Common use of Expenses of the Partnership Clause in Contracts

Expenses of the Partnership. The General Partner is entitled to reimbursement by the Partnership only from the assets of the Partnership for all reasonable out-of-pocket costs and expenses (inclusive of applicable taxes) that are incurred by the General Partner on behalf of the Partnership in the ordinary course of business or other costs and expenses incidental to acting as general partner so long as the General Partner is not in default of its obligations hereunder. Such costs and expenses shall include reimbursement for any overhead costs or costs of personnel of the General Partner and its affiliated companies (other than the Advisor) which provide time and services to the Partnership. It is expected that these reimbursable costs and expenses will include, without limitation: (a) newswire, mailing, printing and other expenses for press releases incurred in connection with the Partnership’s continuous disclosure obligations; (b) the Partnership’s share of the costs of providing, operating and staffing business offices and providing administrative, management and accounting services, determined by the General Partner acting reasonably and in good faith; (c) fees and disbursements payable to CDS or the Registrar and Transfer Agent for performing certain financial, record-keeping, reporting and general administrative services; (d) fees and disbursement payable to the Auditors, legal advisors and other specialized consultants or professional service providers of the Partnership; (e) taxes, other than income taxes, related to such costs and expenses and any regulatory filing fees; (f) any reasonable out-of-pocket expenses incurred by the General Partner or its agents in connection with their ongoing obligations to the Partnership, including travelling, sales and marketing expenses; (g) expenses relating to meetings of the Limited Partners; (h) the fees payable to the Board of Directors of the General Partner, and the costs of obtaining and keeping in force directors and officers liability insurance coverage, in such amounts as the Board of Directors of the General Partner may determine to be reasonable from time to time, for the directors and officers of the General Partner; (i) any out-of-pocket expenditures which the General Partner may incur in connection with evaluating development opportunities for Buildings and other investments and acquiring and developing properties; and (j) any expenditures which may be incurred in connection with the dissolution of the Partnership and implementation of a Final Sale.

Expenses of the Partnership. The General Partner is entitled to reimbursement Routine, normal operating expenses exclude (and, accordingly, expenses which shall be paid by the Partnership only from and not the assets General Partner or Management Company), without limitation, Organizational Expenses (to the extent permitted under Section 9.1 of this Agreement), Management Fees, liquidation expenses of the Partnership for all Partnership; any sales or other taxes which may be assessed against the Partnership; the costs and out-of- pocket expenses, including, without limitation (but subject to Section 9.1 of this Agreement), reasonable travel and out-of-pocket costs and expenses (inclusive of applicable taxes) that are incurred by the General Partner on behalf of the Partnership in the ordinary course of business or other costs and expenses incidental to acting as general partner so long as the General Partner is not in default of its obligations hereunder. Such costs and expenses shall include reimbursement for any overhead costs or costs of personnel of the General Partner and its affiliated companies (other than the Advisor) which provide time and services travel related expenses, commissions, placement fees relating to the Partnership. It is expected that these reimbursable costs and expenses will includeAssets, without limitation: (a) newswirebrokerage fees, mailinginvestment banking fees or similar charges, printing and other expenses for press releases incurred in connection with the Partnership’s continuous disclosure obligations; (b) the Partnership’s share investigation, identification, evaluation, holding, purchase or sale of the costs of providingAssets, operating and staffing business offices and providing administrative, management and accounting services, determined by the General Partner acting reasonably and in good faith; (c) fees and disbursements payable whether or not any such purchase or sale is consummated; debt service attributable to CDS or the Registrar and Transfer Agent for performing certain financial, record-keeping, reporting and general administrative services; (d) fees and disbursement payable to the Auditors, legal advisors and other specialized consultants or professional service providers of the Partnership; (e) taxes, other than income taxes, related to such costs and expenses and any regulatory filing fees; (f) any reasonable borrowed money; all out-of-pocket expenses incurred by relating to litigation and threatened litigation involving the General Partner or its agents in connection with their ongoing obligations Partnership, including indemnification expenses permitted pursuant to Section 10.1 of this Agreement; expenses attributable to normal and extraordinary investment banking, accounting, appraisal, third party valuation, third party legal, custodial, and registration services provided to the Partnership, including travellingservices with respect to the proposed purchase or sale of Assets by the Partnership (whether or not any such purchase or sale is