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and operating the Enterprise, as determined in accordance with Generally Accepted Accounting Principles, including but not limited to (a) the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the Enterprise in good repair and working order, (b) the cost of wholesale water purchases from the San .Francisco Public Utilities Commission and any surcharges related thereto, and (c) administrative costs of the City attributable to the Enterprise and the financing thereof; Maintenance and Operation Costs exclude (x)depreciation, replacement and obsolescence charges or reserves therefore, (y)in any Fiscal Year prior to setting aside an amount equal to the Installment Payments for such Fiscal Year, capital expenditures other than as set forth in subsection (a) above, and (z)amortization of intangibles or other bookkeeping entries or a similar nature. "Maximum Annual Debt Service" means, as of the date of any calculation, the maximum sum obtained for the current or any future Bond Year so long as any of the Bonds remain Outstanding by totaling the following amounts for such Bond Year: (a) the principal amount of the Bonds and Parity Obligations coming due and payable by their terms in such Bond Year, including the principal amount of any term Bonds and term Parity Obligations which are subject to mandatory sinking fund redemption in such Bond Year; and , (b) the amount of interest which would be due during such Bond Year on the aggregate principal amount of the Bonds and Parity Obligations which would be Outstanding in such Bond Year if such Bonds and Parity Obligations are retired as saheduled. "Net Proceeds" means, when used with respect to any insurance or condemnation award, the proceeds from such insurance or condemnation award remaining after payment of all reasonable expenses(including attorneys' fees)incurred in the collection of such proceeds. "Net Revenues" means, for any period, all of the Gross Revenues during such period less all of the Maintenance and Operation Costs during such period. "Outstanding"shall have the same meaning set as forth in the Indenture. "Parity Obligations" means the 2006 Installment Purchase Contract, the 2007 Installment Purchase Contract and all bonds,notes, loan agreements,installment sale agreements, leases or other obligations of the City,payable from and secured by a pledge of and lien upon any of the Net Revenues incurred on a parity with the payment of the Installment Payments pursuant to Section 4.03. "Project"means the capital facilities described under in Exhibit A hereto. "Rate Stabilization Fund"means the Rate Stabilization Fund of the City. "Reserve Requirement"shall have the meaning provided in the Indenture. "Revenue Fund" means the "Water Utility Fund" currently maintained by the City,or such other fund of the City into which it deposits Gross Revenues. 5 338529_I.DOC