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advances. 1.2.3 "Annual Operating Expenses" shall mean for each calendar year during term hereof, the following 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: property taxes and assessments; debt service currently due and payable on a non - optional basis (excluding debt service due from residual receipts or surplus cash of the Project) on loans which have been approved by the City and which are secured by deeds of trust senior in priority to the Deed of Trust ( "Approved Senior Loans ") including without limitation that certain loan in the original principal amount of $2,825,000 secured by a Deed of Trust recorded in the Official Records of Alameda County on March 4, 2005 as Instrument No. 2005086706, which has been assumed by Borrower and which is payable to the California Housing Finance Agency; property management fees and reimbursements in amounts in accordance with industry standards for similar residential projects; premiums for property damage and liability 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 required for 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 casualty 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 $500 per unit per year, increasing by 3.5% 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 City and prepared at Borrower's expense; cash deposits into operating reserves in an amount reasonably approved by City or required by the holder of an Approved Senior Loan, but only if the accumulated operating reserve does not exceed four (4) months' projected Project operating expenses; 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; contributions to Project operating reserves (except as permitted pursuant to Section 1.2.3 except as expressly provided herein, 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 of Trust; depreciation, amortization, depletion and other non -cash expenses; expenses paid for with disbursements from any reserve account; distributions to partners (except as permitted pursuant to Section 1.2.3 any amount paid to Borrower, any general partner of Borrower, or any entity controlled by the persons or entities in control of Borrower or any general partner of Borrower (except as permitted pursuant to Section 1.2.3 Notwithstanding the foregoing limitation regarding payments to Borrower and related parties, the following fees shall be included in Annual Operating Expenses in accordance with and subject to the limitations set forth in Section 1.2.3 above even if paid to an affiliate of Borrower or a partner of Borrower: fees paid to a property management agent, resident services agent or social services agent, and subject to Section 1.2.5 repayment of cash advances by 1762578.1