**NOW, THEREFORE**, in consideration of the premises and mutual covenants contained herein, theparties hereto agree as follows:     **1. ****Guaranty**. The Guarantor hereby unconditionally, absolutely, continually andirrevocably guarantees to the Administrative Agent for the benefit of the Floorplan Secured Partiesthe payment and performance in full of the Guaranteed Liabilities (as defined below). For allpurposes of this Guaranty Agreement, “Guaranteed Liabilities” means: (a) each New VehicleBorrower’s prompt payment in full, when due or declared due and at all such times, of allObligations and all other amounts pursuant to the terms of the Floorplan Credit Agreement, theNotes, and all other Loan Documents heretofore, now or at any time or times hereafter owing,arising, due or payable from such New Vehicle Borrower to any one or more of the Floorplan SecuredParties, including principal, interest, premiums and fees (including, but not limited to, loan feesand reasonable fees, charges and disbursements of counsel (“Attorney Costs”)); and (b) eachNew Vehicle Borrower’s prompt, full and faithful performance, observance and discharge of each andevery agreement, undertaking, covenant and provision to be performed, observed or discharged bysuch New Vehicle Borrower under the Floorplan Credit Agreement, the Notes and all other LoanDocuments**.**The Guarantor’s obligations to the Floorplan Secured Parties under this GuarantyAgreement are hereinafter collectively referred to as the “Guarantor’s Obligations”.     The Guarantor agrees that it is directly and primarily liable for the Guaranteed Liabilities.     The Guarantor’s Obligations are secured by various Security Instruments referred to in theFloorplan Credit Agreement, including without limitation, the Security Agreement.     **2. ****Payment****.**If any New Vehicle Borrower shall default in payment or performance of anyof the Guaranteed Liabilities, whether principal, interest, premium, fee (including, but notlimited to, loan fees and Attorney Costs), or otherwise, when and as the same shall become due, andafter expiration of any applicable grace period, whether according to the terms of the FloorplanCredit Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuanceof any Event of Default under the Floorplan Credit Agreement, then the Guarantor will, upon demandthereof by the Administrative Agent, fully pay to the Administrative Agent, for the benefit of theFloorplan Secured Parties, subject to any restriction on the Guarantor’s Obligations set forth inSection 1 hereof, an amount equal to all the Guaranteed Liabilities then due and owing.     **3. ****Absolute Rights and Obligations**. This is a guaranty of payment and not ofcollection. The Guarantor’s Obligations under this Guaranty Agreement shall be absolute andunconditional irrespective of, and the Guarantor hereby expressly waives, to the extent permittedby law, any defense to its obligations under this Guaranty Agreement and all Security Instrumentsto which it is a party by reason of:     (a) any lack of legality, validity or enforceability of the Floorplan Credit Agreement,of any of the Notes, of any other Loan Document, or of any other agreement or instrumentcreating, providing security for, or otherwise relating to the Guarantor’s Obligations, anyof the Guaranteed Liabilities, or any other guaranty of any of the
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Guaranteed Liabilities (the Loan Documents and all such other agreements andinstruments being collectively referred to as the “Related Agreements”);     (b) any action taken under any of the Related Agreements, any exercise of any right orpower therein conferred, any failure or omission to enforce any right conferred thereby, orany waiver of any covenant or condition therein provided;     (c) any acceleration of the maturity of any of the Guaranteed Liabilities or of anyother obligations or liabilities of any Person under any of the Related Agreements;     (d) any release, exchange, non-perfection, lapse in perfection, disposal, deteriorationin value, or impairment of any security for any of the Guaranteed Liabilities, or for anyother obligations or liabilities of any Person under any of the Related Agreements;     (e) any dissolution of any Borrower, the Guarantor, any other Loan Party or any otherparty to a Related Agreement, or the combination or consolidation of any New VehicleBorrower, the Guarantor, any other Loan Party or any other party to a Related Agreement intoor with another entity, or any transfer or disposition of any assets of any New VehicleBorrower, the Guarantor, any other Loan Party or any other party to a Related Agreement;     (f) any extension (including without limitation extensions of time for payment),renewal, amendment, restructuring or restatement of, any acceptance of late or partialpayments under, or any change in the amount of any borrowings or any credit facilitiesavailable under, the Floorplan