Unless otherwise noted in your Promissory Note, all cash and cash equivalents (i.e., any items that can be immediately converted to cash without substantial discount or reduction) received by the Borrower, or paid or credited during a calendar year for the account or benefit of the Borrower, including any of the Borrower's agents, employees, or affiliates (excluding amounts paid by the Borrower or its affiliates for goods or services provided), from all sources, are attributable to the ownership, operation, use, leasing, or occupancy of the Property or from any license, franchise, or other agreement (written or oral) allowing any person to occupy or use any part of the Property. This includes all rents, tenant payments for utilities and taxes, refunds or reimbursements of payments made by the Borrower in the current or prior years, amounts of tenant deposits applied for the benefit of the Borrower or to satisfy tenant obligations, receipts from laundry and vending machines, amounts recovered from judgments or settlements, and any kind of subsidy payments.

However, this does not include proceeds from a capital contribution or loan to the Borrower, nor the amount of any tenant deposit posted with the Borrower, except as stated above. Additionally, it does not include proceeds realized from the sale, exchange, casualty loss, condemnation, or disposition of the Property or a substantial part thereof, or from refinancing of indebtedness secured by the Property, except to the extent that insurance proceeds reimburse Operating Expenses.

Unless otherwise noted in your Promissory Note, the sum of:

• All Operating Expenses (actual payments by Borrower in a calendar year for reasonable property operation costs, including wages, administrative costs, decorations, janitorial services, utilities, marketing, insurance, audit, legal, security, landscaping, pest control, and taxes (excluding income taxes). It excludes management fees, company management fees, and amounts paid to Sponsor or related affiliates.
• All Scheduled Debt Service Payments, excluding prepayments, acceleration payments, any modifications not approved by the Lender, or amounts from refinancing proceeds.
• An off-site property management fee not exceeding 8% of Gross Receipts, plus an annual asset management fee to a non-related approved party if Borrower is a [limited liability limited partnership/limited liability company].
• All contributions by the Borrower required by the Loan Agreement or approved by the Lender for the Replacement Reserve or Operating Reserve.

Unless otherwise noted in your Promissory Note, “Net Cash Flow” means

• Gross Receipts,
• Plus all amounts withdrawn or expended from the Operating Reserve account established under the Loan Agreement during the calendar year, plus any amounts withdrawn or expended from the Replacement Reserve account during the calendar year that are not applied during such year to the purposes for which the Replacement Reserve account is established under the Loan Agreement (whether or not such withdrawals or expenditures are permitted by the terms of the Loan Documents or are consented to by Lender),
• Plus any amounts withdrawn or expended during the calendar year from any other reserve account
• Less the sums to the extent paid (or deposited, as applicable) in cash during such calendar year of:
• All Operating Expenses
• All Scheduled Debt Service Payments
• An Off-Site Property Management Fee
• All Deposits into the Replacement & Operating Reserve Accounts   

Fifty percent (50%) of the Net Cash Flow (unless otherwise noted in Promissory Note) of the Borrower for the most recent calendar year preceding the Payment Date is to be considered. The Borrower shall have the Net Cash Flow for any year certified by an outside auditor, who must be retained to audit the annual financial statements required by the Loan Documents. This certification must be provided without reservation, except for what is typically included in an unqualified auditor’s opinion on financial statements. The certified Net Cash Flow will be reported as part of the financial statements delivered to the Lender on or before June 30 of the following year.

If the Net Cash Flow for any year is zero (0) or less, no annual payment will be required under this section in the following year. The failure or inability to obtain a timely auditor’s certification of the Net Cash Flow in any year will not excuse or defer the Borrower’s obligation to make the required payment based on the Net Cash Flow from the prior year. Additionally, if the Borrower fails to provide such a certification after receiving notice and having the opportunity to address the issue as outlined in Section 4.6 of the Loan Agreement, this will be considered an Event of Default.