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WHEREAS, in connection with the sale of the Property and the prior redemption of the <br />Bonds in full, the City, the Partnership and the Trustee desire to terminate the Regulatory <br />Agreement in its entirety, and to memorialize the termination of any other obligations in <br />connection with the Bonds; <br /> <br />NOW, THEREFORE, the parties agree as follows: <br /> 1. Qualified Project Period Ended. The Partnership hereby represents to the <br />City and the Trustee that the Qualified Project Period (as defined in the Regulatory Agreement) <br />has ended pursuant to the terms of the Regulatory Agreement. <br />2. Termination and Release of the Regulatory Agreement. Effective as of the <br />date hereof, the City, the Partnership, and the Trustee hereby terminate the Regulatory <br />Agreement in its entirety and all covenants, conditions and restrictions set forth therein. The <br />City, the Partnership, and the Trustee hereby consent that the Regulatory Agreement be released <br />of record. <br />3. Waiver of Notice. Each of the City and the Partnership waive any applicable <br />notice provisions under the Regulatory Agreement and any and all other documents in <br />connection with the Bonds. <br /> <br />4. Counterparts. This Agreement may be executed in one or more counterparts and <br />each counterpart shall be effective as an original when counterparts have been signed by each of <br />the City, the Partnership, and the Trustee. <br /> <br /> <br />[Remainder of page left intentionally blank. Signature pages to follow.] <br /> <br /> <br />15582402v3 <br />3997.843 <br />