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

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SCHEDULEI AMENDMENT, ACKNOWLEDGMENT AND CONFIRMATION OF SUBORDINATION NOTICE: THIS AMENDMENT, ACKNOWLEDGMENT AND CONFIRMATION OF SUBORDINATION RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY REMAINING SUBJECT TO AND OF A LOWER PRIORITY THAN THE LIEN OF THE DEED OF TRUST AS MODIFIED BY THE FIRST MODIFICATION AGREEMENT REFERENCED IN THE FOREGOING MEMORANDUM OF FIRST MODIFICATION AGREEMENT. THIS ACKNOWLEDGMENT AND CONFIRMATION OF SUBORDINATION (this "Acknowledgment") is entered as of August 22, 2017 by and among the BANK OF AMERICA, N.A., a national banking association ("Bank" or "DOJ Lender"), the CITY OF SANTA ANA, a public body corporate and politic ("City"), CORNERSTONE CCRC MORTGAGE FUND I, LLC, a California limited liability company ("Cornerstone"), and 815 N. HARBOR, L.P., a California limited partnership ("Borrower"). RECITALS A. The Bank, DOJ Lender and Borrower entered into that certain Subordination Agreement dated as of August 1, 2015 (the "DOJ Subordination Agreement") and recorded in the Official Records of the County of Orange (the "Official Records") on August 14, 2015 as Instrument No. 2015000425635, pursuant to which, among other things, the DOJ Lender subordinated its rights and interests in the DOJ Deed of Trust and the Affordable Housing Land Use Restriction Agreement (the "DOJ Recorded Instruments") to the lien of the Deed of Trust and the Bank's other rights and interests under the Loan Documents. B. Concurrently, the Bank, City and Borrower entered into that certain Subordination Agreement dated as of August 1, 2015 (the "City Subordination Agreement") (together with the DOJ Subordination Agreement collectively shall be referred to herein as the "Subordination Agreements") and recorded in the Official Records of the County of Orange (the "Official Records") on August 14, 2015 as Instrument No. 2015000425636, pursuant to which, among other things, the City subordinated its rights and interests in the City HOME Deed of Trust and the City NSP Deed of Trust (the "City Recorded Instruments") to the lien of the Deed of Trust and the Bank's other rights and interests under the Loan Documents, C. Borrower, Bank and Cornerstone have entered into that certain First Modification Agreement referenced in the Memorandum of First Modification Agreement to which this Acknowledgment is attached, in order 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 (as such terms are referenced in the First Modification Agreement). Any capitalized term not otherwise defined herein shall have the definition given such term in the Memorandum of First Modification Agreement. D. In connection therewith, Bank and Cornerstone (in its capacity as the successor to Bank under the Loan, Deed of Trust and other Loan Documents as contemplated by the terms of the Bond Purchase Agreement) have requested that the DOJ Lender and City execute this Acknowledgment in order to acknowledge the above -referenced transactions and reaffirm the subordination of the DOJ Recorded Instruments and the City Recorded Instruments respectively, to the lien of the Deed of Trust and the Bank's other rights and interests under the Loan Documents. NOW, THEREFORE, in order to induce Bank and Cornerstone to enter into the First Modification Agreement, and in consideration thereof and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agrees as follows: 1. Incorporation of Recitals. The above Recitals are, by this reference, incorporated into and deemed a part of this Acknowledgment. Schedule 1 to Memorandum of First Modification Agreement