Agmt 2009 Alameda Housing Associates LP

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1.2.3 "Annual Operating Expenses" shall mean for each calendar year during term hereof, the fallowing costs reasonably and actually incurred for the operation and maintenance of the Project to the extent that they are consistent with an annual independent audit performed by a certified public accountant using generally accepted accounting principles: Ground Lease payments; property taxes and assessments; debt service currently due and payable on anon-optional basis (excluding debt service due from residual receipts or surplus cash of the Project) on Approved Senior Financing and such other loans approved by the Agency and which are secured by deeds of trust senior in priority to the Deed of Trust (collectively, "Approved Senior Loans"); property management fees and reimbursements in amounts in accordance with industry standards for similar residential projects; premiums for property damage, liability and other insurance related to the Project; utility service costs not paid for directly or indirectly by tenants; maintenance and repair costs; fees for licenses and permits related to the operation of the Project; organizational costs (e.g., annual franchise tax payments) and costs associated with accounting, tax preparation and legal fees of Borrower incurred in the ordinary course of business; expenses for security services; advertising and marketing costs; payment of deductibles in connection with insurance claims not paid from reserves; tenant services; the amount of uninsured losses actually replaced, repaired or restored and not paid from reserves; cash deposits into reserves for capital replacements in an amount no more than $600 per unit per year or such greater amount as reasonably required by the holder of an Approved Senior Loan or as required by a physical needs assessment prepared by a third-party selected or approved by Agency and prepared at Borrower's expense; partnership management fees payable to the general partner of Borrower in the maximum aggregate sum of $25,000 per year; an asset management fee not to exceed $5,000 per year increasing by three and one half percent (3.5%) per year, payable to the investor limited partner of Borrower only during the first fifteen (15) years following issuance of a final certificate of occupancy for the Project; an annual bond issuer fee (if required to be paid by Borrower in connection with the financing of the Project); any previously unpaid portion of the developer fee (without interest) due in accordance with the Financing Plan (provided that the cumulative amount of such fee does not exceed the maximum allowable by the California Tax Credit Allocation Committee (the "Approved Developer Fee"); cash deposits into operating reserves in an amount reasonably approved by Agency or required by the holder of an Approved Senior Loan, but only if the accumulated operating reserve does not exceed six (6) months' projected Project operating expenses; other reserve account deposits required pursuant to Approved Senior Financing; and other ordinary and reasonable operating expenses. Payments to Borrower, its partners or affiliates in excess of the limitations set forth in this Section shall not be counted toward Annual Operating Expenses for the purpose of calculating Surplus Cash. 1.2.4 EXCLUSIONS FROM ANNUAL OPERATING EXPENSES. Annual Operating Expenses shall exclude the following: developer fees and interest on any deferred developer fees (except as permitted pursuant to Section 1.2.3); contributions to Project reserves (except as permitted pursuant to Section 1.2.3); debt service payments on .any loan which is not an Approved Senior Loan, including without limitation, unsecured loans or loans secured by deeds of trust which are subordinate to the Deed ll R0323-G