Common use of Operating Standards Clause in Contracts

Operating Standards. (A) Distributor and its Dealer(s) shall conduct the operation of their respective businesses related to the resale of the Product(s) in a clean and safe manner and shall otherwise conduct no business which could interfere with the sale of Product(s) or damage the goodwill of the Valero brand or the Marks. Without limiting the foregoing, Distributor and its Dealer(s) shall, at all times during the term of this Agreement, fully comply with VMSC’s then current “Basic Operational Requirements” which Distributor acknowledges have been received and reviewed by Distributor. Furthermore, without limiting any provision to the contrary herein, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the Commitment to Excellence Program (“CTE Program”). The CTE Program provides that each Station meets the established Commitment to Excellence Requirements which consists of requirements from each of the following VMSC documents: VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. VMSC reserves the right to amend, change, or otherwise modify the “Basic Operational Requirements”, “Commitment to Excellence Requirements” and the “CTE Program” from time to time, in VMSC’s sole and absolute discretion. (B) Distributor and its Dealer(s) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of VMSC in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s). (C) Subject to Paragraph 12 of this Agreement, Distributor and its Dealer(s) shall continuously offer at least three grades of “Valero” branded gasoline at each Station. (D) Distributor and its Dealer(s) will utilize and maintain updated point of sale systems as required by VMSC. VMSC also reserves the right to install, and Distributor and its Dealer(s) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as required by VMSC, including but not limited, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales. (E) VMSC may inspect or review compliance by Distributor and its Dealer(s) with the requirements of this Paragraph 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visits. (F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the Station. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of Distributor, or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station which may be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must have access to it in order to operate the Station(s). Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. (G) Distributor acknowledges that strict compliance with the terms and conditions of this Paragraph 8 is a material and important part of the consideration for this Agreement.

Operating Standards. (A) Distributor and its Dealer(s) shall conduct the operation of their respective businesses related to the resale of the Product(s) in a clean and safe manner and shall otherwise conduct no business which could interfere with the sale of Product(s) or damage the goodwill of the Valero brand or the Marks. Without limiting the foregoing, Distributor and its Dealer(s) shall, at all times during the term of this Agreement, fully comply with VMSC’s then current “Basic Operational Requirements” which Distributor acknowledges have been received and reviewed by Distributor. Furthermore, without limiting any provision to the contrary herein, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the Commitment to Excellence Program (“CTE Program”). The CTE Program provides that each Station meets the established Commitment to Excellence Requirements which consists of requirements from each of the following VMSC documents: VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. VMSC reserves the right to amend, change, or otherwise modify the “Basic Operational Requirements”, “Commitment to Excellence Requirements” and the “CTE Program” from time to time, in VMSC’s sole and absolute discretion. (B) Distributor and its Dealer(s) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of VMSC in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s). (C) Subject to Paragraph 12 of this Agreement, Distributor and its Dealer(s) shall continuously offer at least three two grades of “ValeroShamrock” branded gasoline at each Station. (D) Distributor and its Dealer(s) will utilize and maintain updated point of sale systems as required by VMSC. VMSC also reserves the right to install, and Distributor and its Dealer(s) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as required by VMSC, including but not limited, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales. (E) VMSC may inspect or review compliance by Distributor and its Dealer(s) with the requirements of this Paragraph 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visits. (F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the Station. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of Distributor, or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station which may be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must have access to it in order to operate the Station(s). Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. (G) Distributor acknowledges that strict compliance with the terms and conditions of this Paragraph 8 is a material and important part of the consideration for this Agreement.

Operating Standards. (A) Distributor shall conduct, and shall assure that its Dealer(s) shall conduct Dealers conduct, the operation of their respective businesses related to the resale of the Product(s) Products in a clean and safe manner and shall otherwise conduct no business which could interfere with the sale of Product(s) Products or damage the goodwill of the Valero brand or the Marks. Without limiting the foregoing, Distributor shall fully comply, and shall assure that its Dealer(s) shallDealers comply, at all times during the term of this Agreement, fully comply with VMSC’s then current “Basic Operational Requirements,” which Distributor acknowledges have been received and reviewed by Distributor. FurthermoreDistributor agrees, without limiting any provision and shall cause its Dealers to the contrary hereinagree, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the VMSC’s Commitment to Excellence Program (“CTE Program”). The CTE Program provides requires that each Station meets must meet the established Commitment to Excellence Requirements which consists of then current requirements from set forth in each of the following VMSC documents: documents (collectively, the “Commitment to Excellence Requirements”): VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. Distributor shall fully comply, and shall assure that its Dealers comply, with VMSC’s then current Commitment to Excellence Requirements, which Distributor acknowledges have been received and reviewed by Distributor. VMSC reserves the right to amend, change, or otherwise modify the “VMSC’s Basic Operational Requirements”, “Commitment to Excellence Requirements” , and the “CTE Program” Program from time to time, time in VMSC’s sole and absolute discretion. (B) Distributor shall comply, and shall assure that its Dealers comply, (i) with Applicable Law with regard to operation of the business of Distributor and its Dealer(sDealers and (ii) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of established by VMSC from time to time in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s)Products. (C) Subject to Paragraph 12 of this AgreementExcept as may otherwise be required by Applicable Law, Distributor and its Dealer(s) shall continuously offer offer, and shall assure that its Dealers continuously offer, at least three grades of “Valero” branded gasoline of the Designated Brand at each Station. (D) Distributor and its Dealer(s) will utilize shall utilize, update and maintain updated at the Distributor’s cost, and shall assure that its Dealers, utilize, update and maintain at the Dealer’s cost, (i) point of sale systems at each Station as may be required by VMSC. VMSC also reserves the right from time to install, time and Distributor and its Dealer(s(ii) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as systems which may be required by VMSCVMSC from time to time, including but not limitedlimited to, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales. (E) Distributor agrees, and shall cause its Dealers to agree, that VMSC may inspect or review compliance by Distributor and its Dealer(s) Dealers with the requirements of this Paragraph 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visitsvisits to any Station. (F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the StationVMSC. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of Distributor, or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station VMSC which may be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) Distributor’s performance under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must who have access a need to it in order to operate the Station(s)know such confidential information for purposes of this Agreement. Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. (G) Without limitation on any other provision of this Agreement, Distributor shall comply, and shall assure that its Dealers comply, with Applicable Law regarding youth access to tobacco products. Distributor shall notify VMSC, and shall assure that its Dealers notify VMSC, in writing or electronically within 5 business days of any notice of violation received by Distributor, its Dealers, or any other operator of any of the Stations, from local, state, or federal authorities concerning the sale of tobacco products to minors. (H) Distributor acknowledges that strict compliance with the terms and conditions of this Paragraph 8 is a material and important part of the consideration for this Agreement.

