Common use of General Affirmative Covenants Clause in Contracts

General Affirmative Covenants. Sellers shall, and Stockholder shall cause Sellers to: (a) operate the Business only in the Ordinary Course of Business; (b) maintain their respective Assets in good working order and condition, ordinary wear and tear excepted; (c) perform in all material respects all their respective obligations under agreements relating to or affecting the Assets or the Business; (d) keep in full force and effect adequate insurance coverage on their respective Assets and business operations; (e) use Commercially Reasonable Efforts to (i) maintain and preserve the Business, and (ii) retain their respective present employees, customers, suppliers and others having business relations with them; (f) duly and timely file all reports or returns required to be filed with any Governmental Authority, and promptly pay all Taxes levied or assessed upon them or their respective properties or upon any part thereof, other than those being contested in good faith and as to which adequate reserves have been provided in the Sellers' books; (g) duly observe and conform in all material respects to all Governmental Requirements relating to the Assets or the Business; (h) on or prior to the Closing Date, remove and have released, by payment or otherwise, all liens and encumbrances of any nature whatsoever on the Assets (other than liens and encumbrances, if any, expressly assumed by Purchaser hereunder); (i) duly and timely take all actions necessary to carry out the transactions contemplated hereby; (j) deliver to Purchaser as soon as practicable but not later than 45 days after the end of such month unaudited monthly balance sheets, statements of income and statements of cash flows of the Sellers for the month of October 1996 and subsequent months; (k) use Commercially Reasonable Efforts to preserve and maintain the goodwill of the Business; (l) use Commercially Reasonable Efforts to cooperate in effecting the assignment to Purchaser of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER to this Agreement; and (m) pay all premiums and fees with respect to coverage and services provided under the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER to this Agreement through the Closing Date.

General Affirmative Covenants. Sellers Seller shall, and Stockholder each Shareholder shall cause Sellers Seller to: (a) operate conduct the Business only in the Ordinary Course of Businessordinary course; (b) maintain their respective the Assets and the Mt. Morrxx Xxxrovements in good working order and condition, ordinary wear and tear excepted; (c) perform in all material respects all their respective its obligations under agreements relating to or affecting the Assets Assets, the Mt. Morrxx Xxxd, the Mt. Morrxx Xxxrovements or the Business; (d) keep in full force and effect adequate insurance coverage on their respective Assets the Assets, the Mt. Morrxx Xxxrovements and business operationsthe operation of the Business; (e) use Commercially Reasonable Efforts its best efforts to (i) maintain and preserve the Business, and (ii) retain their respective its present employees, customers, suppliers and others having business relations with themit; (f) duly and timely file all reports or returns required to be filed with any Governmental Authority, and promptly pay all Taxes levied or assessed upon them it or their respective its properties or upon any part thereof, other than those being contested in good faith and as to which adequate reserves have been provided in the Sellers' books; (g) duly observe and conform in all material respects to all Governmental Requirements relating to the Assets Assets, the Mt. Morrxx Xxxd, or its properties or to the Businessoperation and conduct of its Business and all covenants, terms and conditions upon or under which any of its properties are held; (h) on or prior to the Closing Date, remove and have released, by payment or otherwise, all liens and encumbrances of any nature whatsoever on the Assets or the Mt. Morrxx Xxxd (other than except for liens and encumbrances, if any, expressly specifically assumed by Purchaser hereunderpursuant to this Agreement or liens and encumbrances, if any, on the Mt. Morrxx Xxxd that are expressly permitted pursuant to the terms and provisions of the Mt. Morrxx Xxxse); (i) duly and timely take all actions necessary to carry out the transactions contemplated hereby; (j) deliver to Purchaser as soon as practicable but not later than 45 days after on or before the end 15th day of such each month true and correct unaudited monthly balance sheets, sheets and statements of income and statements of cash flows of the Sellers for the month of October 1996 and subsequent monthsBusiness for the immediately preceding month; (k) use Commercially Reasonable Efforts deliver to Purchaser on the Closing Date a true and correct unaudited annual balance sheet, statement of income and statement of changes in financial position for the six months ended June 30, 1999, together with any additional financial information reasonably requested by Purchaser to allow Purchaser to timely comply with its reporting requirements under the Exchange Act, all in form and substance sufficient to allow Purchaser to timely comply with such reporting requirements; (l) preserve and maintain the goodwill of the Business; (lm) use Commercially Reasonable Efforts cause the net book value of the used, rental, leased and "rent to cooperate in effecting own" construction machinery equipment, and all used attachment inventory of Seller to be 85% of the assignment to Purchaser of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER to this Agreementfair market value; and (mn) pay relocate Seller's Pontiac, Michigan dealership to a location designated by Purchaser (the "New Pontiac Location") and to sublease such location from Purchaser until the earlier of October 31, 1999 or the Closing Date under substantially identical terms as the terms of any lease by Purchaser of such location, so long as Purchaser agrees to reimburse Seller for all premiums and fees with respect its reasonable out-of-pocket expenses from such relocation (the "Pontiac Relocation"). Notwithstanding the foregoing, in the event the transactions contemplated herein are not consummated by October 31, 1999, then Seller may, at its option, continue to coverage and services provided sublease the New Pontiac Location under the instruments listed same terms and conditions for any period of time ending on PART 4.6C OF THE DISCLOSURE LETTER to this Agreement through or before October 31, 2000, after which time Xxxxxx xxx Purchaser may enter into good faith negotiations for the Closing Datecontinued leasing by Seller of the New Pontiac Location.

