Common use of Requirement and Characterization of Distributions; Distributions to Record Holders Clause in Contracts

Requirement and Characterization of Distributions; Distributions to Record Holders. (a) Except as described in Section 6.3(b), Section 6.3(d) or Section 6.3(e), within 45 days following the end of each Quarter commencing with the Quarter ending on September 30, 2007, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be distributed to the Partners in accordance with this Article VI by the Partnership to the Partners in accordance with their respective Percentage Interests as of the Record Date selected by the General Partner. All distributions required to be made under this Agreement shall be made subject to Section 17-607 of the Delaware Act. (b) The General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all or less than all of the Partners, as a distribution of Available Cash to such Partners. (c) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (d) Notwithstanding anything in this Agreement to the contrary, in no event shall the holders of Management Incentive Units receive, in the aggregate, distributions of Available Cash with respect to a Quarter in an amount in excess of 5.1% of all distributions of Available Cash with respect to such Quarter (the “MIU Distribution Limit”). If the holders of Management Incentive Units would be entitled, except for the preceding sentence, to receive distributions of Available Cash with respect to a Quarter in an amount in excess of the MIU Distribution Limit (“Excess Available Cash”), then with respect to such Quarter the holders of Management Incentive Units shall be deemed to hold, in the aggregate, such number of Common Unit Equivalents as would entitle such holders to 5.1% of all distributions of Available Cash with respect to such Quarter and all Excess Available Cash shall be distributed by the Partnership to the Partners in accordance with their respective Percentage Interests (but ignoring the Percentage Interests of the holders of the Common Unit Equivalents). Any reduction in the deemed Common Unit Equivalents pursuant to the previous sentence shall be done on a pro rata basis, such that the Common Unit Equivalents associated with each Management Incentive Unit is reduced by an equal amount. (e) With respect to the distribution for the Quarter in which the Closing Date occurs, the amount of Available Cash distributed to the Partners in accordance with Section 6.3(a) shall equal 100% of the Available Cash with respect to such Quarter multiplied by a fraction of which the numerator is the number of days in the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurs and of which the denominator is the number of days in such Quarter. The remaining Available Cash with respect to such Quarter shall be distributed to the Partners of the Partnership immediately prior to the closing of the Initial Closing Date Pro Rata.

Requirement and Characterization of Distributions; Distributions to Record Holders. (a) Except as described in Section 6.3(b), Section 6.3(d) or Section 6.3(e), within Within 45 days following the end of each Quarter commencing with the Quarter ending on September 30December 31, 20072016, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, shall be distributed to the Partners in accordance with this Article VI by the Partnership to the Partners in accordance with their respective Percentage Interests as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement shall be made subject to Section Sections 17-607 and 17-804 of the Delaware ActAct and other applicable law, notwithstanding any other provision of this Agreement. (b) Notwithstanding Section 6.3(a) (but subject to the last sentence of Section 6.3(a)), in the event of the dissolution and liquidation of the Partnership, all cash received during or after the Quarter in which the Liquidation Date occurs shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4. (c) The General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all or less than all of the Partners, as a distribution of Available Cash to such Partners, as determined appropriate under the circumstances by the General Partner. (cd) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (d) Notwithstanding anything in this Agreement to the contrary, in no event shall the holders of Management Incentive Units receive, in the aggregate, distributions of Available Cash with respect to a Quarter in an amount in excess of 5.1% of all distributions of Available Cash with respect to such Quarter (the “MIU Distribution Limit”). If the holders of Management Incentive Units would be entitled, except for the preceding sentence, to receive distributions of Available Cash with respect to a Quarter in an amount in excess of the MIU Distribution Limit (“Excess Available Cash”), then with respect to such Quarter the holders of Management Incentive Units shall be deemed to hold, in the aggregate, such number of Common Unit Equivalents as would entitle such holders to 5.1% of all distributions of Available Cash with respect to such Quarter and all Excess Available Cash shall be distributed by the Partnership to the Partners in accordance with their respective Percentage Interests (but ignoring the Percentage Interests of the holders of the Common Unit Equivalents). Any reduction in the deemed Common Unit Equivalents pursuant to the previous sentence shall be done on a pro rata basis, such that the Common Unit Equivalents associated with each Management Incentive Unit is reduced by an equal amount. (e) With respect to the distribution for the Quarter in which the Closing Date occurs, the amount of Available Cash distributed to the Partners in accordance with Section 6.3(a) shall equal 100% of the Available Cash with respect to such Quarter multiplied by a fraction of which the numerator is the number of days in the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurs and of which the denominator is the number of days in such Quarter. The remaining Available Cash with respect to such Quarter shall be distributed to the Partners of the Partnership immediately prior to the closing of the Initial Closing Date Pro Rata.

