TINY TIM LP (C/O COMMUNITY DEVELOPMENT PARTNERS)

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(vi) all other actual, reasonable cash operating costs and expenses, calculated on an annual basis, that are directly attributable to managing and operating the Property, including, without limiting the generality of the foregoing, the following: costs and expenses for real and personal property taxes, special assessments or similar charges; water, fuel, electricity and other utilities; heating, ventilation and air conditioning expenses; labor; supplies; tools; equipment; insurance; advertising and marketing; accounting and legal fees; brokerage commissions and other leasing expenses; reasonable reserves for all anticipated expenses as approved by the City; and other such items constituting operation, maintenance and repair costs actually paid by the Borrower, subject to the following conditions: (a) Depreciation and amortization expenses shall not be considered Operating Expenses, except as otherwise provided herein; and, (b) Any expenses, compensation or fees paid to any affiliate of Borrower, excluding those payable under (iii), shall only be included as Operating Expenses to the extent they are not in excess of the reasonable expenses, compensation or fees that would be payable to unrelated third parties in arms -length transactions for similar services in the Orange County, California area; (vii) Any other expenses necessary to meet Senior Lender requirements, and requirements of the Investor Limited Partner, or its assignee, as set forth in Borrower's Amended and Restated Agreement of Limited Partnership dated as of May 1, 2019, as may be amended (the "Partnership Agreement"). "Pro je shall mean that property located at 2223 West Fifth Street, Santa Ana, California. "Refinancing" shall mean changing the then existing financing on the Property by, without limitation, modifying the interest rate and/or the term of the existing Senior Loan, increasing or reducing the amount of the existing Senior Loan, paying off the existing Senior Loan and obtaining new Senior Loan, except for the payoff of the construction loan and its replacement with permanent financing as contemplated by that [Citi Commitment with Freddie Mac dated as of _ _, 2019] and except for the payoff' of the conventional lender's acquisition loan for the Property. "Refinancing Proceeds" shall be disbursed as set forth in section 6 hereof. "Residual Receipts" shall mean the Gross Revenues from the Property for each year, less deductions for Operating Expenses from the same Property, applicable to each such year to the extent not previously deducted as an Operating Expense. "Sale" shall mean any transfer, assignment, conveyance or lease of the Property, or any portion thereof, or any interest therein by the Borrower. Sale includes a sale in condemnation or 4