General Affirmative Covenants. Sellers Seller shall, and Stockholder Shareholder shall cause Sellers Seller to: (a) operate conduct the Business only in the Ordinary Course of Businessordinary course; (b) maintain their respective the Assets in good working order and condition, ordinary wear and tear excepted; (c) perform in all material respects all their respective its obligations under agreements relating to or affecting the Assets or the Business; (d) keep in full force and effect adequate insurance coverage on their respective the Assets and business operationsthe operation of the Business; (e) use Commercially Reasonable Efforts its best efforts to (i) maintain and preserve the Business, and (ii) retain their respective its present employees, customers, suppliers and others having business relations with themit; (f) duly and timely file all reports or returns required to be filed with any Governmental Authority, and promptly pay all Taxes levied or assessed upon them it or their respective its properties or upon any part thereof, other than those being contested in good faith and as to which adequate reserves have been provided in the Sellers' books; (g) duly observe and conform in all material respects to all Governmental Requirements relating to the Assets or its properties or to the Businessoperation and conduct of its business and all covenants, terms and conditions upon or under which any of its properties are held; (h) on or prior to the Closing Date, remove and have released, by payment or otherwise, all liens and encumbrances of any nature whatsoever on the Assets (other than except for liens and encumbrances, if any, expressly specifically assumed by Purchaser hereunderpursuant to this Agreement); (i) duly and timely take all actions necessary to carry out the transactions contemplated hereby; (j) deliver to Purchaser as soon as practicable but not later than 45 days after on or before the end 15th day of such each month true and correct unaudited monthly balance sheets, sheets and statements of income and statements of cash flows of the Sellers for the month of October 1996 and subsequent monthsBusiness for the immediately preceding month; (k) use Commercially Reasonable Efforts deliver to Purchaser on or before the Closing Date any additional financial information reasonably requested by Purchaser to allow Purchaser to timely comply with its reporting 26 34 requirements under the Exchange Act, all in form and substance sufficient to allow Purchaser to timely comply with such reporting requirements; and (l) preserve and maintain the goodwill of the Business; (l) use Commercially Reasonable Efforts to cooperate in effecting the assignment to Purchaser of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER to this Agreement; and (m) pay all premiums and fees with respect to coverage and services provided under the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER to this Agreement through the Closing Date.

General Affirmative Covenants. Sellers Each Seller shall, and Stockholder Shareholder shall cause Sellers each Seller to: (a) operate conduct the Business only in the Ordinary Course of Businessordinary course; (b) maintain their respective the Assets in good working order and condition, ordinary wear and tear excepted; (c) perform in all material respects all their respective its obligations under agreements relating to or affecting the Assets or the Business; (d) keep in full force and effect adequate insurance coverage on their respective the Assets and business operationsthe operation of the Business; (e) use Commercially Reasonable Efforts its best efforts to (i) maintain and preserve the Business, and (ii) retain their respective its present employees, customers, suppliers and others having business relations with themit; (f) duly and timely file all reports or returns required to be filed with any Governmental Authority, and promptly pay all Taxes levied or assessed upon them it or their respective its properties or upon any part thereof, other than those being contested in good faith and as to which adequate reserves have been provided in the Sellers' books; (g) duly observe and conform in all material respects to all Governmental Requirements relating to the Assets or its properties or to the Businessoperation and conduct of its business and all covenants, terms and conditions upon or under which any of its properties are held; (h) on or prior to the Closing Date, remove and have released, by payment or otherwise, all liens and encumbrances of any nature whatsoever on the Assets (other than except for liens and encumbrances, if any, expressly specifically assumed by Purchaser hereunderpursuant to this Agreement); (i) duly and timely take all actions necessary to carry out the transactions contemplated hereby; (j) deliver to Purchaser as soon as practicable but not later than 45 days after on or before the end 15th day of such each month true and correct unaudited combined monthly balance sheets, sheets and statements of income for Southwest Peterbilt and statements of cash flows of the Sellers affiliates for the month of October 1996 and subsequent monthsimmediately preceding month; (k) use Commercially Reasonable Efforts deliver to Purchaser on or before the Closing Date any additional financial information reasonably requested by Purchaser to allow Purchaser to timely comply with its reporting requirements under the Exchange Act, all in form and substance sufficient to allow Purchaser to timely comply with such reporting requirements; and (l) preserve and maintain the goodwill of the Business; (l) use Commercially Reasonable Efforts to cooperate in effecting the assignment to Purchaser of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER to this Agreement; and (m) pay all premiums and fees with respect to coverage and services provided under the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER to this Agreement through the Closing Date.

