EPCO Compensation. As compensation for the provision by the EPCO Group of the EPCO Services to each member of the applicable MLP Group, the EPCO Group shall be entitled to receive, and each General Partner agrees to pay or cause another member of its MLP Group to pay to the applicable member of the EPCO Group, without duplication, an amount equal to the sum of all costs and expenses (direct or indirect) incurred by such member of the EPCO Group which are directly or indirectly related to the business or activities of such MLP Group (including, without limitation, expenses, direct or indirect, reasonably allocated to such MLP Group by the EPCO Group). In addition, each General Partner shall pay or cause another member of its MLP Group to pay all sales, use, excise, value added or similar taxes (together with any penalties, fines or interest thereon), if any, that may be applicable from time to time in respect of the EPCO Services provided to such MLP Group by the EPCO Group. The aggregate amount payable by each MLP Group to the EPCO Group pursuant to this Section 2.2 with respect to a given period of time shall be referred to herein as the “Administrative Services Fee.” It is the intention of the Parties that the Administrative Services Fee with respect to each MLP Group represents fair and reasonable compensation to the EPCO Group for such MLP Group’s allocable share of all general and administrative expenses, capital expenses and other costs for Shared Services borne or performed by the EPCO Group for the benefit of any member of such MLP Group.
EPCO Compensation. As compensation for the provision by EPCO of the EPCO Services to each of the Partnership Entities, EPCO shall be entitled to receive, and each of the Partnership Entities agrees to pay to EPCO, without duplication, an amount equal to the sum of all costs and expenses (direct or indirect) incurred by EPCO which are directly or indirectly related to the business or activities of such Partnership Entity (including, without limitation, expenses, direct or indirect, reasonably allocated to such Partnership Entity by EPCO). In addition, each of the Partnership Entities shall pay all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time in respect of the EPCO Services provided to such Partnership Entity by EPCO. The aggregate amount payable by the Partnership Entities to EPCO pursuant to this Section 2.2 with respect to a given period of time shall be referred to herein as such entity’s “Administrative Services Fee”. It is the intention of the Parties that, with the exception of Article V and the Retained Leases (as hereinafter defined) in the case of the EPD Partnership Entities, the Administrative Services Fee with respect to the Partnership Entities represents fair and reasonable compensation to EPCO for the Partnership Entities’ allocable share of all general and administrative expenses, capital expenses and other costs for Shared Services borne or performed by EPCO, or any of the other members of the EPCO Group, for the benefit of any Partnership Entity.
EPCO Compensation. As compensation for the provision by EPCO of the EPCO Services to each of the Partnership Entities, EPCO shall be entitled to receive, and each of the Partnership Entities agrees to pay to EPCO, without duplication, an amount equal to (a) the sum of all costs and expenses (direct or indirect) incurred by EPCO which are directly or indirectly related to the business or activities of such Partnership Entity and (b) the cash value (allocated in accordance with the provisions of this Agreement) of distributions (whether in cash or securities), if any, made by TEPPCO Unit II L.P. and EPCO Unit L.P. to their respective Class B limited partners who perform services for such Partnership Entities (including, for purposes of both (a) and (b), above, without limitation, expenses, direct or indirect, reasonably allocated to such Partnership Entity by EPCO). In addition, each of the Partnership Entities shall pay all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time in respect of the EPCO Services provided to such Partnership Entity by EPCO. The aggregate amount payable by the Partnership Entities to EPCO pursuant to this Section 2.2 with respect to a given period of time shall be referred to herein as such entity’s “Administrative Services Fee”. It is the intention of the Parties that, with the exception of Article V and the Retained Leases (as hereinafter defined) in the case of the EPD Partnership Entities, the Administrative Services Fee with respect to the Partnership Entities represents fair and reasonable compensation to EPCO for the Partnership Entities’ allocable share of all general and administrative expenses, capital expenses and other costs for Shared Services borne or performed by EPCO, or any of the other members of the EPCO Group, for the benefit of any Partnership Entity.
EPCO Compensation. As compensation for the provision by EPCO to the Partnership Entities of the EPCO Services, EPCO shall be entitled to receive, and the Partnership Entities agree to pay to EPCO, an amount equal to the sum of all costs and expenses (direct or indirect) incurred by EPCO which are directly or indirectly related to the business or activities of the Partnership Entities (including, without limitation, expenses, direct or indirect, reasonably allocated to the Partnership Entities by EPCO). In addition, the Partnership Entities shall pay all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time in respect of the EPCO Services provided to the Partnership Entities by EPCO. The aggregate amount payable by the Partnership Entities to EPCO pursuant to this Section 2.2 with respect to a given period of time shall be referred to herein as the “Administrative Services Fee”. It is the intention of the Parties that, with the exception of Article V and the Retained Leases (as hereinafter defined), the Administrative Services Fee represents fair and reasonable compensation to EPCO for the Partnership Entities’ allocable share of all general and administrative expenses, capital expenses and other costs for shared services borne or performed by EPCO, or any of the other members of the EPCO Group, for the benefit of any member of the MLP Group. The “Retained Leases” are operating leases relating to (i) an isomerization unit, (ii) one deisobutanizer tower, (iii) one cogeneration unit, and (iv) 100 railcars, the liabilities for each of which were retained by EPCO in connection with the formation of MLP and OLP.
