Common use of Expenses of the Partnership Clause in Contracts

Expenses of the Partnership. The Partnership (or the Investment Entities, as applicable) shall bear all expenses in any Fiscal Year (other than those expressly related to the duties of the General Partner for which it receives the GP Fees pursuant to Section 6.4(a) above), including Unrelated Third Party expenses relating to the performance of those duties described in clauses (xii), (xviii) and (xxv) of Section 6.3(a), Section 6.3(d), Section 6.3(e), Section 6.8 and expenses associated with any transactions outside the Partnership’s (or the Investment Entities’) general day-to-day operations, such as due diligence and other pursuit costs, any acquisitions, development activities, financing transactions, sales of assets, mergers, acquisitions and the like (such as accounting, engineering, consulting, environmental consulting, entitlement, brokerage, financing, legal costs and expenses), and including, without limitation, construction, repairs, replacements, the preparation of financial statements, property-level audits, annual valuations, tax returns and K-1s and tax compliance activities for the Investment Entities (collectively, “Partnership Expenses”); provided, however, that a reasonable allocation of the internal time of employees of the General Partner or its Affiliates for legal services, coordinating annual valuations, tax and REIT compliance activities, financing activities and the preparation of reporting packages or reconciliations, in each case in respect of the Investment Entities or the Investments, shall be deemed to be Partnership Expenses to the extent such expenses are included in the Approved Partnership Budget or otherwise Approved by the Executive Committee, it being understood that the General Partner shall have no obligation to oversee or provide the foregoing activities unless there exists an Approved Partnership Budget for the internal time of employees of the General Partner or its Affiliates performing the same. Notwithstanding the foregoing, any costs or expenses incurred by the Partnership or the Investment Entities in connection with establishing and maintaining the REIT status of the Investment Entities shall be borne entirely by the BCIMC Limited Partner, except to the extent the Sell-Down Transferee requires similar REIT services and structural considerations, in which case, such costs and expenses shall be borne by the Partnership.

Expenses of the Partnership. The Partnership (or the Investment Entities, as applicable) shall bear all expenses in any Fiscal Year (other than those expressly related to the duties of the General Partner for which it receives the GP Fees pursuant to Section 6.4(a) above), including Unrelated Third Party expenses relating to the performance of those duties described in clauses (xii), (xviii) and (xxv) of Section 6.3(a), Section 6.3(d), Section 6.3(e), Section 6.8 and expenses associated with any transactions outside the Partnership’s (or the Investment Entities’) general day-day- to-day operations, such as due diligence and other pursuit costs, any acquisitions, development activities, financing transactions, sales of assets, mergers, acquisitions and the like (such as accounting, engineering, consulting, environmental consulting, entitlement, brokerage, financing, legal costs and expenses), and including, without limitation, construction, repairs, replacements, the preparation of financial statements, property-level audits, annual valuations, tax returns and K-1s and tax compliance activities for the Investment Entities (collectively, “Partnership Expenses”); provided, however, that a reasonable allocation of the internal time of employees of the General Partner or its Affiliates for legal services, coordinating annual valuations, tax and REIT compliance activities, financing activities and the preparation of reporting packages or reconciliations, in each case in respect of the Investment Entities or the Investments, shall be deemed to be Partnership Expenses to the extent such expenses are included in the Approved Partnership Budget or otherwise Approved by the Executive Committee, it being understood that the General Partner shall have no obligation to oversee or provide the foregoing activities unless there exists an Approved Partnership Budget for the internal time of employees of the General Partner or its Affiliates performing the same. Notwithstanding the foregoing, any costs or expenses incurred by the Partnership or the Investment Entities in connection with establishing and maintaining the REIT status of the Investment Entities shall be borne entirely by the BCIMC Limited Partner, except to the extent the Sell-Down Transferee requires similar REIT services and structural considerations, in which case, such costs and expenses shall be borne by the Partnership.​ ​

Expenses of the Partnership. The Partnership (or the Investment Entities, as applicable) shall bear all expenses in any Fiscal Year (other than those expressly related to the duties of the General Partner for which it receives the GP Fees pursuant to Section 6.4(a) above), including Unrelated Third Party expenses relating to the performance of those duties described in clauses (xii), (xviii) and (xxv) of Section 6.3(a), Section 6.3(d), Section 6.3(e), Section 6.8 and expenses associated with any transactions outside the Partnership’s (or the Investment Entities’) general day-to-day operations, such as due diligence and other pursuit costs, any acquisitions, development activities, financing transactions, sales of assets, mergers, acquisitions and the like (such as accounting, engineering, consulting, environmental consulting, entitlement, brokerage, financing, legal costs and expenses), and including, without limitation, construction, repairs, replacements, the preparation of financial statements, property-level audits, annual valuations, tax returns and K-1s and tax compliance activities for the Investment Entities (collectively, “Partnership Expenses”); provided, however, that a reasonable allocation of the internal time of employees of the General Partner or its Affiliates for legal services, coordinating annual ​ valuations, tax and REIT compliance activities, financing activities and the preparation of reporting packages or reconciliations, in each case in respect of the Investment Entities or the Investments, shall be deemed to be Partnership Expenses to the extent such expenses are included in the Approved Partnership Budget or otherwise Approved by the Executive Committee, it being understood that the General Partner shall have no obligation to oversee or provide the foregoing activities unless there exists an Approved Partnership Budget for the internal time of employees of the General Partner or its Affiliates performing the same. Notwithstanding the foregoing, any costs or expenses incurred by the Partnership or the Investment Entities a Subsidiary REIT in connection with establishing and maintaining the REIT status of the Investment Entities such entity shall be borne entirely by the BCIMC QuadReal Limited Partner, except to the extent the Sell-Down Transferee requires similar REIT services and structural considerations, in which case, such costs and expenses shall be borne by the Partnership.