General Affirmative Covenants. Sellers Seller shall, and Stockholder shall cause Sellers to: (a) operate conduct the Business only in the Ordinary Course of Businessordinary course; (b) maintain their respective the Assets and the Improvements in good working order and condition, ordinary wear and tear excepted; (c) perform in all material respects all their respective its obligations under agreements relating to or affecting the Assets the Real Property, the Grand Rapids Property, the Ellsxxxxx Xxxperty or the BusinessBusiness (including, without limitation, the Grand Rapids Lease and the Ellsxxxxx Xxxse); (d) keep in full force and effect adequate insurance coverage on their respective the Assets the Improvements and business operationsthe operation of the Business; (e) use Commercially Reasonable Efforts its best efforts to (i) maintain and preserve the Business, and (ii) retain their respective its present employees, customers, suppliers and others having business relations with themit; (f) duly and timely file all reports or returns required to be filed with any Governmental Authority, and promptly pay all Taxes levied or assessed upon them it or their respective properties or its properties, upon any part thereof, other than those being contested in good faith and thereof or upon its Shareholders as the result of the Seller's election to which adequate reserves have been provided in be taxed as an "S" corporation under the Sellers' booksCode; (g) duly observe and conform in all material respects to all Governmental Requirements relating to the Assets or its properties, the BusinessReal Property, the Ellsxxxxx Xxxperty and the Grand Rapids Property or to the operation and conduct of its Business and all covenants, terms and conditions upon or under which any of its properties are held; (h) on or prior to the Closing Date, remove and have released, by payment or otherwise, all liens and encumbrances of any nature whatsoever on the Assets Assets, the Real Property, the Ellsxxxxx Xxxperty and the Grand Rapids Property (other than except for liens and encumbrances, if any, expressly specifically assumed by Purchaser hereunderpursuant to this Agreement or permitted under the Leases, the New Ellsxxxxx Xxxse or the Grand Rapids Lease, as applicable); (i) duly and timely take all actions necessary to carry out the transactions contemplated hereby; (j) deliver to Purchaser as soon as practicable but not later than 45 days after on or before the end 15th day of such each month true and correct unaudited monthly balance sheets, sheets and statements of income and statements of cash flows of the Sellers for the month of October 1996 and subsequent monthsBusiness for the immediately preceding month; (k) use Commercially Reasonable Efforts to preserve and maintain the goodwill of the Business; (l) use Commercially Reasonable Efforts to cooperate in effecting the assignment deliver to Purchaser of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER to this Agreement; and (m) pay all premiums and fees with respect to coverage and services provided under the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER to this Agreement through or before the Closing Date.Date a true and correct audited annual balance sheet, statement of income and statement of changes in financial position for the year ended March 31, 1998, together with any additional financial information reasonably requested by Purchaser to allow Purchaser to timely comply with

General Affirmative Covenants. Sellers shallFor so long as any Obligations remain outstanding, Borrower hereby covenants and agrees, and Stockholder shall cause Sellers toeach other Corporate Obligor and each of the Corporate Obligors’ respective Subsidiaries: 6.1.1 to execute and/or authenticate and deliver to Lender any writings, and do or cause to be done all things reasonably necessary, effectual or requested by Lender to carry into effect the provisions and intent of this Agreement and/or any other of the Loan Documents to which it is a party (aand/or to which it or any of its property is otherwise subject or bound by), or to vest more fully in or assure to Lender (including, without limitation, all steps to create and perfect) operate the Business only Liens granted to Lender and created by the Loan Documents, or to comply with any applicable Requirements of Law and to facilitate the collection of the Collateral, including, without limitation, the furnishing at such intervals as Lender may establish from time to time in its sole but reasonable discretion, of reports, financial data and analyses satisfactory to Lender in its sole but reasonable discretion, the Costs and Expenses of which shall be Borrower’s sole and exclusive responsibility; 6.1.2 to pay, or reimburse Lender immediately upon demand for paying, any and all Costs and Expenses and/or taxes incurred by Lender, its agents, counsel and/or representatives in connection with filing or recording any agreements, instruments or other documents in or with any and all offices, registries and/or Governmental Authorities (as the case may be) in which it is necessary to file or record so as to perfect to the satisfaction of Lender, determined in its sole