Common use of Standards of Conduct and Modification of Duties Clause in Contracts

Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action in good faith and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a) Whenever the General PartnerManaging Member, acting in its capacity as the managing member of the Company, makes a determination or takes or declines to take any action in such capacity (or the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, ) or any Affiliates of the General Partner Managing Member cause the General Partner Managing Member to do so, make a determination or take or decline to take any action in its capacity as the general partner of the Partnership as opposed to in its individual such capacity), whether under this Agreement, any Group Member Agreement Agreement, or any other agreement contemplated hereby or otherwise, then, unless a lesser another express standard is provided for in this Agreement, the Managing Member (or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do soAffiliates), shall make such determination or take or decline to take such other action in good faith faith. The foregoing is the sole and exclusive standard governing any such determinations, actions, and omissions of the Managing Member, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee), and any Affiliate of the Managing Member and no such Person shall not be subject to any fiduciary duty or other duty or obligation obligation, or any other other, different or higher standard (all of which duties, obligations obligations, and standards are hereby eliminated, waived and disclaimed) contemplated ), under this Agreement, Agreement any Group Member Agreement or any other agreements agreement contemplated hereby or otherwisehereby, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General PartnerManaging Member, the Board of Directors of the General Partner Managing Member, or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless so long as the General PartnerManaging Member, the Board of Directors of the General Partner Managing Member, or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner subjectively believed such determination, other action or failure to act was adverse to in, or not opposed to, the best interests of the PartnershipCompany. In any proceeding brought by or on behalf of the PartnershipCompany, any Limited PartnerNon-Managing Member, or any Person who acquires an interest in a Partnership Non-Managing Member Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a) Whenever the General PartnerManaging Member, acting in its capacity as the managing member of the Company, makes a determination or takes or declines to take any action in such capacity (or the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, ) or any Affiliates of the General Partner Managing Member cause the General Partner Managing Member to do so, make a determination or take or decline to take any action in its capacity as the general partner of the Partnership as opposed to in its individual such capacity), whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser another express standard is provided for in this Agreement, the Managing Member (or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do soAffiliates), shall make such determination or take or decline to take such other action in good faith faith. The foregoing is the sole and exclusive standard governing any such determinations, actions and omissions of the Managing Member, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the Managing Member and no such Person shall not be subject to any fiduciary duty or other duty or obligation obligation, or any other other, different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated ), under this Agreement, Agreement any Group Member Agreement or any other agreements agreement contemplated hereby or otherwisehereby, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General PartnerManaging Member, the Board of Directors of the General Partner Managing Member or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless so long as the General PartnerManaging Member, the Board of Directors of the General Partner Managing Member or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner subjectively believed such determination, other action or failure to act was adverse to in, or not opposed to, the best interests of the PartnershipCompany. In any proceeding brought by or on behalf of the PartnershipCompany, any Limited PartnerNon-Managing Member, or any Person who acquires an interest in a Partnership Non-Managing Member Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser another express standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard set forth in clause (iii) or (iv) of the first sentence of Section 7.9(c), as applicable; provided, further, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committee, then in lieu thereof, such determination will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a) Whenever Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member, any MLP Group Member, or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is sought, then it shall be presumed that, in making its decision, the Special Committee acted in good faith, and if Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action acted in good faith faith, and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In any proceeding brought by any Limited Partner or by or on behalf of the Partnership, any such Limited Partner, or any Person who acquires an interest in a Partnership Interest Partner or any other Person who is bound by this Agreement Limited Partner or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, action the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement or failure to act was not any duty otherwise existing at law, in good faithequity or otherwise.

Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser another express standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements 77 contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard set forth in clause (iii) or (iv) of the first sentence of Section 7.9(c), as applicable; provided, further, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committee, then in lieu thereof, such determination will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacitycapacity or its sole discretion, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a another lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith faith. The foregoing is the sole and exclusive standard governing any such determinations, actions and omissions of the General Partner, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the General Partner and no such Person shall not be subject to any fiduciary duty WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP or other duty or obligation obligation, or any other other, different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated ), under this Agreement, Agreement any Group Member Agreement or any other agreements agreement contemplated hereby or otherwisehereby, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless so long as the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner subjectively believed such determination, other action or failure to act was adverse to in, or not opposed to, the best interests of the Partnership. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a) Whenever Unless otherwise expressly provided in this Agreement, whenever an actual or potential conflict of interest exists or arises between the General PartnerOaktree Member (during the Initial Period), the Brookfield Member (after the Initial Period), one or more Directors or their respective Affiliates, on the one hand, and the Company, any Group Member or any Member other than the Oaktree Member (during the Initial Period) or the Brookfield Member (after the Initial Period), on the other, but subject to the Consent Rights, any resolution or course of action by the Board of Directors or its Affiliates in respect of such conflict of interest shall not constitute a breach of the fiduciary duties of the Board of Directors if the resolution or course of action in respect of such conflict of interest is (i) approved or ratified by the vote of holders of Outstanding Voting Units representing a majority of the total votes that may be cast by all Outstanding Voting Units that are held by disinterested parties, (ii) on terms no less favorable to the Company, Group Member or Member other than the Oaktree Member (during the Initial Period) or the Brookfield Member (after the Initial Period), as applicable, than those generally being, provided to or available from unrelated third parties, (iii) fair and reasonable to the Company taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company, Group Member or Member other than the Oaktree Member (during the Initial Period) or the Brookfield Member (after the Initial Period), as applicable) or (iv) approved or ratified by a majority of the Outside Directors. For the avoidance of doubt, subject to the Consent Rights, (x) the Company shall be authorized but not required to seek the approval or ratification of the Outside Directors pursuant to clause (iv) of the preceding sentence or the disinterested holders of Outstanding Voting Units pursuant to clause (i) of the preceding sentence, and (y) the Board of Directors may also adopt a resolution or course of action that has not received the approval of the Outside Directors or the disinterested holders of Outstanding Voting Units. Failure to seek such approval shall not be deemed to indicate that a conflict of interest exists or that such approval could not have been obtained. If the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (ii) and (iii) above, then it shall be presumed that, in making its determination, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action acted in good faith faith, and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In any proceeding brought by any Member or by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest such Member or any other Person who is bound by this Agreement Member challenging such action, determination or failure to actdetermination, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement, action the existence of the conflicts of interest described in the Registration Statement are hereby approved by the Members and each other Person who may acquire an interest in Units hereby and shall not constitute a breach of this Agreement or failure of any duty (fiduciary or otherwise) otherwise existing at law, in equity or otherwise. (b) Notwithstanding any other provision of this Agreement, but subject to act was not the Consent Rights, or otherwise or any applicable provision of Law or equity, whenever in good faith.this Agreement or any other agreement contemplated hereby or otherwise the Board of Directors, the Company or an Affiliate of the Company is permitted or required to make a

Standards of Conduct and Modification of Duties. (a) Whenever Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, including any MLP Group Member, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Outstanding Voting Shares (excluding Shares owned by the General Partner and its Affiliates), (iii) determined by the Board of Directors of the General Partner to be on terms no less favorable to the Partnership than those generally being provided to or any committee of available from unrelated third parties or (iv) determined by the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, or any Affiliates of the General Partner cause to be fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval or Shareholder approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval or Shareholder approval. Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever the General Partner makes a determination to do soseek Special Approval, in its capacity as seek Shareholder Approval or adopt a resolution or course of action that has not received Special Approval or Shareholder Approval, then the general partner General Partner shall be entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty or obligation whatsoever to the Partnership as opposed or any Limited Partner, and the General Partner shall not, to the fullest extent permitted by law, be required to act in its individual capacity, whether under good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement or Agreement, any other agreement contemplated hereby or otherwise, then, unless a lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action in good faith and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, and the General Partner in making such determination or taking or declining to take such other action or failure shall be permitted to act by do so in its sole and absolute discretion. If Special Approval is sought, then it shall be presumed that, in making its decision, the Conflicts Committee acted in good faith, and if the Board of Directors of the General PartnerPartner determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors of the General Partner acted in good faith. In any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any committee thereof (including other Limited Partner or the Partnership challenging any action by the Conflicts Committee) or Committee with respect to any Affiliate of matter referred to the General Partner will be deemed to be in good faith unless Conflicts Committee for Special Approval by the General Partner, any action by the Board of Directors of the General Partner in determining whether the resolution or any committee thereof course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (including iii) or (iv) above or whether a director satisfies the eligibility requirements to be a member of the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving overcoming the presumption that such determinationthe Conflicts Committee or the Board of Directors of the General Partner, action or failure to act was not as applicable, acted in good faith; in all cases subject to the provisions for conclusive determination in Section 7.9(b), and in no event shall any Person bringing or prosecuting any such proceeding be entitled to any injunctive or equitable relief or remedy, including rescission or reformation, in any case where the Conflicts Committee or the Board of Directors of the General Partner acted, or is conclusively deemed or presumed to have acted, in good faith. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the IPO Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement.

