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(iv) deposits into required reserves; (v) all other actual, reasonable cash operating costs and expenses, cilculated, on all annual basis, that ire directly attributable to roatitig4ig and operating, the Pmperty, hictuding, without Hiniting the gencrality of the foregoing, the fallowing; costs and expenses for real and personal property taxes, special assessments or similar charges; water, fuel, electricity and other utilities; lieuting, ventilation and air condidonitig expenses; labor; supplies: tools; equipment; insurance; advertising and marketing; accounting and legal fcos; brokerage commissions and other leasing experisos; reasonable reserves for all anticipated expenses as approved by the City; and other such items constituting alteration, main(enatice and repair costs actually paid by the Borrower, subject to the following conditions: (a) Depreciation and amortization expenses Shall not he comidered Operating Expenses, except as otherwise provided lit',rein. (b) Any expenses, aompcn&ation or fees paid to any affiliate of Borrower shall only be included as Dpvratiug Expenses to the extent they are not in excess of the reasonable expenses, compensation or fees which would be payable to unrelated third parties in arms- length transactions for sfirtilar sera ices in (lie Santa Ana, California area. (Vii) Ally other expenses riccessary to snout senior lender requirements and rcquirements or Borrower's limited partner, or its assignee, as w forth in Boi-rower's Agreement of Limited Partnership (the -Partnership Agreement"), "RtMiert all nicatt that property located at 111 5 N. Harbor Boulevard, Santa Ara, California. A," shall "Relinatioinz" shall mcan clu t singing the then existing financing on the Property by, without linu'Lation, modifying the interest rate aud/or the tent 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 Loin, except for the payoff of the conventional lender's acquisition [Dan for the Property. "ROitianoineProcood " shell tic disbursed as set torch h-tSoction 6 hereof. "Residual Receipts" shall mean the Gross Reventics from the Property for each year, less deductions for Operating Fxpenscs front the saine building, applicable to each such year to the event not already deducted as an Operating fixpense. "Sale" shall mean tiny transfer, assignment, or conveyance or lease of [he Property or any fortiori thereof, or any interest therein by the Borro%ver, and includes any transfer, assignment or Sale of any, partnership interest in the Borrower by an individual or entity which is a general or limited pirtxicr in the Borrower, or any interest by any individual or entity which holds an interest in any such general or limited partner in the Borrower, t iehich brings the cumulative total of ill such direct and indirect transfers, assignuient€ and sales during thc term of this Note to more than thO-}'-fivc pereent (35%) of the Ownership interests in the Borrower, and any such transfer, assignment or Rule of direct Or Indireet partaeNbip interest (.hereafter. Sale inctUdesa sale in condeirination, Or Linder threat thereoL Sale does not include dedications and grants of caqtauents to public and private utility companies of the kind customary in real estate development, Notwithstanding anything to the contrary contained heroin, a "Salt" shall not include any transaction not considered a "transfer' under Section 13. [ 0705 N 189 3841 pqpl�' go