discretion, Lender’s Liens on all or any part of the Mortgaged Properties and/or Collateral; 6.1.3 upon Lender’s written demand, to pay, or reimburse Lender for paying, all Costs and Expenses associated with Lender causing any agent or representative of Lender to conduct, after the Effective Date, any appraisal, examination (including any field exam), inspection, testing, screening and/or survey of any kind on, of or with respect to all or any part of any Collateral, Property (including, without limitation, any Mortgaged Property) and/or its business operations (as the case may be), and to permit or cause to be permitted (in each case upon reasonable prior notice and during customary business hours) Lender and/or any agent or representative of Lender to enter upon any such Property (including, without limitation, any Mortgaged Property), as applicable, for purposes of conducting the same, in each case if deemed reasonably necessary or advisable by Lender its sole but reasonable discretion (and in the Ordinary Course exercise of Businessgood faith); provided, however, that, absent (i) the occurrence of any Event of Default that is not waived by Lender, or (ii) any change in any Requirements of Law applicable to Lender after the Effective Date, or directive to Lender by any Governmental Authority after the Effective Date, requiring more periodic or frequent appraisals, examinations, inspections, tests, screenings and/or surveys, the same shall be conducted no more frequently than one (1) time in any twelve (12) month period. After the occurrence of any Event of Default, unless the same shall be waived by Lender in accordance with the provisions of Section 10.2.1 below, Lender shall have the right to obtain or conduct (or cause to be obtained or conducted), at Borrower’s sole Cost and Expense, any such appraisals, examinations, inspections, tests, screenings and/or surveys as and when Lender may deem advisable in its sole but reasonable discretion; 6.1.4 when reasonably requested to do so from time to time after reasonable prior notice (band during customary business hours), to permit and make available (or cause to be permitted and made available) maintain their respective Assets for inspection by Lender and/or its agents or representatives, at Borrower’s sole Cost and Expense, any books and records, and to permit (or cause to be permitted) Lender and/or any such agents or representatives to inspect, examine and make copies of or extracts from any such books and records; provided, however, that, absent (i) the occurrence of any Event of Default that is not waived by Lender, or (ii) any change in good working order any Requirements of Law applicable to Lender after the Effective Date, or directive to Lender by any Governmental Authority after the Effective Date, requiring more periodic or frequent inspections, any such inspection at Borrower’s sole Cost and conditionExpense shall be conducted no more frequently than one (1) time in any twelve (12) month period. After the occurrence of any Event of Default, ordinary wear unless the same shall be waived by Lender in accordance with the provisions of Section 10.2.1 below, Lender shall have the right to conduct (and/or cause to be conducted) any such inspections as and tear exceptedwhen Lender may deem necessary or advisable in its sole but reasonable discretion; 6.1.5 to take such steps as Lender may at any time reasonably direct, including, without limitation, the noting of Lender’s Liens on the Collateral and/or on any certificates of title therefor (cif any), all to perfect, to the satisfaction of Lender (determined in its sole discretion), Lender’s continuing Liens granted under the Loan Documents, which such continuing Liens Borrower hereby confirms, reaffirms and acknowledges its grant thereof to Lender; 6.1.6 to cause each Guarantor to comply in all respects with any and all covenants and agreements set forth in each such Guarantor’s Guaranty and in each other of the Loan Documents to which such Guarantor is a party and/or to which such Guarantor or any of its property is otherwise bound; 6.1.7 to execute and deliver (and to cause each other Obligor to execute and deliver) perform such additional instruments, and to take (and to cause each other Obligor to take) such further action as Lender may reasonably request from time to time, and at any time, to effect the purpose of, or to carry out the terms of, this Agreement or any other of the Loan Documents; 6.1.8 to (i) duly observe and comply in all material respects with all their respective obligations under agreements relating to or affecting the Assets or the Business; applicable Requirements of Law; (dii) keep maintain in full force and effect adequate insurance coverage on their respective Assets all Permits necessary in any material respect for the proper conduct of its businesses; and business operations(iii) keep the Properties and Collateral in good repair (including, without limitation, the Mortgaged Properties); (e) use Commercially Reasonable Efforts 6.1.9 to (i) maintain keep (or cause to be kept) the Properties and preserve Collateral (including, without limitation, the BusinessMortgaged Properties) insured, and to carry all other