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201705361
<br />Lender as security for the repayment of the Note, including but not limited to the continuing
<br />validity and enforceability of the Guaranty of Completion and the Guaranty of Payment each
<br />executed by MICHAEL H. STAENBERG, INDIVIDUALLY AND AS TRUSTEE OF THE
<br />MHS TRUST DATED JANUARY 13, 1986, AS AMENDED, and RAYMOND J. O'CONNOR,
<br />INDIVIDUALLY (the "Guarantors ") dated as of December 22, 2015. Borrower further
<br />acknowledges and agrees that the effectiveness of this Agreement is expressly conditioned upon
<br />the receipt by Lender of confirmations of guarantees from the Guarantors all in form and
<br />substance satisfactory to Lender in Lender's sole discretion.
<br />7. Borrower hereby confirms and ratifies the Note, and any agreement securing or
<br />related to the Note as renewed and modified hereby. This is a renewal and modification of the
<br />Note and not a replacement or novation thereof. If for any reason this Agreement is invalid, the
<br />Note shall be enforceable according to its original terms as heretofore amended.
<br />8. Borrower shall reimburse Lender for all expenses, including reasonable attorneys'
<br />fees incurred by Lender in connection with this transaction.
<br />9. Borrower represents to Lender and agrees that the lien of the original Mortgage
<br />and the covenants and agreements therein, and in the Note and other obligations secured thereby,
<br />except as herein modified, shall be and remain in full force and effect, subject to all the
<br />conditions and provisions contained in the Note, the Mortgage, the Loan Documents, or any
<br />other documents evidencing or securing the Loan.
<br />10. Upon the request of the Lender, Borrower shall obtain a title endorsement to the
<br />loan policy of title insurance in favor of Lender confirming the ownership of the real estate
<br />described in the Mortgage by Borrower, and updating the effective date thereof to the date of the
<br />recording of this Agreement and adding this Agreement to Schedule A of such loan policy of
<br />title insurance. Such title endorsement shall be in form and substance satisfactory to the Lender
<br />and shall contain no exceptions to title having priority over the lien of the Mortgage as amended
<br />hereby.
<br />11. Borrower represents to Lender that Borrower has no defenses, set -offs, claims,
<br />actions, causes of action, damages, demands or any other claims of any kind or nature
<br />whatsoever, whether asserted or unasserted, against Lender as of the date hereof with respect to
<br />any action previously taken or not taken by Lender.
<br />Without limiting the generality of the foregoing, except as to the obligations imposed
<br />upon Lender, as provided herein and in the other Loan Documents, Borrower and Guarantors,
<br />and each of them, on behalf of themselves, their respective successors and assigns, and each of
<br />them, do each hereby forever relieve, release, acquit and discharge Lender and its predecessors,
<br />successors and assigns, and their respective past and present attorneys, accountants, insurers,
<br />representatives, affiliates, partners, subsidiaries, officers, employees, directors, and shareholders,
<br />and each of them (collectively, the "Released Parties "), from any and all claims, debts, liabilities,
<br />demands, obligations, promises, acts, agreements, costs and expenses (including, but not limited
<br />to, reasonable attorneys' fees), damages, injuries, actions and causes of action, of whatever kind
<br />or nature, whether legal or equitable, known or unknown, suspected or unsuspected, contingent
<br />or fixed, which Borrower and Guarantors, or either of them, now own or hold or have at any time
<br />59625853_2-c
<br />59625853.2
<br />3
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