Common use of Reimbursement of the General Partner Clause in Contracts

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors may determine, for any direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans). The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.15. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. To the extent the Partnership is obligated to reimburse the General Partner for expenses pursuant to this Section 7.4(b), such reimbursements may be offset against any Capital Contributions to the Partnership that the General Partner is obligated to make pursuant to Section 5.2(c). (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the A. The General Partner shall not be compensated for its services as a general partner or managing member General Partner of any Group Memberthe Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which the General Partner may be entitled in its capacity as the General Partner). (b) B. Subject to Sections 7.4.D and 15.12 hereof, the Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. The Partnership shall be reimbursed liable for, and shall reimburse the General Partner, on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole and absolute discretion, for any direct and indirect all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs that are allocable relating to the ownership of interests in and management and operation of the Partnership, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans, of the General Partner, or the Partnership Group that may provide for stock units, or phantom stock, pursuant to which employees of the General Partner, or the Partnership will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees and expenses of the General Partner or its Affiliates, (iv) any expenses (other than the purchase price) incurred by the General Partner in connection with the redemption or other repurchase of REIT Shares or Capital Shares, and (v) all costs and expenses of the General Partner being a public company, including, without limitation, costs of filings with the SEC, reports and other distributions to its stockholders; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid as permitted pursuant to any Person, including Affiliates Section 7.5 hereof. The Partners acknowledge that all such expenses of the General Partner, Partner are deemed to perform services be for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations benefit of the Partnership under any of its equity compensation plans)Partnership. The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.157.7 hereof. (c) Subject to C. If the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who General Partner shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options elect to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating from its stockholders REIT Shares for the purpose of delivering such REIT Shares to Partnership Interests), or cause satisfy an obligation under any dividend reinvestment program adopted by the Partnership to issue Partnership Interests in connection with, or pursuant toGeneral Partner, any employee benefit plan, employee program or employee practice maintained or sponsored stock purchase plan adopted by the Partnership, the General Partner or any of its Affiliatessimilar obligation or arrangement undertaken by the General Partner in the future, in each case for the benefit of employees and directors lieu of the Partnershiptreatment specified in Section 4.7.B., the purchase price paid by the General Partner for such REIT Shares shall be considered expenses of the Partnership and shall be advanced to the General Partner or reimbursed to the General Partner, subject to the condition that: (1) if such REIT Shares subsequently are sold by the General Partner, the General Partner shall pay or cause to be paid to the Partnership any Group Member proceeds received by the General Partner for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or any Affiliate similar program; provided, that a transfer of REIT Shares for Partnership Common Units pursuant to Section 15.1 would not be considered a sale for such purposes); and (2) if such REIT Shares are not retransferred by the General Partner within 30 days after the purchase thereof, or any the General Partner otherwise determines not to retransfer such REIT Shares, the Partnership shall redeem a number of themPartnership Common Units determined in accordance with Section 4.7.B, as adjusted, to the extent the General Partner determines is necessary or advisable in respect of services performedits sole and absolute discretion, directly or indirectly(x) pursuant to Section 7.5 (in the event the General Partner acquires material assets, for the benefit other than on behalf of the Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the General Partner pursuant to a pro rata distribution by the Partnership Group. The (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Partnership agrees Units held by the General Partner). D. To the extent practicable, Partnership expenses shall be billed directly to issue and sell paid by the Partnership and, subject to Section 15.12 hereof, if and to the extent any reimbursements to the General Partner or any of its Affiliates any by the Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any this Section 7.4 constitute gross income to such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices Person (including the net cost as opposed to the General Partner or repayment of advances made by such Affiliates Person on behalf of Partnership Interests purchased by the General Partner or Partnership), such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) amounts shall be reimbursed in accordance with treated as “guaranteed payments” within the meaning of Code Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c707(c) shall constitute obligations of the General Partner hereunder and shall not be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or treated as distributions for purposes of computing the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Partners’ Capital Accounts.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of or otherwise incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership GroupPartnership. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Memberthe Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group and any Subsidiary (including salaryincluding, bonuswithout limitation, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Person to perform services for the Partnership Group or for the benefit of the Partnership or to or on behalf of any Subsidiary), and (ii) that portion of the General Partner’s or its Affiliates’ legal, accounting, investor communications, utilities, telephone, secretarial, travel, entertainment, bookkeeping, reporting, data processing, office rent and other office expenses (including, without limitation, overhead charges), salaries, fees and other compensation and benefit expenses of employees, officers and directors, insurance, other administrative or overhead expenses and all other expenses, in each such case, necessary or appropriate to the conduct of the Partnership’s business and allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the discharge of its duties Partnership’s business (including, without limitation, expenses allocated to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations General Partner by its Affiliates). Any accruals by the General Partner of the Partnership under any expected cost of its equity compensation plans)providing all forms of post-retirement benefits to employees or former employees of the General Partner and their beneficiaries and qualified dependents will be borne by the Partnership. The Board of Directors General Partner shall determine the fees and expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.156.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listedSection 4.4(c), the Board of Directors, General Partner in its sole discretion and without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plansplans (including, employee programs and employee practices (including planswithout limitation, programs and practices plans involving the issuance of Partnership Interests or options to purchase or rightsUnits, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interestsother than I-Units), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, the Partnership, any Group Member Subsidiary or any Affiliate thereof, or of any of them, them in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Subsidiary.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans), and (ii) all other direct and indirect expenses allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the applicable rules and regulations extent necessary to allow the Partnership Group to reduce the amount of any U.S. federal, state or local or any non-U.S. franchise or income tax or any other tax based upon the revenues or gross margin of any member of the National Securities Exchange on which Partnership Group if the Common Units are listed, tax benefit produced by the Board payment of Directorssuch management fee or fees exceeds the amount of such fee or fees. (d) The General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise in the open market to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors may determine, for any direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans). The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.15. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the The Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise in the open market to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the A. The General Partner shall not be compensated for its services as a general partner or managing member General Partner of any Group Memberthe Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which the General Partner may be entitled in its capacity as the General Partner). (b) The B. Subject to Sections 7.4.C and 15.12 hereof, the Partnership shall be liable for, and shall reimburse the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole and absolute discretion, for any direct and indirect all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs that are allocable relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans, of the General Partner or the Partnership Group that may provide for stock units, or phantom stock, pursuant to which employees of the General Partner or the Partnership will receive payments based upon dividends on or the value of REIT Shares, (iii) director or manager fees and expenses of the General Partner or its Affiliates, and (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other distributions to its stockholders; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it makes on behalf of the Partnership Group (including salaryas permitted pursuant to Section 7.3 hereof; and, bonusprovided, incentive compensation and other amounts paid to any Personfurther, including Affiliates of the General Partner, to perform services for the Partnership Group or for that the General Partner in the discharge of its duties shall not be reimbursed for expenses it incurs relating to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations organization of the Partnership under any of its equity compensation plans)and the General Partner or the initial public offering. The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.157.7 hereof. (c) Subject C. To the extent practicable, Partnership expenses shall be billed directly to and paid by the Partnership and, subject to Section 15.12 hereof, if and to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, extent any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell reimbursements to the General Partner or any of its Affiliates any by the Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any this Section 7.4 constitute gross income to such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices Person (including the net cost as opposed to the General Partner or repayment of advances made by such Affiliates Person on behalf of Partnership Interests purchased by the General Partner or Partnership), such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) amounts shall be reimbursed in accordance with treated as “guaranteed payments” within the meaning of Code Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c707(c) shall constitute obligations of the General Partner hereunder and shall not be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or treated as distributions for purposes of computing the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Partners’ Capital Accounts.