Common use of BRANDS AND TRADE NAMES Clause in Contracts

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to MARKETER for the term of this Agreement, the right to use CITGO’s applicable brand names, trademarks and other forms of CITGO’s identification, in the manner established by CITGO from time to time, in connection with the resale by MARKETER of CITGO Motor Fuels. a. CITGO reserves the right to control fully the quality and branding of CITGO Motor Fuels which may be sold and/or distributed under CITGO’s brands and trade names. This includes the right to terminate or add types of Motor Fuel(s) to those which are currently available for purchase from CITGO, or to change the name or names of any CITGO Motor Fuels. MARKETER shall offer for sale all branded CITGO Motor Fuels that are delivered under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. MARKETER shall not adulterate, change or alter the nature, quality or appearance of any of the Motor Fuels purchased hereunder. b. If MARKETER elects to sell Motor Fuel(s) not purchased or acquired under this Agreement, MARKETER shall not allow nor permit the use of CITGO’s brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such Motor Fuel(s). CITGO’s “brand names and trademarks,” as used herein, include CITGO’s logos, brand identification, product and service advertising, payment cards, product names and service marks. CITGO’s “trade dress” refers to the manner and style of advertising material, including color graphics and art work on product labels, point of purchase (“POP”) material, buildings, signs, pumps and other equipment. c. Any non-CITGO Motor Fuels sold by or through MARKETER shall be clearly identified and labeled in such language and print at least comparable in size to CITGO’s brand names, trademarks, trade dress, and other forms of CITGO identification in order to make it unmistakably clear that such Motor Fuels are not CITGO Motor Fuels; the intent of this requirement is to preclude any likelihood of public confusion, mistake or deception. As an example, but not by way of limitation, if a MARKETER sells Motor Fuel(s) from a product dispenser which was not purchased or acquired under this Agreement, the MARKETER shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification. The designation “NO BRAND, THIS IS NOT A CITGO PRODUCT” shall appear in print at least comparable in size to the largest CITGO identification being used on any similar Motor Fuel(s) dispenser. d. MARKETER agrees that if a customer of the MARKETER requests CITGO Motor Fuel(s) and such Motor Fuel(s) is not available, the customer of the MARKETER will be orally advised by the MARKETER that such CITGO Motor Fuel(s) is not available. e. MARKETER recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and the requirements as herein stated relating to the use of such identification, including their incorporation in any advertising campaign organized, supervised or paid for by MARKETER (to include advertisements on motor vehicles and dispensing equipment), are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the MARKETER to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. f. All signs, poles and identification items (collectively, “CITGO Branding Material”) furnished to MARKETER by CITGO for display at locations through which MARKETER supplies CITGO Motor Fuels for resale, shall be erected, installed and maintained in accordance with CITGO’s image specifications. MARKETER shall bear all responsibility for costs involved in such maintenance and repair of CITGO Branding Material, as well as any removal costs. g. MARKETER understands and agrees that CITGO Branding Material will only be provided to those Locations that fulfill CITGO’s image standards and requirements. Therefore, MARKETER shall not make available or erect any CITGO Branding Material at any location that has not been approved in writing by CITGO nor shall MARKETER relocate any CITGO Branding Material without CITGO’s prior written consent. h. MARKETER agrees to purchase insurance sufficient to cover the repair and/or replacement value of all CITGO Branding Material. MARKETER further agrees to indemnify and hold CITGO harmless from and against any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal of all CITGO Branding Material or other equipment, furnished or leased to MARKETER by CITGO. i. CITGO retains title to and all ownership rights in all CITGO Branding Material that bears CITGO ‘s name, trademarks and/or trade dress. MARKETER agrees to advise the owners and/or occupants of the Locations to which it supplies CITGO Motor Fuels (“MARKETER’s Retailers” or “Retailers”) of CITGO’s ownership of CITGO Branding Material. MARKETER further agrees to notify its Retailers that MARKETER, CITGO, or an authorized representative of either party, has the right to remove same from the premises at any time. j. All CITGO Branding Material that has been furnished by CITGO to any Location, including any installation costs paid by CITGO, shall be amortized over a sixty (60) month period on a straight-line basis. Should any such Location be debranded within the sixty (60) month amortization period, the MARKETER shall pay to CITGO the unamortized portion of the costs associated with the CITGO Branding Material as of the date of debranding. Notwithstanding the MARKETER’s obligation to pay the unamortized portion of the costs, the ownership of that portion of the CITGO Branding Material that does not contain CITGO’s name and trademarks shall pass to MARKETER upon installation of the Branding Material. Further, after the CITGO Branding Material is fully amortized, title to such Branding Material shall pass to MARKETER. Notwithstanding anything to the contrary, CITGO shall permanently retain ownership of sign faces, decals and other identification items that contain CITGO’s name and trademarks. k. MARKETER agrees to comply with applicable federal, state or local laws, statutes, codes, rules, ordinanaces, regulations and orders (collectively, “Laws”) regarding the filing and payment of any taxes, fines, and fees regarding all signage, CITGO Branding Material, POP, EPOS and/or Payment Card equipment. l. Upon debranding a Location, MARKETER shall remove all identification items, including CITGO Branding Material, furnished or leased by CITGO within thirty (30) days. Identification items shall be removed by MARKETER, CITGO or an authorized representative of either Party, at MARKETER’s expense. CITGO has the right to remove all CITGO Branding Material not removed in a timely manner and charge MARKETER for the cost of removal.