Common use of Conduct of Business by Seller Clause in Contracts

Conduct of Business by Seller. Pending the Acquisition. Seller and the Stockholders covenant and agree that, from the date of this Agreement until the Closing Date, unless Group 1 shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement: (a) The business of Seller shall be conducted only in, and Seller shall not take any action except in, the ordinary course of business and consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale; (b) Seller shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirements.

Conduct of Business by Seller. Pending During the Acquisition. Seller and the Stockholders covenant and agree that, period from the date of this Agreement and continuing until the Closing Date, unless Group 1 shall otherwise agree in writing Seller agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement or Seller Disclosure Schedule or as required by a Governmental Entity of competent jurisdiction or to the extent that Surviving Company otherwise expressly contemplated by this Agreement:agrees in writing, which consent shall not be unreasonably withheld or delayed): (a) The business of Seller and its Subsidiaries shall be conducted only incarry on their respective businesses in the usual, regular and Seller shall not take any action except in, the ordinary course of business in substantially the same manner as heretofore conducted and consistent in compliance in all material respects with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures all applicable laws and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale;regulations. (b) Seller shall not directly or indirectly do any of the following: (i) issuenot, sell, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed permit any of its Subsidiaries to, (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a violation direct or indirect Subsidiary to its shareholders in accordance with their respective interests, (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of Seller or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities. (c) Seller shall not, and except in the ordinary course of business shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than the issuance of Seller Capital Stock upon the exercise of Stock Options outstanding on the date of this Agreement and in accordance with their present terms). (d) Seller shall not, and shall not permit any of its Subsidiaries, to knowingly take any action that would jeopardize qualification of the Sale and Liquidation as a reorganization within the meaning of Section 6.3(d);368(a) of the Code. (e) Seller shall perform use reasonable efforts to cause its obligations under any contracts officers to furnish such representations to Seller's and agreements the Surviving Company's counsel as may be reasonably requested to which it is a party or enable such counsel to which its assets are subject, except for such obligations as Seller deliver the opinions described in good faith may dispute;Sections 7.2(c) and 7.3(d). (f) Other than acquisitions disclosed on Seller Disclosure Schedule and acquisitions for cash in existing or related lines of business of Seller the fair market value of the total consideration (including the value of Indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such acquisitions in Section 5.2(f) of Seller Disclosure Schedule, Seller shall not, and shall not increase permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the salaryassets of, benefitsor by any other manner, stock optionsany business or any Person or division thereof or otherwise acquire or agree to acquire any assets (other than the acquisition of assets used in the operations of the business of Seller and its Subsidiaries in the ordinary course): provided, bonus that the foregoing shall not prohibit internal reorganizations or other compensation of any officer, director or employee consolidations involving existing Subsidiaries of Seller or its Subsidiariesthe creation of new Subsidiaries of Seller to conduct or continue activities otherwise permitted by this Agreement. (g) Other than (i) internal reorganizations or consolidations involving existing subsidiaries of Seller, and (ii) dispositions referred to in Seller SEC Reports filed prior to the date of this Agreement, except in the ordinary course of business, Seller shall not, and shall not permit any of its Subsidiaries to, sell, lease or encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets (including capital stock of Subsidiaries of Seller) the fair market value of the total consideration (including the value of the Indebtedness acquired or assumed) for which does not exceed the amount specified in the aggregate for all such dispositions in Section 5.2(g) of Seller Disclosure Schedule. (h) Other than in connection with actions permitted by clause (c) above, Seller shall not, and shall not permit any of its Subsidiaries to (i) make any loans, advances or capital contributions to, or investments in, any other Person (other than (x) by Seller or a Subsidiary thereof to or in Seller or a Subsidiary thereof, (y) pursuant to any contract or other legal obligation of Seller or any of its Subsidiaries existing as of the date of this Agreement, or (z) in the ordinary course of business consistent with past practice in an aggregate amount not in excess of the aggregate amount specified in Section 5.2(h) of Seller Disclosure Schedule), or (ii) create, incur, assume or suffer to exist any Indebtedness, issuances of debt securities, guarantees, loans or advances not in existence as of the date of this Agreement except pursuant to the credit facilities, indentures and other arrangements in existence on the date of this Agreement or in the ordinary course of business consistent with past practice; , in each case as such credit facilities, indentures and other arrangements may be amended, extended, modified, refinanced, renewed or refinanced after the date of this Agreement. (i) Seller shall not, and shall not grantpermit its Subsidiaries to, take any action or omit to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that wouldcould reasonably be expected to (i) constitute, or that reasonably could be expected tolikely to result in, result in a breach of any of the representations and warranties set forth in this Agreement becoming untrue Section 3 or any of (ii) have a Material Adverse Effect on Seller's ability to consummate the conditions to the Acquisition set forth in Article VIII not being satisfied;transactions contemplated herein. (hj) Seller shall not, and shall not (i) amend permit its Subsidiaries to, enter into or terminate modify any Plan employment, severance or Benefit Program similar agreements or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreementarrangements with, or (iii) grant any bonuses, salary increases, severance or termination pay to, any officers, directors or employees, or adopt or enter into amend any personnel policybonus, profit sharing, compensation, stock option planoption, collective bargaining agreementpension, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreementretirement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangementtrust, programfund or arrangement for the benefit or welfare of any officer, practice director or understanding (employee other than (A) in the Plans and ordinary course of business or (B) to the Benefit Programs or Agreements);extent required by law. (ik) Seller shall not and shall not permit its Subsidiaries to modify in any material respect any of the Seller Broadcast Contracts and shall consult with the Surviving Company on any material developments or proposed modifications with respect to the Seller Broadcast Contracts. (l) Seller shall not, and shall not permit its Subsidiaries to, implement any material change in accounting principles, practices or methods, other than as may be required by GAAP. (m) Seller shall not, and shall not permit its Subsidiaries to, authorize or enter into any agreement or incur understanding to take any obligation, the terms of which would be violated by the consummation of the transactions contemplated by actions referred to in this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsSection 5.2.

Conduct of Business by Seller. Pending (a) During the Acquisition. Seller period commencing with the execution and the Stockholders covenant and agree that, from the date delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to its terms or the Closing Date, unless Group 1 the Seller, the Company, and each of their respective subsidiaries shall, except to the extent that the other parties shall otherwise agree consent in writing writing, carry on its business, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or as otherwise expressly contemplated by this Agreement: (a) The business of Seller shall be conducted only intaxes, pay or perform other material obligations when due, and Seller shall not take any action except in, the ordinary course of business and use its commercially reasonable efforts consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business practices and policies to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale; (b) Seller shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of preserve intact its present business and consistent with past practice and not relating to the borrowing of money, any Assetsorganization, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current present officers and key employees, employees and (iviii) to preserve the goodwill of those having business its relationships with itcustomers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, the parties will promptly notify each other of any material event involving its business or operations. (vb) to maintain Except as permitted or required by the terms of this Agreement, during the period commencing with the execution and keep its properties in as good a repair delivery of this Agreement and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope continuing until the earlier of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate the termination of this Agreement pursuant to its assets (other than those (d) terms or the Closing Date, Seller shall not make do any of the following, and shall not permit any of its subsidiaries to do any of the following, except to the extent that the other party shall otherwise consent in writing: (i) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; (ii) acquire or agree to make acquire by merging or consolidating with, or by purchasing any single capital expenditure equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, limited liability company, general or limited partnership, business trust, unincorporated association or other business organization, entity or division thereof, or otherwise acquire or agree to acquire all or substantially all of the assets of any of the foregoing, or enter into any purchase commitments joint ventures, strategic partnerships or similar alliances; (iii) incur or enter into any agreement, contract or other commitment or arrangement requiring such party or any of its subsidiaries to make payments in excess of $150,00050,000 in any individual case, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and or $100,000 in the ordinary course of business shall not be deemed a violation of this Section 6.3(d)aggregate; (ev) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller engage in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, or that reasonably could be expected with the intent to, result in any directly or indirectly, adversely impact or materially delay the consummation of the representations and warranties set forth in this Agreement becoming untrue Sale or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement;; or (jvi) Seller shall not directly agree in writing or indirectly use Seller's funds or incur otherwise to take any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoingactions described in Section 6.1(b)(i) through Section 6.1(b)(v) , Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsinclusive.

Conduct of Business by Seller. Pending Except as required or permitted by this Agreement or as disclosed in Section 5.01 of the Acquisition. Seller and Disclosure Schedule, during the Stockholders covenant and agree that, period from the date of this Agreement until the Closing DateEffective Time, unless Group 1 Seller agrees as to itself and its Subsidiaries that (except to the extent that Buyer shall otherwise agree consent in writing or as otherwise expressly contemplated by this Agreement: (awriting) The business of Seller and its Subsidiaries shall be conducted only in, and Seller shall not take any action except in, the ordinary course of business and consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than conduct their respective operations in the ordinary course of business consistent with past practice, and each of Seller and its Subsidiaries will use its reasonable efforts to retail buyers. Seller agrees preserve intact its present business organization, to keep available the services of its present officers and employees and to maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with it. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, neither Seller nor any of its advertising expenditures and activities commensurate with Subsidiaries shall, without the prior business practices. Seller shall not advertise written consent of Buyer (which consent will be given or denied within a "Going Out reasonable time after any request for such consent): (a) amend its Articles of Business" saleOrganization or other charter document or Bylaws; (b) Seller shall not directly or indirectly do any of the following: (i) authorize for issuance, issue, sell, pledgedeliver, dispose pledge or agree or commit to issue, sell, deliver or pledge (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or encumber, (Aotherwise) any capital stock (of any class or any debt or other securities convertible into capital stock) stock or equivalents (including, without limitation, stock appreciation rights), or amend any of Seller or (B) the terms of any of the foregoing, other than in the ordinary course issuance of business and consistent with past practice and not relating to shares of capital stock upon the borrowing exercise of money, any Assets, outstanding options or rights under the Seller Equity Plans; (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iiii) split, combine or reclassify any outstanding shares of its capital stock stock, or authorize or propose the issuance or authorization of Sellerany other securities in respect of, in lieu of or in substitution for shares of its capital stock, or declare, set aside or pay any dividend payable or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, property adopt or approve any Rights Plan, or repurchase, redeem or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock its securities or any securities of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business)its Subsidiaries, or (viii) except make any payment of cash or other property to terminate, cancel or otherwise settle any outstanding Options, other than in the ordinary course case of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts clauses (i) to preserve intact the business organization of Seller, or (ii) to maintain above for the issuance of shares of Seller Common Stock in effect any franchises, authorizations connection with the exercise of options or similar rights of Seller, (iii) to keep available under the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than thoseSeller Equity Plans; (d) Seller shall not make (i) incur or agree to make assume any single capital expenditure long-term Indebtedness or enter into increase any purchase commitments in excess amounts outstanding under long-term credit facilities existing as of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation date of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party Agreement or to which its assets are subjectgrant, except for such obligations as Seller in good faith may dispute; (f) Seller shall not extend or increase the salary, benefits, stock options, bonus amount of a mortgage lien on any leasehold or other compensation of any officer, director or employee fee simple interest of Seller or its Subsidiaries; or, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds practice in the lesser case of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or clauses (ii) $50,000through (vi) below, (ii) incur or assume any short-term debt or increase amounts outstanding under short-term credit facilities existing as of September 30, 1999; (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person, except for obligations of Seller or any Subsidiary of Seller; (iv) make any loans, advances or capital contributions to, or investments in, any other Person; (v) pledge or otherwise encumber shares of capital stock of Seller or any of its Subsidiaries; or (vi) mortgage or pledge any of its assets, tangible or intangible, or create or suffer to exist any lien thereon except as existing on the date of this Agreement or as may be required under agreements outstanding on the date of this Agreement to which Seller or any of its Subsidiaries are parties; (e) except as expressly provided in this Agreement, enter into, adopt or amend in any manner or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance, change-in-control or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan or arrangement as in effect as of the date of this Agreement or enter into any contract, agreement, commitment or arrangement to do any of the foregoing; (f) sell, lease, license, pledge or otherwise dispose of or encumber any material assets except in the ordinary course of business consistent with past practice (including without limitation any indebtedness owed to it or any claims held by it); (g) Seller shall not take except in connection with the Bridgestone Agreement, acquire or agree to acquire by merging or consolidating with or by purchasing any action that wouldportion of the capital stock or assets of, or that reasonably could be expected toby any other manner, result in any of the representations and warranties set forth in this Agreement becoming untrue business or any corporation, partnership, limited liability company, association or other business organization or division thereof, other than in the ordinary course of the conditions to the Acquisition set forth in Article VIII not being satisfiedbusiness consistent with past practice; (h) Seller shall not (i) amend change any of the accounting principles or terminate any Plan practices used by it affecting its assets, liabilities or Benefit Program or Agreement business, except as may be for such changes required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements)a change in generally accepted accounting principles; (i) pay, discharge or satisfy any claims, liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise), other than the payment, discharge or satisfaction of liabilities (i) in the ordinary course of business consistent with past practices, (ii) with notice to Buyer, in an amount which does not exceed $25,000 in the aggregate, (iii) incurred pursuant to the terms of the Xxxxxxxxxxx Engagement Letter in an amount not to exceed $1,250,000 plus expenses, or (iv) incurred in connection with the transactions contemplated hereby, not to exceed the amounts described in Section 5.01(i) of the Seller shall not Disclosure Schedule; (j) except as required by their terms, enter into, terminate or breach (or take or fail to take any action, that, with or without notice or lapse of time or both, would become a breach) or materially amend any contract which is or would be a Material Agreement; (k) without prior consultation with Buyer (in addition to the consent requirement described above) commence any litigation or arbitration other than in accordance with past practice or settle any litigation or arbitration for money damages or other relief against Seller or any Subsidiary in excess of $50,000 or if as part of such settlement Seller or any Subsidiary would agree to any restrictions on its operations; (l) grant any license with respect to or otherwise convey any Seller Intellectual Property or take any action or fail to take any action which would cause the representations and warranties of Seller set forth in Section 3.17 hereof to become untrue in any respect; (m) elect or appoint any new directors or officers of Seller or any Subsidiary; (n) waive, release or amend its rights under any confidentiality, "standstill" or similar agreement that Seller entered into in connection with its consideration of a potential strategic transaction; provided, however, that Seller may waive, release or amend its rights under any such confidentiality, "standstill" or similar agreement if Seller's Board determines, based on the advice of independent legal counsel that failure to do so would be reasonably likely to constitute a breach of its fiduciary duties to Seller's stockholders under applicable law; (o) make or change any election, request permission of any Tax authority or to change any accounting method, file any amended Tax return, enter into any agreement closing agreement, settle any Tax claim or incur assessment relating to Seller or its Subsidiaries, surrender any obligationright to claim a refund of Taxes, or consent to any extension or waiver of the terms of limitation period applicable to any Tax claim or assessment relating to Seller or its Subsidiaries; or (p) settle or comprise any pending or threatened suit, action or claim which would be violated by the consummation is material or which relates to any of the transactions contemplated by this Agreement; (jq) Seller shall not directly or indirectly use Seller's funds or incur take any Assumed Liability action that would reasonably be expected to result in connection with (i) any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds representations and Assumed Liabilities will be used warranties of Seller set forth in this Agreement becoming untrue or incurred, as the case may be, solely for the benefit (ii) any of the Acquired Dealership; andOffer Conditions not being satisfied; (kr) Notwithstanding anything to the contraryamend, no dividends modify or other form of distribution to the Stockholders shall be made after the date otherwise change any of the Interim Balance Sheet which will cause Seller terms and conditions set forth in the Bridgestone Agreement; or (s) take, or agree in writing or otherwise to be take, (i) any of the actions described in violation of manufacturer working capital or equity guidelines or requirementsSections 5.01(a) through 5.01(r).