consummated); costs and out-of-pocket expenses associated with financial research and market analysis, sales due diligence and marketing expenses; underwriting including third-party consultants and subscriptions; the costs of risk management services and appropriate insurance coverage for the Partnership including, without limitation, premiums for liability insurance to protect the Partnership, the General Partner, the Management Company and the partners, members and Affiliates of the General Partner and the Management Company in connection with the performance of Partnership activities; third-party fund administration expenses (gincluding accounting, reporting (including investor reporting) and expenses associated with Partner distributions and capital calls); interest and taxes related to the purchase, holding or sale by the Partnership of any Asset; costs incurred in registering (or obtaining exemptions from registration for) securities owned by the Partnership with the Securities and Exchange Commission, and any securities exchange or any other similar authority; costs incurred in qualifying and maintaining qualifications of such securities under applicable state “Blue Sky” laws, other costs of acquisition, disposition and holding of Assets; fees or other expenses incurred in connection with the investigation, prosecution or defense of any claims by or against any governmental authority, agency or body, which fees and expenses are subject to indemnification pursuant to Section 10.1 of this Agreement; reports to governmental authorities; the preparation of annual audits of the Partnership and other reports to the Limited Partners (including any internal printing and copying costs of the Management Company and its Affiliates incurred in preparing such reports); out-of-pocket expenses relating to meetings of the Limited Partners; (h) , Executive Board and Advisory Committee; and all other expenses properly chargeable to the activities of the Partnership, including fees payable to the Board of Directors of the General Partner, and the costs of obtaining and keeping in force directors and officers liability insurance coverage, in such amounts as the Board of Directors of the General Partner may determine to be reasonable from time to time, for the directors and officers of the General Partner; (i) any out-of-pocket expenditures which the General Partner may incur in connection with evaluating development opportunities for Buildings and other investments and acquiring and developing properties; and (j) any expenditures which may be incurred third parties in connection with the dissolution selection, identification, analysis or evaluation and holding of prospective or consummated investments of the Partnership. All expenses chargeable to both the Partnership and one or more Parallel Funds shall be allocated among the Partnership and such Parallel Funds (x) for general expenses, in proportion to the relative aggregate Commitments of the Partners and the commitments of the partners of such Parallel Fund or Parallel Funds, (y) for Asset-related expenses, in proportion to the investment that each of the Partnership and implementation each such Parallel Fund has made in the Asset or (z) on any other basis determined by the General Partner with the consent of a Final Salethe Executive Board. Notwithstanding the foregoing, all UBTI Structuring Costs shall be borne solely by the Capital Fund.

Expenses of the Partnership. The General Partner is entitled to reimbursement by Partnership or the Partnership only from Managed Entities will bear (or reimburse the assets of the Partnership for Manager or its designees with respect to) all reasonable out-of-pocket costs and expenses (inclusive of applicable taxes) that are incurred by the Managed Entities, and the Manager and the General Partner on behalf or their Affiliates relating to the operation of the Partnership Managed Entities as provided in the ordinary course of business or other costs Limited Partnership Agreement and expenses incidental to acting as general partner so long as the General Partner is elsewhere in this Agreement, including, but not in default of its obligations hereunder. Such costs and expenses shall include reimbursement for any overhead costs or costs of personnel of the General Partner and its affiliated companies (other than the Advisor) which provide time and services to the Partnership. It is expected that these reimbursable costs and expenses will include, without limitationlimited to: (a) newswireCosts of legal, mailingtax, accounting, consulting, auditing, administrative, compliance, marketing, investor relations and other similar services rendered for the Managed Entities or the General Partner, including such services rendered by providers retained by the Manager, an Affiliate of the Manager or the Partnership, or any officers or employees thereof, in amounts in the case of Affiliates which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. (b) Costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors. (c) Costs of maintaining or determining compliance with all federal, state and local rules and regulations or any other regulatory agency. (d) Director and officer liability insurance premiums and the cost of any “errors and omissions” or similar insurance that any Managed Entity requires the Manager or its Affiliates to maintain for benefit of a Managed Entity in connection with the services rendered under this Agreement. (e) Other fees payable to third party administrators and service providers. (f) Expenses connected with communications to holders of securities of the Managed