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to MARKETER Franchisee, for the term of this Agreement, the right to use CITGO’s applicable brand names, trademarks and other forms of CITGO’s identification, in the manner established by CITGO * CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. from time to time, in connection with the resale by MARKETER Franchisee of CITGO Motor Fuelsproducts acquired under CITGO’s brand names. a. (a) CITGO reserves the right to control fully the quality and branding of CITGO Motor Fuels products which may may, from time to time, be sold and/or distributed under CITGO’s brands and trade names. This includes , including the right to terminate or add types of Motor Fuel(s) to those which are currently available for purchase from CITGOsuch products, or to change the name or names of any CITGO Motor Fuelsproducts. MARKETER Franchisee shall offer for sale sell all branded CITGO Motor Fuels that are products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. MARKETER Franchisee shall not adulterate, change or alter by any means whatsoever the nature, quality or appearance of any of the Motor Fuels products purchased hereunder. b. If MARKETER . However, if Franchisee elects to sell Motor Fuel(sproduct(s) not purchased or acquired under this Agreement, MARKETER Franchisee shall not allow nor permit the use of CITGO’s brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such Motor Fuel(sproduct(s). CITGO’s “brand names and trademarks,” as used herein, include CITGO’s logos, brand identification, product and service advertising, payment credit cards, product names and service marks. CITGO’s “trade dress” refers to the manner and style of advertising material, including color graphics and art work on product labels, point of purchase (“POP”) sale material, buildings, signs, pumps and other equipment. c. . Any non-CITGO Motor Fuels sold by or through MARKETER other product(s) shall be clearly identified and labeled in such language and print at least comparable in size to CITGO’s brand names, trademarks, trade dress, and other forms of CITGO identification in order identification, used on identical or similar product(s) to make it unmistakably clear that such Motor Fuels CITGO brand product(s) are not CITGO Motor Fuels; the intent of this requirement is sold and to preclude any likelihood of public confusion, mistake or deceptiondeception of the public. As an example, but not by way of limitation, if a MARKETER Franchisee sells Motor Fuel(s) from a product dispenser a fuel which was not purchased or acquired under this Agreement, the MARKETER Franchisee shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification. The identification with the following designation “NO BRAND, THIS IS NOT A CITGO PRODUCT” shall appear in print at least comparable in size to the largest CITGO identification which is being used on any similar Motor Fuel(s) product dispenser: “NO BRAND, THIS IS NOT A CITGO PRODUCT. d. MARKETER ” Franchisee agrees that if a customer of the MARKETER Franchisee requests a CITGO Motor Fuel(sproduct(s) and such Motor Fuel(sproduct(s) is not available, the customer of the MARKETER Franchisee will be orally advised by the MARKETER Franchisee that such CITGO Motor Fuel(sproduct(s) is not available. Franchisee hereby agrees to defend, indemnity and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys’ fees actually incurred) arising out of Franchisee’s purchase, storage or sale of non-CITGO products. e. MARKETER (b) Franchisee recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and the that CITGO’s requirements as herein stated relating to the use of such identification, including their incorporation in any identification and distributor’s advertising campaign organized, supervised or paid for by MARKETER (to include advertisements on motor vehicles and dispensing equipment), ) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the MARKETER Franchisee to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. f. (c) All signs, poles and identification items (collectivelyfurnished or leased to Franchisee by CITGO, “CITGO Branding Material”) furnished to MARKETER by CITGO for display at locations premises through which MARKETER Franchisee supplies CITGO Motor Fuels products for resale, shall be erected, installed and maintained in accordance with CITGO’s image specifications. MARKETER , shall bear all responsibility for costs involved in such maintenance and repair remain the property of CITGO Branding Materialand shall be detached by the Franchisee, as well as or by CITGO (at Franchisee’s expense), at CITGO’s option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO’s request. Franchisee agrees to obtain written acknowledgement on forms satisfactory to CITGO, from the owner and/or occupant at each of said premises, of CITGO’s ownership of said signs, poles and identification items and of the right of Franchisee or CITGO or their agents to remove same from the premises at any removal costs. g. MARKETER time. Franchisee understands and agrees that CITGO Branding Material identification items will only be provided to for those Locations premises that fulfill CITGO’s image standards and requirements. Therefore, MARKETER Franchisee shall not make available or erect any such CITGO Branding Material identification, items at any location that has not been approved in writing by CITGO nor shall MARKETER Franchisee relocate any CITGO Branding Material identification items without CITGO’s prior written consent. h. MARKETER . Franchisee hereby agrees to install all said signs, poles and identification items in accordance with CITGO’s specifications and to maintain all said equipment in good repair. Franchisee shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said signs, poles and identification items. CITGO Branding Materialretains title and all ownership rights in all such signs, poles and identification items. MARKETER Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee’s property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee further agrees to indemnify and hold CITGO harmless from and against any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal removal, of all CITGO Branding Material or other equipmentsigns, poles and identification items furnished or leased to MARKETER Franchisee by CITGO. i. CITGO retains title to and all ownership rights in all CITGO Branding Material (d) In the event that bears CITGO ‘s name, trademarks and/or trade dress. MARKETER agrees to advise the owners and/or occupants of the Locations to which it supplies CITGO Motor Fuels (“MARKETER’s Retailers” or “Retailers”) of CITGO’s ownership of CITGO Branding Material. MARKETER further agrees to notify its Retailers that MARKETER, CITGOFranchisee terminates this Agreement, or an authorized representative breaches this Agreement which breach results in termination, Franchisee shall reimburse CITGO for its costs and expenses, including costs for material and installation incurred for branding Franchisee’s or its customers’ service stations and convenience stores (the “Branding Costs”). The amount of either partyBranding Costs to be reimbursed shall be equal to the amount of Branding Costs incurred for a station/store multiplied by a fraction, has the right numerator being 36 minus the number of months that the station/store was branded CITGO subsequent to remove same from the premises at any time. j. All CITGO Branding Material Completion Date and the denominator being 36. For purposes herein, the Completion Date shall mean the date that has been furnished the station/store was approved by CITGO to any Location, including any installation costs paid by CITGO, shall be amortized over as a sixty (60) month period on a straight-line basis. Should any such Location be debranded within the sixty (60) month amortization period, the MARKETER shall pay to CITGO the unamortized portion of the costs associated with the CITGO Branding Material as of the date of debranding. Notwithstanding the MARKETER’s obligation to pay the unamortized portion of the costs, the ownership of that portion of the CITGO Branding Material that does not contain CITGO’s name and trademarks shall pass to MARKETER upon installation of the Branding Material. Further, after the CITGO Branding Material is fully amortized, title to such Branding Material shall pass to MARKETER. Notwithstanding anything to the contrary, CITGO shall permanently retain ownership of sign faces, decals and other identification items that contain CITGO’s name and trademarksbranded outlet. k. MARKETER agrees to comply with applicable federal, state or local laws, statutes, codes, rules, ordinanaces, regulations and orders (collectively, “Laws”) regarding the filing and payment of any taxes, fines, and fees regarding all signage, CITGO Branding Material, POP, EPOS and/or Payment Card equipment. l. Upon debranding a Location, MARKETER shall remove all identification items, including CITGO Branding Material, furnished or leased by CITGO within thirty (30) days. Identification items shall be removed by MARKETER, CITGO or an authorized representative of either Party, at MARKETER’s expense. CITGO has the right to remove all CITGO Branding Material not removed in a timely manner and charge MARKETER for the cost of removal.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to MARKETER Franchisee, for the term of this Agreement, the right to use CITGO’s applicable brand names, trademarks and other forms of CITGO’s identification, in the manner established by CITGO * CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH “[***].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 13 from time to time, in connection with the resale by MARKETER Franchisee of CITGO Motor Fuelsproducts acquired under CITGO’s brand names. a. (a) CITGO reserves the right to control fully the quality and branding of CITGO Motor Fuels products which may may, from time to time, be sold and/or distributed under CITGO’s brands and trade names. This includes , including the right to terminate or add types of Motor Fuel(s) to those which are currently available for purchase from CITGOsuch products, or to change the name or names of any CITGO Motor Fuelsproducts. MARKETER Franchisee shall offer for sale sell all branded CITGO Motor Fuels that are products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. MARKETER Franchisee shall not adulterate, change or alter by any means whatsoever the nature, quality or appearance of any of the Motor Fuels products purchased hereunder. b. If MARKETER . However, if Franchisee elects to sell Motor Fuel(sproduct(s) not purchased or acquired under this Agreement, MARKETER Franchisee shall not allow nor permit the use of CITGO’s brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such Motor Fuel(sproduct(s). CITGO’s “brand names and trademarks,” as used herein, include CITGO’s logos, brand identification, product and service advertising, payment credit cards, product names and service marks. CITGO’s “trade dress” refers to the manner and style of advertising material, including color graphics and art work on product labels, point of purchase (“POP”) sale material, buildings, signs, pumps and other equipment. c. . Any non-CITGO Motor Fuels sold by or through MARKETER other product(s) shall be clearly identified and labeled in such language and print at least comparable in size to CITGO’s brand names, trademarks, trade dress, and other forms of CITGO identification in order identification, used on identical or similar product(s) to make it unmistakably clear that such Motor Fuels CITGO brand product(s) are not CITGO Motor Fuels; the intent of this requirement is sold and to preclude any likelihood of public confusion, mistake or deceptiondeception of the public. As an example, but not by way of limitation, if a MARKETER Franchisee sells Motor Fuel(s) from a product dispenser a fuel which was not purchased or acquired under this Agreement, the MARKETER Franchisee shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification. The identification with the following designation “NO BRAND, THIS IS NOT A CITGO PRODUCT” shall appear in print at least comparable in size to the largest CITGO identification which is being used on any similar Motor Fuel(s) product dispenser: “NO BRAND, THIS IS NOT A CITGO PRODUCT. d. MARKETER ” Franchisee agrees that if a customer of the MARKETER Franchisee requests a CITGO Motor Fuel(sproduct(s) and such Motor Fuel(sproduct(s) is not available, the customer of the MARKETER Franchisee will be orally advised by the MARKETER Franchisee that such CITGO Motor Fuel(sproduct(s) is not available. Franchisee hereby agrees to defend, indemnity and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys’ fees actually incurred) arising out of Franchisee’s purchase, storage or sale of non-CITGO products. e. MARKETER (b) Franchisee recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and the that CITGO’s requirements as herein stated relating to the use of such identification, including their incorporation in any identification and distributor’s advertising campaign organized, supervised or paid for by MARKETER (to include advertisements on motor vehicles and dispensing equipment), ) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the MARKETER Franchisee to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. f. (c) All signs, poles and identification items (collectivelyfurnished or leased to Franchisee by CITGO, “CITGO Branding Material”) furnished to MARKETER by CITGO for display at locations premises through which MARKETER Franchisee supplies