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utility service costs not paid for directly or indirectly by tenants; maintenance and repair costs; fees <br />for licenses and permits required for the operation of the Project; organizational costs (e.g., annual <br />franchise tax payments) and costs associated with accounting, tax preparation and legal fees of <br />Borrower incurred in the ordinary course of business; expenses for security services; advertising and <br />marketing costs; payment of deductibles in connection with insurance claims not paid from reserves; <br />tenant services; the amount of uninsured losses actually replaced, repaired or restored and not paid <br />from reserves; cash deposits into an operating expense reserve in such amount reasonably approved <br />by City or required by the holder of an Approved Senior Loan, but only if the accumulated operating <br />reserve does not exceed six (6) months' projected Project operating expenses, reasonable commercial <br />and retail reserves if required by the holder of an Approved Senior Loan, other reserve account <br />deposits required pursuant to Approved Senior Loans, cash deposits into reserves for capital <br />replacements in an amount no more than $600 per residential unit per year or such greater amount as <br />reasonably required by the holder of an Approved Senior Loan or Borrower's investor limited partner <br />or as required by a physical needs assessment prepared by a third -party selected or approved by City <br />and prepared at Borrower's expense; an annual bond issuer fee (if required to be paid by Borrower in <br />connection with the financing of the Project), and other ordinary and reasonable operating expenses. <br />Payments to Borrower, its partners or affiliates in excess of the limitations set forth in this Section <br />shall not be counted toward Annual Operating Expenses for the purpose of calculating Surplus Cash. <br />1.2.4 Exclusions From Annual Operating Expenses. Annual Operating Expenses <br />shall exclude the following: developer fees and interest on any deferred developer fees (except as <br />permitted pursuant to Section 1.2.3); contributions to Project operating reserves (except as permitted <br />pursuant to Section 1.2.3); debt service payments on any loan which is not an Approved Senior <br />Loan, including without limitation, unsecured loans or loans secured by deeds of trust which are <br />subordinate to the Deed of Trust (unless the City agrees otherwise in writing); depreciation, <br />amortization, depletion and other non-cash expenses; expenses paid for with disbursements from any <br />reserve account; (except as permitted pursuant to Section 1.2.3); any amount paid to Borrower, any <br />general partner of Borrower, or any entity controlled by the persons or entities in control of <br />Borrower or any general partner of Borrower. Notwithstanding the foregoing limitation regarding <br />payments to Borrower and related parties, the following fees shall be included in Annual Operating <br />Expenses, subject to applicable limitations set forth in Section 1.2.3 above, even if paid to Borrower, <br />an affiliate of Borrower, or a partner of Borrower: fees paid to a property management agent, <br />resident services agent, or social services agent; partnership management fees, developer fees, asset <br />management fees, and subject to Section 1.2.5, repayment of cash advances by Borrower or its <br />partners to cover Project operating expense deficits or emergency cash needs of the Project or to <br />cover other expenses permitted pursuant to Section 1.2.3. <br />1.3 Use of Reserves. Borrower shall fund Project operating expense and replacement <br />reserves in the amounts set forth in Section 1.2.3. Draws from such reserves shall be used only for <br />the purposes for which such reserves were established. Draws from replacement reserves shall be <br />used only for capital improvements to the Project and shall be subject to City approval. <br />1.4 Term of Agreement. The term of this Agreement shall commence upon the date of <br />execution hereof, and this Agreement will remain in full force and effect through and including the <br />date which is fifty-five (55) years following the date of recordation of the Regulatory Agreement, <br />unless terminated earlier pursuant to the terms of this Agreement. The Developer may also terminate <br />2220130.1 Page 4 <br />