Common use of Reimbursement of the General Partner Clause in Contracts

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnership) 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, 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The General Partner in its sole discretion and without the approval of the Limited Partner may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of the General Partner, the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the A. The General Partner shall not be compensated for its services as general partner General Partner of the 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. 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 (b) ’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 General Partner may determine in its sole and absolute discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of sums expended in connection with the Partnership (Partnership’s business, including, without limitation, amounts paid (i) expenses relating to any Person to perform services the ownership of interests in and management and operation of, or for the benefit of, the Partnership) and , (ii) that portion compensation of the General Partner's or its Affiliates' legalofficers and employees, accounting, investor communications, utilities, telephone, secretarial, travel, entertainment, bookkeeping, reporting, data processing, office rent and other office expenses (including, without limitation, overhead charges)payments under future compensation plans, salariesof 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 other compensation and benefit expenses of employeesthe General Partner or its Affiliates, officers and directors, (iv) any expenses (other administrative or overhead expenses and all other expenses, in each such case, necessary or appropriate to than the conduct of the Partnership's business and allocable to the Partnership or otherwise purchase price) incurred by the General Partner in connection with operating the Partnership's business redemption or other repurchase of its Capital Shares, (v) all costs and expenses 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 allocated to of the General Partner by in connection with its Affiliates). The operation as a REIT, and (vii) all costs and expenses of the General Partner shall determine in connection with the fees offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests and expenses that are allocable financing or refinancing of any type related to the Partnership in or its assets or activities; provided, however, that the amount of any reasonable manner determined reimbursement shall be reduced by any interest earned by the General Partner in its sole discretionwith respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership as permitted pursuant to Section 7.5 hereof. The Partners acknowledge that all such expenses of the General Partner are deemed to be for the benefit of the Partnership. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding 7.7 hereof. C. If the foregoing grant General Partner shall elect to purchase from its stockholders Capital Shares for the purpose of authority, expenses for administrative services and overhead allocated pursuant delivering such Capital Shares to this Section 6.4(b) to the Partnership, the Investor Partnership and satisfy an obligation under any dividend reinvestment program adopted by the General Partner, any employee stock purchase plan adopted by the General Partner or any similar obligation or arrangement undertaken by the General Partner in the future, in lieu of the treatment specified in Section 4.7.B., the purchase price paid by the General Partner for such Capital Shares shall be considered together, by Duke expenses of the Partnership and shall be advanced to the General Partner or its Affiliates (excluding reimbursed to the General Partner, subject to the condition that: (1) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The General Partner in its sole discretion and without the approval of the Limited Partner may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of 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 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 any 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 the General Partner otherwise determines not to retransfer such REIT Shares, the General Partner shall cause the Partnership to redeem a number of them Partnership Units determined in respect of services performedaccordance with Section 4.7.B, directly or indirectlyas adjusted, for (x) pursuant to Section 7.5 (in the benefit event the General Partner acquires material assets, 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 (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 Units held by the General Partner). D. 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 extent any reimbursements to the General Partner or any of its Affiliates by the Partnership pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Partnership), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnership) ), 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 reasonably allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the Partnership's business (including, without limitation, expenses allocated to the General Partner by its AffiliatesAffiliates and payments made by the General Partner to DeepTech pursuant to the Management Agreement dated as of July 1, 1992). Any accruals by the General Partner of the expected cost of 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, to the extent properly allocable thereto. The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The Subject to Section 4.4(c), the General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt adopt, on behalf of the Partnership Partnership, employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of the General Partner, the Partnership Partnership, the Operating Companies or any Affiliate of any of them in respect of services performed, performed directly or indirectly, for the benefit of the PartnershipPartnership or the Operating Companies.