Common use of Suspension of Certain Provisions in Certain Circumstances Clause in Contracts

Suspension of Certain Provisions in Certain Circumstances. The provisions of Article VI and Article VII shall be of no force and effect with respect to Delek US, Delek Refining or Lion Oil, as applicable, and such Party (i) shall have no rights or obligations under Article VI and Article HOU02:1274288 28 VII if such Party shall institute any proceeding or voluntary case seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this Section 9.13. In addition to the foregoing, notwithstanding anything in Article VI and Article VII to the contrary: (a) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, (i) that certain Amended and Restated Replacement Promissory Note I dated as of April 29, 2011 in the original principal amount of $19,250,000, made by Delek Finance, Inc. in favor of Israel Discount Bank of New York (“IDB”), as amended by that certain First Amendment to Amended and Restated Promissory Note I, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note I”), and (ii) that certain Amended and Restated Replacement Promissory Note II dated as of April 29, 2011 in the original principal amount of $28,750,000, made by Delek Finance, Inc. in favor of IDB, as amended by that certain First Amendment to Amended and Restated Promissory Note II, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note II,” and together with IDB Note I, collectively, the “IDB Credit Agreement”), without the prior written consent of the Bank (as defined in the IDB Credit Agreement). Upon any refinancing or replacement of any of the indebtedness evidenced by the IDB Credit Agreement (each an “IDB Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any IDB Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such IDB Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such IDB Refinancing Credit Agreement). (b) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Financing Agreement dated April 29, 2011, by and among Lion Oil, the subsidiaries of Lion Oil party thereto, the lenders party thereto, and Bank Leumi USA in its capacity as collateral agent for the lenders, as amended by that certain First Amendment to Financing Agreement dated as of July 28, 2011, as further amended by that certain Second Amendment to Financing Agreement dated as of November 7, 2011, and as further amended by that certain Third Amendment to Financing Agreement dated as of November 7, 2012, and as further amended, HOU02:1274288 29 supplemented or otherwise modified from time to time (the “Lion Credit Agreement”), without the prior written consent of the Collateral Agent, as defined in the Lion Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Lion Credit Agreement (each a “Lion Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Lion Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Lion Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Lion Refinancing Credit Agreement). (c) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Credit Agreement dated as of February 23, 2010, by and among Delek Refining, Inc., Delek Refining, the lenders party thereto and Xxxxx Fargo Capital Finance, LLC, as administrative agent, as amended, supplemented or otherwise modified from time to time (the “Refining Credit Agreement”), without the prior written consent of Xxxxx Fargo Capital Finance, LLC, as administrative agent, and the Required Lenders, as defined in the Refining Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Refining Credit Agreement (each a “Refining Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Refining Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall not have the right to exercise any right of first offer on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Refining Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Refining Refinancing Credit Agreement). (d) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to: (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as So-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit HOU02:1274288 30 Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement). HOU02:1274288 31

Suspension of Certain Provisions in Certain Circumstances. The provisions of Article VI and Article VII shall be of no force and effect with respect to Delek US, Delek Refining or Lion Oil, as applicable, and such Party (i) shall have no rights or obligations under Article VI and Article HOU02:1274288 28 VII if such Party shall institute any proceeding or voluntary case seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this Section 9.13. In addition to the foregoing, notwithstanding anything in Article VI and Article VII to the contrary: (a) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, (i) that certain Amended and Restated Replacement Promissory Note I dated as of April 29, 2011 in the original principal amount of $19,250,000, made by Delek Finance, Inc. in favor of Israel Discount Bank of New York (“IDB”), as amended by that certain First Amendment to Amended and Restated Promissory Note I, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note I”), and (ii) that certain Amended and Restated Replacement Promissory Note II dated as of April 29, 2011 in the original principal amount of $28,750,000, made by Delek Finance, Inc. in favor of IDB, as amended by that certain First Amendment to Amended and Restated Promissory Note II, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note II,” and together with IDB Note I, collectively, the “IDB Credit Agreement”), without the prior written consent of the Bank (as defined in the IDB Credit Agreement). Upon any refinancing or replacement of any of the indebtedness evidenced by the IDB Credit Agreement (each an “IDB Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any IDB Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such IDB Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such IDB Refinancing Credit Agreement). (b) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Financing Agreement