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202104148 Transaction, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, but subject to all of the conditions and provisions contained in the Loan Documents, except as herein modified, Borrower hereby agrees to and with Lender and its successors and assigns as follows: 1. All capitalized terms used herein, except as modified hereby shall have the same meanings as set forth in the Loan Documents. 2. The failure of the Borrower to maintain a Debt Service Coverage Ratio of at least 1.20 to 1 as of December 31, 2020, is hereby waived. 3. Section 2.1(a) of the Note is hereby deleted and the following is inserted in lieu thereof: (a) Loan Rate. Interest on each advance hereunder shall accrue at the rate of interest (the "Loan Rate") that equals the sum of: (i) the Index, as defined below, determined as of the date hereof, and adjusted on the fifteenth day of the first full calendar month following the date hereof and on the fifteenth day of each month thereafter (each being an "Adjustment Date"), minus (ii) 0.95% (95 basis points) (the "Applicable Margin"). As used in this Note, the "Index" means the per annum "Prime Rate" means the weighted daily average during the interest calculation period of "Fed H15 Prime Rate "as published by The Federal Reserve. Notwithstanding anything herein to the contrary, in the event that the Prime Rate ceases to be published by The Federal Reserve, then all references to the Interest Rate herein will instead be to a replacement rate determined by Lender in its sole judgment, including any adjustment to the replacement rate to reflect a different credit spread, term or other mathematical adjustment deemed necessary by Lender in its sole judgment. Lender will provide reasonable notice to Borrower of such replacement rate and the effective date of such rate. Bank's determination of the Index shall be conclusive absent demonstrable error. 4. Borrower specifically understands and agrees that Lender is consenting to the foregoing modification of the Note in reliance upon all of the security previously pledged to Lender as security for the repayment of the Note, including but not limited to the continuing validity and enforceability of the Amended and Restated Guaranty of Payment of MICHAEL H. STAENBERG, INDIVIDUALLY AND AS TRUSTEE OF THE MHS TRUST DATED JANUARY 13, 1986, AS AMENDED, and RAYMOND J. O'CONNOR, INDIVIDUALLY (the "Guarantors") dated as of July 17, 2019. Borrower further acknowledges and agrees that the effectiveness of this Agreement is expressly conditioned upon the receipt by Lender of confirmations of guarantees from the Guarantors all in form and substance satisfactory to Lender in Lender's sole discretion. 5. The other Loan Documents are hereby modified to incorporate the modifications herein contained and each security document is hereby amended to provide that the obligations secured thereby shall specifically include all obligations of the Borrower pursuant to the Rate Management Agreement. The terms of this Agreement shall control to the extent such terms are inconsistent with the terms of the Loan Documents. 3 77472029.1 77477029 4