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the The General Partner shall not be compensated for its services as general partner General Partner of the PartnershipPartnership except as provided in this Agreement (including the provisions of Articles 5 and 6 hereof and the provisions of any applicable 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 General Partner may determine in its sole and absolute discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of sums expended in connection with the Partnership (Partnership’s business, including, without limitation, amounts paid (i) expenses relating to any Person to perform services the ownership of interests in and management and operation of, or for the benefit of, the Partnership) and , (ii) that portion compensation of the General Partner's or its Affiliates' legalofficers and employees, accounting, investor communications, utilities, telephone, secretarial, travel, entertainment, bookkeeping, reporting, data processing, office rent and other office expenses (including, without limitation, overhead charges)payments under future compensation plans, salariesof 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 other compensation and benefit expenses of employeesthe General Partner or its Affiliates, officers and directors, (iv) any expenses (other administrative or overhead expenses and all other expenses, in each such case, necessary or appropriate to than the conduct of the Partnership's business and allocable to the Partnership or otherwise purchase price) incurred by the General Partner in connection with operating the Partnership's business redemption or other repurchase of its Capital Shares, (v) all costs and expenses 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 allocated 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 or 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 its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined interest earned by the General Partner in its sole discretionwith respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership as permitted pursuant to Section 7.5 hereof. The Partners acknowledge that all such expenses of the General Partner are deemed to be for the benefit of the Partnership. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 6.77.7 hereof. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor The Partnership and the General PartnerPartner 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, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999including Lineage Holdings. (c) The If the General Partner shall elect to purchase from its stockholders Capital Shares for the purpose of delivering such Capital Shares to satisfy an obligation under any dividend reinvestment program adopted by the General Partner, any employee stock purchase plan adopted by the General Partner or any similar obligation or arrangement undertaken by the General Partner in its sole discretion and without the approval future, in lieu of the Limited treatment specified in Section 4.7(b), the purchase price paid by the General Partner may propose and adopt on behalf for such Capital Shares shall be considered expenses of the Partnership employee benefit plans and shall be advanced to the General Partner or reimbursed to the General Partner, subject to the condition that: (including, without limitation, plans involving the issuance of Units), for the benefit of employees of 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 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 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 the General Partner otherwise determines not to retransfer such REIT Shares, the General Partner shall cause the Partnership to redeem a number of Partnership Units determined in accordance with Section 4.7(b), as adjusted, (x) pursuant to Section 7.5 (in the event the General Partner acquires material assets, 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 (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 Units held by the General Partner). (d) To the extent practicable, Partnership expenses shall be billed directly to and 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 by the Partnership or any Affiliate of any its Subsidiaries pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of them in respect of services performed, directly or indirectly, for the benefit advances made by such Person on behalf of the Partnership), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this AgreementAgreement or in the Operating Partnership Agreements, the General Partner shall not be compensated for its services as general partner of the PartnershipPartnership or any Subsidiary. (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 General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person including EPCO and its Affiliates under the Administrative Services Agreement, to perform services for the Partnershipbenefit of the Partnership or any Subsidiary and including payments made for the benefit of the Partnership to or on behalf of the Operating General Partner or any of the Operating Partnerships) and (ii) that portion of the General Partner's ’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 ’s business and allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the Partnership's ’s business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of LP Units), for the benefit of employees of the General Partner, the Partnership Partnership, any Subsidiary or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipPartnership or any Subsidiary.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, 56 amounts paid to any Person to perform services for the Partnership) ), 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 reasonably allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the Partnership's business (including, without limitation, expenses allocated to the General Partner by its AffiliatesAffiliates and payments made by the General Partner to DeepTech pursuant to the Management Agreement dated as of July 1, 1992). Any accruals by the General Partner of the expected cost of 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, to the extent properly allocable thereto. The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The Subject to Section 4.4(c), the General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt adopt, on behalf of the Partnership Partnership, employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of the General Partner, the Partnership Partnership, the Operating Companies or any Affiliate of any of them in respect of services performed, performed directly or indirectly, for the benefit of the PartnershipPartnership or the Operating Companies.