dated April 29December 18, 20112013, by and among Lion Oil, the subsidiaries of Lion Oil party thereto, the lenders party thereto, and Bank Leumi USA Hapoalim B.M. in its capacity as collateral agent for the lenders, as amended by that certain First Amendment to Financing Agreement dated as of July 28, 2011, as further amended by that certain Second Amendment to Financing Agreement dated as of November 7, 2011, and as further amended by that certain Third Amendment to Financing Agreement dated as of November 7, 2012, and as further amended, HOU02:1274288 29 supplemented or otherwise modified from time to time (the “Lion Credit Agreement”), without the prior written consent of the Collateral Agent, as defined in the Lion Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Lion Credit Agreement (each a “Lion Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Lion Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Lion Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Lion Refinancing Credit Agreement). (cb) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Amended and Restated Credit Agreement dated as of February 23January 16, 20102014, by and among Delek Refining, Inc., Delek Refining, the lenders party thereto and Xxxxx Fargo Capital FinanceBank, LLCNational Association, as administrative agent, Xxxxx Fargo Bank, National Association and Bank of America, N.A., as Co-Collateral Agents, Xxxxx Fargo Bank, National Association, Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, RBC Capital Markets, (the brand name for the capital markets activities of Royal Bank of Canada and its affiliates) and Regions Bank, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., as Syndication Agent and Royal Bank of Canada and Regions Bank, as Co-Documentation Agents, and as further amended, supplemented or otherwise modified from time to time (the “Refining Credit Agreement”), without the prior written consent of Xxxxx Fargo Capital FinanceBank, LLCNational Association, as administrative agent, and the Required Lenders, as defined in the Refining Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Refining Credit Agreement (each a “Refining Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Refining Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall not have the right to exercise any right of first offer on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Refining Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Refining Refinancing Credit Agreement). (dc) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to: (i) to any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as SoCo-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit HOU02:1274288 30 Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement). (d) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to any proposed Transfer of any ROFR Asset while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as Co-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. HOU02:1274288 31Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on any proposed Transfer of any ROFR Asset while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement).

Suspension of Certain Provisions in Certain Circumstances. The provisions of Article VI VII and Article VII X shall be of no force and effect with respect to Delek US, Delek Refining or Lion Oil, as applicable, and such Party (i) shall have no rights or obligations under Article VI VII and Article HOU02:1274288 28 VII X if such Party shall institute any proceeding or voluntary case seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this Section 9.13. In addition to the foregoing, notwithstanding anything in Article VI and Article VII to the contrary: (a) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, (i) that certain Amended and Restated Replacement Promissory Note I dated as of April 29, 2011 in the original principal amount of $19,250,000, made by Delek Finance, Inc. in favor of Israel Discount Bank of New York (“IDB”), as amended by that certain First Amendment to Amended and Restated Promissory Note I, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note I”), and (ii) that certain Amended and Restated Replacement Promissory Note II dated as of April 29, 2011 in the original principal amount of $28,750,000, made by Delek Finance, Inc. in favor of IDB, as amended by that certain First Amendment to Amended and Restated Promissory Note II, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note II,” and together with IDB Note I, collectively, the “IDB Credit Agreement”), without the prior written consent of the Bank (as defined in the IDB Credit Agreement). Upon any refinancing or replacement of any of the indebtedness evidenced by the IDB Credit Agreement (each an “IDB Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any IDB Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such IDB Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such IDB Refinancing Credit Agreement). (b) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Financing Agreement dated April 29, 2011, by and among Lion Oil, the subsidiaries of Lion Oil party thereto, the lenders party thereto, and Bank Leumi USA in its capacity as collateral agent for the lenders, as amended by that certain First Amendment to Financing Agreement dated as of July 28, 2011, as further amended by that certain Second Amendment to Financing Agreement dated as of November 7, 2011, and as further amended by that certain Third Amendment to Financing Agreement dated as of November 7, 2012, and as further amended, HOU02:1274288 29 supplemented or otherwise modified from time to time (the “Lion Credit Agreement”), without the prior written consent of the Collateral Agent, as defined in the Lion Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Lion Credit Agreement (each a “Lion Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Lion Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Lion Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Lion Refinancing Credit