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(i) In the case of a Sale, reasonable brokerage commissions payable to a broker <br />as a result of the Sale, which shall not in any event exceed the customary amount charged-for similar <br />transactions in the immediate market place, costs of title insurance premiums, documentary stamp <br />taxes, escrow fees, recording charges, loan repayment charges and other costs reasonably incurred <br />with respect to the Property, in each case actually paid by Borrower as a condition of the Sale. <br />(ii) In the case of a Refinancing, the reasonable and necessary costs of <br />completing such Refinancing, including, without limitation, loan fees, loan repayment charges, costs <br />of title insurance premiums, escrow fees, recording fees and attorneys' fees. <br />"Gross Revenues" shall mean all revenues and receipts of every kind actually received by <br />Borrower from operating the Property, and all parts thereof, including, but not limited to, income <br />from both cash and credit transactions, rental from leased and/or subleased spaces and parking fees <br />and charges (but not including security deposits and other tenant deposits, except to the extent such <br />deposits are forfeited to the Borrower under the tenant's lease). Gross Revenues also includes any <br />casualty insurance proceeds in excess of those used to restore the Property and any rental interruption <br />insurance proceeds. Any credit consideration shall be included in Gross Revenues at the time cash <br />proceeds (principal, interest and/or other) are received. Borrower shall establish and maintain <br />accounts for the Gross Revenues (the "`Project Accounts") that are segregated from revenues and <br />income received by Borrower from all other projects. Gross Revenues shall also include all interest <br />earned on the Project Accounts. Gross Revenues shall not include loan proceeds or capital <br />contributions. <br />"Operating Expenses" shall mean the sum of the following: <br />(i) scheduled payments of principal and interest and all other charges relating to <br />the Senior Loan(s); <br />(ii) all other actual, reasonable cash operating costs and expenses, calculated on <br />an annual basis, that are directly attributable to managing and operating the Property, including, <br />without limiting the generality of the foregoing, the following: costs and expenses for real and <br />personal property taxes, special assessments or similar charges; water, fuel, electricity and other <br />utilities; heating, ventilation and air conditioning expenses; labor; supplies; tools; equipment; <br />insurance; advertising and marketing; accounting and legal fees; brokerage commissions and other <br />leasing expenses; reasonable reserves for all anticipated expenses as approved by the Agency; and <br />other such items constituting operation, maintenance and repair costs actually paid by the Borrower, <br />subject to the following conditions: <br />(a) Depreciation and amortization expenses shall not be considered <br />Operating Expenses, except as otherwise provided herein. <br />(b) Any expenses, compensation or fees paid to any affiliate of Borrower <br />shall only be included as Operating Expenses to the extent they are not in excess of the reasonable <br />expenses, compensation or fees which would be payable to unrelated third parties in arms-length <br />transactions for similar services in the Santa Ana, California area. <br />(iii) a management fee equal to $55 per unit a month (increasing by CPI): <br />(iv) deposits into required reserves <br />F-2 <br />DOC S OC/ 1475221 v5/200272-0004 <br />