  IN  THE ISSUANCE OF ITS BONDS SECURED THEREBY, THERE
 SHALL BE ANNUALLY APPORTIONED AND PAID TO THE AUTHORITY FOR  DEPOSIT  IN
 EACH  SUCH  DEBT  SERVICE  RESERVE FUND SUCH AMOUNT, IF ANY, AS SHALL BE
 CERTIFIED BY THE CHIEF EXECUTIVE OFFICER OF THE AUTHORITY TO THE  GOVER-
 NOR AND DIRECTOR OF THE BUDGET AS NECESSARY TO RESTORE SUCH DEBT SERVICE
 RESERVE  FUND TO AN AMOUNT EQUAL TO THE MAXIMUM AMOUNT PROVIDED THEREFOR
 BY THE AUTHORITY AS  AFORESAID.  THE  CHIEF  EXECUTIVE  OFFICER  OF  THE
 AUTHORITY  SHALL ANNUALLY, ON OR BEFORE DECEMBER FIRST, MAKE AND DELIVER
 TO THE GOVERNOR AND DIRECTOR OF THE BUDGET HIS OR HER CERTIFICATE  STAT-
 ING  THE  AMOUNT,  IF ANY, REQUIRED TO RESTORE EACH DEBT SERVICE RESERVE
 FUND TO THE AMOUNT AFORESAID AND THE AMOUNT OR AMOUNTS SO CERTIFIED,  IF
 ANY,  SHALL  BE  APPORTIONED  AND  PAID TO THE AUTHORITY DURING THE THEN
 CURRENT STATE FISCAL YEAR. THE PRINCIPAL AMOUNT OF BONDS  SECURED  BY  A
 DEBT  SERVICE RESERVE FUND OR FUNDS TO WHICH STATE FUNDS ARE APPORTIONA-
 BLE PURSUANT TO THIS SUBDIVISION SHALL BE LIMITED TO THE TOTAL AMOUNT OF
 BONDS AND NOTES OUTSTANDING ON THE EFFECTIVE DATE OF THIS SECTION,  PLUS
 THE  TOTAL AMOUNT OF BONDS AND NOTES CONTRACTED AFTER THE EFFECTIVE DATE
 OF THIS SECTION TO FINANCE PROJECTS IN PROGRESS ON THE EFFECTIVE DATE OF
 THIS SECTION AS DETERMINED BY THE  NEW  YORK  STATE  PUBLIC  AUTHORITIES
 CONTROL  BOARD  CREATED PURSUANT TO THE STATE FINANCE LAW WHOSE AFFIRMA-
 TIVE DETERMINATION SHALL BE CONCLUSIVE AS TO ALL MATTERS OF LAW AND FACT
 SOLELY FOR THE PURPOSES OF THE LIMITATIONS CONTAINED  IN  THIS  SUBDIVI-
 SION, BUT IN NO EVENT SHALL THE TOTAL AMOUNT OF BONDS SO SECURED BY SUCH
 A  DEBT  SERVICE RESERVE FUND OR FUNDS EXCEED FORTY MILLION FIVE HUNDRED
 THIRTEEN  THOUSAND  DOLLARS,  EXCLUDING  BONDS  ISSUED  TO  REFUND  SUCH
 OUTSTANDING  BONDS  UNTIL  THE  DATE  OF  REDEMPTION OF SUCH OUTSTANDING
 BONDS. AS OUTSTANDING BONDS SO SECURED ARE PAID, THE AMOUNT  SO  SECURED
 SHALL  BE  REDUCED  ACCORDINGLY  BUT  THE REDEMPTION OF SUCH OUTSTANDING
 BONDS FROM THE PROCEEDS OF REFUNDING BONDS SHALL NOT REDUCE  THE  AMOUNT
 SO SECURED.