Credit Agreement, any of the Notes or any other Loan Documentor any other Related Agreement, in whole or in part;     (g) the existence, addition, modification, termination, reduction or impairment ofvalue, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities(including without limitation obligations arising under any other Guaranty now or hereafterin effect);     (h) any waiver of, forbearance or indulgence under, or other consent to any change inor departure from any term or provision contained in the Floorplan Credit Agreement, anyother Loan Document or any other Related Agreement, including without limitation any termpertaining to the payment or performance of any of the Guaranteed Liabilities, or any of theobligations or liabilities of any party to any other Related Agreement;     (i) any other circumstance whatsoever (with or without notice to or knowledge of theGuarantor) which may or might in any manner or to any extent vary the risks of theGuarantor, or might otherwise constitute a legal or equitable defense available to, ordischarge of, a surety or a guarantor, including without limitation any right to require orclaim that resort be had to any New Vehicle Borrower or any other Loan Party or to anycollateral in respect of the Guaranteed Liabilities or Guarantor’s Obligations,
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whether arising under North Carolina General Statutes Sections 26-7 and 26-9 or otherwise.It is the express purpose and intent of the parties hereto that this Guaranty Agreement and theGuarantor’s Obligations hereunder shall be absolute and unconditional under any and allcircumstances and shall not be discharged except by payment as herein provided.     **4. ****Currency and Funds of Payment**. All Guarantor’s Obligations will be paid in lawfulcurrency of the United States of America and in immediately available funds, regardless of any law,regulation or decree now or hereafter in effect that might in any manner affect the GuaranteedLiabilities, or the rights of any Floorplan Secured Party with respect thereto as against anyBorrower, or cause or permit to be invoked any alteration in the time, amount or manner of paymentby any Borrower of any or all of the Guaranteed Liabilities.     **5. ****Events of Default**. Without limiting the provisions of Section 2 hereof, inthe event that there shall occur and be continuing an Event of Default, then notwithstanding anycollateral or other security or credit support for the Guaranteed Liabilities, at theAdministrative Agent’s election and without notice thereof or demand therefor, the Guarantor’sObligations shall immediately be and become due and payable.     **6. ****Subordination**. Until this Guaranty Agreement is terminated in accordance withSection 21 hereof, the Guarantor hereby unconditionally subordinates all present and futuredebts, liabilities or obligations now or hereafter owing to the Guarantor (i) of any New VehicleBorrower, to the payment in full of the Guaranteed Liabilities and (ii) of each other Person now orhereafter constituting a Loan Party, to the payment in full of the obligations of such Loan Partyowing to any Floorplan Secured Party and arising under the Loan Documents. All amounts due undersuch subordinated debts, liabilities, or obligations shall, upon the occurrence and during thecontinuance of an Event of Default, be collected and, upon request by the Administrative Agent,paid over forthwith to the Administrative Agent for the benefit of the Floorplan Secured Parties onaccount of the Guaranteed Liabilities, the Guarantor’s Obligations, or such other obligations, asapplicable, and, after such request and pending such payment, shall be held by the Guarantor asagent and bailee of the Floorplan Secured Parties separate and apart from all other funds, propertyand accounts of the Guarantor.     **7. ****Suits**. The Guarantor from time to time shall pay to the Administrative Agent forthe benefit of the Floorplan Secured Parties, on demand, at the Administrative Agent’s Office orsuch other address as the Administrative Agent shall give notice of to the Guarantor, theGuarantor’s Obligations as they become or are declared due, and in the event such payment is notmade forthwith, the Administrative Agent may proceed to suit against the Guarantor. At theAdministrative Agent’s election, one or more and successive or concurrent suits may be broughthereon by the Administrative Agent against the Guarantor, whether or not suit has been commencedagainst any New Vehicle Borrower, any Loan Party or any other Person and whether or not theFloorplan Secured Parties have taken or failed to take any other action to collect all or anyportion of the Guaranteed Liabilities or have taken or failed to take any actions against anycollateral securing payment or performance of all or any portion of the Guaranteed Liabilities, andirrespective of any event, occurrence, or condition described in Section 3 hereof.
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     **8. ****Set-Off and Waiver**. The Guarantor waives any right to assert against any FloorplanSecured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of itsGuarantor’s Obligations, any defense (legal or equitable) or other claim which the Guarantor maynow or at any time hereafter have against any New Vehicle Borrower or any or all of the FloorplanSecured Parties without waiving any additional defenses, set-offs, counterclaims or other claimsotherwise available to the Guarantor. The Guarantor agrees that each Floorplan Secured Party shallhave a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind,or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged,transferred or assigned to such Floorplan Secured Party or otherwise in the possession or controlof such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the accountor benefit of the Guarantor, including any balance of any deposit account or of any credit of theGuarantor with the Floorplan Secured Party, whether now existing or hereafter established, andhereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Defaultat any time or times with or without prior notice to apply such balances or any part thereof tosuch of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amountsas provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposesof this Section 8, all remittances and property shall be deemed to be in the possession ofa Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or byother bailee.     **9. ****Waiver of Notice; Subrogation**.     (a) The Guarantor hereby waives to the extent permitted by law notice of the followingevents or occurrences: (i) acceptance of this Guaranty Agreement; (ii) the Lenders’heretofore, now or from time to time hereafter making Loans and otherwise loaning monies orgiving or extending credit to or for the benefit of any Borrower or any other Loan Party, orotherwise entering into arrangements with any Loan Party giving rise to GuaranteedLiabilities, whether pursuant to the Floorplan Credit Agreement or the Notes or any otherLoan Document or Related Agreement or any amendments, modifications, or supplements thereto,or replacements or extensions thereof; (iii) presentment, demand, default, non-payment,partial payment and protest; and (iv) any other event, condition, or occurrence described inSection 3 hereof. The Guarantor agrees that each Floorplan Secured Party mayheretofore, now or at any time hereafter do any or all of the foregoing in such manner, uponsuch terms and at such times as each Floorplan Secured Party, in its sole and absolutediscretion, deems advisable, without in any way or respect impairing, affecting, reducing orreleasing the Guarantor from its Guarantor’s Obligations, and the Guarantor hereby consentsto each and all of the foregoing events or occurrences.     (b) The Guarantor hereby agrees that payment or performance by the Guarantor of itsGuarantor’s Obligations under this Guaranty Agreement may be enforced by the AdministrativeAgent on behalf of the Floorplan Secured Parties upon demand by the Administrative Agent tothe Guarantor without the Administrative Agent being required, the Guarantor expresslywaiving to the extent permitted by law any right it may have to require the AdministrativeAgent, to (i) prosecute collection or seek to
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enforce or resort to any remedies against any Borrower or any other guarantor of theGuaranteed Liabilities, or (ii) seek to enforce or resort to any remedies with respect toany security interests, Liens or encumbrances granted to the Administrative Agent or anyLender or other party to a Related Agreement by any Borrower or any other Person on accountof the Guaranteed Liabilities or any guaranty thereof, **IT BEING EXPRESSLY UNDERSTOOD,ACKNOWLEDGED AND AGREED TO BY THE GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BEMADE BY THE ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVEAGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDERTHE FLOORPLAN CREDIT AGREEMENT.