Conduct of Business by Seller. Pending the Acquisition. Seller covenants and the Stockholders covenant and agree agrees with Buyer ----------------------------- that, from between the date of this Agreement until and the Closing Date, unless Group 1 shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement: (a) The Seller will conduct its business of Seller shall be conducted diligently, only in, and Seller shall not take any action except in, the ordinary course of business and consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" salesubstantially in the same manner as heretofore; (b) Without the prior written approval of Buyer, no increase in the compensation payable or to become payable by Seller shall not directly to any Employee or indirectly do any of the following: (i) issue, sell, pledge, dispose of agent or encumber, (A) any capital stock (or securities convertible into capital stock) consultant of Seller will be announced or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b)instituted; (c) No contract or commitment, or series of related contracts or commitments, will be entered into by or on behalf of Seller shall use its best efforts relating to the Assets or Seller's business without the prior written approval of Buyer, unless such contract or commitment, or series of related contracts or commitments, involves an aggregate expenditure or liability of less than Fifty Thousand Dollars (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those$50,000.00); (d) No contract or commitment, or series of related contracts or commitments, will be entered into by or on behalf of Seller shall not make or agree relating to make any single capital expenditure or enter into any purchase commitments in excess the Assumed Contracts without the prior written approval of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d)Buyer; (e) Seller will use its best efforts to preserve intact the Assets, the Assumed Contracts and Seller's existing relationships with its suppliers, customers and Employees and others having business relationships with Seller, provided that Seller shall perform its obligations under not be authorized (without the prior written consent of Buyer) to make any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may disputecommitment on behalf of Buyer; (f) Seller shall will not increase create or permit to become effective any Encumbrance upon the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individualAssets without Buyer's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000prior written approval; (g) Seller shall not take any action that wouldwill maintain insurance with reputable insurance companies on the Assets and its business, or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions providing coverage at least equal to the Acquisition set forth in Article VIII not being satisfiedcoverage carried on the date hereof; (h) Seller shall not (i) amend make any material change in the accounting procedures and practices or terminate any Plan or Benefit Program or Agreement except as may be required by applicable lawcredit criteria utilized in connection with Seller from those in effect at March 31, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements)1996; (i) Seller shall promptly advise Buyer in writing of the commencement or threat against Seller of any Litigation, whether or not enter into any agreement covered by insurance, arising out of, relating to or incur any obligationotherwise affecting the Assets, the terms of which would be violated by the consummation of the transactions contemplated by this AgreementAssumed Contracts or Seller; (j) Seller shall not directly obtain and deliver to Buyer all consents, authorizations and approvals (including all those set forth on Schedule 5.4(b) --------------- and Schedule 5.14 hereto), shall make all registrations and filings and shall ------------- give all notices, necessary or indirectly use appropriate for the execution, delivery and performance of this Agreement and the transactions contemplated herein; (k) Seller shall promptly remit to Buyer any mail or other communications, including any oral or written inquiries, relating to the Assets or Assumed Contracts which are received by Seller, including all inquiries, orders and requests for proposals for products included within the Assets and/or maintenance, training, consulting and/or other services with respect thereto; (l) Seller shall immediately notify Buyer of the occurrence of any event that has a material adverse effect, or might reasonably be expected to have a materially adverse effect, on or to the Assets, the Assumed Contracts or Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealershipbusiness; and (km) Notwithstanding anything Seller shall use its best efforts to fulfill or cause the contraryfulfillment, no dividends or other form as soon as practicable, of distribution to all the Stockholders shall be made after the date conditions set forth in Section 11.1 and of the Interim Balance Sheet which will cause Seller to be all of Seller's obligations set forth in violation of manufacturer working capital or equity guidelines or requirementsSection 4.2.

Conduct of Business by Seller. Pending the AcquisitionClosing. Seller and the Stockholders covenant and agree thatExcept as otherwise expressly contemplated hereby, from after the date hereof and prior to the Closing or earlier termination of this Agreement until the Closing DateAgreement, unless Group 1 Purchaser shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement, Seller shall: (a) The conduct its business of Seller shall be conducted only in, and Seller shall not take any action except in, in the ordinary and usual course of business and consistent with past practice. In connection therewithpractice as previously disclosed to Purchaser; (b) use its best efforts to: preserve intact its business organization and goodwill, keep available the parties agree services of its present officers and key employees, and preserve the goodwill and business relationships with suppliers, distributors, customers, employees and others having business relationships with Seller; (c) confer on a regular and frequent basis with one or more representatives of Purchaser to discuss operational matters of materiality and the general status of ongoing operations of Seller, provided that Seller may dealer trade vehicles for similar modelsneed not follow any course of action requested by Purchaser; (d) promptly notify Purchaser of any significant changes in the business, but Seller shall properties, assets, condition (financial or other) or results of operations of Seller; (e) not liquidate directly or indirectly, (i) sell, lease, encumber or otherwise dispose transfer any Assets or stock of Seller, (including, any of its new vehicles merger, consolidation or similar transactions) other than sales of nonmaterial amounts of inventory in the ordinary course of business ("Prohibited Transactions"), (ii) enter into or negotiate any agreement with respect to retail buyers. Seller agrees any Prohibited Transaction, (iii) submit to maintain its advertising expenditures and activities commensurate any other person or entity any offer or proposal for, or provide any information useful for, or relating to, any Prohibited Transaction, (iv) solicit or encourage any offer from any third party for any Prohibited Transaction, (v) otherwise participate in discussions or take any other action that is designed to promote any Prohibited Transaction or (vi) take any other action that is inconsistent with prior business practices. Seller shall not advertise a "Going Out good faith attempt to fulfill the purposes of Business" salethis Agreement; (bf) not enter into any material contract, agreement or lease; (g) not increase the salary or other compensation of any employee of Seller shall or enter into or amend any employment, noncompetition, severance, bonus, special pay arrangement with respect to termination of employment or other similar arrangements or agreements other than pursuant to normal annual reviews consistent with past practice of Seller as previously disclosed to Purchaser; (h) not directly adopt, enter into or indirectly do amend any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of the following: any employee or retiree of Seller, except (i) issue, sell, pledge, dispose of or encumber, as required to comply with changes in applicable law occurring after the date hereof and (Aii) any capital stock (or securities convertible into capital stock) of Seller or (B) with respect to all plans other than in the ordinary course of business and consistent with past practice as previously disclosed to Purchaser; (i) maintain and not relating pay premiums for all insurance policies in effect on the date of this Agreement until the Closing and at the option of the Purchaser for a period of thirty (30) days following the Closing, provided Purchaser pays all post-closing premiums. (j) use reasonable efforts to the borrowing of money, obtain any Assets, (ii) amend consent or propose approval required to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire assign any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect contracts and agreements being assigned to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b)Purchaser hereunder; (ck) Seller shall use its best efforts (i) not take any action that a reasonable person would have reason to preserve intact believe may harm the good will or reputation of the business organization purchased from Seller by Purchaser or relationship with customers, suppliers or employees of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (el) Seller shall perform its obligations under take all reasonable actions requested by Purchaser, but not including the expenditure of any contracts and agreements money, to which it is a party extend the term of any contract or agreement being assigned to which its assets are subject, except for such obligations as Seller in good faith may disputePurchaser hereunder; (fm) Seller shall not increase the salary, benefits, stock options, bonus or other compensation disclose any of any officer, director or employee of Seller or its Subsidiariestrade secrets to others, except in the ordinary course of business its business, consistent with past practice; practice as previously disclosed to Seller, and shall not grant, cooperate with Purchaser to any individual, severance or termination pay that exceeds the lesser protect against further use of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000trade secrets by others; (gn) Seller shall not take any action that would, or that reasonably could be expected to, result in any maintain normal levels of the representations inventory and warranties set forth in this Agreement becoming untrue or any conduct normal levels of the conditions equipment maintenance consistent with past practice as previously disclosed to the Acquisition set forth in Article VIII not being satisfiedPurchaser; (ho) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except accelerate collection of account receivables faster than past practice as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements)previously disclosed to Purchaser; (ip) Seller shall not enter into any agreement or incur any obligationpay all trade payables, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; employment withholding, social security, workmen's compensation, sales and other taxes, pension plan, 401 (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection k), health and other contributions, and other obligations as and when due consistent with any Excluded Asset or past practice as previously disclosed to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired DealershipPurchaser; and (kq) Notwithstanding anything not agree orally or in writing, or otherwise, to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date take any of the Interim Balance Sheet foregoing actions or any other action which will cause Seller to be would make any representation or warranty contained in violation Article VI untrue or incorrect in any material respect as of manufacturer working capital or equity guidelines or requirementsthe time of the Closing.

Conduct of Business by Seller. Pending the AcquisitionClosing. Except as provided in Schedule 6.1, Seller and the Stockholders Shareholders, jointly and severally, covenant and agree that, from except as otherwise expressly required or permitted by the terms of this Agreement, between the date of this Agreement until and the Closing DateClosing, unless Group 1 shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement: (a) The the business of Seller shall be conducted only in, and Seller shall not take any action except in, the ordinary course of business and consistent with past practice. In connection therewithSeller and the Shareholders shall use its or their reasonable best efforts to preserve intact Seller"s business organizations, to keep available the parties agree that Seller may dealer trade vehicles for similar modelsservices of its current officers, but employees and consultants, and to preserve its present relationships with customers, suppliers and other Persons with which it has business relations. By way of amplification and not limitation, Seller shall not liquidate not, except as expressly required or permitted by the terms of this Agreement between the date of this Agreement and the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of Purchaser: (a) amend or otherwise dispose of any of change its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" saleCharter Documents; (b) Seller shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or of, encumber, (A) any capital stock (or securities convertible into capital stock) authorize the issuance, sale, pledge, disposition, grant or encumbrance of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Sellerits assets, (v) create, incur, assume, guarantee tangible or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiariesintangible, except in the ordinary course of business consistent with past practice; and shall not grantor any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any individualof its capital stock or other securities; (d) sell, lease or transfer any of its properties or assets (other than in the ordinary course of business consistent with past practice), or acquire (including, without limitation, for cash or shares of stock, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets; or make any investment either by purchase of stock or securities, contributions of capital or property transfer, or purchase any property or assets of any other Person (except in the ordinary course of business consistent with past practice); make or obligate itself to make capital expenditures out of the ordinary course of business consistent with past practice; other than in the ordinary course of business consistent with past practice, incur any obligations or liabilities including, without limitation, any indebtedness for borrowed money, issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances, modify, terminate, amend or enter into any Contract other than as expressly required or permitted herein or in the ordinary course of business consistent with past practice, or impose any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (e) pay any bonus to its officers or employees, or increase the compensation payable or to become payable to its officers or employees or, except as presently bound to do, grant any severance or termination pay that exceeds the lesser to, or enter into any employment or severance agreement with, any of (i) such individual's compensation its directors, officers or employees, or establish, adopt, enter into or amend or take any action to accelerate any rights or benefits which any collective bargaining, bonus, profit sharing trust, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the calendar month immediately preceding such individual's grant benefit of severance any directors, officers or termination pay, employees; (f) take any action with respect to accounting policies or (ii) $50,000procedures other than in the ordinary course of business and in a manner consistent with past practices; (g) Seller shall not take pay, discharge or satisfy any action that wouldexisting claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of due and payable liabilities reflected or reserved against in the Financial Statements, as appropriate, or that reasonably could be expected toliabilities incurred after the date thereof in the ordinary course of business and consistent with past practice or delay paying any amount payable beyond forty-five (45) days following the date on which it is due, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions except to the Acquisition set forth extent being contested in Article VIII not being satisfiedgood faith; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan transaction or arrangement, incentive award plan agreement with any of the Sellers or arrangement, vacation policy, severance pay plan, policy an Affiliate thereof except for such transactions or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements);agreements expressly permitted herein; or (i) Seller shall not enter into agree, in writing or otherwise, to take or authorize any agreement of the foregoing actions or incur any obligation, the terms of action which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly make any representation or indirectly use Seller's funds warranty in Article 5 untrue or incur incorrect in any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsrespect.

