LEASE GUARANTY
The undersigned, in order to induce Standefer Investment Company, a
Tennessee Limited Partnership ("SIC") to enter into that certain Lease Agreement
(herein so called) dated as of October ___, 1996, between SIC and Standefer
Motor Sales, Inc., a Tennessee corporation d/b/a Standefer Nissan (the
"Company"), a Tennessee corporation and a subsidiary of UAG Tennessee, Inc., a
Delaware corporation that is wholly owned by the undersigned, hereby
unconditionally and irrevocably guarantees the payment of any amounts required
to be paid by the Company and the performance of all other obligations of the
Company under the Lease Agreement.
The undersigned hereby waives presentment, protest, notice of dishonor,
extension of time of payment and notice of acceptance of this Guaranty and
hereby consents to any and all forbearances and extensions of time of payment of
the obligations guaranteed hereby and to any and all of the changes in the
terms, covenants and conditions thereof hereafter made or guaranteed.
No delay or omission by SIC in exercising any of its rights, remedies,
powers and privileges hereunder and no course of dealing between SIC, on the one
hand, and the Company, the undersigned or any other person, on the other hand,
shall be deemed a waiver by SIC of any of its rights, remedies, powers and
privileges, even if such delay or omission is continuous and repeated; nor shall
any single or partial exercise of any right, remedy, power or privilege preclude
any other or further exercise thereof by SIC or the exercise of any other right,
remedy, power or privilege by SIC. No notice or demand on the Company, the
undersigned or any other person in any instance shall entitle the Company, the
undersigned or any other person to any other or further notice or demand in
similar or other circumstances or constitute a waiver of SIC's right to any
other or further action in any circumstances without notice or demand.
This Guaranty shall remain in full force and effect, and the undersigned
shall continue to be liable for the payment of the obligations under the Lease
Agreement in accordance with the terms of the Lease Agreement and this Guaranty,
notwithstanding the commencement of any bankruptcy, reorganization or other
debtor relief proceedings by or against the Company, and notwithstanding any
modification, discharge or extension of the obligations under the Lease
Agreement, any modification or amendment of the Lease Agreement, or any stay of
the exercise by SIC of any of its rights and remedies against the Company with
respect to any of the obligations under the Lease Agreement.
Whenever possible, each provision of the Guaranty shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of the Guaranty shall be prohibited by or be invalid under such law,
such provisions shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.
This Guaranty shall inure to the benefit of SIC and its successors and
assigns, and shall be binding upon the undersigned and its successors and
assigns. This instrument constitutes the entire agreement as to the subject
matter contemplated hereby.
This instrument shall be governed by the laws of the State of Tennessee.
WITNESS the undersigned's signature as of the _____ day of October, 1996.
UNITED AUTO GROUP, INC.
a Delaware Corporation
By:
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Its:
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