Common use of Changes in Management Clause in Contracts

Changes in Management. In view of the fact that this is a personal --------------------- services Agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, Dealer and FAA agree that any change in the Dealer Principal from that specified in the Final Article of this Agreement requires the prior written consent of Seller. Any change to the Executive Manager requires notice to Seller and timely replacement with an Executive Manager acceptable to Seller. In addition, FAA and Dealer agree that no chief executive officer, or person performing services and having responsibilities similar to a chief executive officer, of FAA will be appointed, directly or indirectly, without the prior written consent of Seller. Dealer shall give Seller prior notice of any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA and immediate notice of the death or incapacity of any Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager and no appointment of a chief executive or similar officer of FAA shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Subject to the foregoing, Dealer and FAA shall make their own, independent decisions concerning the hiring and firing of its employees, including, without limitation, the Dealer Principal and Executive Manager. Dealer shall give Seller prior written notice of any proposed change in Dealer Principal, timely notice of any change to Executive Manger, and immediate notice of the death or incapacity of Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Dealer acknowledges Seller's right (as set forth herein and in the Standard Provisions) to require consent to any change in the management of Dealer, and FAA and Dealer agree that a change to the Dealer Principal or substitution of the Executive Manager, without such consent from Seller is without effect upon Seller, of no force and effect, and grounds for termination. FAA and Dealer further agree that they will not challenge, contest, dispute, or litigate, except as provided by Article Fifteenth (c): (i) any action taken by Seller (including, without limitation, termination of this Agreement) in response to an attempt to change the management of Dealer without Seller's consent; or (ii) any decision by Seller to withhold consent to a proposed change in management of Dealer; or (iii) any decision by Seller to withhold approval of a proposed management candidate. To enable Seller to evaluate and respond to Dealer concerning any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA agrees to provide, in the form requested by Seller and in a timely manner, all applications and information customarily requested by Seller to evaluate the proposed change. While Seller shall not unreasonably withhold its consent to any such change, it is agreed that any successor Dealer Principal, Executive Manager or Location Manager or similar officer of FAA must possess personal qualifications, expertise, reputation, integrity, experience and ability which are, in the opinion of Seller, satisfactory. Seller will determine whether, in its opinion, the proposed change or appointment is likely to result in a successful dealership operation with capable management that will satisfactorily perform Dealer's obligations under this Agreement. Seller shall have no obligation to transact business with any person who is not named as a Dealer Principal or Executive Manager of Dealer hereunder prior to having concluded its evaluation of such person. Upon FAA's request, Seller may, but has no obligation to, transact business with an individual proposed by Dealer and acceptable to Seller during a prolonged incapacity or unavailability of Dealer Principal and Executive Manager. Any successor Dealer Principal or Executive Manager or similar officer of FAA must meet the following minimum requirements in order to be submitted to Seller for approval: (i) At least three years of experience as a general manager of an automobile dealer in a major metropolitan area or similar position involving all aspects of the day-to-day operations of such an automobile dealership (including, without limitation, new and used vehicle sales, service, parts and administration); and (ii) A demonstrated track record of success in his/her prior automobile dealership activities as measured by the dealerships' performance under his/her management. The dealership(s) shall have consistently demonstrated at least the following: 1. An above average level of sales performance when measured against regional or zone averages and as measured against sales performance objectives established by the manufacturer; and 2. An above average level of customer satisfaction when measured against regional or zone averages for the make; and 3. A history of cooperation and good relations with manufacturer(s) and/or distributor(s).