Operating Standards. (A) Distributor The distributor shall conduct, and shall assure that its Dealer(s) shall conduct dealers conduct, the operation of their respective businesses related to the resale of the Product(s) products in a clean and safe manner and shall otherwise conduct no business which could possibly interfere with the sale of Product(s) products or damage the goodwill of EVNEXUS and the Valero brand name of Associating Companies brand or the Marks. Without limiting the foregoing, Distributor the distributor shall fully comply, and shall assure that its Dealer(s) shalldealers comply, at all times during the term of this Agreement, fully comply with VMSC’s EVNEXUS, the then current “Basic Operational Requirements,” which Distributor the distributor acknowledges to have been received and reviewed by Distributorreviewed. FurthermoreThe distributor agrees, without limiting any provision and shall cause its dealers to the contrary hereinagree, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the Commitment to Excellence Program (“CTE Program”)EVNEXUS activities. The CTE Program provides distributor shall comply, and shall assure that each Station meets the established Commitment its dealers comply, (i) with applicable law with regard to Excellence Requirements which consists of requirements from each operation of the following VMSC documents: VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. VMSC reserves the right to amend, change, or otherwise modify the “Basic Operational Requirements”, “Commitment to Excellence Requirements” and the “CTE Program” from time to time, in VMSC’s sole and absolute discretion. (B) Distributor business of distributor and its Dealer(sdealers and (ii) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of VMSC established by EVNEXUS from time-to-time in connection with with, but not limited to, the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of products, accessories, services and projects. Except, as may otherwise be required by applicable law, the Product(s). (Cdistributor shall continuously offer, and shall assure that its dealers and sub-dealers have the capability for developing charging station and swapping station in their premises, if they preferred. Otherwise the distributor/dealer(s) Subject to Paragraph 12 of this Agreementcan look for third parties’ land with applicable electricity rules as per the guidelines framed from time-to-time. Similarly, Distributor and its all the safety measures should be taken care of, by the Distributor/Dealers/by third party scope. No liability or responsibility for EVNEXUS if any unforeseen incidents like accident / explosion may happen at battery swapping /charging station equipment. Distributor/Dealer(s) needs to make necessary safety measures and protocol must be followed by OEM suppliers or third party project developers. Furthermore, if the distributor/dealer(s) is willing to insure the products and premises, they are free to do so, at their own cost. EVNEXUS does not provide insurance for the products or premises or any sort and no kind of support is provided from EVNEXUS to the distributor/dealer(s). Likewise, EVNEXUS has no liability. Distributor shall continuously offer at least three grades of “Valero” branded gasoline at each Station. (D) Distributor and its Dealer(s) will utilize and maintain updated point of sale systems as required by VMSC. VMSC also reserves the right to install, and Distributor and its Dealer(s) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, and shall assure that its Dealers, utilize, update and maintain at Dealer’s cost, (i) point of sale systems at each green store as may be required by VMSCEVNEXUS from time to time and (ii) other automated systems which may be required by EVNEXUS from time to time, including but not limitedlimited to, such systems necessary to poll, at frequencies determined by VMSCEVNEXUS, each Station’s Product sales. (E) VMSC in the charging stations and product sales of EVNEXUS. Distributor agrees, and shall cause its Dealers to agree, that EVNEXUS may inspect or review compliance by Distributor of the distributors and its Dealer(s) dealers with the requirements of this Paragraph 8 agreement, in any reasonable manner manner, that VMSC EVNEXUS determines, including, but not limited to, announced and unannounced visits. (Fvisits to any green store / charging station. Distributor/Dealer(s) Distributor expressly understands and agrees that a confidential relationship is established between VMSC EVNEXUS and Distributor Distributor/Dealer(s) under this Agreement and that, as a result thereof, VMSC EVNEXUS will be disclosing and transmitting to Distributor Distributor/Dealer(s) certain confidential and proprietary information in connection with of EVNEXUS. So, the Distributor’s operation of the Station. Distributor /Dealer(s) hereby agrees that Distributor Distributor/Dealer(s) shall not, during the term of this Agreement or thereafterthereafter in future, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreementagreement, shall not use for the benefit of Distributor/Dealer(s), or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station EVNEXUS Private Limited, which may be communicated to Distributor Distributor/Dealer(s) or its principals or of which they may be apprised in connection with the operation of the Station(sDistributor’s/Dealer(s) performance under the terms of this Agreement. Distributor Further, the distributor/Dealer(s) shall divulge such confidential information only to such of Distributor’s Distributor’s/Dealer(s) employees as must who have access a need to it know such confidential information to achieve the purposes stated in order to operate the Station(s)this Agreement. Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC EVNEXUS provides to Distributor Distributor/Dealer(s) in connection with this Agreement shall be deemed confidential for purposes the purpose of this AgreementAgreement only. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor/Dealer(s), was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor/Dealer(s), became part of the public domain through disclosure, publication or communication by persons other than Distributor Distributor/Dealer(s) or its employees. Distributor Distributor/Dealer(s) shall not not, at any time, without VMSC’s EVNEXUS’ prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. (G) Distributor acknowledges that strict compliance with the terms and conditions persons who are not designated by EVNEXUS. Without limitation on any other provision of this Paragraph 8 is a material agreement, the distributor shall comply, and important part shall assure that its dealer(s) comply with applicable laws (regarding the ban on sale of narcotic products to individuals aged less than 18, possession of illegal items, theft, terrorist activities, funding/propaganda against country and all other unlawful activities, notified by the government of India etc). Distributor shall notify EVNEXUS, and shall assure that its dealer(s) notify EVNEXUS, in writing or electronically within 5 (five) business days about any notice of violation received by the Distributor and its Dealer(s), or any other operator of any of the consideration for charging stations, from local, state, or with respective authorities concerning the activities mentioned in this Agreementagreement.

