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EXHIBIT 3
<br />MODIFICATION AGREEMENT
<br />THIS MODIFICATION AGREEMENT (this "Agreement") is made and entered into as of
<br />October_, 2018, by and among BANK OF AMERICA, N.A., a national banking association ("Bank"),
<br />CALIFORNIA COMMUNITY REINVESTMENT CORPORATION, a California nonprofit public benefit
<br />corporation ("CCRC"), and DEPOT AT SANTIAGO, L.P., a California limited partnership ("Borrower").
<br />RECITALS:
<br />A. Reference is made to that certain Construction and Permanent Loan Agreement
<br />(Affordable Housing — California) executed by Borrower and Bank, dated as of March 1, 2016, as amended
<br />by (i) that certain Loan Modification Agreement dated August 9, 2017 by and among Borrower, Bank and
<br />Guarantor, (ii) that certain Second Loan Modification Agreement dated November 1, 2017 by and among
<br />Borrower, Bank and Guarantor, and (iii) that certain Third Loan Modification Agreement dated March 9,
<br />2018 by and among Borrower, Bank and Guarantor (collectively, the "Loan Agreement"), pursuant to which
<br />Bank agreed to lend to Borrower the total principal amount of $27,295,270.00 (the "Loan"), for the purpose
<br />of financing the construction of certain Improvements on the Land. Capitalized terms not otherwise defined
<br />herein shall have the meanings set forth in the Loan Agreement.
<br />B. The obligation of Borrower to repay the Loan is evidenced by that certain Promissory Note
<br />Secured by Deed of Trust (Construction Loan Converting to Term Loan) dated as of March 1, 2016, made
<br />by Borrower to the order of Bank in the original principal amount of $27,295,270, as amended by that certain
<br />First Amendment to Promissory Note dated May 30, 2018 (collectively, with all modifications, extensions,
<br />renewals and replacements thereof, the "Note"). The obligations of Borrower under the Loan Agreement
<br />and the Note are secured by that certain Construction and Permanent Deed of Trust with Assignment of
<br />Leases and Rents, Security Agreement, and Fixture Filing (the "Original Deed of Trust") dated as of March
<br />1, 2016, and recorded March 16, 2016 as Instrument No. 2016000109369 in the Official Records of Orange
<br />County, California (the "Official Records"), executed by Borrower, as trustor, for the benefit of Bank,
<br />encumbering Borrower's fee interest in and to the Land (as more fully described on Exhibit A attached
<br />hereto) and interest in and to the Improvements and other personal property described therein. The Original
<br />Deed of Trust was amended by that certain First Amendment to Deed of Trust and Loan Documents (the
<br />"First Amendment of Deed of Trust") dated as of May 30, 2018, and recorded June 19, 2018 as
<br />Instrument No. 2018000224307 in the Official Records, The Original Deed of Trust and the First
<br />Amendment of Deed of Trust are, collectively, referred to herein as the "Deed of Trust." The obligations
<br />of Borrower under the Loan Agreement and the Note are also secured by other collateral, as more fully
<br />explained in the Loan Agreement. This Agreement, the Loan Agreement, the Note and the Deed of Trust,
<br />together with all of their exhibits, and all other documents which evidence, guaranty, secure, or otherwise
<br />pertain to the Loan are herein collectively referred to as the "Loan Documents."
<br />C. Upon the satisfaction of those certain Conversion Conditions more fully set forth in that
<br />certain Loan Purchase Agreement dated as of March 1, 2016, executed by and among Bank, CCRC and
<br />Borrower, as amended by that certain First Amendment to Loan Purchase Agreement dated as of March 6,
<br />2018, and that certain Second Amendment to Loan Purchase Agreement dated as of May 30, 2018
<br />(collectively, the "Loan Purchase Agreement"), CCRC agreed to purchase the Loan on the Conversion
<br />Date for an amount not to exceed $5,426,500.00 (the "CCRC Purchase Price"), take assignment of the
<br />Loan Documents, and convert the Loan to a term loan.
<br />D. Borrower has requested an increase in the CCRC Purchase Price from CCRC, and CCRC
<br />has agreed to an increase up to $6,420,000.00, subject to modification of the Loan Documents in
<br />accordance with the terms of this Agreement.
<br />E. Bank, CCRC and Borrower wish to enter into this Agreement in order to amend the Loan
<br />Documents in order to increase the CCRC Purchase Price and modify certain of the other terms thereof in
<br />accordance with CCRC's requirements.
<br />25C-25
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