Except with respect to the establishment of initial prices for a new model year or for any new model or body type, Division will give written notice to Dealer of any price increase before shipping any Motor Vehicle to which such increase applies. Dealer may cancel or modify the affected orders by delivering a written notice to Division within _________ days after receipt of such notice.

(4). Motor Vehicle Production and Delivery

Manufacturer will select the production and shipping locations and the modes of transportation for delivery of Motor Vehicles to Dealer and will be responsible to carriers for all charges.

Manufacturer will deliver Motor Vehicles to Dealer's principal dealership location unless Manufacturer decides that another delivery point is necessary.

Dealer's claims for loss or damage to Motor Vehicles while in the possession of a carrier must be submitted to Manufacturer in accordance with the provisions of the Service Policies and Procedures Manual.

(5). Option to Repurchase Damaged Motor Vehicles

Dealer agrees to notify Manufacturer if any new and unused Motor Vehicle(s) in Dealer's possession should for any reason be substantially damaged. Manufacturer shall have the option to repurchase all or any of such Motor Vehicles at a price equal to their net purchase price paid to Manufacturer. Dealer agrees to assign its rights under any insurance contract related to the repurchased vehicles to Manufacturer. Manufacturer shall make appropriate payment for repurchased vehicles directly to any lien holder.

B. Sale of Parts and Accessories to Dealer

(1). Purchase Sources

New or remanufactured automotive parts and accessories marketed by Manufacturer and listed in current Price Schedules or supplements furnished to Dealer are called Parts and Accessories. Sales of such Parts and Accessories will be made either by Manufacturer Parts Division of Manufacturer (Manufacturer Parts) or through other outlets designated by Manufacturer.

(2). Processing of Dealer's Orders

Orders for Parts and Accessories will be submitted and processed in accordance with procedures established by Manufacturer Parts or the other designated outlets.

(3). Prices and Other Terms of Sale

Prices and other terms of sale applicable to Parts and Accessories marketed by Manufacturer Parts will be those established in accordance with the Parts and Accessories Terms of Sale Bulletin furnished Dealer by Manufacturer Parts. Terms of sale applicable to other Parts and Accessories will be those established by the seller.

Prices and other terms of sale applicable to Parts and Accessories may be changed at any time. Such changes will apply to Parts and Accessories not shipped at the time such changes are made effective.

C. Warranties on Products

Manufacturer warrants new Motor Vehicles and Parts and Accessories (Products) to retail owners as set forth in documents containing those warranties that are provided with the Products or as set forth in the Service Policies and Procedures Manual.

Except as otherwise provided by law, the written Manufacturer warranties are the only warranties applicable to new Products. With respect to dealers, such warranties are in lieu of all other warranties or liabilities, express or implied, including any implied warranty of merchantability or fitness for a particular purpose or any liability for commercial losses based upon negligence or manufacturer's strict liability. Except as may be provided under an established Manufacturer program or procedure, Manufacturer neither assumes nor authorizes anyone to assume for it any other obligation or liability in connection with Products, and Manufacturer maximum liability is to repair or replace the Product.

D. Excusable Delay or Failure to Fill Orders or Accept Shipments

Dealer will not be liable for any delay or failure to accept delivery and Manufacturer will not be liable for any delay or failure to deliver Products where such delay or failure is caused, in whole or in part, by:

(1) any strike or labor trouble in Dealer's establishment or in the plants of Manufacturer or its suppliers;

(2) any shortage or curtailment of utilities, materials, transportation or labor or any shortage or damage to productive facilities;

(3) any act of government, including the enactment of laws or regulations or issuance of judicial or administrative injunctions or orders;

(4) any curtailment of production due to economic conditions; or any discontinuance of manufacture or sale by Manufacturer;

(5) any cause beyond the control of Dealer or Manufacturer.

If any Products ordered by Dealer are diverted or returned because of Dealer's unexcused delay or failure to accept delivery, Dealer will pay any additional costs incurred by Manufacturer as a result of such diversion.

E. Discontinuance of and Changes in Products

Manufacturer may discontinue any line of Product, or change the design or specifications of any Product or item of optional equipment at any time without notice and without incurring any obligation to Dealer.

ARTICLE II.

DEALERSHIP OPERATIONS

A. Responsibility of Dealer Operator

It is the responsibility of each Dealer Operator to provide personal services by exercising managerial authority for Dealer's conduct of the operations contemplated by this Agreement (Dealership Operations). Dealership Operations include the sale and service of Products and any other activities undertaken by Dealer related to Products, including rental and leasing operations, used car sales and body shop operations and finance and insurance operations whether conducted directly or indirectly by Dealer.

Dealer's success is dependent upon its effectiveness in selling and servicing Motor Vehicles and in conducting all the related activities which comprise Dealership Operations. Such effectiveness is ultimately dependent upon the Dealer Operator, who must assume full and complete managerial authority and responsibility for all Dealership Operations and who should be a competent business person, an effective manager and an experienced merchandiser of automotive products and service.

B. Dealership Location and Premises

(1). Responsibility of Dealer

Dealer shall provide facilities (Dealership Premises) at the Dealership Location that will enable Dealer to effectively perform and conduct its Dealership Operations. The Dealership Premises shall be satisfactory as to appearance and layout, properly equipped for the conduct of the Dealership Operations and substantially in

accordance with the recommended space guides set forth in the Dealership Location and Premises Addendum. The space guides will be based on the planning potential established by Manufacturer for Dealer as revised from time to time.

Dealer will conduct the Dealership Operations only from the location (Dealership Location) approved for that purpose by Manufacturer and will not, either directly or indirectly, establish any place of business for the conduct of any of its Dealership Operations except at the Dealership Location.

If the Dealership Premises are not all at the same location, Dealer shall not utilize any separate portion of the Dealership Premises for the conduct of any Dealership Operations other than as specified in the current Dealership Location and Premises Addendum. The Dealership Location and Premises Addendum will also describe any other purposes for which the Dealership Premises are used and the actual space devoted for such purposes.

(2). Changes

If Dealer desires to make any changes in the Dealership Location or in the uses or purposes of any of the Dealership Premises, Dealer agrees to give Manufacturer prior written notice so Manufacturer can discuss the effect of the proposed change with Dealer. No change in Dealership Location or in the use of Dealership Premises in Dealership Operations will be made without the written approval of Manufacturer.

Any changes in the Dealership Location or Dealership Premises or their use in Dealership Operations agreed upon by Dealer and Manufacturer and changes made by Manufacturer in space guides shall be reflected in a new Dealership Location and Premises Addendum or a separate written agreement executed by Dealer and Manufacturer.

