ADVISOR'S EMPLOYEES ACTIVELY ENGAGED IN PROVIDING INTERNAL AUDIT
SERVICES AND THE REASONABLE THIRD PARTY EXPENSES WHICH THE ADVISOR INCURS IN
CONNECTION WITH ITS PROVISION OF INTERNAL AUDIT SERVICES.
(B)
IF, AND TO THE EXTENT THAT, THE COMPANY SHALL REQUEST THE ADVISOR
TO RENDER SERVICES ON BEHALF OF THE COMPANY OTHER THAN THOSE REQUIRED TO BE
RENDERED BY THE ADVISOR IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SUCH
ADDITIONAL SERVICES SHALL BE COMPENSATED SEPARATELY ON TERMS TO BE AGREED UPON
BETWEEN THE ADVISOR AND THE COMPANY FROM TIME TO TIME.
11.
EXPENSES OF THE ADVISOR. WITHOUT REGARD TO THE COMPENSATION
RECEIVED BY THE ADVISOR FROM THE COMPANY PURSUANT TO THIS AGREEMENT, THE ADVISOR
SHALL BEAR THE FOLLOWING EXPENSES INCURRED IN CONNECTION WITH THE PERFORMANCE OF
ITS DUTIES UNDER THIS AGREEMENT:
(A)
EMPLOYMENT EXPENSES OF THE PERSONNEL EMPLOYED BY THE ADVISOR,
INCLUDING BUT NOT LIMITED TO, SALARIES, WAGES, PAYROLL TAXES AND THE COST OF
EMPLOYEE BENEFIT PLANS;
(B)
FEES AND TRAVEL AND OTHER EXPENSES PAID TO DIRECTORS, OFFICERS AND
EMPLOYEES OF THE ADVISOR, EXCEPT FEES AND TRAVEL AND OTHER EXPENSES OF SUCH
PERSONS WHO ARE TRUSTEES OR OFFICERS OF THE COMPANY INCURRED IN THEIR CAPACITIES
AS TRUSTEES OR OFFICERS OF THE COMPANY;
(C)
RENT, TELEPHONE, UTILITIES, OFFICE FURNITURE, EQUIPMENT AND
MACHINERY AND OTHER OFFICE EXPENSES OF THE ADVISOR, EXCEPT TO THE EXTENT SUCH
EXPENSES RELATE SOLELY TO AN OFFICE MAINTAINED BY THE COMPANY SEPARATE FROM THE
OFFICE OF THE ADVISOR; AND
(D)
MISCELLANEOUS ADMINISTRATIVE EXPENSES INCURRED IN SUPERVISING,
MONITORING AND INSPECTING REAL PROPERTY AND OTHER INVESTMENTS OF THE COMPANY OR
RELATING TO PERFORMANCE BY THE ADVISOR OF ITS OBLIGATIONS HEREUNDER.
12.
EXPENSES OF THE COMPANY. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN
THIS AGREEMENT, THE COMPANY SHALL PAY ALL ITS EXPENSES NOT PAYABLE BY THE
ADVISOR, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS
SPECIFICALLY AGREED THAT THE FOLLOWING EXPENSES OF THE COMPANY SHALL BE PAID BY
THE COMPANY AND SHALL NOT BE PAID BY THE ADVISOR:
(A)
THE COST OF BORROWED MONEY;
(B)
TAXES ON INCOME AND TAXES AND ASSESSMENTS ON REAL PROPERTY, IF
ANY, AND ALL OTHER TAXES APPLICABLE TO THE COMPANY;
(C)
LEGAL, AUDITING, ACCOUNTING, UNDERWRITING, BROKERAGE, LISTING,
REPORTING, REGISTRATION AND OTHER FEES, AND PRINTING, ENGRAVING AND OTHER
EXPENSES AND TAXES INCURRED IN CONNECTION WITH THE ISSUANCE, DISTRIBUTION,
TRANSFER, TRADING, REGISTRATION AND STOCK EXCHANGE LISTING OF THE COMPANY'S
SECURITIES, INCLUDING TRANSFER AGENT'S, REGISTRAR'S AND INDENTURE TRUSTEE'S FEES
AND CHARGES;
(D)
EXPENSES OF ORGANIZING, RESTRUCTURING, REORGANIZING OR TERMINATING
THE COMPANY, OR OF REVISING, AMENDING, CONVERTING OR MODIFYING THE COMPANY'S
ORGANIZATIONAL DOCUMENTS;
(E)
FEES AND TRAVEL AND OTHER EXPENSES PAID TO TRUSTEES AND OFFICERS
OF THE COMPANY IN THEIR CAPACITIES AS SUCH (BUT NOT IN THEIR CAPACITIES AS
OFFICERS OR EMPLOYEES OF THE ADVISOR) AND FEES AND TRAVEL AND OTHER EXPENSES
PAID TO ADVISORS, CONTRACTORS, MORTGAGE SERVICES, CONSULTANTS, AND OTHER AGENTS
AND INDEPENDENT CONTRACTORS EMPLOYED BY OR ON BEHALF OF THE COMPANY;
(F)
EXPENSES DIRECTLY CONNECTED WITH THE ACQUISITION, DISPOSITION OR
OWNERSHIP OF REAL ESTATE INTERESTS OR OTHER