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<br />3
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<br />The obligation of the Borrower to make the payments required hereunder shall be
<br />absolute and unconditional, and the Borrower shall make such payments without abatement,
<br />diminution or deduction, regardless of any cause or circumstances whatsoever, including, without
<br />limitation, any defense, set-off, recoupment or counterclaim which the Borrower may have or
<br />assert against the Issuer, the Trustee, the Bank or any other person.
<br />This Third Amended and Restated Note is subject to optional, extraordinary optional and
<br />mandatory prepayment, in whole or in part, upon the terms and conditions set forth in Article VI
<br />of the Third Amended and Restated Agreement. Any optional or extraordinary optional
<br />prepayment is also subject to satisfaction of any applicable notice, deposit or other requirements
<br />set forth in the Third Amended and Restated Agreement, or the Third Amended and Restated
<br />Indenture.
<br />Whenever an Event of Default under Section 7.1 of the Third Amended and Restated
<br />Agreement, shall have occurred, the unpaid principal amount of and any premium and accrued
<br />interest on this Third Amended and Restated Note may be declared or may become due and
<br />payable as provided in Section 7.2 of the Third Amended and Restated Agreement; provided, that
<br />any annulment of a declaration of acceleration with respect to the Project Bonds under the Third
<br />Amended and Restated Indenture, shall also constitute an annulment of any corresponding
<br />declaration with respect to this Third Amended and Restated Note.
<br />No recourse shall be had for the payment of the principal of, premium, if any, or interest
<br />on this Third Amended and Restated Note or for any claim based thereon or on the Third Amended
<br />and Restated Agreement, or any agreement supplemental thereto, against any incorporator,
<br />member, director, trustee, officer, employee or agent, past, present or future, of the Borrower, or
<br />against any incorporator, member, director, trustee, officer, employee or agent, past, present
<br />or future, of any predecessor or successor corporation, as such, either directly or through the
<br />Borrower or any such predecessor or successor corporation, whether by virtue of any constitution,
<br />statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such
<br />liability, whether at common law, in equity, by any constitution, statute or otherwise, of
<br />incorporators, members, directors, trustees, officers, employees or agents, as such, being released
<br />as a condition of and consideration for the execution of the Third Amended and Restated
<br />Agreement, and the issue of this Third Amended and Restated Note.
<br />This Third Amended and Restated Note amends, restates and supersedes, and shall be
<br />deemed to replace, the Second Amended and Restated Note. This Third Amended and
<br />Restated note evidences all indebtedness currently outstanding under the Second Amended
<br />and Restated Note. This Third Amended and Restated Note is not and shall not be deemed to
<br />be payment for or a novation to the Second Amended and Restated Note, nor a waiver, release,
<br />satisfaction and accord or satisfaction of any indebtedness evidenced thereby.
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