AMOUNT OF ALL CLAIMS FOR INDEMNIFICATION PURSUANT TO
SUCH SECTION SHALL EXCEED $500,000, IN WHICH CASE OSG SHALL BE LIABLE FOR CLAIMS
FOR INDEMNIFICATION ONLY TO THE EXTENT SUCH AGGREGATE AMOUNT EXCEEDS $500,000.
NOTWITHSTANDING THE FOREGOING, IN THE CASE ANY COVERED ENVIRONMENTAL LOSSES
RELATING TO THE DECEMBER 19, 2006 PLEA AGREEMENT BETWEEN OSG AND THE UNITED
STATES, THE LIMITATIONS ON LIABILITY CONTAINED IN THIS SECTION 6.02 SHALL NOT
APPLY TO OSG'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.01(A) ABOVE FOR
CRIMINAL FINES, SPECIAL ASSESSMENTS OR COMMUNITY SERVICE PAYMENTS SET FORTH IN
PARAGRAPHS 6 AND 9 OF SUCH PLEA AGREEMENT.
SECTION 6.03.
INDEMNIFICATION PROCEDURES.
(A)
OSG MLP GENERAL PARTNER AGREES
ON BEHALF OF OSG MLP AND THE OSG MLP GROUP MEMBERS, THAT WITHIN A REASONABLE
PERIOD OF TIME AFTER ANY OSG MLP GROUP MEMBER BECOMES AWARE OF FACTS GIVING RISE
TO A CLAIM FOR INDEMNIFICATION PURSUANT TO SECTION 6.01, TO NOTIFY OSG OF THE
NATURE AND SPECIFIC BASIS FOR SUCH CLAIM.
(B)
OSG SHALL HAVE THE RIGHT TO CONTROL ALL ASPECTS OF THE DEFENSE OF (AND ANY
COUNTERCLAIMS WITH RESPECT TO) ANY CLAIMS BROUGHT AGAINST THE OSG MLP GROUP THAT
ARE COVERED BY THE INDEMNIFICATION SET FORTH IN SECTION 6.01, INCLUDING, WITHOUT
LIMITATION, THE SELECTION OF COUNSEL, DETERMINATION OF WHETHER TO APPEAL ANY
DECISION OF ANY COURT AND THE SETTLING OF ANY MATTER OR ANY ISSUE RELATING
THERETO; PROVIDED, HOWEVER, THAT NO SUCH SETTLEMENT SHALL BE ENTERED INTO
WITHOUT THE CONSENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) OF OSG
MLP GENERAL PARTNER (WITH THE CONCURRENCE OF THE CONFLICTS COMMITTEE), ON BEHALF
OF THE OSG MLP GROUP, UNLESS IT INCLUDES A FULL RELEASE OF THE OSG MLP GROUP
FROM SUCH MATTER OR ISSUE, AS THE CASE MAY BE.
(C)
OSG MLP AND OSG MLP GENERAL PARTNER SHALL, AND SHALL CAUSE THE OSG MLP
GROUP MEMBERS TO, COOPERATE FULLY WITH OSG WITH RESPECT TO ALL ASPECTS OF THE
DEFENSE OF ANY CLAIMS COVERED BY THE INDEMNIFICATION SET FORTH IN SECTION 6.01,
INCLUDING, WITHOUT LIMITATION, THE PROMPT FURNISHING TO OSG OF ANY
CORRESPONDENCE OR OTHER NOTICE RELATING THERETO THAT THE OSG MLP GROUP MAY
RECEIVE, PERMITTING THE NAMES OF THE MEMBERS OF THE OSG MLP GROUP TO BE UTILIZED
IN CONNECTION WITH SUCH DEFENSE, THE MAKING AVAILABLE TO OSG OF ANY FILES,
RECORDS OR OTHER INFORMATION OF THE OSG MLP GROUP THAT OSG CONSIDERS RELEVANT TO
SUCH DEFENSE AND THE MAKING AVAILABLE TO OSG OF ANY EMPLOYEES OF THE OSG MLP
GROUP; PROVIDED, HOWEVER, THAT IN CONNECTION THEREWITH OSG AGREES TO USE
REASONABLE EFFORTS TO MINIMIZE THE IMPACT THEREOF ON THE OPERATIONS OF THE OSG
MLP GROUP AND FURTHER AGREES TO MAINTAIN THE CONFIDENTIALITY OF ALL FILES,
RECORDS AND OTHER INFORMATION FURNISHED BY AN OSG MLP GROUP MEMBER PURSUANT TO
THIS SECTION 6.03.
THE OSG MLP GROUP MEMBERS, MAY, AT THEIR OWN OPTION, COST
AND EXPENSE, HIRE AND PAY FOR COUNSEL IN CONNECTION WITH ANY SUCH DEFENSE.
OSG
AGREES TO KEEP ANY SUCH COUNSEL HIRED BY THE OSG MLP GROUP REASONABLY INFORMED
AS TO THE