Conduct of Business by Seller. Pending Prior to the Acquisition. Seller Closing, and the Stockholders covenant and agree that, from the date of this Agreement until the Closing Date, unless Group 1 shall otherwise agree in writing or except as otherwise expressly contemplated by this Agreement, set forth in Section 6.2 of the Disclosure Schedule or consented to or approved by Parent, each of the Seller Agreement Parties covenant and agrees that it shall cause each Seller Entity to, operate its business in the ordinary course of business and use commercially reasonable efforts to preserve the properties, business, operations (including officers and employees), goodwill and relationships with suppliers and customers of its business and shall not undertake any of the following: (a) The amend the organizational documents of any Seller Entity; (b) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a merger, consolidation, restructuring, recapitalization or other reorganization; (c) sell, transfer or otherwise dispose of its material tangible personal or real assets, except, in the ordinary course of business consistent with past practice, or create any Encumbrance on any of Seller shall be conducted only inits material assets, except for Permitted Encumbrances and Seller shall not take in excess of $100,000 for any action except intransaction or series of related transactions; (d) acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any Person or business or division thereof or (ii) any material assets, except, with respect to this clause (ii), (A) purchases of inventory or supplies in the ordinary course of business consistent with past practice or (B) other purchases of assets in the ordinary course of business consistent with past practice and not in excess of $100,000 for any purchase or series of related purchases; (e) create, incur, assume, modify, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness other than Indebtedness not in excess of $50,000 and incurred in the ordinary course of business and consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale; (bf) Seller shall not directly or indirectly do place any Encumbrance on any of the following: properties of any Seller Entity, other than Permitted Encumbrances; (g) issue, sell or create any Encumbrance on, (i) issuethe Existing Seller Units, sell, pledge, dispose of any membership interests or encumber, other equity securities or (Aii) any capital stock (or securities convertible into into, or options with respect to, or warrants to purchase or rights to subscribe for, any membership interests or other equity securities; (h) split, combine, recapitalize or reclassify the Existing Seller Units or declare, pay or set aside any distribution or other dividend (whether in cash, equity, or property or any combination thereof) in respect of the Existing Seller Units; (i) make any loans, advances or capital stock) of Seller contributions to, or (B) investments in, any other than Person, except in the ordinary course of business and consistent with past practice and not relating exceeding $10,000 individually and $50,000 in the aggregate. (j) lease or sublease any real or personal property to third parties or amend any of the Leases of the Seller Entities; (k) except as required pursuant to Contracts existing and in force prior to the borrowing date of moneythis Agreement described in Section 4.12 or Section 4.23 of the Disclosure Schedule or as otherwise required by applicable Law, (i) grant any increase in the salaries, benefits or other compensation payable or to become payable to, or any advance or loan to, any Assetsexecutive officer or employee, (ii) enter into, terminate, adopt or amend in any material respect any Benefit Plan or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Sellercollective bargaining agreement, (iii) split, combine make any award or reclassify grant under any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstandingBenefit Plan, (iv) redeem, purchase hire any new employee or acquire or offer to acquire any of the capital stock of Seller, (v) createfail to make contributions to Benefit Plans in accordance with past practice; (l) waive, incurrelease, assumeassign, guarantee settle or otherwise become liable compromise any Legal Proceeding; (m) make any new commitment or obligated with respect increase any commitment for capital expenditures or engage in any new lines of business; (n) except for any transaction, Contract or commitment which is merely an extension or continuation of any existing transaction, Contract or commitment, enter into any transaction, Contract or commitment that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act, as if the Securities Act was applicable to Seller; (o) enter into any indebtedness for borrowed money (other than floor plan indebtedness incurred in material transaction, Contract or commitment outside the ordinary course of business), amend, modify, assign, terminate or fail to renew any Contract with the customers and suppliers listed in Section 4.24, waive or permit the loss of any Permit or right of substantial value or cancel any material debt or claim; (vip) except in the ordinary course of business and consistent with past practiceamend, enter into any contractmodify, agreement, commitment assign or arrangement with respect to terminate any of the matters set forth in this Section 6.3(b)employment contracts with the Key Employees attached as Exhibit A hereto; (cq) sell, assign, transfer, license or convey any rights under, or abandon, permit to be cancelled or otherwise dedicate to the public any material Intellectual Property owned by any Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d)Entity; (er) Seller shall perform change or modify its obligations under any contracts and agreements credit, collection or payment policies or procedures as in effect on the date hereof in a manner materially adverse to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may disputebusiness; (fs) Seller shall not increase the salary, benefits, stock options, bonus or other compensation fail to maintain its books of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business account and records consistent with its past practice; practices and shall not grantexcept as required by Law or applicable accounting principles (including GAAP), to any individualchange its accounting principles, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination paymethods, or (ii) $50,000policies and procedures; (gt) Seller shall not take any action that would, or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable lawLaw, (ii) increase including as a result of a change in Law, make or accelerate change any material election with respect to Taxes, change any Tax accounting period, change any method of Tax accounting, file any amendment to any Tax Return, fail to file any Tax Return due on or prior to the payment or vesting Closing Date when due, enter into a closing agreement with any taxing authority, surrender any right to claim a refund for Taxes, consent to an extension of the amounts payable under statute of limitations applicable to any Plan Tax claim or Benefit Program or Agreementassessment, or take any other similar action; (iiiu) adopt take or allow any action that would result in a termination of or change in classification for U.S. federal income tax purposes of any Seller Entity; (v) enter into any personnel policyContract with respect to, stock option planor otherwise agree or commit to, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirements.

Conduct of Business by Seller. Pending During the Acquisition. Seller and the Stockholders covenant and agree that, period from the date of this Agreement until to the Closing Date, unless Group 1 shall otherwise agree except (i) as set forth in writing or Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the Pre-Closing Restructuring Transactions, (iii) as otherwise contemplated in connection with or expressly contemplated permitted by this Agreement: , (aiv) The business of Seller as Buyer shall otherwise consent in writing (such consent not to be conducted only inunreasonably withheld, conditioned or delayed), and (v) as required by Law or the terms of any Contract, Seller shall not take any action except inagrees that it will, and will cause each of the Transferred FH Companies and their Closing Subsidiaries and the FH Asset Sellers and FH Affiliates (in respect of the FH Business) to, (x) conduct the FH Business in all material respects in the ordinary course of business and consistent with past practice. In connection therewith, and (y) use commercially reasonable efforts to maintain and preserve the parties agree FH Business and its organization intact, retain its present officers and employees and maintain and preserve its relationships with its suppliers, vendors, customers, licensors, licensees, distributors, regulatory authorities and others having business relations with it (provided that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of be obligated to pay any of its new vehicles other than compensation beyond compensation paid in the ordinary course of business to retail buyersretain such individuals). During the period from the date of this Agreement to the Closing Date, except (i) as set forth in Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the Pre-Closing Restructuring Transactions, (iii) as contemplated by this Agreement, (iv) as Buyer shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) and (v) as required by Law or the terms of any Contract disclosed in the Seller’s Disclosure Letter or that is not required to be disclosed in the Seller’s Disclosure Letter, Seller covenants and agrees that it shall not, and it shall cause the Transferred FH Companies, any of their Closing Subsidiaries and the FH Asset Sellers and the FH Affiliates, in each case solely with respect to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall the FH Business, not advertise a "Going Out to take any of Business" salethe following actions: (a) amend the charter, bylaws or similar organizational documents of any of the Transferred FH Companies or their Closing Subsidiaries; (b) Seller shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth Transferred FH Companies or their Closing Subsidiaries, issue or agree to issue any additional shares of capital stock, or issue or agree to issue any other equity interests or securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, shares of capital stock of any of the Transferred FH Companies or any of their Closing Subsidiaries, or sell, transfer or otherwise dispose of or encumber any shares of capital stock of any of the Transferred FH Companies or their Closing Subsidiaries, except in this Section 6.3(b)each case for any issuance, sale, transfer or disposition to a Transferred FH Company or a Wholly Owned Subsidiary of a Transferred FH Company; (c) Seller shall use with respect to any of the Transferred FH Companies or their Closing Subsidiaries, declare, set aside, or pay any dividend or other distribution payable in cash, stock or property (other than Excluded Assets) with respect to its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations capital stock or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently existsother equity interests therein, except for deterioration due any dividend or distribution of the capital stock of any of the Transferred FH Companies or their Closing Subsidiaries to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope any of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than thosethe Transferred FH Companies or their Closing Subsidiaries; (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments expenditures in excess of $150,000100,000 individually, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and or $1,000,000 in the ordinary course of business shall not be deemed a violation aggregate, other than in accordance with capital expenditures approved by the Seller prior to the date of this Agreement and attached to Section 6.3(d)5.1(d) of the Seller’s Disclosure Letter; (e) Seller shall perform its obligations adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may disputelocal Law; (f) Seller shall not increase (i) permit any Transferred FH Company or Closing Subsidiary to incur any obligations under any letter of credit or similar obligation with Liability to the salaryapplicable Transferred FH Company or Closing Subsidiary in excess of $150,000 individually or $500,000 in the aggregate, benefitsor (ii) except as required by Law or contractual obligations, stock optionspermit any of the Transferred FH Companies or any of their Closing Subsidiaries or any FH Affiliate in respect of the FH Business to issue any note, bonus bond, or other compensation debt security, or create, incur, assume or guarantee any other material Indebtedness not discharged in full at or prior to the Closing, in each case of any officerthis clause (ii), director or employee of Seller or its Subsidiaries, except other than in the ordinary course of business consistent with past practice; , and shall not grantother than intercompany loans or advances; (g) sell or otherwise dispose of, to or incur, create or assume any individualEncumbrance (other than Permitted Encumbrances) with respect to, severance or termination pay that exceeds any assets of the lesser of FH Business, other than (i) pursuant to transactions where the fair market value of the assets transferred in connection with such individual's transactions would not exceed $100,000 individually or $1,000,000 in the aggregate and (ii) sales of inventory in the ordinary course of business consistent with past practice; (h) change in any material respect any financial accounting method used by it relating to the FH Business, unless required by GAAP or applicable Law; (i) except as otherwise required by any Employee Benefit Plan or CBA existing on the date of this Agreement and listed in Section 3.11(a) or Section 3.12(a) of the Seller’s Disclosure Letter or applicable Law, (1) grant any increase in the compensation for of, or pay or grant any bonus to, any Employee other than, in each case, increases or grants to Employees with an annual base salary of less than $200,000 in the calendar month immediately preceding such individual's ordinary course of business consistent with past practice, (2) grant of or pay any severance or termination paychange in control pay to any Employee, (3) accelerate the time of payment or vesting of any compensation or benefit payable to an Employee, (4) enter into, amend or terminate any Transferred Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a Transferred Benefit Plan if it had been in effect on the date of this Agreement other than, in each case, amendments made in the ordinary course of business not resulting in a material increase in liability to the Buyer or any Transferred FH Company or Closing Subsidiary, (5) terminate the employment of any Employee (other than for cause, including for performance-related reasons), (6) hire any Employee or any other individual who would qualify as an Employee if employed as of the date hereof (other than (i) persons hired in the ordinary course of business, at will (where applicable), and with no more severance or retention protections than provided by applicable Law, or (ii) persons hired in the ordinary course of business with an annual base salary of less than $50,000; 200,000), (g7) Seller shall not take any action that would, to fund or that reasonably could be expected to, result in any other way secure the payment of the representations and warranties set forth in this Agreement becoming untrue compensation or benefits under any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Employee Benefit Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or compensatory arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than contributions or funding due in the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms ordinary course of which would be violated by the consummation business irrespective of the transactions contemplated by this Agreement, (8) cause or permit any individual employed by a Transferred FH Company or Closing Subsidiary to become a Seller Transferred Employee or cause or permit any Seller Transferred Employee or other employee of Seller and its Affiliates who is not then an Employee to become an Employee (in each case except for (i) the permitted transfer of individuals set forth in Section 5.1 of the Seller’s Disclosure Letter, or (ii) transfers required by applicable Law or a CBA); (j) acquire any Person or business for total consideration in excess of $1,000,000 (other than purchases of goods and services in the ordinary course of business); (k) enter into any Contract that is (or, if entered into prior to the date hereof, would constitute) a Material Contract or materially amend, modify or waive any material right under any such Contract, other than in the ordinary course of business in a manner that would not reasonably be expected to adversely affect the FH Business, taken as a whole; (l) settle any claim or litigation that would impose a material ongoing Liability on a Transferred FH Company or its Closing Subsidiaries; (m) open or close any facility or office that is material to the FH Business, taken as a whole; (n) except as would not reasonably be expected to materially affect the Tax liability of the Transferred FH Companies or their Closing Subsidiaries (or, following the Closing, Buyer or any of its Affiliates in a Post-Closing Tax Period, with respect to any of the Transferred FH Companies or their Closing Subsidiaries), (i) make or change any material Tax election, (ii) change an annual accounting period, (iii) file any material amended Tax Return, (iv) enter into any closing agreement, (v) waive or extend any statute of limitations with respect to Taxes, (vi) settle or compromise any Tax liability, claim or assessment, or (vii) surrender any right to claim a refund of Taxes, in each case other than as related to Taxes paid on an affiliated, consolidated, combined or unitary basis with Seller shall not directly or indirectly use any of its Subsidiaries that are neither Transferred FH Companies nor Closing Subsidiaries; (o) merge or consolidate with or into another Person; or (p) agree to take any of the actions described in this Section 5.1. Notwithstanding any provision herein to the contrary, prior to the Closing, without the consent of Buyer, each of Seller's funds , the FH Share Sellers, the FH Affiliates and the Transferred FH Companies and their Closing Subsidiaries will be permitted to (i) declare and pay dividends and distributions of, or incur otherwise transfer or advance, to Seller or any Assumed Liability Subsidiary thereof, (x) any Excluded Assets (including in connection with any Excluded Asset “cash sweep”, cash management practices, and intercompany borrowings consistent with past practices), (y) any other Assets which are not contemplated to be owned or held by Buyer or a Transferred FH Company or a Closing Subsidiary of a Transferred FH Company pursuant to reduce the Transaction Documents and (z) copies of any liability that is not an Assumed Liability. Without limiting the generality Seller Books and Records, (ii) make any payments under, repay (in part or in full), or otherwise extinguish or cause to be extinguished any Indebtedness or other balances owing by any Transferred FH Company or a Closing Subsidiary of the foregoinga Transferred FH Company (in each case whether intercompany or otherwise), Seller's funds and Assumed Liabilities will be used or incurredincluding, as the case may be, solely for the benefit avoidance of the Acquired Dealership; and (k) Notwithstanding anything doubt, by making or causing to the contrary, no dividends or other form of distribution to the Stockholders shall be made after capital contributions or similar transactions to enable such Transferred FH Company or such Closing Subsidiary to repay or otherwise extinguish such amounts and (iii) take any action contemplated pursuant to Section 5.15, including any action with respect to or implementing the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsPre-Closing Restructuring Transactions.