Entities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Partnership to any transfer agent and registrar in connection with the listing and/or trading of the Partnership’s units on any exchange, the fees payable by the Partnership to any such exchange in connection with its listing, costs of preparing, printing and other expenses for press releases mailing the Partnership’s annual report to the holders of its limited partnership interests and proxy materials with respect to any meeting of the interest holders of the Partnership, including such services as rendered by providers retained by the Manager, an Affiliate of the Manager or a company affiliated with the Partnership, or any officers or employees thereof, in amounts which as to Affiliates are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. (g) Litigation expenses, including professional and consulting fees incurred in connection with managing the Partnership’s continuous disclosure obligations;business of the Managed Entities and General Partner. (bh) the Partnership’s share Expenses incurred by managers, officers, employees and agents of the costs Manager or its Affiliates for travel on behalf of providing, operating and staffing business offices and providing administrative, management and accounting services, determined by the General Partner acting reasonably and in good faith; (c) fees and disbursements payable to CDS or the Registrar and Transfer Agent for performing certain financial, record-keeping, reporting and general administrative services; (d) fees and disbursement payable to the Auditors, legal advisors Managed Entities and other specialized consultants or professional service providers of the Partnership; (e) taxes, other than income taxes, related to such costs and expenses and any regulatory filing fees; (f) any reasonable out-of-pocket expenses incurred by managers, officers, employees and agents of the General Partner Manager or its agents in connection with their ongoing obligations to the Partnership, including travelling, sales and marketing expenses; (g) expenses relating to meetings of the Limited Partners; (h) the fees payable to the Board of Directors of the General Partner, and the costs of obtaining and keeping in force directors and officers liability insurance coverage, in such amounts as the Board of Directors of the General Partner may determine to be reasonable from time to time, for the directors and officers of the General Partner;Affiliates. (i) any out-of-pocket expenditures which All other expenses actually incurred by the Manager and the General Partner may incur in connection with evaluating development opportunities which are reasonably necessary for Buildings the performance by the Manager of its duties and other investments and acquiring and developing properties; and (j) any expenditures which may be functions under this Agreement. The provisions of this SECTION 10 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. For the dissolution avoidance of doubt, the Partnership expenses payable by the Managed Entities as described in this SECTION 10 are exclusive of, and implementation of a Final Salein addition to, the Management Fee.

Expenses of the Partnership. The General Partner is entitled to reimbursement by Partnership or the Partnership only from Managed Entities will bear (or reimburse the assets of the Partnership for Manager or its designees with respect to) all reasonable out-of-pocket costs and expenses (inclusive of applicable taxes) that are incurred by the Managed Entities, and the Manager and the General Partner on behalf or their Affiliates relating to the operation of the Partnership Managed Entities as provided in the ordinary course of business or other costs Limited Partnership Agreement and expenses incidental to acting as general partner so long as the General Partner is elsewhere in this Agreement, including, but not in default of its obligations hereunder. Such costs and expenses shall include reimbursement for any overhead costs or costs of personnel of the General Partner and its affiliated companies (other than the Advisor) which provide time and services to the Partnership. It is expected that these reimbursable costs and expenses will include, without limitationlimited to: (a) newswireCosts of legal, mailingtax, accounting, consulting, auditing, administrative, compliance, marketing, investor relations and other similar services rendered for the Managed Entities or the General Partner, including such services rendered by providers retained by the Manager, an Affiliate of the Manager or the Partnership, or any officers or employees thereof, in amounts in the case of Affiliates which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. (b) Costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors. (c) Costs of maintaining or determining compliance with all federal, state and local rules and regulations or any other regulatory agency. (d) Director and officer liability insurance premiums and the cost of any “errors and omissions” or similar insurance that any Managed Entity requires the Manager or its Affiliates to maintain for benefit of a Managed Entity in connection with the services rendered under this Agreement. (e) Other fees payable to third party administrators and service providers. (f) Expenses connected with communications to holders of securities of the Managed Entities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Partnership to any transfer agent and registrar in connection with the listing and/or trading of the Partnership’s units on any exchange, the fees payable by the Partnership to any such exchange in connection