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This Note is subject to the terms of a Debt Subordination Agreement in favor of PNC Bank, National Association. Notwithstanding any contrary statement contained in the within instrument, no payment on account of any obligation arising from or in connection with the within instrument or any related agreement (whether of principal, interest or otherwise) shall be made, paid, received or accepted except in accordance with the terms of said Debt Subordination Agreement. 17. Financing of Fiduciary. In the event a bankruptcy, reorganization, other insolvency or court proceeding for Borrower commences, Bank shall have the option (in its sole and absolute discretion) to continue to provide financing (on terms acceptable to Bank) of the trustee, other fiduciary, or of Borrower as a debtor -in- possession, if Bank deems such financing to be in its best interests. The subordination and lien priority provisions of this Agreement shall continue to apply to all advances made during the pendency of such court proceedings, so that Bank shall have a prior lien on all Collateral as set forth in this Agreement, created before or during such court proceeding, to secure all Obligations, whether created before or during such court proceeding. Creditor hereby waives any right it may have to object to financing by Bank during the pendency of such court proceeding and Creditor's consent to such financing shall not be required regardless of whether the court supervising such proceeding approves, grants or allows adequate protection to Creditor. 18. Investigation of Parties. Creditor has entered into the Creditor Documents with Mezzanine Borrower, Bank has entered into the Loan Documents with Borrower and Creditor and Bank have entered into this Agreement, each upon its own independent investigation, and each makes no warranty or representation as to each other with respect to the financial condition of Borrower or Mezzanine Borrower, or either entity's ability to repay its loans to Creditor or Bank in the future. Nothing in this Agreement shall be deemed to constitute this Agreement as a security or create a joint venture or partnership between Creditor and Bank for any purpose. 19. Improper Action by Creditor. If any of Creditor, Mezzanine Borrower or Borrower, contrary to this Agreement, make, attempt to or threaten to allow Creditor to exercise its remedies against Mezzanine Borrower under Creditor Documents, or make any payment or take any action contrary to this Agreement, Bank may restrain or enjoin Creditor, Mezzanine Borrower and Borrower from so doing, it being expressly understood and agreed by Creditor, Mezzanine Borrower and Borrower that: (i) Bank's damages from their actions may at that time be difficult to ascertain and may be irreparable, and (ii) Creditor, Mezzanine Borrower and Borrower waive any defense or claim that Bank or Borrower cannot demonstrate damages or can be made whole by the awarding of damages. 20. Indemnification of Bank. Creditor agrees to indemnify and to hold Bank, its officers, directors, agents and employees harmless for any and all losses, damages, liabilities, expenses and obligations, including attorneys' fees and expenses, as they arise, relating to actions of Creditor taken contrary to this Agreement. 21. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder ( "Notices ") must be in writing and will be effective upon receipt. Notices may be given in any manner to which the parties may separately 1616593v10 (4982- 95337) 9