Standards of Conduct and Modification of Duties. (a) Whenever a)Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser another express standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard set forth in clause (iii) or (iv) of the first sentence of Section 7.9(c), as applicable; provided, further, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committee, then in lieu thereof, such determination will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacitycapacity or its sole discretion, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a another lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith faith. The foregoing is the sole and exclusive standard governing any such determinations, actions and omissions of the General Partner, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the General Partner and no such Person shall not be subject to any fiduciary duty or other duty or obligation obligation, or any other other, different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated ), under this Agreement, Agreement any Group Member Agreement or any other agreements agreement contemplated hereby or otherwisehereby, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless so long as the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner subjectively believed such determination, other action or failure to act was adverse to in, or not opposed to, the best interests of the Partnership. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a) Whenever Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates or an Indemnitee, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates or an Indemnitee in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action acted in good faith faith, and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In any proceeding brought by any Limited Partner or by or on behalf of the Partnership, any such Limited Partner, or any Person who acquires an interest in a Partnership Interest Partner or any other Person who is bound by this Agreement Limited Partner or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determination, action or failure to act was not in good faithpresumption.

Standards of Conduct and Modification of Duties. (a) Whenever Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. The General Partner (and the Conflicts Committee in connection with Special Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as the General Partner (and, if applicable, the Conflicts Committee) determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (or the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by the General Partner, the Board of Directors resolution, action or any committee of the Board of Directors (including the Conflicts Committee)terms so made, makes a determination taken or takes or declines to take any action, or any Affiliates of provided by the General Partner cause the General Partner with respect to do so, in its capacity as the general partner such matter shall not constitute a breach of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby herein or otherwise, then, unless a lesser breach of any standard is provided for in this Agreement, of care or the determination, action duty imposed herein or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action in good faith and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, therein or under the Delaware Act or any other law, rule or regulation or at equityregulation. A determination, other action or failure to act by the General Partner, the Board of Directors of If Special Approval is not sought and the General Partner determines that the resolution or any committee thereof course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (including the Conflicts Committeeiii) or any Affiliate of (iv) above, then it shall be presumed that, in making its decision, the General Partner will be deemed to be acted in good faith unless the General Partnerfaith, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In and in any proceeding brought by any Limited Partner or Assignee or by or on behalf of the Partnership, any such Limited Partner, Partner or any Person who acquires an interest in a Partnership Interest Assignee or any other Person who is bound by this Agreement Limited Partner or Assignee or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, action or failure to act was the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not in good faithconstitute a breach of this Agreement.

Standards of Conduct and Modification of Duties. (a) Whenever Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between any Affiliate of the General PartnerCompany, on the one hand, and the Company or any Group Member, on the other, any resolution or course of action by the Board of Managers in respect of such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of holders of a majority of the Outstanding Common Units (excluding Common Units held by interested parties), (iii) on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company). The Board of Managers shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Board of Managers may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Managers determines that the resolution or course of action taken with respect to a conflict of interest complies with the standards set forth in clause (iii) or (iv) of the second preceding sentence, then (A) such resolution or course of action shall be permitted and deemed approved by all the Members, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty existing at law, in equity or otherwise, including any fiduciary duty and (B) it shall be presumed that, in making its decision, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action Managers acted in good faith faith, and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In any proceeding brought by any Member or Assignee or by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest such Member or any other Person who is bound by this Agreement Member or the Company challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement, action the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Members and shall not constitute a breach of this Agreement or failure to act was not any duty existing at law, in good faithequity or otherwise.

Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, the Board of Directors Unless otherwise expressly provided in this Agreement or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser standard is provided for in this Agreement, whenever a potential conflict of interest exists or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action in good faith and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of arises between the General Partner or any committee thereof of its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Conflicts Committee) Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or any Affiliate course of action that has not received Special Approval. If Special Approval is not sought and the board of directors of the General Partner will determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be deemed to be presumed that, in making its decision, the board of directors acted in good faith unless the General Partnerfaith, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In and in any proceeding brought by any Limited Partner or Assignee or by or on behalf of the Partnership, any such Limited Partner, Partner or any Person who acquires an interest in a Partnership Interest Assignee or any other Person who is bound by this Agreement Limited Partner or Assignee or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement, action or failure to act was not the existence of the conflicts of interest described in good faiththe Registration Statement are hereby approved by all Partners.