   E.  FOR  THE  PURPOSES  OF THIS SECTION, MAXIMUM AMOUNT OF ANY SINKING
 FUND PAYMENTS BECOMING DUE  AND  PRINCIPAL  AND  INTEREST  MATURING  AND
 BECOMING  DUE  IN  ANY SUCCEEDING YEAR MEANS, AS OF THE DATE OF COMPUTA-
 TION, THE LARGEST AMOUNT OF MONEY REQUIRED IN ANY  SUCCEEDING  YEAR  FOR
 THE  PAYMENT  OF INTEREST ON AND MATURING PRINCIPAL OF OUTSTANDING BONDS
 AND PAYMENTS REQUIRED BY THE TERMS OF ANY CONTRACTS TO BE  MADE  TO  ANY
 SINKING  FUND  ESTABLISHED  FOR THE PAYMENT OR REDEMPTION OF SUCH BONDS,

 A. 2539                            16
 
 PROVIDED THAT THE PRINCIPAL AMOUNT OF ANY BONDS REQUIRED TO BE  MADE  TO
 ANY  SUCH  SINKING  FUND DURING ANY YEAR SHALL, FOR THE PURPOSES OF THIS
 DEFINITION, BE CONSIDERED AS MATURING IN  THE  YEAR  DURING  WHICH  SUCH
 PAYMENT  IS REQUIRED AND NOT IN THE YEAR IN WHICH THE STATED MATURITY OF
 SUCH BONDS OCCURS. IN COMPUTING THE AMOUNT OF ANY DEBT  SERVICE  RESERVE
 FUND  FOR  THE  PURPOSES  OF  THIS SECTION, SECURITIES IN WHICH ALL OR A
 PORTION OF SUCH FUND SHALL BE INVESTED SHALL BE VALUED  AT  PAR,  OR  IF
 PURCHASED AT LESS THAN PAR, AT THEIR COST TO THE AUTHORITY.
   14.  AGREEMENT OF THE STATE. THE STATE DOES HEREBY PLEDGE TO AND AGREE
 WITH THE HOLDERS OF ANY NOTES OR BONDS ISSUED UNDER THIS  SECTION,  THAT
 THE  STATE  WILL  NOT  LIMIT  OR  ALTER  THE RIGHTS HEREBY VESTED IN THE
 AUTHORITY TO FULFILL THE TERMS OF ANY AGREEMENTS MADE WITH  THE  HOLDERS
 THEREOF,  OR  IN  ANY WAY IMPAIR THE RIGHTS AND REMEDIES OF SUCH HOLDERS
 UNTIL SUCH NOTES OR BONDS, TOGETHER  WITH  THE  INTEREST  THEREON,  WITH
 INTEREST  OF  ANY  UNPAID  INSTALLMENTS  OF  INTEREST, AND ALL COSTS AND
 EXPENSES FOR WHICH THE AUTHORITY IS LIABLE IN CONNECTION WITH ANY ACTION
 OR PROCEEDING BY OR ON  BEHALF  OF  SUCH  HOLDERS,  ARE  FULLY  MET  AND
 DISCHARGED.  THE  AUTHORITY  IS  AUTHORIZED  TO  INCLUDE THIS PLEDGE AND
 AGREEMENT OF THE STATE IN ANY AGREEMENT WITH THE HOLDERS OF  SUCH  NOTES
 OR BONDS.
   15. RIGHT OF STATE TO REQUIRE REDEMPTION OF BONDS. NOTWITHSTANDING AND
 IN  ADDITION  TO ANY PROVISIONS FOR THE REDEMPTION OF BONDS WHICH MAY BE
 CONTAINED IN ANY CONTRACT WITH THE HOLDERS OF THE BONDS, THE STATE  MAY,
 UPON  FURNISHING  SUFFICIENT  FUNDS  THEREFOR,  REQUIRE THE AUTHORITY TO
 REDEEM, PRIOR TO MATURING, AS A WHOLE, ANY ISSUE OF BONDS ON ANY  INTER-
 EST  PAYMENT DATE NOT LESS THAN TWENTY YEARS AFTER THE DATE OF THE BONDS
 OF SUCH ISSUE AT ONE HUNDRED FIVE PER CENTUM OF  THEIR  FACE  VALUE  AND
 ACCRUED INTEREST OR AT SUCH LOWER REDEMPTION PRICE AS MAY BE PROVIDED IN
 THE BONDS IN CASE OF THE REDEMPTION THEREOF AS A WHOLE ON THE REDEMPTION
 DATE. NOTICE OF SUCH REDEMPTION SHALL BE PUBLISHED IN AT LEAST TWO NEWS-
 PAPERS  PUBLISHING  AND CIRCULATING RESPECTIVELY IN THE CITIES OF ALBANY
 AND NEW YORK AT LEAST TWICE, THE FIRST PUBLICATION TO BE AT LEAST THIRTY
 DAYS BEFORE THE DATE OF REDEMPTION.
