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

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Participating Owner accepted such assignment, and assumed all of the terms, covenants, conditions and obligations of Original Participating Owner under the Loan Documents. F. Participating Owner and City desire to amend the Note to clarify certain terms and conditions of the Note as set forth below. NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree, from and after the Effective Date as follows: 1. Repayment: Section 3 a. of the Note is hereby deleted in its entirety and replaced with the following: a. Except as set forth below, payments of principal on the Note shall be deferred until May 1, 2040, and during such period the principal amount outstanding shall bear interest at a rate per annum equal to zero percent (0%). Thereafter, the principal amount outstanding from time to time shall bear simple interest at a rate per annum equal to three percent (3%), and Participating Owner shall make annual payments of principal and interest to fully amortize the amounts owed hereunder over the remainder of the Term. 2. Prepayment. The following new Section 3 (d) shall be added to the Note: The Participating Owner may voluntarily prepay all or any portion of this Note, at any time without penalty or premium. 3. Term. Section 4 is hereby deleted in its entirety and replaced with the following: The Term of this Note shall expire on December 13, 2062, which is fifty-five (55) years from the date that the Certificate of Completion (as defined in the Agreement) was issued by the Agency, unless earlier terminated due to default by the Participating Owner. 4. Subordination. Section 6(f) of the Note is hereby deleted in its entirety and replaced with the following: The indebtedness evidenced by this Note, the Deed of Trust, the Declaration of Affordability Covenants and the Declaration of Redevelopment Covenants are and shall be subordinate in right of payment to the prior payment in full of all amounts then due and payable (including, but not limited to, all amounts due and payable by virtue of any default or acceleration or upon maturity) with respect to the indebtedness evidenced by the Note (as defined by that certain Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by the Borrower in favor of the CSCDA and assigned to Citibank, N.A.), in the original maximum principal amount of $20,040,000, executed by Borrower and payable to Citibank, N.A. ("Senior Lender"), to the extent and in the manner provided in that