Agreement). (c) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Credit Agreement dated as of February 23, 2010, by and among Delek Refining, Inc., Delek Refining, the lenders party thereto and Xxxxx Fargo Capital Finance, LLC, as administrative agent, as amended, supplemented or otherwise modified from time to time (the “Refining Credit Agreement”), without the prior written consent of Xxxxx Fargo Capital Finance, LLC, as administrative agent, and the Required Lenders, as defined in the Refining Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Refining Credit Agreement (each a “Refining Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Refining Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall not have the right to exercise any right of first offer on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Refining Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Refining Refinancing Credit Agreement). (d) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to: (i) to any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as SoCo-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit HOU02:1274288 30 Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement). HOU02:1274288 31ARTICLE X

Suspension of Certain Provisions in Certain Circumstances. The provisions of Article VI and Article VII shall be of no force and effect with respect to Delek US, Delek Refining or Lion Oil, as applicable, and such Party (i) shall have no rights or obligations under Article VI and Article HOU02:1274288 28 VII if such Party shall institute any proceeding or voluntary case seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this Section 9.13. In addition to the foregoing, notwithstanding anything in Article VI and Article VII to the contrary: (a) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, (i) that certain Amended and Restated Replacement Promissory Note I dated as of April 29, 2011 in the original principal amount of $19,250,000, made by Delek Finance, Inc. in favor of Israel Discount Bank of New York (“IDB”), as amended by that certain First Amendment to Amended and Restated Promissory Note I, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note I”), and (ii) that certain Amended and Restated Replacement Promissory Note II dated as of April 29, 2011 in the original principal amount of $28,750,000, made by Delek Finance, Inc. in favor of IDB, as amended by that certain First Amendment to Amended and Restated Promissory Note II, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note II,” and together with IDB Note I, collectively, the “IDB Credit Agreement”), without the prior written consent of the Bank (as defined in the IDB Credit Agreement). Upon any refinancing or replacement of any of the indebtedness evidenced by the IDB Credit Agreement (each an “IDB Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any IDB Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such IDB Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such IDB Refinancing Credit Agreement). (b) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Financing Agreement dated April 29December 18, 20112013, by and among Lion Oil, the subsidiaries of Lion Oil party thereto, the lenders party thereto, and Bank Leumi USA Hapoalim B.M. in its capacity as collateral agent for the lenders, as amended by that certain First Amendment to Financing Agreement dated as of July 28, 2011, as further amended by that certain Second Amendment to Financing Agreement dated as of November 7, 2011, and as further amended by that certain Third Amendment to Financing Agreement dated as of November 7, 2012, and as further amended, HOU02:1274288 29 supplemented or otherwise modified from time to time (the “Lion Credit Agreement”), without the prior written consent of the Collateral Agent, as defined in the Lion Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Lion Credit Agreement (each a “Lion Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Lion Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Lion Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Lion Refinancing Credit Agreement). (cb) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Amended and Restated Credit Agreement dated as of February 23January 16, 20102014, by and among Delek Refining, Inc., Delek Refining, the lenders party thereto and Xxxxx Fargo Capital FinanceBank, LLCNational Association, as administrative agent, Xxxxx Fargo Bank, National Association and Bank of America, N.A., as Co-Collateral Agents, Xxxxx Fargo Bank, National Association, Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, RBC Capital Markets, (the brand name for the capital markets activities of Royal Bank of Canada and its affiliates) and Regions Bank, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., as Syndication Agent and Royal Bank of Canada and Regions Bank, as Co-Documentation Agents, and as further amended, supplemented or otherwise modified from time to time (the “Refining Credit Agreement”), without the prior written consent of Xxxxx Fargo Capital FinanceBank, LLCNational Association, as administrative agent, and the Required Lenders, as defined in the Refining Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Refining Credit Agreement (each a “Refining Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Refining Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall not have the right to exercise any right of first offer on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Refining Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Refining Refinancing Credit Agreement). (c) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to: (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as Co-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement). (d) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to: (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as SoCo-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit HOU02:1274288 30 Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement). HOU02:1274288 31.

Suspension of Certain Provisions in Certain Circumstances. The provisions of Article VI and Article VII shall be of no force and effect with respect to Delek US, Delek Refining or Lion Oil, as applicable, and such Party (i) shall have no rights or obligations under Article VI and Article HOU02:1274288 28 VII if such Party shall institute any proceeding or voluntary case seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this Section 9.139.11. In addition to the foregoing, notwithstanding anything in Article VI and Article VII to the contrary: (a) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Promissory Note dated as of November 2, 2010 in the original principal amount of $50,000,000, made by Delek US in favor of Bank Leumi USA (“Leumi”), as amended by a Letter Agreement dated as of April 29, 2011, as further amended by that certain Second Amendment to Promissory Note, to be dated on or about November 7, 2012, and as further amended, supplemented or otherwise modified from time to time (the “Leumi Credit Agreement”), without the prior written consent of the Bank (as defined in the Leumi Credit Agreement). Upon any refinancing or replacement of any of the indebtedness evidenced by the Leumi Credit Agreement (each a “Leumi Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Leumi Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Leumi Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Leumi Refinancing Credit Agreement). (b) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, (i) that certain Amended and Restated Replacement Promissory Note I dated as of April 29, 2011 in the original principal amount of $19,250,000, made by Delek Finance, Inc. in favor of Israel Discount Bank of New York (“IDB”), as amended by that certain First Amendment to Amended and Restated Promissory Note I, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note I”), and (ii) that certain Amended and Restated Replacement Promissory Note II dated as of April 29, 2011 in the original principal amount of $28,750,000, made by Delek Finance, Inc. in favor of IDB, as amended by that certain First Amendment to Amended and Restated Promissory Note II, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note II,” and together with IDB Note I, collectively, the “IDB Credit Agreement”), without the prior written consent of the Bank (as defined in the IDB Credit Agreement). Upon any refinancing or replacement of any of the indebtedness evidenced by the IDB Credit Agreement (each an “IDB Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any IDB Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such IDB Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such IDB Refinancing Credit Agreement). (bc) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Financing Agreement dated April 29, 2011, by and among Lion Oil, the subsidiaries of Lion Oil party thereto, the lenders party thereto, and Bank Leumi USA in its capacity as collateral agent for the lenders, as amended by that certain First Amendment to Financing Agreement dated as of July 28, 2011, as further amended by that certain Second Amendment to Financing Agreement dated as of November 7, 2011, and as further amended by that certain Third Amendment to Financing Agreement dated as of November 7, 2012, and as further amended, HOU02:1274288 29 supplemented or otherwise modified from time to time (the “Lion Credit Agreement”), without the prior written consent of the Collateral Agent, as defined in the Lion Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Lion Credit Agreement (each a “Lion Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Lion Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Lion Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Lion Refinancing Credit Agreement). (cd) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Credit Agreement dated as of February 23, 2010, by and among Delek Refining, Inc., Delek Refining, the lenders party thereto and Xxxxx Fargo Capital Finance, LLC, as administrative agent, as amended, supplemented or otherwise modified from time to time (the “Refining Credit Agreement”), without the prior written consent of Xxxxx Fargo Capital Finance, LLC, as administrative agent, and the Required Lenders, as defined in the Refining Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Refining Credit Agreement (each a “Refining Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Refining Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall not have the right to exercise any right of first offer on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Refining Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Refining Refinancing Credit Agreement). (de) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to: (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9November 7, 20132012, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of CanadaN.A., as So-Syndication AgentsAgreement, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit HOU02:1274288 30 Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement). HOU02:1274288 31.