   16. REMEDIES OF NOTEHOLDERS AND BONDHOLDERS. A. 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  ON
 ANY  SINKING FUND PAYMENT DATE, 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 SECTION 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  PROVIDED  IN  THIS
 SUBDIVISION.
   B.  SUCH TRUSTEE MAY, AND UPON WRITTEN REQUEST OF THE HOLDERS OF TWEN-
 TY-FIVE PER CENTUM IN PRINCIPAL AMOUNT  OF  SUCH  NOTES  OR  BONDS  THEN
 OUTSTANDING SHALL, IN HIS OR ITS OWN NAME,
   (1)  BY  SUIT, ACTION OR PROCEEDING IN ACCORDANCE WITH THE CIVIL PRAC-
 TICE LAW AND RULES, ENFORCE ALL RIGHTS OF THE NOTEHOLDERS  OR  BONDHOLD-
 ERS,  INCLUDING  THE  RIGHT TO REQUIRE THE AUTHORITY TO COLLECT RENTALS,
 RATES, CHARGES AND OTHER FEES AND TO COLLECT INTEREST  AND  AMORTIZATION
 PAYMENTS  ON  SENIOR HOUSING OPPORTUNITY CORPORATION BONDS AND NOTES AND
 BONDS AND NOTES OF ANY STATE AGENCY HELD BY IT ADEQUATE TO CARRY OUT ANY

 A. 2539                            17
 
 AGREEMENT AS TO, OR PLEDGE OF, SUCH RENTALS, RATES,  CHARGES  AND  OTHER
 FEES  AND OF SUCH INTEREST AND AMORTIZATION PAYMENTS, AND TO REQUIRE THE
 AUTHORITY TO CARRY OUT ANY OTHER AGREEMENTS WITH  THE  HOLDERS  OF  SUCH
 NOTES OR BONDS AND TO PERFORM ITS DUTIES UNDER THIS SECTION;
   (2) BRING SUIT UPON SUCH NOTES OR BONDS;
   (3)  BY ACTION OR SUIT, REQUIRE THE AUTHORITY TO ACCOUNT AS IF IT WERE
 THE TRUSTEE OF AN EXPRESS TRUST FOR THE HOLDERS OF SUCH NOTES OR BONDS;
   (4) BY ACTION OR SUIT, ENJOIN ANY ACTS OR THINGS WHICH MAY BE UNLAWFUL
 OR IN VIOLATION OF THE RIGHTS OF THE HOLDERS OF SUCH NOTES OR BONDS; AND
   (5) 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.
   C.  SUCH  TRUSTEE  SHALL IN ADDITION TO THE FOREGOING HAVE AND POSSESS
 ALL OF THE POWERS NECESSARY OR APPROPRIATE FOR THE EXERCISE OF ANY FUNC-
 TIONS SPECIFICALLY SET FORTH HEREIN OR INCIDENT TO THE GENERAL REPRESEN-
 TATION OF BONDHOLDERS OR NOTEHOLDERS IN THE ENFORCEMENT  AND  PROTECTION
 OF THEIR RIGHTS.
   D.  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.
   E. BEFORE DECLARING THE PRINCIPAL OF NOTES OR BONDS DUE  AND  PAYABLE,
 THE  TRUSTEE  SHALL  FIRST  GIVE  THIRTY  DAYS' NOTICE IN WRITING TO THE
 GOVERNOR, TO THE AUTHORITY, TO  THE  COMPTROLLER  AND  TO  THE  ATTORNEY
 GENERAL OF THE STATE.