Requirement and Characterization of Distributions; Distributions to Record Holders. (a) Except as described in Section 6.3(b), Section 6.3(d) or Section 6.3(e), within 45 Within 60 days following the end of each Quarter commencing with the Quarter ending on September 30December 31, 20072013, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, shall be distributed to the Partners in accordance with this Article VI by the Partnership to the Partners in accordance with their respective Percentage Interests as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement or otherwise made by the Partnership shall be made subject to Section Sections 17-607 and 17-804 of the Delaware Act. (b) The General Partner may treat taxes paid by Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all Partnership on behalf assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, or amounts withheld with respect to, all or less than all of the Partners, as a distribution of Available Cash to such PartnersSection 12.4. (c) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (d) Notwithstanding anything in this Agreement to the contrary. WESTERN REFINING LOGISTICS, in no event shall the holders of Management Incentive Units receive, in the aggregate, distributions of Available Cash with respect to a Quarter in an amount in excess of 5.1% of all distributions of Available Cash with respect to such Quarter (the “MIU Distribution Limit”). If the holders of Management Incentive Units would be entitled, except for the preceding sentence, to receive distributions of Available Cash with respect to a Quarter in an amount in excess of the MIU Distribution Limit (“Excess Available Cash”), then with respect to such Quarter the holders of Management Incentive Units shall be deemed to hold, in the aggregate, such number of Common Unit Equivalents as would entitle such holders to 5.1% of all distributions of Available Cash with respect to such Quarter and all Excess Available Cash shall be distributed by the Partnership to the Partners in accordance with their respective Percentage Interests (but ignoring the Percentage Interests of the holders of the Common Unit Equivalents). Any reduction in the deemed Common Unit Equivalents pursuant to the previous sentence shall be done on a pro rata basis, such that the Common Unit Equivalents associated with each Management Incentive Unit is reduced by an equal amount. (e) With respect to the distribution for the Quarter in which the Closing Date occurs, the amount of Available Cash distributed to the Partners in accordance with Section 6.3(a) shall equal 100% of the Available Cash with respect to such Quarter multiplied by a fraction of which the numerator is the number of days in the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurs and of which the denominator is the number of days in such Quarter. The remaining Available Cash with respect to such Quarter shall be distributed to the Partners of the Partnership immediately prior to the closing of the Initial Closing Date Pro Rata.LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Requirement and Characterization of Distributions; Distributions to Record Holders. (a) Except as described in Subject to Section 6.3(b), Section 6.3(d) or Section 6.3(e)16.3 and 17.3, within 45 days following the end of each Quarter commencing with the Quarter ending on September 30, 2007Quarter, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be distributed to the Partners in accordance with this Article VI by the Partnership to the Partners in accordance with their respective Percentage Interests Unitholders and the General Partner as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Distributable Cash Flow until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Unitholders and the General Partner pursuant to Section 6.4, 16.3 and 17.3, equals the Distributable Cash Flow from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement shall be made subject to Section 17-607 of the Delaware Act. (b) Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all receipts received during or after the Quarter in which the Liquidation Date occurs, other than from borrowings described in (a)(ii) of the definition of Available Cash, shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4. (c) The General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all or less than all of the PartnersUnitholders and the General Partner, as a distribution of Available Cash to such PartnersUnitholders and the General Partner. (cd) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (d) Notwithstanding anything in this Agreement to the contrary, in no event shall the holders of Management Incentive Units receive, in the aggregate, distributions of Available Cash with respect to a Quarter in an amount in excess of 5.1% of all distributions of Available Cash with respect to such Quarter (the “MIU Distribution Limit”). If the holders of Management Incentive Units would be entitled, except for the preceding sentence, to receive distributions of Available Cash with respect to a Quarter in an amount in excess of the MIU Distribution Limit (“Excess Available Cash”), then with respect to such Quarter the holders of Management Incentive Units shall be deemed to hold, in the aggregate, such number of Common Unit Equivalents as would entitle such holders to 5.1% of all distributions of Available Cash with respect to such Quarter and all Excess Available Cash shall be distributed by the Partnership to the Partners in accordance with their respective Percentage Interests (but ignoring the Percentage Interests of the holders of the Common Unit Equivalents). Any reduction in the deemed Common Unit Equivalents pursuant to the previous sentence shall be done on a pro rata basis, such that the Common Unit Equivalents associated with each Management Incentive Unit is reduced by an equal amount. (e) With respect to the distribution for the Quarter in which the Closing Date occurs, the amount of Available Cash distributed to the Partners in accordance with Section 6.3(a) shall equal 100% of the Available Cash with respect to such Quarter multiplied by a fraction of which the numerator is the number of days in the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurs and of which the denominator is the number of days in such Quarter. The remaining Available Cash with respect to such Quarter shall be distributed to the Partners of the Partnership immediately prior to the closing of the Initial Closing Date Pro Rata.