(3). Signs

Dealer will install and maintain in appropriate places at the Dealership Premises product and service signs approved by Manufacturer, and such other signs as Manufacturer and Dealer agree are appropriate to advertise the Dealership Operations.

C. Sales Performance

(1). Responsibility of Dealer

Dealer is responsible for.

(a). actively and effectively selling and, if Dealer elects, renting and leasing new Motor Vehicles to customers of Dealer; and

(b). actively and effectively promoting, through Dealer's own advertising and sales promotion activities, the purchase and use of new Motor Vehicles by customers located in Dealer's Area of Primary Responsibility.

Division will advise Dealer in writing of its Area of Primary Responsibility.

(2). Sales Operations and Activities of Dealer

In furtherance of the objectives of this Agreement, Dealer agrees to:

(a) maintain an adequate force of trained sales personnel;

(b) maintain a high standard of ethical advertising and sales activities in promoting its Dealership Operations;

(c) explain to Product purchasers the items which make up the purchase price, and give them itemized invoices and any other information required by law;

(d) refrain from making any misleading statements concerning the nature or amount of items making up the total selling price of a Motor Vehicle, including destination or other charges paid to Manufacturer.

(e) refrain from charging customers for any services for which Dealer is reimbursed by Manufacturer such as for pre-delivery inspections and adjustments, without disclosing the Manufacturer reimbursement; and

(f) refrain from including in any customer order equipment or accessories not requested by the customer unless such item is required by law.

If Dealer installs on a Motor Vehicle any equipment, accessory or part that has not been supplied by Manufacturer, Dealer will disclose this fact to the purchaser and will advise the purchaser that the item is not included in warranties furnished by Manufacturer. Dealer will write such disclosure on the purchase order if the purchaser is to sign the order. In all cases, the purchaser's bill of sale or receipt will include such disclosure. Dealer will clearly explain to the purchaser the extent of the warranty given by the manufacturer of any such equipment, accessory, or part and will deliver a copy of such warranty, if in writing, to the purchaser.

(3). Evaluation of Dealer's Sales Performance

Sales evaluation reports prepared by Division will be furnished to and discussed with Dealer at least annually so that Dealer may take prompt action if necessary to achieve satisfactory sales performance. Any written comments on a sales evaluation report received from Dealer will become a part of the report.

Dealer's sales performance will be evaluated by Division on the basis of:

(a) Registration effectiveness—The relationship of registrations of new Motor Vehicles in Dealer's Area of Primary Responsibility to the number of registrations necessary to achieve a registration level comparable to Zone and national new Motor Vehicle registration levels; and

(b) Sales effectiveness—The relationship of Dealer's actual sales of new Motor Vehicles to the number of sales necessary to achieve a registration level in Dealer's Area of Primary Responsibility comparable to Zone and national new Motor Vehicle registration levels.

If Dealer's Area of Primary Responsibility is the same as that of other Motor Vehicle Dealers, Dealer's evaluation will be made on the basis of Dealer's standard of participation in such Area as established by Division.

In addition, the sales evaluation report will consider other relevant factors including:

the trend over a reasonable period of time of Dealer's sales performance;

the manner in which Dealer has conducted the sales operations, including advertising, sales promotion and treatment of purchasers;

sales to fleet customers if they have affected registrations;

the manner in which Dealer has submitted orders for new Motor Vehicles to Division;

the availability of new Motor Vehicles to Dealer; and

significant local conditions that may have directly affected Dealer's performance.

If in some cases relevant information, such as registration data, is not available, Division may rely on other data which it believes most reasonably depict the volume of retail purchases of new motor vehicles by customers located in the Area of Primary Responsibility.

D. Service Performance

(1). Responsibility of Dealer

Dealer agrees to provide prompt, efficient, courteous and quality service to owners and users of Motor Vehicles, when requested, regardless of where the vehicles were purchased. All service will be performed in a workmanlike manner and in accordance with the Service Policies and Procedures Manual as amended from time to time by Division in writing. Dealer's service obligations include the following:

(a). New Motor Vehicle Pre-Delivery Inspections and Adjustments

Pre-delivery inspections and adjustments will be performed by Dealer on each new Motor Vehicle prior to delivery. The completion of inspections and adjustments on each new Motor Vehicle will be verified on forms provided by Division, one copy of which will be retained in Dealer's file and a second copy of which will be furnished to the purchaser.

Any required campaign inspections and corrections will also be made at time of pre-delivery service.

(b). Warranty Repairs and Special Policy Adjustments

Dealer will perform (i) required warranty repairs on each qualified Motor Vehicle at the time of pre-delivery service and when requested by the owner, and (ii) special policy adjustments that are approved by Division. Dealer will provide each owner for whom repairs or adjustments are performed a copy of the repair order reflecting all services performed.

(c). Campaign Inspections and Corrections

Campaign inspections and corrections may be directed by Division to find and correct suspected unsatisfactory conditions, including conditions affected by safety, emissions, noise and fuel economy regulations. Dealer will perform campaign inspections and corrections on Products that qualify. Dealer will also determine whether campaign inspections and corrections have been made on used Manufacturer motor vehicles in its inventory and arrange for their performance, if necessary, prior to resale of the used vehicle.

Parts and other materials required for product campaigns may be shipped to Dealer without Dealer's authorization and will be accepted by Dealer. Upon completion of the campaign, Dealer will receive credit for any excess Parts and materials so shipped provided they are returned or disposed of in accordance with Division's instructions.

(d). Other Manufacturer Vehicles

Dealer may provide warranty repairs, special policy adjustments, and campaign inspections and corrections for Manufacturer motor vehicles that are not included in Dealer's Motor Vehicle Addendum if Manufacturer requests Dealer to do so in writing and if Dealer has the necessary equipment and qualified service personnel.

(2). Payment for Pre-Delivery, Warranty and Campaign Work

For Dealer's performance of pre-delivery inspections and adjustments, warranty repairs, special policy adjustments, and campaign inspections and corrections, Division will either provide or pay Dealer for the Parts and other materials required and will pay Dealer a fair and adequate amount for labor. Payment will be made in accordance with the Service Policies and Procedures Manual and Dealer shall not impose any charge for such service on retail customers.

Dealer will comply with the disposition instructions in the Service Policies and Procedures Manual with respect to defective Parts acquired by Dealer as a result of its performance of warranty repairs, special policy adjustments and campaign inspections and corrections.

(3). Service Operations of Dealer

(a). Service and Parts Organization

Dealer will maintain a service and parts organization substantially in accordance with the recommendations of Division and Manufacturer Parts which will include a competent, trained service and

parts manager(s), trained service and parts personnel, and where service volume or other conditions make it advisable, a consumer relations manager.