Changes in Management. In view of the fact that this is a personal --------------------- services Agreement with the Dealer Principal principal and Executive Manager and in view of its objectives and purposes, Dealer Dealer, UAG Northeast, Inc. and FAA DiFeo Partnership, Inc. agree that any change in the Dealer Principal or Executive Manager from that specified in the Final Article of this Agreement requires the prior written consent of Seller. Any change to the Executive Manager requires notice to Seller and timely replacement with an Executive Manager acceptable to Seller. In addition, FAA UAG Northeast, Inc. and Dealer DiFeo Partnership, Inc. agree that no chief executive officer, or person performing services and having responsibilities similar to a chief executive officer, of FAA UAG Northeast, Inc. or DiFeo Partnership, Inc. will be appointed, directly or indirectly, without the prior written consent of Seller. Dealer shall give Seller prior notice of any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA UAG Northeast, Inc. and DiFeo partnership, Inc. and immediate notice of the death or incapacity of any Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager and no appointment of a chief executive or similar officer of FAA UAG Northeast, Inc. or DiFeo Partnership, Inc. shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Subject to the foregoing, Dealer Dealer, UAG Northeast, Inc. and FAA DiFeo Partnership, Inc. shall make their own, independent decisions concerning the hiring and firing of its employees, including, without limitation, the Dealer Principal and Executive Manager. Dealer shall give Seller prior written notice of any proposed change in Dealer Principal, timely notice of any change to Principal or Executive Manger, Manager and immediate notice of the death or incapacity of Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager shall be effective unless and until embodied embodies in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Dealer acknowledges Seller's right (as set forth herein and in the Standard Provisions) to require consent to any change in the management of Dealer, UAG Northeast, Inc. and FAA and Dealer DiFeo Partnership, Inc. agree that a change to the Dealer Principal or substitution of the Executive Manager, without such consent from Seller is without effect upon Sellervoid, of no force and effect, and grounds for termination. FAA Dealer, UAG Northeast, Inc. and Dealer DiFeo Partnership, Inc. further agree that they either will not challenge, contest, dispute, or litigate, except as provided by Article Fifteenth (c):: (i) any action taken by Seller (including, without limitation, termination of this Agreement) in response to an attempt to change the management of Dealer without Seller's consent; or (ii) any decision by Seller to withhold consent to a proposed change in management of Dealer; , or (iii) any decision by Seller to withhold approval of a proposed management candidate. To enable Seller to evaluate and respond to Dealer concerning any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA agrees UAG Northeast, Inc. and DiFeo Partnership, Inc., Dealer, UAG Northeast, Inc. and DiFeo Partnership, Inc. agree to provide, in the form requested by Seller and in a timely manner, all applications and information customarily requested by Seller to evaluate the proposed change. While Seller shall not unreasonably withhold its consent to any such change, it is agreed that any successor Dealer Principal, Executive Manager or Location Manager chief executive or similar officer of FAA UAG Northeast, Inc. and DiFeo Partnership, Inc. must possess personal qualifications, expertise, reputation, integrity, experience and ability which are, in the opinion of Seller, satisfactory. Seller will determine whether, in its opinion, the proposed change or appointment is likely to result in a successful dealership operation cooperation with capable management that will satisfactorily perform Dealer's obligations under this Agreement. Seller shall have no obligation to transact business with any person who is not named as a Dealer Principal principal or Executive Manager of Dealer hereunder prior to having concluded its evaluation of such person. Upon FAA's request, Seller may, but has no obligation to, transact business with an individual proposed by Dealer and acceptable to Seller during a prolonged incapacity or unavailability of Dealer Principal and Executive Manager. Any successor Dealer Principal or Executive Manager and any chief executive or similar officer of FAA UAG Northeast, Inc. and DiFeo Partnership, Inc. must meet the following minimum requirements in order to be submitted to Seller for approval: (i) At least three years of experience as a general manager of an automobile dealer in a major metropolitan area or similar position involving all aspects of the day-to-day operations of such an automobile dealership (including, without limitation, new and used vehicle vehicles sales, service, parts and administration); and (ii) A demonstrated track record of success in his/her prior automobile dealership activities as measured by the dealerships' performance under his/her management. The dealership(s) shall have consistently demonstrated at least the following: 1. An above average level of sales performance when measured against regional or zone averages and as measured against sales performance objectives established by the manufacturer; and 2. An above average level of customer satisfaction when measured against regional or zone averages for the make; and 3. A history of cooperation and good relations with manufacturer(s) and/or distributor(s).

