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INSURANCE NOT REQUIRED
<br />WORK MAY PROCEED
<br />CLERK OF COUNC
<br />f1ATF AUG 2 8 2011
<br />RECORDING REQUESTED BY
<br />AND WHEN RECORDED MAIL TO:
<br />Cornerstone CCRC Mortgage Fund I, LLC
<br />c/o California Community Reinvestment Corporation
<br />100 West Broadway, Suite 1000
<br />Glendale, CA 91210
<br />Attention: Maria A. Majczinger
<br />llp 'i Loan No. 107720131 (Andalucia Apartments)
<br />0`, COA<7
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<br />Use
<br />MEMORANDUM OF FIRST MODIFICATION AGREEMENT
<br />A-2015-029-01
<br />THIS MEMORANDUM OF FIRST MODIFICATION AGREEMENT (this "Memorandum") is made
<br />and entered into as of August 22, 2017, by and among BANK OF AMERICA, N.A., a national banking
<br />association organized and existing under the laws of the United States of America ("Bank" or "Bondowner
<br />Representive"), CORNERSTONE CCRC MORTGAGE FUND I, LLC, a California limited liability company
<br />("Cornerstone'), and 815 N. HARBOR, L.P., a California limited partnership ("Borrower").
<br />RECITALS
<br />A. Reference is made to that certain Bond Issuance and Pledge Agreement executed by the
<br />California Municipal Finance Authority, a joint exercise of powers agency, duly organized and existing under
<br />the laws of the State of California (together with its successors and assigns, "Issuer"), and Bondowner
<br />Representative and dated as of August 1, 2015 (the "Pledge Agreement"), securing up to $15,185,948
<br />California Municipal Finance Authority Multifamily Housing Revenue Bonds (Andalucia Apartments) 2015
<br />Series A-1 and A-2 (the "Bonds"). Pursuant to that certain Loan Agreement executed by Borrower, Issuer
<br />and Bondowner Representative, dated as of August 1, 2015 (the "Loan Agreement"), Issuer has agreed
<br />to lend to Borrower certain proceeds of the sale of the Bonds (the "Loan") in the principal amount of Fifteen
<br />Million One Hundred Eighty -Five Thousand Nine Hundred Forty -Eight and No/100 Dollars ($15,185,948)
<br />(the "Construction Loan Amount"), which upon the satisfaction of certain conversion conditions set forth
<br />in that certain Bond Purchase Agreement, dated as of August 1, 2015 (the "Bond Purchase Agreement")
<br />executed by and among Bank, California Community Reinvestment Corporation, a California nonprofit
<br />public benefit corporation ("CCRC") and Borrower, will convert to a term loan not to exceed the principal
<br />amount of Eleven Million Four Hundred Eighty -Three Thousand Four Hundred and No/100 Dollars
<br />($11,483,400) (the "Cornerstone Purchase Price"), Subsequently CCRC assigned to Cornerstone its
<br />interest in the Bond Purchase Agreement by that certain Loan Commitment Assumption Agreement dated
<br />as of August 1, 2015, by and between CCRC and Cornerstone. On the Conversion Date (as defined in that
<br />certain Supplemental Agreement, dated August 1, 2015 (the "Supplemental Agreement"), by and between
<br />Borrower and CCRC), Cornerstone shall purchase the Bonds and Bank shall assign to Cornerstone its
<br />interests under certain of the Loan Documents (as defined below). Upon Cornerstone's purchase of the
<br />Bonds, Cornerstone shall become the Majority Owner with respect to the Bonds.
<br />B. The obligation of Borrower to repay the Loan is evidenced by (i) that certain Promissory
<br />Note Secured by Deed of Trust (Construction Loan Converting to Term Loan) (Series A-1) dated as of
<br />August 1, 2015, made by Borrower to the order of Issuer in the original principal amount of $14,494,948
<br />(the "Series A-1 Note") and all modifications, extensions, renewals and replacements thereof and (ii) that
<br />certain Promissory Note Secured by Deed of Trust (Construction Loan Converting to Term Loan) (Series
<br />A-2) dated as of August 1, 2015, made by Borrower to the order of Issuer in the original principal amount
<br />of $691,000 (the "Series A-2 Note"; and together with the Series A-1 Note, the "Note") and all modifications,
<br />extensions, renewals and replacements thereof. The obligations of Borrower under the Loan Agreement
<br />and the Note are secured by a Construction and Permanent Deed of Trust with Assignment of Rents,
<br />Security Agreement, and Fixture Filing (Affordable Housing - California), dated August 1, 2015 (the "Deed
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