(b). Service Equipment and Special and Essential Tools

Dealer will provide adequate service equipment and such special and essential tools as are required by Dealer to fulfill its responsibilities for service in accordance with the recommendations of Division.

(c). Inventory of Parts and Accessories

Dealer will stock sufficient Parts and Accessories to meet customer demand and to perform warranty repairs and special policy adjustments.

(d). Representations and Disclosures as to Parts and Accessories

Dealer and Division recognize that owners and users of Motor Vehicles may reasonably expect that parts and accessories sold at retail or used by Dealer in servicing vehicles are Parts and Accessories marketed by Manufacturer. Dealer will not represent non-Manufacturer parts or accessories as Parts or Accessories marketed by Manufacturer.

In order to avoid confusion and minimize potential customer dissatisfaction in any case where parts or accessories that are not marketed by Manufacturer may be sold or used by Dealer, Dealer will clearly explain to its customer the extent of the warranty given by the manufacturer of the parts or accessories and will deliver a copy of the warranty, if in writing, to the owner or user.

(e). Compliance With Government Regulations

Dealer and Manufacturer will each provide the other with such information and assistance as may reasonably be requested by the other to facilitate compliance with government laws, regulations and orders relating to Products including laws, regulations and orders relating to fuel economy, safety, emissions, noise and damageability.

(4). Consumer Relations Programs and Procedures

Dealer will endeavor to build and maintain consumer confidence in Dealer and Manufacturer. Dealer will comply with procedures developed by Division for the investigation and handling of complaints relating to Motor Vehicles.

(5). Evaluation of Dealer's Service Performance

Dealer's performance of its responsibilities for service in areas such as consumer satisfaction, premises, service management and operating procedures, personnel, new vehicle pre-delivery service, parts operation, and shop tools and equipment will be evaluated by Manufacturer at least annually. Service evaluation reports will be furnished to and discussed with Dealer so that Dealer may take prompt action if necessary to achieve satisfactory service performance. Any written comments on a report received from Dealer will become a part of the report.

E. Assistance Provided by Manufacturer

(1). Training

Manufacturer will make available to Dealer general and specialized sales, service and parts training courses for Dealer personnel. Dealer agrees to have members of its organization attend such courses according to their needs. Manufacturer shall not be responsible for any compensation payable to Dealer's personnel while attending such courses or for related travel and living costs.

(2). Service and Parts Manuals and Materials

Manufacturer will make copies of its current service and parts manuals, bulletins, and technical data publications relating to Motor Vehicles available to Dealer.

(3). Field Personnel

Manufacturer will maintain field personnel to advise and counsel Dealer personnel on sales, service, parts and accessories and related subjects, including inventory control, owner complaints, technical service problems, service and parts merchandising, personnel training, and service and parts management.

(4). Advertising and Sales Promotion Materials

Manufacturer will conduct general advertising programs to promote the sale of Motor Vehicles for the mutual benefit of Manufacturer and authorized dealers.

Manufacturer will make available to Dealer advertising and sales promotion materials from time to time and will inform Dealer of any applicable charges.

(5). Facility Planning

Manufacturer representatives will be available to counsel Dealer on planning and equipping the Dealership Premises and will make available building layout plans, facility planning recommendations and recommendations on the location, installation and maintenance of signs.

F. Capital Standards

The Capital Standard Addendum reflects the agreed upon minimum net working capital necessary to conduct the Dealership Operations based on Manufacturer guidelines. Dealer and Manufacturer will execute a new Addendum if changes in operating conditions or Manufacturer guidelines indicate capital needs have changed materially.

G. Accounts, Records, Estimates and Reports

(1). Uniform Accounting System

Manufacturer utilizes operating information provided by dealers to develop composite operating statistics useful to dealers and Manufacturer in business management and to assess the impact of Manufacturer policies and practices on dealers generally. To assure information provided by Dealer is accurate and based upon common accounting principles, Dealer will maintain a uniform accounting system in accordance with the accounting manual provided by Manufacturer. Dealer will furnish to Manufacturer by the _________ of each month and in a manner established by Manufacturer, complete and accurate financial and related supporting data.

(2). Management and Ownership Information

Dealer will maintain accurate records reflecting the owners and managers of Dealer and will provide a new Dealer Statement of Ownership upon request by Manufacturer. Receipt of such Statement by Manufacturer shall not constitute approval of any unauthorized change in ownership that may be reflected in such Statement.

(3). Sales and Service Records

It is the responsibility of Dealer to maintain complete and up-to-date records covering its sales and service of Motor Vehicles, including records in support of fleet and retail orders, applications for any payment or credit by

Manufacturer and transportation claims. Such records will be prepared and maintained in accordance with Manufacturer policies and procedures and will be retained for at least _________ years.

(4). Sales Estimates and Reports

Estimates of Dealer's new Motor Vehicle requirements will be furnished by Dealer for such periods as requested by Manufacturer.

Dealer will also furnish Manufacturer with accurate information covering Dealer's new Motor Vehicle sales or transfers to other dealers. The information shall be furnished in a manner prescribed by Manufacturer and in the form and within the times specified by Manufacturer.

(5). Examination of Accounts and Records

Any designated representative of Manufacturer is authorized to examine, audit, reproduce and take copies of any of the accounts and records required to be maintained by Dealer under this Agreement. Examinations and audits must be conducted during regular business hours. Dealer will be furnished a list of any reproduced records.

(6). Confidentiality of Dealer Data

Manufacturer will not furnish any data submitted to it by Dealer to any third party unless authorized by Dealer or required by law or unless pertinent to judicial or government administrative proceedings or to proceedings before the Manufacturer Dealer Relations Umpire.

H. Trademarks and Service Marks

(1). Exclusive Ownership

Manufacturer or its affiliated companies are the exclusive owners of the various trademarks, service marks, names, and designs (Marks) which they use in connection with Products.

(2). Use by Dealer

Dealer is granted the non-exclusive right of displaying the foregoing Marks in the conduct of its Dealership Operations, except that Marks related to used motor vehicle operations can be used only if Dealer fulfills the requirements of programs relating to them established by Manufacturer.

The foregoing Marks may be used as part of the name under which Dealer's business is conducted only with the express written approval of Manufacturer.

Dealer will change or discontinue the use of any Manufacturer mark upon request.

No company owned by or affiliated with Dealer or any of its owners may use any Manufacturer mark or product name without Manufacturer's written permission.

(3). Discontinuance of Use Upon Termination

Upon termination of this Agreement, Dealer will immediately discontinue or cause to be discontinued, at its expense, all use of Marks. Thereafter, Dealer will not use, either directly or indirectly, any Manufacturer marks or any other confusingly similar marks in a manner likely to cause confusion or mistake or to deceive the public. Failure of Manufacturer and Dealer to complete the purchase of signs as provided in this Agreement will not relieve Dealer of its obligation to discontinue the use of Manufacturer marks on the signs.

(4). Dealer's Liability for Failure to Discontinue Use

Dealer will reimburse Manufacturer for all legal fees and other expenses incurred in connection with legal action to require Dealer to comply with this Section.

I. Establishment of Additional Dealers

Division reserves the right to appoint additional Motor Vehicle Dealers. This right will not be exercised without making a survey of marketing factors in the area of a possible new dealership location.

Division will notify Dealer when it undertakes a survey which may result in the addition of a new Motor Vehicle Dealer within Dealer's Area of Primary Responsibility and will give Dealer an opportunity to present information relevant to the survey. If Division tentatively decides that the results of a survey warrant establishing an additional dealer in such area, Division will advise Dealer in writing and give Dealer _________ days to present further relevant information before a final decision is made.

Notwithstanding any other provision of this Agreement, the final decision whether to establish an additional dealer shall be made by Division solely pursuant to its own business judgment and nothing in this Agreement shall be construed to require Dealer's consent to the establishment of an additional dealer.

ARTICLE III.

SUCCESSOR AND REPLACEMENT DEALERS

A. Rights of Manufacturer

(1). Selection of Dealers

The parties recognize that Motor Vehicles are marketed through a system of authorized dealers developed by Manufacturer and that customers and authorized dealers, as well as shareholders and employees of Manufacturer, have a vital interest in the preservation and efficient operation of the system. Manufacturer has the responsibility of continuing to administer the system and selecting the most suitable dealer candidate in each circumstance.

Accordingly, Manufacturer has the right to select each successor and replacement dealer and to approve its owners and principal management and the location of its dealership facilities. Manufacturer shall perform such responsibility as set forth in Paragraph _________ on the basis of evaluating each candidate's qualifications and proposal for the conduct of dealership operations against the standards set forth in this Agreement.

(2). Review of Applications

In selecting replacement dealers, Manufacturer may process applications for a replacement dealer agreement, and may consult with applicants on any aspect of their proposals or Manufacturer requirements, at any time after a notice of termination or expiration has been served or Dealer has proposed a sale of assets or change of ownership or management. Any such replacement dealer agreement shall not become effective prior to the effective date of termination or expiration of this Agreement.

B. Succession Rights Upon Death or Incapacity

(1). Manufacturer Obligations

Manufacturer will give first consideration to, and will not arbitrarily refuse to accept, a proposal to establish a successor dealer submitted by a proposed dealer operator under this Section B provided:

(a) the proposed successor dealer and the proposed dealer operator are ready, willing and able to comply at an approved location with the requirements of a new dealer agreement;

(b) General Motors approves all proposed owners and principal managers not previously approved in connection with the existing Dealership Operations;

(c) the proposed dealer operator will own an unencumbered ownership interest of at least _________ percent in the proposed dealer and will not actively participate in the management of any other dealership; and

(d) an agreement(s) acceptable to Manufacturer has been executed between the proposed dealer operator and all proposed owners providing that he or she shall have the right to acquire complete ownership of the proposed dealer within _________ years.

(2). Rights of Remaining Dealer Operators

If this Agreement expires or is terminated because of death or incapacity and Dealer and Manufacturer have not executed a Successor Addendum, the remaining Dealer Operator(s) may propose a successor dealer entity to continue the Dealership Operations at the Dealership Location. The proposal must be made at least one month prior to the expiration or termination of this Agreement by submitting a written proposal to Manufacturer naming a remaining Dealer Operator as the dealer operator.

The proposal will be accepted by Manufacturer if it does not introduce new owners or if any proposed new owners are acceptable to Manufacturer.

(3). Rights Under Successor Addendum

Upon request, Manufacturer will execute with Dealer a Successor Addendum designating proposed dealer operators or owners of a successor dealer to be established if this Agreement expires or is terminated because of death or incapacity. The request must be executed by all owners and Dealer Operators and be submitted on Manufacturer forms prior to such death or incapacity.

To be named in the Successor Addendum, a proposed dealer operator must be either a Dealer Operator of Dealer or a person who is and will continue to be employed on a full time basis by, and is being trained to assume a management position with, Dealer or a comparable automotive dealership. Any other proposed owner must be acceptable to Manufacturer.

(4). Term of New Dealer Agreement

The term of the dealer agreement offered a successor dealer will be _________ years if the dealer operator in the successor dealer is currently a dealer operator of a Motor Vehicle Dealer.

In all other cases the successor dealer will be offered a _________ year agreement, and the successor provisions of this Section B will not apply to that agreement. Manufacturer will notify the successor dealer in writing at least _________ months prior to the expiration of the _________ year term whether the successor dealer and its dealer operator have performed satisfactorily, and, if so, that Manufacturer will offer the successor dealer a regular dealer agreement.

(5). Limitation on Offers

If Manufacturer plans to relocate Dealer to another location, Manufacturer may offer a new dealer agreement to the proposed successor dealer, subject to the condition that its dealership operations will be relocated within a reasonable time to another dealership location and acceptable dealership premises as approved by Manufacturer.

Manufacturer offer of a new dealer agreement made pursuant to this Section B will automatically expire if not accepted by the successor dealer within _________ month after it receives the offer.

(6). New Successor Addendum

Dealer, but not Manufacturer, may cancel an executed Successor Addendum. The parties may execute a new and superseding Successor Addendum by mutual agreement. If Manufacturer notifies Dealer that it does not plan to continue dealership operations at the Dealership Location, Manufacturer shall have no obligation to execute a new Successor Addendum. No Successor Addendum may be canceled, however, after the death of any party named in Paragraph _________ of this Agreement.

C. Other Changes in Management and Ownership or Sale of Assets

In order for Manufacturer to effectively perform its responsibility to administer the authorized dealer system, Dealer agrees in Paragraph _________ to give Manufacturer prior written notice of any proposed change in its Dealer Operator(s) or ownership or any proposed disposition of its principal assets. In turn, Manufacturer agrees to consider Dealer's proposal under the standards identified in Paragraph _________ and not to arbitrarily refuse to agree to such proposal. In determining whether the proposal is acceptable to it, Manufacturer will take into account the qualifications, personal and business reputation and financial standing of the proposed dealer operator and owners, as well as Manufacturer interest in promoting and preserving competition among Manufacturer dealerships, and between those dealerships and dealerships representing competing motor vehicle manufacturers.

Dealer shall be notified in writing of Manufacturer agreement or disagreement to Dealer's proposal within _________ days after Dealer has furnished all applications and information reasonably requested by Manufacturer to evaluate such proposals. Manufacturer decision may be reviewed under the Manufacturer Dealer Relations Umpire Plan. Dealer acknowledges that the occurrence of any such change or disposition without prior written agreement by Manufacturer is cause for termination of this Dealer Agreement.