forms of insurance, in such amounts and with such deductibles as are customary in their respective industries, and (ii) retain their respective present employees, customers, suppliers and others having business relations with them; deliver (f) duly and timely file all reports or returns required cause to be filed with delivered) promptly to Lender any Governmental Authorityand all written policies, binders and promptly pay all Taxes levied or assessed upon them or their respective properties or upon certificates for any part thereof, other than those being contested in good faith and as to which adequate reserves have been provided in the Sellers' books; (g) duly observe and conform in all material respects to all Governmental Requirements relating to the Assets or the Business; (h) on such insurance at or prior to Closing, and upon each renewal and/or establishment thereof; 6.1.10 to (i) preserve, renew and maintain (or cause to be preserved, renewed and maintained) in full force and effect its organizational existence in good standing, and (ii) comply with all Contractual Obligations, applicable Requirements of Law and the Closing Dateterms of its Charter Documents; 6.1.11 to duly and punctually perform or cause to be performed each and every part of the Obligations and all of the terms and conditions of the Loan Documents to which it is a party (and/or to which it or any of its assets is otherwise subject or bound by), remove and have released, by payment or otherwise, all liens and encumbrances to not permit the acceleration of any nature whatsoever on the Assets Indebtedness owed by it to any Person (other than liens and encumbrancesincluding, if anywithout limitation, expressly assumed by Purchaser hereunderLender); 6.1.12 to furnish or cause to be furnished to Lender, within a reasonable time after Lender’s request, any information regarding (i) duly and timely take all actions necessary to carry out any of its business affairs and/or financial condition, (ii) the transactions contemplated herebyObligations, and/or (iii) any Liens created by the Loan Documents; 6.1.13 to provide Lender with thirty (j30) deliver to Purchaser days’ prior written notice of any (i) change in its mailing address, (ii) change in the location of any its place(s) of business (as soon applicable), and/or (iii) establishment of any new, or the discontinuance of any existing, mailing address or place of business (as practicable but not later than 45 days after the end of such month unaudited monthly balance sheets, statements of income and statements of cash flows context so permits); 6.1.14 except with Lender’s prior written consent or as otherwise provided for or permitted in any other of the Sellers for Loan Documents (including, without limitation, the month Security Instruments), to at all times keep: (i) proper books of October 1996 account in which full, true and subsequent monthscorrect entries will be made of all transactions in accordance with GAAP, consistently applied and reasonably adequate to determine its financial condition and the results of its operations; (ii) Lender currently and accurately informed in writing of each location where its respective records relating to accounts and contract rights are kept, and to give Lender thirty (30) days’ prior written notice of the moving of any such records to another location; and (iii) the Collateral at the Properties (including, without limitation, the Mortgaged Properties) or at such other location(s) as may be expressly disclosed by such Corporate Obligor or such Subsidiary in writing; 6.1.15 to permit and authorize (kor, as the case may be, cause to be permitted and authorized) use Commercially Reasonable Efforts Lender and Lender’s agents, representatives and attorneys to, directly contact and communicate with each accountant and attorney employed by it in connection with the review and/or maintenance of its Charter Documents, any of its books and records, and/or any preparation of any financial statements or other information or reports delivered (or caused to preserve and maintain the goodwill of the Businessbe delivered) by any such Corporate Obligor or any such Subsidiary to Lender; 6.1.16 to give prompt written notice to Lender of (li) use Commercially Reasonable Efforts to cooperate any litigation or proceeding in effecting which it or any other Obligor is a party; and/or (ii) the assignment to Purchaser institution of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER other suit or proceeding involving any it or any other Obligor that could be reasonably expected to this Agreementproduce a Material Adverse Change; and 6.1.17 to promptly notify Lender in writing (mafter becoming aware or obtaining knowledge) pay all premiums of the occurrence of: (i) each Event of Default hereunder; and fees with respect (ii) each breach or default that continues beyond applicable notice and cure periods under any of its Contractual Obligations, except to coverage and services provided under the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER extent that such breach or default could not reasonably be expected to this Agreement through the Closing Dateproduce or result in a Material Adverse Change.