with its listing, costs of preparing, printing and other expenses for press releases mailing the Partnership’s annual report to the holders of its limited partnership interests and proxy materials with respect to any meeting of the interest holders of the Partnership, including such services as rendered by providers retained by the Manager, an Affiliate of the Manager or a company affiliated with the Partnership, or any officers or employees thereof, in amounts which as to Affiliates are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. (g) Litigation expenses, including professional and consulting fees incurred in connection with managing the Partnership’s continuous disclosure obligations;business of the Managed Entities and General Partner. (bh) the Partnership’s share Expenses incurred by managers, officers, employees and agents of the costs Manager or its Affiliates for travel on behalf of providing, operating and staffing business offices and providing administrative, management and accounting services, determined by the General Partner acting reasonably and in good faith; (c) fees and disbursements payable to CDS or the Registrar and Transfer Agent for performing certain financial, record-keeping, reporting and general administrative services; (d) fees and disbursement payable to the Auditors, legal advisors Managed Entities and other specialized consultants or professional service providers of the Partnership; (e) taxes, other than income taxes, related to such costs and expenses and any regulatory filing fees; (f) any reasonable out-of-pocket expenses incurred by managers, officers, employees and agents of the General Partner Manager or its agents in connection with their ongoing obligations to the Partnership, including travelling, sales and marketing expenses; (g) expenses relating to meetings of the Limited Partners; (h) the fees payable to the Board of Directors of the General Partner, and the costs of obtaining and keeping in force directors and officers liability insurance coverage, in such amounts as the Board of Directors of the General Partner may determine to be reasonable from time to time, for the directors and officers of the General Partner;Affiliates. (i) any out-of-pocket expenditures which All other expenses actually incurred by the Manager and the General Partner may incur in connection with evaluating development opportunities which are reasonably necessary for Buildings the performance by the Manager of its duties and other investments and acquiring and developing properties; and (j) any expenditures which may be functions under this Agreement. The provisions of this SECTION 11 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination. For the dissolution avoidance of doubt, the Partnership expenses payable by the Managed Entities as described in this SECTION 11 are exclusive of, and implementation of a Final Salein addition to, the Management Fee.

Expenses of the Partnership. The General Partner is entitled to reimbursement by Partnership shall pay all of its expenses and shall reimburse the Partnership only from the assets Manager for documented expenses of the Partnership for Manager incurred on its behalf (collectively, the “Expenses”). Expenses include all reasonable out-of-pocket costs and expenses (inclusive of applicable taxes) that which are incurred by the General Partner on behalf of the Partnership expressly designated elsewhere in the ordinary course of business or other costs and expenses incidental to acting as general partner so long this Agreement as the General Partner is not in default of its obligations hereunder. Such costs and expenses shall include reimbursement for any overhead costs or costs of personnel of Partnership’s, together with the General Partner and its affiliated companies (other than the Advisor) which provide time and services to the Partnership. It is expected that these reimbursable costs and expenses will include, without limitationfollowing: (a) newswire, mailing, printing and other expenses for press releases incurred in connection with the Partnership’s continuous disclosure obligationstransaction costs incident to the acquisition, disposition and financing of Partnership assets; (b) the Partnership’s share such portion of the costs wages and salaries of providing, operating the Manager’s officers and staffing business offices and providing administrative, management and accounting services, determined by the General Partner acting reasonably and in good faith; (c) fees and disbursements payable to CDS or the Registrar and Transfer Agent for performing certain financial, record-keeping, reporting and general administrative services; (d) fees and disbursement payable employees as is directly proportionate to the Auditors, legal advisors amount of working time actually devoted by such officers and other specialized consultants or professional service providers employees to the business and affairs of the Partnership; (ec) taxes, travel and other than income taxes, related to such costs and expenses and any regulatory filing fees; (f) any reasonable out-of-pocket expenses incurred by officers, employees and agents of the General Partner or its agents Manager in connection with their ongoing obligations the purchase, financing, refinancing, operating, sale or other disposition of any Partnership asset; (d) costs of legal, accounting, tax, auditing, administrative and other similar services rendered for the Partnership by providers retained by the Manager or, if provided by the Manager’s employees, the actual expenses incurred but in any event in amounts that