CITGO Motor Fuels products for resale, shall be erected, installed and maintained in accordance with CITGO’s image specifications. MARKETER , shall bear all responsibility for costs involved in such maintenance and repair remain the property of CITGO Branding Materialand shall be detached by the Franchisee, as well as or by CITGO (at Franchisee’s expense), at CITGO’s option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO’s request. Franchisee agrees to obtain written acknowledgement on forms satisfactory to CITGO, from the owner and/or occupant at each of said premises, of CITGO’s ownership of said signs, poles and identification items and of the right of Franchisee or CITGO or their agents to remove same from the premises at any removal costs. g. MARKETER time. Franchisee understands and agrees that CITGO Branding Material identification items will only be provided to for those Locations premises that fulfill CITGO’s image standards and requirements. Therefore, MARKETER Franchisee shall not make available or erect any such CITGO Branding Material identification, items at any location that has not been approved in writing by CITGO nor shall MARKETER Franchisee relocate any CITGO Branding Material identification items without CITGO’s prior written consent. h. MARKETER . Franchisee hereby agrees to install all said signs, poles and identification items in accordance with CITGO’s specifications and to maintain all said equipment in good repair. Franchisee shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said signs, poles and identification items. CITGO Branding Materialretains title and all ownership rights in all such signs, poles and identification items. MARKETER Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee’s property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee further agrees to indemnify and hold CITGO harmless from and against any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal removal, of all CITGO Branding Material or other equipmentsigns, poles and identification items furnished or leased to MARKETER Franchisee by CITGO. i. CITGO retains title to and all ownership rights in all CITGO Branding Material (d) In the event that bears CITGO ‘s name, trademarks and/or trade dress. MARKETER agrees to advise the owners and/or occupants of the Locations to which it supplies CITGO Motor Fuels (“MARKETER’s Retailers” or “Retailers”) of CITGO’s ownership of CITGO Branding Material. MARKETER further agrees to notify its Retailers that MARKETER, CITGOFranchisee terminates this Agreement, or an authorized representative breaches this Agreement which breach results in termination, Franchisee shall reimburse CITGO for its costs and expenses, including costs for material and installation incurred for branding Franchisee’s or its customers’ service stations and convenience stores (the “Branding Costs”). The amount of either partyBranding Costs to be reimbursed shall be equal to the amount of Branding Costs incurred for a station/store multiplied by a fraction, has the right numerator being 36 minus the number of months that the station/store was branded CITGO subsequent to remove same from the premises at any time. j. All CITGO Branding Material Completion Date and the denominator being 36. For purposes herein, the Completion Date shall mean the date that has been furnished the station/store was approved by CITGO to any Location, including any installation costs paid by CITGO, shall be amortized over as a sixty (60) month period on a straight-line basis. Should any such Location be debranded within the sixty (60) month amortization period, the MARKETER shall pay to CITGO the unamortized portion of the costs associated with the CITGO Branding Material as of the date of debranding. Notwithstanding the MARKETER’s obligation to pay the unamortized portion of the costs, the ownership of that portion of the CITGO Branding Material that does not contain CITGO’s name and trademarks shall pass to MARKETER upon installation of the Branding Material. Further, after the CITGO Branding Material is fully amortized, title to such Branding Material shall pass to MARKETER. Notwithstanding anything to the contrary, CITGO shall permanently retain ownership of sign faces, decals and other identification items that contain CITGO’s name and trademarksbranded outlet. k. MARKETER agrees to comply with applicable federal, state or local laws, statutes, codes, rules, ordinanaces, regulations and orders (collectively, “Laws”) regarding the filing and payment of any taxes, fines, and fees regarding all signage, CITGO Branding Material, POP, EPOS and/or Payment Card equipment. l. Upon debranding a Location, MARKETER shall remove all identification items, including CITGO Branding Material, furnished or leased by CITGO within thirty (30) days. Identification items shall be removed by MARKETER, CITGO or an authorized representative of either Party, at MARKETER’s expense. CITGO has the right to remove all CITGO Branding Material not removed in a timely manner and charge MARKETER for the cost of removal.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to MARKETER Franchisee, for the term of this Agreement, the right to use CITGO’s 's applicable brand names, trademarks and other forms of CITGO’s 's identification, in the manner established by CITGO from time to time, in connection with the resale by MARKETER Franchisee of CITGO Motor Fuelsproducts acquired under CITGO's brand names. a. (a) CITGO reserves the right to control fully the quality and branding of CITGO Motor Fuels products which may may, from time to time, be sold and/or distributed under CITGO’s 's brands and trade names. This includes , including the right to terminate or add types of Motor Fuel(s) to those which are currently available for purchase from CITGOsuch products, or to change the name or names of any CITGO Motor Fuelsproducts. MARKETER Franchisee shall offer for sale sell all branded CITGO Motor Fuels that are products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. MARKETER Franchisee shall not adulterate, change or alter by any means whatsoever the nature, quality or appearance of any of the Motor Fuels products purchased hereunder. b. If MARKETER . However, if Franchisee elects to sell Motor Fuel(sproduct(s) not purchased or acquired under this Agreement, MARKETER Franchisee shall not allow nor permit the use of CITGO’s 's brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such Motor Fuel(sproduct(s). CITGO’s “'s "brand names and trademarks,” " as used herein, include CITGO’s 's logos, brand identification, product and service advertising, payment credit cards, product names and service marks. marks CITGO’s “'s "trade dress” " refers to the manner and style of