Any material change in Dealer's proposal, including any change in price or in proposed ownership or management of a replacement dealer, shall be treated as a new proposal for purposes of this and the following Section D.

D. Manufacturer's Right of First Refusal or Option to Purchase

1. Creation and Coverage

If a proposal by Dealer is not accepted by Manufacturer under Section C, Manufacturer shall have a right of first refusal or option to purchase the dealership assets under this Section D in addition to whatever other rights the parties may have under this Agreement. If Manufacturer chooses to exercise its right or option, it must do so in its written notice of disagreement with Dealer's proposal. Such exercise shall be null and void if Dealer withdraws its proposal within _________ days following its receipt of Manufacturer written notice exercising its right or option. After being exercised, Manufacturer's right or option may be assigned to any party Manufacturer selects as a replacement dealer and Manufacturer agrees to guarantee the full payment of the purchase price by such assignee.

If Dealer has entered into a bona fide written buy/sell agreement respecting its dealership business or this Agreement, Manufacturer's right under this Section shall be a right of first refusal, enabling Manufacturer to assume the buyer's rights and obligations under such buy/sell agreement. In the absence of a bona fide written buy/sell agreement, Manufacturer shall have the option under this Section to purchase the principal assets of Dealer utilized in the Dealership Operations, including real estate and leasehold interests, and to cancel this agreement and all rights granted Dealer under this agreement. If the Dealership Premises are leased by Dealer from an affiliated company, the right to purchase the principal assets of Dealer shall include the right to lease the Dealership Premises to the extent such a lease to a third party is contemplated.

2. Purchase Price and Other Terms of Sale

If Dealer has entered into a bona fide written buy/sell agreement, the purchase price and other terms of sale shall be those set forth in such agreement and any related documents. Manufacturer may request and Dealer

agrees to provide all other documents relating to the proposed transfer, including, but not limited to, those reflecting any other agreements or understandings between the parties to the buy/sell agreement. If Dealer refuses either to provide such documentation or to state in writing that no such documents exist, it shall be presumed that the agreement is not bona fide.

In the absence of a bona fide written buy/sell agreement, the purchase price of the dealership assets shall be their fair market value as a going concern as negotiated by the parties and the other terms of sale shall be those agreed by the parties or prevailing in the area of the Dealership Premises. If the parties are unable to reach a negotiated settlement in a reasonable time, the price and other terms of sale shall be established by arbitration in accordance with the rules of the American Arbitration Association.

Dealer shall transfer the affected property by Warranty Deed conveying marketable title free and clear of liens, claims, mortgages, encumbrances, tenancies and occupancies. The Warranty Deed shall be in proper form for recording and Dealer shall deliver complete possession of the property at the time of delivery of the Deed. Dealer shall also furnish to Manufacturer copies of any easements, licenses or other documents affecting the property and shall assign any permits or licenses which are necessary for the conduct of the Dealership Operations.

Dealer agrees not to complete any proposed change or sale prior to the expiration of the period for exercise of Manufacturer's right or option. Manufacturer's rights under this Section shall be binding on and enforceable against any assignee or successor in interest of Dealer or purchaser of Dealer's assets.

ARTICLE IV.

TERMINATION

A. Termination of Agreement

(1). Termination by Dealer

Dealer may terminate this Agreement by written notice to Manufacturer. Termination will be effective _________ month(s) after Manufacturer's receipt of the notice unless otherwise mutually agreed in writing.

(2). Termination Due to Certain Acts or Events

Each of the following represents an act or event that is within the control of Dealer or originates from action taken by Dealer or its management or owners and which is so contrary to the spirit and objectives of this Agreement as to warrant its termination:

(a). The removal, resignation, withdrawal or elimination from Dealer for any reason of any Dealer Operator or Dealer Owner without the prior written approval of Manufacturer.

(b). Any misrepresentation to Manufacturer by Dealer or by any Dealer Operator or owner in applying for this Agreement or as to the record or beneficial ownership or management of Dealer.

(c). Any attempted or actual sale, transfer or assignment by Dealer of this Agreement or any of the rights granted Dealer under this agreement, or any attempted or actual transfer, assignment or delegation by Dealer of any of the responsibilities assumed by it under this Agreement without the prior written approval of Manufacturer.

(d). Any change, whether voluntary or involuntary, in the principal management or in the record or beneficial ownership of Dealer as set forth in the Dealer Statement of Ownership furnished by Dealer without the prior written approval of Manufacturer.

(e). Any undertaking by Dealer or any of its owners to conduct, either directly or indirectly, any of the Dealership Operations at any unapproved location.

(f). Any sale or other transfer, by operation of law or otherwise, or any relinquishment or discontinuance of use by Dealer, of any of the Dealership Premises or other principal assets required in the conduct of the Dealership Operations, without the prior written approval of Manufacturer.

(g). Any dispute or disagreement between or among the owners or management personnel of Dealer which, in the opinion of Manufacturer, may adversely affect the Dealership Operations or the interests of Dealer or Manufacturer.

(h). Insolvency of Dealer; filing of a voluntary petition in bankruptcy by Dealer; filing of a petition to have Dealer declared bankrupt or appointment of a receiver or trustee for Dealer, provided such filing or appointment is not vacated within _________ month(s); or execution by Dealer of an assignment for the benefit of creditors or any foreclosure or other due process of law where a third party acquires rights to the operation, ownership or assets of Dealer.

(i). Failure of Dealer to conduct its customary sales and service operations during its customary business hours for _________ consecutive business days.

(j). Conviction in a court of original jurisdiction of Dealer or any Dealer Operator, principal officer, or owner of Dealer of any crime which is punishable by imprisonment; or any finding by a government agency or court of original jurisdiction that Dealer had committed any unfair business practice which, in the opinion of Manufacturer, may adversely affect the reputation or interests of Dealer or Manufacturer.

(k). Submission by Dealer of false applications or claims for any payment, credit, discount or allowance or of false orders for Products or reports of delivery or transfer of Products if such applications, claims, orders or reports are fraudulent or part of a pattern of false applications, claims, orders or reports, whether or not Dealer offers or makes restitution.

(l). Refusal by Dealer to timely furnish sales or financial information and related supporting data, or to permit Manufacturer to make an examination or audit of Dealer's accounts and records, provided such failure or refusal continues after receipt by Dealer from Manufacturer of a written request for such information or permission.

(m). Willful failure of Dealer to comply with the provisions of any laws or regulations relating to the sale or service of Products.