are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; (e) the cost of liability insurance to indemnify the General Partner’s directors and officers; (f) compensation and expenses of the Partnership’s custodian and transfer agent, including travelling, sales and marketing expensesif any; (g) expenses relating to meetings costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Limited PartnersPartnership (including commitment fees, legal fees, closing and other costs) or with any securities offerings of the Partnership; (h) the fees payable to the Board of Directors of the General Partner, and the costs of obtaining and keeping in force directors and officers liability insurance coverage, in such amounts as the Board of Directors of the General Partner may determine to be reasonable from time to time, associated with any computer software or hardware that is used for the directors and officers of the General PartnerPartnership; (i) any out-of-pocket expenditures which costs and expenses incurred in contracting with third parties, including affiliates of the General Partner may incur in connection with evaluating development opportunities Manager, for Buildings and other investments and acquiring and developing properties; andthe operation of assets of the Partnership; (j) any expenditures which may be all other costs and expenses relating to the Partnership’s business and operations fees; (k) all insurance costs incurred in connection with the dissolution operation of the Partnership’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its employees; (l) expenses relating to any office or office facilities maintained for the Partnership separate from the office or offices of the Manager; (m) a proportionate allocation of expenses related to any office or office maintained by the Manager and used to conduct the business and affairs of the Partnership; (n) expenses connected with the payments of interest, dividends or distributions in cash or any other form made or caused to be made by the Board of Directors to or on account of the holders of securities of the Partnership or its Subsidiaries; (o) expenses connected with communications to holders of securities of the Partnership or its Subsidiaries and implementation other bookkeeping and clerical work necessary in maintaining relations with holders of a Final Salesuch securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Partnership to any transfer agent and registrar in connection with the listing and/or trading of the Partnership’s units on any exchange, the fees payable by the Partnership to any such exchange in connection with its listing, costs of preparing, printing and mailing the Partnership’s annual report to its unitholders; and (p) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Partnership have no obligation to reimburse the Manager for any expenses incurred by the Manager other than the those set forth in the foregoing paragraphs (a) through (p).

Expenses of the Partnership. (a) The Partnership shall have power to incur and pay out of the Assets or income of the Partnership any expenses necessary or appropriate to carry out any of the purposes of this Agreement, and the business of the Partnership. The Directors may pay themselves such compensation as they in good faith may deem reasonable and may be reimbursed for expenses reasonably incurred by themselves on behalf of the Partnership. (b) The Partnership shall pay, and shall reimburse the General Partner is entitled Partner, the Investment Manager and each of their respective Affiliates for, any costs and expenses that, in the good faith judgment of the Board of Directors, are incurred in the formation, financing or operation of the Partnership, including, without limitation, the Advisory Fees and other costs and expenses specified herein or in the Advisory Agreement to reimbursement be paid by the Partnership; fees and expenses of offering Interests or debt instruments and enhancing or assuring the credit quality thereof; fees, costs and expenses related to the purchase, holding, transfer and sale of Assets, to the extent not reimbursed; brokerage commissions; clearing and settlement charges; custodial fees; licensing fees and expenses; appraisal expenses; interest expenses; borrowing charges on assets sold short; expenses related to organizing entities, investment vehicles or accounts through or in which investments by the Partnership only from may be made; due diligence expenses incurred in connection with the assets acquisition of Assets (including, but not limited to, reasonable travel related expense), and expenses relating to consultants, attorneys, brokers or other professionals or advisors who provide advice or due diligence services with regard to investments (whether or not the potential investment is acquired) and third-party investment banking expenses related to the purchase and sale of assets); loan servicing fees; appropriate fees for loan origination and/or modification; directors’ fees and expenses; costs of reporting to Partners, creditors and others; costs and expenses relating to any meeting of Partners; legal (including litigation) fees and expenses; accounting, auditing and tax preparation fees and expenses; fees and expenses relating to the Partnership’s administrator and auditor; fees and expenses relating to third-party valuation firms; third-party expenses and fees incurred in connection with transactions not consummated; taxes, governmental charges and other duties payable by the Partnership; investment-related travel expenses; costs related to issuing, transferring and repurchasing Interests, or portions thereof, and paying dividends or