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EXHIBIT 3 <br />FIRST AMENDMENT TO CITY LOAN NOTE <br />THIS FIRST AMENDMENT TO CITY LOAN NOTE is made and entered into this 6th day of <br />March, 2018, by and between TOWNSEND & RAITT, L.P., a California limited partnership <br />("Borrower"), and the City of Santa Ana, a charter city and municipal corporation, organized and <br />existing under the Constitution and laws of the State of California ("City"). <br />RECITALS <br />A. Borrower executed a City Loan Note, dated February 14, 2008 to secure loan <br />funding for Borrower to develop an affordable housing project on the property <br />located at 701 S. Townsend Street ("said Note"). <br />B. In accordance with the terms and conditions of said Note, the parties desire to <br />amend the "Operating Expenses" definition to increase the allowed property <br />management fee to 8% of gross rents under said Note. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions of said Note, except as herein modified, the parties agree as follows: <br />/I/ <br />Section 2, Definitions, shall be amended to revise the definition of "Operating <br />Expenses" to increase the property management fee equal to 8% of gross rents for <br />the subject affordable housing project. <br />2. Except as hereinabove modified, all terms and conditions of said Note shall <br />remain in full force and effect. <br />Pagel of 3 <br />80A-20 <br />