815 N. HARBOR, L.P. (CORNERSTONE CCRC MORTAGEG FUND I., LLC / HOME INVESTMENT PARTNERSHIP PROGRAM FUNDS) 4-2017

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INSURANCE NOT REQUIRED C o (s r A%) A-201 5-029-02 WORK MAY PROCEED, CLERK OF COUNCIL �J LI UU CtATp' AUG 2 8 2017 FIRST MODIFICATION AGREEMENT j ,dy W 4N ' THIS FIRST MODIFICATION AGREEMENT (this "Agreement") is made and entered into as of August 22, 2017, by and among BANK OF AMERICA, N.A„ a national banking association ("Bank' or "Bondowner Representative"), CORNERSTONE CCRC MORTGAGE FUND !, LLC, a California limited liability company ("Cornerstone"), and 815 N. HARBOR, L.P., a California limited partnership ("Borrower'). RECITALS A. Reference is made to that certain Bond Issuance and Pledge Agreement executed by the California Municipal Finance Authority, a joint exercise of powers agency, duly organized and existing under the laws of the State of California (together with its successors and assigns, "Issuer'), and Bondowner Representative and dated as of August 1, 2015 (the "Pledge Agreement"), securing up to $15,185,948 California Municipal Finance Authority Multifamily Housing Revenue Bonds (Andalucia Apartments) 2015 Series A-1 and A-2 (the "Bonds"). Pursuant to that certain Loan Agreement executed by Borrower, Issuer and Bondowner Representative, dated as of August 1, 2015 (the "Loan Agreement"), Issuer has agreed to lend to Borrower certain proceeds of the sale of the Bonds (the "Loan") in the principal amount of Fifteen Million One Hundred Eighty -Five Thousand Nine Hundred Forty -Eight and No/100 Dollars ($15,185,948) (the "Construction Loan Amount"). Upon satisfaction of certain conversion conditions set forth in that certain Bond Purchase Agreement, dated as of August 1, 2015 (the "Bond Purchase Agreement") executed by and among Bank, California Community Reinvestment Corporation, a California nonprofit public benefit corporation ("CCRC") and Borrower, will convert to a term loan not to exceed the principal amount of Eleven Million Four Hundred Eighty -Three Thousand Four Hundred and No/100 Dollars ($11,483,400) (the "Cornerstone Purchase Price"). Subsequently CCRC assigned to Cornerstone its interest in the Bond Purchase Agreement by that certain Loan Commitment Assumption Agreement dated as of August 1, 2015, by and between CCRC and Cornerstone. On the Conversion Date (as defined in that certain Supplemental Agreement, dated August 1, 2015 (the "Supplemental Agreement"), by and between Borrower and CCRC), Cornerstone shall purchase the Bonds and Bank shall assign to Cornerstone its interests under certain of the Loan Documents (as defined below). Upon Cornerstone's purchase of the Bonds, Cornerstone shall become the Majority Owner with respect to the Bonds. B, The obligation of Borrower to repay the Loan is evidenced by (i) that certain Promissory Note Secured by Deed of Trust (Construction Loan Converting to Term Loan) (Series A-1) dated as of August 1, 2015, made by Borrower to the order of Issuer in the original principal amount of $14,494,948 (the "Series A-1 Note") and all modifications, extensions, renewals and replacements thereof and (ii) that certain Promissory Note Secured by Deed of Trust (Construction Loan Converting to Term Loan) (Series A-2) dated as of August 1, 2015, made by Borrower to the order of Issuer in the original principal amount of $891,000 (the"Series A-2 Note"; and together with the Series A-1 Note, the "Note") and all modifications, extensions, renewals and replacements thereof. The obligations of Borrower under the Loan Agreement and the Note are secured by a Construction and Permanent Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (Affordable Housing - California) executed by Borrower as trustor in favor of Issuer (the "Deed of Trust") covering certain real and personal property, as therein described (all collectively, the "Property"). Issuer has assigned its rights and interests under the Loan Agreement, Note and Deed of Trust to Bondowner Representative for the benefit of Bank as Majority Owner pursuant to the terms of that certain Assignment of Deed of Trust and Related Documents, dated as of August 1, 2015. The obligations of Borrower under the Loan Agreement and the Note are also secured by other collateral, as more fully explained in the Loan Agreement. This Agreement, the Loan Agreement, the Note and the Deed of Trust and the Supplemental Agreement, together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise pertain to the Loan collectively constitute the "Loan Documents C, Borrower has constructed upon the Land certain improvements (the "Improvements") that qualify as a "qualified low income housing project" under Section 42(g) of the Internal Revenue Code (the "Code") and consists of a multifamily rental housing project and other related appurtenances with 70 units (the "Project"). The Land and the Improvements are hereinafter collectively referred to as the "Property."