Guaranty Agreement, andthe Floorplan Secured Parties are unwilling to extend and maintain the credit facilities providedunder the Loan Documents unless the Guarantors enter into this Guaranty Agreement;     **NOW, THEREFORE**, in consideration of the premises and mutual covenants contained herein, theparties hereto agree as follows:     **1. ****Guaranty**. Each Guarantor hereby jointly and severally, unconditionally,absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit ofthe Floorplan Secured Parties the payment and performance in full of the Guaranteed Liabilities (asdefined below). For all purposes of this Guaranty Agreement, “Guaranteed Liabilities”means: (a) each Borrower’s prompt payment in full, when due or declared due and at all such times,of all Obligations and all other amounts pursuant to the terms of the Floorplan Credit Agreement,the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing,arising, due or payable from any Borrower to any one or more of the Floorplan Secured Parties,including principal, interest, premiums and fees (including, but not limited to, loan fees andreasonable fees, charges and disbursements of counsel (“Attorney Costs”)); and (b) eachBorrower’s prompt, full and faithful performance, observance and discharge of each and everyagreement, undertaking, covenant and provision to be performed, observed or discharged by suchBorrower under the Floorplan Credit Agreement, the Notes and all other Loan Documents. TheGuarantors’ obligations to the Floorplan Secured Parties under this Guaranty Agreement arehereinafter collectively referred to as the “Guarantors’ Obligations” and, with respect toeach Guarantor individually, the “Guarantor’s Obligations”. Notwithstanding the foregoing,the liability of each Guarantor individually with respect to its Guarantor’s Obligations shall belimited to an aggregate amount equal to the largest amount that would not render its obligationshereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or anycomparable provisions of any applicable state law.     Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subjectto the limitation in the immediately preceding sentence) for the Guaranteed Liabilities.     The Guarantors’ Obligations are secured by various Security Instruments referred to in theFloorplan Credit Agreement, including without limitation, the Security Agreement.     **2. ****Payment****.**If any Borrower shall default in payment or performance of any of theGuaranteed Liabilities, whether principal, interest, premium, fee (including, but not limited to,loan fees and Attorney Costs), or otherwise, when and as the same shall become due, and afterexpiration of any applicable grace period, whether according to the terms of the Floorplan CreditAgreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of anyEvent of Default under the Floorplan Credit Agreement, then any or all of the Guarantors will, upondemand thereof by the Administrative Agent, fully pay to the Administrative Agent, for the benefitof the Floorplan Secured Parties, subject to any restriction on each Guarantor’s Obligations setforth in Section 1 hereof, an amount equal to all the Guaranteed Liabilities then due andowing.
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     **3. ****Absolute Rights and Obligations**. This is a guaranty of payment and not ofcollection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several,absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to theextent permitted by law, any defense to its obligations under this Guaranty Agreement and allSecurity Instruments to 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 any of the Guarantors’Obligations, any of the Guaranteed Liabilities, or any other guaranty of any of theGuaranteed Liabilities (the Loan Documents and all such other agreements and instrumentsbeing 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, of theGuarantor’s Obligations of any other Guarantor, or of any other obligations or liabilitiesof 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, for any ofthe Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities ofany Person under any of the Related Agreements;     (e) any dissolution of any Borrower or any Guarantor or any other party to a RelatedAgreement, or the combination or consolidation of any Borrower or any Guarantor or any otherparty to a Related Agreement into or with another entity or anytransfer or disposition of any assets of any Borrower or any Guarantor or any other party toa 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 the Guarantor’s Obligations of any other Guarantor andobligations arising under any other Guaranty now or hereafter in 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
