C&C DEVELOPMENT COMPANY, LLC AND ORANGE HOUSING DEVELOPMENT CORPORATION (2)

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NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank, CCRC and Borrower agree as follows: 1. Incorporation of Recitals. The foregoing Recitals are hereby incorporated into this Agreement by this reference. 2. Amendment of Loan Purchase Agreement. As among CCRC, Bank and Borrower, the terms, conditions and covenants of the Loan Purchase Agreement are hereby amended as follows: (a) Recital F. Recital F of the Loan Purchase Agreement is hereby deleted in its entirety and the following is substituted therefor: "F. Pursuant to the terms and conditions of this Agreement, upon satisfaction of the Conversion Conditions set forth in Article 3 and any other conditions herein, CCRC has agreed to purchase the Bank Loan from Bank in the principal amount of $6,420,000 or such lesser amount as required by the terms hereof. The terms and conditions of CCRC's purchase of the Bank Loan are set forth in this Agreement. Upon such purchase of the Bank Loan by CCRC (subject to the terms herein), the Bank Loan will, pursuant to its terms, convert into a term loan in an amount not to exceed Six Million Four Hundred Twenty Thousand and No/100th Dollars ($6,420,000) with a term of thirty-five (35) years (the "Permanent Loan"). If CCRC does not purchase the Bank Loan from Bank for any reason whatsoever, the Bank Loan will become immediately due and payable on the Construction Loan Maturity Date (as defined in the Loan Agreement)." (b) Section 2.1(a). Section 2.1(a) of the Loan Purchase Agreement is hereby deleted in its entirety and the following is substituted therefor: "(a) CCRC Purchase Price. Provided that all of the Conversion Conditions set forth in Article 3 and Exhibit G of this Agreement are satisfied, CCRC shall purchase the Bank Loan at par, in the maximum principal amount of $6,420,000 (the "CCRC Purchase Price"), on the Conversion Date, subject to adjustment as provided in Section 2.1(b) below; provided, however, that at Conversion, the Permanent Loan shall not exceed eighty percent (80%) of CCRC's appraised Project Market Value as Stabilized Subject to Restricted Rents Including the Project Based Subsidy Rents (Section 8 Value). On or before the Conversion Date, Borrower shall have made all such payments of principal and interest on the Note, such that the principal amount outstanding together with any accrued unpaid interest with respect to the Permanent Loan as of the Conversion Date does not exceed the CCRC Purchase Price." (c) Section 4.1. Section 4.1 of the Loan Purchase Agreement is hereby deleted in its entirety and the following is substituted therefor: "4.1 Time of Conversion. The closing of the sale of the Bank Loan by Bank to CCRC and the recordation of the Assignment and Assumption (the "Conversion"), shall occur on or before a date no later than five (5) business days following satisfaction of all of the conditions set forth in Article 3 of this Agreement (such date, the "Conversion Date"). The precise date and time of the Conversion Date shall be mutually determined by Bank, CCRC and Borrower; provided, however, the Conversion Date shall not occur later than December 1, 2018 (the "Termination Date"), unless extended pursuant to the mutual agreement of Bank and CCRC. In the event the Conversion Date has not occurred by the Termination Date as a result of the failure of Borrower or Bank to satisfy any condition for the benefit of CCRC set forth in this Agreement, then Bank and CCRC shall have the right, each in its sole and absolute discretion, to terminate this Agreement." 3. Amendment of Note. As between Bank and Borrower (and CCRC as successor to Bank), the terms, conditions and covenants of the Note are hereby amended as follows: