Common use of Existing Restrictions Clause in Contracts

Existing Restrictions. The Indenture. The First Supplemental Indenture to the Indenture, dated as of July 15, 2002. Schedule 6.08 EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference is made to the Credit Agreement dated as of December 15, 2000 as amended and restated through March 6, 2003 (as amended and in effect on the date hereof, the "Credit Agreement"), among Valero Logistics Operations, L.P., the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee/Assignor shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): Exhibit A-1 Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Facility Principal Amount Assigned of all Lenders thereunder) -------------------- ------------------------- ---------------------------------------- Commitment Assigned: $ %

Existing Restrictions. The Indenture. The First Supplemental Indenture to conditions and restrictions contained in the Indenture, dated May 22, 2008, by and between the Borrower and The Bank of New York Trust Company, N.A., as of July 15trustee, 2002as the same may be amended, supplemented, restated or otherwise modified from time to time. Schedule 6.08 EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is made to the Credit Agreement dated as of December 15, 2000 as amended the Effective Date set forth below and restated through March 6, 2003 is entered into by and between [Insert name of Assignor] (as amended the “Assignor”) and in effect on [Insert name of Assignee] (the date hereof, “Assignee”). Capitalized terms used but not defined herein shall have the "Credit Agreement"), among Valero Logistics Operations, L.P., the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined meanings given to them in the Credit Agreement are used herein with identified below (as amended, the same meanings“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor named on the reverse hereof hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named on the reverse hereofAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective as of subject to and in accordance with the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights Standard Terms and obligations under Conditions and the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment as of the Assignor on the Assignment Effective Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held inserted by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date Administrative Agent as contemplated below (i) the Assignee shall be a party to and be bound by the provisions all of the Credit Agreement and, to the extent of the Assigned Interest, have the Assignor’s rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish in its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already capacity as a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee/Assignor shall pay the fee payable Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent pursuant extent related to Section 9.04(bthe amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). This Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance shall be governed Assumption, without representation or warranty by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): Exhibit A-1 Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Facility Principal Amount Assigned of all Lenders thereunder) -------------------- ------------------------- ---------------------------------------- Commitment Assigned: $ %.

Existing Restrictions. The IndentureCertain accounts with JPMorgan Chase and US Bank are used to hold funds received from federal and state financial aid programs and cannot, under applicable law, be used to pledge or secure any obligations of the Borrower or any Material Subsidiary. The First Supplemental Indenture to EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the Indenture, “Assignment and Assumption”) is dated as of July 15, 2002the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Schedule 6.08 EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference is made Capitalized terms used but not defined herein shall have the meanings given to the Credit Agreement dated as of December 15, 2000 as amended and restated through March 6, 2003 (as amended and in effect on the date hereof, the "Credit Agreement"), among Valero Logistics Operations, L.P., the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined them in the Credit Agreement are used herein with identified below (as amended, the same meanings“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor named on the reverse hereof hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named on the reverse hereofAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective as of subject to and in accordance with the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights Standard Terms and obligations under Conditions referred to below and the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment as of the Assignor on the Assignment Effective Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held inserted by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date Administrative Agent as contemplated below (i) the Assignee shall be a party to and be bound by the provisions all of the Credit Agreement and, to the extent of the Assigned Interest, have the Assignor’s rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish in its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already capacity as a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee/Assignor shall pay the fee payable Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent pursuant extent related to Section 9.04(bthe amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit, Guarantees, and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). This Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance shall be governed Assumption, without representation or warranty by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): Exhibit A-1 Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Facility Principal Amount Assigned of all Lenders thereunder) -------------------- ------------------------- ---------------------------------------- Commitment Assigned: $ %.

Existing Restrictions. The Indenture. The First Supplemental Indenture to the IndentureCertificate of Designations of Series A Fixed-to-Floating Rate Term Cumulative Preferred Stock due 2057 of Kinder Xxxxxx X.X., Inc. EXHIBIT 1.01-A FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of July 15the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below ([the][each, 2002an] “Assignor”) and [the][each](2) Assignee identified in item 2 below ([the][each, an] “Assignee”). Schedule 6.08 EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference It is made understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to the Credit Agreement dated as of December 15, 2000 as amended and restated through March 6, 2003 (as amended and in effect on the date hereof, the "Credit Agreement"), among Valero Logistics Operations, L.P., the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are used hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the same meanings. The Assignor named on the reverse hereof hereby sells Standard Terms and assigns, without recourse, to the Assignee named on the reverse hereof, Conditions and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities(5) identified below [(including, without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Swingline Loans included in such facilities, as applicable)](6) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor on the Assignment Date(in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of whether known or unknown, arising under or in connection with the Credit Agreement. From and after , any other documents or instruments delivered pursuant thereto or the Assignment Date (i) the Assignee shall be a party loan transactions governed thereby or in any way based on or related to and be bound by the provisions any of the Credit Agreement andforegoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) the Assignor shall, above being referred to the extent of the herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, relinquish its rights and be released from its obligations under the Credit Agreement. This except as expressly provided in this Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign LenderAcceptance, any documentation required to be delivered without representation or warranty by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee/Assignor shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of [the][any] Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): Exhibit A-1 Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Facility Principal Amount Assigned of all Lenders thereunder) -------------------- ------------------------- ---------------------------------------- Commitment Assigned: $ %.