Changes in Management. In view of the fact that this is a personal --------------------- services Agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, Dealer and FAA agree that any change in the Dealer Principal or Executive Manager from that specified in the Final Article of this Agreement requires the prior written consent of Seller. Any change to the Executive Manager requires notice to Seller and timely replacement with an Executive Manager acceptable to Seller. In addition, FAA Lithia and Dealer agree that no chief executive officer, or person performing services and having responsibilities similar to a chief executive officer, of FAA Dealer will be appointed, directly or indirectly, without the prior written consent of Seller. Dealer shall give Seller prior notice of any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA and immediate notice of the death or incapacity of any Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager and no appointment of a chief executive or similar officer of FAA shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Subject to the foregoing, Dealer and FAA Dealer Principal shall make their own, independent decisions concerning the hiring and firing of its employees, including, without limitation, the Dealer Principal and Executive Manager. Dealer shall give Seller prior written notice of any proposed change in Dealer Principal, timely notice of any change to Principal or Executive Manger, Manager and immediate notice of the death or incapacity of Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Dealer acknowledges Seller's right (as set forth herein and in the Standard Provisions) to require consent to any change in the management of Dealer, Dealer and FAA and Dealer agree agrees that a change to the Dealer Principal or substitution of the Executive Manager, without such consent from Seller is without effect upon Sellervoid, of no force and effect, and grounds for termination. FAA Lithia and Dealer further agree that they will not challenge, contest, dispute, or litigate, except as provided by in accordance with the dispute resolution procedures contained in Article Fifteenth (c): (i) any action taken by Seller (including, without limitation, termination of this Agreement) in response to an attempt to change the management of Dealer without Seller's consent; orconsent;or (ii) any decision by Seller to withhold consent to a proposed change in management of Dealer; or (iii) any decision by Seller to withhold approval of a proposed management candidate. To enable Seller to evaluate and respond to Dealer concerning any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA Lithia, Dealer agrees to provide, in the form requested by Seller and in a timely manner, all applications and information customarily requested by Seller to evaluate the proposed change. While Seller shall not unreasonably withhold its consent to any such change, it is agreed that any successor Dealer Principal, Executive Manager or Location Manager chief executive or similar officer of FAA must possess personal qualifications, expertise, reputation, integrity, experience and ability which are, in the opinion of Seller, satisfactory. Seller will determine whether, in its opinion, the proposed change or appointment is likely to result in a successful dealership operation with capable management that will satisfactorily perform Dealer's obligations under this Agreement. Seller shall have no obligation to transact business with any person who is not named as a Dealer Principal or Executive Manager of Dealer hereunder prior to having concluded its evaluation of such person. Upon FAA's request, Seller may, but has no obligation to, transact business with an individual proposed by Dealer and acceptable to Seller during a prolonged incapacity or unavailability of Dealer Principal and Executive Manager. Any successor Dealer Principal or Executive Manager and any chief executive or similar officer of FAA must meet the following minimum requirements in order to be submitted to Seller for approval: (i) At least three years of experience as a general manager of an automobile dealer in a major metropolitan area or similar position involving all aspects of the day-to-day today operations of such an automobile dealership (including, without limitation, new and used vehicle sales, service, parts and administration); and (ii) A demonstrated track record of success in his/her prior automobile dealership activities as measured by the dealerships' performance under his/her management. The dealership(s) shall have consistently demonstrated at least the following: 1. An above average level of sales performance when measured against regional or zone averages and as measured against sales performance objectives established by the manufacturer; and 2. An above average level of customer satisfaction when measured against regional or zone averages for the make; and 3. A history of cooperation and good relations with manufacturer(s) and/or distributor(s).

Changes in Management. In view of the fact that this is a personal --------------------- services Agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, Dealer and FAA UAG Atlanta V, Inc. agree that any change in the Dealer Principal or Executive Manager from that specified in the Final Article of this Agreement requires the prior written consent of Seller. Any change to the Executive Manager requires notice to Seller and timely replacement with an Executive Manager acceptable to Seller. In addition, FAA UAG Atlanta V, Inc. and Dealer agree that no chief executive officer, or person performing services and having responsibilities similar to a chief executive officerofficer of UAG Atlanta V, of FAA Inc. will be appointed, directly or indirectly, without the prior written consent of SellerSellers. Dealer shall give Seller prior notice of any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA UAG Atlanta V, Inc. and immediate notice of the death or incapacity of any Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager and no appointment of a chief executive or similar officer of FAA UAG Atlanta V, Inc. shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Subject to the foregoing, Dealer and FAA UAG Atlanta V, Inc. shall make their own, independent decisions concerning the hiring and firing of its employees, including, without limitation, the Dealer Principal and Executive Manager. Dealer shall give Seller prior written notice of any proposed change in Dealer Principal, timely notice of any change to Principal or Executive Manger, Manager and immediate notice of the death or incapacity of Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Dealer acknowledges Seller's right (as set forth herein and in the Standard Provisions) to require consent to any change in the management of DealerDealer and UAG Atlanta V, and FAA and Dealer Inc. agree that a change to the Dealer Principal or substitution of the Executive Manager, without such consent from Seller is without effect upon Sellervoid, of no force and effect, and grounds for termination. FAA Dealer and Dealer UAG Atlanta V, Inc. further agree that they either will not challenge, contest, dispute, or litigate, except as provided by Article Fifteenth (c):: (i) any action taken by Seller (including, without limitation, termination of this Agreement) in response to an attempt to change the management of Dealer without Seller's consent; or (ii) any decision by Seller to withhold consent to a proposed change in management of Dealer; or (iii) any decision by Seller to withhold approval of a proposed management candidate. To enable Seller to evaluate and respond to Dealer concerning any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA UAG Atlanta V, Inc., UAG Atlanta V, Inc. agrees to provide, in the form requested by Seller and in a timely manner, all applications and information customarily requested by Seller to evaluate the proposed change. While Seller shall not unreasonably withhold its consent to any such change, it is agreed that any successor Dealer Principal, Executive Manager or Location Manager chief executive or similar officer of FAA UAG Atlanta V. Inc. must possess personal qualifications, expertise, reputation, integrity, experience and ability which are, in the opinion of Seller, satisfactory. Seller will determine whether, in its opinion, the proposed change or appointment is likely to result in a successful dealership operation with capable management that will satisfactorily perform Dealer's obligations under this Agreement. Seller shall have no obligation to transact business with any person who is not named as a Dealer Principal or Executive Manager of Dealer hereunder prior to having concluded its evaluation of such person. Upon FAA's request, Seller may, but has no obligation to, transact business with an individual proposed by Dealer and acceptable to Seller during a prolonged incapacity or unavailability of Dealer Principal and Executive Manager. Any successor Dealer Principal or Executive Manager and any chief executive or similar officer of FAA UAG Atlanta V, Inc., Inc. must meet the following minimum requirements in order to be submitted to Seller for approval: (i) At least three years of experience as a general manager of an automobile dealer in a major metropolitan area or similar position involving all aspects of the day-to-day operations of such an automobile dealership (including, without limitation, new and used vehicle sales, service, parts and administration); and (ii) A demonstrated track record of success in his/her prior automobile dealership activities as measured by the dealerships' performance under his/her management. The dealership(s) shall have consistently demonstrated at least the following: 1. An above above-average level of sales performance when measured against regional or zone averages and as measured against sales performance objectives established by the manufacturer; manufacturer and 2. An above above-average level of customer satisfaction when measured against regional or zone averages for the make; and 3. A history of cooperation and good relations with manufacturer(s) and/or distributor(s).

Changes in Management. In view of the fact that this is a personal --------------------- services Agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, Dealer and FAA agree that any change in the Dealer Principal from that specified in the Final Article of this Agreement requires the prior written consent of Seller. Any change to the Executive Manager requires notice to Seller and timely replacement with an Executive Manager acceptable to Seller. In addition, FAA and Dealer agree that no chief executive officer, or person performing services and having responsibilities similar to a chief executive officer, of FAA will be appointed, directly or indirectly, without the prior written consent of Seller. Dealer shall give Seller prior notice of any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA and immediate notice of the death or incapacity of any Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager and no appointment of a chief executive or similar officer of FAA shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Subject to the foregoing, Dealer and FAA shall make their own, independent decisions concerning the hiring and firing of its employees, including, without limitation, the Dealer Principal and Executive Manager. Dealer shall give Seller prior written notice of any proposed change in Dealer Principal, timely notice of any change to Executive MangerManager, and immediate notice of the death or incapacity of Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Dealer acknowledges Seller's right (as set forth herein and in the Standard Provisions) to require consent to any change in the management of Dealer, and FAA and Dealer agree that a change to the Dealer Principal or substitution of the Executive Manager, without such consent from Seller is without effect upon Seller, of no force and effect, and grounds for termination. FAA and Dealer further agree that they will not challenge, contest, dispute, or litigate, except as provided by Article Fifteenth (c): (i) any action taken by Seller (including, without limitation, termination of this Agreement) in response to an attempt to change the management of Dealer without Seller's consent; or (ii) any decision by Seller to withhold consent to a proposed change in management of Dealer; or (iii) any decision by Seller to withhold approval of a proposed management candidate. To enable Seller to evaluate and respond to Dealer concerning any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA agrees to provide, in the form requested by Seller and in a timely manner, all applications and information customarily requested by Seller to evaluate the proposed change. While Seller shall not unreasonably withhold its consent to any such change, it is agreed that any successor Dealer Principal, Executive Manager or Location Manager or similar officer of FAA must possess personal qualifications, expertise, reputation, integrity, experience and ability which are, in the opinion of Seller, satisfactory. Seller will determine whether, in its opinion, the proposed change or appointment is likely to result in a successful dealership