making other distributions thereon; expenses related to liability insurance for the Partnership for and the General Partner, including the costs of directors and officers and errors and omissions insurance premiums; organizational expenses (including all reasonable costs and expenses incurred in connection with the formation and organization of, and offer, marketing and sale of Interests in, the Partnership, as determined by the Investment Manager, including all placement fees and all out-of-pocket legal, accounting, printing, travel and filing fees and expenses); costs, expenses and liabilities resulting from the Partnership’s indemnification obligations; costs of winding up and expenses (inclusive of applicable taxes) that are liquidating the Partnership; other indebtedness incurred by the General Partner on behalf of Partnership and the Interests; and extraordinary expenses and other similar expenses related to the Partnership in the ordinary course of business or other costs and expenses incidental to acting as general partner so long as the General Partner is not Investment Manager determines in default of its obligations hereunder. Such costs sole discretion (collectively, “Partnership Expenses”). (c) The Partnership shall pay, and expenses shall include reimbursement for any overhead costs or costs of personnel of reimburse the General Partner Partner, the Investment Manager and its affiliated companies (other than the Advisor) which provide time and services to the Partnership. It is expected that these reimbursable costs and expenses will includeeach of their Affiliates for, without limitation: (a) newswireall legal, mailingtax, printing accounting and other expenses for press releases (including organizational expenses) incurred in connection with the Partnership’s continuous disclosure obligations; (b) Preferred Interests, if any, and the Partnership’s share formation of the costs of providingPartnership and related entities, operating and staffing business offices and providing administrative, management and accounting services, determined by the General Partner acting reasonably and in good faith; (c) fees and disbursements payable to CDS or the Registrar and Transfer Agent for performing certain financial, record-keeping, reporting and general administrative services; (d) fees and disbursement payable to the Auditors, legal advisors and other specialized consultants or professional service providers of the Partnership; (e) taxes, other than income taxes, related to such costs and expenses and any regulatory filing fees; (f) any reasonable out-of-pocket expenses incurred by the General Partner or its agents in connection with their ongoing obligations to the Partnership, including travelling, sales and marketing expenses; (g) expenses relating to meetings of the Limited Partners; (h) the all fees payable to the Board of Directors of the General Partnerany agents, and the costs of obtaining and keeping in force directors and officers liability insurance coveragelenders, in such amounts as the Board of Directors of the General Partner may determine to be reasonable from time to time, for the directors and officers of the General Partner; (i) any out-of-pocket expenditures which the General Partner may incur in connection with evaluating development opportunities for Buildings and arrangers or other investments and acquiring and developing properties; and (j) any expenditures which may be incurred Persons in connection with the dissolution placement and sale of the Partnership and implementation of a Final SalePreferred Interests, if any.

Expenses of the Partnership. The Except as otherwise specifically provided by this Agreement, all expenses of the Partnership, including but not limited to, organization, offering and operating expenses shall be billed directly to, and paid and borne by, the Partnership; provided, however, that the General Partner is Partners shall be entitled to reimbursement by the Partnership only from the assets of the Partnership for all reasonable out-of-pocket costs and expenses (inclusive of applicable taxes) that are incurred by the General Partner on behalf of the Partnership in the ordinary course of business or other costs and expenses incidental to acting as general partner so long as the General Partner is not in default of its obligations hereunder. Such costs and expenses shall include reimbursement for any overhead costs or costs of personnel of the General Partner and its affiliated companies (other than the Advisor) which provide time and services to the Partnership. It is expected that these reimbursable costs and expenses will include, without limitation: (a) newswire, mailing, printing and other expenses for press releases incurred in connection with the Partnership’s continuous disclosure obligations; (b) the Partnership’s share of the costs of providing, operating and staffing business offices and providing administrative, management and accounting services, determined by the General Partner acting reasonably and in good faith; (c) fees and disbursements payable to CDS or the Registrar and Transfer Agent for performing certain financial, record-keeping, reporting and general administrative services; (d) fees and disbursement payable to the Auditors, legal advisors and other specialized consultants or professional service providers of the Partnership; (e) taxes, other than income taxes, related to such costs and expenses and any regulatory filing fees; (f) any reasonable their out-of-pocket expenses incurred in the organization of the Partnership and the public offering of the Units except that the General Partners