Common use of Reimbursement of the Manager Clause in Contracts

Reimbursement of the Manager. (a) Except as provided in this Section 6.17 and elsewhere in this Agreement, the Manager shall not be compensated for its services as manager or general partner of any Company Group Member. (b) The Manager shall be reimbursed on a monthly basis, or such other reasonable basis as the Manager may determine, in its sole discretion, for: (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Company Group (including salary, bonus, incentive compensation and other amounts paid to any Person including Affiliates of the Manager to perform services for the Company Group or for the Manager in the discharge of its duties to the Company Group); and (ii) all other expenses allocable to the Company Group or otherwise incurred by the Manager in connection with operating the Company Group’s business (including expenses allocated to the Manager by its Affiliates). The Manager in its sole discretion shall determine the expenses that are allocable to the Company Group. Reimbursements pursuant to this Section 6.17 shall be in addition to any reimbursement to the Manager as a result of indemnification pursuant to Section 6.20. (c) The Manager may, in its sole discretion, without the approval of the other Members (who shall have no right to vote in respect thereof), propose and adopt on behalf of the Company Group equity benefit plans, programs and practices (including plans, programs and practices involving the issuance of Company securities or options, rights, warrants or appreciation rights relating to Company securities), or cause the Company to issue Company securities or options, rights, warrants or appreciation rights relating to Company securities in connection with, or pursuant to, any such equity benefit plan, program or practice or any equity benefit plan, program or practice maintained or sponsored by the Manager or any of its Affiliates in respect of services performed directly or indirectly for the benefit of the Company Group. The Company agrees to issue and sell to the Manager or any of its Affiliates any Company securities or options, rights, warrants or appreciation rights relating to Company securities that the Manager or such Affiliates are obligated to provide pursuant to any equity benefit plans, programs or practices maintained or sponsored by them. Expenses incurred by the Manager in connection with any such plans, programs and practices (including the net cost to the Manager or such Affiliates of Company securities or options, rights, warrants or appreciation rights relating to Company securities purchased by the Manager or such Affiliates from the Company to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 6.17(b).

Reimbursement of the Manager. (a) Except as provided in this Section 6.17 7.6 and elsewhere in this Agreement, the Manager shall not be compensated for its services as manager a managing member or general partner of any Company Group Member. (b) The Manager shall be reimbursed on a monthly basis, or such other reasonable basis as the Manager may determine, in its sole discretion, for: for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Company Group (including salary, bonus, incentive compensation and other amounts paid to any Person including Affiliates of the Manager to perform services for the Company Group or for the Manager in the discharge of its duties to the Company Group); , and (ii) all other expenses allocable to the Company Group or otherwise incurred by the Manager in connection with operating the Company Group’s business (including expenses allocated to the Manager by its Affiliates). The Manager in its sole discretion shall determine the expenses that are allocable to the Company Group. Reimbursements pursuant to this Section 6.17 7.6 shall be in addition to any reimbursement to the Manager as a result of indemnification pursuant to Section 6.207.9. (c) The Manager may, in and its sole discretionAffiliates may charge any member of the Company Group a management fee to the extent necessary to allow the Company 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 Company 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 Manager, without the approval of the other Non-Managing Members (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Company Group equity benefit plans, programs and practices (including plans, programs and practices involving the issuance of Company securities Membership Interests or options, options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Company securitiesMembership Interests), or cause the Company to issue Company securities or options, rights, warrants or appreciation rights relating to Company securities Membership Interests in connection with, or pursuant to, any such equity benefit plan, program or practice or any equity benefit plan, program or practice maintained or sponsored by the Manager or any of its Affiliates Affiliates, in each case for the benefit of employees and directors of the Manager or its Affiliates, any Group Member or their Affiliates, or any of them, in respect of services performed performed, directly or indirectly indirectly, for the benefit of the Company Group. The Company agrees to issue and sell to the Manager or any of its Affiliates any Company securities or options, rights, warrants or appreciation rights relating to Company securities Membership Interests that the Manager or such Affiliates are obligated to provide to any employees and directors pursuant to any equity such benefit plans, programs or practices maintained or sponsored by thempractices. Expenses incurred by the Manager in connection with any such plans, programs and practices (including the net cost to the Manager or such Affiliates of Company securities or options, rights, warrants or appreciation rights relating to Company securities Membership Interests purchased by the Manager or such Affiliates Affiliates, from the Company or otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 6.17(b7.6(b). Any and all obligations of the Manager under any benefit plans, programs or practices adopted by the Manager as permitted by this Section 7.6(d) shall constitute obligations of the Manager hereunder and shall be assumed by any successor Manager approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the Manager’s Managing Member Interest pursuant to Section 4.6.