General Affirmative Covenants. Sellers Seller shall, and Stockholder the Shareholders shall cause Sellers Seller to: (a) operate conduct the Business only in the Ordinary Course of Businessordinary course; (b) maintain their respective the Assets in good working order and condition, ordinary wear and tear excepted; (c) perform in all material respects all their respective its obligations under agreements relating to or affecting the Assets or the Business; (d) keep in full force and effect adequate insurance coverage on their respective the Assets and business operationsthe operation of the Business; (e) use Commercially Reasonable Efforts its commercially reasonable efforts to (i) maintain and preserve the Business, and (ii) retain their respective its present employeesEmployees, customers, suppliers and others having business relations with themit; (f) if due, duly and timely file all reports or returns required to be filed with any Governmental Authority, and if due, promptly pay all Taxes levied or assessed upon them it or their respective its properties or upon any part thereof, other than those being contested in good faith and as to which adequate reserves have been provided in the Sellers' books; (g) duly observe and conform in all material respects to all Governmental Requirements relating to the Assets or its properties or to the operation and conduct of its Business and all covenants, terms and conditions upon or under which any of its properties are held to the extent material to the Assets or the Business; (h) on or prior to the Closing Date, remove and have released, by payment or otherwise, all liens and encumbrances Encumbrances (except for Permitted Encumbrances, Encumbrances which remain in place as of any nature whatsoever on the Assets (other than liens and encumbrancesClosing Date to secure Contracts in Transit Receivables, or Encumbrances, if any, expressly specifically assumed by Purchaser hereunderpursuant to this Agreement, which Encumbrances securing Contracts in Transit Receivables will be removed by payment by Seller within 60 days after Closing); (i) duly and timely take all actions required of Seller herein necessary to carry out the transactions contemplated herebyby this Agreement; (j) deliver to Purchaser as soon as practicable but not later than 45 days after on or before the end 15th day of such each month regularly prepared unaudited monthly balance sheets, sheets and statements of income and statements of cash flows of the Sellers for Seller for the Business applicable to Seller for the immediately preceding month of October 1996 and subsequent monthsconsistent in form and content to those prepared by Seller in the past; (k) use Commercially Reasonable Efforts deliver to Purchaser any additional financial information reasonably requested by Purchaser to allow Purchaser to timely comply with its reporting requirements under the Exchange Act, all in form and substance sufficient to allow Purchaser to timely comply with such reporting requirements; (l) preserve and maintain the goodwill of the Business; (lm) promptly following the execution of this Agreement, use Commercially Reasonable Efforts its commercially reasonable efforts to cooperate in effecting secure any required consents of any lessor or landlords of any of the assignment to Dealership Leased Facilities for the assumption by Purchaser of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER to this Agreementthe written leases of such Dealership Leased Facilities; and (mn) pay deliver to Purchaser at Closing in machine readable format a true, correct and complete list of the names and addresses in Seller's dealer business system of all premiums and fees with respect customers of the Business to coverage and services which Seller has sold or provided under products or services, on a per customer basis, during the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER to this Agreement through two years immediately preceding the Closing Datedate hereof.

General Affirmative Covenants. Sellers Each Obligor shall, and Stockholder shall cause Sellers to: (a) operate Promptly advise the Business only in Bank of the Ordinary Course commencement of Business;litigation or a receipt of a threat of litigation, including arbitration proceedings and any proceedings before any governmental agency, which might have a Material Adverse Effect upon the condition, (financial, operating or otherwise,) of the Obligors, or where the amount involved is $100,000.00 or more; and (b) maintain their respective Assets in good working order and condition, ordinary wear and tear excepted;Continue to conduct its business as presently conducted; and (c) perform in all material respects all their respective obligations under agreements relating to or affecting the Assets or the Business; (d) keep in full force Maintain its existence and effect adequate insurance coverage on their respective Assets and business operations; (e) use Commercially Reasonable Efforts to (i) maintain and preserve the Business, and (ii) retain their respective present employees, customers, suppliers and others having business relations with them; (f) duly and timely file all reports or returns required to be filed with any Governmental Authority, and promptly pay all Taxes levied or assessed upon them or their respective properties or upon any part thereoftaxes before the same become delinquent, other than those except taxes which are being contested in good faith by appropriate proceedings and as to for which adequate reserves in accordance with GAAP shall have been provided set aside on their books; and (d) Notify the Bank of any event causing material loss or unusual depreciation in any material asset of the Sellers' books;Obligors taken as a whole and the amount of same; and (e) Comply in all material respects with all valid and applicable statutes, rules and regulations including, without limitation, ERISA, OSHA and all laws relating to the environment; and (f) Give prompt written notice to Bank (but in any event within fifteen (15) days) of: (i) any material dispute that may arise between the Borrower or any Guarantor and any governmental regulatory body or law enforcement; and (ii) any labor controversy resulting or likely to result in a strike or work stoppage against the Borrower or any Guarantor; and (iii) any proposal by any public authority to acquire any material asset or all or any material portion of the business of any of the Obligors, if material to the Obligors taken as a whole; and (iv) any actual change of the Borrower’s or any Guarantor’s name, trade names, identities or corporate structure; and (v) any change in its place of business or the location of assets from its present place of business and/or locations; and (vi) any other matter which has resulted in or is reasonably likely to have a Material Adverse Effect; and (g) duly observe Keep its properties insured against fire and conform other hazards (so called “All Risk” coverage) in all material respects to all Governmental Requirements relating amounts and with companies satisfactory to the Assets Bank to the same extent and covering such risks as is customary in the same or a similar business, but in no event in an amount less than the Business;lesser of (i) the total indebtedness or (ii) the amount necessary to avoid any co-insurance penalty which policies shall name the Bank as loss payee as its interest may appear. Such All Risk property insurance coverage shall provide for a minimum of thirty (30) days’ written cancellation notice to the Bank; and (h) on Maintain public liability coverage against claims for personal injuries, death or prior to property damage in an amount deemed reasonable by the Closing DateBank, remove and have released, by payment or otherwise, all liens and encumbrances of any nature whatsoever on which policy shall name the Assets (other than liens and encumbrances, if any, expressly assumed by Purchaser hereunder);Bank as an additional insured; and (i) duly and timely take Maintain all actions necessary to carry out the transactions contemplated hereby;worker’s compensation, employment or similar insurance as may be required by applicable law; and (j) deliver Deliver copies of insurance certifcates describing all insurance policies to Purchaser as soon as practicable but not later than 45 days after the end Bank and in the event of any loss or damage to the assets of any Obligor which might constitute a Material Adverse Effect, Borrower shall give immediate written notice to the Bank and to its insurers of such month unaudited monthly balance sheets, statements of income and statements of cash flows of the Sellers for the month of October 1996 and subsequent months;loss or damage; and (k) use Commercially Reasonable Efforts Permit the Bank to preserve enter the Obligors’ premises and maintain the goodwill of the Business;inspect their respective books and records upon reasonable notice during normal business hours; and (l) use Commercially Reasonable Efforts to cooperate in effecting Maintain Borrower’s primary operating account (excluding its payroll account) at the assignment to Purchaser Bank and comply with all of the terms of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER to this Agreementagreement governing any such accounts; and (m) pay Cause the Notes to be secured equally and ratably with any and all premiums Indebtedness secured by any lien or encumbrance created after the date hereof by the Borrower, the Guarantors or any Subsidiary upon any of its property or assets, whether now owned or hereafter acquired, other than liens and fees with respect encumbrances permitted pursuant to coverage Section 5.1(a) hereof. (n) Pay to the Bank an unused commitment fee for the period from and services provided under including the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER to this Agreement date hereof through the Closing DateMaturity Date (as defined in the Note) or such earlier date as the commitment to make the Loans shall terminate as provided herein, computed at the rate of 1/4 of 1% per annum on the average daily unused portion of the Loans (based on a year of 360 days), payable quarterly, in arrears, on the last day of each March, June, September and December and on the Maturity Date or such earlier date as the commitment to make the Loans shall terminate as provided herein, commencing on the first of such dates to occur after the date hereof.