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without limitation any termpertaining to the payment or performance of any of the Guaranteed Liabilities, any of theGuarantor’s Obligations of any other Guarantor, or any of the obligations or liabilities ofany party to any other Related Agreement;     (i) any other circumstance whatsoever (with or without notice to or knowledge of anyGuarantor) which may or might in any manner or to any extent vary the risks of suchGuarantor, 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 Borrower or any other Loan Party or to any collateral inrespect of the Guaranteed Liabilities or Guarantors’ Obligations, whether arising underNorth 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 theGuarantors’ Obligations hereunder and under each Joinder Agreement shall be absolute andunconditional under any and all circumstances and shall not be discharged except by payment asherein provided.     **4. ****Currency and Funds of Payment**. All Guarantors’ 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 Guarantors’Obligations shall immediately be and become due and payable.     **6. ****Subordination**. Until this Guaranty Agreement is terminated in accordance withSection 21 hereof, each Guarantor hereby unconditionally subordinates all present andfuture debts, liabilities or obligations now or hereafter owing to such Guarantor (i) of anyBorrower, to the payment in full of the Guaranteed Liabilities, (ii) of every other Guarantor (an“obligated guarantor”), to the payment in full of the Guarantors’ Obligations of such obligatedguarantor, and (iii) of each other Person now or hereafter constituting a Loan Party, to thepayment in full of the obligations of such Loan Party owing to any Floorplan Secured Party andarising under the Loan Documents. All amounts due under such subordinated debts, liabilities, orobligations shall, upon the occurrence and during the continuance of an Event of Default, becollected and, upon request by the Administrative Agent, paid over forthwith to the AdministrativeAgent for the benefit of the Floorplan Secured Parties on account of the Guaranteed Liabilities,the Guarantors’ Obligations, or such other obligations, as applicable, and, after such request andpending such payment, shall be held by such Guarantor as agent and bailee of the Floorplan SecuredParties separate and apart from all other funds, property and accounts of such Guarantor.
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     **7. ****Suits**. Each 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 such Guarantor, theGuarantors’ 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 any one or more or all of theGuarantors. At the Administrative Agent’s election, one or more and successive or concurrent suitsmay be brought hereon by the Administrative Agent against any one or more or all of the Guarantors,whether or not suit has been commenced against any Borrower, any other Guarantor, or any otherPerson and whether or not the Floorplan Secured Parties have taken or failed to take any otheraction to collect all or any portion of the Guaranteed Liabilities or have taken or failed to takeany actions against any collateral securing payment or performance of all or any portion of theGuaranteed Liabilities, and irrespective of any event, occurrence, or condition described inSection 3 hereof.     **8. ****Set-Off and Waiver**. Each Guarantor waives any right to assert against anyFloorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respectof its Guarantor’s Obligations, any defense (legal or equitable) or other claim which suchGuarantor may now or at any time hereafter have against any Borrower or any or all of the FloorplanSecured Parties without waiving any additional defenses, set-offs, counterclaims or other claimsotherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Partyshall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of anykind, 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 such Guarantor, including any balance of any deposit account or of any credit of suchGuarantor 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 Agreementor otherwise as they may elect. For the purposes of this Section 8, all remittancesand property shall be deemed to be in the possession of a Floorplan Secured Party as soon as thesame may be put in transit to it by mail or carrier or by other bailee.     **9. ****Waiver of Notice; Subrogation**.     (a) Each 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. Each Guarantor
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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 such Guarantor from its Guarantor’s Obligations, and each Guarantor herebyconsents to each and all of the foregoing events or occurrences.     (b) Each Guarantor hereby agrees that payment or performance by such 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 tosuch Guarantor without the Administrative Agent being required, such Guarantor expresslywaiving to the extent permitted by law any right it may have to require the AdministrativeAgent, to (i) prosecute collection or seek to enforce or resort to any remedies against anyBorrower or any other Guarantor or any other guarantor of the Guaranteed Liabilities, or(ii) seek to enforce or resort to any remedies with respect to any security interests, Liensor encumbrances granted to the Administrative Agent or any Lender or other party to aRelated Agreement by any Borrower, any other Guarantor or any other Person on account of theGuaranteed Liabilities or any guaranty thereof, **IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGEDAND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THEADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT,EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THEFLOORPLAN CREDIT AGREEMENT.