When Manufacturer learns that any of the foregoing acts or events has occurred, Manufacturer will endeavor to discuss it with Dealer. Thereafter, Manufacturer may terminate this Agreement by giving Dealer written notice of termination, such termination to be effective upon receipt by Dealer of such notice or at such later date as may be specified in the notice.

(2). Termination by Manufacturer for Failure of Performance by Dealer

If Manufacturer determines that Dealer has failed to provide adequate premises, or to adequately perform its sales or service responsibilities, Manufacturer will review such failure with Dealer.

As soon as practicable thereafter, Manufacturer will notify Dealer in writing of the nature of Dealer's failure of performance and of the period of time (which shall be not less than _________ months) during which Dealer will be expected to remedy such failure.

If such failure has not been substantially remedied at the expiration of the period, Manufacturer may terminate this Agreement by giving Dealer _________ months advance written notice.

(4). Termination Because of Incapacity of Dealer Operator

Because of the personal service nature of this Agreement, Manufacturer may terminate this Agreement by written notice to Dealer if Dealer Operator is so physically or mentally incapacitated that the Dealer Operator is unable to actively exercise full managerial authority. The effective date of termination will be stated in such written notice and will be not less than _________ months after receipt of such notice.

(5). Termination for Failure to be Licensed

If Manufacturer or Dealer fails to secure or maintain any license required for the performance of its obligations under this Agreement, or such license is suspended or revoked, irrespective of the cause, either party may immediately terminate this Agreement by giving the other party written notice.

(6). Termination by Agreement

This Agreement may be terminated at any time by written agreement between Manufacturer and Dealer.

The provisions of Article V relating to Termination Assistance will be applicable only to the extent set forth in the written termination agreement.

(7). Reliance on Any Applicable Termination Provision

The terminating party may select the termination provision under which it elects to terminate without reference in its notice of termination to any other provision that may also be applicable. The terminating party may also subsequently assert other grounds for termination.

B. Transactions After Termination

(1). Effect of Termination on Orders

If Dealer and Manufacturer do not enter into a new Dealer Sales and Service Agreement when this Agreement expires or is terminated, all of Dealer's outstanding orders for Products will be automatically canceled except as provided in this Section B.

Termination of this Agreement will not release Dealer or Manufacturer from the obligation to pay any amounts owing the other, nor release Dealer from the obligation to pay for Special Vehicles if Manufacturer has begun processing such orders prior to the effective date of termination.

(2). Termination Deliveries

If this Agreement is voluntarily terminated by Dealer or expires or is terminated because of the death or incapacity of a Dealer Operator or death of a Dealer Owner, without a termination or expiration deferral date, Manufacturer will exert its best efforts consistent with its distribution procedures to furnish Dealer with Motor Vehicles to fill Dealer's bona fide retail orders on hand on the effective date of termination or expiration, not to exceed, however, the total number of Motor Vehicles invoiced to Dealer for retail sale during the _________ months immediately preceding the effective date of termination.

(3). Effect of Transactions After Termination

Neither Manufacturer sale of Products to Dealer nor any other act by Manufacturer or Dealer after termination of this Agreement will be construed as a waiver of the termination.

ARTICLE V.

TERMINATION ASSISTANCE

A. Deferral of Effective Date of Expiration or Termination

If this Agreement is scheduled to expire or terminate because of the death or incapacity of a Dealer Operator or the death of a Dealer Owner and Dealer requests an extension of the effective date of expiration or termination _________ days prior to such date, Manufacturer will defer the effective date for up to a total of _________ months after such death or incapacity occurs in order to assist Dealer in winding up its Dealership Operations.

B. Purchase of Personal Property

(1). Manufacturer Obligation

If this Agreement expires or is terminated by either party and Manufacturer does not offer Dealer or any replacement dealer that has substantially the same ownership (including total family ownership) a new Dealer Sales and Service Agreement, Manufacturer will purchase the following items of personal property (Eligible Items) from Dealer at the prices indicated:

(a). New and unused Motor Vehicles of the current model year purchased by Dealer from Manufacturer, at a price equal to the net prices and charges that were paid to Manufacturer.

(b). Any signs owned by Dealer of a type recommended in writing by Manufacturer and bearing any Manufacturer trademarks or service marks, at a price agreed upon by Manufacturer and Dealer. If Manufacturer and Dealer cannot agree on a price, they will select a third party who will set the price.

(c). Any special tools recommended by Manufacturer and designed specifically for service of any Motor Vehicles that were offered for sale by Manufacturer during the _________ years preceding termination, at prices established in accordance with the applicable pricing formula in the Service Policies and Procedures Manual.

(d). Unused and undamaged Parts and Accessories that (i) are still in the original, resalable merchandising packages and in unbroken lots (in the case of sheet metal, a comparable substitute for the original package may be used); (ii) are listed for sale in the then current Manufacturer Parts Dealer Parts and Accessories Price Schedules (except Parts and Accessories listed there as discontinued or replaced Parts and Accessories); and (iii) were purchased by Dealer either directly from Manufacturer Parts or from an outgoing authorized dealer as a part of Dealer's initial Parts and Accessories inventory. The prices for such Parts and Accessories will be Manufacturer Parts dealer prices in effect at the time such Parts and Accessories are received by Manufacturer Parts, less any applicable allowances whether or not any such allowances were made to Dealer when the Parts and Accessories were purchased by Dealer, plus _________ percent of dealer price for packing costs and plus reimbursement for transportation charges to the destination specified by Manufacturer Parts.

(2). Responsibilities of Dealer

Manufacturer obligation to purchase Eligible Items is subject to Dealer fulfilling its responsibility under this subsection.

Within _________ days following the effective date of termination or expiration of this Agreement, Dealer will furnish Manufacturer with a list of vehicle identification numbers and such other information as Manufacturer may request pertaining to eligible Motor Vehicles to be purchased by Manufacturer. Dealer will deliver all such eligible Motor Vehicles to a destination determined by Manufacturer that will be in a reasonable proximity to Dealer's premises.

Within _________ months following the effective date of termination or expiration of this Agreement, Dealer will mail or deliver to Manufacturer, a complete and separate list of each of the Eligible Items other than Motor Vehicles. Dealer will retain all such Eligible Items until receipt of written shipping instructions from Manufacturer. Within _________ month after receipt of instructions, Dealer will ship such Eligible Items, transportation charges prepaid, to the destinations specified in the instructions.

Dealer will take such action and execute and deliver such instruments as may be necessary to (a) convey to Manufacturer good and marketable title to all Eligible Items to be purchased, (b) comply with the requirements of any applicable state law relating to bulk sales or transfer, and (c) satisfy and discharge any liens or encumbrances on Eligible Items prior to their delivery to Manufacturer.

