OF OSG.
SECTION 8.08.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT, AND
SHALL BECOME EFFECTIVE WHEN ONE OR MORE SUCH COUNTERPARTS HAVE BEEN SIGNED BY
EACH OF THE PARTIES AND DELIVERED TO THE OTHER PARTIES.
SECTION 8.09.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT (OR ANY PORTION
THEREOF) OR THE APPLICATION OF ANY SUCH PROVISION (OR ANY PORTION THEREOF) TO
ANY PERSON OR CIRCUMSTANCE SHALL BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT BY A COURT OF COMPETENT JURISDICTION, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION HEREOF (OR THE REMAINING
PORTION THEREOF) OR THE APPLICATION OF SUCH PROVISION TO ANY OTHER PERSONS OR
CIRCUMSTANCES.
SECTION 8.10.
GENDER, ARTICLES, SECTIONS AND SCHEDULES.
WHENEVER THE CONTEXT
REQUIRES, THE GENDER OF ALL WORDS USED IN THIS AGREEMENT SHALL INCLUDE THE
MASCULINE, FEMININE AND NEUTER, AND THE NUMBER OF ALL WORDS SHALL INCLUDE THE
SINGULAR AND PLURAL.
WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO AN ARTICLE,
SECTION OR SCHEDULE, SUCH REFERENCE SHALL BE TO AN ARTICLE OR SECTION OF, OR
SCHEDULE TO, THIS AGREEMENT UNLESS OTHERWISE INDICATED.
SECTION 8.11.
FURTHER ASSURANCES.
IN CONNECTION WITH THIS AGREEMENT AND ALL
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH SIGNATORY PARTY HERETO AGREES
TO EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS AND TO PERFORM
SUCH ADDITIONAL ACTS AS MAY BE NECESSARY OR APPROPRIATE TO EFFECTUATE, CARRY OUT
AND PERFORM ALL OF THE TERMS, PROVISIONS AND CONDITIONS OF THIS AGREEMENT AND
ALL SUCH TRANSACTIONS.
SECTION 8.12.
WITHHOLDING OR GRANTING OF CONSENT.
EACH PARTY MAY, WITH RESPECT
TO ANY CONSENT OR APPROVAL THAT IT IS ENTITLED TO GRANT PURSUANT TO THIS
AGREEMENT, GRANT OR WITHHOLD SUCH CONSENT OR APPROVAL IN ITS SOLE AND
UNCONTROLLED DISCRETION, WITH OR WITHOUT CAUSE, AND SUBJECT TO SUCH CONDITIONS
AS IT SHALL DEEM APPROPRIATE.
SECTION 8.13.
LAWS AND REGULATIONS.
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, NO PARTY TO THIS AGREEMENT SHALL BE REQUIRED TO TAKE
ANY ACT, OR FAIL TO TAKE ANY ACT, UNDER THIS AGREEMENT IF THE EFFECT THEREOF
WOULD BE TO CAUSE SUCH PARTY TO BE IN VIOLATION OF ANY APPLICABLE LAW, STATUTE,
RULE OR REGULATION.
SECTION 8.14.
NEGOTIATION OF RIGHTS OF OSG, LIMITED PARTNERS, ASSIGNEES, AND
THIRD PARTIES.
THE PROVISIONS OF THIS AGREEMENT ARE ENFORCEABLE SOLELY BY THE
PARTIES TO THIS AGREEMENT, AND NO SHAREHOLDER OF OSG AND NO LIMITED PARTNER,
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MEMBER, ASSIGNEE OR OTHER PERSON OF OSG MLP SHALL HAVE THE RIGHT, SEPARATE AND
APART FROM OSG OR OSG MLP TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR TO
COMPEL ANY PARTY TO THIS AGREEMENT TO COMPLY WITH THE TERMS OF THIS AGREEMENT.
SECTION 8.15.
NO RECOURSE AGAINST OFFICERS OR DIRECTORS.
FOR THE AVOIDANCE OF
DOUBT, THE PROVISIONS OF THIS AGREEMENT SHALL NOT GIVE RISE TO ANY RIGHT OF
RECOURSE AGAINST ANY OFFICER OR DIRECTOR OF ANY OSG ENTITY OR ANY OSG MLP
ENTITY.
[Signature Page follows]
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IN WITNESS WHEREOF, the Parties