Standards of Conduct and Modification of Duties. (a) Whenever Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General PartnerPartner or any of its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the Partnership and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HEP LOGISTICS HOLDINGS, L.P. 27 <PAGE> received Special Approval. If Special Approval is not sought and the Board of Directors of the General Partner determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought by any Limited Partner or Assignee or by or on behalf of such Limited Partner or Assignee or any committee other Limited Partner or Assignee or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the Board conflicts of Directors interest described in the Registration Statement are hereby approved by all Partners. (including b) Whenever the Conflicts Committee), General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates of the General Partner cause the General Partner causes it to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser another express standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner it to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any fiduciary duty other or different standards imposed by this Agreement, any other duty agreement contemplated hereby or obligation under the Delaware LP Act or any other different law, rule or higher standard regulation. In order for a determination or other action to be in "good faith" for purposes of this Agreement, the Person or Persons making such determination or taking or declining to take such other action must reasonably believe that the determination or other action is in the best interests of the Partnership, unless the context otherwise requires. (all c) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of which dutiesits Affiliates causes it to do so, obligations and standards are hereby eliminatedin its individual capacity as opposed to in its capacity as the general partner of the Partnership, waived and disclaimed) contemplated whether under this Agreement, any Group Member Agreement or any other agreements agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates causing it to do so, is entitled to make such determination or to take or decline to take such other action free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner or Assignee, and the General Partner, or such Affiliates causing it to do so, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware LP Act or any other law, rule or regulation regulation. By way of illustration and not of limitation, whenever the phrase, "at the option of the General Partner," or at equitysome variation of that phrase, is used in this Agreement, it indicates that the General Partner is acting in its individual capacity. A determination(d) Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other action than in the ordinary course of business or failure (ii) permit any Group Member to act use any facilities or assets of the General Partner and its Affiliates, FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HEP LOGISTICS HOLDINGS, L.P. 28 <PAGE> except as may be provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General PartnerPartner or any of its Affiliates to enter into such contracts shall be at its option. (e) Except as expressly set forth in this Agreement, neither the Board General Partner nor any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Partnership or any Limited Partner or Assignee and the provisions of Directors this Agreement, to the extent that they restrict or otherwise modify the duties and liabilities, including fiduciary duties, of the General Partner or any committee thereof (including other Indemnitee otherwise existing at law or in equity, are agreed by the Conflicts Committee) or any Affiliate of the General Partner will be deemed Partners to be in good faith unless the General Partner, the Board of Directors replace such other duties and liabilities of the General Partner or any committee thereof such other Indemnitee. (including the Conflicts Committeef) or any Affiliate of The Limited Partner hereby authorizes the General Partner believed such determinationPartner, other action or failure to act was adverse to the interests of the Partnership. In any proceeding brought by or on behalf of the PartnershipPartnership as a partner or member of a Group Member, any Limited Partner, to approve of actions by the general partner or any Person who acquires an interest in a Partnership Interest or any other Person who is bound managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faithSection 7.9. Section 7.10.

Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, the Board of Directors Unless otherwise expressly provided in this Agreement or any committee Group Member Agreement, whenever a potential conflict of the Board of Directors (including the Conflicts Committee), makes a determination interest exists or takes or declines to take any action, or any Affiliates of arises between the General Partner cause or any of its Affiliates, on the one hand, and the Partnership, any Partnership Entity, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner to do soor its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, in its capacity as the general partner and shall not constitute a breach of the Partnership as opposed to in its individual capacity, whether under this Agreement, of any Group Member Agreement or Agreement, of any other agreement contemplated hereby herein or otherwise, then, unless a lesser standard is provided for in this Agreementtherein, or of any duty stated or implied by law or equity, if the determinationresolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, action or omission has been (ii) approved as provided in Section 7.8(c)(iiby the vote of a majority of the Common Units (excluding Common Units owned by the MLP General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General PartnerPartner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, the Board of Directors, such committee or such Affiliates causing and the General Partner to do so, shall make such determination may also adopt a resolution or take or decline to take such course of action in good faith that has not received Special Approval. If Special Approval is not sought and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner determines that the resolution or any committee thereof course of action taken with respect to a conflict of interest satisfies the standards set forth in clauses (including the Conflicts Committeeiii) or any Affiliate of the General Partner will (iv) above, then it shall be deemed to be presumed that, in good faith unless the General Partnermaking its decision, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determinationacted in good faith, other action or failure to act was adverse to the interests of the Partnership. In and in any proceeding brought by any Limited Partner or Assignee or by or on behalf of the Partnership, any such Limited Partner, Partner or any Person who acquires an interest in a Partnership Interest Assignee or any other Person who is bound by this Agreement Limited Partner or Assignee or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement, action or failure to act was not the existence of the conflicts of interest described in good faiththe Registration Statement are hereby approved by all Partners.

Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, the Board of Directors Unless otherwise expressly provided in this Agreement or any committee Group Member Agreement, whenever a potential conflict of the Board of Directors (including the Conflicts Committee), makes a determination interest exists or takes or declines to take any action, or any Affiliates of arises between the General Partner cause or any of its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner to do soor its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, in its capacity as the general partner and shall not constitute a breach of the Partnership as opposed to in its individual capacity, whether under this Agreement, of any Group Member Agreement or Agreement, of any other agreement contemplated hereby herein or otherwise, then, unless a lesser standard is provided for in this Agreementtherein, or of any duty stated or implied by law or equity, if the determinationresolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, action or omission has been (ii) approved as provided in Section 7.8(c)(ii), by the General Partner, vote of a majority of the Board of Directors, such committee or such Affiliates causing Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to do sothe Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall make be authorized but not required in connection with its resolution of such determination or take or decline conflict of interest to take seek Special Approval of such action in good faith resolution, and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors of the General Partner determines that the resolution or any committee thereof course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (including the Conflicts Committeeiii) or any Affiliate of the General Partner will (iv) above, then it shall be deemed to be presumed that, in good faith unless the General Partnermaking its decision, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determinationacted in good faith, other action or failure to act was adverse to the interests of the Partnership. In and in any proceeding brought by any Limited Partner or Assignee or by or on behalf of the Partnership, any such Limited Partner, Partner or any Person who acquires an interest in a Partnership Interest Assignee or any other Person who is bound by this Agreement Limited Partner or Assignee or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement, action or failure to act was not the existence of the conflicts of interest described in good faiththe Registration Statement are hereby approved by all Partners.

Standards of Conduct and Modification of Duties. (a) Whenever Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between one or more Directors or their respective Affiliates, on the General Partnerone hand, and the Company or any Group Member, on the other, any resolution or course of action by the Board or its Affiliates in respect of such conflict of interest shall be permitted and, to the fullest extent permitted by law, deemed approved by all Members, and shall not constitute a breach of this Agreement or of any duty stated or implied by law or equity, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Class A Membership Interest, (iii) on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company). The Board shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Board may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board determines that the resolution or course of action taken with respect to a conflict of interest is on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or that the resolution or course of action taken with respect to a conflict of interest is fair and reasonable to the Company, then such resolution or course of action shall be permitted and, to the fullest extent permitted by law, deemed approved by all the Members, and shall not constitute a breach of this Agreement or of any duty stated or implied by law or equity, including any fiduciary duty. In connection with any such approval by the Board, it shall be presumed that, in making its decision, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action acted in good faith faith, and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In any proceeding brought by any Member or by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest such Member or any other Person who is bound by this Agreement Member or the Company challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determination, action or failure to act was not in good faithpresumption.

Standards of Conduct and Modification of Duties. (a) Whenever Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any action, or any Affiliates of the General Partner cause determines that the General Partner resolution or course of action taken with respect to do soa conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such action in good faith and shall not be subject to any fiduciary duty or other duty or obligation or any other different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated under this Agreement, any Group Member Agreement or any other agreements contemplated hereby or otherwise, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partnerdecision, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be acted in good faith unless the General Partnerfaith, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner believed such determination, other action or failure to act was adverse to the interests of the Partnership. In and in any proceeding brought by any Limited Partner or by or on behalf of the Partnership, any such Limited Partner, or any Person who acquires an interest in a Partnership Interest Partner or any other Person who is bound by this Agreement Limited Partner or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement, action or failure to act was not the existence of the conflicts of interest described in good faiththe Registration Statement are hereby approved by all Partners.

Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacitycapacity or its sole discretion, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless a another lesser standard is provided for in this Agreement, or the determination, action or omission has been approved as provided in Section 7.8(c)(ii), the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith faith. The foregoing is the sole and exclusive standard governing any such determinations, actions and omissions of the General Partner, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the General Partner and no such Person shall not be subject to any fiduciary duty or other duty or obligation obligation, or any other other, different or higher standard (all of which duties, obligations and standards are hereby eliminated, waived and disclaimed) contemplated ), under this Agreement, Agreement any Group Member Agreement or any other agreements agreement contemplated hereby or otherwisehereby, or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 71 General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner will be deemed to be in good faith unless so long as the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or any Affiliate of the General Partner subjectively believed such determination, other action or failure to act was adverse to in, or not opposed to, the best interests of the Partnership. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.