Suspension of Certain Provisions in Certain Circumstances. The provisions of Article VI and Article VII shall be of no force and effect with respect to Delek US, Delek Refining or Lion Oil, as applicable, and such Party (i) shall have no rights or obligations under Article VI and Article HOU02:1274288 28 VII if such Party shall institute any proceeding or voluntary case seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this Section 9.13. In addition to the foregoing, notwithstanding anything in Article VI and Article VII to the contrary: (a) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, (i) that certain Amended and Restated Replacement Promissory Note I dated as of April 29, 2011 in the original principal amount of $19,250,000, made by Delek Finance, Inc. in favor of Israel Discount Bank of New York (“IDB”), as amended by that certain First Amendment to Amended and Restated Promissory Note I, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note I”), and (ii) that certain Amended and Restated Replacement Promissory Note II dated as of April 29, 2011 in the original principal amount of $28,750,000, made by Delek Finance, Inc. in favor of IDB, as amended by that certain First Amendment to Amended and Restated Promissory Note II, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note II,” and together with IDB Note I, collectively, the “IDB Credit Agreement”), without the prior written consent of the Bank (as defined in the IDB Credit Agreement). Upon any refinancing or replacement of any of the indebtedness evidenced by the IDB Credit Agreement (each an “IDB Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any IDB Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such IDB Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such IDB Refinancing Credit Agreement). (b) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Financing Agreement dated April 29December 18, 20112013, by and among Lion Oil, the subsidiaries of Lion Oil party thereto, the lenders party thereto, and Bank Leumi USA Hapoalim B.M. in its capacity as collateral agent for the lenders, as amended by that certain First Amendment to Financing Agreement dated as of July 28, 2011, as further amended by that certain Second Amendment to Financing Agreement dated as of November 7, 2011, and as further amended by that certain Third Amendment to Financing Agreement dated as of November 7, 2012, and as further amended, HOU02:1274288 29 supplemented or otherwise modified from time to time (the “Lion Credit Agreement”), without the prior written consent of the Collateral Agent, as defined in the Lion Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Lion Credit Agreement (each a “Lion Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Lion Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Lion Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Lion Refinancing Credit Agreement). (cb) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Amended and Restated Credit Agreement dated as of February 23January 16, 20102014, by and among Delek Refining, Inc., Delek Refining, the lenders party thereto and Xxxxx Fargo Capital FinanceBank, LLCNational Association, as administrative agent, Xxxxx Fargo Bank, National Association and Bank of America, N.A., as Co-Collateral Agents, Xxxxx Fargo Bank, National Association, Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, RBC Capital Markets, (the brand name for the capital markets activities of Royal Bank of Canada and its affiliates) and Regions Bank, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., as Syndication Agent and Royal Bank of Canada and Regions Bank, as Co- Documentation Agents, and as further amended, supplemented or otherwise modified from time to time (the “Refining Credit Agreement”), without the prior written consent of Xxxxx Fargo Capital FinanceBank, LLCNational Association, as administrative agent, and the Required Lenders, as defined in the Refining Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Refining Credit Agreement (each a “Refining Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Refining Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall not have the right to exercise any right of first offer on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Refining Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Refining Refinancing Credit Agreement). (c) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to: (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as Co-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement). (d) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to: (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as SoCo-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit HOU02:1274288 30 Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement). HOU02:1274288 31.

