10A Action 2012 0716 - Laserfiche WebLink

Home

selected or approved by City and prepared at Borrower's expense; partnership management fees payable to the general partner of Borrower and an asset management fee payable to the investor limited partner of Borrower, each payable only during the first O years following issuance of a final certificate of occupancy for the Project, and jointly payable in the maximum aggregate sum of Dollars ($ ) per year; any previously unpaid portion of the developer fee (without interest) (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 "); 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 operating 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 of Trust; depreciation, amortization, depletion and other non -cash expenses; expenses paid for with disbursements from any reserve account; distributions to partners; 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. Notwithstanding the foregoing limitation regarding payments to Borrower and related parties, the following fees shall be included in Annual Operating Expenses, subject to applicable limitations set forth in Section 1.2.3 above, even if paid to Borrower, an affiliate of Borrower, or a partner of Borrower: fees paid to a property management agent, resident services agent, or social services agent; partnership management fees, developer fees, asset management fees, and subject to Section 1.2.5 repayment of cash advances by Borrower or its partners to cover Project operating expense deficits or emergency cash needs of the Project. 1.2.5 Adjustment to Operating Expenses Notwithstanding anything to the contrary set forth herein, for the purpose of calculating Surplus Cash, Annual Operating Expenses shall include: (a) the repayment of operating deficit loans provided by Borrower's limited partner(s) provided however, interest payable on such loans may be included in Annual Operating Expenses only in an amount equivalent to the lesser of (i) interest accrued at the actual interest rate charged for the loan, or (ii) interest accrued at a rate equal to three percent (3 %) in excess of the rate of interest most recently announced by Bank of America, N.A. (or its successor bank) at its San Francisco office as its "prime rate ", and (b) the amount of any tax credit adjustor that is required to be paid from Project cash flow. 1.3 Use of Reserves Borrower shall fund Project operating expense and replacement reserves in the amounts set forth in Section 1.2.3 Draws from such reserves shall be used only for the purposes for which such reserves were established. Draws from replacement reserves shall be used only for capital improvements to the Project and shall be subject to City approval. 1.4 Term of Agreement The term of this Agreement shall commence upon the date the Regulatory Agreement is recorded in the Official Records of Alameda County, and this Agreement will remain in full force and effect through and including the date which is twenty 1908324.5