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This Note is subject to the terms of a Debt Subordination Agreement in favor of PNC <br />Bank, National Association. Notwithstanding any contrary statement contained in the within <br />instrument, no payment on account of any obligation arising from or in connection with the <br />within instrument or any related agreement (whether of principal, interest or otherwise) shall be <br />made, paid, received or accepted except in accordance with the terms of said Debt Subordination <br />Agreement. <br />Time is of the essence of this Note and each of the provisions hereof. <br />IN WITNESS WHEREOF, Borrower has executed this Note as of the date first above <br />written. <br />F & C RAMSEY MEMBER, LLC <br />By: <br />Its: Chief Manager <br />D-1-4 <br />2695614v16 <br />