Conduct of Business by Seller. Pending Without the Acquisition. prior written Consent of Buyer, not to be unreasonably withheld, conditioned or delayed, Seller and the Stockholders covenant and agree that, from the date of this Agreement until the Closing Date, unless Group 1 shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement: not (a) The business of Seller shall be conducted only in, and Seller shall not take any action except in, conduct the ordinary course of business and consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles Business other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures business, in accordance with Applicable Requirements in all material respects and activities commensurate in accordance with prior business practices. Seller shall not advertise a "Going Out the terms and conditions of Business" sale; the Assumed Contracts; (b) Seller shall not directly except as may be required by Law or indirectly do any contractual commitments in existence on the date of the following: (i) issuethis Agreement, sell, pledge, dispose all of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters which are set forth in this Section 6.3(b); 6.1(b) of the Disclosure Schedule, modify the compensation or benefits payable or to become payable to Seller Employees; (c) Seller shall use its best efforts (i) take, or cause to preserve intact be taken, any action that would interfere with the business organization consummation of Seller, (ii) to maintain in effect any franchises, authorizations the Transactions or similar rights delay the consummation of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those Transactions; (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, is intended or that is reasonably could be expected to, likely to result in (i) any of the its representations and warranties set forth in this Agreement becoming being untrue at any time at or prior to the Closing or (ii) any of the Closing conditions to the Acquisition set forth in Article VIII herein not being satisfied; ; (e) sell, transfer, convey or encumber any Acquired Asset; it being agreed, however, that subject to Sections 6.1(c) and (d), Seller may sell, transfer and convey any asset that is not an Acquired Asset, including any mortgage servicing rights and servicing advances and any loans (other than Seller Pipeline Loans); (f) terminate or materially amend any Assumed Contract; (g) apply for, consent to, or acquiesce in the appointment of a trustee, receiver or other custodian for itself or any property thereof, or make a general assignment for the benefit of creditors, or, in the absence of such application, Consent or acquiescence, take any action to authorize, or in furtherance of, consenting to a trustee, receiver or other custodian being appointed for it or any property thereof, or commence any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency Law, or any dissolution or liquidation proceeding; or (h) Seller shall not (i) amend authorize or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur otherwise make any obligation, the terms of which would be violated by the consummation commitment to do any of the transactions contemplated by this Agreement; foregoing. Until the Closing, Seller shall (ji) preserve its business organization, (ii) maintain its Licenses and insurance related to the Business, (iii) use its commercially reasonable efforts to preserve its current relationships with business partners and other Persons with which it has business relations related to the Business, (iv) use its commercially reasonable efforts to keep available the present services of its Seller Employees, (v) maintain its books and records consistent with past practice and (vi) lock rates on Seller Pipeline Loans in the ordinary course of business at profit margins consistent with the ordinary course of business; provided, that the foregoing shall not preclude Seller from selling any Excluded Assets; provided further, that Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with sell any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything Assets to the contrary, no dividends or other form of distribution extent doing so would impair the ability to close the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsTransactions.

Conduct of Business by Seller. Pending the Acquisition. Seller and the Stockholders covenant and agree that, from From the date of this Agreement until hereof through the Closing DateClosing, unless Group 1 shall except as disclosed on Schedule 5.4 hereto or otherwise agree in writing or as otherwise expressly contemplated by this Agreement, and, except as consented to or approved by THEH in writing, Seller covenants and agrees that: (a) The each of the Company and the Subsidiaries shall operate its business of Seller shall be conducted only in, and Seller shall not take any action except in, the ordinary course of business and consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary and usual course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate in accordance with prior business past practices. Seller shall not advertise a "Going Out of Business" sale; (b) Seller neither the Company nor any Subsidiary shall not directly issue or indirectly do any of the following: sell (i) issue, sell, pledge, dispose any shares of its capital stock or encumber, (Aii) any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any shares of its capital stock (or securities convertible into make any change in its issued and outstanding capital stock or redeem, purchase or otherwise acquire any of its capital stock; (c) neither the Company nor any Subsidiary shall (i) increase in any manner the compensation of, or enter into any new bonus or incentive agreement or arrangement with, any of Seller its directors, officers or (B) other employees other than increases in compensation in the ordinary course of business and consistent with past practice and which are not relating to material in the borrowing of money, any Assets, aggregate; (ii) amend pay or propose agree to amend the articles of incorporation or bylaws (pay any pension, retirement allowance or other organizational documents) employee benefit to any director, officer or employee, whether past or present, other than as required by applicable law, contracts or plan documents in effect on the date of Seller, this Agreement; (iii) splitenter into any new employment, combine or reclassify any outstanding capital stock of Sellerseverance, consulting, or declareother compensation agreement with any director, set aside officer or pay any dividend payable in cash, stock, property employee or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other person other than floor plan indebtedness incurred in connection with any new hires or promotions in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment ; or arrangement with respect (iv) commit itself to any additional pension, profit-sharing, deferred compensation, group insurance, severance pay, retirement or other employee benefit plan, fund or similar arrangement or adopt or amend or commit itself to adopt or amend any of such plans, funds or similar arrangements in existence on the matters set forth in this Section 6.3(b)date hereof; (cd) Seller neither the Company nor any Subsidiary shall use its best efforts (i) to preserve intact the business organization amend its articles of Sellerincorporation, bylaws or similar instruments, (ii) declare any dividend or make any distribution with respect to maintain in effect any franchises, authorizations or similar rights of Sellerits capital stock, (iii) to keep available the services of its current officers and key employeesassume, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except incur or guarantee any obligation for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (borrowed money other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except trade payables in the ordinary course of business consistent with past practice; and , (iv) cancel or compromise, except for compromises of current or former short-term trade receivables or other current assets in the ordinary course of business consistent with past practice, any debts owed to it, or (v) waive or release any rights of material value; (e) neither the Company nor any Subsidiary shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for sell, transfer, lease or otherwise dispose of any of its assets other than inventory, accounts receivable or fixtures in the calendar month immediately preceding such individual's grant ordinary course of severance or termination paybusiness consistent with prior practice, or (ii) $50,000create or permit to exist any new security interest, lien or encumbrance on any of its properties or assets, other than Permitted Exceptions, (iii) enter into any joint venture, partnership or other similar arrangement, (iv) make any investment in or purchase any securities of any Person other than in connection with (A) the cash management activities of the Company and the Subsidiaries in the ordinary course of business consistent with past practice or (B) the formation of a wholly owned subsidiary or (v) purchase any assets of any Person other than in the ordinary course of business consistent with past practice; (f) neither the Company nor any Subsidiary shall permit a change in its methods of maintaining its books, accounts or business records or, except as required by GAAP (in which event prior notice shall be given to THEH), change any of its accounting principles or the methods by which such principles are applied for tax or financial reporting purposes; (g) Seller the Company and the Subsidiaries together shall incur capital expenditures only in the ordinary course of business consistent with prior practice and not take any action that would, or that reasonably could be expected to, result in any excess of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions capital budget provided to THEH prior to the Acquisition set forth in Article VIII not being satisfieddate hereof; (h) Seller neither the Company nor any of the Subsidiaries shall not (i) amend enter into or terminate any Plan material lease, contract or Benefit Program agreement, or Agreement except as may be required by applicable lawmake any change in any of their material leases, contracts and agreements (including but not limited to any contracts listed on Schedule 3.11), (ii) increase enter into any transaction with any Continuing Affiliate or accelerate the payment any director, officer or vesting shareholder of any Continuing Affiliate (other than in their capacity as an officer, director or employee of the amounts payable under Company or the Subsidiaries), (iii) reclassify any Plan assets or Benefit Program or Agreementliabilities, or (iiiiv) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or do any other employee benefit plan, agreement, arrangement, program, practice act that (A) would cause any representation or understanding warranty of Seller in this Agreement to be or become untrue in any material respect or (other than the Plans and the Benefit Programs or Agreements)B) could reasonably be expected to have a Company Material Adverse Effect; (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this AgreementCompany and Subsidiaries will comply in all material respects with all material laws and regulations applicable to them; (j) Seller neither the Company nor any of the Subsidiaries will make any payment of interest on or principal of any intercompany indebtedness to any Continuing Affiliate; (k) neither the Company nor any of the Subsidiaries shall make any election with respect to Taxes, consent to any waiver or extension of time to assess or collect any Taxes without the consent of THEH (which consent shall not directly be unreasonably withheld) or indirectly use Seller's funds or incur file any Assumed Liability Return other than a Return filed in connection the ordinary course of business and prepared in a manner consistent with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealershippast practice; and (kl) Notwithstanding anything to neither the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date Company nor any of the Interim Balance Sheet which will cause Seller Subsidiaries shall agree to be in violation of manufacturer working capital or equity guidelines or requirementstake any action prohibited by this Section 5.4.

Conduct of Business by Seller. Pending During the Acquisition. Seller and the Stockholders covenant and agree that, period from the date of this Agreement until to the Closing Date, unless Group 1 shall otherwise agree except (i) as set forth in writing or Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the Pre-Closing Restructuring Transactions, (iii) as otherwise contemplated in connection with or expressly contemplated permitted by this Agreement: , (aiv) The business of Seller as Buyer shall otherwise consent in writing (such consent not to be conducted only inunreasonably withheld, conditioned or delayed), and (v) as required by Law or the terms of any Contract, Seller shall not take any action except inagrees that it will, and will cause each of the Transferred FH Companies and their Closing Subsidiaries and the FH Asset Sellers and FH Affiliates (in respect of the FH Business) to, (x) conduct the FH Business in all material respects in the ordinary course of business and consistent with past practice. In connection therewith, and (y) use commercially reasonable efforts to maintain and preserve the parties agree FH Business and its organization intact, retain its present officers and employees and maintain and preserve its relationships with its suppliers, vendors, customers, licensors, licensees, distributors, regulatory authorities and others having business relations with it (provided that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of be obligated to pay any of its new vehicles other than compensation beyond compensation paid in the ordinary course of business to retail buyersretain such individuals). Seller agrees During the period from the date of this Agreement to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale; (b) Seller shall not directly or indirectly do any of the following: Closing Date, except (i) issue, sell, pledge, dispose as set forth in Section 5.1 of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any AssetsSeller’s Disclosure Letter, (ii) amend or propose to amend as contemplated in connection with the articles of incorporation or bylaws (or other organizational documents) of SellerPre-Closing Restructuring Transactions, (iii) splitas contemplated by this Agreement, combine (iv) as Buyer shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or reclassify delayed) and (v) as required by Law or the terms of any outstanding capital stock Contract disclosed in the Seller’s Disclosure Letter or that is not required to be disclosed in the Seller’s Disclosure Letter, Seller covenants and agrees that it shall not, and it shall cause the Transferred FH Companies, any of Sellertheir Closing Subsidiaries and the FH Asset Sellers and the FH Affiliates, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise each case solely with respect to the capital stock of Seller whether now or hereafter outstandingFH Business, (iv) redeem, purchase or acquire or offer not to acquire take any of the capital stock following actions: (a) amend the charter, bylaws or similar organizational documents of Seller, any of the Transferred FH Companies or their Closing Subsidiaries; (vb) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of SellerTransferred FH Companies or their Closing Subsidiaries, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make issue or agree to make issue any single additional shares of capital expenditure stock, or enter issue or agree to issue any other equity interests or securities convertible into any or exchangeable or exercisable for, or options with respect to, or warrants to purchase commitments in excess or rights to subscribe for, shares of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, capital stock options, bonus or other compensation of any officerof the Transferred FH Companies or any of their Closing Subsidiaries, director or employee sell, transfer or otherwise dispose of Seller or its encumber any shares of capital stock of any of the Transferred FH Companies or their Closing Subsidiaries, except in the ordinary course each case for any issuance, sale, transfer or disposition to a Transferred FH Company or a Wholly Owned Subsidiary of business consistent a Transferred FH Company; (c) with past practice; and shall not grant, respect to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, or that reasonably could be expected to, result in any of the representations and warranties Transferred FH Companies or their Closing Subsidiaries, declare, set forth aside, or pay any dividend or other distribution payable in this Agreement becoming untrue cash, stock or property (other than Excluded Assets) with respect to its capital stock or other equity interests therein, except for any dividend or distribution of the capital stock of any of the conditions Transferred FH Companies or their Closing Subsidiaries to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan Transferred FH Companies or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealershiptheir Closing Subsidiaries; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirements.30