operation with capable management that will satisfactorily perform Dealer's obligations under this Agreement. Seller shall have no obligation to transact business with any person who is not named as a Dealer Principal or Executive Manager of Dealer hereunder prior to having concluded its evaluation of such person. Upon FAA's request, Seller may, but has no obligation to, transact business with an individual proposed by Dealer and acceptable to Seller during a prolonged incapacity or unavailability of Dealer Principal and Executive Manager. Any successor Dealer Principal or Executive Manager or similar officer of FAA must meet the following minimum requirements in order to be submitted to Seller for approval: (i) At least three years of experience as a general manager of an automobile dealer in a major metropolitan area or similar position involving all aspects of the day-to-day operations of such an automobile dealership (including, without limitation, new and used vehicle sales, service, parts and administration); and (ii) A demonstrated track record of success in his/her prior automobile dealership activities as measured by the dealerships' performance under his/her management. The dealership(s) shall have consistently demonstrated at least the following: 1. An above average level of sales performance when measured against regional or zone averages and as measured against sales performance objectives established by the manufacturer; and 2. An above average level of customer satisfaction when measured against regional or zone averages for the make; and 3. A history of cooperation and good relations with manufacturer(s) and/or distributor(s).

Changes in Management. In view of the fact that this is a personal --------------------- services Agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, Dealer and FAA CCAR agree that any change in the Dealer Principal or Executive Manager from that specified in the Final Article of this Agreement requires the prior written consent of Seller. Any change to the Executive Manager requires notice to Seller and timely replacement with an Executive Manager acceptable to Seller. In addition, FAA and Dealer agree CCAR agrees that no chief executive officer, or person performing services and having responsibilities similar to a chief executive officer, of FAA CCAR will be appointed, directly or indirectly, without the prior written consent of Seller. Dealer shall give Seller prior notice of any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA CCAR and immediate notice of the death or incapacity of any Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager and no appointment of a chief executive or similar officer of FAA CCAR shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Subject to the foregoing, Dealer and FAA CCAR shall make their own, independent decisions concerning the hiring and firing Erring of its employees, including, without limitation, the Dealer Principal and Executive Manager. Dealer shall give Seller prior written notice of any proposed change in Dealer Principal, timely notice of any change to Principal or Executive Manger, Manager and immediate notice of the death or incapacity of Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Dealer acknowledges Seller's right (as set forth herein and in the Standard Provisions) to require consent to any change in the management of Dealer, and FAA Dealer and Dealer and CCAR agree that a change to the Dealer Principal or substitution of the Executive Manager, without such consent from Seller is without effect upon Sellervoid, of no force and effect, and grounds for termination. FAA Dealer and Dealer CCAR further agree that they either will not challenge, contest, dispute, or litigate, except as provided by Article Fifteenth (c):: (i) any action taken by Seller (including, without limitation, termination of this Agreement) in response to an attempt to change the management of Dealer without Seller's consent; or (ii) any decision by Seller to withhold consent to a proposed change in management of Dealer; or (iii) any decision by Seller to withhold approval of a proposed management candidate. To enable Seller to evaluate and respond to Dealer concerning any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA agrees CCAR, Dealer and CCAR agree to provide, in the form requested by Seller and in a timely manner, all applications and information customarily requested by Seller to evaluate the proposed change. While while Seller shall not unreasonably withhold its consent to any such change, it is agreed that any successor Dealer Principal, Executive Manager or Location Manager chief executive or similar officer of FAA CCAR must possess personal qualifications, expertise, reputation, integrity, experience and ability which are, in the opinion of Seller, satisfactory. Seller will determine whether, in its opinion, the proposed change or appointment is likely to result in a successful dealership operation with capable management that will satisfactorily perform Dealer's obligations under this Agreement. Seller shall have no obligation to transact business with any person who is not named as a Dealer Principal or Executive Manager of Dealer hereunder prior to having concluded its evaluation of such person. Upon FAA's request, Seller may, but has no obligation to, transact business with an individual proposed by Dealer and acceptable to Seller during a prolonged incapacity or unavailability of Dealer Principal and Executive Manager. Any successor Dealer Principal or Executive Manager and any chief executive or similar officer of FAA CCAR must meet the following minimum requirements in order to be submitted to Seller for approval: (i) At least three years of experience as a general manager of an automobile dealer in a major metropolitan area or similar position involving all aspects of the day-to-day operations of such an automobile dealership (including, without limitation, new and used vehicle sales, service, parts and administration); and (ii) A demonstrated track record of success in his/her prior automobile dealership activities as measured by the dealerships' performance under his/her management. The dealership(s) shall have consistently demonstrated at least the following: 1. An above average level of sales performance when measured against regional or zone averages and as measured against sales performance objectives established by the manufacturer; and 2. An above average level of customer satisfaction when measured against regional or zone averages for the make; and 3. A history of cooperation and good relations with manufacturer(s) and/or distributor(s).

Changes in Management. In view of the fact that this is a personal --------------------- services Agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, Dealer and FAA C-CAR agree that any change in the Dealer Principal or Executive Manager from that specified in the Final Article of this Agreement requires the prior written consent of Seller. Any change to the Executive Manager requires notice to Seller and timely replacement with an Executive Manager acceptable to Seller. In addition, FAA and Dealer agree that no chief executive officer, or person performing services and having responsibilities similar to a chief executive officer, of FAA will which consent shall not be appointed, directly or indirectly, without the prior written consent of Sellerunreasonably withheld. Dealer shall give Seller prior notice of any proposed change in Dealer Principal or Executive Manager or and notice of the appointment of any chief executive or similar officer of FAA C-CAR and immediate notice of the death or incapacity of any Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager and no appointment of a chief executive or similar officer of FAA shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Subject to the foregoing, Dealer and FAA C-CAR shall make their own, independent decisions concerning the hiring and firing of its employees, including, without limitation, the Dealer Principal and Executive Manager. Dealer shall give Seller prior written notice of any proposed change in Dealer Principal, timely notice of any change to in Executive MangerManager, and immediate notice of the death or incapacity of Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Dealer acknowledges Seller's right (as set forth herein and in the Standard Provisions) to require consent to any change in the management Executive Manager of Dealer, Dealer and FAA and Dealer agree agrees that a change to the Dealer Principal or substitution of the Executive Manager, without such consent from Seller is without effect upon Sellervoid, of no force and effect, and grounds for termination. FAA C-CAR, and Dealer further agree that they will not challenge, contest, dispute, or litigate, except as provided by Article Fifteenth (c):in the dispute resolution provisions of this Agreement: (i) any action taken by Seller (including, without limitation, termination of this Agreement) in response to an attempt to change the management of Dealer without Seller's consent; or (ii) any decision by Seller to withhold consent to a proposed change in management of Dealer; or (iii) any decision by Seller to withhold approval of a proposed management candidate. To enable Seller to evaluate and respond to Dealer concerning any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA Manager, Dealer agrees to provide, in the form requested by Seller and in a timely manner, all applications and information customarily requested by Seller to evaluate the proposed change. While Seller shall not unreasonably withhold its consent to any such change, it is agreed that any successor Dealer Principal, Principal or Executive Manager or Location Manager or similar officer of FAA must possess personal qualifications, expertise, reputation, integrity, experience and ability which are, in the reasonable opinion of Seller, satisfactory. Seller will determine whether, in its reasonable opinion, the proposed change or appointment is likely to result in a successful dealership operation with capable management that will satisfactorily perform Dealer's obligations under this Agreement. Seller shall have no obligation to transact business with any person who is not named as a Dealer Principal or Executive Manager of Dealer hereunder prior to having concluded its evaluation of such person. Upon FAA's request, Seller may, but has no obligation to, transact business with an individual proposed by Dealer and acceptable to Seller during a prolonged incapacity or unavailability of Dealer Principal and Executive Manager. Any successor Dealer Principal or Executive Manager or similar officer of FAA Dealer must meet the following minimum requirements in order to be submitted to Seller for approval: (i) At least three years of experience as a general manager of an automobile dealer in a major metropolitan area or similar position involving all aspects of the day-to-day operations of such an automobile dealership (including, without limitation, new and used vehicle sales, service, parts and administration); and (ii) A demonstrated track record of success in his/her prior automobile dealership activities as measured by the dealerships' performance under his/her management. The dealership(s) shall have consistently demonstrated at least the following: 1. An above average level of sales performance when measured against regional or zone averages and as measured against sales performance objectives established by the manufacturer; and 2. An above average level of customer satisfaction when measured against regional or zone averages for the make; and 3. A history of cooperation and good relations with manufacturer(s) and/or distributor(s).