Suspension of Certain Provisions in Certain Circumstances. The provisions of Article VI and Article VII shall be of no force and effect with respect to Delek US, Delek Refining or Lion Oil, as applicable, and such Party (i) shall have no rights or obligations under Article VI and Article HOU02:1274288 28 VII if such Party shall institute any proceeding or voluntary case seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this Section 9.13. In addition to the foregoing, notwithstanding anything in Article VI and Article VII to the contrary: (a) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, (i) that certain Amended and Restated Replacement Promissory Note I dated as of April 29, 2011 in the original principal amount of $19,250,000, made by Delek Finance, Inc. in favor of Israel Discount Bank of New York (“IDB”), as amended by that certain First Amendment to Amended and Restated Promissory Note I, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note I”), and (ii) that certain Amended and Restated Replacement Promissory Note II dated as of April 29, 2011 in the original principal amount of $28,750,000, made by Delek Finance, Inc. in favor of IDB, as amended by that certain First Amendment to Amended and Restated Promissory Note II, dated as of November 7, 2012, as further amended, supplemented or otherwise modified from time to time (“IDB Note II,” and together with IDB Note I, collectively, the “IDB Credit Agreement”), without the prior written consent of the Bank (as defined in the IDB Credit Agreement). Upon any refinancing or replacement of any of the indebtedness evidenced by the IDB Credit Agreement (each an “IDB Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any IDB Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such IDB Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such IDB Refinancing Credit Agreement). (b) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Financing Agreement dated April 29December 18, 20112013, by and among Lion Oil, the subsidiaries of Lion Oil party thereto, the lenders party thereto, and Bank Leumi USA Hapoalim B.M. in its capacity as collateral agent for the lenders, as amended by that certain First Amendment to Financing Agreement dated as of July 28, 2011, as further amended by that certain Second Amendment to Financing Agreement dated as of November 7, 2011, and as further amended by that certain Third Amendment to Financing Agreement dated as of November 7, 2012, and as further amended, HOU02:1274288 29 supplemented or otherwise modified from time to time (the “Lion Credit Agreement”), without the prior written consent of the Collateral Agent, as defined in the Lion Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Lion Credit Agreement (each a “Lion Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Lion Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall have no right to exercise any right of first offer under Article VI on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Lion Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Lion Refinancing Credit Agreement). (cb) The Partnership Group shall have no right to exercise any right of first offer under Article VI on, and no ROFO Asset Owner or lender to any ROFO Asset Owner shall have any obligation to give any ROFO Notice or other notice to the Partnership Group with respect to, any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under, and as defined in, that certain Amended and Restated Credit Agreement dated as of February 23January 16, 20102014, by and among Delek Refining, Inc., Delek Refining, the lenders party thereto and Xxxxx Fargo Capital FinanceBank, LLCNational Association, as administrative agent, Xxxxx Fargo Bank, National Association and Bank of America, N.A., as Co-Collateral Agents, Xxxxx Fargo Bank, National Association, Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, RBC Capital Markets, (the brand name for the capital markets activities of Royal Bank of Canada and its affiliates) and Regions Bank, as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., as Syndication Agent and Royal Bank of Canada and Regions Bank, as Co- Documentation Agents, and as further amended, supplemented or otherwise modified from time to time (the “Refining Credit Agreement”), without the prior written consent of Xxxxx Fargo Capital FinanceBank, LLCNational Association, as administrative agent, and the Required Lenders, as defined in the Refining Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Refining Credit Agreement (each a “Refining Refinancing Credit Agreement”), the Partnership Group shall execute and deliver to any administrative agent and/or lenders under any Refining Refinancing Credit Agreement an agreement and acknowledgement that the Partnership Group shall not have the right to exercise any right of first offer on any proposed Transfer of any ROFO Asset while any Default or Event of Default exists under such Refining Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Refining Refinancing Credit Agreement). (dc) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to: (i) to any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as SoCo-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit HOU02:1274288 30 Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on (i) any proposed Transfer of any ROFR Asset or (ii) the use of the ROFR Capacity while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement). (d) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to any proposed Transfer of any ROFR Asset while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as Co-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co- Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. HOU02:1274288 31Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on any proposed Transfer of any ROFR Asset while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement).