First Amendment to Promissory Note - Hallmark House, 531 Woodside (fully executed)

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certain Subordination Agreement, dated as of April , 2020, between Senior Lender and the holder of this Note (the "Subordination Agreement"). The rights and remedies of the payee and each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of this Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the "Subordinate Lender" under the Subordination Agreement. 5. Limits on Personal Liability. Section 8(a) is hereby deleted in its entirety and replaced with the following: a. Except as otherwise provided in this Paragraph 8, neither the Participating Owner nor its partners shall have any personal liability under this Note, the Owner Participation Agreement, the Deed of Trust or any of the other documents evidencing or securing the Participating Owner's obligations in respect of the loan evidenced by the Note (the "Loan Documents") for the repayment of the indebtedness evidenced by this Note (the "Indebtedness") or for the performance of any other obligations of the Participating Owner under the Loan Documents, and the City's only recourse for the satisfaction of the Indebtedness and the performance of its right and remedies with respect to the Property and any other collateral held by the City as security for the Indebtedness. 6. Default. The following new Section 9 is hereby added to the Note: City agrees to accept a cure of any default by Participating Owner hereunder tendered by R4 HFICA Acquisition LLC, a Delaware limited liability company ("Limited Partner") on the same basis as if such cure were tendered by Participating Owner. City shall not, so long as Limited Partner or an entity whose management is controlled by an entity in which the Limited Partner has a continuing ownership interest in Participating Owner, conduct a foreclosure sale of the mortgaged property or receive a deed -in -lieu of foreclosure, until such time as Limited Partner has first been given 30 days written notice of such default and has failed, within such 30 -day period to cure such default. 7. Reaffirmation. Except as specifically set forth herein, each of the terms and conditions of the Note remain unmodified and in full force and effect, and are hereby ratified and confirmed, and all of which are applicable to this Amendment as if the provisions hereof were incorporated into the Note when the same was executed and delivered. In the event of any conflict between the terms of the Note on the one hand and this Amendment on the other, this Amendment shall control. 8. Counterparts. This Amendment may be executed in any number of identical counterparts and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document and any counterpart signature pages may be detached and assembled to form a single original document.