Loss on premises—Premises owned by dealer. Premises Owned by Dealer 1. Terminations to Which Applicable. In the event of termination of this agreement by manufacturer under the provisions of subsection _________ of section _________, or in the event manufacturer terminates this agreement because of manufacturer's failure to secure or maintain any required license or renewal as provided in subsection _________ of section _________ or in the event manufacturer terminates this agreement because of the incapacity, for reasons of health, of dealer or any person named in paragraph _________ of the agreement, or in the event manufacturer does not offer dealer a new selling agreement on the expiration of the term of this agreement, but not otherwise, the provisions of this subsection A shall apply. 2. Premises to Which Applicable. The provisions of this subsection A shall be applicable only to premises which are owned by dealer and carried on dealer's books and records as land and building assets at the time that dealer first has knowledge that a termination on one of the bases specified in subsection A1 above will become effective, and which are used by dealer solely in the performance of dealer's obligations under this agreement, or solely in the performance of dealer's obligations under this agreement and one or more other dealer or distributor agreements with _________ divisions of _________ Corporation, if any, and such one or more other dealer or distributor agreements are terminated simultaneously with the termination of this agreement. 3. Manufacturer's Obligation. Upon the written request of dealer made to manufacturer within the time subsequently specified, manufacturer will assist dealer in the orderly disposition of the premises stated above, to the end that the equities of dealer will be protected, and dealer will not suffer a loss on the premises in relation to the market value as of the time of termination. In effecting such disposition of dealer's premises under the provisions of this subsection A3 the following conditions shall apply: (a). Dealer's application for assistance will include a written representation to manufacturer of dealer's intention to retire from the business of selling new or used motor vehicles in the general selling area in which dealer operated under this selling agreement. (b). The assistance to be provided by manufacturer under this agreement will be in the form of either locating a purchaser who will offer to purchase dealer's premises at a fair and reasonable price as subsequently defined, or locating a lessee for dealer who will offer to lease dealer's premises for a reasonable term at a fair and reasonable rental as subsequently defined. Moreover, if manufacturer does not locate such a purchaser or lessee within a reasonable time, manufacturer will offer either to purchase or lease dealer's premises at such fair and reasonable purchase price or rental. (c). In establishing fair and reasonable prices for dealer's premises for the purpose of the sale or lease, consideration will be given (i) to the circumstances under which the premises were originally provided by dealer for the performance of this selling agreement or any prior selling agreement of manufacturer; (ii) to the adequacy of the premises for a dealer selling agreement and the length of time such facilities have been used by dealer in the performance of this agreement or any other dealer or distributor selling agreement; and (iii) to the fair appraised value of the premises as determined by the average of the independent appraisals of three qualified real estate appraisers, of whom dealer and manufacturer shall each select one, and the two thus selected shall in turn select the third. Based on these considerations dealer and manufacturer shall agree on a fair and reasonable purchase price and rental value for dealer's premises. (d). Upon receipt of a bona fide offer from a prospective purchaser or a prospective lessee, as the case may be, dealer will sell dealer's premises at the purchase price established as provided above or will lease dealer's premises for a reasonable term at the rental established as provided above. The failure of dealer to accept such a bona fide offer from a prospective purchaser or from a prospective lessee shall constitute a complete release of manufacturer from any obligation to purchase or lease dealer's premises as stated above and any other obligations under this subsection A. (e). Any application for assistance from manufacturer under the provisions of this subsection A must be made to manufacturer in writing within _________ days from the effective date of termination, and if manufacturer does not receive a written application for such assistance within that time, manufacturer shall be released from any and all obligations under this agreement.