OREANDA-NEWS. Fitch Ratings assigns a rating of 'A/F1' to the \$60,000,000 New York State Housing Finance Agency (NYSHFA) Riverside Center 2 housing revenue bonds, 2015 series A-1 and \$26,000,000 2015 series A-2 (the bonds). The Rating Outlook for the long-term rating is Negative.

KEY RATING DRIVERS:
The rating is based on the support provided by an irrevocable direct-pay letter of credit (LOC) issued by Bank of America, N.A. (rated 'A/F1', Negative Outlook by Fitch).

The 2015 series A-1 and 2015 series A-2 bonds constitute NYSHFA's fifth and sixth series of bonds issued under a general resolution for the purpose of financing portions of a mortgage loan for a multi-family rental housing development (Riverside Center 2). The Bank of America LOC was delivered concurrently with the 2012 issuance and may be drawn upon up to a total principal amount of \$275,000,000 for the following NYSHFA Riverside Center 2 housing revenue: \$25,000,000 2012 series A bonds issued in December 2012; \$41,200,000 2013 series A-1 bonds issued in June - August 2013, \$57,000,000 2013 series A-2 and \$65,800,000 2013 series A-3 bonds issued in December 2013; and the current issuance of 2015 series A-1 and A-2 bonds.

The bank is obligated to make regularly scheduled payments of principal of and interest on the bonds in addition to payments due upon maturity and redemption, as well as purchase price for tendered bonds. The rating will expire upon the earliest of: (a) Dec. 16, 2016, the initial stated expiration date of the LOC, unless such date is extended; (b) conversion of the bonds to an interest rate mode other than the weekly rate mode; (c) any prior termination of the LOC; and (d) defeasance of the bonds. The LOC provides full and sufficient coverage of principal plus an amount equal to 34 days of interest for each series of bonds at a maximum rate of 12% based on a year of 365 days and purchase price for tendered bonds while in the weekly rate mode. The Remarketing Agent for the 2015 series A-1 bonds is Loop Capital Markets LLC and for and the 2015 series A-2 bonds is Goldman, Sachs & Co. The bonds are expected to be delivered on or about March 25, 2015.

The bonds initially bear interest at a weekly rate, but may be converted to a daily rate, an adjustable rate, a fixed rate, or a direct placement mode. While bonds bear interest in the weekly rate mode, interest payments are on the first business day of each month, commencing April 1, 2015. The trustee is obligated to make timely draws on the LOC to pay principal, interest, and purchase price. Funds drawn under the LOC are held invested in U.S. government obligations and repurchase agreements limited to such obligations, and are free from any lien prior to that of the bondholders.

Holders may tender their bonds on any business day, provided the trustee and remarketing agent are given the requisite prior notice of the purchase. The bonds are subject to mandatory tender: (1) upon conversion of the interest rate; (2) upon expiration, substitution or termination of the LOC; and (3) following receipt of written notice from the bank of an event of default under the reimbursement agreement directing such mandatory tender. The bonds may also be redeemed following the trustee's receipt of a notice of an event of default under the reimbursement agreement directing a mandatory redemption. The bonds may be redeemed upon the trustee's receipt of a notice of non-reinstatement of the LOC interest; however, this LOC provides for automatic and immediate reinstatement of interest draws. Optional and mandatory redemption provisions also apply to the bonds. Additional bonds may be issued provided they receive a separate series designation, however, the LOC only covers up to a total principal amount of \$275,000,000.

Bond proceeds will be used to: (a) fund the remaining portion of a mortgage loan to finance the costs of constructing and equipping Riverside Center 2; (b) pay capitalized interest; and (c) pay costs of issuance.

RATING SENSITIVITIES:
The rating is tied exclusively to the short- and long-term rating that Fitch maintains on the bank providing the LOC and will reflect all changes to the rating.