or their Affiliates shall pay and shall not be reimbursed by the Partnership for all such organization and offering expenses (other than underwriting commissions) to the extent they exceed five percent of the gross proceeds of the public offering of Units. The Corporate General Partner has guaranteed to pay all Organization and Offering Expenses (including underwriting commissions) which exceed 13 percent of the gross offering proceeds. This guarantee is without recourse to, or its agents in connection with reimbursement by, the Partnership. The General Partners shall be reimbursed for their ongoing obligations to actual cost of any goods and materials necessary for the prudent operation of the Partnership, including travelling, sales which shall be provided by unaffiliated parties. The General Partners and marketing expenses; (g) expenses relating their Affiliates shall not be entitled to meetings of the Limited Partners; (h) the fees payable to the Board of Directors of the General Partner, and the costs of obtaining and keeping in force directors and officers liability insurance coverage, in such amounts as the Board of Directors of the General Partner may determine to be reasonable from time to time, reimbursement for the directors and officers of the General Partner; (i) any their out-of-pocket expenditures and overhead expenses. The expense of performance of administrative services on behalf of the Partnership by various persons shall be borne by the Partnership and shall not reduce the compensation to be paid to the General Partners pursuant to this Agreement or any other agreement between the General Partners and the Partnership unless duplicative of those services which the General Partner may incur in connection with evaluating development opportunities for Buildings and other investments and acquiring and developing properties; and (j) any expenditures which may Partners or their Affiliates are obligated to perform pursuant to the management agreement to be incurred in connection entered into with the dissolution Partnership apart from this Agreement. Persons who are employed on behalf of the Partnership and implementation who may also be employed by the General Partners, may be employed by a corporation which is an Affiliate of the General Partners organized principally to act as the entity through which such persons are employed. The Partnership will pay such corporation for the cost of administrative services performed on behalf of the Partnership; provided that the compensation paid to any persons employed on behalf of the Partnership (including contributions made to any profit sharing or other plan on behalf of such persons) is the lesser of (i) the compensation which the Partnership would be required to pay to other persons not affiliated with the General Partners for comparable services which reasonably could be made available to the Partnership in the same or comparable geographic locations or (ii) the cost of such personnel to the General Partners or their Affiliates and provided further that such persons only render site selection, property management or administrative (including transfer agent, legal, accounting, computer and partner relations) services or coordinate and supervise development, construction and operational activity of the Partnership. The costs of such services will include only the salaries and fringe benefits payable to such persons and will not include any allocation of indirect expenses of the General Partners and their Affiliates, such as rent, utilities and other overhead items. The Partnership shall not pay or reimburse the General Partners and their Affiliates for any of the salaries, fringe benefits or travel expenses of any executive officer, director or controlling person of the General Partners or their Affiliates. For purposes of this section, “controlling person” includes any person performing functions for a General Partner or Affiliate similar to those of Chairman or a member of the Board of Directors, executive management or senior management; or holding a 5% or more equity interest in i General Partner or Affiliate; or having the power to direct or cause the direction of a Final SaleGeneral Partner or Affiliate whether through the ownership of voting securities, by contract or otherwise. The annual report to the Limited Partners will contain a breakdown of any costs reimbursed to the General Partners by the Partnership. Within the scope of the annual audit of the financial statements of the Corporate General Partner or its Affiliates, the independent certified public accountants shall review the allocation of any such costs to the Partnership. The method of review shall at minimum provide: (i) a review of the time records of individual employees, the costs of whose services were reimbursed; and (ii) a review of the specific nature of the work performed by each such employee. The method of review shall be in accordance with generally established professional standards and shall accordingly include such tests of the accounting records and such other procedures which the independent certified public accountants of the Corporate General Partner or its Affiliates consider appropriate in the circumstances. The additional costs of such review will be itemized by said accountants on a partnership by partnership basis if the cost of such review is to be reimbursed only to the extent that such reimbursement when added to the cost for administrative services rendered by the General Partners and their Affiliates does not exceed the maxi-mum amount the Partnership is permitted to pay for such services as set forth above.