Operating Standards. (A) Distributor shall conduct, and shall assure that its Dealer(s) shall conduct Dealers conduct, the operation of their respective businesses related to the resale of the Product(s) Products in a clean and safe manner and shall otherwise conduct no business which could interfere with the sale of Product(s) Products or damage the goodwill of the Valero brand or the Marks. Without limiting the foregoing, Distributor shall fully comply, and shall assure that its Dealer(s) shallDealers comply, at all times during the term of this Agreement, fully comply with VMSC’s then current “Basic Operational Requirements,” which Distributor acknowledges have been received and reviewed by Distributor. FurthermoreDistributor agrees, without limiting any provision and shall cause its Dealers to the contrary hereinagree, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the VMSC’s Commitment to Excellence Program (“CTE Program”). The CTE Program provides requires that each Station meets must meet the established Commitment to Excellence Requirements which consists of then current requirements from set forth in each of the following VMSC documents: documents (collectively, the “Commitment to Excellence Requirements”): VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. Distributor shall fully comply, and shall assure that its Dealers comply, with VMSC’s then current Commitment to Excellence Requirements, which Distributor acknowledges have been received and reviewed by Distributor. VMSC reserves the right to amend, change, or otherwise modify the “VMSC’s Basic Operational Requirements”, “Commitment to Excellence Requirements” , and the “CTE Program” Program from time to time, time in VMSC’s sole and absolute discretion. (B) Distributor shall comply, and shall assure that its Dealers comply, (i) with Applicable Law with regard to operation of the business of Distributor and its Dealer(sDealers and (ii) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of established by VMSC from time to time in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s)Products. (C) Subject to Paragraph 12 of this AgreementExcept as may otherwise be required by Applicable Law, Distributor and its Dealer(s) shall continuously offer offer, and shall assure that its Dealers continuously offer, at least three grades of “Valero” branded gasoline of the Designated Brand at each Station. (D) Distributor and its Dealer(s) will utilize shall utilize, update and maintain updated at the Distributor’s cost, and shall assure that its Dealers, utilize, update and maintain at the Dealer’s cost, (i) point of sale systems at each Station as may be required by VMSC. VMSC also reserves the right from time to install, time and Distributor and its Dealer(s(ii) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as systems which may be required by VMSCVMSC from time to time, including but not limitedlimited to, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales. (E) Distributor agrees, and shall cause its Dealers to agree, that VMSC may inspect or review compliance by Distributor and its Dealer(s) Dealers with the requirements of this Paragraph Section 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visitsvisits to any Station. (F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the StationVMSC. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of Distributor, or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station VMSC which may be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) Distributor’s performance under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must who have access a need to it in order to operate the Station(s)know such confidential information for purposes of this Agreement. Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. (G) Without limitation on any other provision of this Agreement, Distributor shall comply, and shall assure that its Dealers comply, with Applicable Law regarding youth access to tobacco products. Distributor shall notify VMSC, and shall assure that its Dealers notify VMSC, in writing or electronically within 5 business days of any notice of violation received by Distributor, its Dealers, or any other operator of any of the Stations, from local, state, or federal authorities concerning the sale of tobacco products to minors. (H) Distributor acknowledges that strict compliance with the terms and conditions of this Paragraph Section 8 is a material and important part of the consideration for this Agreement.

Operating Standards. (A) Distributor shall conduct, and shall assure that its Dealer(s) shall conduct Dealers conduct, the operation of their respective businesses related to the resale of the Product(s) Products in a clean and safe manner and shall otherwise conduct no business which could interfere with the sale of Product(s) Products or damage the goodwill of the Valero brand or the Marks. Without limiting the foregoing, Distributor shall fully comply, and shall assure that its Dealer(s) shallDealers comply, at all times during the term of this Agreement, fully comply with VMSC’s then current “Basic Operational Requirements,” which Distributor acknowledges have been received and reviewed by Distributor. FurthermoreDistributor agrees, without limiting any provision and shall cause its Dealers to the contrary hereinagree, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the VMSC’s CST MARKETING AND SUPPLY COMPANY rev. 03/12 Commitment to Excellence Program (“CTE Program”). The CTE Program provides requires that each Station meets must meet the established Commitment to Excellence Requirements which consists of then current requirements from set forth in each of the following VMSC documents: documents (collectively, the “Commitment to Excellence Requirements”): VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. Distributor shall fully comply, and shall assure that its Dealers comply, with VMSC’s then current Commitment to Excellence Requirements, which Distributor acknowledges have been received and reviewed by Distributor. VMSC reserves the right to amend, change, or otherwise modify the “VMSC’s Basic Operational Requirements”, “Commitment to Excellence Requirements” , and the “CTE Program” Program from time to time, time in VMSC’s sole and absolute discretion. (B) Distributor shall comply, and shall assure that its Dealers comply, (i) with Applicable Law with regard to operation of the business of Distributor and its Dealer(sDealers and (ii) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of established by VMSC from time to time in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s)Products. (C) Subject to Paragraph 12 of this AgreementExcept as may otherwise be required by Applicable Law, Distributor and its Dealer(s) shall continuously offer offer, and shall assure that its Dealers continuously offer, at least three grades of “Valero” branded gasoline of the Designated Brand at each Station. (D) Distributor and its Dealer(s) will utilize shall utilize, update and maintain updated at the Distributor’s cost, and shall assure that its Dealers, utilize, update and maintain at the Dealer’s cost, (i) point of sale systems at each Station as may be required by VMSC. VMSC also reserves the right from time to install, time and Distributor and its Dealer(s(ii) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as systems which may be required by VMSCVMSC from time to time, including but not limitedlimited to, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales. (E) Distributor agrees, and shall cause its Dealers to agree, that VMSC may inspect or review compliance by Distributor and its Dealer(s) Dealers with the requirements of this Paragraph Section 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visitsvisits to any Station. (F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the StationVMSC. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of Distributor, or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station VMSC which may be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) Distributor’s performance under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must who have access a need to it in order to operate the Station(s)know such confidential information for purposes of this Agreement. Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. . CST MARKETING AND SUPPLY COMPANY rev. 03/12 (G) Distributor acknowledges that strict compliance with the terms and conditions Without limitation on any other provision of this Paragraph 8 is a material Agreement, Distributor shall comply, and important part shall assure that its Dealers comply, with Applicable Law regarding youth access to tobacco products. Distributor shall notify VMSC, and shall assure that its Dealers notify VMSC, in writing or electronically within 5 business days of any notice of violation received by Distributor, its Dealers, or any other operator of any of the consideration for this AgreementStations, from local, state, or federal authorities concerning the sale of tobacco products to minors.

Operating Standards. (A) Distributor shall conduct, and shall assure that its Dealer(s) shall conduct Dealers conduct, the operation of their respective businesses related to the resale of the Product(s) Products in a clean and safe manner and shall otherwise conduct no business which could interfere with the sale of Product(s) Products or damage the goodwill of the Valero brand or the Marks. Without limiting the foregoing, Distributor shall fully comply, and shall assure that its Dealer(s) shallDealers comply, at all times during the term of this Agreement, fully comply with VMSC’s then current “Basic Operational Requirements,” which Distributor acknowledges have been received and reviewed by Distributor. FurthermoreDistributor agrees, without limiting any provision and shall cause its Dealers to the contrary hereinagree, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the VMSC’s Branded Distributor Marketing Agreement (Multi-Brand) Page 7 CST MARKETING AND SUPPLY COMPANY rev. 03/12 Commitment to Excellence Program (“CTE Program”). The CTE Program provides requires that each Station meets must meet the established Commitment to Excellence Requirements which consists of then current requirements from set forth in each of the following VMSC documents: documents (collectively, the “Commitment to Excellence Requirements”): VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. Distributor shall fully comply, and shall assure that its Dealers comply, with VMSC’s then current Commitment to Excellence Requirements, which Distributor acknowledges have been received and reviewed by Distributor. VMSC reserves the right to amend, change, or otherwise modify the “VMSC’s Basic Operational Requirements”, “Commitment to Excellence Requirements” , and the “CTE Program” Program from time to time, time in VMSC’s sole and absolute discretion. (B) Distributor shall comply, and shall assure that its Dealers comply, (i) with Applicable Law with regard to operation of the business of Distributor and its Dealer(sDealers and (ii) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of established by VMSC from time to time in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s)Products. (C) Subject to Paragraph 12 of this AgreementExcept as may otherwise be required by Applicable Law, Distributor and its Dealer(s) shall continuously offer offer, and shall assure that its Dealers continuously offer, at least three grades of “Valero” branded gasoline of the Designated Brand at each Station. (D) Distributor and its Dealer(s) will utilize shall utilize, update and maintain updated at the Distributor’s cost, and shall assure that its Dealers, utilize, update and maintain at the Dealer’s cost, (i) point of sale systems at each Station as may be required by VMSC. VMSC also reserves the right from time to install, time and Distributor and its Dealer(s(ii) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as systems which may be required by VMSCVMSC from time to time, including but not limitedlimited to, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales. (E) Distributor agrees, and shall cause its Dealers to agree, that VMSC may inspect or review compliance by Distributor and its Dealer(s) Dealers with the requirements of this Paragraph Section 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visitsvisits to any Station. (F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the StationVMSC. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of Distributor, or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station VMSC which may be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) Distributor’s performance under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must who have access a need to it in order to operate the Station(s)know such confidential information for purposes of this Agreement. Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. Branded Distributor Marketing Agreement (Multi-Brand) Page 8 CST MARKETING AND SUPPLY COMPANY rev. 03/12 (G) Without limitation on any other provision of this Agreement, Distributor shall comply, and shall assure that its Dealers comply, with Applicable Law regarding youth access to tobacco products. Distributor shall notify VMSC, and shall assure that its Dealers notify VMSC, in writing or electronically within 5 business days of any notice of violation received by Distributor, its Dealers, or any other operator of any of the Stations, from local, state, or federal authorities concerning the sale of tobacco products to minors. (GH) Distributor acknowledges that strict compliance with the terms and conditions of this Paragraph Section 8 is a material and important part of the consideration for this Agreement.

