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ATTACHMENT 1 operating expenses approved in writing by the City and not listed above. Annual Operating Costs shall not include the following: depreciation, amortization, depletion or other non- cash expenses; and any amount expended from a reserve account. (iii) "Asset Management Fee" shall mean the annual asset management fee paid to BRIDGE in the amount of Twenty Five Thousand Dollars ($25,000) (increased by three percent (3%) annually). (iv) "City Loan Payment" shall mean the annual interest only payment that is due on the Loan from the City paid from Surplus Cash pursuant to Section 2.3(b). Subject to Section 2.3(b)(ii)(2) below, the annual interest only payment shall be equal to ten percent (10%) per annum on the principal amount of the City Loan then outstanding. The Loan may be forgiven at the end of the Term in accordance with Section 2.3 (c), below. (v) "Conversion Date" shall mean October 1, 2010, the date the Certificates of Participation were purchased by Citibank and converted to 30 year amortizing debt. (vi) "Development Period" shall mean the period during which the Project was constructed and leased, which is the period from October 1, 2005 to the Conversion Date, as defined above. (vii) "Development Period Surplus" shall mean all sources of financing available during the Development Period, including any Surplus Cash generated during the Development Period, LESS the sum of the following: all capital expenditures made to complete the development of the Project (as determined by an audit of those costs), the $400,000 used to capitalize the reserve fund, and the $1,050,250 used to pay down the principal of the HELP Loan pursuant to the HELP Loan Amended and Restated Promissory Note. (viii)"Gross Revenue" with respect to a particular fiscal year shall mean all revenue, income, receipts, and other consideration actually received from operation and leasing of the Project. Gross Revenue shall include, but not be limited to: all rents, fees and charges paid by tenants, Section 8 payments or other rental subsidy payments received for the dwelling units, deposits forfeited by tenants, net proceeds from vending and laundry room machines; the proceeds of business interruption or similar insurance and not paid to Senior Lenders; the proceeds of casualty insurance not used to rebuild or repair the Project and not paid to Senior Lenders; and condemnation awards for a taking of part or all of the Project for a temporary period not paid to Senior Lenders. Gross Revenue shall not include tenants' security deposits, loan proceeds, capital contributions or similar advances. (ix) "HELP Loan Amended and Restated Promissory Note" shall mean that certain First Amended and Restated HELP Promissory Note (Pleasanton Assisted Living) dated January 18, 2011. 144\105\1089664.2