SUCH PROVISION AS
SO REDUCED OR RESTRICTED.
6
ARTICLE III
INDEMNIFICATION
Section 3.1
Environmental Indemnification.
(A)
SUBJECT TO SECTION 3.2, THE GPC ENTITIES AND THE GENERAL PARTNER
SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE PARTNERSHIP GROUP FROM AND AGAINST
ENVIRONMENTAL AND TOXIC TORT LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION,
REAL PROPERTY DAMAGES AND NATURAL RESOURCE DAMAGES), INJURIES (INCLUDING,
WITHOUT LIMITATION, PERSONAL INJURY AND DEATH), LIABILITIES, CLAIMS, DEMANDS,
BREACHES OF CONTRACTS, CAUSES OF ACTION, JUDGMENTS, SETTLEMENTS, FINES,
PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND
REASONABLE ATTORNEY'S AND EXPERT'S FEES) OF ANY AND EVERY KIND OR CHARACTER,
KNOWN OR UNKNOWN, FIXED OR CONTINGENT, SUFFERED OR INCURRED BY THE PARTNERSHIP
GROUP BY REASON OF OR ARISING OUT OF:
(I)
ANY VIOLATION OR CORRECTION OF ANY VIOLATION OF ENVIRONMENTAL
LAWS ASSOCIATED WITH THE OWNERSHIP OR OPERATION OF THE ASSETS;
(II)
ANY EVENT OR CONDITION ASSOCIATED WITH OWNERSHIP OR OPERATION OF
THE ASSETS (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS SUBSTANCES
ON, UNDER, ABOUT OR MIGRATING TO OR FROM THE ASSETS OR THE DISPOSAL OR RELEASE
OF HAZARDOUS SUBSTANCES GENERATED BY OPERATION OF THE ASSETS AT NON-ASSET
LOCATIONS) INCLUDING, WITHOUT LIMITATION, (A) THE COST AND EXPENSE OF ANY
INVESTIGATION, ASSESSMENT, EVALUATION, MONITORING, CONTAINMENT, CLEANUP, REPAIR,
RESTORATION, REMEDIATION, OR OTHER CORRECTIVE ACTION REQUIRED OR NECESSARY UNDER
ENVIRONMENTAL LAWS OR TO SATISFY ANY APPLICABLE VOLUNTARY CLEANUP PROGRAM,
(B) THE COST OR EXPENSE OF THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE,
REMEDIAL, CORRECTIVE ACTION OR OTHER PLANS REQUIRED OR NECESSARY UNDER
ENVIRONMENTAL LAWS OR TO SATISFY ANY APPLICABLE VOLUNTARY CLEANUP PROGRAM AND
(C) THE COST AND EXPENSE FOR ANY ENVIRONMENTAL OR TOXIC TORT PRE-TRIAL, TRIAL,
OR APPELLATE LEGAL OR LITIGATION SUPPORT WORK; OR
(III)
THE MTBE LITIGATION;
but only to the extent that such violation complained of under
Section 3.1(a)(i) or such events or conditions included under
Section 3.1(a)(ii) occurred before the Closing Date (collectively, "Covered
Environmental Losses").
(B)
EXCEPT FOR THE ENVIRONMENTAL INDEMNIFICATION OBLIGATION FOR THE
MTBE LITIGATION, AND EXCEPT FOR CLAIMS FOR COVERED ENVIRONMENTAL LOSSES MADE
BEFORE THE FIFTH ANNIVERSARY OF THE CLOSING DATE, WHICH SHALL NOT TERMINATE, ALL
ENVIRONMENTAL INDEMNIFICATION OBLIGATIONS IN THIS SECTION 3.1 SHALL TERMINATE ON
THE FIFTH ANNIVERSARY OF THE CLOSING DATE.
7
Section 3.2
Limitations Regarding Environmental Indemnification.
The aggregate liability of the GPC Entities and the General Partner in respect
of all Covered Environmental Losses under Section 3.1 shall not exceed $7.5
million and the GPC Entities and the General Partner shall not have any
obligation under Section 3.1 until such Covered Environmental Losses for any
12-month period, beginning on the Closing Date, exceed $400,000 (the "Annual
Deductible") and then only to the extent such aggregate Covered Environmental
Losses exceed $400,000.
Any unused portion of the Annual Deductible in a
12-month period, including unused portions carried over from prior periods,
shall be carried over to the next 12-month period.
After the fifth anniversary
of the Closing Date, the Annual Deductible shall be reduced to $150,000, but in
all events, any unused portions carried over from prior