advertising material, including color graphics and art work on product labels, point of purchase (“POP”) sale material, buildings, signs, pumps and other equipment. c. . Any non-CITGO Motor Fuels sold by or through MARKETER other product(s) shall be clearly identified and labeled in such language language. and print at least comparable in size to CITGO’s 's brand names, trademarks, trade dress, and other forms of CITGO identification in order identification, used on identical or similar product(s) to make it unmistakably clear that such Motor Fuels CITGO brand product(s) are not CITGO Motor Fuels; the intent of this requirement is sold and to preclude any likelihood of public confusion, mistake or deceptiondeception of the public. As an example, but not by way of limitation, if a MARKETER Franchisee sells Motor Fuel(s) from a product dispenser a fuel which was not purchased or acquired under this Agreement, the MARKETER Franchisee shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification. The identification with the following designation “NO BRAND, THIS IS NOT A CITGO PRODUCT” shall appear in print at least comparable in size to the largest CITGO identification which is being used on any similar Motor Fuel(s) product dispenser: "NO BRAND, THIS IS NOT A CITGO PRODUCT. d. MARKETER " Franchisee agrees that if a customer of the MARKETER Franchisee requests a CITGO Motor Fuel(sproduct(s) and such Motor Fuel(sproduct(s) is not available, the customer of the MARKETER Franchisee will be orally advised by the MARKETER Franchisee that such CITGO Motor Fuel(sproduct(s) is not available. Franchisee hereby agrees to defend, indemnify and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys' fees actually incurred) arising out of Franchisee's purchase, storage or sale of non-CITGO products. e. MARKETER (b) Franchisee recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and the that CITGO's requirements as herein stated relating to the use of such identification, including their incorporation in any identification and distributor's advertising campaign organized, supervised or paid for by MARKETER (to include advertisements on motor vehicles and dispensing equipment), ) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the MARKETER Franchisee to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. f. (c) All signs, poles and identification items (collectivelyfurnished or leased to Franchisee by CITGO, “CITGO Branding Material”) furnished to MARKETER by CITGO for display at locations premises through which MARKETER Franchisee supplies CITGO Motor Fuels products for resale, shall be erected, installed and maintained in accordance with CITGO’s image 's specifications. MARKETER , shall bear all responsibility for costs involved in such maintenance and repair remain the property of CITGO Branding Materialand shall be detached by the Franchisee, as well as or by CITGO (at Franchisee's expense), at CITGO's option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO's request. Franchisee agrees to obtain written acknowledgment on forms satisfactory to CITGO, from the owner and/or occupant at each of said premises, of CITGO's ownership of said signs, poles and identification items and of the right of Franchisee or CITGO or their agents to remove same from the premises at any removal costs. g. MARKETER time. Franchisee understands and agrees that CITGO Branding Material identification items will only be provided to for those Locations premises that fulfill CITGO’s image 's standards and requirements. Therefore, MARKETER Franchisee shall not make available or erect any such CITGO Branding Material identification items at any location that has not been approved in writing by CITGO nor shall MARKETER Franchisee relocate any CITGO Branding Material identification items without CITGO’s 's prior written consent. h. MARKETER . Franchisee hereby agrees to install all said signs, poles and identification items in accordance with CITGO's specifications and to maintain all said equipment in good repair. Franchisee shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee agrees to purchase insurance sufficient to cover the repair and/or replacement value of all sa7id signs, poles and identification hems. CITGO Branding Materialretains title and all ownership rights in all such signs, poles and identification items. MARKETER Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee's property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee further agrees to indemnify and hold CITGO harmless from and against any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal of all CITGO Branding Material or other equipmentsigns, poles and identification items furnished or leased to MARKETER Franchisee by CITGO. i. CITGO retains title to and all ownership rights in all CITGO Branding Material (d) In the event that bears CITGO ‘s name, trademarks and/or trade dress. MARKETER agrees to advise the owners and/or occupants of the Locations to which it supplies CITGO Motor Fuels (“MARKETER’s Retailers” or “Retailers”) of CITGO’s ownership of CITGO Branding Material. MARKETER further agrees to notify its Retailers that MARKETER, CITGOFranchisee terminates this Agreement, or an authorized representative breaches this Agreement which breach results in termination, Franchisee shall reimburse CITGO for its costs and expenses, including costs for material and installation incurred for branding Franchisee's or its customers' service stations and convenience stores (the "Branding Costs"). The amount of either partyBranding Costs to be reimbursed shall be equal to the amount of Branding Costs incurred for a station/store multiplied by a fraction, has the right numerator being 36 minus the number of months that the station/store was branded CITGO subsequent to remove same from the premises at any time. j. All CITGO Branding Material Completion Date and the denominator being 36. For purposes herein, the Completion Date shall mean the date that has been furnished the station/store was approved by CITGO to any Location, including any installation costs paid by CITGO, shall be amortized over as a sixty (60) month period on a straight-line basis. Should any such Location be debranded within the sixty (60) month amortization period, the MARKETER shall pay to CITGO the unamortized portion of the costs associated with the CITGO Branding Material as of the date of debranding. Notwithstanding the MARKETER’s obligation to pay the unamortized portion of the costs, the ownership of that portion of the CITGO Branding Material that does not contain CITGO’s name and trademarks shall pass to MARKETER upon installation of the Branding Material. Further, after the CITGO Branding Material is fully amortized, title to such Branding Material shall pass to MARKETER. Notwithstanding anything to the contrary, CITGO shall permanently retain ownership of sign faces, decals and other identification items that contain CITGO’s name and trademarksbranded outlet. k. MARKETER agrees to comply with applicable federal, state or local laws, statutes, codes, rules, ordinanaces, regulations and orders (collectively, “Laws”) regarding the filing and payment of any taxes, fines, and fees regarding all signage, CITGO Branding Material, POP, EPOS and/or Payment Card equipment. l. Upon debranding a Location, MARKETER shall remove all identification items, including CITGO Branding Material, furnished or leased by CITGO within thirty (30) days. Identification items shall be removed by MARKETER, CITGO or an authorized representative of either Party, at MARKETER’s expense. CITGO has the right to remove all CITGO Branding Material not removed in a timely manner and charge MARKETER for the cost of removal.