   17.  NOTES  AND  BONDS AS LEGAL INVESTMENT. THE NOTES AND BONDS OF THE
 AUTHORITY ARE HEREBY MADE SECURITIES IN WHICH ALL  PUBLIC  OFFICERS  AND
 BODIES  OF THE STATE AND ALL SENIOR HOUSING OPPORTUNITY CORPORATIONS AND
 POLITICAL SUBDIVISIONS, ALL INSURANCE  COMPANIES  AND  ASSOCIATIONS  AND
 OTHER  PERSONS  CARRYING  ON  AN INSURANCE BUSINESS, ALL BANKS, BANKERS,
 TRUST COMPANIES,  SAVINGS  BANKS  AND  SAVINGS  ASSOCIATIONS,  INCLUDING
 SAVINGS  AND  LOAN ASSOCIATIONS, BUILDING AND LOAN ASSOCIATIONS, INVEST-
 MENT COMPANIES, AND OTHER PERSONS CARRYING ON A  BANKING  BUSINESS,  ALL
 ADMINISTRATORS,  GUARDIANS,  EXECUTORS,  TRUSTEES AND OTHER FIDUCIARIES,
 AND ALL OTHER PERSONS WHATSOEVER WHO ARE NOW OR  WHO  MAY  HEREAFTER  BE
 AUTHORIZED  TO  INVEST  IN  BONDS OR OTHER OBLIGATIONS OF THE STATE, MAY
 PROPERLY AND LEGALLY INVEST FUNDS INCLUDING CAPITAL IN THEIR CONTROL  OR
 BELONGING  TO  THEM.  NOTWITHSTANDING  ANY  OTHER PROVISIONS OF LAW, THE
 BONDS OF THE AUTHORITY ARE ALSO HEREBY  MADE  SECURITIES  WHICH  MAY  BE
 DEPOSITED  WITH  AND SHALL BE RECEIVED BY ALL PUBLIC OFFICERS AND BODIES
 OF THIS STATE AND ALL SENIOR HOUSING OPPORTUNITY CORPORATIONS AND  POLI-
 TICAL  SUBDIVISIONS  FOR  ANY  PURPOSE FOR WHICH THE DEPOSIT OF BONDS OR
 OTHER OBLIGATIONS OF THE STATE IS NOW OR MAY HEREAFTER BE AUTHORIZED.
   18. EXEMPTION FROM TAXATION; PAYMENTS IN LIEU OF TAXES. A. REAL  PROP-
 ERTY  OWNED  BY THE AUTHORITY SHALL BE EXEMPT FROM ANY TAXATION, SPECIAL
 AD VALOREM LEVY AND SPECIAL  ASSESSMENT,  BUT  SHALL  BE  SUBJECT  TO  A
 PAYMENT IN LIEU OF TAXES.
   B.  THE  AUTHORITY  SHALL BE REQUIRED TO PAY NO FEES OR TAXES, WHETHER
 STATE OR LOCAL, INCLUDING BUT NOT LIMITED  TO  FEES  OR  TAXES  ON  REAL
 ESTATE,  FRANCHISE TAXES, SALES TAXES OR OTHER EXCISE TAXES, UPON ANY OF
 ITS PROPERTY, REAL OR PERSONAL, OR UPON THE USE  THEREOF,  OR  UPON  ITS
 ACTIVITIES  IN THE OPERATION AND MAINTENANCE OF ITS FACILITIES OR ON ANY
 RENTALS, RATES, CHARGES OR OTHER FEES, REVENUES OR OTHER INCOME RECEIVED
 BY THE AUTHORITY AND THAT THE BONDS AND NOTES OF THE AUTHORITY  AND  THE
 INCOME  THEREFROM SHALL AT ALL TIMES BE EXEMPT FROM TAXATION, EXCEPT FOR

 A. 2539                            18
 
 GIFT AND ESTATE TAXES AND TAXES ON TRANSFERS. NOTHING CONTAINED IN  THIS
 SUBDIVISION  SHALL  AFFECT THE OBLIGATION IMPOSED BY THIS SECTION ON THE
 AUTHORITY TO MAKE IN LIEU PAYMENTS.
   C.  THIS  SECTION  SHALL  CONSTITUTE A COVENANT AND AGREEMENT WITH THE
 HOLDERS OF ALL BONDS AND NOTES ISSUED BY THE AUTHORITY.
