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<br />of occupancy for the Project and declining to a maximum of Ten Thousand ($10,000) per year,
<br />increasing at a rate of 3% per year, beginning in the 16th year following issuance of a certificate
<br />of occupancy for the Project; during the 15-year tax credit compliance period, an asset
<br />management fee equal to $5,000 per year payable to the limited partner; and other ordinary and
<br />reasonable operating expenses.
<br />
<br />3.5.1.4 Exclusions from Annual Operating Expenses. Annual Operating
<br />Expenses shall exclude the following: debt service paYments on any loan which is not an
<br />Approved Senior Loan, including without limitation, unsecured loans or loans secured by deeds
<br />of trust which are subordinate to the Agency Deed of Trust; depreciation, amortization, depletion
<br />or other non-cash expenses; capital expenditures; expenses paid for with disbursements from any
<br />reserve account; distributions to partners; any amount paid to Tenant, any general partner of
<br />Tenant, or any entity controlled by the persons or entities in control of Tenant or any general
<br />partner of Tenant. Notwithstanding the foregoing limitation regarding paYments to Tenant and
<br />related parties, the following fees shall be included in Annual Operating Expenses in accordance
<br />with the limitations set forth in Section 1.2.1 above even ifpaid to an affiliate of Tenant or a
<br />partner of Tenant: fees paid to a property management agent or resident services agent,
<br />partnership management fees and asset management fees.
<br />
<br />ARTICLE IV
<br />
<br />T AXES, ASSESSMENTS AND OTHER CHARGES
<br />
<br />4.1 Impositions. Tenant covenants and agrees to pay prior to delinquency, all real
<br />property taxes, possessory interest taxes, license and permit fees, sales, use or occupancy taxes,
<br />assessments whether general or special, ordinary or extraordinary, unforeseen, as well as
<br />foreseen, of any kind or nature whatsoever, pertaining to the Property or part thereof, including,
<br />but not limited to (i) any assessment, levy, imposition or charge, in lieu of or substitution for real
<br />estate taxes, and (ii) any assessment for public improvements or benefits which is assessed,
<br />levied, or imposed upon or which becomes due and payable and a lien upon (a) the Property or
<br />any part thereof or any personal property, equipment or other facility used in the operation
<br />thereof, (b) the rent or income received by Tenant from subtenants or licensees, (c) any use or
<br />occupancy of the Property or part thereof, or (d) this transaction or, subject to the exclusions
<br />specified below, any document to which Tenant is a party creating or transferring an estate or
<br />interest in the Property or part thereof. All of the foregoing are hereinafter referred to as
<br />"Impositions. "
<br />
<br />4.1.1 Exclusions. Impositions specifically shall exclude (i) any income,
<br />franchise, gross receipts, estate, inheritance, transfer or gift tax imposed on Landlord, and (ii)
<br />any transfer tax imposed on any document to which Landlord is a party creating or transferring
<br />an estate or interest in the Property.
<br />
<br />4.1.2 Installments. If, by law, any such Imposition is payable, or may at the
<br />option ofthe taxpayer be paid, in installments (whether or not interest shall accrue on the unpaid
<br />balance of such Imposition), Tenant may pay the same together with any accrued interest on the
<br />unpaid balance of such Imposition in installments as the same respectively become due and
<br />before any fine or penalty may be added thereto for the nonpaYment of any such installment and
<br />
<br />833368-4
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