Common use of Conveyance by the General Partner to the Partnership Clause in Contracts

Conveyance by the General Partner to the Partnership. (a) Effective as of the Effective Time, the General Partner hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the General Partner in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. In addition, concurrently with the contribution of the Assets, TRMC is also executing and delivering 80950117 the Contracts. The contribution of the Assets and execution and delivery of the Contracts described in this Section 2.2(a) shall be referred to in this Agreement as the “General Partner Contribution.” (b) The General Partner shall make the General Partner Contribution in exchange for the distribution or issuance by the Partnership of the following as of the Effective Time in consideration of the conveyance and transfer of the Assets: (i) a distribution of cash equal to ninety percent (90%) of the value of the Purchase Price (the “Cash Consideration”); and (ii) the issuance to the General Partner of such number of General Partner Units and Common Units with an aggregate value equal to ten percent (10%) of the Purchase Price (the “Equity Consideration”): (1) which number of General Partner Units, rounded up to the next highest number of whole units, shall be the amount having an aggregate dollar value of the Equity Consideration necessary to restore and maintain the General Partner’s two percent (2%) general partner interest in the Partnership; and (2) which number of Common Units, rounded down to the next lowest number of whole units, shall be the amount equal to (A) the remainder of (I) the amount of the Equity Consideration, less (II) an amount equal to the value of the General Partner Units issued pursuant to Section 2.2(b)(ii)(1), divided by (B) the average closing price of the Common Units for the last ten (10) trading days prior to the Effective Date. (c) To effect the distribution of the Cash Consideration, the Partnership shall borrow an amount equal to the Cash Consideration (the “Debt‑Financed Cash Consideration”) under indebtedness for which no partner of the Partnership or any related person other than Tesoro bears the economic risk of loss (as defined by Treasury Regulations Section 1.752-2) and the Partnership shall cause the proceeds of such indebtedness to be wire transferred to the General Partner on behalf of the Partnership directly from the applicable lender to an account designated by the General Partner. (d) After the distribution of the Cash Consideration to the General Partner by the Partnership, the General Partner shall provide a loan of up to that amount to Tesoro and Tesoro shall execute and deliver a ten-year promissory note in favor of the General Partner to evidence the funds loaned by the General Partner to Tesoro. (e) The Partnership hereby accepts the General Partner Contribution as a contribution to the capital of the Partnership.

Conveyance by the General Partner to the Partnership. (a) Effective as of the Effective Time, the General Partner hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the General Partner in and to the AssetsTankage, including any responsibilities, coverages and liabilities under any permit or license included in the Assetssuch Tankage, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. In addition, concurrently with the contribution of the Assets, TRMC is also executing and delivering 80950117 the Contracts. The contribution of the Assets and execution and delivery of the Contracts described in this Section 2.2(a2.3(a) shall be referred to in this Agreement as the “General Partner Contribution.” (b) The General Partner shall make the General Partner Contribution in exchange for the distribution or issuance by the Partnership of the following as of the Effective Time in consideration of the conveyance and transfer of all of the AssetsTankage: (i) a distribution of two hundred and fifty million dollars ($250,000,000) in cash equal to ninety percent (90%) of the value of the Purchase Price (the “Cash Consideration”); and; (ii) the issuance to the General Partner of such number of 269,067 General Partner Units and Common Units with an aggregate a value equal to ten percent approximately fourteen million eight hundred forty-one thousand dollars (10%$14,841,000) of the Purchase Price (the “Equity Consideration”): (1) which number of General Partner Units, rounded up to the next highest number of whole units, shall be the amount having an aggregate dollar value of the Equity Consideration necessary to restore and maintain the General Partner’s two percent (2%) general partner interest in the Partnership; and (2) which number of Common Units, rounded down to the next lowest number of whole units, shall be the amount equal to (Aiii) the remainder of (I) the amount of the Equity Consideration, less (II) an amount equal issuance to the value of the General Partner Units issued pursuant to Section 2.2(b)(ii)(1), divided by (B) the average closing price of the 4,112,346 Common Units for the last ten with a value equal to approximately two hundred twenty-six million eight hundred twenty-nine thousand dollars (10) trading days prior to the Effective Date$226,829,000). (c) To effect With respect to the distribution of the Cash Consideration, the Partnership shall borrow an amount equal to the Cash Consideration (the “Debt‑Financed Debt Financed Cash Consideration”) under indebtedness for which no partner of the Partnership or any related person other than Tesoro the General Partner bears the economic risk of loss (as defined by Treasury Regulations Section section 1.752-2) and the Partnership shall cause utilize the proceeds of such indebtedness borrowing in a manner such that the proceeds of such borrowing are allocable to be wire transferred the distribution of the Debt Financed Cash Consideration to the General Partner on behalf as part of the payment of the Cash Consideration pursuant to Treasury Regulations sections 1.707-5(b) and 1.163-8T (such borrowing, and any “refinancing” of such borrowing treated as the liability it refinances pursuant to Treasury Regulations section 1.707-5(c), the “Partnership Debt”). The proceeds of the Partnership Debt shall be distributed to the General Partner by wire transfer directly from the applicable lender to an account designated by the General Partner. (d) After the distribution of the Cash Consideration to the General Partner by the Partnership, Tesoro will execute the ten-year promissory note described in Section 2.6(b)(vii) and the General Partner shall will provide pursuant thereto a loan of up to that amount to Tesoro two hundred and Tesoro shall execute and deliver a ten-year promissory note in favor of the General Partner to evidence the funds loaned by the General Partner fifty million dollars ($250,000,000) to Tesoro. (e) The Partnership hereby accepts the General Partner Contribution as a contribution to the capital of the Partnership.

Conveyance by the General Partner to the Partnership. (a) Effective as of the Effective Time, the General Partner hereby assigns, transfers, contributes, grants, bargains, conveys, sets over and delivers to the Partnership, its successors and its assigns, for its and their own use forever, the entire right, title, interest, responsibilities, coverages and liabilities of the General Partner in and to the Assets, including any responsibilities, coverages and liabilities under any permit or license included in the Assets, free and clear of all liens and encumbrances of any kind or nature, other than the Permitted Liens. In addition, concurrently with the contribution of the Assets, TRMC is also executing and delivering 80950117 the Contracts. The contribution of the Assets and execution and delivery of the Contracts described in this Section 2.2(a) shall be referred to in this Agreement as the “General Partner Contribution.” (b) The General Partner shall make the General Partner Contribution in exchange for the distribution or issuance by the Partnership of the following as of the Effective Time in consideration of the conveyance and transfer of the Assets: (i) a distribution of cash equal to ninety percent (90%) of the value of the Purchase Price (the “Cash Consideration”); and (ii) the issuance to the General Partner of such number of General Partner Units and Common Units with an aggregate value equal to ten percent (10%) of the Purchase Price (the “Equity Consideration”): (1) which number of General Partner Units, rounded up to the next highest number of whole units, shall be the amount having an aggregate dollar value of the Equity Consideration necessary to restore and maintain the General Partner’s two percent (2%) general partner interest in the Partnership; and (2) which number of Common Units, rounded down to the next lowest number of whole units, shall be the amount equal to (A) the remainder of (I) the amount of the Equity Consideration, less (II) an amount equal to the value of the General Partner Units issued pursuant to Section 2.2(b)(ii)(1), divided by (B) the average closing price of the Common Units for the last ten (10) trading days prior to the Effective Date. (c) To effect the distribution of the Cash Consideration, the Partnership shall borrow an amount equal to the Cash Consideration (the “Debt‑Financed Cash Consideration”) under indebtedness for which no partner of the Partnership or any related person other than Tesoro bears the economic risk of loss (as defined by Treasury Regulations Section 1.752-2) and the Partnership shall cause the proceeds of such indebtedness to be wire transferred to the General Partner on behalf of the Partnership directly from the applicable lender to an account designated by the General Partner. (d) After the distribution of the Cash Consideration to the General Partner by the Partnership, the General Partner shall provide a loan of up to that amount to Tesoro and Tesoro shall execute and deliver a ten-year promissory note in favor of the General Partner to evidence the funds loaned by the General Partner to Tesoro. (e) The Partnership hereby accepts the General Partner Contribution as a contribution to the capital of the Partnership.by