   19. ACTIONS AGAINST THE AUTHORITY. A. AS A CONDITION TO THE CONSENT OF
 THE STATE TO SUCH SUITS AGAINST THE AUTHORITY, IN EVERY  ACTION  AGAINST
 THE  AUTHORITY FOR DAMAGES, FOR INJURIES TO REAL OR PERSONAL PROPERTY OR
 FOR THE DESTRUCTION THEREOF, OR FOR  PERSONAL  INJURIES  OR  DEATH,  THE
 COMPLAINT  SHALL  CONTAIN  AN  ALLEGATION THAT AT LEAST THIRTY DAYS HAVE
 ELAPSED SINCE THE DEMAND, CLAIM OR CLAIMS  UPON  WHICH  SUCH  ACTION  IS
 FOUNDED  WERE  PRESENTED  TO  A MEMBER OF THE AUTHORITY OR OTHER OFFICER
 DESIGNATED FOR SUCH PURPOSE AND THAT  THE  AUTHORITY  HAS  NEGLECTED  OR
 REFUSED TO MAKE AN ADJUSTMENT OR PAYMENT THEREOF.
   B.  AN  ACTION AGAINST THE AUTHORITY FOUNDED ON TORT, EXCEPT AN ACTION
 FOR WRONGFUL DEATH, SHALL NOT BE COMMENCED MORE THAN ONE YEAR AFTER  THE
 CAUSE  OF  ACTION  THEREFOR  SHALL  HAVE ACCRUED, NOR UNLESS A NOTICE OF
 CLAIM SHALL HAVE BEEN SERVED ON THE AUTHORITY WITHIN THE TIME LIMITED BY
 AND IN COMPLIANCE WITH ALL THE REQUIREMENTS OF SECTION  FIFTY-E  OF  THE
 GENERAL  MUNICIPAL  LAW.  AN  ACTION  AGAINST THE AUTHORITY FOR WRONGFUL
 DEATH SHALL BE COMMENCED IN ACCORDANCE WITH THE NOTICE OF CLAIM AND TIME
 LIMITATION PROVISIONS OF TITLE ELEVEN OF  ARTICLE  NINE  OF  THE  PUBLIC
 AUTHORITIES LAW.
   C.  THE AUTHORITY MAY REQUIRE ANY PERSON, PRESENTING FOR SETTLEMENT ON
 ACCOUNT OR CLAIM FOR ANY CAUSE WHATEVER AGAINST  THE  AUTHORITY,  TO  BE
 SWORN  BEFORE A DIRECTOR, COUNSEL OR AN ATTORNEY, OFFICER OR EMPLOYEE OF
 THE AUTHORITY DESIGNATED FOR SUCH PURPOSE, CONCERNING  SUCH  ACCOUNT  OR
 CLAIM  AND  WHEN  SO  SWORN TO ANSWER ORALLY AS TO ANY FACTS RELATIVE TO
 SUCH ACCOUNT OR CLAIM. THE AUTHORITY  SHALL  HAVE  POWER  TO  SETTLE  OR
 ADJUST ALL CLAIMS IN FAVOR OF OR AGAINST THE AUTHORITY.
   D.  THE RATE OF INTEREST TO BE PAID BY THE AUTHORITY UPON ANY JUDGMENT
 FOR WHICH IT IS LIABLE SHALL NOT EXCEED FOUR PER CENTUM PER ANNUM.
   20. SEVERABILITY. IF ANY PROVISION OF THIS SECTION OR THE  APPLICATION
 THEREOF  TO  ANY  PERSON  OR CIRCUMSTANCE SHALL BE ADJUDGED INVALID BY A
 COURT OF  COMPETENT  JURISDICTION,  SUCH  ORDER  OR  JUDGMENT  SHALL  BE
 CONFINED  IN  ITS OPERATION TO THE CONTROVERSY IN WHICH IT WAS RENDERED,
 AND SHALL NOT AFFECT OR INVALIDATE THE REMAINDER  OF  ANY  PROVISION  OF
 THIS  SECTION OR THE APPLICATION OF ANY PART THEREOF TO ANY OTHER PERSON
 OR CIRCUMSTANCE AND TO THIS END THE PROVISIONS OF  EACH  SUBDIVISION  OF
 THIS  SECTION  ARE  HEREBY  DECLARED  TO  BE  SEVERABLE.  INSOFAR AS THE
 PROVISIONS OF THIS SECTION ARE INCONSISTENT WITH THE PROVISIONS  OF  ANY
 OTHER  LAW,  GENERAL,  SPECIAL  OR LOCAL, THE PROVISIONS OF THIS SECTION
 SHALL BE CONTROLLING.
   § 2. This act shall take effect immediately.