Conduct of Business by Seller. Pending From the Acquisition. date hereof until the Closing, except for matters set forth in Section 7.1 of the Seller Disclosure Letter or otherwise to the extent to which has been consented in writing by Purchaser (which consent shall not be unreasonably withheld, except with respect to actions described in clauses (a), (e) and (g) below), Seller shall conduct the Acquired Business and manage the Allocations and the Stockholders covenant DMM Securities in the ordinary course, consistent with past practice, and agree thatin compliance with applicable Law, and shall use commercially reasonable efforts to preserve intact the business organizations and relationships with third parties relevant to the Acquired Business (including, without limitation, the NYSE in respect of the Allocations and the issuers of the DMM Securities). As soon as reasonably practicable following the date hereof, Seller shall (A) make available to Purchaser contact information of each issuer of the DMM Securities covered by the Allocations and (B) use commercially reasonable efforts to facilitate and participate in communications with such issuers as Purchaser may reasonably request. In addition, and subject to applicable Law, from the date hereof until the Closing, Seller shall take reasonable steps to promptly inform Purchaser of, and cooperate with Purchaser with respect to, any material developments relating to the NYSE, the Allocations and the DMM Securities of which Seller receives notice, including any request by an issuer of DMM Securities to be reallocated to another DMM. Without limiting the generality of the foregoing, and except as expressly provided in or contemplated by this Agreement Agreement, from the date hereof until the Closing Date, unless Group 1 without the prior written consent of Purchaser (which consent shall otherwise agree not be unreasonably withheld, except with respect to actions described in writing or as otherwise expressly contemplated by this Agreementclauses (a), (e) and (g) below), Seller shall not: (a) The business agree to any reallocation either by the NYSE or any issuer in any of the DMM Securities, to the extent any Seller is required or entitled to agree or consent to a reallocation; (b) allow to lapse, or fail to make any applications for renewal as and when required, or otherwise or fail to maintain valid and in good standing any Seller Permits necessary for the conduct of the Acquired Business or the operation of Seller; (c) commence an Action against any customer of the Acquired Business; (d) fail to comply, in all material respects, with the minimum net capital requirements applicable to Seller under the Exchange Act, and those applicable to it under the rules of the NYSE relating to DMMs or any other similar requirement of any applicable Governmental Authority, provided that failure to maintain an amount of net capital equal to or greater than any minimum net capital requirements applicable to Seller under the Exchange Act or the rules of the NYSE shall be conducted only indeemed to be a violation of this clause (d); (e) sell, lease, license, sell and Seller shall not take leaseback, or otherwise dispose of any action except in, assets relating to the Acquired Business or any interest therein other than assets sold in the ordinary course of business and consistent with past practice. In connection therewith; (f) terminate a Transferred Contract or waive, the parties agree that Seller may dealer trade vehicles for similar modelsrelease, but Seller shall not liquidate cancel or otherwise dispose of assign any of its new vehicles material rights or claims thereunder other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate consistent with prior business practices. Seller shall not advertise a "Going Out of Business" salepast practice; (bg) Seller issue, deliver, sell, grant, pledge or authorize or otherwise incur any Lien (other than a Permitted Lien, which shall not directly or indirectly do be removed prior to the Closing) upon any of the following: Transferred Assets; (h) take any action to, or that would reasonably be likely to discourage, prevent or interfere with (x) the offers of employment made pursuant to Section 10.1 by Purchaser to Employees or (y) such Employees’ decisions to accept such offers of employment, including but not limited to offering other positions of employment to, hiring, increasing the compensation of or entering into contracts with any Employee; (i) issuewith respect to any Transferred Asset (x) make or revoke any Tax election or change any Tax accounting method, sellexcept as required by applicable Tax Law or (y) settle, pledgecompromise or concede any audit, dispose of claim, deficiency or encumberproceeding relating to Taxes; (j) acquire, (A) any capital stock (by merger or securities convertible into consolidation, by purchase of, investments in, or otherwise, all or substantially all the assets, capital stock, voting interests or other equity interests of any business, or any corporation, limited liability company, partnership, joint venture, association or other business organization or division thereof, or any other Person, or create any Subsidiary of Seller; (k) except as set forth in Section 7.1(k) of the Seller Disclosure Letter, settle or (B) agree to settle any Action or pay, discharge or satisfy or agree to pay, discharge or satisfy any Claim or Liability of Seller, Seller Parent or any of its other Affiliates other than the payment, discharge or satisfaction of Liabilities reflected or reserved against in the Financial Statements or incurred in the ordinary course of business and consistent with past practice and not relating subsequent to the borrowing date of moneythe Financial Statements; (l) other than as may be required by Law or any Seller Plan, (i) increase the present base salary, hourly wage or commission rate of (or accelerate the vesting of, or increase, any Assets, (iipayment or benefits in respect of) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of SellerEmployees, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred customary annual base salary increases made at the same time in prior years and otherwise in the ordinary course of businessbusiness consistent with past practice for Employees with annual base salary of less than $100,000, (ii) authorize, guarantee or pay any bonuses or other special payments to any Employee (other than any such payments payable in accordance with any Seller Plan), (iii) amend the current terms of any Seller Plan to the extent applicable to any Employee, in a manner that would increase the cost or obligations of Purchaser under Article X of this Agreement, (iv) adopt or enter into any new contract, plan or arrangement providing potential compensation or employee benefits that would be considered an employee benefit plan in a manner that would increase the cost or obligations of Purchaser under Article X of this Agreement, in each case, if in effect on the date hereof, (v) transfer the employment of any Employee to or from Seller or any Subsidiary thereof (including transfers of employment to or from Seller’s other Affiliates) or otherwise materially change the job functions of any Employee so as to either (1) cause such Employee to cease to be related to the Acquired Business or (2) cause any Employee who is not related to the Acquired Business to become related to the Acquired Business and (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and with respect to Persons whose total annual compensation would not exceed $100,000, on an individual basis, hire or terminate the employment of (other than for cause, as determined in Sellers’ discretion) any Person who would be an Employee (m) grant any equity-related, performance or similar awards or bonuses; (n) enter into any collective bargaining agreement or other labor contract; (o) enter into any transaction with or for the benefit of any Related Party other than in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business practice consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (gp) fail to maintain the Policies and other insurance upon the assets and properties of Seller shall not take any action in such amounts and of such kinds comparable to that wouldin effect since August 31, 2009; (q) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Seller or Seller Parent; (r) fail to maintain the Transferred Assets in their current physical condition, except for ordinary wear and tear and damage; or (s) propose, resolve, authorize, or that reasonably could be expected tocommit or agree to take, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsforegoing actions.

Conduct of Business by Seller. Pending the AcquisitionClosing. Except as provided in Schedule 6.1, Seller and the Stockholders Members, jointly and severally, covenant and agree that, from except as otherwise expressly required or permitted by the terms of this Agreement, between the date of this Agreement until and the Closing DateClosing, unless Group 1 shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement: (a) The the business of Seller shall be conducted only in, and Seller shall not take any action except in, the ordinary course of business and consistent with past practice. In connection therewithSeller and the Members shall use its or their reasonable best efforts to preserve intact Seller's business organizations, to keep available the parties agree that Seller may dealer trade vehicles for similar modelsservices of its current officers, but employees and consultants, and to preserve its present relationships with customers, suppliers and other Persons with which it has business relations. By way of amplification and not limitation, Seller shall not liquidate not, except as expressly required or permitted by the terms of this Agreement between the date of this Agreement and the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of Purchaser: (a) amend or otherwise dispose of any of change its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" saleCharter Documents; (b) Seller shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or of, encumber, (A) any capital stock (or securities convertible into capital stock) authorize the issuance, sale, pledge, disposition, grant or encumbrance of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Sellerits assets, (v) create, incur, assume, guarantee tangible or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiariesintangible, except in the ordinary course of business consistent with past practice; and shall not grantor any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any individualof its capital stock or other securities; (d) sell, lease or transfer any of its properties or assets (other than in the ordinary course of business consistent with past practice), or acquire (including, without limitation, for cash or shares of stock, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets; or make any investment either by purchase of stock or securities, contributions of capital or property transfer, or purchase any property or assets of any other Person (except in the ordinary course of business consistent with past practice); make or obligate itself to make capital expenditures out of the ordinary course of business consistent with past practice; other than in the ordinary course of business consistent with past practice, incur any obligations or liabilities including, without limitation, any indebtedness for borrowed money, issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances, modify, terminate, amend or enter into any Contract other than as expressly required or permitted herein or in the ordinary course of business consistent with past practice, or impose any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (e) pay any bonus to its officers or employees, or increase the compensation payable or to become payable to its officers or employees or, except as presently bound to do, grant any severance or termination pay that exceeds the lesser to, or enter into any employment or severance agreement with, any of (i) such individual's compensation its directors, officers or employees, or establish, adopt, enter into or amend or take any action to accelerate any rights or benefits which any collective bargaining, bonus, profit sharing trust, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the calendar month immediately preceding such individual's grant benefit of severance any directors, officers or termination pay, employees; (f) take any action with respect to accounting policies or (ii) $50,000procedures other than in the ordinary course of business and in a manner consistent with past practices; (g) Seller shall not take pay, discharge or satisfy any action that wouldexisting claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of due and payable liabilities reflected or reserved against in the Financial Statements, as appropriate, or that reasonably could be expected toliabilities incurred after the date thereof in the ordinary course of business and consistent with past practice or delay paying any amount payable beyond forty-five (45) days following the date on which it is due, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions except to the Acquisition set forth extent being contested in Article VIII not being satisfiedgood faith; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan transaction or arrangement, incentive award plan agreement with any of the Sellers or arrangement, vacation policy, severance pay plan, policy an Affiliate thereof except for such transactions or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements);agreements expressly permitted herein; or (i) Seller shall not enter into agree, in writing or otherwise, to take or authorize any agreement of the foregoing actions or incur any obligation, the terms of action which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly make any representation or indirectly use Seller's funds warranty in Article 5 untrue or incur incorrect in any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsrespect.

Conduct of Business by Seller. Pending the Acquisition. Seller and the Stockholders covenant each Affiliate Stockholder covenants and agree agrees that, from the date of this Agreement until prior to the Closing Date, unless Group 1 CIBER shall otherwise agree in writing or as otherwise expressly except in connection with the transactions contemplated by this Agreement: (a) The business of Seller shall be conducted only inin the ordinary and usual course of business, consistent with past practices, and Seller and the Stockholders shall not take any action except inuse commercially reasonable efforts to maintain and preserve intact Seller's business organization, to keep available the ordinary course services of its officers and employees and to maintain significant beneficial business relationships with suppliers, contractors, distributors, customers, licensors, licensees and consistent others having business relationships with past practice. In connection therewithit. (b) Without limiting the generality of the foregoing subsection (a), the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate not, directly or indirectly: (i) sell, lease, transfer, mortgage or otherwise encumber, subject to any Lien or otherwise dispose of any Assets, except sales of its new vehicles other than properties or assets no longer needed by it for use in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out business, or sales of Business" saleExcluded Assets; (bii) amend or propose to amend its articles of incorporation or by-laws, reincorporate in any jurisdiction, dissolve, liquidate or merge with any entity (whether or not Seller shall not directly is the survivor); (iii) split, combine or indirectly do reclassify any outstanding shares of, or interests in, its capital stock; (iv) declare, set aside or pay any dividend or distribution, payable in cash, stock, property or otherwise with respect to any of the following: its capital stock; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of capital stock of Seller or any options, warrants or rights to acquire capital stock of Seller; (vi) issue, sell, pledge, dispose of or encumber, (A) or authorize, propose or agree to the issuance, sale, pledge or disposition or encumbrance by Seller of, any capital stock (shares of, or any options, warrants or rights of any kind to acquire any shares of, or any securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of moneyexchangeable for any shares of, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding its capital stock of Sellerany class, or declareany other securities in respect of, set aside in lieu of, or pay in substitution for any dividend payable in cash, stock, property or otherwise with respect to the class of its capital stock outstanding on the date hereof; (vii) modify the terms of Seller whether now any existing Indebtedness or hereafter outstandingincur any Indebtedness or issue any debt securities, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness except Indebtedness incurred in the ordinary course of business), but only if the amount of such indebtedness, when added to all other Indebtedness of Seller then outstanding (determined in accordance with generally accepted accounting principles) does not exceed the sum of (x) the total amount of Indebtedness outstanding on the December 31, 1998 balance sheet and (y) $25,000; (viii) assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing or make any material loans or advances or capital contributions to, or investments in, any other Person; (viix) authorize, recommend or propose any material change in its capitalization, or any release or relinquishment of any material contract right or effect or permit any of the foregoing; (x) adopt or establish any new employee benefit plan or amend in any material respect any employee benefit plan, increase the compensation or fringe benefits of any employee or pay any benefit not consistent with any existing employee benefit plan except in a manner consistent with Seller's historical salary review procedures; (xi) make any payments with respect to, enter into or amend any employment, consulting, severance or indemnification agreement with any director, officer or employee of Seller, except for any such payments made in the ordinary course of business and consistent with past practice, enter into or any contract, agreement, commitment collective bargaining agreement or arrangement with respect other obligation to any of the matters set forth in this Section 6.3(b)labor organization or employee; (cxii) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect make any franchises, authorizations material tax election or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except settle or compromise any liability for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than thoseTaxes; (dxiii) Seller shall not make or agree commit to make any single capital expenditure expenditures for acquisitions of other businesses, capital assets, properties, or enter into any purchase commitments Intellectual Property in excess of $150,00025,000; (xiv) make any changes in its reporting for Taxes or accounting procedures other than as required by generally accepted accounting principles or applicable law; (xv) pay, provideddischarge or satisfy any claims, howeverliabilities or obligations (absolute, that expenditures related to new and used vehicle inventory made consistent with past practice and accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business shall not be deemed a violation consistent with past practice or in accordance with their terms, of this liabilities reflected or reserved against in, or contemplated by, the most recent Seller financial statements that were provided to CIBER pursuant to Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party 3.4 or to which its assets are subject, except for incurred after the date of such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except financial statements in the ordinary course of business consistent with past practice; and shall not grant, settle any litigation or other legal proceedings involving a payment of more than $5,000 in any one case by or to any individual, severance Seller; or termination pay that exceeds waive the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination paybenefits of, or (ii) $50,000agree to modify in any manner, any noncompetition, confidentiality, standstill or similar agreement to which Seller is a party; (gxvi) write off any accounts or notes receivable except in the ordinary course of business consistent with past practices; (xvii) acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof of or (y) any assets that are material, individually or in the aggregate, to Seller; (xviii) adopt any stockholder rights or similar plan or take any other action with the intention of, or which may reasonably be expected to have the effect of, damaging, CIBER or Seller; or (xix) enter into, modify or authorize any contract, agreement, commitment or arrangement to do any of the foregoing. (c) Seller shall not take promptly advise CIBER orally and in writing of any action that wouldchange or event having, or that which would reasonably could be expected toto have, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of a material adverse effect on the transactions contemplated by this Agreement; (j) hereby or a Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsMaterial Adverse Effect.

Conduct of Business by Seller. Pending the Acquisition. Seller and the Stockholders covenant and agree that, from Between the date of this Agreement until and the Closing Date, unless Group 1 the Purchaser shall otherwise agree in writing or writing, the Messaging Business shall be conducted only in the ordinary course of business. Between the date of this Agreement and the Closing Date, except as otherwise expressly permitted by or contemplated by in this Agreement, without the prior consent of the Purchaser, neither the Seller nor any of the Messaging Subsidiaries shall, in connection with the Messaging Business or any of the Transferred Assets: (a) The business sell, transfer, encumber or otherwise dispose of, or dividend or distribute to stockholders, any Transferred Assets or any interest therein, other than Inventory sold or disposed of Seller shall be conducted only in, and Seller shall not take any action except in, in the ordinary course of business; (b) acquire any corporation, partnership, limited liability company, other business and consistent with past practice. In connection therewithorganization or division thereof or any material amount of assets; (c) incur any indebtedness for borrowed money in excess of $50,000 individually or $200,000 in the aggregate; (d) enter into any contract, agreement or arrangement that would be a Material Contract if entered into prior to the parties agree that Seller may dealer trade vehicles for similar modelsdate hereof, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than any such contracts, agreements or arrangements entered into in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate (including contracts, agreements or arrangements with prior business practices. Seller shall not advertise a "Going Out of Business" sale; (b) Seller shall not directly customers, vendors or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(dclients); (e) Seller shall perform its obligations under authorize, or make any contracts and agreements to which it commitment with respect to, any single capital expenditure that is in excess of $50,000 or capital expenditures that are, in the aggregate, in excess of $100,000 for the Messaging Business taken as a party or to which its assets are subject, except for such obligations as Seller in good faith may disputewhole; (f) Seller shall not use commercially reasonable efforts to exercise any rights of renewal with respect to any material Leased Real Property that by its terms would otherwise expire; (g) grant or announce any increase in the salarysalaries, benefitsbonuses or other benefits payable to any Messaging Business Employees (whether in cash, stock options, bonus or other compensation equity instruments), other than as required by Law or any existing Contract or Employee Benefit Plan, pursuant to any plans, programs or agreements existing on the date hereof and disclosed to the Purchaser or other ordinary increases not inconsistent with the past practices of the Seller or the Messaging Subsidiaries, as the case may be; (h) (i) sell, license or transfer to any person or entity any IP Rights of the Messaging Business or enter into any agreement with respect to any IP Rights of the Messaging Business with any person or entity or with respect to any intellectual property of any officer, director person or employee of Seller or its Subsidiaries, except entity (unless such agreement is entered into in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law), (ii) increase buy or accelerate license any intellectual property or enter into any agreement with respect to the payment intellectual property of any person or vesting entity for use in the Messaging Business (other than in the ordinary course of the amounts payable under any Plan or Benefit Program or Agreementbusiness consistent with past practice), or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or with respect to the development of any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than intellectual property with a third party in connection with the Plans and the Benefit Programs or Agreements)Messaging Business; (i) Seller shall not enter into or amend any agreement contract pursuant to which any other party is granted marketing, distribution, development or incur similar rights of any obligation, the terms of which would be violated by the consummation type or scope with respect to any products or technology of the transactions contemplated by this AgreementMessaging Business (other than in the ordinary course of business consistent with past practice); (j) Seller shall not directly amend or indirectly use Seller's funds otherwise modify (or incur agree to do so), or violate the terms of, any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; andAssigned Contracts; (k) Notwithstanding anything commence or settle any litigation related to the contraryMessaging Business or the Transferred Assets; (l) acquire or agree to acquire by merging or consolidating with, no dividends or by purchasing any assets or equity securities of, or by any other manner, any business or any corporation, partnership, association or other form of distribution business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the Stockholders shall be made after Messaging Business; (m) grant any loans to others or purchase debt securities of others or amend the date terms of any outstanding loan agreement; (n) except as previously disclosed to the Purchaser with respect to the Seller’s healthcare plans, adopt or amend any employee benefit plan, or enter into any employment contract, pay or agree to pay any special bonus or special remuneration to any director, employee, consultant or contract worker, or increase the salaries or wage rates of its employees, consultants or contract workers, all except pursuant to already existing commitments; (o) enter into any strategic alliance or joint marketing arrangement or agreement with respect to the Messaging Business; (p) make any material change in any method of accounting or accounting practice or policy, except as required by GAAP or Law; (q) to the extent it could adversely impact the Purchaser with respect to a post-Closing taxable period, (i) make or change any election with respect of Taxes of the Interim Balance Sheet which will Acquired Subsidiaries or the Transferred Assets, (ii) enter into any closing agreement, (iii) settle any material claim or assessment in respect of Taxes or (iv) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; or (r) take, or agree in writing or otherwise to take, any of the actions described in this Section 6.1, or any other action that would (i) prevent the Seller from performing or cause the Seller not to be perform its covenants hereunder or (ii) cause or result in violation the breach of manufacturer working capital or equity guidelines or requirementsany of the Seller’s representations and warranties contained herein.

Conduct of Business by Seller. Pending the Acquisition. Seller and the Stockholders covenant and agree that, from From the date of this Agreement until through the Closing Date, unless Group 1 shall otherwise agree in writing or except as otherwise expressly contemplated by specifically set forth in this AgreementAgreement or in the Existing BLP Agreements, Seller shall and shall cause the Subsidiaries to conduct the Business in the ordinary course, consistent with past practice, and as provided below: 5.2.1 Except as otherwise specifically set forth in this Agreement or in the Existing BLP Agreements, or with the prior written consent of Buyer, Seller covenants that it shall and shall cause the Subsidiaries to: (a) The business of Seller shall be conducted only inuse all commercially reasonable efforts to preserve intact the Business and its relationships with customers, suppliers, parties to the Assigned Contracts and Seller shall not take any action except in, the ordinary course of business and consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" salethird parties; (b) Seller shall not directly or indirectly do any use all commercially reasonable efforts to maintain the good will of the following: (i) issuecustomers, sellsuppliers, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating parties to the borrowing Assigned Contracts and other Persons to whom the Business sells goods or provides services or with whom the Business has significant relationships and shall notify Buyer of money, any Assets, written notice of Default or Default known to Seller; (iic) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise make payments on their liabilities with respect to the capital stock Business to suppliers, employees, trade creditors, parties to the Assigned Contracts and other third parties and not delay in making any payments (unless contesting such payments in good faith) or enter into extended payment terms; and (d) maintain the books and records of the Business in the customary fashion. 5.2.2 Except as otherwise specifically set forth in this Agreement or in the Existing BLP Agreements, or with the prior written consent of Buyer, Seller whether now covenants that with respect to the Business it shall not and shall not permit the Subsidiaries to: (a) sell, lease or hereafter outstandingtransfer any Purchased Asset; (b) permit to arise any encumbrance on any Purchased Asset; (c) make any change in any pricing, financial reporting or credit practice, payment practice or accounting method of the Business, including selling or entering into a contract to sell any Product or combination of Products or Products and services; (ivd) redeementer into any new agreement, purchase or acquire any amendment, modification or offer change to acquire any Third Party Agreement or any of the capital stock Assigned Contracts; (e) give any notice of SellerDefault or breach, or renewal, non-renewal or cancellation to any Person pursuant to any Inbound Technology Agreement, Outbound Technology Agreement or Supply Agreement; (vf) createtransfer any rights in the patents or patent applications listed on Annex 2.1.1, incur, assume, guarantee or otherwise become liable or obligated to any third party; (g) enter into any strategic alliance of any kind with respect to any indebtedness for borrowed money the Business; (h) commence cease and desist demands, litigation or other than floor plan indebtedness incurred in the ordinary course of business)proceedings to perfect, maintain, or enforce the IP Rights of Sellers with respect to the IT Property; (vii) except take any action to diminish insurance coverages for the Business or the Purchased Assets from existing levels; (j) take any action which would result in a breach of any of Seller's representations or warranties in this Agreement or interfere with Seller's ability to perform all of its obligations under this Agreement; or (k) authorize any of the ordinary course of business and consistent with past practice, foregoing or enter into any contract, agreement, commitment or arrangement with respect to do any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirements.

Conduct of Business by Seller. Pending Except to the Acquisition. Seller and extent consented to in writing by Buyer or as expressly permitted or contemplated by the Stockholders covenant and agree thatAgreement, during the period from the date of this the Agreement until to the Closing DateClosing, unless Group 1 shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement: (a) The business of Seller shall be conducted only incarry on its business in the Ordinary Course of Business and, and Seller shall not take any action except in, to the ordinary course of business and extent consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale; (b) Seller shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the its current business organization of Sellerorganizations, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers employees and key employeespreserve its relationships with customers, (iv) to preserve the goodwill of those suppliers, licensors, licensees, distributors and others having business relationships dealings with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, without Buyer's written consent during the period from the date of the Agreement to the Closing, none of the Selling Parties shall: (a) amend its Governing Documents; (b) acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof; or (ii) any assets that are material, individually or in the aggregate, to Seller's funds , except purchases in the Ordinary Course of Business; (c) sell, lease, license, mortgage or otherwise encumber or subject to any Encumbrances (other than Permitted Encumbrances pursuant to its existing indebtedness) or otherwise dispose of any of its properties or assets, except in the Ordinary Course of Business; (d) incur any indebtedness for borrowed money (except to Buyer) or guarantee any such indebtedness of another person, guarantee any debt securities of another person, except for borrowings under its existing credit facilities for working capital purposes, in an aggregate amount of less than $100,000, the endorsement of checks in the Ordinary Course of Business and Assumed Liabilities will be used the extension of credit to customers in the Ordinary Course of Business; or incurred(ii) make any loans, as the case may beadvances or capital contributions to, solely or investments in, any other Person; (e) except for the benefit items currently contracted for by Seller, make or agree to make any new capital expenditure or expenditures which, individually, is in excess of $10,000 or, in the aggregate, are in excess of $50,000; (f) make any material Tax election or settle or compromise any material income Tax liability; (g) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued or contingent, asserted or unasserted) relating to the Assets, the business of the Acquired DealershipSeller or the Assumed Liabilities, without the prior written consent of Buyer, other than the payment, discharge or satisfaction, in the Ordinary Course of Business or in accordance with their terms, of Liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) included in the Financial Statements or incurred in the Ordinary Course of Business; (h) modify, amend or terminate any material Seller Contract, or waive, release or assign any material rights or claims; (i) except as required to comply with applicable law, (i) adopt, enter into or amend any Employee Plan; and(ii) increase in any manner the compensation or fringe benefits of, or pay any bonus to, any employee of Seller; or (iii) terminate, amend, modify, or grant any awards under, any Employee Plan; (j) other than as required by law or GAAP, make any change to its accounting policies or procedures; (k) Notwithstanding anything maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and Seller's Ordinary Course of Business; (l) comply with all Legal Requirements and contractual obligations applicable to the contraryoperation of Seller's business; (m) except as mutually agreed upon by Seller and Buyer, no dividends materially change Seller's existing employment conditions, hire new employees or other form of distribution terminate current Seller employees; or (n) authorize any of, or commit or agree to take any of, the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsforegoing actions.

Conduct of Business by Seller. Pending the Acquisition. Seller and the Stockholders Shareholder covenant and agree that, from between the date of this Agreement until hereof and the Closing Date, unless Group 1 CIBER shall otherwise agree in writing or as otherwise expressly except in connection with the transactions contemplated by this Agreement: (a) The Except as expressly contemplated or permitted by this Agreement or as described in Schedule 6.1, the business of Seller shall be conducted only inin the ordinary and usual course of business, consistent with past practices, and Seller shall not take any action use its reasonable best efforts to (i) maintain and preserve intact Seller's business organization, (ii) keep available the services of its officers and employees, and (iii) maintain significant beneficial business relationships with suppliers, contractors, distributors, customers, licensors, licensees and others having business relationships with it. (b) Without limiting the generality of the foregoing subsection (a), except inas described in Schedule 6.1, the ordinary course of business and consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate not, directly or indirectly: (i) sell, lease, transfer, mortgage or otherwise encumber, subject to any Lien or otherwise dispose of any of its new vehicles other than Assets, except in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" salebusiness; (b) Seller shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles its certificate of incorporation or bylaws bylaws, reincorporate in any jurisdiction, dissolve, liquidate or merge with any entity (whether or other organizational documents) of Seller, not Seller is the survivor); (iii) split, combine or reclassify any outstanding capital stock of Sellershares of, or interests in, its capital stock; (iv) declare, set aside or pay any dividend or distribution, payable in cash, stock, property or otherwise with respect to the any of its capital stock of Seller whether now or hereafter outstanding, stock; (ivv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of the capital stock of Seller or any options, warrants or rights to acquire capital stock of Seller; (vi) sell, issue, grant or authorize the issuance or grant of (A) any capital stock or other security, (vB) createany option, incurcall, assumewarrant or right to acquire any capital stock or other security, guarantee or otherwise become liable (C) any instrument convertible into or obligated with respect to exchangeable for any indebtedness for borrowed money capital stock or other security; (other than floor plan indebtedness vii) modify the terms of any existing Indebtedness or incur any Indebtedness or issue any debt securities, except Indebtedness incurred in the ordinary course of business; (viii) assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing or make any material loans or advances or capital contributions to, or investments in, any other person; (ix) authorize, recommend or propose any material change in its capitalization, or any release or relinquishment of any material contract right or effect or permit any of the foregoing; (x) adopt or establish any new employee benefit plan or amend in any material respect any Benefit Plan or, increase the compensation or fringe benefits of any employee or pay any benefit not consistent with any existing Benefit Plan except in a manner consistent with Seller's historical salary review procedures; (xi) make any payments with respect to, enter into or amend any employment, consulting, severance or indemnification agreement with any director, officer or employee of Seller, or any collective bargaining agreement or other obligation to any labor organization or employee; (xii) make any material tax election or settle or compromise any liability for Taxes; (xiii) make or commit to make capital expenditures for acquisitions of other businesses, capital assets, properties, or intellectual property that exceed $25,000 in the aggregate; (xiv) make any changes in its reporting for Taxes or accounting procedures other than as required by generally accepted accounting principles or applicable law; (xv) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or (vi) except satisfaction, in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the ordinary course most recent Seller financial statements as disclosed on Schedule 3.4 that were provided to CIBER or incurred after the date of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except financial statements in the ordinary course of business consistent with past practice; and shall not grant, settle any litigation or other legal proceedings involving a payment of more than $25,000 in any one case by or to any individual, severance Seller; or termination pay that exceeds waive the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination paybenefits of, or (ii) $50,000agree to modify in any manner, any non-competition, confidentiality, standstill or similar agreement to which Seller is a party; (gxvi) write off any accounts or notes receivable except in the ordinary course of business consistent with past practices; (xvii) acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (y) any assets that are material, individually or in the aggregate, to Seller; (xviii) adopt any shareholder rights or similar plan or take any other action with the intention of, or which may reasonably be expected to have the effect of, damaging CIBER or Seller; (xix) enter into, modify or authorize any contract, agreement, commitment or arrangement to do any of the foregoing. (c) Seller shall not take promptly advise CIBER orally and in writing of any action that wouldchange or event having, or that which would reasonably could be expected toto have, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) a Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsMaterial Adverse Effect.