Existing Restrictions. The Indenture1. The First Supplemental Indenture to Restrictions existing under the IndentureMPL LLC Agreement and the MPLI Shareholders’ Agreement, dated as of July 15in each case, 2002referenced in Schedule 6.02. Schedule 6.08 6.10 EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is made to the Credit Agreement dated as of December 15, 2000 as amended the Effective Date set forth below and restated through March 6, 2003 is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (as amended and in effect on the date hereofamended, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), among Valero Logistics Operations, L.P.receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named on the reverse hereof hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named on the reverse hereofAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective as of subject to and in accordance with the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights Standard Terms and obligations under Conditions and the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment as of the Assignor on the Assignment Effective Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held inserted by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date Agent as contemplated below (i) the Assignee shall be a party to and be bound by the provisions all of the Credit Agreement and, to the extent of the Assigned Interest, have the Assignor’s rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish in its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already capacity as a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee/Assignor shall pay the fee payable Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent pursuant extent related to Section 9.04(bthe amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). This Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance shall be governed Assumption, without representation or warranty by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): Exhibit A-1 Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Facility Principal Amount Assigned of all Lenders thereunder) -------------------- ------------------------- ---------------------------------------- Commitment Assigned: $ %.

Existing Restrictions. The IndentureNone. The First Supplemental Indenture to [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION. EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the Indenture, “Assignment and Assumption”) is dated as of July 15, 2002the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Schedule 6.08 EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference is made Capitalized terms used but not defined herein shall have the meanings given to the Credit Agreement dated as of December 15, 2000 as amended and restated through March 6, 2003 (as amended and in effect on the date hereof, the "Credit Agreement"), among Valero Logistics Operations, L.P., the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined them in the Credit Agreement are used herein with identified below (as amended, supplemented or otherwise modified from time to time, the same meanings“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor named on the reverse hereof hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named on the reverse hereofAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective as of subject to and in accordance with the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights Standard Terms and obligations under Conditions and the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment as of the Assignor on the Assignment Effective Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held inserted by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date Administrative Agent as contemplated below (i) the Assignee shall be a party to and be bound by the provisions all of the Credit Agreement and, to the extent of the Assigned Interest, have the Assignor’s rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish in its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already capacity as a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee/Assignor shall pay the fee payable Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent pursuant extent related to Section 9.04(bthe amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). This Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance shall be governed Assumption, without representation or warranty by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): Exhibit A-1 Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Facility Principal Amount Assigned of all Lenders thereunder) -------------------- ------------------------- ---------------------------------------- Commitment Assigned: $ %.

Existing Restrictions. The Indentureconditions and restrictions contained in that certain Indenture dated May 22, 2008, between the Borrower and The Bank of New York Trust Company, N.A., as trustee, including as the same may be amended, supplemented, restated or otherwise modified from time to time. The First Supplemental Indenture to EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the Indenture, “Assignment and Assumption”) is dated as of July 15, 2002the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Schedule 6.08 EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference is made Capitalized terms used but not defined herein shall have the meanings given to the Credit Agreement dated as of December 15, 2000 as amended and restated through March 6, 2003 (as amended and in effect on the date hereof, the "Credit Agreement"), among Valero Logistics Operations, L.P., the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined them in the Credit Agreement are used herein with identified below (as amended, the same meanings“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor named on the reverse hereof hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named on the reverse hereofAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective as of subject to and in accordance with the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the "Assigned Interest") in the Assignor's rights Standard Terms and obligations under Conditions and the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitment as of the Assignor on the Assignment Effective Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held inserted by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date Administrative Agent as contemplated below (i) the Assignee shall be a party to and be bound by the provisions all of the Credit Agreement and, to the extent of the Assigned Interest, have the Assignor’s rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish in its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already capacity as a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee/Assignor shall pay the fee payable Agreement and any other documents or instruments delivered pursuant thereto to the Administrative Agent pursuant extent related to Section 9.04(bthe amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). This Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance shall be governed Assumption, without representation or warranty by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date"): Exhibit A-1 Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Facility Principal Amount Assigned of all Lenders thereunder) -------------------- ------------------------- ---------------------------------------- Commitment Assigned: $ %.