Common use of Reimbursement of Certain Costs and Expenses of the General Partners and Affiliates Clause in Contracts

Reimbursement of Certain Costs and Expenses of the General Partners and Affiliates. A. Subject to the provisions of Article V hereof, the Partnership shall be permitted to reimburse the General Partners for the actual cost to the General Partners or any of their Affiliates of the Partnership's operating expenses. In determining the actual cost to a General Partner or an Affiliate of a General Partner of goods and materials and administrative services, actual cost means the actual cost to a General Partner or an Affiliate of a General Partner of goods and materials used for or by the Partnership and obtained from entities not affiliated with a General Partner, and actual cost of administrative services means the pro rata cost of personnel as if such persons were employees of the Partnership. The cost for administrative services to be reimbursed to a General Partner or an Affiliate shall be at the lower of the General Partner's or Affiliate's actual cost or the amount the Partnership would be required to pay to independent parties for comparable administrative services in the same geographic location. The General Partners shall use their best efforts to cause all of the Partnership's expenses to be billed directly to and paid by the Partnership to the extent practicable. B. Subject to the foregoing, the Partnership shall pay all expenses (which expenses shall be billed directly to the Partnership) of the Partnership which may include but are not limited to: (a) all costs of personnel (excluding rent or depreciation, utilities, capital equipment, and other administrative items) employed full-or part-time by the Partnership and involved in the business of the Partnership and allocated pro rata to their administrative services performed on behalf of the Partnership, including Persons who may also be officers or employees of the General Partners or their Affiliates (other than Controlling Persons); (b) all costs of borrowed money, taxes and assessments on Properties and other taxes applicable to the Partnership; (c) legal, audit, accounting, brokerage and other fees; (d) printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and recording of documents evidencing ownership of an Interest or Unit or in connection with the business of the Partnership; (e) fees and expenses paid to independent contractors, mortgage bankers, brokers and servicers, leasing agents, consultants, on-site property managers and other property management personnel (other than Controlling Persons and other officers of the General Partners or their Affiliates), real estate brokers, insurance brokers and other agents; (f) expenses in connection with the disposition, replacement, alteration, repair, remodeling, refurbishment, leasing, refinancing and operating of the Properties (including the costs and expenses of foreclosures, insurance premiums, real estate brokerage and leasing commissions and of maintenance of such Properties); (g) expenses of organizing, revising, amending, converting, modifying or terminating the Partnership; (h) expenses in connection with distributions made by the Partnership to, and communications and bookkeeping and clerical work necessary in maintaining relations with Limited Partners and Unitholders, including the costs of printing and mailing to such Persons evidences of ownership of Interests or Units and reports of meetings of the Partnership, and of preparation of proxy statements and solicitations of proxies in connection therewith; (i) expenses in connection with preparing and mailing reports required to be furnished to Limited Partners and Unitholders for investor tax reporting or other purposes, or which reports the General Partners deem the furnishing thereof to Limited Partners or Unitholders to be in the best interests of the Partnership; (j) accounting, computer, statistical or bookkeeping costs necessary for the maintenance of the books and records of the Partnership; and (k) the cost of preparation and dissemination of the informational material and documentation relating to potential sale, or other disposition of Properties or in connection with any meetings or votes if the Unitholders. C. The Partnership shall reimburse the Property Manager for all Marketing Expenses incurred by the Property Manager, subject to a maximum of $100,000 per Property. D. Notwithstanding any other provision of this Agreement, no reimbursement shall be permit- xxx for services for which the General Partners are entitled to compensation by way of a separate fee.