**     (c) Each 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 filingor commencement, by or against any Loan Party, of any state or federal action, suit,petition or proceeding seeking any reorganization, liquidation or other relief orarrangement in respect of creditors of, or the appointment of a receiver, liquidator,trustee or conservator in respect to, such Loan Party or its assets. This waiver isexpressly intended to prevent the existence of any claim in respect to such subrogation,reimbursement, contribution or indemnity by any Guarantor against the estate of any otherLoan Party within the meaning of Section 101 of the Bankruptcy Code, in the event of asubsequent case involving any other Loan Party. If an amount shall be paid to any Guarantoron account of such rights at any time prior to termination of this Guaranty Agreement inaccordance with the provisions of Section 21 hereof, such amount shall be held intrust for the benefit of the Floorplan Secured Parties and shall forthwith be paid to theAdministrative Agent, for the benefit of the Floorplan Secured Parties, to be credited andapplied upon the Guarantors’ Obligations, whether matured or unmatured, in accordance withthe terms of the Floorplan Credit Agreement or otherwise as the Floorplan Secured Partiesmay elect. The agreements in this subsection shall survive repayment of all of theGuarantors’ Obligations, the termination or expiration of this
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Guaranty Agreement in anymanner, including but not limited to termination in accordance with Section 21hereof, and occurrence of the Facility 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 a Guarantor under this Guaranty Agreement may be asserted bythe Administrative Agent on behalf of the Floorplan Secured Parties by written notice directed tosuch Guarantor in accordance with Section 23 hereof.     **11. ****Representations and Warranties**. Each 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 (or the Joinder Agreement to which it is a party, asapplicable), and to perform its obligations under this Guaranty Agreement, that this GuarantyAgreement (or the Joinder Agreement to which it is a party, as applicable) has been duly executedand delivered on behalf of such Guarantor by its duly authorized representatives; that thisGuaranty Agreement (and any Joinder Agreement to which such Guarantor is a party) is legal, valid,binding and enforceable against such Guarantor in accordance with its terms except asenforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting the enforcement of creditors’ rights generally and by general equitable principles; andthat such Guarantor’s execution, delivery and performance of this Guaranty Agreement (and anyJoinder Agreement to which such Guarantor is a party) do not violate or constitute a breach of anyof its Organizational Documents, any agreement or instrument to which such Guarantor is a party, orany law, order, regulation, decree or award of any governmental authority or arbitral body to whichit or its properties or operations is subject.     **12. ****Expenses**. Each Guarantor agrees to be jointly and severally liable for thepayment of all reasonable fees and expenses, including Attorney Costs, incurred by any FloorplanSecured Party in connection with the enforcement of this Guaranty Agreement, whether or not suit bebrought.     **13. ****Reinstatement**. Each 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, each Guarantor hereby appointsthe Administrative Agent, for the benefit of the Floorplan Secured Parties, as such 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.
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     **15. ****Reliance**. Each Guarantor represents and warrants to the Administrative Agent, forthe benefit of the Floorplan Secured Parties, that: (a) such Guarantor has adequate means toobtain on a continuing basis (i) from any Borrower, information concerning the Loan Parties and theLoan Parties’ financial condition and affairs and (ii) from other reliable sources, such otherinformation as it deems material in deciding to provide this Guaranty Agreement and any JoinderAgreement (“Other Information”), and has full and complete access to the Loan Parties’books and records and to such Other Information; (b) such Guarantor is not relying on any FloorplanSecured Party or its or their employees, directors, agents or other representatives or Affiliates,to provide any such information, now or in the future; (c) such Guarantor has been furnished withand reviewed the terms of the Floorplan Credit Agreement and such other Loan Documents and RelatedAgreements as it has requested, is executing this Guaranty Agreement (or the Joinder Agreement towhich it is a party, as applicable) freely and deliberately, and understands the obligations andfinancial risk undertaken by providing this Guaranty Agreement (and any Joinder Agreement); (d)such Guarantor has relied solely on the Guarantor’s own independent investigation, appraisal andanalysis of each Loan Party, each Loan Party’s financial condition and affairs, the “OtherInformation”, and such other matters as it deems