MG&A Expenses definition
MG&A Expenses means all marketing, general and administrative expenses (excluding Dedicated Agent Total Expenses, Independent Agent Commissions and Independent Agent Expenses) now or hereafter incurred by Manager and/or its Affiliates, directly or indirectly, in connection with the Containers in the TEM Fleet (including the Containers in the XTRA International Fleet), including but not limited to, salaries, rents, legal (except legal fees included in the definition of Operating Expenses below), accounting (including accounting fees associated with the quarterly review and annual audit of Manager's financial condition and preparation of related financial statements referenced in Clause 8.3 of this Agreement, but excluding accounting fees related to (i) the annual review by Manager's auditors of the Gross Revenue, Operating Expenses and management fees for the TEM Fleet and (ii) for the audit referenced in Clause 8.2 of this Agreement), utilities, travel and entertainment, capital expenditures and other similar items constituting Manager's overhead. Manager's MG&A Expenses shall be for Manager's own account.