Operating Standards. (A) Distributor The distributor shall conduct, and shall assure that its Dealer(s) shall conduct dealers conduct, the operation of their respective businesses related to the resale of the Product(s) products in a clean and safe manner and shall otherwise conduct no business which could possibly interfere with the sale of Product(s) products or damage the goodwill of EVNEXUS and the Valero brand name of Associating Companies brand or the Marks. Without limiting the foregoing, Distributor the distributor shall fully comply, and shall assure that its Dealer(s) shalldealers comply, at all times during the term of this Agreement, fully comply with VMSC’s EVNEXUS, the then current “Basic Operational Requirements,” which Distributor the distributor acknowledges to have been received and reviewed by Distributorreviewed. FurthermoreThe distributor agrees, without limiting any provision and shall cause its dealers to the contrary hereinagree, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the Commitment to Excellence Program (“CTE Program”)EVNEXUS activities. The CTE Program provides distributor shall comply, and shall assure that each Station meets the established Commitment its dealers comply, (i) with applicable law with regard to Excellence Requirements which consists of requirements from each operation of the following VMSC documents: VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. VMSC reserves the right to amend, change, or otherwise modify the “Basic Operational Requirements”, “Commitment to Excellence Requirements” and the “CTE Program” from time to time, in VMSC’s sole and absolute discretion. (B) Distributor business of distributor and its Dealer(sdealers and (ii) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of VMSC established by EVNEXUS from time-to-time in connection with with, but not limited to, the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of products, accessories, services and projects. Except, as may otherwise be required by applicable law, the Product(s). (Cdistributor shall continuously offer, and shall assure that its dealers and sub-dealers have the capability for developing charging station and swapping station in their premises, if they preferred. Otherwise the distributor/dealer(s) Subject to Paragraph 12 of this Agreementcan look for third parties‟ land with applicable electricity rules as per the guidelines framed from time-to-time. Similarly, Distributor and its all the safety measures should be taken care of, by the Distributor/Dealers/by third party scope. No liability or responsibility for EVNEXUS if any unforeseen incidents like accident / explosion may happen at battery swapping /charging station equipment. Distributor/Dealer(s) needs to make necessary safety measures and protocol must be followed by OEM suppliers or third party project developers. Furthermore, if the distributor/dealer(s) is willing to insure the products and premises, they are free to do so, at their own cost. EVNEXUS does not provide insurance for the products or premises or any sort and no kind of support is provided from EVNEXUS to the distributor/dealer(s). Likewise, EVNEXUS has no liability. Distributor shall continuously offer at least three grades of “Valero” branded gasoline at each Station. (D) Distributor and its Dealer(s) will utilize and maintain updated point of sale systems as required by VMSC. VMSC also reserves the right to install, and Distributor and its Dealer(s) agree to utilize, update and maintain, at Distributor‟s cost, and shall assure that its Dealers, utilize, update and maintain at Dealer‟s cost, (i) point of sale systems at each EVNEXUS Point as may be required by EVNEXUS from time to time and (ii) other automated systems, at Distributor’s cost, as systems which may be required by VMSCEVNEXUS from time to time, including but not limitedlimited to, such systems necessary to poll, at frequencies determined by VMSCEVNEXUS, each Station’s Product sales. (E) VMSC in the charging stations and product sales of EVNEXUS. Distributor agrees, and shall cause its Dealers to agree, that EVNEXUS may inspect or review compliance by Distributor of the distributors and its Dealer(s) dealers with the requirements of this Paragraph 8 agreement, in any reasonable manner manner, that VMSC EVNEXUS determines, including, but not limited to, announced and unannounced visits. (Fvisits to any EVNEXUS Point / charging station. Distributor/Dealer(s) Distributor expressly understands and agrees that a confidential relationship is established between VMSC EVNEXUS and Distributor Distributor/Dealer(s) under this Agreement and that, as a result thereof, VMSC EVNEXUS will be disclosing and transmitting to Distributor Distributor/Dealer(s) certain confidential and proprietary information in connection with of EVNEXUS. So, the Distributor’s operation of the Station. Distributor /Dealer(s) hereby agrees that Distributor Distributor/Dealer(s) shall not, during the term of this Agreement or thereafterthereafter in future, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreementagreement, shall not use for the benefit of Distributor/Dealer(s), or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station EVNEXUS Private Limited, which may be communicated to Distributor Distributor/Dealer(s) or its principals or of which they may be apprised in connection with the operation of the Station(sDistributor‟s/Dealer(s) performance under the terms of this Agreement. Distributor Further, the distributor/Dealer(s) shall divulge such confidential information only to such of Distributor’s Distributor‟s/Dealer(s) employees as must who have access a need to it know such confidential information to achieve the purposes stated in order to operate the Station(s)this Agreement. Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC EVNEXUS provides to Distributor Distributor/Dealer(s) in connection with this Agreement shall be deemed confidential for purposes the purpose of this AgreementAgreement only. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor/Dealer(s), was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor/Dealer(s), became part of the public domain through disclosure, publication or communication by persons other than Distributor Distributor/Dealer(s) or its employees. Distributor Distributor/Dealer(s) shall not not, at any time, without VMSC’s EVNEXUS‟ prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. (G) Distributor acknowledges that strict compliance with the terms and conditions persons who are not designated by EVNEXUS. Without limitation on any other provision of this Paragraph 8 is a material agreement, the distributor shall comply, and important part shall assure that its dealer(s) comply with applicable laws (regarding the ban on sale of narcotic products to individuals aged less than 18, possession of illegal items, theft, terrorist activities, funding/propaganda against country and all other unlawful activities, notified by the government of India etc). Distributor shall notify EVNEXUS, and shall assure that its dealer(s) notify EVNEXUS, in writing or electronically within 5 (five) business days about any notice of violation received by the Distributor and its Dealer(s), or any other operator of any of the consideration for charging stations, from local, state, or with respective authorities concerning the activities mentioned in this Agreementagreement.

Operating Standards. (A) Distributor shall conduct, and shall assure that its Dealer(s) shall conduct Dealers conduct, the operation of their respective businesses related to the resale of the Product(s) Products in a clean and safe manner and shall otherwise conduct no business which could interfere with the sale of Product(s) Products or damage the goodwill of the Valero Branded Distributor Marketing Agreement (Multi-Brand) Page 7 CST MARKETING AND SUPPLY COMPANY rev. 03/12 brand or the Marks. Without limiting the foregoing, Distributor shall fully comply, and shall assure that its Dealer(s) shallDealers comply, at all times during the term of this Agreement, fully comply with VMSC’s then current “Basic Operational Requirements,” which Distributor acknowledges have been received and reviewed by Distributor. FurthermoreDistributor agrees, without limiting any provision and shall cause its Dealers to the contrary hereinagree, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the VMSC’s Commitment to Excellence Program (“CTE Program”). The CTE Program provides requires that each Station meets must meet the established Commitment to Excellence Requirements which consists of then current requirements from set forth in each of the following VMSC documents: documents (collectively, the “Commitment to Excellence Requirements”): VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. Distributor shall fully comply, and shall assure that its Dealers comply, with VMSC’s then current Commitment to Excellence Requirements, which Distributor acknowledges have been received and reviewed by Distributor. VMSC reserves the right to amend, change, or otherwise modify the “VMSC’s Basic Operational Requirements”, “Commitment to Excellence Requirements” , and the “CTE Program” Program from time to time, time in VMSC’s sole and absolute discretion. (B) Distributor shall comply, and shall assure that its Dealers comply, (i) with Applicable Law with regard to operation of the business of Distributor and its Dealer(sDealers and (ii) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of established by VMSC from time to time in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s)Products. (C) Subject to Paragraph 12 of this AgreementExcept as may otherwise be required by Applicable Law, Distributor and its Dealer(s) shall continuously offer offer, and shall assure that its Dealers continuously offer, at least three grades of “Valero” branded gasoline of the Designated Brand at each Station. (D) Distributor and its Dealer(s) will utilize shall utilize, update and maintain updated at the Distributor’s cost, and shall assure that its Dealers, utilize, update and maintain at the Dealer’s cost, (i) point of sale systems at each Station as may be required by VMSC. VMSC also reserves the right from time to install, time and Distributor and its Dealer(s(ii) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as systems which may be required by VMSCVMSC from time to time, including but not limitedlimited to, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales. (E) Distributor agrees, and shall cause its Dealers to agree, that VMSC may inspect or review compliance by Distributor and its Dealer(s) Dealers with the requirements of this Paragraph Section 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visitsvisits to any Station. (F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the StationVMSC. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of Distributor, or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station VMSC which may be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) Distributor’s performance under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must who have access a need to it in order to operate the Station(s)know such confidential information for purposes of this Agreement. Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior CST MARKETING AND SUPPLY COMPANY rev. 03/12 written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. (G) Without limitation on any other provision of this Agreement, Distributor shall comply, and shall assure that its Dealers comply, with Applicable Law regarding youth access to tobacco products. Distributor shall notify VMSC, and shall assure that its Dealers notify VMSC, in writing or electronically within 5 business days of any notice of violation received by Distributor, its Dealers, or any other operator of any of the Stations, from local, state, or federal authorities concerning the sale of tobacco products to minors. (H) Distributor acknowledges that strict compliance with the terms and conditions of this Paragraph Section 8 is a material and important part of the consideration for this Agreement.

Operating Standards. Tenant hereby covenants and agrees that it ------------------- shall operate the Leased Facilities such that (Aa) Distributor as of the last day of each calendar quarter while the Loan Agreement is in effect, the Debt Service Coverage Ratio (as defined in the Loan Agreement) for the Leased Property and, if applicable, the Other Facilities, computed on the basis of the prior twelve (12) calendar months, is not less than 1.10 and its Dealer(s(b) as of the last day of each calendar quarter while the Loan Agreement is in effect, the Adjusted Net Operating Income (as defined in the Loan Agreement) for the Leased Property and, if applicable, the Other Facilities, computed on the basis of the prior twelve (12) calendar months, is not less than sixty-five percent (65%) of the Base Adjusted NOI (as defined in the Loan Agreement). Failure to satisfy the foregoing standards (the "Operating Standards") shall conduct constitute an immediate ------------------- Event of Default; provided, however, that any failure to satisfy the operation foregoing standards shall not constitute an Event of their respective businesses related Default if the reduction in the Debt Service Coverage Ratio is due, as determined by Lender in its sole discretion, is attributable primarily to (a) an overall decline in the hospitality industry in the jurisdictions in which the Leased Property and the Other Facilities are located such as a decline attributable to the resale effect of a natural disaster in such jurisdictions or a similar event or (b) specific economic conditions affecting the Leased Property and the Other Facilities which are beyond the Tenant's control, such as the bankruptcy of a major contract customer of the Product(sLeased Property and the Other Facilities and similar events. If Landlord declares such Event of Default and seeks to terminate the Lease, Tenant may avoid such termination if within five (5) days of Landlord's request that this Lease be terminated, Tenant remits to Landlord cash to be applied in a clean accordance with and safe manner and shall otherwise conduct no business which could interfere with subject to the sale terms of Product(s) or damage the goodwill Section 2.7 of the Valero brand Loan Agreement in an amount ----------- sufficient to cause the Debt Service Coverage Ratio (as defined in the Loan Agreement) for