§ 35. Voluntary dissolution. 1. A company aided by a loan made prior
to May first, nineteen hundred fifty-nine, may voluntarily be dissolved,
with the consent of the commissioner or of the supervising agency, as
the case may be, not less than thirty-five years after the occupancy
date upon the payment in full of the remaining balance of principal and
interest due and unpaid upon the mortgage held by the state or a
municipality pursuant to this article and payment to the municipality of
a sum equal to the total of all accrued taxes for which tax exemption
was granted and received pursuant to section thirty-three of this
article, provided however that such payment of accrued taxes shall be
waived if a company is voluntarily dissolved subsequent to the original
maturity date of any mortgage held by the state or a municipality
pursuant to this article.

2. A company aided by a loan made after May first, nineteen hundred
fifty-nine, may voluntarily be dissolved, without the consent of the
commissioner or of the supervising agency, as the case may be, not less
than twenty years after the occupancy date upon the payment in full of
the remaining balance of principal and interest due and unpaid upon the
mortgage or mortgages and of any and all expenses incurred in effecting
such voluntary dissolution.

3. Upon such dissolution, title to the project may be conveyed in fee
to the owner or owners of its capital stock or to any corporation
designated by it or them for the purpose, or the company may be
reconstituted pursuant to appropriate laws relating to the formation and
conduct of corporations, provided, however, that prior to any such
dissolution and conveyance or reconstitution, payment shall be made of
all current operating expenses, taxes, indebtedness and all accrued
interest thereon and the par value of and accrued dividends on the
outstanding stock of such company. If after making such payments, and
after conveyance of the project, a surplus remains in the treasury of
the company, such surplus, except in the case of a project aided by a
state loan made after May first, nineteen hundred fifty-nine, shall upon
dissolution, be paid into the general fund of the municipality which
granted tax exemption. After such dissolution and conveyance, or such
reconstitution, the provisions of this article shall become and be
inapplicable to any such project and its owner or owners and any tax
exemption granted with respect to such project pursuant to section
thirty-three hereof shall cease and terminate.

4. (a) Notwithstanding any contrary provision of subdivision one or
three of this section or of any other law or local law, consent to
dissolve a company aided by a loan made prior to May first, nineteen
hundred fifty-nine shall be given by the commissioner or the supervising
agency, as the case may be, thirty-five years or more after the
occupancy date, provided that:

(i) such company's project or projects is or are located in a city of
less than one million and more than three hundred thousand persons;

(ii) the dissolution of such company is part of a refinancing plan to
continue the operation of the existing project or projects under this
chapter by a new company organized pursuant to the provisions of this
article in corporate, partnership, or individual ownership form as the
existing stockholders shall agree;

(iii) if the refinancing is done by a new first mortgage, the new
company shall be bound to pay from the proceeds of such refinancing the
remaining balance of the principal and interest on the original mortgage
and any interest due to debenture holders if such interest cannot first
be paid out of the original company's surplus or reserves; or if the
refinancing is done by a second mortgage, the new company shall be bound
to pay from the proceeds of such refinancing the interest due to
debenture holders if such interest cannot first be paid out of the
original company's surplus or reserves; and

(iv) the new company shall be bound to use at least fifty percent of
the net proceeds, which remain from such refinancing after having paid
the legal fees and development costs connected therewith and after
having made the payments required by subparagraph (iii) of this
paragraph, to finance the costs of refurbishing the existing housing
units of the project, or to build and operate under this chapter
additional housing units for persons of low or moderate income or for
disabled persons, within the same municipality wherein the original
project is or projects are located, or to do both such refurbishing of
existing units and such building and operating of such additional units;
any portion of the net proceeds remaining after utilization of at least
fifty percent thereof for the foregoing purposes shall be distributed or
used as the stockholders, partners or sole owner (as the case may be) of
the new company shall decide.

(b) The New York state housing finance agency and the state of New
York mortgage agency are hereby authorized and empowered to finance such
first or second mortgages for the foregoing refinancing purposes upon
such terms and conditions as each such agency deems appropriate.

(c) A company which is voluntarily dissolved in accordance with this
subdivision shall not be required to pay the taxes referred to in
subdivision one of this section nor any surplus remaining in its
treasury as referred to in subdivision three of this section to the
municipality which grants the tax abatement for such project or
projects, but instead, such surplus and all reserve accounts and
debenture rights, titles, interests, contracts, accounts receivable,
accounts payable, and all other assets and liabilities of the dissolved
company shall be transferred to the new company organized for such
refinancing purposes pursuant to such refinancing plan, and such new
company shall be considered for all the purposes of this chapter as a
company aided by a loan made subsequent to May first, nineteen hundred
fifty-nine, with the first date of occupancy deemed to be the date of
the closing of the new first or the second mortgage entered into as part
of the refinancing plan described in subparagraphs (ii), (iii) and (iv)
of paragraph (a) of this subdivision; and any tax abatement granted by
such municipality for such project or projects shall continue to be
applied unless or until such municipality shall act to extend, modify,
enlarge or remove such tax abatement.