Reimbursement of the Manager. (a) Except as provided in this Section 6.17 7.4 and elsewhere in this Agreement or in the MLP Agreement, the Manager shall not be compensated for its services as manager or general partner or manager of the MLP or any Company Group Member. (b) The Subject to any of the applicable limitations contained in the EPCO Agreement, the Manager shall be reimbursed on a monthly basis, or such other reasonable basis as the Manager may determine, determine in its sole discretion, for: for (i) all direct and indirect expenses that it incurs or payments it makes on behalf of the Company Group (including amounts paid by the Manager to EPC under the EPCO Agreement and including salary, bonus, incentive compensation and other amounts paid to any Person Person, including Affiliates of the Manager Manager, to perform services for the Company Group or for the Manager in the discharge of its duties to the Company GroupCompany); , and (ii) all other necessary or appropriate expenses allocable to the Company Group or otherwise reasonably incurred by the Manager in connection with operating the Company GroupCompany’s business (including expenses allocated to the Manager by its Affiliates). The Manager in its sole discretion shall determine the expenses that are allocable to the Company Groupin any reasonable manner determined by the Manager in its sole discretion. Reimbursements pursuant to this Section 6.17 7.4 shall be in addition to any reimbursement to the Manager as a result of indemnification pursuant to Section 6.207.7. (c) The Manager mayManager, in its sole discretion, discretion and without the approval of the other Members (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Company Group equity employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Company securities or options, rights, warrants or appreciation rights relating to Company securities), or cause the Company to issue Company securities or optionsPartnership Securities, rights, warrants or appreciation rights relating to Company securities in connection with, or pursuant to, any such equity employee benefit plan, employee program or practice or any equity benefit plan, program or employee practice maintained or sponsored by the Manager OLPGP or any of its Affiliates Affiliates, in each case for the benefit of employees of the OLPGP, any Group Member or any Affiliate, or any of them, in respect of services performed performed, directly or indirectly indirectly, for the benefit of the Company Partnership Group. The Company agrees to issue and sell to the Manager or any of its Affiliates any Company securities or options, rights, warrants or appreciation rights relating to Company securities that the Manager or such Affiliates are obligated to provide pursuant to any equity benefit plans, programs or practices maintained or sponsored by them. Expenses incurred by the Manager OLPGP in connection with any such plans, programs and practices (including the net cost to the Manager or such Affiliates of Company securities or options, rights, warrants or appreciation rights relating to Company securities purchased by the Manager or such Affiliates from the Company to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 6.17(b7.4(b). Any and all obligations of OLPGP under any employee benefit plans, employee programs or employee practices adopted by the Manager as permitted by this Section 7.4(c) shall constitute obligations of the OLPGP.

Reimbursement of the Manager. (a) Except as provided in this Section 6.17 7.4 and elsewhere in this Agreement, the Manager shall not be compensated for its services as manager or general partner of the MLP or as general partner or managing member of any Company Group Member. (b) The Manager shall be reimbursed on a monthly basis, or such other reasonable basis as the Manager may determine, determine in its sole discretion, for: for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Company Group (including salary, bonus, incentive compensation and other amounts paid to any Person including Affiliates of the Manager to perform services for the Company Group or for the Manager in the discharge of its duties to the Company GroupCompany); , and (ii) all other necessary or appropriate expenses allocable to the Company Group or otherwise reasonably incurred by the Manager in connection with operating the Company Group’s Company's business (including expenses allocated to the Manager by its Affiliates). The Manager in its sole discretion shall determine the expenses that are allocable to the Company Groupin any reasonable manner determined by the Manager in its sole discretion. Reimbursements pursuant to this Section 6.17 7.4 shall be in addition to any reimbursement to the Manager as a result of indemnification pursuant to Section 6.207.7. (c) The Manager mayManager, in its sole discretion, discretion and without the approval of the any other Members Member (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Company Group equity employee benefit plans, employee programs and practices (including plans, programs and practices involving the issuance of Company securities or options, rights, warrants or appreciation rights relating to Company securities)employee practices, or cause the Company to issue Company securities or optionssecurities, rights, warrants or appreciation rights relating to Company securities in connection with, or pursuant to, to any such equity employee benefit plan, employee program or practice or any equity benefit plan, program or employee practice maintained or sponsored by the Manager or any of its Affiliates Affiliates, in each case for the benefit of employees of the Manager any Group Member or any Affiliate, or any of them, in respect of services performed performed, directly or indirectly indirectly, for the benefit of the Company Group. The Company agrees to issue and sell to the Manager or any of its Affiliates any Company securities or options, rights, warrants or appreciation rights relating to Company securities that the Manager or such Affiliates are obligated to provide pursuant to any equity benefit plans, programs or practices maintained or sponsored by them. Expenses incurred by the Manager in connection with any such plans, programs and practices (including the net cost to the Manager or such Affiliates of Company securities or options, rights, warrants or appreciation rights relating to Company securities purchased by the Manager or such Affiliates from the Company to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 6.17(b7.4(b). Any and all obligations of the Manager under any employee benefit plans, employee programs or employee practices adopted by the Manager as permitted by this Section 7.4(c) shall constitute obligations of the Manager hereunder and shall be assumed by any successor Manager approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the Manager's Membership Interest pursuant to Section 4.2.