the Leased Property and the Other Facilities computed on the basis of the prior twelve (12) calendar months to be greater than or equal to 1.50 (calculated as if such amount was actually applied to reduce the MarksPrincipal Indebtedness (as defined in the Loan Agreement) upon which Debt Service (as defined in the Loan Agreement) was paid and calculated as if the Principal Indebtedness (as defined in the Loan Agreement) was reamortized on a straight-line basis (as if the reduction had occurred) over the remaining number of months until the Maturity Date (as defined in the Loan Agreement)). Without limiting In the foregoingevent that this Lease is terminated pursuant hereto (or for any other reason), Distributor and its Dealer(sTenant shall cooperate with Landlord to secure a replacement tenant or manager so as not to adversely affect Xxxxxx'x status as a REIT. 19.1 REIT Requirements. [CONFORM WITH STRATEGIC ALLIANCE AGREEMENT] ----------------- (a) shallTenant understands that, at all times during in order for Xxxxxx to qualify as a REIT, the term following requirements (the "REIT Requirements") must be satisfied: (i) The average of this Agreement, fully comply the adjusted tax bases of the personal property that is leased to Tenant with VMSC’s then current “Basic Operational Requirements” which Distributor acknowledges have been received and reviewed by Distributor. Furthermore, without limiting any provision respect to the contrary herein, Distributor Leased Property at the beginning and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As end of a calendar year cannot exceed 15% of the Commencement Dateaverage of the aggregate adjusted tax bases of the real and personal property comprising such Leased Property that is leased to Tenant under such lease at the beginning and end of such calendar year (the "Personal Property Limitation"). If Landlord reasonably anticipates that the Personal Property Limitation will be exceeded with respect to a Leased Property for any calendar year, Distributor Landlord shall notify Tenant, and its Dealer(sTenant agrees to lease or purchase the personal property anticipated to be in excess of the Personal Property Limitation (the "Excess Personal Property") from a third party on terms mutually agreeable to Tenant and such third-party. Tenant shall pay all sums required to be paid to purchase or under the leases of Excess Personal Property. In the event that Tenant enters into such a lease or purchases such Excess Personal Property, Tenant's Rent obligation shall be reduced, dollar for dollar, for the amount paid by Tenant to lease or purchase the Excess Personal Property. If Tenant purchases Excess Personal Property, the amount required by Landlord to be made available under the Capital Expenditure Reserve pursuant to Section 24.6 hereof shall be reduced for the Lease Year during which such purchase or lease occurs by an amount equal to the aggregate purchase price or leasing costs of such Excess Personal Property. Both Landlord and Tenant agree to participate fully cooperate in obtaining and implementing the Commitment to Excellence Program (“CTE Program”). The CTE Program provides that each Station meets the established Commitment to Excellence Requirements which consists of requirements from each leasing or purchase of the following VMSC documents: VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. VMSC reserves the right to amend, change, or otherwise modify the “Basic Operational Requirements”, “Commitment to Excellence Requirements” and the “CTE Program” from time to time, in VMSC’s sole and absolute discretionExcess Personal Property. (Bii) Distributor and its Dealer(s) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting Tenant cannot sublet the property that is leased to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of VMSC in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s). (C) Subject to Paragraph 12 of this Agreement, Distributor and its Dealer(s) shall continuously offer at least three grades of “Valero” branded gasoline at each Station. (D) Distributor and its Dealer(s) will utilize and maintain updated point of sale systems as required it by VMSC. VMSC also reserves the right to install, and Distributor and its Dealer(s) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as required by VMSC, including but not limited, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales. (E) VMSC may inspect or review compliance by Distributor and its Dealer(s) with the requirements of this Paragraph 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visits. (F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the Station. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of DistributorLandlord, or enter into any of its principalssimilar arrangement, on any confidential information, knowledge basis such that the rental or know-how concerning other amounts paid by the methods of operation (including pricing) of the Station which may sublessee thereunder would be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must have access to it in order to operate the Station(s). Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior written consent, copy, duplicate, record or otherwise reproduce such materials or informationbased, in whole or in part, nor otherwise make on either (i) the same available net income or profits derived by the business activities of the sublessee or (ii) any other formula such that any portion of the rent paid by Tenant to any unauthorized personLandlord would fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code. (Giii) Distributor acknowledges Tenant cannot sublease the property leased to it by Landlord to, or enter into any similar arrangement with, any person in which Xxxxxx owns, directly or indirectly, a 10% or more interest, within the meaning of Section 856(d)(2)(B) of the Code. (iv) Xxxxxx cannot own, directly or indirectly, a 10% or more interest in Tenant, within the meaning of Section 856(d)(2)(B) of the Code. (v) No person can own, directly or directly, capital stock of Xxxxxx that strict exceeds the "Limit" (as defined in Xxxxxx'x Charter, as amended and restated). (b) Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to use its best efforts to permit the REIT Requirements to be satisfied. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, to cooperate in good faith with Xxxxxx and Landlord to ensure that the REIT Requirements are satisfied, including but not limited to, providing Xxxxxx with information about the ownership of Tenant, and its Affiliates to the extent that such information is reasonably available. Tenant agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by Xxxxxx, and where appropriate, at Xxxxxx'x expense, to take reasonable action necessary to ensure compliance with the terms and conditions REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Tenant shall notify, or use reasonable efforts to cause its Affiliates to notify, Xxxxxx of this Paragraph 8 is a material and important part of the consideration for this Agreementsuch noncompliance.