Conduct of Business by Seller. Pending During the Acquisition. Seller and the Stockholders covenant and agree that, period from the date of this Agreement until to the Closing Date, unless Group 1 shall otherwise agree except (i) as set forth in writing or Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the Pre-Closing Restructuring Transactions, (iii) as otherwise contemplated in connection with or expressly contemplated permitted by this Agreement: , (aiv) The business of Seller as Buyer shall otherwise consent in writing (such consent not to be conducted only inunreasonably withheld, conditioned or delayed), and (v) as required by Law or the terms of any Contract, Seller shall not take any action except inagrees that it will, and will cause each of the Transferred FH Companies and their Closing Subsidiaries and the FH Asset Sellers and FH Affiliates (in respect of the FH Business) to, (x) conduct the FH Business in all material respects in the ordinary course of business and consistent with past practice. In connection therewith, and (y) use commercially reasonable efforts to maintain and preserve the parties agree FH Business and its organization intact, retain its present officers and employees and maintain and preserve its relationships with its suppliers, vendors, customers, licensors, licensees, distributors, regulatory authorities and others having business relations with it (provided that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of be obligated to pay any of its new vehicles other than compensation beyond compensation paid in the ordinary course of business to retail buyersretain such individuals). During the period from the date of this Agreement to the Closing Date, except (i) as set forth in Section 5.1 of the Seller’s Disclosure Letter, (ii) as contemplated in connection with the Pre-Closing Restructuring Transactions, (iii) as contemplated by this Agreement, (iv) as Buyer shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed) and (v) as required by Law or the terms of any Contract disclosed in the Seller’s Disclosure Letter or that is not required to be disclosed in the Seller’s Disclosure Letter, Seller covenants and agrees that it shall not, and it shall cause the Transferred FH Companies, any of their Closing Subsidiaries and the FH Asset Sellers and the FH Affiliates, in each case solely with respect to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall the FH Business, not advertise a "Going Out to take any of Business" salethe following actions: (a) amend the charter, bylaws or similar organizational documents of any of the Transferred FH Companies or their Closing Subsidiaries; (b) Seller shall not directly or indirectly do any of the following: (i) issue, sell, pledge, dispose of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth Transferred FH Companies or their Closing Subsidiaries, issue or agree to issue any additional shares of capital stock, or issue or agree to issue any other equity interests or securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, shares of capital stock of any of the Transferred FH Companies or any of their Closing Subsidiaries, or sell, transfer or otherwise dispose of or encumber any shares of capital stock of any of the Transferred FH Companies or their Closing Subsidiaries, except in this Section 6.3(b)each case for any issuance, sale, transfer or disposition to a Transferred FH Company or a Wholly Owned Subsidiary of a Transferred FH Company; (c) Seller shall use with respect to any of the Transferred FH Companies or their Closing Subsidiaries, declare, set aside, or pay any dividend or other distribution payable in cash, stock or property (other than Excluded Assets) with respect to its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations capital stock or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently existsother equity interests therein, except for deterioration due any dividend or distribution of the capital stock of any of the Transferred FH Companies or their Closing Subsidiaries to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope any of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than thosethe Transferred FH Companies or their Closing Subsidiaries; (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments expenditures in excess of $150,000100,000 individually, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and or $1,000,000 in the ordinary course of business shall not be deemed a violation aggregate, other than in accordance with capital expenditures approved by the Seller prior to the date of this Agreement and attached to Section 6.3(d)5.1(d) of the Seller’s Disclosure Letter; (e) Seller shall perform its obligations adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may disputelocal Law; (f) Seller shall not increase (i) permit any Transferred FH Company or Closing Subsidiary to incur any obligations under any letter of credit or similar obligation with Liability to the salaryapplicable Transferred FH Company or Closing Subsidiary in excess of $150,000 individually or $500,000 in the aggregate, benefitsor (ii) except as required by Law or contractual obligations, stock optionspermit any of the Transferred FH Companies or any of their Closing Subsidiaries or any FH Affiliate in respect of the FH Business to issue any note, bonus bond, or other compensation debt security, or create, incur, assume or guarantee any other material Indebtedness not discharged in full at or prior to the Closing, in each case of any officerthis clause (ii), director or employee of Seller or its Subsidiaries, except other than in the ordinary course of business consistent with past practice; , and shall not grantother than intercompany loans or advances; (g) sell or otherwise dispose of, to or incur, create or assume any individualEncumbrance (other than Permitted Encumbrances) with respect to, severance or termination pay that exceeds any assets of the lesser of FH Business, other than (i) pursuant to transactions where the fair market value of the assets transferred in connection with such individual's transactions would not exceed $100,000 individually or $1,000,000 in the aggregate and (ii) sales of inventory in the ordinary course of business consistent with past practice; (h) change in any material respect any financial accounting method used by it relating to the FH Business, unless required by GAAP or applicable Law; (i) except as otherwise required by any Employee Benefit Plan or CBA existing on the date of this Agreement and listed in Section 3.11(a) or Section 3.12(a) of the Seller’s Disclosure Letter or applicable Law, (1) grant any increase in the compensation for of, or pay or grant any bonus to, any Employee other than, in each case, increases or grants to Employees with an annual base salary of less than $200,000 in the calendar month immediately preceding such individual's ordinary course of business consistent with past practice, (2) grant of or pay any severance or termination paychange in control pay to any Employee, (3) accelerate the time of payment or vesting of any compensation or benefit payable to an Employee, (4) enter into, amend or terminate any Transferred Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a Transferred Benefit Plan if it had been in effect on the date of this Agreement other than, in each case, amendments made in the ordinary course of business not resulting in a material increase in liability to the Buyer or any Transferred FH Company or Closing Subsidiary, (5) terminate the employment of any Employee (other than for cause, including for performance-related reasons), (6) hire any individual who would qualify as an Employee if employed as of the date hereof (other than (i) persons hired in the ordinary course of business, at will (where applicable), and with no more severance or retention protections than provided by applicable Law, or (ii) persons hired in the ordinary course of business with an annual base salary of less than $50,000; 200,000), (g7) Seller shall not take any action that would, to fund or that reasonably could be expected to, result in any other way secure the payment of the representations and warranties set forth in this Agreement becoming untrue compensation or benefits under any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Employee Benefit Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or compensatory arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than contributions or funding due in the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms ordinary course of which would be violated by the consummation business irrespective of the transactions contemplated by this Agreement, (8) cause or permit any individual employed (i) by a Transferred FH Company or Closing Subsidiary or (ii) as an employee by an FH Asset Seller to become a Seller Transferred Employee or cause or permit any Seller Transferred Employee or other employee of Seller and its Affiliates who is not then an Employee to become an Employee (in each case except for (x) the permitted transfer of individuals set forth in Section 5.1 of the Seller’s Disclosure Letter, or (y) transfers required by applicable Law or a CBA); (j) acquire any Person or business for total consideration in excess of $1,000,000 (other than purchases of goods and services in the ordinary course of business); (k) enter into any Contract that is (or, if entered into prior to the date hereof, would constitute) a Material Contract or materially amend, modify or waive any material right under any such Contract, other than in the ordinary course of business in a manner that would not reasonably be expected to adversely affect the FH Business, taken as a whole; (l) settle any claim or litigation that would impose a material ongoing Liability on a Transferred FH Company or its Closing Subsidiaries; (m) open or close any facility or office that is material to the FH Business, taken as a whole; (n) except as would not reasonably be expected to materially affect the Tax liability of the Transferred FH Companies or their Closing Subsidiaries (or, following the Closing, Buyer or any of its Affiliates in a Post-Closing Tax Period, with respect to any of the Transferred FH Companies or their Closing Subsidiaries), (i) make or change any material Tax election, (ii) change an annual accounting period, (iii) file any material amended Tax Return, (iv) enter into any closing agreement, (v) waive or extend any statute of limitations with respect to Taxes, (vi) settle or compromise any Tax liability, claim or assessment, or (vii) surrender any right to claim a refund of Taxes, in each case other than as related to Taxes paid on an affiliated, consolidated, combined or unitary basis with Seller shall not directly or indirectly use any of its Subsidiaries that are neither Transferred FH Companies nor Closing Subsidiaries; (o) merge or consolidate with or into another Person; or (p) agree to take any of the actions described in this Section 5.1. Notwithstanding any provision herein to the contrary, prior to the Closing, without the consent of Buyer, each of Seller's funds , the FH Share Sellers, the FH Affiliates and the Transferred FH Companies and their Closing Subsidiaries will be permitted to (i) declare and pay dividends and distributions of, or incur otherwise transfer or advance, to Seller or any Assumed Liability Subsidiary thereof, (x) any Excluded Assets (including in connection with any Excluded Asset “cash sweep”, cash management practices, and intercompany borrowings consistent with past practices), (y) any other Assets which are not contemplated to be owned or held by Buyer or a Transferred FH Company or a Closing Subsidiary of a Transferred FH Company pursuant to reduce the Transaction Documents and (z) copies of any liability that is not an Assumed Liability. Without limiting the generality Seller Books and Records, (ii) make any payments under, repay (in part or in full), or otherwise extinguish or cause to be extinguished any Indebtedness or other balances owing by any Transferred FH Company or a Closing Subsidiary of the foregoinga Transferred FH Company (in each case whether intercompany or otherwise), Seller's funds and Assumed Liabilities will be used or incurredincluding, as the case may be, solely for the benefit avoidance of the Acquired Dealership; and (k) Notwithstanding anything doubt, by making or causing to the contrary, no dividends or other form of distribution to the Stockholders shall be made after capital contributions or similar transactions to enable such Transferred FH Company or such Closing Subsidiary to repay or otherwise extinguish such amounts and (iii) take any action contemplated pursuant to Section 5.15, including any action with respect to or implementing the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsPre-Closing Restructuring Transactions.

Conduct of Business by Seller. Pending the AcquisitionClosing. From the date ------------------------------------------------- hereof until the earlier of the Closing or the termination of this Agreement pursuant to Article VIII, Seller shall comply in all material respects with the terms and conditions of the Stockholders covenant and agree thatBankruptcy Code. In addition, from the date hereof, until the earlier of the Closing or the termination of this Agreement until pursuant to Article VIII, Seller and its Subsidiaries shall not, without the Closing Date, unless Group 1 shall otherwise agree prior written consent of Parent or Purchaser (i) enter into any customer contract other than in writing or as otherwise expressly contemplated by this Agreement: (a) The business of Seller shall be conducted only in, and Seller shall not take any action except in, the ordinary course of business and a manner consistent with past practice. In connection therewith; (ii) sell, the parties agree that Seller may dealer trade vehicles for similar modelstransfer, but Seller shall not liquidate or otherwise dispose of or encumber any of its new vehicles material tangible or intangible assets included in the Acquired Business (other than in the provision of services in the ordinary course of business in accordance with past practice); (iii) grant any increase in the compensation or benefits of any employee, including without limitation, pay any retention or stay put compensation or terminate the employment of any employee that Purchaser has advised that Seller intends to retail buyers. Seller agrees offer employment to, except those mutually agreed between parties (other than pursuant to maintain its advertising expenditures and activities commensurate the terms of any employee retention, incentive, or severance plan approved by the Bankruptcy Court); (iv) enter into any transaction with respect to the Acquired Business with any Affiliate; (v) make any dividend or distribution of any nature (except pursuant to order of the Bankruptcy Court after prior business practices. Seller shall not advertise a "Going Out of Business" sale; notice to Purchaser); (bvi) Seller shall not directly commit or indirectly enter into any Contract to do any of the following: (i) issueforegoing, sellsave, pledgein all cases, dispose with the prior written consent of or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller Purchaser; or (Bvii) other than in the ordinary course without consulting Purchaser, assign, modify, cancel, reject, fail to exercise a right of business and consistent with past practice and not relating renewal or extension under or otherwise impair or permit to lapse any Designated Contract. Seller shall, to the borrowing fullest extent permitted by Law, consult in good faith with Parent and Purchaser on a regular and ongoing basis as reasonably requested by Parent or Purchaser, and inform Parent and Purchaser of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable all important developments and events in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any conduct of the matters set forth in Acquired Business. Further, from the date hereof until the earlier of the Closing or the termination of this Section 6.3(b); (c) Agreement pursuant to Article VIII, Seller shall use its best commercially reasonable efforts (i) to preserve intact the business organization of Seller, (ii) include a provision to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets Contract (other than those (d) Seller shall Contracts that do not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions relate to the Acquisition set forth in Article VIII not being satisfied; (hAcquired Business) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required entered into by applicable lawSeller, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or making such contract freely assignable to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsPurchaser.