Requirement and Characterization of Distributions; Distributions to Record Holders. (a) Except as described in Section 6.3(b), Section 6.3(d) or Section 6.3(e), within 45 Within 60 days following the end of each Quarter commencing with the Quarter ending on September 30December 31, 20072013, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, shall be distributed to the Partners in accordance with Section 5.12 and this Article VI by the Partnership to the Partners in accordance with their respective Percentage Interests as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement or otherwise made by the Partnership shall be made subject to Section Sections 17-607 and 17-804 of the Delaware Act.. WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 59 (b) The General Partner may treat taxes paid by Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all Partnership on behalf assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, or amounts withheld with respect to, all or less than all of the Partners, as a distribution of Available Cash to such PartnersSection 12.4. (c) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (d) Notwithstanding anything in this Agreement to the contrary, in no event shall the holders of Management Incentive Units receive, in the aggregate, distributions of Available Cash with respect to a Quarter in an amount in excess of 5.1% of all distributions of Available Cash with respect to such Quarter (the “MIU Distribution Limit”). If the holders of Management Incentive Units would be entitled, except for the preceding sentence, to receive distributions of Available Cash with respect to a Quarter in an amount in excess of the MIU Distribution Limit (“Excess Available Cash”), then with respect to such Quarter the holders of Management Incentive Units shall be deemed to hold, in the aggregate, such number of Common Unit Equivalents as would entitle such holders to 5.1% of all distributions of Available Cash with respect to such Quarter and all Excess Available Cash shall be distributed by the Partnership to the Partners in accordance with their respective Percentage Interests (but ignoring the Percentage Interests of the holders of the Common Unit Equivalents). Any reduction in the deemed Common Unit Equivalents pursuant to the previous sentence shall be done on a pro rata basis, such that the Common Unit Equivalents associated with each Management Incentive Unit is reduced by an equal amount. (e) With respect to the distribution for the Quarter in which the Closing Date occurs, the amount of Available Cash distributed to the Partners in accordance with Section 6.3(a) shall equal 100% of the Available Cash with respect to such Quarter multiplied by a fraction of which the numerator is the number of days in the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurs and of which the denominator is the number of days in such Quarter. The remaining Available Cash with respect to such Quarter shall be distributed to the Partners of the Partnership immediately prior to the closing of the Initial Closing Date Pro Rata.

Requirement and Characterization of Distributions; Distributions to Record Holders. (a) Except as described in Section 6.3(b), Section 6.3(d) or Section 6.3(e), within 45 Within 60 days following the end of each Quarter commencing with the Quarter ending on September 30December 31, 20072013, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, shall be distributed to the Partners in accordance with Section 5.12 and this Article VI by the Partnership to the Partners in accordance with their respective Percentage Interests as of the Record Date selected by the General Partner. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement or otherwise made by the Partnership shall be made subject to Section Sections 17-607 and 17-804 of the Delaware Act. (b) The General Partner may treat taxes paid by Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all Partnership on behalf assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, or amounts withheld with respect to, all or less than all of the Partners, as a distribution of Available Cash to such PartnersSection 12.4. (c) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the any Transfer Agent or through any other Person or agent, only to WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (d) Notwithstanding anything in this Agreement to the contrary, in no event shall the holders of Management Incentive Units receive, in the aggregate, distributions of Available Cash with respect to a Quarter in an amount in excess of 5.1% of all distributions of Available Cash with respect to such Quarter (the “MIU Distribution Limit”). If the holders of Management Incentive Units would be entitled, except for the preceding sentence, to receive distributions of Available Cash with respect to a Quarter in an amount in excess of the MIU Distribution Limit (“Excess Available Cash”), then with respect to such Quarter the holders of Management Incentive Units shall be deemed to hold, in the aggregate, such number of Common Unit Equivalents as would entitle such holders to 5.1% of all distributions of Available Cash with respect to such Quarter and all Excess Available Cash shall be distributed by the Partnership to the Partners in accordance with their respective Percentage Interests (but ignoring the Percentage Interests of the holders of the Common Unit Equivalents). Any reduction in the deemed Common Unit Equivalents pursuant to the previous sentence shall be done on a pro rata basis, such that the Common Unit Equivalents associated with each Management Incentive Unit is reduced by an equal amount. (e) With respect to the distribution for the Quarter in which the Closing Date occurs, the amount of Available Cash distributed to the Partners in accordance with Section 6.3(a) shall equal 100% of the Available Cash with respect to such Quarter multiplied by a fraction of which the numerator is the number of days in the period commencing on the Closing Date and ending on the last day of the Quarter in which the Closing Date occurs and of which the denominator is the number of days in such Quarter. The remaining Available Cash with respect to such Quarter shall be distributed to the Partners of the Partnership immediately prior to the closing of the Initial Closing Date Pro Rata.