Operating Standards. (A) Distributor The distributor shall conduct, and shall assure that its Dealer(s) shall conduct dealers conduct, the operation of their respective businesses related to the resale of the Product(s) products in a clean and safe manner and shall otherwise conduct no business which could possibly interfere with the sale of Product(s) products or damage the goodwill of EVNEXUS and the Valero brand name of Associating Companies brand or the Marks. Without limiting the foregoing, Distributor the distributor shall fully comply, and shall assure that its Dealer(s) shalldealers comply, at all times during the term of this Agreement, fully comply with VMSC’s EVNEXUS, the then current “Basic Operational Requirements,” which Distributor the distributor acknowledges to have been received and reviewed by Distributorreviewed. FurthermoreThe distributor agrees, without limiting any provision and shall cause its dealers to the contrary hereinagree, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the Commitment to Excellence Program (“CTE Program”)EVNEXUS activities. The CTE Program provides distributor shall comply, and shall assure that each Station meets the established Commitment its dealers comply, (i) with applicable law with regard to Excellence Requirements which consists of requirements from each operation of the following VMSC documents: VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. VMSC reserves the right to amend, change, or otherwise modify the “Basic Operational Requirements”, “Commitment to Excellence Requirements” and the “CTE Program” from time to time, in VMSC’s sole and absolute discretion. (B) Distributor business of distributor and its Dealer(sdealers and (ii) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of VMSC established by EVNEXUS from time-to-time in connection with with, but not limited to, the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of products, accessories, services and projects. Except, as may otherwise be required by applicable law, the Product(s). (Cdistributor shall continuously offer, and shall assure that its dealers and sub-dealers have the capability for developing charging station and swapping station in their premises, if they preferred. Otherwise the distributor/dealer(s) Subject to Paragraph 12 of this Agreementcan look for third parties’ land with applicable electricity rules as per the guidelines framed from time-to-time. Similarly, Distributor and its all the safety measures should be taken care of, by the Distributor/Dealers/by third party scope. No liability or responsibility for EVNEXUS if any unforeseen incidents like accident / explosion may happen at battery swapping /charging station equipment. Distributor/Dealer(s) needs to make necessary safety measures and protocol must be followed by OEM suppliers or third party project developers. Furthermore, if the distributor/dealer(s) is willing to insure the products and premises, they are free to do so, at their own cost. EVNEXUS does not provide insurance for the products or premises or any sort and no kind of support is provided from EVNEXUS to the distributor/dealer(s). Likewise, EVNEXUS has no liability. Distributor shall continuously offer at least three grades of “Valero” branded gasoline at each Station. (D) Distributor and its Dealer(s) will utilize and maintain updated point of sale systems as required by VMSC. VMSC also reserves the right to install, and Distributor and its Dealer(s) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, and shall assure that its Dealers, utilize, update and maintain at Dealer’s cost, (i) point of sale systems at each EVNEXUS Point as may be required by VMSCEVNEXUS from time to time and (ii) other automated systems which may be required by EVNEXUS from time to time, including but not limitedlimited to, such systems necessary to poll, at frequencies determined by VMSCEVNEXUS, each Station’s Product sales. (E) VMSC in the charging stations and product sales of EVNEXUS. Distributor agrees, and shall cause its Dealers to agree, that EVNEXUS may inspect or review compliance by Distributor of the distributors and its Dealer(s) dealers with the requirements of this Paragraph 8 agreement, in any reasonable manner manner, that VMSC EVNEXUS determines, including, but not limited to, announced and unannounced visits. (Fvisits to any EVNEXUS Point / charging station. Distributor/Dealer(s) Distributor expressly understands and agrees that a confidential relationship is established between VMSC EVNEXUS and Distributor Distributor/Dealer(s) under this Agreement and that, as a result thereof, VMSC EVNEXUS will be disclosing and transmitting to Distributor Distributor/Dealer(s) certain confidential and proprietary information in connection with of EVNEXUS. So, the Distributor’s operation of the Station. Distributor /Dealer(s) hereby agrees that Distributor Distributor/Dealer(s) shall not, during the term of this Agreement or thereafterthereafter in future, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreementagreement, shall not use for the benefit of Distributor/Dealer(s), or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station EVNEXUS Private Limited, which may be communicated to Distributor Distributor/Dealer(s) or its principals or of which they may be apprised in connection with the operation of the Station(sDistributor’s/Dealer(s) performance under the terms of this Agreement. Distributor Further, the distributor/Dealer(s) shall divulge such confidential information only to such of Distributor’s Distributor’s/Dealer(s) employees as must who have access a need to it know such confidential information to achieve the purposes stated in order to operate the Station(s)this Agreement. Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC EVNEXUS provides to Distributor Distributor/Dealer(s) in connection with this Agreement shall be deemed confidential for purposes the purpose of this AgreementAgreement only. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor/Dealer(s), was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor/Dealer(s), became part of the public domain through disclosure, publication or communication by persons other than Distributor Distributor/Dealer(s) or its employees. Distributor Distributor/Dealer(s) shall not not, at any time, without VMSC’s EVNEXUS’ prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person. (G) Distributor acknowledges that strict compliance with the terms and conditions persons who are not designated by EVNEXUS. Without limitation on any other provision of this Paragraph 8 is a material agreement, the distributor shall comply, and important part shall assure that its dealer(s) comply with applicable laws (regarding the ban on sale of narcotic products to individuals aged less than 18, possession of illegal items, theft, terrorist activities, funding/propaganda against country and all other unlawful activities, notified by the government of India etc). Distributor shall notify EVNEXUS, and shall assure that its dealer(s) notify EVNEXUS, in writing or electronically within 5 (five) business days about any notice of violation received by the Distributor and its Dealer(s), or any other operator of any of the consideration for charging stations, from local, state, or with respective authorities concerning the activities mentioned in this Agreementagreement.