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Ork. NY 10017 Attention: Chief Financial Officer Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the transaction (the "Transaction") entered into between Citibank. N.A., New York. ("Party A") and New York State Urban Development Corporation ("Party B'') on the Trade Date specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., the "Defini.

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