Common use of Permitted Exceptions Clause in Contracts

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”): (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity; (c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek Entity after November 7, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) (the “Subject Assets”) if: (i) the fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 million at the time of such acquisition by the Delek Entity or completion of construction, as the case may be; (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) equal to or greater than $5.0 million at the time of such acquisition by a Delek Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII; (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”): (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity; (c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek Entity after November 7, 2012 the date of this Agreement (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) (the “Subject Assets”) if: (i) the fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 million at the time of such acquisition by the Delek Entity or completion of construction, as the case may be; (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) equal to or greater than $5.0 million at the time of such acquisition by a Delek Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII; (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Tesoro Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”): (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Tesoro Entity and that is (iii) within, directly connected to, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek EntityTesoro Entity or (ii) acquired or constructed by a Tesoro Entity to replace an Asset of the Partnership Group that no longer provides services to any Tesoro Entity due to the occurrence of a force majeure event under a commercial contract between one or more Tesoro Entities and one or more members of the Partnership Group that prevents the Partnership Group from providing services under such commercial contract; (c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek Tesoro Entity after November 7, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) the date of this Agreement (the “Subject Assets”) if: (i) the fair market value of the Subject Assets (as determined in good faith by the Board of Directors Directors, or other governing body, of the Delek Tesoro Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 5 million at the time of such acquisition by the Delek Tesoro Entity or completion of construction, as the case may be;; or (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors Directors, or other governing body, of the Delek Tesoro Entity that will own the Subject Assets) equal to or greater than $5.0 5 million at the time of such acquisition by a Delek Tesoro Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII;and (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”): (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity; (c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek Entity after November 7, 2012 the date of this Agreement (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) (the “Subject Assets”) if: (i) the fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) of the Subject Assets (excluding for purposes of this Section 2.2(c)(i) any Subject Assets described on Schedule VII) is less than $5.0 million at the time of such acquisition by the Delek Entity or completion of construction, as the case may be; (ii) in the case of an acquisition or the construction of the Subject Assets (excluding for purposes of this Section 2.2(c)(ii) any Subject Assets described on Schedule VII) with a fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) equal to or greater than $5.0 million at the time of such acquisition by a Delek Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets are described on Schedule VII; (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”): (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity; (c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek Entity after November 7, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) (the “Subject Assets”) if: (i) the fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 million at the time of such acquisition by the Delek Entity or completion of construction, as the case may be; (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) equal to or greater than $5.0 million at the time of such acquisition by a Delek Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII; (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.. HOU02:1274288 8

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Anschutz Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”):circumstances: (a) the ownership and/or operation of any of assets owned by an Anschutz Entity on the Retained Assets (Closing Date, including without limitation any capital improvements, replacements or direct expansions of the Retained Assets)such assets; (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity; (c) the acquisition, ownership or and/or operation of any asset or group of related assets used in the activities described in Section 2.1 2.1(a) or Section 2.1(b) that are acquired or constructed by a Delek an Anschutz Entity after November 7, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) the date of this Agreement (the “"Subject Assets”") if: (i) the fair market value of the Subject Assets (as determined in good faith by the Board of Directors Directors, or other governing body, of the Delek Anschutz Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 10 million (and, together with all other Subject Assets acquired or constructed by an Anschutz Entity within the preceding 12-month period and not purchased by a member of the Partnership Group, less than $50 million) at the time of such acquisition by the Delek Anschutz Entity or completion of construction, as the case may be; (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors Directors, or other governing body, of the Delek Anschutz Entity that will own the Subject Assets) equal to or greater than $5.0 10 million (or, together with all other Subject Assets acquired or constructed by an Anschutz Entity within the preceding 12-month period and not purchased by a member of the Partnership Group, equal to or greater than $50 million) at the time of such acquisition by a Delek Entity or the completion of construction, as applicablean Anschutz Entity, the Partnership MLP has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 2.3(a) and the Partnership MLP, with the approval of the Conflicts Committee, has elected not to purchase the Subject Assets; provided that in the case of an acquisition described above in this clause (ii) where the fair market value of the Subject Assets represents less than a majority of the fair market value (as determined in good faith by the Board of Directors, or other governing body, of the Anschutz Entity that will own the Subject Assets) of the total assets or business being considered for acquisition, then the Anschutz Entity has subsequently offered the MLP the opportunity to purchase the Subject Assets in accordance with the procedures set forth in Section 2.3(b) and the MLP, with the approval of the Conflicts Committee, has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(iin the case of the construction of Subject Assets with a fair market value (as determined in good faith by the Board of Directors, or other governing body, of the Anschutz Entity that will own the Subject Assets) equal to or greater than $10 million (or, together with all other Subject Assets acquired or constructed by an Anschutz Entity within the preceding 12-month period and Section 2.2(c)(ii)not purchased by a member of the Partnership Group, equal to or greater than $50 million) at the time of completion of construction, the MLP has been offered the opportunity to purchase the Subject Assets described on Schedule VII;in accordance with Section 2.3(b) and the MLP, with the approval of the Conflicts Committee, has elected not to purchase the Subject Assets. (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (ec) the ownership and/or operation of equity interests in any Subject Assets if an Anschutz Entity and the General Partner Partner, on behalf of the MLP, with the approval of the Conflicts Committee, have agreed prior to the acquisition or construction by the Anschutz Entity of the Subject Assets regarding the amount and nature of consideration, closing date and other terms upon which a member of the Partnership GroupGroup will acquire the Subject Assets from the Anschutz Entity after such acquisition or construction.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Andeavor Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”):circumstances: (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek an Andeavor Entity and that is (iii) within, directly connected to, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by an Andeavor Entity or (ii) acquired or constructed by an Andeavor Entity to replace an Asset of the Partnership Group that no longer provides services to any Andeavor Entity due to the occurrence of a Delek Entityforce majeure event under a commercial contract between one or more Andeavor Entities and one or more members of the Partnership Group that prevents the Partnership Group from providing services under such commercial contract; (c) the acquisition, ownership or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Delek an Andeavor Entity after November 7April 26, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) 2011 (the “Subject Assets”) if: (i) the fair market value of the Subject Assets (as determined in good faith by the Board of Directors Directors, or other governing body, of the Delek Andeavor Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 5 million at the time of such acquisition by the Delek Andeavor Entity or completion of construction, as the case may be;; or (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors Directors, or other governing body, of the Delek Andeavor Entity that will own the Subject Assets) equal to or greater than $5.0 5 million at the time of such acquisition by a Delek an Andeavor Entity or the completion of construction, as applicable, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII;and (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.