HOWEVER, THAT NO REIMBURSEMENT SHALL BE MADE FOR
COSTS OF PERSONNEL TO
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THE EXTENT THAT SUCH PERSONNEL PERFORM SERVICES IN TRANSACTIONS FOR WHICH THE
BUSINESS MANAGER RECEIVES A SEPARATE FEE;
(XIV)
AUDIT, ACCOUNTING AND LEGAL FEES PAID TO THIRD
PARTIES;
(XV)
TRANSFER AGENT AND REGISTRAR'S FEES AND CHARGES
PAID TO THIRD PARTIES; AND
(XVI)
EXPENSES RELATING TO ANY OFFICES OR OFFICE
FACILITIES MAINTAINED SOLELY FOR THE BENEFIT OF THE COMPANY THAT ARE SEPARATE
AND DISTINCT FROM THE COMPANY'S EXECUTIVE OFFICES.
(C)
THE COMPANY SHALL ALSO REIMBURSE THE
BUSINESS MANAGER, THE SPONSOR AND ITS AFFILIATES PURSUANT TO SECTION 9(A) HEREOF
FOR THE SALARIES AND BENEFITS OF PERSONS EMPLOYED BY THE BUSINESS MANAGER, THE
SPONSOR OR ITS AFFILIATES AND PERFORMING SERVICES FOR THE COMPANY.
(I)
IN THE CASE OF THE SPONSOR, WHOSE
EMPLOYEES ALSO PROVIDE SERVICES FOR OTHER ENTITIES SPONSORED BY, OR AFFILIATED
WITH, THE SPONSOR, THE COMPANY SHALL REIMBURSE ONLY A PRO RATA PORTION OF THE
SALARY AND BENEFITS OF THESE PERSONS BASED ON THE AMOUNT OF TIME SPENT BY THAT
PERSON ON MATTERS FOR THE COMPANY COMPARED TO THE TIME SPENT BY THAT SAME PERSON
ON ALL MATTERS INCLUDING THE COMPANY'S MATTERS.
(II)
EXCEPT AS OTHERWISE AGREED IN WRITING BY
THE COMPANY OR THE BUSINESS MANAGER, THE COMPANY SHALL ALSO REIMBURSE AFFILIATES
OF THE SPONSOR FOR THE SALARIES AND BENEFITS OF PERSONS EMPLOYED BY THESE
AFFILIATES.
THE SALARY AND BENEFIT COSTS FOR EACH AFFILIATE SHALL BE DETERMINED
BY MULTIPLYING (A) THE NUMBER OF HOURS SPENT BY ALL EMPLOYEES OF THE AFFILIATE
IN PROVIDING SERVICES FOR THE COMPANY BY (B) THAT AFFILIATE'S "HOURLY BILLING
RATE."
FOR THESE PURPOSES, THE "HOURLY BILLING RATE" WILL APPROXIMATE THE
HOURLY COST TO THE AFFILIATE TO PROVIDE SERVICES TO THE COMPANY BASED ON:
(1)
THE AVERAGE AMOUNT OF ALL SALARIES AND
BONUSES PAID TO THE EMPLOYEES OF THE AFFILIATE; AND
(2)
AN ALLOCATION FOR OVERHEAD INCLUDING
EMPLOYEE BENEFITS, RENT, MATERIALS, FEES, TAXES, AND OTHER OPERATING EXPENSES
INCURRED BY THE AFFILIATE IN OPERATING ITS BUSINESS EXCEPT FOR DIRECT EXPENSES
REIMBURSED BY THE COMPANY PURSUANT TO SECTION 9(B) HEREOF.
(D)
THE BUSINESS MANAGER SHALL PREPARE A
STATEMENT DOCUMENTING THE EXPENSES PAID OR INCURRED BY THE BUSINESS MANAGER, THE
SPONSOR AND ITS AFFILIATES FOR THE COMPANY ON A QUARTERLY BASIS.
THE COMPANY
SHALL REIMBURSE THE BUSINESS MANAGER, THE SPONSOR AND ITS AFFILIATES FOR THESE
EXPENSES WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH CALENDAR QUARTER.
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(E)
THE BUSINESS MANAGER SHALL DIRECT ITS
EMPLOYEES, AND SHALL CAUSE THE SPONSOR AND ITS AFFILIATES TO DIRECT THEIR
EMPLOYEES, WHO PERFORM SERVICES FOR THE COMPANY TO KEEP TIME SHEETS OR OTHER
APPROPRIATE BILLING RECORDS AND RECEIPTS IN CONNECTION WITH ANY REIMBURSEMENT OF
EXPENSES MADE BY THE COMPANY PURSUANT TO THIS SECTION 9.
ALL TIME SHEETS OR
OTHER APPROPRIATE BILLING RECORDS OR RECEIPTS SHALL BE MADE AVAILABLE TO THE
COMPANY UPON REASONABLE REQUEST TO THE BUSINESS MANAGER.
10.
COMPENSATION FOR ADDITIONAL SERVICES,
CERTAIN LIMITATIONS.
(A)
THE COMPANY AND THE BUSINESS MANAGER WILL
SEPARATELY NEGOTIATE AND AGREE ON THE FEES