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to MARKETER Marketer for the term of this Agreement, the right to use CITGO’s applicable brand names, trademarks and other forms of CITGO’s identification, in the manner established by CITGO from time to time, in connection with the resale by MARKETER Marketer of CITGO Motor Fuelsproducts acquired under CITGO’s brand names. a. CITGO reserves the right to control fully the quality and branding of CITGO Motor Fuels products which may may, from time to time, be sold and/or distributed under CITGO’s brands and trade names. This includes , including the right to terminate or add types of Motor Fuel(s) to those which are currently available for purchase from CITGOsuch products, or to change the name or names of any CITGO Motor Fuelsproducts. MARKETER Marketer shall offer for sale sell all branded CITGO Motor Fuels that are products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. MARKETER Marketer shall not adulterate, change or alter by any means whatsoever the nature, quality or appearance of any of the Motor Fuels products purchased hereunder. b. If MARKETER . However, if Marketer elects to sell Motor Fuel(sproduct(s) not purchased or acquired under this Agreement, MARKETER Marketer shall not allow nor permit the use of CITGO’s brand names, trademarks, trade dress, and all other forms of CITGO identification, in connection with the resale of such Motor Fuel(sproduct(s). CITGO’s “brand names and trademarks,” ’ as used herein, include CITGO’s logos, brand identification, product and service advertising, payment credit cards, product names and service marks. CITGO’s “trade dress” refers to the manner and style of advertising material, including color graphics and art work on product labels, point of purchase (“POP”) sale material, buildings, signs, pumps and other equipment. c. . Any non-CITGO Motor Fuels sold by or through MARKETER other product(s) shall be clearly identified and labeled in such language and print at least comparable in size to CITGO’s brand names, trademarks, trade dress, and other forms of CITGO identification in order identification, used on identical or similar product(s) to make it unmistakably clear that such Motor Fuels CITGO brand product(s) are not CITGO Motor Fuels; the intent of this requirement is sold and to preclude any likelihood of public confusion, mistake or deceptiondeception of the public. As an example, but not by way of limitation, if a MARKETER Marketer sells Motor Fuel(s) from a product dispenser a fuel which was not purchased or acquired under this Agreement, the MARKETER Marketer shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification. The identification with the following designation “NO BRAND, THIS IS NOT A CITGO PRODUCT” shall appear in print at least comparable in size to the largest CITGO identification which is being used on any similar Motor Fuel(s) product dispenser. d. MARKETER : “NO BRAND, THIS IS NOT A CITGO PRODUCT”. Marketer agrees that if a customer of the MARKETER Marketer requests a CITGO Motor Fuel(sproduct(s) and such Motor Fuel(sproduct(s) is not available, the customer of the MARKETER Marketer will be orally advised by the MARKETER Marketer that such CITGO Motor Fuel(sproduct(s) is not available. Marketer hereby agrees to defend. indemnify and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys’ fees actually incurred) arising out of Marketer’s purchase, storage or sale of non-CITGO products. e. MARKETER b. Marketer recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and the that CITGO’s requirements as herein stated relating to the use of such identification, including their incorporation in any identification and Marketers advertising campaign organized, supervised or paid for by MARKETER (to include advertisements on motor vehicles and dispensing equipment), ) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the MARKETER Marketer to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. f. c. All signs, poles and identification items (collectivelyfurnished or leased to Marketer by CITGO, “CITGO Branding Material”) furnished to MARKETER by CITGO for display at locations premises through which MARKETER Marketer supplies CITGO Motor Fuels products for resale, shall be erected, installed and maintained in accordance with CITGO’s image specifications. MARKETER , shall bear all responsibility for costs involved in such maintenance and repair remain the property of CITGO Branding Materialand shall be detached by the Marketer, as well as or by CITGO (at Marketers expense), at CITGO’s option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO’s request. Marketer agrees to advise its dealers and/or the owners and occupants of the retail facilities of CITGO’s ownership of said signs, poles and identification items and of the right of Marketer or CITGO or their agents to remove same from the premises at any removal costs. g. MARKETER time. Marketer understands and agrees that CITGO Branding Material CITGO’s identification items will only be provided to for those Locations premises that fulfill CITGO’s image standards and requirements. Therefore, MARKETER Marketer shall not make available or erect any such CITGO Branding Material identification items at any location that has not been approved in writing by CITGO nor shall MARKETER Marketer relocate any CITGO Branding Material identification items without CITGO’s prior written consent. h. MARKETER . Marketer hereby agrees to install all said signs, poles and identification items in accordance with CITGO’s specifications and to maintain all said equipment in good repair. Marketer shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Marketer agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said signs, poles and identification items. CITGO Branding Materialretains title and all ownership rights in all such signs, poles and identification items that bear CITGO’s name, trademarks and/or trade dress. MARKETER Marketer further agrees to indemnify and hold CITGO harmless from and against any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal of all CITGO Branding Material or other equipmentsigns, poles, equipment and identification items furnished or leased to MARKETER Marketer by CITGO. i. CITGO retains title d. Marketer agrees to comply with applicable laws regarding the filing and payment of applicable local ad valorem taxes regarding all ownership rights in all CITGO signage, Branding Material that bears CITGO ‘s name, trademarks and/or trade dress. MARKETER agrees to advise the owners and/or occupants of the Locations to which it supplies CITGO Motor Fuels (“MARKETER’s Retailers” or “Retailers”) of CITGO’s ownership of CITGO Branding Material. MARKETER further agrees to notify its Retailers that MARKETER, CITGO, or an authorized representative of either party, has the right to remove same from the premises at any timeand POS and credit card equipment. j. All CITGO Branding Material that has been furnished by CITGO to any Locatione. The poles, signs and branding material including any installation costs paid or furnished by CITGOCITGO (collectively, the “Branding Material”) that have been furnished by CITGO for each station shall be amortized over a sixty (60) month period on a straight-line straightline basis. Should any such Location a station be debranded within the sixty (60) month amortization period, the MARKETER Marketer shall pay to CITGO the unamortized portion of the costs associated with the CITGO Branding Material as of the date of debranding. Notwithstanding the MARKETER’s obligation to pay the unamortized portion of the costs, Upon such payment the ownership of that portion of the CITGO Branding Material that does not contain CITGO’s name and trademarks shall pass to MARKETER upon installation of the Branding MaterialMarketer. FurtherFurthermore, after the CITGO Branding Material branding material is fully amortized, title to such Branding Material shall pass to MARKETERMarketer. Notwithstanding anything to the contrary, CITGO shall permanently always retain ownership of sign faces, decals and other identification items that contain CITGO’s name and trademarks. k. MARKETER agrees to comply with applicable federal, state or local laws, statutes, codes, rules, ordinanaces, regulations and orders (collectively, “Laws”) regarding the filing and payment of any taxes, fines, and fees regarding all signage, CITGO Branding Material, POP, EPOS and/or Payment Card equipment. l. Upon debranding a Location, MARKETER shall remove all identification items, including CITGO Branding Material, furnished or leased by CITGO within thirty (30) days. Identification items shall be removed by MARKETER, CITGO or an authorized representative of either Party, at MARKETER’s expense. CITGO has the right to remove all CITGO Branding Material not removed in a timely manner and charge MARKETER for the cost of removal.

BRANDS AND TRADE NAMES. Subject to the following, CITGO hereby grants to MARKETER Franchisee, for the term of this Agreement, the right to use CITGO’s 's applicable brand names, trademarks and other forms of CITGO’s 's identification, in the manner established by CITGO from time to time, in connection with the resale by MARKETER Franchisee of CITGO Motor Fuelsproducts acquired under CITGO's brand names. a. (a) CITGO reserves the right to control fully the quality and branding of CITGO Motor Fuels products which may may, from time to time, be sold and/or distributed under CITGO’s 's brands and trade names. This includes , including the right to terminate or add types of Motor Fuel(s) to those which are currently available for purchase from CITGOsuch products, or to change the name or names of any CITGO Motor Fuelsproducts. MARKETER Franchisee shall offer for sale sell all branded CITGO Motor Fuels that are products delivered hereunder under such brand names, trademarks and trade names of CITGO as may be in use at the time of sale thereof. MARKETER Franchisee shall not adulterate, change or alter by any means whatsoever the nature, quality or appearance of any of the Motor Fuels products purchased hereunder. b. If MARKETER . However, if Franchisee elects to sell Motor Fuel(sproduct(s) not purchased or acquired under this Agreement, MARKETER Franchisee shall not allow nor permit the use of CITGO’s 's brand names, trademarks, trade dress, and all other forms of CITGO identification, ,' in connection with the resale of such Motor Fuel(sproduct(s). CITGO’s “'s "brand names and trademarks,” " as used herein, include CITGO’s 's logos, brand identification, product and service advertising, payment credit cards, product names and service marks. CITGO’s “'s "trade dress” " refers to the manner and style of advertising material, including color graphics and art work on product labels, point of purchase (“POP”) sale material, buildings, signs, pumps and other equipment. c. . Any non-CITGO Motor Fuels sold by or through MARKETER other product(s) shall be clearly dearly identified and labeled in such language and print at least comparable in size to CITGO’s 's brand names, trademarks, trade dress, and other forms of CITGO identification in order identification, used on identical or similar product(s) to make it unmistakably clear that such Motor Fuels CITGO brand product(s) are not CITGO Motor Fuels; the intent of this requirement is sold and to preclude any likelihood of public confusion, mistake or deceptiondeception of the public. As an example, but not by way of limitation, if a MARKETER Franchisee sells Motor Fuel(s) from a product dispenser a fuel which was not purchased or acquired under this Agreement, the MARKETER Franchisee shall completely obliterate the CITGO brand names, trademarks, trade dress, and all other forms of CITGO identification. The identification with the following designation “NO BRAND, THIS IS NOT A CITGO PRODUCT” shall appear in print at least comparable in size to the largest CITGO identification which is being used on any similar Motor Fuel(s) product dispenser: "NO BRAND, THIS IS NOT A CITGO PRODUCT. d. MARKETER " Franchisee agrees that if a customer of the MARKETER Franchisee requests a CITGO Motor Fuel(sproduct(s) and such Motor Fuel(sproduct(s) is not available, the customer of the MARKETER Franchisee will be orally advised by the MARKETER Franchisee that such CITGO Motor Fuel(sproduct(s) is not available. Franchisee hereby agrees to defend, indemnity and hold CITGO harmless from any and all claims, damages, actions or fines (including