Reimbursement of the General Partner. (a) A. Except as provided in this Section 6.4 7.4 and elsewhere in this AgreementAgreement (including the provisions of Articles V and VI regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. B. The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s and the General Partner’s organization, the ownership of their assets and their operations including, without limitation, (bi) all expenses relating to their formation and continuity of existence, (ii) all expenses relating to any offerings and registrations of securities, (iii) all expenses associated with their preparation and filing of any periodic reports under federal, state or local laws or regulations, (iv) all expenses associated with their compliance with applicable laws, rules and regulations, and (iv) all other operating or administrative costs incurred in the ordinary course of their business. The General Partner is hereby authorized to pay compensation for accounting, administrative, legal, technical, management and other services rendered to the Partnership. Except to the extent provided in this Agreement, the General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for (i) all direct expenses that the General Partner and indirect expenses it incurs its Affiliates incur relating to the ownership and operation of, or payments it makes on behalf of for the benefit of, the Partnership (including, without limitation, amounts paid to administrative expenses); provided, that the amount of any Person to perform services for the Partnership) 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, 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 reimbursement shall be reduced by any interest earned by the General Partner in connection with operating respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership's business (including, without limitation, . The Partners acknowledge that all such expenses allocated to of the General Partner by its Affiliates). The General Partner shall determine are deemed to be for the fees and expenses that are allocable to benefit of the Partnership in any reasonable manner determined by the General Partner in its sole discretionPartnership. Such reimbursements reimbursement shall be in addition to any reimbursement to the General Partner made as a result of indemnification pursuant to Section 6.77.7 hereof. Notwithstanding In the foregoing grant event that certain expenses are incurred for the benefit of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and other entities (including the General Partner), considered together, by Duke or its Affiliates (excluding such expenses will be allocated to the General Partner) shall not exceed $25,000 Partnership and such other entities in each month commencing January 1, 1999. (c) The such a manner as the General Partner in its sole and absolute discretion deems fair and without the approval of the Limited Partner may propose reasonable. All payments and adopt on behalf reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership employee benefit plans (includingincurred on its behalf, without limitation, plans involving the issuance of Units), for the benefit of employees and not as expenses of the General Partner, the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, including amounts paid to any Person to perform services to or for the Partnership) 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, including overhead charges), salaries, fees and other compensation and benefit expenses of employees, officers and directors, 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 19996.7 hereof. (c) The Subject to Section 4.4(c) hereof, the General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership Partnership, employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of the General Partner, the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership.the

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services serviced as general partner of the Partnership (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnership) 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, 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke PEC or its Affiliates (excluding the General Partner) shall not exceed $25,000 5 million in 1990 and $4 million in each month commencing January 1year thereafter during the Support Period (as defined in the Investor Partnership Agreement), 1999subject to a reasonable adjustment for inflation beginning in 1992. (c) The General Partner in its sole discretion and without the approval of the Limited Partner may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of the General Partner, the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnership) and (ii) that portion of the General Partner's ’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 ’s business and reasonably allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the Partnership's ’s business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of UnitsUnits of the Investor Partnership), for the benefit of employees of the General Partner, the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement or in the Operating Partnership Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership or the Operating Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnership) and (ii) that portion of the General Partner's ’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 ’s business and reasonably allocable to the Partnership or otherwise incurred by the General Partner in connection with operating the Partnership's ’s business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of the General Partner, the Partnership, the Operating Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership or the Operating Partnership.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement or in the Operating Partnership Agreement, the General Partner shall not be compensated for its services as general partner of the PartnershipPartnership or any Subsidiary. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnership) 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of LP Units), for the benefit of employees of the General Partner, the Partnership Partnership, any Subsidiary or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipPartnership or any Subsidiary.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement or in the Operating Partnership Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership or the Operating Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnership) ), 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). Any accruals by the General Partner of the expected cost of 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 General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The Subject to Section 4.4(c), the General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of the General Partner, the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership.employee

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership and any Subsidiary (including, without limitation, amounts paid to any Person to perform services for the Partnership) Partnership 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). Any accruals by the General Partner of the expected cost of 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 General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999.45 (c) The Subject to Section 4.4(c), the General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of Units, other than I-Units), for the benefit of employees of the General Partner, the Partnership Partnership, any Subsidiary or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipPartnership or any Subsidiary.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement or in the Operating Partnership Agreement, the General Partner shall not be compensated for its services as general partner of the PartnershipPartnership or any Subsidiary. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnership) 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of the General Partner, the Partnership Partnership, any Subsidiary or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipPartnership or any Subsidiary.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, including amounts paid to any Person to perform services to or for the Partnership) 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, including overhead charges), salaries, fees and other compensation and benefit expenses of employees, officers and directors, 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 19996.7 hereof. (c) The Subject to Section 4.4(c) hereof, the General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership Partnership, employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit 49 of employees of the General Partner, the Partnership Partnership, any Subsidiary or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipPartnership or any Subsidiary.