(3). Payment by Manufacturer

Manufacturer will pay Dealer for the Eligible Items purchased by it as soon as practicable following delivery to the destinations specified by Manufacturer. Manufacturer may make any payment for such Eligible Items directly to anyone claiming a security or ownership interest.

If Manufacturer has not paid Dealer the purchase price of the Eligible Items within _________ months after delivery, Manufacturer will, at Dealer's written request, estimate the purchase price of the unpaid Eligible Items and all other amounts owed Dealer by Manufacturer. After deducting the amounts estimated to be owing Manufacturer by Dealer, Manufacturer will advance Dealer _________ percent of the net amount owed Dealer and will pay the balance, if any, as soon as practicable.

(4). Assignment of Rights

If Manufacturer has decided to appoint a replacement dealer at Dealer's location, Dealer may sell its Eligible Items and, if approved in writing by Manufacturer, assign its rights under this Section B to Manufacturer designated replacement dealer provided the replacement dealer assumes Dealer's obligations under this Section.

C. Assistance on Dealership Premises

(1). Manufacturer Obligation

Manufacturer agrees to give Dealer the assistance provided by this Section in disposing of the Dealership Premises if (i) this Agreement expires for any reason or is terminated by Manufacturer under Section A(3) or A(4) of Article IV, and (ii) Dealer is not offered a new Dealer Sales and Service Agreement. Such assistance shall be given only on Dealership Premises that are described in the Dealership Location and Premises Addendum and only if they are:

(a) used solely for Dealership Operations (or similar dealership operations with other Manufacturer car or truck Divisions under agreements which will be terminated simultaneously with this Agreement); and

(b) not substantially in excess of Manufacturer space guides.

Any Dealer request for such assistance must be in writing and received by Manufacturer within _________ month of the expiration or termination of this Agreement.

Premises that consist of more than one parcel of property or more than one building, each of which is separately usable, distinct and apart from the whole or any other part with appropriate ingress or egress, shall be considered separately under this Section.

(2). Owned Dealership Premises

Manufacturer will provide assistance on owned Dealership Premises by either (a) locating a purchaser who will offer to purchase the Dealership Premises at a reasonable price, or (b) locating a lessee who will offer to lease the premises for a reasonable term at a reasonable rent. If Manufacturer does not locate a purchaser or

lessee within a reasonable time, Manufacturer will itself either purchase or, at its option, lease the Dealership Premises for a reasonable term at a reasonable rent. If the cause of termination or expiration is a death or the incapacity of the Dealer Operator, however, Manufacturer may instead pay Dealer a sum equal to a reasonable rent for a period of _________ months immediately following the effective date of termination of this Agreement.

(3). Leased Dealership Premises

Manufacturer will provide assistance on leased Dealership Premises by either:

(a) locating a tenant(s), satisfactory to the lessor, who will sublet for the balance of the lease or assume it; or

(b) arranging with the lessor for the cancelation of the lease without penalty to Dealer; or

(c) reimbursing Dealer for the lesser of the rent specified in the lease or settlement agreement or a reasonable rent for a period equal to the lesser of _________ months from the effective date of termination or expiration or the balance of the lease term.

Upon request, Dealer will use its best efforts to effect a settlement of the lease with the lessor subject to Manufacturer's prior approval of the terms of such settlement. Manufacturer is not obligated to reimburse Dealer for rent for any month during which the Dealership Premises are occupied by Dealer or anyone else after the first month following the effective date of termination or expiration.

(4). Reasonable Rent and Reasonable Price

Manufacturer and Dealer will fix the amount of a reasonable rent and a reasonable price for the Dealership Premises by agreement at the time Dealer requests assistance. The factors to be considered in fixing those amounts are:

(a) the adequacy and desirability of the Dealership Premises for an authorized Motor Vehicle dealership operation; and

(b) the fair market value of the Dealership Premises. If Manufacturer and Dealer cannot agree, the fair market value shall be that determined by the median appraisal of _________ qualified real estate appraisers, of whom Dealer and Manufacturer shall each select _________ and the _________ thus selected shall select the _________. The cost of required appraisals shall be shared equally by Dealer and Manufacturer.

(5). Limitations on Obligation to Provide Assistance

Manufacturer shall not be obligated to provide assistance on Dealership Premises if Dealer:

(a) fails to accept a bona fide offer from a prospective purchaser, sublessee or assignee;

(b) refuses to execute a settlement agreement with the lessor if such agreement would be without cost to Dealer;

(c) refuses to use its best efforts to effect a settlement when requested by Manufacturer; or

(d) refuses to permit Manufacturer to examine Dealer's books and records if necessary to verify claims of Dealer under this Section C.

Any amount payable by Manufacturer as rental reimbursement or reasonable rent shall be proportionately reduced if the Dealership Premises are leased or sold to another party during the period for which such amount is payable. Payment of any such rental reimbursement or reasonable rent shall be waived by Dealer if it does not file its claim within _________ months after the expiration of the period covered by the payment. Upon request, Dealer will support its claim with satisfactory evidence of its accuracy and reasonableness.

ARTICLE VI.

MANUFACTURER DEALER RELATIONS UMPIRE PLAN

Manufacturer has long recognized that mutual respect, trust and confidence are vital to the relationship between Manufacturer and each authorized dealer. So that such respect, trust and confidence can be maintained, and

differences that may develop between a dealer and Manufacturer may be resolved amicably, Manufacturer has adopted the Manufacturer Dealer Relations Umpire Plan (Umpire Plan).

The Umpire Plan provides for a final administrative review by the Division and an impartial review by the Umpire of the Division's decision affecting Dealer if Dealer believes it will result in unfair treatment. Dealer has been furnished a copy of the Umpire Plan. Manufacturer shall furnish Dealer with a copy of each revision or modification that Manufacturer may make in the Umpire Plan.

ARTICLE VII.

GENERAL PROVISIONS

A. No Agent or Legal Representative Status

This Agreement does not make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other. Neither party owes the other any fiduciary obligation.

B. Dealer's Responsibility for Its Operations

Except as provided otherwise in this Agreement, Manufacturer has no liability in connection with the establishment or conduct of the Dealership Operations, and Dealer will be solely responsible for all expenditures, liabilities and obligations incurred or assumed by Dealer in connection with Dealer's responsibilities under this Agreement.

C. Taxes

Dealer will pay all local, state, federal or other applicable taxes and file required tax returns related to its Dealership Operations and will hold Manufacturer harmless from any claims or demands made by any taxing authority with respect to it.