Changes in Management. In view of the fact that this is a personal --------------------- services Agreement with the Dealer Principal and Executive Manager and in view of its objectives and purposes, Dealer and FAA Smart Cars, Inc., agree that any change in the Dealer Principal or Executive Manager from that specified in the Final Article of this Agreement requires the prior written consent of Seller. Any change to the Executive Manager requires notice to Seller and timely replacement with an Executive Manager acceptable to Seller. In addition, FAA SMCH, Smart Cars, Inc., and Dealer agree that no chief executive officer, or person performing services and having responsibilities similar to a chief executive officer, of FAA Smart Cars, Inc., will be appointed, directly or indirectly, without the prior written consent of Seller. Dealer shall give Seller prior notice of any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA Smart Cars, Inc., and immediate notice of the death or incapacity of any Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager and no appointment of a chief executive or similar officer of FAA Smart Cars, Inc. shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Subject to the foregoing, Dealer and FAA Smart Cars, Inc., shall make their own, independent decisions concerning the hiring and firing of its employees, including, without limitation, the Dealer Principal and Executive Manager. Dealer shall give Seller prior written notice of any proposed change in Dealer Principal, timely notice of any change to -Principal or Executive Manger, Manager and immediate notice of the death or incapacity of Dealer Principal or Executive Manager. No change in Dealer Principal or Executive Manager shall be effective unless and until embodied in an appropriate amendment to this Agreement duly executed and delivered by all of the parties hereto. Dealer acknowledges Seller's right (as set forth herein and in the Standard Provisions) to require consent to any change in the management of DealerDealer and Smart Cars, Inc., and FAA and Dealer agree agrees that a change to the Dealer Principal or substitution of the Executive Manager, without such consent from Seller is without effect upon Sellervoid, of no force and effect, and grounds for termination. FAA SMCH, Smart Cars, Inc., and Dealer further agree that they will not challenge, contest, dispute, or litigate, except as provided by Article Fifteenth (c):: (i) any action taken by Seller (including, without limitation, termination of this Agreement) in response to an attempt to change the management of Dealer without Seller's consent; or (ii) any decision by Seller to withhold consent to a proposed change in management of Dealer; or (iii) any decision by Seller to withhold approval of a proposed management candidate. To enable Seller to evaluate and respond to Dealer concerning any proposed change in Dealer Principal or Executive Manager or the appointment of any chief executive or similar officer of FAA agrees Smart Cars, Inc.; SMCH and Smart Cars, Inc., agree to provide, in the form requested by Seller and in a timely manner, all applications and information customarily requested by Seller to evaluate the proposed change. While Seller shall not unreasonably withhold its consent to any such change, it is agreed that any successor Dealer Principal, Executive Manager or Location Manager chief executive or similar officer of FAA Smart Cars, Inc., must possess personal qualifications, expertise, reputation, integrity, experience and ability which are, in the opinion of Seller, satisfactory. Seller will determine whether, in its opinion, the proposed change or appointment is likely to result in a successful dealership operation with capable management that will satisfactorily perform Dealer's obligations under this Agreement. Seller shall have no obligation to transact business with any person who is not named as a Dealer Principal or Executive Manager of Dealer hereunder prior to having concluded its evaluation of such person. Upon FAA's request, Seller may, but has no obligation to, transact business with an individual proposed by Dealer and acceptable to Seller during a prolonged incapacity or unavailability of Dealer Principal and Executive Manager. Any successor Dealer Principal or Executive Manager and any chief executive or similar officer of FAA Smart Cars, Inc., must meet the following minimum requirements in order to be submitted to Seller for approval: (i) At least three years of experience as a general manager of an automobile dealer in a major metropolitan area or similar position involving all aspects of the day-to-day operations of such an automobile dealership (including, without limitation, new and used vehicle sales, service, parts and administration); and (ii) A demonstrated track record of success in his/her prior automobile dealership activities as measured by the dealerships' performance under his/her management. The dealership(s) shall have consistently demonstrated at least the following: 1. An above average level of sales performance when measured against regional or zone averages and as measured against sales performance objectives established by the manufacturer; and 2. An above average level of customer satisfaction when measured against regional or zone averages for the make; and 3. A history of cooperation and good relations with manufacturer(s) and/or distributor(s).