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listedSection 5.7, the Board of DirectorsGeneral Partner, in its sole discretion and without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation compensation, employment benefits and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. Any allocation of expenses to the Partnership by Affiliates of the General Partner in a manner consistent with then-applicable accounting and allocation methodologies generally permitted by FERC for rate-making purposes (or in the absence of then-applicable methodologies permitted by FERC, consistent with the most-recently applicable methodologies) and past business practices shall be deemed to be fair and reasonable to the Partnership. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including the Long Term Incentive Plan and other plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests or other economic interests in the Partnership or relating to Partnership Interests), or cause the Partnership to issue Partnership Interests or other securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner or any of its Affiliates in each case for the benefit of employees, officers and directors of the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or other securities that the General Partner or such Affiliates are obligated to provide to any employees employees, officers and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or other securities purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the PartnershipGeneral Partner or its Affiliates, the General Partner, or any Group Member or any Affiliate thereofits Affiliates, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. Any allocation of expenses to the Partnership by the General Partner in a manner consistent with its or its Affiliates past business practices shall be deemed to have been made in good faith. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Partners (who shall have no right to vote in respect thereof)Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Derivative Partnership Interests), or cause the Partnership to issue Partnership Interests or Derivative Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner or any of its Affiliates in each case for the benefit of officers, employees and directors of the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase purchase, or rights, warrants or appreciation rights or phantom or tracking interests relating to to, Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner and its Affiliates, without duplication, shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person (including Affiliates of the General Partner), to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of including the fees and expenses payable by the Partnership under any of pursuant to the Transaction Agreements), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine in good faith the expenses that are allocable to the General Partner or any member of the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee exceeds the amount of such fee. (cb) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereofthereof except and to the extent required under the rules of a National Securities Exchange to which the Partnership or its securities are subject), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including the LTIP and other plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests (or other awards under the LTIP) in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees employees, officers, consultants and directors of the Partnership, the General Partner, any Group Member Partner or any Affiliate thereof, or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and or sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, officers, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(b) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the A. The General Partner shall not be compensated for its services as a general partner or managing member General Partner of any Group Memberthe Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which the General Partner may be entitled in its capacity as the General Partner). (b) B. Subject to Sections 7.4.D and 15.12 hereof, the Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. The Partnership shall be reimbursed on a monthly basisliable for, and shall reimburse the General Partner as provided for in Section 7.4.D (or such other basis as the Board of Directors General Partner may determinedetermine in its sole and absolute discretion), for any direct and indirect all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs that are allocable relating to the ownership of interests in and management and operation of the Partnership, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans, of the General Partner, or the Partnership Group that may provide for stock units, or phantom stock, pursuant to which employees of the General Partner, or the Partnership will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees and expenses of the General Partner or its Affiliates, (iv) any expenses (other than the purchase price) incurred by the General Partner in connection with the redemption or other repurchase of its Capital Shares, and (v) all costs and expenses of the General Partner being a public company, including, without limitation, costs of filings with the SEC, reports and other distributions to its stockholders, the additional costs and expenses relating to compliance under the Xxxxxxxx-Xxxxx Act, the costs and expenses of maintaining the listing of REIT Shares and, if applicable, Capital Shares, on any securities exchange, the costs and expenses of maintaining disclosure controls and the additional costs related to professionals; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid as permitted pursuant to any Person, including Affiliates Section 7.5 hereof. The Partners acknowledge that all such expenses of the General Partner, Partner are deemed to perform services be for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations benefit of the Partnership under any of its equity compensation plans)Partnership. The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.157.7 hereof. (c) Subject to C. If the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who General Partner shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options elect to purchase from its stockholders REIT Shares or rights, warrants Capital Shares for the purpose of delivering such REIT Shares or appreciation rights or phantom or tracking interests relating Capital Shares to Partnership Interests), or cause satisfy an obligation under any dividend reinvestment program adopted by the Partnership to issue Partnership Interests in connection with, or pursuant toGeneral Partner, any employee benefit plan, employee program or employee practice maintained or sponsored stock purchase plan adopted by the Partnership, the General Partner or any of its Affiliatessimilar obligation or arrangement undertaken by the General Partner in the future, in each case for the benefit of employees and directors lieu of the Partnershiptreatment specified in Section 4.7.B., the purchase price paid by the General Partner for such Capital Shares shall be considered expenses of the Partnership and shall be advanced to the General Partner or reimbursed to the General Partner, subject to the condition that, in the case of REIT Shares: (1) if such REIT Shares subsequently are sold by the General Partner, the General Partner shall pay or cause to be paid to the Partnership any Group Member proceeds received by the General Partner for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or any Affiliate thereofsimilar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 15.1 would not be considered a sale for such purposes); and (2) if such REIT Shares are not retransferred by the General Partner, or any of themthe General Partner otherwise determines not to retransfer such REIT Shares, in respect of services performed, directly or indirectly, for the benefit of General Partner shall cause the Partnership Group. The to redeem a number of Partnership agrees Units determined in accordance with Section 4.7.B, as adjusted. D. To the extent practicable, Partnership expenses shall be billed directly to issue and sell paid by the Partnership and, subject to Section 15.12 hereof, if and to the extent any reimbursements to the General Partner or any of its Affiliates any by the Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any this Section 7.4 constitute gross income to such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices Person (including the net cost as opposed to the General Partner or repayment of advances made by such Affiliates Person on behalf of Partnership Interests purchased by the General Partner or Partnership), such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) amounts shall be reimbursed in accordance with treated as “guaranteed payments” within the meaning of Code Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c707(c) shall constitute obligations of the General Partner hereunder and shall not be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or treated as distributions for purposes of computing the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Partners’ Capital Accounts.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs programs, and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants warrants, or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program program, or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs programs, and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs programs, and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased ) and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests or Derivative Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Groupits Affiliates. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner or its Affiliates as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5 and elsewhere in this Agreement or in the Omnibus Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Except as provided in the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. Any allocation of expenses to the Partnership by the General Partner in a manner consistent with its or its Affiliates’ past business practices and, in the case of assets regulated by FERC, then applicable accounting and allocation methodologies generally permitted by FERC for rate-making purposes (or in the absence of then-applicable methodologies permitted by FERC, consistent with the most-recently applicable methodologies), shall be deemed to have been made in good faith. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Derivative Partnership Interests), or cause the Partnership to issue Partnership Interests or Derivative Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner or any of its Affiliates in each case for the benefit of officers, employees and directors of the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner, the General Partner Group Member or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listedSection 5.7, the Board of DirectorsGeneral Partner, in its sole discretion and without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as general a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation compensation, directors fees and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership Group employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any one of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group or the MLP Group. The Partnership agrees to issue and sell to the General Partner Partner, any Group Member or any of its their Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Interest.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed by the Partnership Group on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person (including Affiliates of the General Partner, ) to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or any member of the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee exceeds the amount of such fee. (cb) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees employees, officers, consultants and directors of the Partnership, the General Partner, any Group Member Partner or any Affiliate thereof, or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, officers, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(b) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner, the General Partner Group Member or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.611.2.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 the Management Services Agreement and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Management Services Agreement, and without duplication, the General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group and (including salary, bonus, incentive compensation and ii) all other amounts paid expenses allocable to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for otherwise incurred by the General Partner or its Affiliates in the discharge of connection with its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations service as General Partner of the Partnership under any of (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the The Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner Partnership or any of its Affiliates, Affiliates in each case for the benefit of officers, employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partnership or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner Partnership or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner Partner, if any, in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors may determine, for any direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans). The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.15. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s 's General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) A. Except as provided in this Section 7.12 7.3 and elsewhere in this AgreementAgreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as a general partner or managing member of any Group Memberthe Partnership. (b) The General Partner shall be reimbursed on a B. On such monthly basis, or such other basis as the Board General Partner may determine in its sole and absolute discretion, the Partnership shall pay for the account of Directors may determinethe General Partner or reimburse the General Partner for the following "Reimbursable Amounts": all expenses that it (or any of its Affiliates) incurs relating to the ownership and operation of, or for the benefit of, the Partnership; all of its (and its Affiliates') payroll and fringe benefit expense, professional fees (including, without limitation, legal, audit, advisory, directors', and management, executive service, and similar fees), corporate insurance expense (including, without limitation, directors' and officers' insurance), public company expenses, office expenses, Delaware franchise taxes (regardless of whether or not included in the Company's liability for deferred income taxes on the date hereof, but not including any direct taxes attributable, under the rules of Treasury Regulation section 1.704-1(b)(2)(iv)(n), to periods ending on or before the date hereof), Pennsylvania capital stock, loans, and indirect corporate net income taxes (regardless of whether or not included in the Company's liability for deferred income taxes on the date hereof, but not including any taxes attributable, under the rules of Treasury Regulation section 1.704-1(b)(2)(iv)(n), to periods ending on or before the date hereof), and other expenses it incurs of a similar nature. To the extent of Reimbursable Amounts not otherwise treated as expenses of the Partnership, gross income of the Partnership for the year of reimbursement or payment for a Partner's account shall be allocated to the Partner receiving such reimbursement and such reimbursement or payment for a Partner's account shall constitute a distribution from the Partnership to such Partner. To the extent of Reimbursable Amounts that are allocable otherwise treated as expenses of the Partnership, payment of such amounts by the Partner receiving reimbursement shall be treated as a loan by such Partner to the Partnership Group and such reimbursement shall be treated as repayment of such loan. Any reimbursement or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General payment for a Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans). The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements 's account pursuant to this Section 7.12 7.3B shall be in addition to any reimbursement to the General Partner made as a result of indemnification pursuant to Section 7.157.6. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group they incur or payments it makes they make on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person (including Affiliates of the General Partner, ) to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (b) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee of such management fee or fees exceeds the amount of such fee or fees. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsDerivative Instruments), or cause the Partnership to issue Partnership Interests or Derivative Instruments in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, any Group Member or their Affiliates, or any of them, in each case for the benefit of employees employees, officers, consultants and directors of the Partnership, the General Partner, any Group Member Partner or any Affiliate thereof, or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Instruments that the General Partner or such Affiliates are obligated to provide to any employees employees, officers, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Instruments purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 the Management Services Agreement and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Management Services Agreement, and without duplication, the General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group and (including salary, bonus, incentive compensation and ii) all other amounts paid expenses allocable to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for otherwise incurred by the General Partner or its Affiliates in the discharge of its duties to connection with managing and operating the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased ’s business and affairs (including expenses allocated to satisfy obligations of the Partnership under any of General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, . incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Person to perform services for the Partnership Group Partnership, or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 6.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.156.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose propose, adopt and adopt amend on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsUnits), or cause the Partnership to issue Partnership Interests in connection with, or Securities pursuant to, to any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Units or other Partnership Interests Securities that the General Partner or such Affiliates are Affiliate is obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates Affiliate of Units or other Partnership Interests Securities purchased by the General Partner or such Affiliates Affiliate from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b6.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices (other than agreements with former employees and post-retirement benefits thereunder) adopted by the General Partner as permitted by this Section 7.12(c6.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 Section 13.1 or 11.2 13.2 or the transferee of or successor to all of the General Partner’s Partnership Interest (which is represented by the General Partner Interest Units) as a general partner in the Partnership pursuant to Section 4.611.2.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed by the Partnership Group on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person (including Affiliates of the General Partner), to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or any member of the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee exceeds the amount of such fee. (cb) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees employees, officers, consultants and directors of the Partnership, the General Partner, any Group Member Partner or any Affiliate thereof, or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, officers, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(b) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee Transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.64.4.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation compensation, employment benefits and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the provisions of the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased Group and including certain expenses allocated to satisfy obligations the Partnership by Affiliates of the General Partner), and (ii) all other expenses allocable to the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. Any allocation of expenses to the Partnership by Affiliates of the General Partner in a manner consistent with then-applicable accounting and allocation methodologies generally permitted by FERC for rate-making purposes (or in the absence of then-applicable methodologies permitted by FERC, consistent with the most-recently applicable methodologies) and past business practices shall be deemed to be fair and reasonable to the Partnership. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner, the General Partner Group Member or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as may be otherwise provided in this Section 7.12 and elsewhere in this the Omnibus Agreement or the Secondment Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person (including Affiliates of the General Partner, ) to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (b) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee of such management fee or fees exceeds the amount of such fee or fees. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, any Group Member or their Affiliates, or any of them, in each case for the benefit of employees employees, officers, consultants and directors of the Partnership, the General Partner, any Group Member Partner or any Affiliate thereof, or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, officers, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement or in the Operating Partnership Agreement, the General Partner shall not be compensated for its services as a general partner of the Partnership or managing member of any Group Member. (b) The Subject to any applicable limitations contained in the Administrative Services Agreement, the General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including amounts paid by the General Partner to EPCO under the Administrative Services Agreement and including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit and incentive plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates Affiliates, or directly to the applicable employees, any Partnership Interests Securities that the General Partner or such Affiliates are Affiliate is obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates Affiliate of Partnership Interests Securities purchased by the General Partner or such Affiliates Affiliate (on behalf of the applicable employees) from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit or incentive plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s Partnership Interest as the General Partner Interest in the Partnership pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation compensation, employment benefits and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine in good faith the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6. US-DOCS\91120841.12 (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. Any allocation of expenses to the Partnership by the General Partner in a manner consistent with its or its Affiliates’ past business practices shall be deemed to have been made in good faith. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Derivative Partnership Interests), or cause the Partnership to issue Partnership Interests or Derivative Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner or any of its Affiliates in each case for the benefit of officers, employees and directors of the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees. (e) The General Partner and its Affiliates may enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership's business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates employees any Partnership Interests Securities that the General Partner or such Affiliates are is obligated to provide to any such employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6hereunder.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Partnership Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Partnership Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.64.5.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the A. The General Partner shall not be compensated for its services as a general partner or managing member General Partner of any Group Memberthe Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which the General Partner may be entitled in its capacity as the General Partner). (b) B. Subject to Sections 7.4.D and 15.12 hereof, the Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. The Partnership shall be reimbursed liable for, and shall reimburse the General Partner, on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole and absolute discretion, for any direct and indirect all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs that are allocable relating to the ownership of interests in and management and operation of the Partnership, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans, of the General Partner, or the Partnership Group that may provide for stock units, or phantom stock, pursuant to which employees of the General Partner, or the Partnership will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees and expenses of the General Partner or its Affiliates, (iv) any expenses (other than the purchase price) incurred by the General Partner in connection with the redemption or other repurchase of its Capital Shares, and (v) all costs and expenses of the General Partner being a public company, including, without limitation, costs of filings with the SEC, reports and other distributions to its stockholders; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid as permitted pursuant to any Person, including Affiliates Section 7.5 hereof. The Partners acknowledge that all such expenses of the General Partner, Partner are deemed to perform services be for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations benefit of the Partnership under any of its equity compensation plans)Partnership. The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.157.7 hereof. (c) Subject to C. If the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who General Partner shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options elect to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating from its stockholders Capital Shares for the purpose of delivering such Capital Shares to Partnership Interests), or cause satisfy an obligation under any dividend reinvestment program adopted by the Partnership to issue Partnership Interests in connection with, or pursuant toGeneral Partner, any employee benefit plan, employee program or employee practice maintained or sponsored stock purchase plan adopted by the Partnership, the General Partner or any of its Affiliatessimilar obligation or arrangement undertaken by the General Partner in the future, in each case for the benefit of employees and directors lieu of the Partnershiptreatment specified in Section 4.7.B., the purchase price paid by the General Partner for such Capital Shares shall be considered expenses of the Partnership and shall be advanced to the General Partner or reimbursed to the General Partner, subject to the condition that: (1) if such REIT Shares subsequently are sold by the General Partner, the General Partner shall pay or cause to be paid to the Partnership any Group Member proceeds received by the General Partner for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or any Affiliate similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 15.1 would not be considered a sale for such purposes); and (2) if such REIT Shares are not retransferred by the General Partner within 30 days after the purchase thereof, or any the General Partner otherwise determines not to retransfer such REIT Shares, the General Partner shall cause the Partnership to redeem a number of themPartnership Units determined in accordance with Section 4.7.B, as adjusted, to the extent the General Partner determines is necessary or advisable in respect of services performedits sole and absolute discretion, directly or indirectly(x) pursuant to Section 7.5 (in the event the General Partner acquires material assets, for the benefit other than on behalf of the Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the General Partner pursuant to a pro rata distribution by the Partnership Group. The (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Partnership agrees Units held by the General Partner). D. To the extent practicable, Partnership expenses shall be billed directly to issue and sell paid by the Partnership and, subject to Section 15.12 hereof, if and to the extent any reimbursements to the General Partner or any of its Affiliates any by the Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any this Section 7.4 constitute gross income to such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices Person (including the net cost as opposed to the General Partner or repayment of advances made by such Affiliates Person on behalf of Partnership Interests purchased by the General Partner or Partnership), such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) amounts shall be reimbursed in accordance with treated as “guaranteed payments” within the meaning of Code Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c707(c) shall constitute obligations of the General Partner hereunder and shall not be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or treated as distributions for purposes of computing the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Partners’ Capital Accounts.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation compensation, employment benefits and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsGeneral Partner, without the approval of the Limited Partners (who shall have no other right to vote in respect thereofthereof under this Agreement), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or other securities that the General Partner or such Affiliates are obligated to provide to any employees employees, officers and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such employee benefit plans, employee programs and employee practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or other securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and employee practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 the Management Services Agreement and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Management Services Agreement, and without duplication, the General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group and (including salary, bonus, incentive compensation and ii) all other amounts paid expenses allocable to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for otherwise incurred by the General Partner or its Affiliates in the discharge of connection 63 with its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations service as General Partner of the Partnership under any of (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the The Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner Partnership or any of its Affiliates, Affiliates in each case for the benefit of officers, employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partnership or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner Partnership or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner Partner, if any, in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership Group employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests (and, for the avoidance of doubt, any increase in the number of Units available to be awarded under the LTIP) in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner, the General Partner Group Member or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans) and (ii) all other direct and indirect expenses allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the applicable rules and regulations extent necessary to allow the Partnership Group to reduce the amount of any U.S. federal, state or local or any non-U.S. franchise or income tax or any other tax based upon the revenues or gross margin of any member of the National Securities Exchange on which Partnership Group if the Common Units are listed, tax benefit produced by the Board payment of Directorssuch management fee or fees exceeds the amount of such fee or fees. (d) The General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise in the open market to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.64.7.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this AgreementAgreement or in the Operating Partnership Agreements, the General Partner shall not be compensated for its services as a general partner or managing member of any Group MemberGeneral Partner. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including payments made for the benefit of the Partnership to or on behalf of the Operating General Partner and including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Partnership, any Group Member or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are Affiliate is obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates Affiliate of Partnership Interests Securities purchased by the General Partner or such Affiliates Affiliate from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed from the Partnership or the Partnership Group on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation compensation, employee benefits and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased ) and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are Affiliate is obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates Affiliate of Partnership Interests purchased by the General Partner or such Affiliates Affiliate from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant (represented by Class A Units). (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to Section 4.6the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to any limitations contained in the Amended and Restated Administrative Services Agreement, the General Partner shall be reimbursed on a monthly quarterly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the PartnershipGeneral Partner or its Affiliates, the General Partner, or any Group Member or any Affiliate thereofits Affiliates, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the A. The General Partner shall not be compensated for its services as a general partner or managing member General Partner of any Group Memberthe Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which the General Partner may be entitled in its capacity as the General Partner). (b) The B. Subject to Section 15.12 hereof and except as otherwise provided in any contract to which the Partnership is a party, the Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s, the General Partner’s, VICI REIT’s and any Subsidiary’s organization, business and operations. Subject to Section 15.12 hereof and except as otherwise provided in any contract to which the Partnership is a party, the Partnership shall be liable for, and shall reimburse the General Partner shall be reimbursed and VICI REIT, as applicable, on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole and absolute discretion, for any direct and indirect all sums expended by the General Partner or VICI REIT or their Subsidiaries in connection with the Partnership’s, the General Partner’s, VICI REIT’s or their Subsidiaries’ business, including, without limitation, (i) expenses it incurs that are allocable relating to the Partnership Group or payments it makes on behalf ownership of interests in and management and operation of the Partnership Group Partnership, the General Partner, VICI REIT and any Subsidiary, (including salaryii) compensation of officers and employees of the Partnership, bonusthe General Partner, incentive compensation VICI REIT or any Subsidiary, (iii) director fees and other amounts paid to any Person, including Affiliates expenses of the General Partner, to perform services for the Partnership Group VICI REIT or for their Subsidiaries, (iv) any expenses incurred by VICI REIT or the General Partner in connection with the discharge redemption or other repurchase of its duties REIT Shares or Capital Shares, (v) any expenses incurred by VICI REIT or the General Partner in connection with an offering of REIT Shares, Capital Shares or New Securities (in lieu of being issued additional Common Units or Partnership Equivalent Units, in the discretion of the General Partner), (vi) any amounts paid by the General Partner, VICI REIT or their Subsidiaries for accounting, administrative, legal, technical, management and other services rendered to the Partnership GroupPartnership, which amounts shall also include reimbursement for any Common Units purchased the General Partner, VICI REIT or their Subsidiaries, and (vii) all costs and expenses of VICI REIT being a public company, including, without limitation, costs of filings with the SEC, reports and distributions to satisfy obligations its stockholders. The Partners acknowledge that all such expenses of the Partnership under any General Partner, VICI REIT and their Subsidiaries are deemed to be for the benefit of its equity compensation plans)the Partnership. The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 Such reimbursements shall be in addition to (without duplication of) any reimbursement to of the General Partner Partner, VICI REIT or their Subsidiaries as a result of indemnification pursuant to Section 7.157.7 hereof. (c) Subject C. To the extent practicable, Partnership expenses shall be billed directly to and paid by the Partnership and, subject to Section 15.12 hereof, if and to the applicable rules and regulations extent any reimbursements to the General Partner, VICI REIT or their Subsidiaries by the Partnership pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt advances made by such Person on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsPartnership), or cause such amounts shall be treated as “guaranteed payments” within the Partnership to issue Partnership Interests in connection withmeaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts. D. The ownership of its assets, and the operation of, or pursuant tofor the benefit of, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, and the General Partner or any shall be reimbursed expenses it incurs relating to the Partnership’s ownership of its Affiliatesassets and the operation of, in each case or for the benefit of employees and directors of the Partnership, the General Partnerof, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell reimbursement to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.610.3.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Memberthe Partnership. (b) The Subject to any applicable limitations contained in the Administrative Services Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including amounts paid by the General Partner to EPCO under the Administrative Services Agreement and including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of or otherwise incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership GroupPartnership. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member the MLP General Partner or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Groupor the MLP General Partner. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates Affiliates, or directly to the applicable employees, any Partnership Interests Securities that the General Partner or such Affiliates are Affiliate is obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates Affiliate of Partnership Interests Securities purchased by the General Partner or such Affiliates Affiliate (on behalf of the applicable employees) from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s Partnership Interest as the General Partner Interest in the Partnership pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the The General Partner shall not be compensated for its services as a general partner or managing member General Partner of the Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof and the provisions of any Group Memberapplicable Unit Designation, in each case regarding distributions, payments and allocations to which the General Partner may be entitled in its capacity as the General Partner). (b) Subject to Section 7.4(d) and Section 15.12 hereof, the Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization and the ownership of each of their assets and operations. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. The Partnership shall be reimbursed liable for, and shall reimburse the General Partner, on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole and absolute discretion, for all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans, of the General Partner, or the Partnership that may provide for stock units, or phantom stock, pursuant to which employees of the General Partner, or the Partnership will receive payments based upon dividends on or the value of REIT Shares, (iii) director fees and expenses of the General Partner or its Affiliates, (iv) any direct expenses (other than the purchase price) incurred by the General Partner in connection with the redemption or other repurchase of its Capital Shares, (v) all costs and indirect expenses it incurs that are allocable of the General Partner in connection with the preparation of reports and other distributions to its stockholders and any regulatory or governmental authorities or agencies and, as applicable, all costs and expenses of the General Partner as a reporting company (including, without limitation, costs of filings with the SEC), (vi) all costs and expenses of the General Partner in connection with its operation as a REIT, (vii) all costs and expenses of the General Partner in connection with the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests and financing or refinancing of any type related to the Partnership Group or payments its assets or activities and (viii) all costs and expenses, if any, of the General Partner in connection with the entry into any reimbursement or indemnification agreement by the General Partner or its Subsidiaries; provided, however, that the amount of any reimbursement to the General Partner shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid as permitted pursuant to any Person, including Affiliates Section 7.5 hereof. The Partners acknowledge that all such expenses of the General Partner, Partner are deemed to perform services be for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations benefit of the Partnership under any of its equity compensation plans)Partnership. The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.157.7 hereof. The Partnership and the General Partner will also be authorized to cause any expenses that would otherwise be paid or borne by the Partnership to instead be paid or borne by one or more of the Partnership’s Subsidiaries, including Lineage Holdings. (c) Subject to If the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who General Partner shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options elect to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating from its stockholders Capital Shares for the purpose of delivering such Capital Shares to Partnership Interests), or cause satisfy an obligation under any dividend reinvestment program adopted by the Partnership to issue Partnership Interests in connection with, or pursuant toGeneral Partner, any employee benefit plan, employee program or employee practice maintained or sponsored stock purchase plan adopted by the Partnership, the General Partner or any of its Affiliatessimilar obligation or arrangement undertaken by the General Partner in the future, in each case for the benefit of employees and directors lieu of the Partnershiptreatment specified in Section 4.7(b), the purchase price paid by the General Partner for such Capital Shares shall be considered expenses of the Partnership and shall be advanced to the General Partner or reimbursed to the General Partner, subject to the condition that: (i) if such REIT Shares subsequently are sold by the General Partner, the General Partner shall pay or cause to be paid to the Partnership any Group Member proceeds received by the General Partner for such REIT Shares (which sales proceeds shall include the amount of dividends reinvested under any dividend reinvestment or any Affiliate similar program; provided, that a transfer of REIT Shares for Partnership Units pursuant to Section 15.1 would not be considered a sale for such purposes); and (ii) if such REIT Shares are not retransferred by the General Partner within thirty (30) days after the purchase thereof, or any the General Partner otherwise determines not to retransfer such REIT Shares, the General Partner shall cause the Partnership to redeem a number of themPartnership Units determined in accordance with Section 4.7(b), as adjusted, (x) pursuant to Section 7.5 (in respect of services performedthe event the General Partner acquires material assets, directly or indirectly, for the benefit other than on behalf of the Partnership) and (y) for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the General Partner pursuant to a pro rata distribution by the Partnership Group. The (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Partnership agrees Units held by the General Partner). (d) To the extent practicable, Partnership expenses shall be billed directly to issue and sell paid by the Partnership or one or more of its Subsidiaries, including Lineage Holdings, and, subject to Section 15.12 hereof, if and to the extent any reimbursements to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise any of its Subsidiaries pursuant to fulfill options or awards under this Section 7.4 constitute gross income to such plansPerson (as opposed to the repayment of advances made by such Person on behalf of the Partnership), programs and practices) such amounts shall be reimbursed in accordance with treated as “guaranteed payments” within the meaning of Code Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c707(c) shall constitute obligations of the General Partner hereunder and shall not be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or treated as distributions for purposes of computing the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Partners’ Capital Accounts.