LEASE GUARANTY
The undersigned, in order to induce Xxxxxxx X. Xxxxx, an individual
resident of the state of Georgia ("Landlord") to enter into that certain Lease
Agreement (herein so called) dated as of October ___, 1996, between Landlord and
Xxxxxxx Xxxxx Nissan, Inc., a Georgia corporation (the "Company") and a
subsidiary of UAG Atlanta V, Inc., Inc., a Delaware corporation that is wholly
owned by the undersigned, hereby irrevocably guarantees the collection of all
rent and other obligations of the Company now or hereafter existing under the
terms of 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 Landlord in exercising any of its rights, remedies,
powers and privileges hereunder and no course of dealing between Landlord, on
the one hand, and the Company, the undersigned or any other person, on the other
hand, shall be deemed a waiver by Landlord 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 Landlord or the
exercise of any other right, remedy, power or privilege by Landlord. 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 Landlord'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 Landlord 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 Landlord and his 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 Georgia.
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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