Common use of Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal Clause in Contracts

Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal. shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Initial Closing Date and ending at 12:00 midnight, Eastern Standard Time, on December 31, 2005, the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited Partner, provided that prior to the effective date of such withdrawal, the Limited Partner approves such withdrawal and the General Partner delivers to the Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability of the Limited Partner, any limited partner of the Limited Partner, or any limited partner of any Group Member, or cause the Limited Partner or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; (ii) at any time after 12:00 midnight, Eastern Standard Time, on December 31, 2005, the General Partner voluntarily withdraws by giving at least 90 days' advance notice to the Limited Partner, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 12.1(a)(ii), (iii) or (iv). If the General Partner gives a notice of withdrawal pursuant to Section 12. l(a)(i) or Section 13.1(a)(i) of the MLP Agreement, the Limited Partner may, prior to the effective date of such withdrawal or removal, elect a successor General Partner, provided that such successor shall be the same Person, if any, that is elected by the limited partners of the MLP pursuant to Section 13.1 of the MLP Agreement as the successor to the General Partner in its capacity as general partner of the MLP. If, prior to the effective date of the General Partner's withdrawal, a successor is not selected by the Limited Partner as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 13.1. Any successor General Partner elected in accordance with the terms of this Section 12.1 shall be subject to the provisions of Section 11.3.

Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal. shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Initial Closing Date and ending at 12:00 midnight, Eastern Standard Time, on December 31, 20052004, the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited PartnerPartners, provided that prior to the effective date of such withdrawal, the withdrawal is approved by Limited Partner approves such withdrawal Partners holding at least a Unit Majority and the General Partner delivers to the Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability of the any Limited Partner, any limited partner Partner or of the Limited Partner, or any limited partner of any Group Member, Member or cause the Limited Partner or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; (ii) at any time after 12:00 midnight, Eastern Standard Time, on December 31, 20052004, the General Partner voluntarily withdraws by giving at least 90 days' advance notice to the Limited PartnerPartners, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the a General Partner pursuant to Section 12.1(a)(ii), (iii13.1(a)(ii) or is removed pursuant to Section 13.2; or (iv)) notwithstanding clause (i) of this sentence, at any time that the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and its Affiliates) own 39 beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 12. l(a)(i) or Section 13.1(a)(i) ), holders of at least a majority of the MLP Agreement, Outstanding Units (excluding for purposes of such determination Units owned by the Limited General Partner and its Affiliates) may, prior to the effective date of such withdrawal or removalwithdrawal, elect a successor General Partner, provided that such . The Person so elected as successor General Partner shall be the same Person, if any, that is elected by the limited partners of the MLP pursuant to Section 13.1 of the MLP Agreement as automatically become the successor to the General Partner in its capacity as general partner of the MLPother Group Members. If, prior to the effective date of the General Partner's withdrawal, a successor is not selected by the Limited Partner Partners as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 13.114.1. Any successor General Partner elected in accordance with the terms of this Section 12.1 13.1 shall be subject to the provisions of Section 11.312.3.

Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal. shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Initial Closing Date and ending at 12:00 midnight, Eastern Central Standard Time, on December 31June 30, 20052014, the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited Partner, Partners; provided that prior to the effective date of such withdrawal, the withdrawal is approved by the Limited Partner approves such withdrawal Partners and the General Partner delivers to the Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability of the any Limited PartnerHEP LOGISTICS HOLDINGS, any limited partner of the L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Partner or MLP Limited Partner, or any limited partner of any Group Member, Partner or cause the Limited Partner Partnership or any Group Member the MLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposespurposes (to the extent not already so treated or taxed); (ii) at any time after 12:00 midnight, Eastern Central Standard Time, on December 31June 30, 20052014, the General Partner voluntarily withdraws by giving at least 90 days' advance notice to the Limited PartnerPartners, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 12.1(a)(ii), (iii11.1(a)(ii) or (iviii). If the General Partner gives a notice of withdrawal pursuant to Section 12. l(a)(i11.1(a)(i) or Section 13.1(a)(i) of the MLP Agreementhereof, the Limited Partner Partners may, prior to the effective date of such withdrawal or removalwithdrawal, elect a successor General Partner, provided that such successor shall be the same Person, if any, that is elected by the limited partners of the MLP pursuant to Section 13.1 of the MLP Agreement as the successor to the General Partner in its capacity as general partner of the MLP. If, prior to the effective date of the General Partner's withdrawal, a successor is not selected by the Limited Partner Partners as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 13.112.1. Any successor General Partner elected in accordance with the terms of this Section 12.1 11.1 shall be subject to the provisions of Section 11.310.3.

Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal. shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Initial Closing Date and ending at 12:00 midnight, Eastern Standard Time, on December 31, 20052006, the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited Partner, Partners; provided that prior to the effective date of such withdrawal, the Limited Partner approves such withdrawal is approved by the holders of a Majority Interest and the General Partner delivers to the Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability of the any Limited Partner, any limited partner of the Limited Partner, Partner or any limited partner of any Group Member, Genesis OLP or cause the Limited Partner Partnership or any Group Member Genesis OLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposespurposes (to the extent not previously treated as such); (ii) at any time after 12:00 midnight, Eastern Standard Time, on December 31, 20052006, the General Partner voluntarily withdraws by giving at least 90 days' advance notice to the Limited PartnerPartners, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 12.1(a)(ii), (iii11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv)) notwithstanding clause (i) of this sentence, at any time that the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Limited Partner Interests. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or managing member of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 12. l(a)(i) or Section 13.1(a)(i) of the MLP Agreement11.1(a)(i), the Limited Partner holders of a Majority Interest, may, prior to the effective date of such withdrawal or removalwithdrawal, elect a successor General Partner, provided that such . The Person so elected as successor General Partner shall be the same Person, if any, that is elected by the limited partners automatically become a successor general partner or managing member of the MLP pursuant to Section 13.1 other Group Members of the MLP Agreement as the successor to which the General Partner in its capacity as is a general partner of the MLPpartner. If, prior to the effective date of the General Partner's withdrawal, a successor is not selected by the Limited Partner Partners as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 13.112.1. Any successor General Partner elected in accordance with the terms of this Section 12.1 11.1 shall be subject to the provisions of Section 11.310.3.

Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal. shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Initial Closing Date and ending at 12:00 midnight, Eastern Standard Time, on December 31, 20052010, the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited PartnerPartners; provided, provided that prior to the effective date of such withdrawal, the withdrawal is approved by the Limited Partner approves such withdrawal Partners and the General Partner delivers to the Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability of the any Limited Partner, any limited partner of the Limited Partner, or any limited partner partners of any Group Member, the MLP or cause the Limited Partner Partnership or any Group Member the MLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposespurposes (to the extent not previously treated as such); (ii) at any time after 12:00 midnight, Eastern Standard Time, on December 31, 20052010, the General Partner voluntarily withdraws by giving at least 90 days' advance notice to the Limited PartnerPartners, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 12.1(a)(ii11.1(a)(ii), (iii) or (iv). If the General Partner gives a notice of withdrawal pursuant to Section 12. l(a)(i11.1(a)(i) hereof or Section 13.1(a)(i11.1(a)(i) of the MLP Agreement, the Limited Partner Partners may, prior to the effective date of such withdrawal or removalwithdrawal, elect a successor General Partner; provided, provided however, that such successor shall be the same Personperson, if any, that is elected by the limited partners of the MLP pursuant to Section 13.1 11.1 of the MLP Agreement as the successor to the General Partner in its capacity as general partner of the MLP. If, prior to the effective date of the General Partner's withdrawal, a successor is not selected by the Limited Partner Partners as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 13.112.1. Any successor General Partner elected in accordance with the terms of this Section 12.1 11.1 shall be subject to the provisions of Section 11.310.3.

Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal. shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Initial Closing Date and ending at 12:00 midnight, Eastern Standard Time, on December 31, 20052004, the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited Partner, provided that prior to the effective date of such withdrawal, the Limited Partner approves such withdrawal and the General Partner delivers to the Partnership an Opinion of Counsel ("Withdrawal Opinion of CounselWITHDRAWAL OPINION OF COUNSEL") that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability of the Limited Partner, any limited partner of the Limited Partner, or any limited partner of any Group Member, or cause the Limited Partner or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; (ii) at any time on or after 12:00 midnight, Eastern Standard Time, on December 31, 20052004, the General Partner voluntarily withdraws by giving at least 90 days' advance notice to the Limited Partner, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 12.1(a)(ii), (iii) or (iv)(B); or (iv) at any time that the General Partner ceases to be the General Partner pursuant to Section 12.1(a)(iv)(A), and such withdrawal does not constitute a breach of the MLP Agreement. If the General Partner gives a notice of withdrawal pursuant to Section 12. l(a)(i12.1(a)(i) or Section 13.1(a)(i) of the MLP Agreement, the Limited Partner may, prior to the effective date of such withdrawal or removal, elect a successor General Partner, provided that such successor shall be the same Person, if any, that is elected by the limited partners of the MLP pursuant to Section 13.1 of the MLP Agreement as the successor to the General Partner in its capacity as general partner of the MLP. If, prior to the effective date of the General Partner's withdrawal, a successor is not selected by the Limited Partner as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 13.1. Any successor General Partner elected in accordance with the terms of this Section 12.1 shall be subject to the provisions of Section 11.3.

Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal. shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Initial Closing Date and ending at 12:00 midnight, Eastern Central Standard Time, on December 31June 30, 20052014, the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited Partner, Partners; provided that prior to the effective date of such withdrawal, the withdrawal is approved by the Limited Partner approves such withdrawal Partners and the General Partner delivers to the Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability of the any Limited Partner, any limited partner of the Partner or MLP Limited Partner, or any limited partner of any Group Member, Partner or cause the Limited Partner Partnership or any Group Member the MLP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposespurposes (to the extent not previously treated as such); (ii) at any time after 12:00 midnight, Eastern Central Standard Time, on December 31June 30, 20052014, the General Partner voluntarily withdraws by giving at least 90 days' advance notice to the Limited PartnerPartners, such withdrawal to take effect on the date specified HEP LOGISTICS HOLDINGS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 12.1(a)(ii), (iii11.1(a)(ii) or (iviii). If the General Partner gives a notice of withdrawal pursuant to Section 12. l(a)(i11.1(a)(i) or Section 13.1(a)(i) of the MLP Agreementhereof, the Limited Partner Partners may, prior to the effective date of such withdrawal or removalwithdrawal, elect a successor General Partner, provided that such successor shall be the same Person, if any, that is elected by the limited partners of the MLP pursuant to Section 13.1 of the MLP Agreement as the successor to the General Partner in its capacity as general partner of the MLP. If, prior to the effective date of the General Partner's withdrawal, a successor is not selected by the Limited Partner Partners as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 13.112.1. Any successor General Partner elected in accordance with the terms of this Section 12.1 11.1 shall be subject to the provisions of Section 11.310.3.

Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal. shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Initial Closing Date and ending at 12:00 midnight, Eastern Standard Time, on December 31, 20052004, the General Partner voluntarily withdraws by giving at least 90 days' advance notice of its intention to withdraw to the Limited Partner, provided that prior to the effective date of such withdrawal, the Limited Partner approves such withdrawal and the General Partner delivers to the Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability of the Limited Partner, any limited partner of the Limited Partner, or any limited partner of any Group Member, or cause the Limited Partner or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; (ii) at any time on or after 12:00 midnight, Eastern Standard Time, on December 31, 20052004, the General Partner voluntarily withdraws by giving at least 90 days' advance notice to the Limited Partner, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 12.1(a)(ii), (iii) or (iv)(B); or (iv) at any time that the General Partner ceases to be the General Partner pursuant to Section 12.1(a)(iv)(A), and such withdrawal does not constitute a breach of the MLP Agreement. If the General Partner gives a notice of withdrawal pursuant to Section 12. l(a)(i12.1(a)(i) or Section 13.1(a)(i) of the MLP Agreement, the Limited Partner may, prior to the effective date of such withdrawal or removal, elect a successor General Partner, provided that such successor shall be the same Person, if any, that is elected by the limited partners of the MLP pursuant to Section 13.1 of the MLP Agreement as the successor to the General Partner in its capacity as general partner of the MLP. If, prior to the effective date of the General Partner's withdrawal, a successor is not selected by the Limited Partner as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 13.1. Any successor General Partner elected in accordance with the terms of this Section 12.1 shall be subject to the provisions of Section 11.3.Section