D. Indemnification by Manufacturer

Manufacturer will assume the defense of Dealer and indemnify Dealer against any judgment for monetary damages, less any offset recovered by Dealer, in any lawsuit naming Dealer as a defendant relating to any Product that has not been altered by or for Dealer when the lawsuit concerns:

(a) Breach of the Manufacturer warranty related to the Product, bodily injury or property damage claimed to have been caused solely by a defect in the design, manufacture or assembly of a Product by Manufacturer (other than a defect which should have been detected by Dealer in a reasonable inspection of the Product);

(b) Failure of the Product to conform to the description set forth in advertisements or product brochures distributed by Manufacturer because of changes in standard equipment or material component parts unless Dealer received notice of the changes prior to retail delivery of the affected Product by Dealer; or

(c) Any substantial damage to a Product purchased by Dealer from Manufacturer which has been repaired by Manufacturer unless Dealer has been notified of the repair in writing prior to retail delivery of the affected Product.

If Manufacturer reasonably concludes that allegations other than those set forth in (a) through (c) above are being pursued in the lawsuit, Manufacturer shall have the right to decline to accept the defense or indemnify Dealer or, after accepting the defense, to transfer the defense back to Dealer and withdraw its agreement to indemnify Dealer.

Procedures for requesting indemnification, administrative details, and limitations are contained in the Service Policies and Procedures Manual under "Indemnification." The obligations assumed by Manufacturer are limited to those specifically described in this Section and in the Service Policies and Procedures Manual and are conditioned upon compliance by Dealer with the procedures described in the Manual.

This Section shall not affect any right either party may have to seek indemnification or contribution under any other contract or by law and such rights are expressly preserved.

E. Notices

Any notice required to be given by either party to the other in connection with this Agreement will be in writing and delivered personally or by mail. Except as otherwise specifically set forth in Section D above, notices to Dealer will be directed to Dealer or its representatives at Dealer's principal place of business and notices by Dealer will be directed to the appropriate Zone Manager of the division(s) of Manufacturer.

F. No Implied Waivers

The failure of either party to require performance by the other party of any provision here will in no way affect the right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision here.

G. Assignment of Rights or Delegation of Duties

Except as provided in this Agreement, neither this Agreement nor the rights or obligations of either party here may be sold, assigned, delegated or otherwise transferred without the written approval of the other party.

H. Accounts Payable

In addition to any right of set off provided by law, all monies or accounts due Dealer shall be considered net of indebtedness of Dealer to Manufacturer and Manufacturer may deduct any amounts due or to become due from Dealer to Manufacturer or any amounts held by Manufacturer from any sums or accounts due or to become due from Manufacturer to Dealer.

I. Applicable Law

This Agreement is governed by the laws of the State of _________. However, if performance under this Agreement is illegal under a valid law of any jurisdiction where such performance is to take place, the performance will be modified to the minimum extent necessary to comply with such law if it was effective on the date of execution of this Agreement.

J. Sale Agreement of Parties

Except as otherwise provided or referred to here, Manufacturer has made no promises to Dealer or any Dealer Operator or owner and there are no other agreements or understandings, either oral or in writing, between the parties affecting this Agreement or relating to any of the subject matters covered by this Agreement.

Except as otherwise provided here, this Agreement cancels and supersedes all previous agreements between the parties that relate to any matters covered here.

No agreement between Manufacturer and Dealer which relates to matters covered here, and no change in, addition to (except the filling in of blank lines) or erasure of any printed portion of this Agreement, will be binding unless it is approved in a written agreement executed in accordance with Paragraph _________ of this Agreement.

K. New and Superseding Dealer Agreements

In the event a new and superseding form of Dealer Agreement is offered by Manufacturer to authorized Manufacturer dealers generally at any time prior to the expiration of the term of this Agreement, Manufacturer may terminate this Agreement by prior written notice to Dealer, provided Manufacturer offers Dealer a new

agreement in the new and superseding form for a term of not less than the then unexpired term of this Agreement.

Any evaluation of the effectiveness of Dealer's performance of any of its responsibilities under this Agreement may be reflected and considered together with any evaluation made of the effectiveness of Dealer's performance of similar responsibilities under any succeeding or new and superseding form of Dealer Agreement.

Unless otherwise agreed in writing, the rights and obligations of Dealer that may otherwise become applicable upon any termination or expiration of the term of this Agreement shall not be applicable in the event of the execution by Manufacturer and Dealer of any new or superseding Dealer Sales and Service Agreement and the matured rights and obligations of the parties here shall continue under the new agreement.

Dealer's performance under any prior agreement may be considered in an evaluation of Dealer's performance under this, or any succeeding, agreement.

GLOSSARY

1. Area of Primary Responsibility —The geographic area designated by Division from time to time in a Notice of Area of Primary Responsibility.

2. Dealer —The corporation, partnership or proprietorship that signs the Dealer Agreement.

3. Dealer Agreement —The Dealer Sales and Service Agreement, including the Agreement proper that is executed, the Additional Provisions, all of the related Addenda, and the Terms of Sale Bulletins.

4. Dealer Operator —Principal manager of Dealer identified in Paragraph _________ upon whose personal service Manufacturer relies in entering into the Dealer Agreement.

5. Dealer Owner —Owner of Dealer identified in Paragraph _________ upon whom Manufacturer relies in entering into the Dealer Agreement.

6. Dealership Location —The location approved by Manufacturer for the purpose of conducting Dealership Operations.

7. Dealership Operations —All operations contemplated by the Dealer Agreement. These operations include the sale and service of Products and any other activities undertaken by Dealer related to Products, including rental and leasing operations, used car sales and body shop operations and finance and insurance operations whether conducted directly or indirectly by Dealer.

8. Dealership Premises —Approved facilities provided by Dealer at its Dealership Location for the conduct of Dealership Operations.

9. Division —The division of Manufacturer that markets Motor Vehicles.

10. Eligible Items —Items of personal property eligible for purchase by Manufacturer under Article V following termination or expiration of the Dealer Agreement.

11. Manufacturer —Manufacturer Corporation.

12. Marks —The various trademarks, service marks, names and designs used by Manufacturer and its affiliated companies in connection with Products.

13. Motor Vehicles —All current model types or series of new motor vehicles specified in the Motor Vehicle Addendum and all past Manufacturer motor vehicles marketed through Motor Vehicle Dealers.

14. Motor Vehicle Dealers —Dealers that are a party to a dealer agreement for the line of products constituting Motor Vehicles.

15. Parts and Accessories —New or remanufactured automotive parts and accessories marketed by Manufacturer and listed in current Price Schedules or supplements furnished to Dealer.

16. Products —Motor Vehicles, Parts and Accessories.

17. Released to Production —Status of a vehicle order that occurs when the order is selected at the assembly plant for production.

18. Special Vehicles —Motor Vehicles that have limited marketability because they differ from Manufacturer's standard specifications or incorporate special equipment.