Conduct of Business by Seller. Pending the Acquisition. Seller and the Stockholders covenant and agree that, from From the date of this Agreement until hereof through the Closing DateClosing, unless Group 1 shall except as disclosed on Schedule 5.4 hereto or otherwise agree provided for in writing or as otherwise expressly contemplated by this Agreement: , and, except as consented to or approved by Parent in writing, Seller covenants and agrees that: (a) The each of the Companies and the Subsidiaries shall operate its business of Seller shall be conducted only in, and Seller shall not take any action except in, in the ordinary and usual course of business and consistent in accordance with past practice. In connection therewithpractices; (b) neither any Company nor any Subsidiary shall issue, the parties sell or agree that Seller may dealer trade vehicles for similar modelsto issue or sell (i) any shares of its capital stock, but Seller shall not liquidate or (ii) any securities convertible into, or options with respect to, or warrants to purchase or rights 21 to subscribe for, any shares of its capital stock or make any change in its issued and outstanding capital stock or redeem, purchase or otherwise dispose of acquire any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller capital stock; (c) neither any Company nor any Subsidiary shall not advertise a "Going Out of Business" sale; (b) Seller shall not directly or indirectly do any of the following: (i) issueincrease in any manner the compensation of, sellor enter into any new bonus or incentive agreement or arrangement with, pledgeany of its directors, dispose of officers or encumber, (A) any capital stock (or securities convertible into capital stock) of Seller or (B) other employees other than increases in compensation in the ordinary course of business and consistent with past practice and which are not relating material in the aggregate; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit to any director, officer or employee, whether past or present, other than as required by applicable law, contracts or plan documents in effect on the borrowing date of moneythis Agreement; (iii) enter into any new employment, severance, consulting, or other compensation agreement with any Assetsdirector, officer or employee or other person other than in connection with any new hires or promotions in the ordinary course and consistent with past practice; or (iv) commit itself to any additional pension, profit-sharing, deferred compensation, group insurance, severance pay, retirement or other employee benefit plan, fund or similar arrangement or adopt or amend or commit itself to adopt or amend any of such plans, funds or similar arrangements in existence on the date hereof; (d) neither any Company nor any Subsidiary shall (i) amend its memorandum or articles of association (or similar instruments), (ii) amend declare any dividend or propose make any distribution with respect to amend the articles of incorporation or bylaws (or other organizational documents) of Sellerits capital stock, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, incur or guarantee or otherwise become liable or obligated with respect to any indebtedness obligation for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except trade payables in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently existscancel or compromise, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope compromises of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rightscurrent or former short-of-way, permits, licenses, contracts and term trade receivables or other agreements which relate to its current assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation consistent with past practice, any debts owed to it, or (v) waive or release any rights of this Section 6.3(d); material value; (e) Seller neither any Company nor any Subsidiary shall perform its obligations under (i) sell, transfer, lease or otherwise dispose of any contracts and agreements to which it is a party or to which of its assets are subjectother than inventory, except for such obligations as Seller accounts receivable or fixtures in good faith may dispute; the ordinary course of business consistent with prior practice, (fii) Seller shall not increase the salarycreate or permit to exist any new security interest, benefitslien or encumbrance on any of its properties or assets, stock optionsother than Permitted Exceptions, bonus (iii) enter into any joint venture, partnership or other compensation similar arrangement, (iv) make any investment in or purchase any securities of any officer, director Person other than in connection with (A) the cash management activities of the Companies and the Subsidiaries in the ordinary course of business consistent with past practice or employee (B) the formation of Seller a wholly owned subsidiary or its Subsidiaries, except (v) purchase any assets of any Person other than in the ordinary course of business consistent with past practice; (f) neither any Company nor any Subsidiary shall permit a change in its methods of maintaining its books, accounts or business records or, except as required by GAAP (in which event prior notice shall be given to Parent), change any of its accounting principles or the methods by which such principles are applied for tax or financial reporting purposes; (g) the Companies and the Subsidiaries together shall incur capital expenditures only in the ordinary course of business consistent with prior practice and not grant, in excess of the capital budget provided to Parent prior to the date hereof; (h) neither any individual, severance or termination pay that exceeds of the lesser Companies nor any of the Subsidiaries shall (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance enter into or termination payterminate any material lease, contract or agreement, or (ii) $50,000; (g) Seller shall not take make any action that would, or that reasonably could be expected to, result change in any of the representations their material leases, contracts and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable lawagreements, (ii) increase enter into any transaction with any Continuing Affiliate or accelerate the payment any director, officer or vesting shareholder of the amounts payable under any Plan Continuing Affiliate other than as contemplated by Sections 5.11 and 5.16, (iii) reclassify any assets or Benefit Program or Agreementliabilities, or (iiiiv) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or do any other employee benefit plan, agreement, arrangement, program, practice act that (A) would cause any representation or understanding warranty of Seller in this Agreement to be or become untrue in any material respect or (other than the Plans and the Benefit Programs or Agreements); B) could reasonably be expected to have a Company Material Adverse Effect; (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; Companies and Subsidiaries will comply in all material respects with all material laws and regulations applicable to them; (j) Seller the Canada Purchase Agreement and the Bentley Trust Guarantee shall not directly or indirectly use Seller's funds or incur be amended nor shall any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality obligations of the foregoing, Seller's funds and Assumed Liabilities will parties thereunder be used or incurred, as the case may be, solely for the benefit of the Acquired Dealershipwaived; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirements.22

Conduct of Business by Seller. Pending the Acquisition. Seller and the Stockholders covenant and agree that, from From the date of this Agreement hereof until the Closing DateClosing, unless Group 1 shall otherwise agree Seller will (and will cause Seller JV to), except as required in writing or as otherwise expressly connection with the transactions contemplated by this AgreementAgreement and except as required by Law or otherwise consented to in writing by Buyer: (a) The business use its commercially reasonable efforts to carry on the Combined Business substantially as it is and has been for the prior year conducted by Seller and not cause the Combined Business to engage in any new line of business; (b) not dispose of or permit to lapse any rights to the use of any material patent, trademark, trade name, license or copyright, including, without limitation, any of the Intellectual Property, or dispose of or disclose to any person, any material trade secret, formula, process, technology or know-how of Seller shall be conducted only inor Seller JV used by or relating to the Combined Business; (c) not sell, and dispose of, transfer or encumber any of the Assets or the assets of Seller shall not take any action JV material to the Combined Business except in, in the ordinary course of business and consistent business; (d) except as set forth on Schedule 5.1(d), not make any acquisition of assets with past practice. In connection therewith, respect to the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose Combined Business having an aggregate purchase price in excess of any of its new vehicles $100,000 other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" saleor as contemplated by this Agreement; (be) Seller not amend, modify or cancel any contract, agreement or commitment included in the Assets except in the ordinary course of business; provided that the amendment, modification or cancellation of any contract with a remaining term in excess of 12 months or which provides for aggregate payments in excess of $1,000,000 shall not directly be deemed to be in the ordinary course; (f) not enter into any employment, severance, compensation or indirectly do similar agreements with any employee of the following: Combined Business other than in the ordinary course of business or as may be required by Law or existing contractual arrangements; (g) not increase the compensation of, or benefits payable to, the employees of the Combined Business other than in the ordinary course of business or as may be required by Law or existing contractual arrangements; (h) not dispose of or permit to lapse any right to the possession, use or enjoyment of any Intellectual Property or dispose of or disclose to any unauthorized person any information concerning the Intellectual Property other than with respect to Intellectual Property having a value of less than $10,000; (i) issuenot enter into or renew any collective bargaining or labor agreement (oral and legally binding or written) with respect to the Combined Business or any portion thereof; (j) except as set forth on Schedule 5.1(j), sellnot acquire or enter into an agreement to acquire, pledgeby merger, dispose consolidation or purchase of stock or encumberassets, any business or entity, or enter into any, or agree to enter into any, joint venture; (Ak) any capital stock use its commercially reasonable efforts to preserve intact the goodwill and business organization of the Combined Business, keep employees of the Combined Business available to be employed by Buyer (or securities convertible into capital stockif Buyer so elects pursuant to Article VI hereof) and preserve all material relationships of the Combined Business with customers, suppliers and others having business relations with Seller or Seller JV relating to the Combined Business; (Bl) except as set forth on Schedule 5.1(l), not enter into, modify or extend in any manner the terms of any employment, severance or similar agreements with employees of the Combined Business, whether now or hereafter payable, including any such increase pursuant to any option, bonus, stock purchase, pension, profit-sharing, deferred compensation, retirement or other plan, arrangement, contract or commitment, except periodic bonuses paid in the ordinary course, consistent with past practices or as may be required by Law or existing contractual arrangements; (m) perform in all material respects all of its obligations under all of the Assumed Contracts (except those being contested in good faith) and not enter into, assume or amend any contract or commitment that would be an Assumed Contract other than contracts entered into in the ordinary course of business; (n) maintain in full force and effect and in the same amounts policies of insurance comparable in all material respects in amount and scope of coverage now maintained by Seller and Seller JV relating to the Assets, the Combined Business and the Real Property to the extent available on commercially reasonable terms other than changes in such policies effected in the ordinary course of business; (o) continue to collect the accounts receivable and pay the accounts payable of the Combined Business in the ordinary course of business and consistent with past practice practices; (p) prepare and not relating file all Tax Returns and any other Tax reports, filings and amendments thereto required to be filed by it; (q) continue to maintain and service the borrowing of money, any Assets, (ii) amend or propose to amend Assets used in the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Seller, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any conduct of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred Combined Business in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice; (r) continue to maintain the books and records of the Combined Business in accordance with past practice; (s) not modify or amend any agreement relating to the Seller JV Interest or make any additional material commitments to Seller JV; (t) comply in all material respects with all Laws applicable to the Combined Business or Seller JV; (u) use its commercially reasonable efforts to maintain and protect all material Intellectual Property; (v) not take, enter into or agree to take, any contract, agreement, commitment or arrangement with respect to action that would make any of the matters set forth representations or warranties of Seller contained in this Section 6.3(b); (c) Seller shall use its best efforts (i) to preserve intact the business organization of Seller, (ii) to maintain Agreement untrue in effect any franchises, authorizations material respect or similar rights of Seller, (iii) to keep available the services of its current officers and key employees, (iv) to preserve the goodwill of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those (d) Seller shall not make or agree to make any single capital expenditure or enter into any purchase commitments in excess of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d); (e) Seller shall perform its obligations under any contracts and agreements to which it is a party or to which its assets are subject, except for such obligations as Seller in good faith may dispute; (f) Seller shall not increase the salary, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except in the ordinary course of business consistent with past practice; and shall not grant, to any individual, severance or termination pay that exceeds the lesser of (i) such individual's compensation for the calendar month immediately preceding such individual's grant of severance or termination pay, or (ii) $50,000; (g) Seller shall not take any action that would, or that reasonably could be expected to, would result in any of the representations and warranties conditions set forth in this Agreement becoming untrue to not be satisfied; or (w) not agree or commit to do any of the conditions to the Acquisition set forth in Article VIII not being satisfied; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policy, stock option plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements); (i) Seller shall not enter into any agreement or incur any obligation, the terms of which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability foregoing that it is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be in violation of manufacturer working capital or equity guidelines or requirementsprohibited from hereunder.

Conduct of Business by Seller. Pending Prior to the Acquisition. Seller and the Stockholders covenant and agree that, from the date Closing or termination of this Agreement until the Closing DateAgreement, unless Group 1 Buyer shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement, in the conduct of the Business and with respect to the Assets: (a) The business of Seller shall be conducted conduct its business only in, and Seller shall not take any action except in, in the ordinary and usual course of business and consistent with past practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale; (b) Seller shall not directly or indirectly do any of the following: (i) issueacquire any assets, sellother than inventory and supplies in the ordinary course of business, pledge, (ii) dispose of or encumberany assets other than sales of inventory in the ordinary course of business, (Aiii) enter into any capital stock (or securities convertible into capital stock) of Seller or (B) other transaction other than in the ordinary course of business and consistent with past practice and not relating to the borrowing of money, any Assets, (ii) amend or propose to amend the articles of incorporation or bylaws (or other organizational documents) of Seller, (iii) split, combine or reclassify any outstanding capital stock of Sellerbusiness, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to the capital stock of Seller whether now or hereafter outstanding, (iv) redeem, purchase or acquire or offer to acquire any of the capital stock of Seller, (v) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money (other than floor plan indebtedness incurred in the ordinary course of business), or (vi) except in the ordinary course of business and consistent with past practice, enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 6.3(b)foregoing; (c) Seller shall use its best efforts (i) endeavor in good faith to preserve intact the business organization of Seller, (ii) to maintain in effect any franchises, authorizations or similar rights of Seller, (iii) to keep available the services of its current officers and key present employees, (iv) and to preserve the goodwill good will of those having business relationships with it, (v) to maintain and keep its properties in as good a repair and condition as presently exists, except for deterioration due to ordinary wear and tear, (vi) to maintain in full force and effect insurance comparable in amount and scope of coverage to that currently maintained by it, (vii) to collect its accounts receivable, (viii) to preserve in full force and effect all leases, operating agreements, easements, rights-of-way, permits, licenses, contracts and other agreements which relate to its assets (other than those; (d) Seller shall not make not, directly or agree indirectly, encourage, initiate or engage in discussions or negotiations with, or provide any information to, any Person or other entity or group, other than to make Buyer or pursuant to Section 7.4 hereof, concerning any single capital expenditure merger, sale or lease of substantial assets, equity investment in Seller or similar transaction involving Seller; and Seller shall promptly notify Buyer of any proposal or offer to enter into any purchase commitments in excess such transaction, or any inquiry or contact with any person with respect thereto and shall promptly furnish to Buyer any written material received by Seller relating to any of $150,000, provided, however, that expenditures related to new and used vehicle inventory made consistent with past practice and in the ordinary course of business shall not be deemed a violation of this Section 6.3(d)foregoing; (e) Seller shall perform its obligations under not enter into any contracts and agreements employment agreement with any director, officer or employee of Seller or, otherwise than pursuant to which it is a party or to which its assets are subject, except for such obligations as policies of Seller in good faith may disputeeffect on the date hereof, grant any severance or termination pay to, or increase the compensation (including deferred compensation) of, any such person; (f) Seller shall not increase the salarynot, benefits, stock options, bonus or other compensation of any officer, director or employee of Seller or its Subsidiaries, except than in the ordinary course of business and consistent with past practice; and shall not grantpractices, adopt or amend to increase compensation or benefits payable under any individualcollective bargaining, severance employment, bonus, incentive, compensation, profit-sharing, pension, retirement, severance, stock purchase, stock option, deferred compensation, hospitalization, group insurance, death benefit, disability, other fringe benefit or termination pay that exceeds the lesser of (i) such individual's compensation other plan, agreement, trust, fund or arrangement for the calendar month immediately preceding such individual's grant benefit of severance or termination pay, or (ii) $50,000employees; (g) Seller shall not take amend or terminate any action that would, employment or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Acquisition set forth in Article VIII not being satisfiednoncompetition agreement; (h) Seller shall not (i) amend or terminate any Plan or Benefit Program or Agreement except as may be required by applicable law, (ii) increase or accelerate the payment or vesting of the amounts payable under any Plan or Benefit Program or Agreement, or (iii) adopt or enter into any personnel policysales or maintenance contract or license (or group of contracts for the same customer), stock option planwith a sales price in excess of $10,000 without Buyer's written consent, collective bargaining agreement, bonus plan which shall not be unreasonably withheld or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan, policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement or any other employee benefit plan, agreement, arrangement, program, practice or understanding (other than the Plans and the Benefit Programs or Agreements);delayed; and (i) Seller shall not enter into not, with the intent to breach Sections 8 or 4 of this Agreement, or reckless disregard for the provisions thereof, take any agreement action or incur agree, in writing or otherwise, to take any obligation, of the terms of foregoing actions or any action which would be violated by the consummation of the transactions contemplated by this Agreement; (j) Seller shall cause any conditions precedent set forth in Section 8 hereof not directly or indirectly use Seller's funds or incur any Assumed Liability in connection with any Excluded Asset or to reduce any liability that is not an Assumed Liability. Without limiting the generality of the foregoing, Seller's funds and Assumed Liabilities will be used or incurred, as the case may be, solely for the benefit of the Acquired Dealership; and (k) Notwithstanding anything to the contrary, no dividends or other form of distribution to the Stockholders shall be made after the date of the Interim Balance Sheet which will cause Seller to be met or make any representation or warranty set forth in violation of manufacturer working capital Section 4 hereof untrue or equity guidelines or requirementsincomplete in any material respect.