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the The General Partner shall not be compensated for its services as general partner General Partner of the PartnershipPartnership 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) 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 General Partner may determine in its sole and absolute discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of sums expended in connection with the Partnership (Partnership’s business, including, without limitation, amounts paid (i) expenses relating to any Person to perform services the ownership of interests in and management and operation of, or for the benefit of, the Partnership) and , (ii) that portion compensation of the General Partner's or its Affiliates' legalofficers and employees, accounting, investor communications, utilities, telephone, secretarial, travel, entertainment, bookkeeping, reporting, data processing, office rent and other office expenses (including, without limitation, overhead charges)payments under future compensation plans, salariesof 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 other compensation and benefit expenses of employeesthe General Partner or its Affiliates, officers and directors, (iv) any expenses (other administrative or overhead expenses and all other expenses, in each such case, necessary or appropriate to than the conduct of the Partnership's business and allocable to the Partnership or otherwise purchase price) incurred by the General Partner in connection with operating the Partnership's business redemption or other repurchase of its Capital Shares, (v) all costs and expenses 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 allocated to of the General Partner by in connection with its Affiliates). The operation as a REIT, and (vii) all costs and expenses of the General Partner shall determine in connection with the fees offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests and expenses that are allocable financing or refinancing of any type related to the Partnership in or its assets or activities; provided, however, that the amount of any reasonable manner determined reimbursement shall be reduced by any interest earned by the General Partner in its sole discretionwith respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership as permitted pursuant to Section 7.5 hereof. The Partners acknowledge that all such expenses of the General Partner are deemed to be for the benefit of the Partnership. Such reimbursements shall be in addition to any reimbursement to of the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 19997.7 hereof. (c) The If the General Partner shall elect to purchase from its stockholders Capital Shares for the purpose of delivering such Capital Shares to satisfy an obligation under any dividend reinvestment program adopted by the General Partner, any employee stock purchase plan adopted by the General Partner or any similar obligation or arrangement undertaken by the General Partner in its sole discretion and without the approval future, in lieu of the Limited treatment specified in Section 4.7(b)., the purchase price paid by the General Partner may propose and adopt on behalf for such Capital Shares shall be considered expenses of the Partnership employee benefit plans and shall be advanced to the General Partner or reimbursed to the General Partner, subject to the condition that: (including, without limitation, plans involving the issuance of Units), for the benefit of employees of 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 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 any 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 30 days after the purchase thereof, or the General Partner otherwise determines not to retransfer such REIT Shares, the General Partner shall cause the Partnership to redeem a number of them Partnership Units determined in respect of services performedaccordance with Section 4.7(b), directly or indirectlyas adjusted, for (x) pursuant to Section 7.5 (in the benefit event the General Partner acquires material assets, 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 (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 Units held by the General Partner). (d) 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 extent any reimbursements to the General Partner or any of its Affiliates by the Partnership pursuant to this Section 7.4 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Partnership), such amounts shall be treated as “guaranteed payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement or in any Operating Subsidiary Agreement, the General Partner shall not be compensated for its services as general partner of the PartnershipPartnership or on behalf of any Operating General Partner or any Operating Subsidiary. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership and any Operating Subsidiary (including, without limitation, amounts paid to any Person to perform services for the Partnership) Partnership or for the benefit of the Partnership or to or on behalf of any Operating Subsidiary or Operating General Partner), 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). Any accruals by the General Partner of the expected cost of providing all forms of post-retirement benefits to employees or 43 former employees of the General Partner and their beneficiaries and qualified dependents will be borne by the Partnership. The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The Subject to Section 4.4(c), the General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of Units, other than I-Units), for the benefit of employees of the General Partner, any Operating General Partner, the Partnership Partnership, any Operating Subsidiary or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipPartnership or any Operating Subsidiary.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this AgreementAgreement or in the Operating Partnership Agreements, the General Partner shall not be compensated for its services as general partner of the PartnershipPartnership or any Subsidiary. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnershipbenefit of the Partnership or any Subsidiary and including payments made for the benefit of the Partnership to or on behalf of the Operating General Partner or any of the Operating Partnerships) 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1, 1999. (c) The General Partner in its sole discretion and without the approval of the Limited Partner Partners may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of LP Units), for the benefit of employees of the General Partner, the Partnership Partnership, any Subsidiary or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the PartnershipPartnership or any Subsidiary.

Reimbursement of the General Partner. (a) Except as provided in this Section 6.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as general partner of the Partnership (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including, without limitation, amounts paid to any Person to perform services for the Partnership) 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, 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 Partnership's business (including, without limitation, expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the fees and expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Such reimbursements shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 6.7. Notwithstanding the foregoing grant of authority, expenses for administrative services and overhead allocated pursuant to this Section 6.4(b) to the Partnership, the Investor Partnership and the General Partner, considered together, by Duke or its Affiliates (excluding the General Partner) shall not exceed $25,000 in each month commencing January 1month, 1999unless expressly agreed otherwise. (c) The General Partner in its sole discretion and without the approval of the Limited Partner may propose and adopt on behalf of the Partnership employee benefit plans (including, without limitation, plans involving the issuance of Units), for the benefit of employees of the General Partner, the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership.