815 N. HARBOR, L.P. (CORNERSTONE CCRC MORTAGEG FUND I., LLC / HOME INVESTMENT PARTNERSHIP PROGRAM FUNDS) 3-2017

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of Trust"), executed by Borrower as trustor in favor of Issuer, and recorded on August 14, 2015 as Instrument No. 2015000425625 in the official records of the Recorder's Office of County of Orange, California (the "Official Records") 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 and recorded on August 14, 2015 as Instrument No. 2015000425626 in the Official Records. 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." D. Borrower has requested an increase in the Cornerstone Purchase Price from Cornerstone and Cornerstone has agreed to such increase subject to modification of the Loan Documents in accordance with the terms of this Memorandum. E. Bank, Cornerstone and Borrower wish to enter into this Memorandum in order to memorialize the amendment of the Loan Documents pursuant to the terms of the First Modification Agreement. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank, Cornerstone 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 Documents. Cornerstone, Bank and Borrower have agreed to amend and modify certain of the terms of the Loan Documents in accordance with and pursuant to the terms of the First Modification Agreement, including, without limitation, increase of the Cornerstone Purchase Price to $11,991,300.00, and modification of the Note Rate. 3. Recordation. This Memorandum is prepared for the purposes of recordation only and it in no way modifies the provisions of the First Modification Agreement. 4. Amendment. Acknowledgment and Confirmation of Subordination. Borrower acknowledges and agrees that the effectiveness of the First Modification Agreement is conditioned upon and subject to the execution and delivery of the Amendment, Acknowledgment and Confirmation of Subordination attached hereto as Schedule 1 by all the parties thereto. 5. Further Assurances, Upon Cornerstone's or Bank's request and at Borrower's sole cost and expense, Borrower shall execute, acknowledge and deliver any other amendments, modifications or instruments and perform any other acts necessary, desirable or proper, as reasonably determined by Cornerstone or Bank, to carry out the purposes of this Memorandum or the First Modification Agreement. 6. Ratification. Except as expressly modified by the First Modification Agreement, the Loan Documents remain unmodified and in full force and effect and the parties ratify and confirm the terms thereof as modified by the First Modification Agreement. 7. Counterparts, This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.