costs and attorneys' fees actually incurred) arising out of Franchisee's purchase, storage or sale of non-CITGO products. e. MARKETER (b) Franchisee recognizes that the identification, trademark and brand names of CITGO are the property of CITGO and the that CITGO's requirements as herein stated relating to the use of such identification, including their incorporation in any identification and distributor's advertising campaign organized, supervised or paid for by MARKETER (to include advertisements on motor vehicles and dispensing equipment), ) are reasonable and of material significance to the franchise relationship. Accordingly, it is further agreed that a failure by the MARKETER Franchisee to comply with the terms and provisions of this Section 6 shall constitute grounds for termination and/or non-renewal of this Agreement. f. (c) All signs, poles and identification items (collectivelyfurnished or leased to Franchisee by CITGO, “CITGO Branding Material”) furnished to MARKETER by CITGO for display at locations premises through which MARKETER Franchisee supplies CITGO Motor Fuels products for resale, shall be erected, installed and maintained in accordance with CITGO’s image 's specifications. MARKETER , shall bear all responsibility for costs involved in such maintenance and repair remain the property of CITGO Branding Materialand shall be detached by the Franchisee, as well as or by CITGO (at Franchisee's expense), at CITGO's option, from the premises and be safely stored and made available for repossession by CITGO upon CITGO's request. Franchisee agrees to obtain written acknowledgement on forms satisfactory to CITGO, from the owner and/or occupant at each of said premises, of CITGO's ownership of said signs, poles and identification items and of the right of Franchisee or CITGO or their agents to remove same from the premises at any removal costs. g. MARKETER time. Franchisee understands and agrees that CITGO Branding Material identification items will only be provided to for those Locations premises that fulfill CITGO’s image 's standards and requirements. Therefore, MARKETER Franchisee shall not make available or erect any such CITGO Branding Material identification items at any location that has not been approved in writing by CITGO nor shall MARKETER Franchisee relocate any CITGO Branding Material identification items without CITGO’s 's prior written consent. h. MARKETER . Franchisee hereby agrees to install all said signs, poles and identification items in accordance with CITGO's specifications and to maintain all said equipment in good repair. Franchisee shall bear all responsibility for costs involved in such maintenance and repair as well as removal. Franchisee agrees to purchase insurance sufficient to cover the repair and/or replacement value of all said signs, poles and identification items. CITGO Branding Materialretains title and all ownership rights in all such signs, poles and identification items. MARKETER Franchisee agrees that all such signs, poles and identification items will remain at the designated CITGO branded location until such time as CITGO grants its permission in writing to relocate same. Franchisee hereby grants to CITGO the right to enter upon Franchisee's property and each CITGO branded location for the purpose of installing, repairing, maintaining, or removing all signs, poles and identification items at any time during reasonable business hours. Franchisee further agrees to indemnify and hold CITGO harmless from and against any and all damages and/or claims for damages arising out of the installation, use, repair, maintenance, or removal of all CITGO Branding Material or other equipmentsigns, poles and identification items furnished or leased to MARKETER Franchisee by CITGO. i. CITGO retains title to and all ownership rights in all CITGO Branding Material (d) In the event that bears CITGO ‘s name, trademarks and/or trade dress. MARKETER agrees to advise the owners and/or occupants of the Locations to which it supplies CITGO Motor Fuels (“MARKETER’s Retailers” or “Retailers”) of CITGO’s ownership of CITGO Branding Material. MARKETER further agrees to notify its Retailers that MARKETER, CITGOFranchisee terminates this Agreement, or an authorized representative breaches this Agreement which breach results in termination, Franchisee shall reimburse CITGO for its costs and expenses, including costs for material and installation incurred for branding Franchisee's or its customers' service stations and convenience stores (the "Branding Costs"). The amount of either partyBranding Costs to be reimbursed shall be equal to the amount of Branding Costs incurred for a station/store multiplied by a fraction, has the right numerator being 36 minus the number of months that the station/store was branded CITGO subsequent to remove same from the premises at any time. j. All CITGO Branding Material Completion Date and the denominator being 36. For purposes herein, the Completion Date shall mean the date that has been furnished the station/store was approved by CITGO to any Location, including any installation costs paid by CITGO, shall be amortized over as a sixty (60) month period on a straight-line basis. Should any such Location be debranded within the sixty (60) month amortization period, the MARKETER shall pay to CITGO the unamortized portion of the costs associated with the CITGO Branding Material as of the date of debranding. Notwithstanding the MARKETER’s obligation to pay the unamortized portion of the costs, the ownership of that portion of the CITGO Branding Material that does not contain CITGO’s name and trademarks shall pass to MARKETER upon installation of the Branding Material. Further, after the CITGO Branding Material is fully amortized, title to such Branding Material shall pass to MARKETER. Notwithstanding anything to the contrary, CITGO shall permanently retain ownership of sign faces, decals and other identification items that contain CITGO’s name and trademarksbranded outlet. k. MARKETER agrees to comply with applicable federal, state or local laws, statutes, codes, rules, ordinanaces, regulations and orders (collectively, “Laws”) regarding the filing and payment of any taxes, fines, and fees regarding all signage, CITGO Branding Material, POP, EPOS and/or Payment Card equipment. l. Upon debranding a Location, MARKETER shall remove all identification items, including CITGO Branding Material, furnished or leased by CITGO within thirty (30) days. Identification items shall be removed by MARKETER, CITGO or an authorized representative of either Party, at MARKETER’s expense. CITGO has the right to remove all CITGO Branding Material not removed in a timely manner and charge MARKETER for the cost of removal.