General Affirmative Covenants. Sellers Seller shall, and Stockholder Shareholder shall cause Sellers Seller to: (a) operate conduct the Business only in the Ordinary Course of Businessordinary course; (b) maintain their respective the Assets in good working order and condition, ordinary wear and tear excepted; (c) perform in all material respects all their respective its obligations under agreements relating to or affecting the Assets or the Business; (d) keep in full force and effect adequate insurance coverage on their respective the Assets and business operationsthe operation of the Business; (e) use Commercially Reasonable Efforts its best efforts to (i) maintain and preserve the Business, and (ii) retain their respective its present employees, customers, suppliers and others having business relations with themit; (f) duly and timely file all reports or returns required to be filed with any Governmental Authority, and promptly pay all Taxes levied or assessed upon them it or their respective its properties or upon any part thereof, other than those being contested in good faith and as to which adequate reserves have been provided in the Sellers' books; (g) duly observe and conform in all material respects to all Governmental Requirements relating to the Assets or its properties or to the Businessoperation and conduct of its business and all covenants, terms and conditions upon or under which any of its properties are held; (h) on or prior to the Closing Date, remove and have released, by payment or otherwise, all liens and encumbrances of any nature whatsoever on the Assets (other than except for liens and encumbrances, if any, expressly specifically assumed by Purchaser hereunderpursuant to this Agreement); (i) duly and timely take all actions necessary to carry out the transactions contemplated hereby; (j) deliver to Purchaser as soon as practicable but not later than 45 days after on or before the end 15th day of such each month true and correct unaudited combined monthly balance sheets, sheets and statements of income for Southwest Peterbilt and statements of cash flows of the Sellers affiliates for the month of October 1996 and subsequent monthsimmediately preceding month; (k) use Commercially Reasonable Efforts deliver to Purchaser on or before the Closing Date any additional financial information reasonably requested by Purchaser to allow Purchaser to timely comply with its reporting requirements under the Exchange Act, all in form and substance sufficient to allow Purchaser to timely comply with such reporting requirements; and (l) preserve and maintain the goodwill of the Business; (l) use Commercially Reasonable Efforts to cooperate in effecting the assignment to Purchaser of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER to this Agreement; and (m) pay all premiums and fees with respect to coverage and services provided under the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER to this Agreement through the Closing Date.

General Affirmative Covenants. Sellers shallFrom the date hereof to the Closing, Seller agrees, unless Purchaser otherwise consents in writing, which consent shall not be unreasonably withheld, Seller shall do and Stockholder shall cause Sellers tocomply with each of the following: (a) operate use its best efforts to cause all of its representations and warranties set forth in this Agreement to be true on and as of the Closing; (b) use its best efforts to cause all of its obligations that are to be fulfilled on or prior to the Closing to be so fulfilled; (c) use its best efforts to cause all conditions to the Closing to be satisfied by Seller set forth in this Agreement to be satisfied on or prior to the Closing; (d) deliver to the Tristar Parties at the Closing the documents required of Seller under this Agreement; (e) conduct the Business only in the Ordinary Course of Businessusual and ordinary course; (bf) maintain their respective the Assets of Seller in good working order and condition, ordinary wear and tear excepted; (cg) perform in all material respects all their respective of its obligations under agreements relating to or affecting the Assets of Seller or the Business; (dh) keep in full force and effect adequate insurance coverage on their respective the Assets of Seller and business operationsthe Business; (ei) use Commercially Reasonable Efforts its best efforts to (i) maintain and preserve the Business, Business and (ii) retain their respective its present employees, customers, suppliers and others having business relations with themit, subject to actions taken by Seller in the best interest of the Business; (fj) duly and timely file all reports or returns required to be filed with any Governmental Authority, and promptly timely pay all Taxes levied or assessed upon them the Assets of Seller or their respective properties the Business or upon any part thereof, other than those being contested in good faith and as to which adequate reserves have been provided in the Sellers' books; (gk) duly observe and conform in to all material respects to all Governmental Requirements relating to the Assets of Seller or to the Businessoperation and conduct of the Business and all covenants, terms and conditions upon or under which any of the Assets of Seller are held; (hl) on or prior to the Closing Date, remove and have released, by payment or otherwise, all liens and encumbrances Encumbrances of any nature whatsoever on the Assets (of Seller, other than liens and encumbrances, if any, expressly assumed by Purchaser hereunder)Permitted Encumbrances; (im) duly and timely take all actions necessary to carry out the transactions contemplated hereby; (jn) deliver to Purchaser as soon as practicable but not later than 45 days after the end of such month unaudited monthly balance sheets, statements of income and statements of cash flows of the Sellers for the month of October 1996 and subsequent months; (k) use Commercially Reasonable Efforts to preserve and maintain the goodwill of the Business; (lo) use Commercially Reasonable Efforts deliver to cooperate in effecting the assignment Tristar Parties on or before the 15th day of each month true and correct unaudited monthly balance sheets and statements of income for the Business for the immediately preceding month, commencing with the month following the financial statement previously delivered by Seller to Purchaser the Tristar Parties, with such financial statements for the month of any contract listed on PART 4.7 OF THE DISCLOSURE LETTER October 1999, to be delivered at the time of execution of this Agreement; and (mp) pay all premiums and fees deliver to the Tristar Parties on or before the Closing Date any additional financial information reasonably requested by the Tristar Parties to allow the Tristar Parties to timely comply with respect to coverage and services provided their reporting requirements under the instruments listed on PART 4.6C OF THE DISCLOSURE LETTER Exchange Act, all in form and substance sufficient to this Agreement through allow the Closing DateTristar Parties to timely comply with such reporting requirements.