Expenses of the Partnership. The Partnership (or the Investment Entities, as applicable) shall bear all expenses in any Fiscal Year (other than those expressly related to the duties of the General Partner for which it receives the GP Fees pursuant to Section 6.4(a) immediately above), including Unrelated Third Party third party expenses relating to the performance of those duties described in clauses (xiivii), (xviiixiii) and (xxvxix) of Section 6.3(a), Section 6.3(d), Section 6.3(e), Section 6.8 ) and expenses associated with any transactions outside the Partnership’s (or the Investment Entities’) general day-to-day operations, such as due diligence and other pursuit costs, any acquisitions, development activities, financing transactions, sales of assets, mergers, acquisitions and the like (such as accounting, engineering, consulting, environmental consulting, entitlement, brokerage, financing, financing and legal costs and expenses), and including, without limitation, construction, repairs, replacements, the preparation of financial statements, property-level audits, annual valuations, tax returns and K-1s and tax compliance activities for the Investment Entities (collectively, “Partnership Expenses”); provided, however, that a reasonable allocation of the internal time of employees of the General Partner or its Affiliates affiliates for legal services, coordinating annual valuations, tax and REIT compliance activities, financing activities and the preparation of IFRS reporting packages or reconciliations, in each case in respect of reconciliations (if requested by the Investment Entities or the Investments, 3NET Limited Partner) shall be deemed to be Partnership Expenses to the extent such expenses are included in the Approved Partnership Budget or otherwise Approved by the Executive Committee, it being understood that the General Partner shall have no obligation to oversee or provide the foregoing activities unless there exists an Approved Partnership Budget for the internal time of employees of the General Partner or its Affiliates affiliates performing the same. Notwithstanding ; provided, further, that if the foregoingGeneral Partner is not obliged to oversee the foregoing activities, any costs or expenses incurred notwithstanding anything else in this Agreement to the contrary, by providing notice in writing to the General Partner, the 3NET Limited Partner shall be entitled to require the General Partner to engage a third party selected by the 3NET Limited Partner to provide such oversight services to the Partnership or the Investment Entities on terms that are approved in connection with establishing and maintaining the REIT status of the Investment Entities shall be borne entirely writing by the BCIMC 3NET Limited Partner, except and such engagement shall be at the expense of the Partnership, instead of the General Partner providing such services to the extent Partnership. The IIT Partners shall be entitled to approve the Sell-Down Transferee requires similar REIT engagement of the third party selected by the 3NET Limited Partner to provide such oversight services to the Partnership, provided that the IIT Partners shall not unreasonably delay, withhold or condition such approval (it being further understood and structural considerationsagreed that, in which caseif the cost to the Partnership of the third party performing such oversight services is equal to or lower than the cost to the Partnership of the General Partner performing such oversight services, then (A) the General Partner will have the right to match the cost proposal offered by the third party and provide such oversight services to the Partnership on the same price, terms and conditions offered by such third party, such costs right to match must be exercised by the General Partner providing to the 3NET Limited Partner written notice of acceptance of such engagement within five (5) Business Day after receiving from the IIT Limited Partner written notice of the proposed terms of the engagement of such third party, and expenses (B) if the General Partner fails to provide such notice of acceptance within such time period, then the General Partner shall deemed to have irrevocably waived such right to match with respect to the proposed service provider and the IIT Partners shall be borne deemed to have approved the engagement of the third party selected by the Partnership3NET Limited Partner to provide such oversight services to the Partnership on terms no less favorable to the Partnership than the terms presented above). The General Partner shall cooperate with any such third party that is retained to provide such oversight services.

Expenses of the Partnership. The Partnership (or the Investment Entities, as applicable) shall bear all expenses in any Fiscal Year (other than those expressly related to the duties of the General Partner for which it receives the GP Fees pursuant to Section 6.4(a) above), including Unrelated Third Party expenses relating to the performance of those duties described in clauses (xii), (xviii) and (xxv) of Section 6.3(a), Section 6.3(d), Section 6.3(e), Section 6.8 and expenses associated with any transactions outside the Partnership’s (or the Investment Entities’) general day-to-day operations, such as due diligence and other pursuit costs, any acquisitions, development activities, financing transactions, sales of assets, mergers, acquisitions and the like (such as accounting, engineering, consulting, environmental consulting, entitlement, brokerage, financing, legal costs and expenses), and including, without limitation, construction, repairs, replacements, the preparation of financial statements, property-level audits, annual valuations, tax returns and K-1s and tax compliance activities for the Investment Entities (collectively, “Partnership Expenses”); provided, however, that a reasonable allocation of the internal time of employees of the General Partner or its Affiliates for legal services, coordinating annual valuations, tax and REIT compliance activities, financing activities and the preparation of reporting packages or reconciliations, in each case in respect of the Investment Entities or the Investments, shall be deemed to be Partnership Expenses to the extent such expenses are included in the Approved Partnership Budget or otherwise Approved by the Executive Committee, it being understood that the General Partner shall have no obligation to oversee or provide the foregoing activities unless there exists an Approved Partnership Budget for the internal time of employees of the General Partner or its Affiliates performing the same. Notwithstanding the foregoing, any costs or expenses incurred by the Partnership or the Investment Entities a Subsidiary REIT in connection with establishing and maintaining the REIT status of the Investment Entities such entity shall be borne entirely by the BCIMC QuadReal Limited Partner, except to the extent the Sell-Down Transferee requires similar REIT services and structural considerations, in which case, such costs and expenses shall be borne by the Partnership.