**     (c) The Guarantor further agrees with respect to this Guaranty Agreement that it shallhave no right of subrogation, reimbursement, contribution or indemnity, nor any right ofrecourse to security for the Guaranteed Liabilities unless and until 93 days immediatelyfollowing the Facility Termination Date shall have elapsed without the filing orcommencement, by or against any Loan Party, of any state or federal action, suit, petitionor proceeding seeking any reorganization, liquidation or other relief or arrangement inrespect of creditors of, or the appointment of a receiver, liquidator, trustee orconservator in respect to, such Loan Party or its assets. This waiver is expressly intendedto prevent the existence of any claim in respect to such subrogation, reimbursement,contribution or indemnity by the Guarantor against the estate of any other Loan Party withinthe meaning of Section 101 of the Bankruptcy Code, in the event of a subsequent caseinvolving any other Loan Party. If an amount shall be paid to the Guarantor on account ofsuch rights at any time prior to termination of this Guaranty Agreement in accordance withthe provisions of Section 21 hereof, such amount shall be held in trust for thebenefit of the Floorplan Secured Parties and shall forthwith be paid to the AdministrativeAgent, for the benefit of the Floorplan Secured Parties, to be credited and applied upon theGuarantor’s Obligations, whether matured or unmatured, in accordance with the terms of theFloorplan Credit Agreement or otherwise as the Floorplan Secured Parties may elect. Theagreements in this subsection shall survive repayment of all of the Guarantor’s Obligations,the termination or expiration of this Guaranty Agreement in any manner, including but notlimited to termination in accordance with Section 21 hereof, and occurrence of theFacility Termination Date.     **10. ****Effectiveness; Enforceability**. This Guaranty Agreement shall be effective as ofthe date first above written and shall continue in full force and effect until termination inaccordance with Section 21 hereof. Any claim or claims that the Floorplan Secured Partiesmay at any time hereafter have against the Guarantor under this Guaranty Agreement may be assertedby the Administrative Agent on behalf of the Floorplan Secured Parties by written notice directedto the Guarantor in accordance with Section 23 hereof.     **11. ****Representations and Warranties**. The Guarantor warrants and represents to theAdministrative Agent, for the benefit of the Floorplan Secured Parties, that it is duly authorizedto execute and deliver this Guaranty Agreement, and to perform its obligations under this GuarantyAgreement, that this Guaranty Agreement has been duly executed and delivered on
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behalf of the Guarantor by its duly authorized representatives; that this Guaranty Agreementis legal, valid, binding and enforceable against the Guarantor in accordance with its terms exceptas enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similarlaws affecting the enforcement of creditors’ rights generally and by general equitable principles;and that the Guarantor’s execution, delivery and performance of this Guaranty Agreement does notviolate or constitute a breach of any of its Organizational Documents, any agreement or instrumentto which the Guarantor is a party, or any law, order, regulation, decree or award of anygovernmental authority or arbitral body to which it or its properties or operations is subject.     **12. ****Expenses**. The Guarantor agrees to be jointly and severally liable for the paymentof all reasonable fees and expenses, including Attorney Costs, incurred by any Floorplan SecuredParty in connection with the enforcement of this Guaranty Agreement, whether or not suit bebrought.     **13. ****Reinstatement**. The Guarantor agrees that this Guaranty Agreement shall continueto be effective or be reinstated, as the case may be, at any time payment received by any FloorplanSecured Party in respect of any Guaranteed Liabilities is rescinded or must be restored for anyreason, or is repaid by any Floorplan Secured Party in whole or in part in good faith settlement ofany pending or threatened avoidance claim.     **14. ****Attorney-in-Fact**. To the extent permitted by law, the Guarantor hereby appointsthe Administrative Agent, for the benefit of the Floorplan Secured Parties, as the Guarantor’sattorney-in-fact for the purposes of carrying out the provisions of this Guaranty Agreement andtaking any action and executing any instrument which the Administrative Agent may deem necessary oradvisable to accomplish the purposes hereof, which appointment is coupled with an interest and isirrevocable; provided, that the Administrative Agent shall have and may exercise rightsunder this power of attorney only upon the occurrence and during the continuance of an Event ofDefault.     **15. ****Reliance**. The Guarantor represents and warrants to the Administrative Agent, forthe benefit of the Floorplan Secured Parties, that: (a) the Guarantor has adequate means to obtainon a continuing basis (i) from any New Vehicle Borrower, information concerning the Loan Partiesand the Loan Parties’ financial condition and affairs and (ii) from other reliable sources, suchother information as it deems material in deciding to provide this Guaranty Agreement (“OtherInformation”), and has full and complete access to the Loan Parties’ books and records and tosuch Other Information; (b) the Guarantor is not relying on any Floorplan Secured Party or its ortheir employees, directors, agents or other representatives or Affiliates, to provide any suchinformation, now or in the future; (c) the Guarantor has been furnished with and reviewed the termsof the Floorplan Credit Agreement and such other Loan Documents and Related Agreements as it hasrequested, is executing this Guaranty Agreement freely and deliberately, and understands theobligations and financial risk undertaken by providing this Guaranty Agreement; (d) the Guarantorhas relied solely on the Guarantor’s own independent investigation, appraisal and analysis of eachNew Vehicle Borrower, each New Vehicle Borrower’s financial condition and affairs, the “OtherInformation”, and such other matters as it deems material in deciding to provide this GuarantyAgreement and is fully aware of the same; and (e) the Guarantor has not depended or relied on anyFloorplan Secured Party or its or their
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employees, directors, agents or other representatives or Affiliates, for any informationwhatsoever concerning any New Vehicle Borrower or any New Vehicle Borrower’s financial conditionand affairs or any other matters material to the Guarantor’s decision to provide this GuarantyAgreement, or for any counseling, guidance, or special consideration or any promise therefor withrespect to such decision. The Guarantor agrees that no Floorplan Secured Party has any duty orresponsibility whatsoever, now or in the future, to provide to the Guarantor any informationconcerning any New Vehicle Borrower or any New Vehicle Borrower’s financial condition and affairs,or any Other Information, other than as expressly provided herein, and that, if the Guarantorreceives any such information from any Floorplan Secured Party or its or their employees,directors, agents or other representatives or Affiliates, the Guarantor will independently verifythe information and will not rely on any Floorplan Secured Party or its or their employees,directors, agents or other representatives or Affiliates, with respect to such information.     **16. ****Rules of Interpretation**. The rules of interpretation contained in Sections1.02 and 1.05 of the Floorplan Credit Agreement shall be applicable to this GuarantyAgreement and are hereby incorporated by reference. All representations and warranties containedherein shall survive the delivery of documents and any extension of credit referred to herein orguaranteed hereby.     **17. ****Entire Agreement**. This Guaranty Agreement, together with the Floorplan CreditAgreement and other Loan Documents, constitutes and expresses the entire understanding between theparties hereto with respect to the subject matter hereof, and supersedes all prior negotiations,agreements, understandings, inducements, commitments or conditions, express or implied, oral orwritten, except as herein contained. The express terms hereof control and supersede any course ofperformance or usage of the trade inconsistent with any of the terms hereof. Except as provided inSection 21, neither this Guaranty Agreement nor any portion or provision hereof or thereofmay be changed, altered, modified, supplemented, discharged, canceled, terminated, or amendedorally or in any manner other than as provided in the Floorplan Credit Agreement.     **18. ****Binding Agreement; Assignment**. This Guaranty Agreement and the terms, covenantsand conditions hereof shall be binding upon and inure to the benefit of the parties hereto, and totheir respective heirs, legal representatives, successors and assigns; provided,however, that the Guarantor shall not be permitted to assign any of its rights, powers,duties or obligations under this Guaranty Agreement or any other interest herein or therein withoutthe prior written consent of the Administrative Agent. Without limiting the generality of theforegoing sentence of this Section 18, any Lender may assign to one or more Persons, orgrant to one or more Persons participations in or to, all or any part of its rights and obligationsunder the Floorplan Credit Agreement (to the extent permitted by the Floorplan Credit Agreement);and to the extent of any such permitted assignment or participation such other Person shall, to thefullest extent permitted by law, thereupon become vested with all the benefits in respect thereofgranted to such Lender herein or otherwise, subject however, to the provisions of the FloorplanCredit Agreement, including Article IX thereof (concerning the Administrative Agent) andSection 10.06 thereof concerning assignments and participations. All references herein tothe Administrative Agent shall include any successor thereof.
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     **19. ****Severability****.**The provisions of this Guaranty Agreement are independent of andseparable from each other. If any provision hereof shall for any reason be held invalid orunenforceable, such invalidity or unenforceability shall not affect the validity or enforceabilityof any other provision hereof, but this Guaranty Agreement shall be construed as if such invalid orunenforceable provision had never been contained herein.     **20. ****Counterparts****.**This Guaranty Agreement may be executed in any number ofcounterparts each of which when so executed and delivered shall be deemed an original, and it shallnot be necessary in making proof of this Guaranty Agreement to produce or account for more than onesuch counterpart executed by the Guarantor. Without limiting the foregoing provisions of thisSection 20, the provisions of Section 10.10 of the Floorplan Credit Agreement shallbe applicable to this Guaranty Agreement.     **21. ****Termination****.**Subject to reinstatement pursuant to Section 13 hereof, thisGuaranty Agreement, and all of the Guarantor’s Obligations hereunder (excluding those Guarantor’sObligations relating to Guaranteed Liabilities that expressly survive such termination) shallterminate on the Facility Termination Date.     **22. ****Remedies Cumulative; Late Payments****.**All remedies hereunder are cumulative and arenot exclusive of any other rights and remedies of the Administrative Agent or any other FloorplanSecured Party provided by law or under the Floorplan Credit Agreement, the other Loan Documents orother applicable agreements or instruments. The making of the Loans and other credit extensionspursuant to the Floorplan Credit Agreement and other Related Agreements shall be conclusivelypresumed to have been made or extended, respectively, in reliance upon the Guarantor’s guaranty ofthe Guaranteed Liabilities pursuant to the terms hereof. Any amounts not paid when due under thisGuaranty Agreement shall bear interest at the Default Rate.     **23. ****Notices****.**Any notice required or permitted hereunder shall be given, (a) withrespect to the Guarantor, at its address indicated in Schedule 10.02 of the FloorplanCredit Agreement and (b) with respect to the Administrative Agent or any other Floorplan SecuredParty, at the Administrative Agent’s address indicated in Schedule 10.02 of the FloorplanCredit Agreement. All such addresses may be modified, and all such notices shall be given andshall be effective, as provided in Section 10.02 of the Floorplan Credit Agreement for thegiving and effectiveness of notices and modifications of addresses thereunder.     **24. ****Governing Law; Venue; Waiver of Jury Trial****.**     **(a) THIS GUARANTY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THELAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLYPERFORMED, IN SUCH STATE.**     **(b) THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,ACTION OR PROCEEDING**
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**ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR THE TRANSACTIONS CONTEMPLATEDHEREIN OR THEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN MECKLENBURGCOUNTY, STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERYOF THIS GUARANTY AGREEMENT, THE GUARANTOR EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW ORHEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITSPROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND THE GUARANTOR HEREBYIRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT INANY SUCH SUIT, ACTION OR PROCEEDING.**     **(c) THE GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF ACOPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION ORPROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS FOR NOTICESTO THE GUARANTOR IN EFFECT PURSUANT TO****SECTION 24****HEREOF, OR BY ANY OTHER METHOD OFSERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NORTH CAROLINA.**     **(d) NOTHING CONTAINED IN SUBSECTIONS (b) or (c) HEREOF SHALL PRECLUDE THEADMINISTRATIVE AGENT FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATINGTO THIS GUARANTY AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY JURISDICTIONWHERE THE GUARANTOR OR ANY OF THE GUARANTOR’S PROPERTY OR ASSETS MAY BE FOUND OR LOCATED.TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE GUARANTORHEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, INRESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTIONOVER IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BEAVAILABLE UNDER APPLICABLE LAW.**     **(e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER ORRELATED TO THIS GUARANTY AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENTDELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH, THE GUARANTOR ANDTHE ADMINISTRATIVE AGENT ON BEHALF OF THE FLOORPLAN SECURED PARTIES HEREBY AGREE, TO THEEXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE TRIEDBEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTEDBY APPLICABLE**
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**LAW, ANY RIGHT ANY SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION, SUIT ORPROCEEDING.**     **(f) THE GUARANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE THAT ANY COURT TOWHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS HEREOF IS AN INCONVENIENT FORUM.***[Signature page follows.]*
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     **IN WITNESS WHEREOF**, the parties hereto have duly executed and delivered this GuarantyAgreement as of the day and year first written above.      **GUARANTOR  :**