Common use of Procedures for Transfer of ROFR Asset Clause in Contracts

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Member) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero (a “Disposition Notice”) of the Group Member’s intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero to reasonably determine the fair market value of such non-cash consideration, the Partnership’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Partnership. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero and the Partnership are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero and the Partnership are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero prior to the First ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership in the Disposition Notice and (ii) Valero and the Partnership are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero notifies the Partnership of its determination thereof, the Partnership and Valero will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member the Operator proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate of the Operator) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership Operator shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero the Company (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero the Company to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror acquirer (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero the Company to reasonably determine the fair market value of such non-cash consideration, the PartnershipOperator’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipOperator. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero the Company and the Partnership Operator are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero the Company will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Operator within 60 sixty (60) days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero the Company and the Partnership Operator are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero the Company shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) 15.3 in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero the Company prior to the First ROFR Acceptance Deadline, then Valero the Company shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valerothe Company’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership Operator in the Disposition Notice and (ii) Valero the Company and the Partnership Operator are unable to mutually agree upon the fair market value of such non-cash consideration within 60 sixty (60) days after Valero the Company notifies the Partnership Operator of its determination thereof, the Partnership Operator and Valero the Company will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser that is not currently engaged in business with either of the Parties to determine the fair market value of the non-cash consideration. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Article 15. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 thirty (30) days of its engagement and furnish Valero the Company and the Partnership Operator its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the PartnershipParties. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero the Company will provide a ROFR Response to the Partnership Operator within 30 thirty (30) days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member the Operator proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate of the Operator) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership Operator shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero the Company (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero the Company to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror acquirer (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero the Company to reasonably determine the fair market value of such non-cash consideration, the PartnershipOperator’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipOperator. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero the Company and the Partnership Operator are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero the Company will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Operator within 60 sixty (60) days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero the Company and the Partnership Operator are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero prior to the First ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership in the Disposition Notice and (ii) Valero and the Partnership are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero notifies the Partnership of its determination thereof, the Partnership and Valero will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.Acceptance

Procedures for Transfer of ROFR Asset. (a) In the event a Partnership Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest than to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero Delek US (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero Delek US to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero Delek US to reasonably determine the fair market value of such non-cash consideration, the PartnershipPartnership Group’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipPartnership Group. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero Delek US and the Partnership Group are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero Delek US will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Group within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero Delek US and the Partnership Group are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero Delek US shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a7.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response HOU02:1274288 21 is delivered by Valero Delek US prior to the First ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s Delek US’ determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership Group in the Disposition Notice and (ii) Valero Delek US and the Partnership Group are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero Delek US notifies the Partnership Group of its determination thereof, the Partnership Group and Valero Delek US will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero Delek US and the Partnership General Partner its determination. The fees of the investment banking firm or appraiser will be split equally between Valero the Delek Entities and the PartnershipPartnership Group. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero Delek US will provide a ROFR Response to the Partnership Group within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero Delek US prior to the Second ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (a) In the event a Partnership Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest than to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero Delek US (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero Delek US to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero Delek US to reasonably determine the fair market value of such non-cash consideration, the PartnershipPartnership Group’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipPartnership Group. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero Delek US and the Partnership Group are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero Delek US will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Group within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero Delek US and the Partnership Group are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero Delek US shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a7.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero Delek US prior to the First ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s Delek US’ determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership Group in the Disposition Notice and (ii) Valero Delek US and the Partnership Group are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero Delek US notifies the Partnership Group of its determination thereof, the Partnership Group and Valero Delek US will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero Delek US and the Partnership General Partner its determination. The fees of the investment banking firm or appraiser will be split equally between Valero the Delek Entities and the PartnershipPartnership Group. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero 20 Delek US will provide a ROFR Response to the Partnership Group within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero Delek US prior to the Second ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (a) In the event a Partnership Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest than to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero Delek US (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero Delek US to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero Delek US to reasonably determine the fair market value of such non-cash consideration, the PartnershipPartnership Group’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipPartnership Group. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero Delek US and the Partnership Group are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero Delek US will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Group within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero Delek US and the Partnership Group are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero Delek US shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a7.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero Delek US prior to the First ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s Delek US’ determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership Group in the Disposition Notice and (ii) Valero Delek US and the Partnership Group are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero Delek US notifies the Partnership Group of its determination thereof, the Partnership Group and Valero Delek US will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero Delek US and the Partnership General Partner its determination. The fees of the investment banking firm or appraiser will be split equally between Valero the Delek Entities and the PartnershipPartnership Group. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero Delek US will provide a ROFR Response to the Partnership Group within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero Delek US prior to the Second ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (a) In the event a Partnership Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest than to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero Delek US (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero Delek US to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero Delek US to reasonably determine the fair market value of such non-cash consideration, the PartnershipPartnership Group’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipPartnership Group. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-non- cash consideration. In the event Valero Delek US and the Partnership Group are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero Delek US will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Group within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero Delek US and the Partnership Group are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero Delek US shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a7.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero Delek US prior to the First ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s Delek US’ determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership Group in the Disposition Notice and (ii) Valero Delek US and the Partnership Group are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero Delek US notifies the Partnership Group of its determination thereof, the Partnership Group and Valero Delek US will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero Delek US and the Partnership General Partner its determination. The fees of the investment banking firm or appraiser will be split equally between Valero the Delek Entities and the PartnershipPartnership Group. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero Delek US will provide a ROFR Response to the Partnership Group within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero Delek US prior to the Second ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member the Operator proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate of the Operator) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership Operator shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero the Company (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero the Company to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror acquirer (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero the Company to reasonably determine the fair market value of such non-cash consideration, the PartnershipOperator’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipOperator. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero the Company and the Partnership Operator are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero the Company will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Operator within 60 sixty (60) days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero the Company and the Partnership Operator are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero the Company shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) 15.3 in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero the Company prior to the First ROFR Acceptance Deadline, then Valero the Company shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valerothe Company’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership Operator in the Disposition Notice and (ii) Valero the Company and the Partnership Operator are unable to mutually agree upon the fair market value of such non-cash consideration within 60 sixty (60) days after Valero the Company notifies the Partnership Operator of its determination thereof, the Partnership Operator and Valero the Company will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser that is not currently engaged in business with either of the Parties to determine the fair market value of the non-cash consideration. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Article 15. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 thirty (30) days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.its

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest to a bona fide third-third- party lender or a Transfer to another Group Member) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero (a “Disposition Notice”) of the Group Member’s intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero to reasonably determine the fair market value of such non-non- cash consideration, the Partnership’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Partnership. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-non- cash consideration. In the event Valero and the Partnership are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero and the Partnership are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero prior to the First ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership in the Disposition Notice and (ii) Valero and the Partnership are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero notifies the Partnership of its determination thereof, the Partnership and Valero will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (a) In the event a Partnership Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest than to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero Delek US (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero Delek US to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero Delek US to reasonably determine the fair market value of such non-cash consideration, the PartnershipPartnership Group’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipPartnership Group. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero Delek US and the Partnership Group are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero Delek US will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Group within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero Delek US and the Partnership Group are unable to agree on the fair market value of any non-non- cash consideration prior to the First ROFR Acceptance Deadline, Valero Delek US shall indicate its desire to determine the fair market value of such non-non- cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a7.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero Delek US prior to the First ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s Delek US’ determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership Group in the Disposition Notice and (ii) Valero Delek US and the Partnership Group are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero Delek US notifies the Partnership Group of its determination thereof, the Partnership Group and Valero Delek US will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero Delek US and the Partnership General Partner its determination. The fees of the investment banking firm or appraiser will be split equally between Valero the Delek Entities and the PartnershipPartnership Group. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero Delek US will provide a ROFR Response to the Partnership Group within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero Delek US prior to the Second ROFR Acceptance Deadline, then Valero Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Member) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero (a “Disposition Notice”) of the Group Member’s intention to enter into such Acquisition Proposal. 16 The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero to reasonably determine the fair market value of such non-cash consideration, the Partnership’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Partnership. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero and the Partnership are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero and the Partnership are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero prior to the First ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership in the Disposition Notice and (ii) Valero and the Partnership are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero notifies the Partnership of its determination thereof, the Partnership and Valero will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.. (b) If Valero elects in a ROFR Response delivered prior to the applicable ROFR Acceptance Deadline to exercise its right of first refusal with respect to a Sale Asset, within 60 days of the delivery of the ROFR Response, such ROFR Response shall be deemed to have been accepted by the Partnership and the applicable Group Member(s) shall enter into an agreement with one or more Valero Entities providing for the consummation of the Acquisition Proposal upon the terms 17 set forth in the ROFR Response. Unless otherwise agreed between Valero and the Partnership, the terms of the purchase and sale agreement will include the following: (i) a Valero Entity will agree to deliver the Offer Price in cash (unless Valero and the Partnership agree that such consideration will be paid, in whole or in part, in equity securities of Valero, an interest-bearing promissory note, or any combination thereof); (ii) the applicable Group Member will represent that it has title to the Sale Asset that is sufficient to operate the Sale Asset in accordance with its intended and historical use, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable Sale Asset, plus any other such matters as Valero may approve. If the Valero Entity desires to obtain any title insurance with respect to the Sale Asset, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by Valero; (iii) the applicable Group Member will grant to Valero the right, exercisable at Valero’ risk and expense prior to the delivery of the ROFR Response, to make such surveys, tests and inspections of the Sale Asset as Valero may deem desirable, so long as such surveys, tests or inspections do not damage the Sale Asset or interfere with the activities of the applicable Group Member; (iv) Valero will have the right to terminate its obligation to purchase the Sale Asset under this Article 5 if the results of any title examination, survey, test or inspection under Section 5.2(b)(ii) or 5.2(b)(iii) above are, in the reasonable opinion of Valero, unsatisfactory; (v) the closing date for the purchase of the Sale Asset shall occur no later than 180 days following receipt by the Partnership of the ROFR Response pursuant to Section 5.2(a); (vi) the applicable Group Member and the applicable Valero Entities shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions contemplated by this Section 5.2(b), including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith; and (vii) the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers; and (viii) neither the Partnership Group nor Valero shall have any obligation to sell or buy the Sale Assets if any of the consents referred to in Section 5.1(b) has not been obtained. 18 (c) Valero and the Partnership shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third business day following the expiration of any required waiting periods under the HSR Act; provided, however, that such delay shall not exceed 60 days following the 180 days referred to in Section 5.2(b)(v) (the “ROFR Governmental Approval Deadline”) and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such ROFR Governmental Approval Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter the Group Member shall be free to consummate the Transfer to the Proposed Transferee, subject to Section 5.2(d)(ii). (d) If the Transfer to the Proposed Transferee (i) in the case of a Transfer other than a Transfer permitted under Section 5.2(c), is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 180 days after the applicable ROFR Acceptance Deadline and (B) three business days after the satisfaction of all governmental approval or filing requirements, if any, or (ii) in the case of a Transfer permitted under Section 5.2(c), is not consummated within the later of (A) 60 days after the ROFR Governmental Approval Deadline and (B) three business days after the satisfaction of all governmental approval or filing requirements, if any, then in each case the Acquisition Proposal shall be deemed to lapse, and the Group Member may not Transfer any of the Sale Assets described in the Disposition Notice without the Partnership complying again with the provisions of this Article 5 if and to the extent then applicable. ARTICLE 6

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member the Operator proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate of the Operator) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership Operator shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero the Company (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero the Company to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror acquirer (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero the Company to reasonably determine the fair market value of such non-cash consideration, the Partnership’s Operator's estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipOperator. To the extent the Proposed Transferee’s 's offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero the Company and the Partnership Operator are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero the Company will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero and the Partnership are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero prior to the First ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership in the Disposition Notice and (ii) Valero and the Partnership are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero notifies the Partnership of its determination thereof, the Partnership and Valero will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (ai) In the event a Group Member TVPC proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate of TVPC) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership TVPC shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero PBF Holding (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero PBF Holding to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror acquirer (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero PBF Holding to reasonably determine the fair market value of such non-cash consideration, the PartnershipTVPC’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipTVPC. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero PBF Holding and the Partnership TVPC are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero PBF Holding will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership TVPC within 60 sixty (60) days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero PBF Holding and the Partnership TVPC are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero PBF Holding shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) 27 in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero PBF Holding prior to the First ROFR Acceptance Deadline, then Valero PBF Holding shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) ValeroPBF Holding’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership TVPC in the Disposition Notice and (ii) Valero PBF Holding and the Partnership TVPC are unable to mutually agree upon the fair market value of such non-cash consideration within 60 sixty (60) days after Valero PBF Holding notifies the Partnership TVPC of its determination thereof, the Partnership TVPC and Valero PBF Holding will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser that is not currently engaged in business with either of the Parties to determine the fair market value of the non-cash consideration. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Section 27. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 thirty (30) days of its engagement and furnish Valero PBF Holding and the Partnership TVPC its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the PartnershipParties. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero PBF Holding will provide a ROFR Response to the Partnership TVPC within 30 thirty (30) days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline” and together with the First ROFR Acceptance Deadline, the “ROFR Acceptance Deadlines”). If no ROFR Response is delivered by Valero PBF Holding prior to the Second ROFR Acceptance Deadline, then Valero PBF Holding shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member the Operator proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate of the Operator) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership Operator shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero the Company (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero the Company to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror acquirer (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero the Company to reasonably determine the fair market value of such non-cash consideration, the PartnershipOperator’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipOperator. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero the Company and the Partnership Operator are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero the Company will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Operator within 60 sixty (60) days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero the Company and the Partnership Operator are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero the Company shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) 15.3 in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero the Company prior to the First ROFR Acceptance Deadline, then Valero the Company shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valerothe Company’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership Operator in the Disposition Notice and (ii) Valero the Company and the Partnership Operator are unable to mutually agree upon the fair market value of such non-cash consideration within 60 sixty (60) days after Valero the Company notifies the Partnership Operator of its determination thereof, the Partnership Operator and Valero the Company will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser that is not currently engaged in business with either of the Parties to determine the fair market value of the non-cash consideration. In the event the Parties are unable to agree upon an investment banking firm, each Party will select a nationally recognized investment banking firm, and the two investment banking firms so chosen will select a third investment banking firm to serve as the investment banking firm for purposes of this Article 15. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.market

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member proposes to Transfer any of the ROFR Assets (other a grant of a security interest to a bona fide third-third- party lender or a Transfer to another Group Member) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero (a “Disposition Notice”) of the Group Member’s intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero to reasonably determine the fair market value of such non-cash consideration, the Partnership’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Partnership. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero and the Partnership are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero and the Partnership are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero prior to the First ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership in the Disposition Notice and (ii) Valero and the Partnership are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero notifies the Partnership of its determination thereof, the Partnership and Valero will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.event

Procedures for Transfer of ROFR Asset. (a) In the event a Group Member the Operator proposes to Transfer any of the ROFR Assets (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Group Memberan Affiliate of the Operator) pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then the Partnership Operator shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Valero the Company (a “Disposition Notice”) of the Group Member’s its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Valero the Company to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror acquirer (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Valero the Company to reasonably determine the fair market value of such non-cash consideration, the Partnership’s Operator's estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the PartnershipOperator. To the extent the Proposed Transferee’s 's offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Valero the Company and the Partnership Operator are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Valero the Company will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Operator within 60 sixty (60) days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Valero the Company and the Partnership Operator are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Valero the Company shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 5.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Valero prior to the First ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset, except to the extent reinstated as provided in Section 5.2(d). In the event (i) Valero’s determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership in the Disposition Notice and (ii) Valero and the Partnership are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Valero notifies the Partnership of its determination thereof, the Partnership and Valero will engage a mutually agreed upon, nationally recognized investment banking firm or other mutually acceptable qualified appraiser to determine the fair market value of the non-cash consideration. The investment banking firm or appraiser will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Valero and the Partnership its determination. The fees of the investment banking firm or appraiser will be split equally between Valero and the Partnership. Once the investment banking firm or appraiser has submitted its determination of the fair market value of the non-cash consideration, Valero will provide a ROFR Response to the Partnership within 30 days after the investment banking firm or appraiser has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Valero prior to the Second ROFR Acceptance Deadline, then Valero shall be deemed to have waived its right of first refusal with respect to such Sale Asset.to