The validity of the Company's Common Units being offered hereby has been
passed upon for the Company by Todd Walker, Esq., Secretary for the Company. Mr.
Walker beneficially owns Common Units of the Company.
Item 6. Indemnification of Directors and Officers.
Under the Company's partnership agreement, in most circumstances, the
Company will indemnify the following persons, to the fullest extent permitted by
law, from and against all losses, claims, damages or similar events:
(1) the general partner;
(2) any departing general partner;
(3) any person who is or was an affiliate of the general partner or any
departing general partner;
(4) any person who is or was a partner, officer, director, employee,
agent, or trustee of the general partner, Valero GP, LLC, or departing
general partner or any affiliate of the general partner, Valero GP,
LLC, or departing general partner; or
(5) any person who is or was serving at the request of the general partner
or departing general partner or any affiliate of the general partner
or departing general partner as an officer, director, employee,
member, partner, agent, or trustee of another person.
Any indemnification under these provisions will only be out of the
Company's assets. Unless it otherwise agrees in its sole discretion, the general
partner shall not be personally liable for any of the Company's indemnification
obligations, nor have any obligation to contribute or loan funds or assets to
the Company to enable us to effectuate indemnification. The Company maintains a
policy of director's and officer's liability insurance, and has entered into
indemnification agreements with the directors and certain officers of Valero GP,
LLC, providing for indemnification on the terms set out in the partnership
agreement of the Company.