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listedSection 5.12(b)(iv), the Board of DirectorsGeneral Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner, the General Partner Group Member or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 6.4 and elsewhere in this Agreement or in the MLP Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Person to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased Partnership) and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership's business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the fees and expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 6.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.156.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners Limited Partner (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member Member, or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b6.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c6.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 Section 12.1 or 11.2 12.2 or the transferee of or successor to all of the General Partner’s General Partner 's Partnership Interest as a general partner in the Partnership pursuant to Section 4.611.3.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the limitations contained in the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner, the General Partner Group Member or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement or in the Operating Partnership Agreement, the General Partner shall not be compensated for its services as a general partner of the Partnership or managing member of any Group Member. (b) The Subject to any applicable limitations contained in the EPCO Agreement, the General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including amounts paid by the General Partner to EPC under the EPCO Agreement and including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership's business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listedSection 5.7, the Board of DirectorsGeneral Partner, in its sole discretion and without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit and incentive plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are Affiliate is obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates Affiliate of Partnership Interests Securities purchased by the General Partner or such Affiliates Affiliate from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit or incentive plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s 's Partnership Interest as the General Partner Interest in the Partnership pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Derivative Partnership Interests), or cause the Partnership to issue Partnership Interests or Derivative Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group or the MLP Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. ‌ (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement or in the Operating Partnership Agreement, the General Partner shall not be compensated for its services as a general partner of the Partnership or managing member of any Group Member. (b) The Subject to any applicable limitations contained in the Administrative Services Agreement, the General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including amounts paid by the General Partner to EPCO under the Administrative Services Agreement and including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.15.7.7.‌ (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit and incentive plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates Affiliates, or directly to the applicable employees, any Partnership Interests Securities that the General Partner or such Affiliates are Affiliate is obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates Affiliate of Partnership Interests Securities purchased by the General Partner or such Affiliates Affiliate (on behalf of the applicable employees) from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit or incentive plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s Partnership Interest as the General Partner Interest in the Partnership pursuant to Section 4.6.4.6.‌

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Subject to the Administrative Services Agreement, the General Partner shall not be compensated for and its services as a general partner or managing member of any Group Member. (b) The General Partner Affiliates shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it the General Partner incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. (cb) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(b) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (c) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees. (d) The General Partner and its Affiliates may enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner, the General Partner Group Member or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person (including Affiliates of the General Partner), to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses reasonably allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or any member of the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee exceeds the amount of such fee. (cb) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees employees, officers, consultants and directors of the Partnership, the General Partner, any Group Member Partner or any Affiliate thereof, or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, officers, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(b) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5, the Management Services Agreements and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased ) and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Partners Shareholders (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Derivative Partnership Interests), or cause the Partnership to issue Partnership Interests or Derivative Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner or any of its Affiliates in each case for the benefit of officers, employees and directors of the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determine, in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner in its sole discretion shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listedThe General Partner may, the Board of Directorsin its sole discretion, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee Group equity benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of or reservation of issuance of Partnership Interests Securities or options to purchase or options, rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue or to reserve for issuance Partnership Interests Securities or options, rights, warrants or appreciation rights relating to Partnership Securities in connection with, or pursuant to, any employee such equity benefit plan, employee program or employee practice or any equity benefit plan, program or practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, Affiliates in respect of services performed, performed directly or indirectly, indirectly for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities or options, rights, warrants or appreciation rights relating to Partnership Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee equity benefit plans, employee programs or employee practicespractices maintained or sponsored by them. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities or options, rights, warrants or appreciation rights relating to Partnership Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee equity benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Interest.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person (including Affiliates of the General Partner, ) to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5(a) shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (b) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee of such management fee or fees exceeds the amount of such fee or fees. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, any Group Member or their Affiliates, or any of them, in each case for the benefit of employees employees, officers, consultants and directors of the Partnership, the General Partner, any Group Member Partner or any Affiliate thereof, or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, officers, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation compensation, employment benefits and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation compensation, employment benefits and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees. Rhino Resource Partners LP Fourth Amended and Restated Agreement of Limited Partnership

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 6.4 and elsewhere in this Agreement or in the MLP Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Person to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased Partnership) and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 6.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.156.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners Limited Partner (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member Member, or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b6.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c6.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 Section 12.1 or 11.2 12.2 or the transferee of or successor to all of the General Partner’s General Partner Partnership Interest as a general partner in the Partnership pursuant to Section 4.611.3.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation compensation, employment benefits and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which including for amounts shall also include reimbursement for any Common Units purchased paid under the Omnibus Agreement), and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates employees any Partnership Interests Securities that the General Partner or such Affiliates are is obligated to provide to any such employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6hereunder.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Derivative Partnership Interests), or cause the Partnership to issue Partnership Interests or Derivative Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group or the MLP Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.7.4

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.15.7.7. ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement or in the Operating Partnership Agreement, the General Partner shall not be compensated for its services as a general partner of the Partnership or managing member of any Group Member. (b) The Subject to any applicable limitations contained in the Administrative Services Agreement, the General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including amounts paid by the General Partner to EPCO under the Administrative Services Agreement and including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit and incentive plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates Affiliates, or directly to the applicable employees, any Partnership Interests Securities that the General Partner or such Affiliates are Affiliate is obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.employee

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 the Management Services Agreement and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Management Services Agreement, and without duplication, the General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group and (including salary, bonus, incentive compensation and ii) all other amounts paid expenses allocable to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for otherwise incurred by the General Partner or its Affiliates in the discharge of connection 64 with its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations service as General Partner of the Partnership under any of (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the The Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner Partnership or any of its Affiliates, Affiliates in each case for the benefit of officers, employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partnership or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner Partnership or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner Partner, if any, in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person (including Affiliates of the General Partner), to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine in good faith the expenses that are allocable to the General Partner or any member of the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.15.7.7. The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee exceeds the amount of such fee. PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (cb) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including the PBF Logistics LP Long-Term Incentive Plan and other plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests (or other awards under the PBF Logistics LP Long-Term Incentive Plan) in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees employees, officers, consultants and directors of the Partnership, the General Partner, any Group Member Partner or any Affiliate thereof, or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and or sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, officers, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(b) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner NSLP GP shall be reimbursed by the Partnership Group on a monthly basis, or such other basis as the Board of Directors NSLP GP may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person (including Affiliates of the General Partner, ) to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the General Partner or any member of the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee exceeds the amount of such fee. (cb) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees employees, officers, consultants and directors of the Partnership, the General Partner, any Group Member Partner or any Affiliate thereof, or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, officers, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates Affiliates, from the Partnership or otherwise otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(a). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(b) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the A. The General Partner shall not be compensated for its services as a general partner or managing member General Partner of any Group Memberthe Partnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof regarding distributions, payments and allocations to which the General Partner may be entitled in its capacity as the General Partner). (b) The B. Subject to Sections 7.4.0 and 15.12 hereof, the Partnership shall be liable for, and shall reimburse the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole and absolute discretion, for any direct and indirect all sums expended in connection with the Partnership’s business, including, without limitation, (i) expenses it incurs that are allocable relating to the ownership of interests in and management and operation of, or for the benefit of, the Partnership, (ii) compensation of officers and employees, including, without limitation, payments under future compensation plans, of the General Partner or the Partnership Group that may provide for stock units, or phantom stock, pursuant to which employees of the General Partner or the Partnership will receive payments based upon dividends on or the value of REIT Shares, (iii) director or manager fees and expenses of the General Partner or its Affiliates, and (iv) all costs and expenses of the General Partner being a public company, including costs of filings with the SEC, reports and other deliveries to its stockholders; provided, however, that the amount of any reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans). The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements as permitted pursuant to this Section 7.12 7.3 hereof. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.15. (c) Subject 7.7 hereof. For this avoidance of doubt, this Section 7.4.B does not apply to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner’s income tax liabilities (including income-based franchise tax liabilities), any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell does not apply to the General Partner amount of franchise tax liabilities (if measured by net worth, taxable capital or any of its Affiliates any Partnership Interests that similar bases under applicable state or local law) to the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred extent the same would not have been owed by the General Partner but for its lack of REIT qualification and taxation in connection with a particular taxable year, it being understood that in each such case any such plans, programs and practices (including tax liabilities remain the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations obligation of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6itself.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Partnership shall pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Partnership (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Partnership) incurred in pursuing and conducting, or otherwise related to, the activities of the Partnership. The Partnership shall also, in the sole discretion of the General Partner, bear and/or reimburse the General Partner shall be reimbursed on a monthly basisfor (i) any costs, fees or such other basis expenses incurred by the General Partner in connection with serving as the Board of Directors may determine, for any direct General Partner and indirect (ii) all other expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). To the extent that the General Partner determines in its sole discretion that such expenses are related to the business and affairs of the General Partner that are conducted through the Partnership Group (including expenses that relate to the business and affairs of the Partnership Group and that also relate to other activities of the General Partner), the General Partner may cause the Partnership to pay or bear all expenses of the General Partner, including without limitation, costs of securities offerings not borne directly by Partners, board of directors compensation and meeting costs, salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge Partner, cost of its duties periodic reports to Unitholders, litigation costs and damages arising from litigation, accounting and legal costs and franchise taxes, provided that the Partnership Group, which amounts shall also include reimbursement for not pay or bear any Common Units purchased to satisfy income tax obligations of the Partnership under any of its equity compensation plans). The Board of Directors shall determine the expenses that are allocable to the Partnership GroupGeneral Partner. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listedThe General Partner may, the Board of Directorsin its sole discretion, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee Group equity benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of or reservation of issuance of Partnership Interests Securities or options to purchase or options, rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue or to reserve for issuance Partnership Interests Securities or options, rights, warrants or appreciation rights relating to Partnership Securities in connection with, or pursuant to, any employee such equity benefit plan, employee program or employee practice or any equity benefit plan, program or practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, Affiliates in respect of services performed, performed directly or indirectly, indirectly for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities or options, rights, warrants or appreciation rights relating to Partnership Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee equity benefit plans, employee programs or employee practicespractices maintained or sponsored by them. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities or options, rights, warrants or appreciation rights relating to Partnership Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee equity benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Interest.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 the Management Services Agreement and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Management Services Agreement, and without duplication, the General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group and (including salary, bonus, incentive compensation and ii) all other amounts paid expenses allocable to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for otherwise incurred by the General Partner or its Affiliates in the discharge of connection with its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations service as General Partner of the Partnership under any of (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the The Board of Directors, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner Partnership or any of its Affiliates, Affiliates in each case for the benefit of officers, employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partnership or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner Partnership or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner Partner, if any, in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.. 857826.02-WILSR01A - MSW

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the limitations contained in the Omnibus Agreement, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Securities or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue Partnership Interests Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner, the General Partner Group Member or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest (represented by General Partner Units) pursuant to Section 4.6.. 47

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group Partnership, (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership GroupPartnership), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listedSection 5.6, the Board of DirectorsGeneral Partner, in its sole discretion and without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests Units or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsUnits), or cause the Partnership to issue Partnership Interests Securities, in connection with, or pursuant to, to any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Units or other Partnership Interests Securities that the General Partner or such Affiliates are Affiliate is obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates Affiliate of Units or other Partnership Interests Securities purchased by the General Partner or such Affiliates Affiliate from the Partnership or otherwise to fulfill options or awards under such plans, programs and arid practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Partnership Interest as a general partner in the Partnership pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or Interests, options to purchase Partnership Interests or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner, the General Partner any Group Member or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group or the MLP Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) 7.4.1 Except as provided in this Section 7.12 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) 7.4.2 The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the Board of Directors General Partner may determine, in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, Person including Affiliates of the General Partner, Partner to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner in its sole discretion shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed7.4.3 The General Partner may, the Board of Directorsin its sole discretion, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee Group equity benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of or reservation of issuance of Partnership Interests Securities or options to purchase or options, rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership InterestsSecurities), or cause the Partnership to issue or to reserve for issuance Partnership Interests Securities or options, rights, warrants or appreciation rights relating to Partnership Securities in connection with, or pursuant to, any employee such equity benefit plan, employee program or employee practice or any equity benefit plan, program or practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, Affiliates in respect of services performed, performed directly or indirectly, indirectly for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests Securities or options, rights, warrants or appreciation rights relating to Partnership Securities that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee equity benefit plans, employee programs or employee practicespractices maintained or sponsored by them. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests Securities or options, rights, warrants or appreciation rights relating to Partnership Securities purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b)7.4.2. Any and all obligations of the General Partner under any employee equity benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) 7.4.3 shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6Interest.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the A. The General Partner shall not be compensated for its services as a general partner or managing member of any Group Memberthe Partnership except as provided elsewhere in this Agreement. (b) The B. Subject to Sections 7.4.C and 15.11 hereof, the Partnership shall be liable, and shall reimburse the General Partner shall be reimbursed on a monthly basis, basis (or such other basis as the Board of Directors General Partner may determinedetermine in its sole and absolute discretion), for any direct and indirect expenses it incurs that are allocable to all sums expended in connection with the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans)Partnership's business. The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 Any such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 7.157.7 hereof. (c) Subject C. To the extent practicable, Partnership expenses shall be billed directly to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored paid by the Partnership. Subject to Section 15.11 hereof, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell reimbursements to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plansPartnership shall be allowed, programs and practices (including however, for the net actual cost to the General Partner or such any of its Affiliates of operating and other expenses of the Partnership, including, without limitation, the actual cost of goods, materials and administrative services related to (i) Partnership Interests purchased by operations, (ii) Partnership accounting, (iii) communications with Partners, (iv) legal services, (v) tax services, (vi) computer services, (vii) risk management, (viii) mileage and travel expenses and (ix) such other related operational and administrative expenses as are necessary for the prudent organization and operation of the Partnership. "Actual cost of goods and materials" means the actual cost to the General Partner or such any of its Affiliates from of goods and materials used for or by the Partnership or otherwise obtained from entities not affiliated with the General Partner, and "actual cost of administrative services" means the pro rata cost of personnel (as if such persons were employees of the Partnership) providing administrative services to fulfill options or awards under the Partnership. The cost for such plans, programs and practices) shall services to be reimbursed in accordance with Section 7.12(b). Any and all obligations of to the General Partner under or any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and Affiliate thereof shall be assumed by any successor General Partner approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all lesser of the General Partner’s 's or Affiliate's actual cost, or the amount the Partnership would be required to pay to independent parties for comparable administrative services in the same geographic location. Notwithstanding the foregoing, the Partnership shall not reimburse the General Partner Interest or any Affiliate thereof under this Section 7.4 for: (1) Any rent, depreciation, utilities or other administrative items generally constituting the General Partner's or Affiliate's overhead; or (2) Any of the salaries or fringe benefits incurred or allocated to any Controlling Person of any General Partner or any Affiliate thereof. Subject to Section 15.11 hereof, reimbursements to the General Partner or any of its Affiliates by the Partnership pursuant to this Section 4.67.4 shall be treated as "guaranteed payments" within the meaning of Code Section 707(c).

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors may determine, for any direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans). The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.15. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 7.5 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.8. Any allocation of expenses to the Partnership by the General Partner in a manner consistent with its or its Affiliates’ past business practices shall be deemed to have been made in good faith. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Derivative Partnership Interests), or cause the Partnership to issue Partnership Interests or Derivative Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner or any of its Affiliates in each case for the benefit of officers, employees and directors of the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.64.10. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees. (e) The General Partner and its Affiliates may enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 6.4 and elsewhere in this Agreement or in the MLP Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determinedetermine in its sole discretion, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, Person to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased Partnership) and (ii) all other necessary or appropriate expenses allocable to satisfy obligations of the Partnership under any of or otherwise reasonably incurred by the General Partner in connection with operating the Partnership's business (including expenses allocated to the General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Groupin any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.12 6.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.156.7. (c) Subject to the applicable rules The General Partner, in its sole discretion and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners Limited Partner (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member Member, or any Affiliate thereofAffiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b6.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c6.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections 11.1 Section 12.1 or 11.2 12.2 or the transferee of or successor to all of the General Partner’s General Partner 's Partnership Interest as a general partner in the Partnership pursuant to Section 4.611.3.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 ‎Section 7.5 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), which amounts shall also include reimbursement for any Common Units purchased and (ii) all other expenses allocable to satisfy obligations of the Partnership under any of Group or otherwise incurred by the General Partner or its equity compensation plansAffiliates in connection with managing and operating the Partnership Group’s business and affairs (including expenses allocated to the General Partner by its Affiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 ‎Section 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.15‎Section 7.8. Any allocation of expenses to the Partnership by the General Partner in a manner consistent with its or its Affiliates past business practices shall be deemed to have been made in good faith. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Partners (who shall have no right to vote in respect thereof)Limited Partners, may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Derivative Partnership Interests), or cause the Partnership to issue Partnership Interests or Derivative Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the PartnershipGeneral Partner or any of its Affiliates in each case for the benefit of officers, employees and directors of the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or Derivative Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees officers, employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or Derivative Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b‎Section 7.5(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c‎Section 7.5(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections ‎Section 11.1 or ‎Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section ‎Section 4.6. (d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors may determine, for any direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased to satisfy obligations of the Partnership under any of its equity compensation plans). The Board of Directors shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.14. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of Directors, without the approval of the Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner or its Affiliates in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b). Any and all obligations of the General Partner or its Affiliates under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Reimbursement of the General Partner. (a) Except as provided in this Section 7.12 the Management Services Agreement and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member. (b) The Subject to the Management Services Agreement, and without duplication, the General Partner shall be reimbursed on a monthly basis, or such other basis as the Board of Directors General Partner may determine, for any (i) all direct and indirect expenses it incurs that are allocable to the Partnership Group or payments it makes on behalf of the Partnership Group and (including salary, bonus, incentive compensation and ii) all other amounts paid expenses allocable to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for otherwise incurred by the General Partner or its Affiliates in the discharge of its duties to connection with managing and operating the Partnership Group, which amounts shall also include reimbursement for any Common Units purchased ’s business and affairs (including expenses allocated to satisfy obligations of the Partnership under any of General Partner by its equity compensation plansAffiliates). The Board of Directors General Partner shall determine the expenses that are allocable to the Partnership Group. Reimbursements pursuant to this Section 7.12 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.157.7. This provision does not affect the ability of the General Partner and its Affiliates to enter into an agreement to provide services to any Group Member for a fee or otherwise than for cost. (c) Subject to the applicable rules and regulations of the National Securities Exchange on which the Common Units are listed, the Board of DirectorsThe General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the Partnership, the General Partner or any of its Affiliates, Affiliates in each case for the benefit of employees and directors of the Partnership, the General Partner, any Group Member or any Affiliate thereof, Partner or any of themits Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees employees, consultants and directors pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates from the Partnership or otherwise to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.12(b7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.12(c7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Sections Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.