Common use of Self Insurance of the Partnership; Other Arrangements Clause in Contracts

Self Insurance of the Partnership; Other Arrangements. The parties hereto recognize that the Partnership may, but except as provided in Section 7.2(d), Section 7.2(e), and Section 7.2(f) is not required to, procure or maintain insurance or other similar arrangements, at its expense, to protect itself and any person, including Indemnitee, who is or was a director, officer, employee, agent or fiduciary of the General Partner or the Partnership or who is or was serving at the request of the General Partner as a director, officer, partner, member, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss asserted against or incurred by such person, in such a capacity or arising out of the person’s status as such a person, whether or not the Partnership would have the power to indemnify such person against such expense or liability or loss. Except as provided in Section 7.2(d), Section 7.2(e) and Section 7.2(f), in considering the cost and availability of such insurance, the Partnership (through the exercise of the business judgment of the General Partner’s directors and officers) may, from time to time, purchase insurance which provides for certain (i) deductibles, (ii) limits on payments required to be made by the insurer, or (iii) coverage which may not be as comprehensive as that previously included in insurance purchased by the Partnership or its predecessors. The purchase of insurance with deductibles, limits on payments and coverage exclusions, even if in the best interest of the Partnership, may not be in the best interest of Indemnitee. As to the Partnership, purchasing insurance with deductibles, limits on payments and coverage exclusions is similar to the Partnership’s practice of self-insurance in other areas. In order to protect Indemnitee who would otherwise be more fully or entirely covered under such policies, the Partnership shall, to the maximum extent permitted by the Partnership Agreement, indemnify and hold Indemnitee harmless to the extent (i) of such deductibles, (ii) of amounts exceeding payments required to be made by an insurer, or (iii) of amounts that prior policies of directors’ and officers’ liability insurance held by the Partnership or its predecessors have provided for payment to Indemnitee, if by reason of Indemnitee’s Status Indemnitee is or is threatened to be made a party to any Proceeding. The obligation of the Partnership in the preceding sentence shall be without regard to whether the Partnership would otherwise be required to indemnify such officer or director under the other provisions of this Agreement, or under any law, agreement, vote of unitholders or directors or other arrangement. Without limiting the generality of any provision of this Agreement, the procedures in Article IV hereof shall, to the extent applicable, be used for determining entitlement to indemnification under this Section 7.3.

Self Insurance of the Partnership; Other Arrangements. The parties hereto recognize that the Partnership may, but except as provided in Section 7.2(d), ) and Section 7.2(e), and Section 7.2(f) is not required to, procure or maintain insurance or other similar arrangements, at its expense, to protect itself and any person, including Indemnitee, who is or was a director, officer, employee, agent or fiduciary of the General Partner or the Partnership or who is or was serving at the request of the General Partner as a director, officer, partner, member, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss asserted against or incurred by such person, in such a capacity or arising out of the person’s status as such a person, whether or not the Partnership would have the power to indemnify such person against such expense or liability or loss. Except as provided in Section 7.2(d), Section 7.2(e) and Section 7.2(f7.2(e), in considering the cost and availability of such insurance, the Partnership (through the exercise of the business judgment of the General Partner’s directors and officers) may, from time to time, purchase insurance which provides for certain (i) deductibles, (ii) limits on payments required to be made by the insurer, or (iii) coverage which may not be as comprehensive as that previously included in insurance purchased by the Partnership or its predecessors. The purchase of insurance with deductibles, limits on payments and coverage exclusions, even if in the best interest of the Partnership, may not be in the best interest of Indemnitee. As to the Partnership, purchasing insurance with deductibles, limits on payments and coverage exclusions is similar to the Partnership’s practice of self-insurance in other areas. In order to protect Indemnitee who would otherwise be more fully or entirely covered under such policies, the Partnership shall, to the maximum extent permitted by the Partnership Agreement, indemnify and hold Indemnitee harmless to the extent (i) of such deductibles, (ii) of amounts exceeding payments required to be made by an insurer, or (iii) of amounts that prior policies of directors’ and officers’ liability insurance held by the Partnership or its predecessors have provided for payment to Indemnitee, if by reason of Indemnitee’s Status Indemnitee is or is threatened to be made a party to any Proceeding. The obligation of the Partnership in the preceding sentence shall be without regard to whether the Partnership would otherwise be required to indemnify such officer or director under the other provisions of this Agreement, or under any law, agreement, vote of unitholders or directors or other arrangement. Without limiting the generality of any provision of this Agreement, the procedures in Article IV hereof shall, to the extent applicable, be used for determining entitlement to indemnification under this Section 7.3.