material in deciding to provide this GuarantyAgreement (and any Joinder Agreement) and is fully aware of the same; and (e) such Guarantor hasnot depended or relied on any Floorplan Secured Party or its or their employees, directors, agentsor other representatives or Affiliates, for any information whatsoever concerning any Loan Party orany Loan Party’s financial condition and affairs or any other matters material to such Guarantor’sdecision to provide this Guaranty Agreement (and any Joinder Agreement), or for any counseling,guidance, or special consideration or any promise therefor with respect to such decision. EachGuarantor agrees that no Floorplan Secured Party has any duty or responsibility whatsoever, now orin the future, to provide to such Guarantor any information concerning any Loan Party or any LoanParty’s financial condition and affairs, or any Other Information, other than as expressly providedherein, and that, if such Guarantor receives any such information from any Floorplan Secured Partyor its or their employees, directors, agents or other representatives or Affiliates, such Guarantorwill independently verify the information and will not rely on any Floorplan Secured Party or itsor their employees, directors, agents or other representatives or Affiliates, with respect to suchinformation.     **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 each Joinder Agreement and are hereby incorporated by reference. All representationsand warranties contained herein shall survive the delivery of documents and any extension of creditreferred to herein or guaranteed hereby.     **17. ****Entire Agreement**. This Guaranty Agreement and each Joinder Agreement, togetherwith the Floorplan Credit Agreement and other Loan Documents, constitutes and expresses the entireunderstanding between the parties hereto with respect to the subject matter hereof, and supersedesall prior negotiations, agreements, understandings, inducements, commitments or conditions, expressor implied, oral or written, except as herein contained. The express terms hereof control andsupersede any course of performance or usage of the trade inconsistent with any of the termshereof. Except as provided in Section 21, neither this Guaranty Agreement nor any JoinderAgreement nor any portion or provision hereof or thereof
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may be changed, altered, modified,supplemented, discharged, canceled, terminated, or amended orally or in any manner other than asprovided in the Floorplan Credit Agreement.     **18. ****Binding Agreement; Assignment**. This Guaranty Agreement, each Joinder Agreementand the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to thebenefit of the parties hereto and thereto, and to their respective heirs, legal representatives,successors and assigns; provided, however, that no Guarantor shall be permitted toassign any of its rights, powers, duties or obligations under this Guaranty Agreement, any JoinderAgreement or any other interest herein or therein without the prior written consent of theAdministrative Agent. Without limiting the generality of the foregoing sentence of thisSection 18, any Lender may assign to one or more Persons, or grant to one or more Personsparticipations in or to, all or any part of its rights and obligations under the Floorplan CreditAgreement (to the extent permitted by the Floorplan Credit Agreement); and to the extent of anysuch permitted assignment or participation such other Person shall, to the fullest extent permittedby law, thereupon become vested with all the benefits in respect thereof granted to such Lenderherein or otherwise, subject however, to the provisions of the Floorplan Credit Agreement,including Article IX thereof (concerning the Administrative Agent) and Section10.06 thereof concerning assignments and participations. All references herein to theAdministrative Agent shall include any successor thereof.     **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 Guarantors against whom enforcement is sought.Without limiting the foregoing provisions of this Section 20, the provisions of Section10.10 of the Floorplan Credit Agreement shall be applicable to this Guaranty Agreement.     **21. ****Termination****.**Subject to reinstatement pursuant to Section 13 hereof, thisGuaranty Agreement and each Joinder Agreement, and all of the Guarantors’ Obligations hereunder(excluding those Guarantors’ obligations relating to Guaranteed Liabilities that expressly survivesuch termination) shall terminate 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 each Guarantor’s guaranty ofthe Guaranteed Liabilities pursuant to the terms
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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 or under any JoinderAgreement shall be given, (a) with respect to each Guarantor, at the address of the Companyindicated in Schedule 10.02 of the Floorplan Credit Agreement and (b) with respect to theAdministrative Agent or any other Floorplan Secured Party, at the Administrative Agent’s addressindicated in Schedule 10.02 of the Floorplan Credit Agreement. All such addresses may bemodified, and all such notices shall be given and shall be effective, as provided in Section10.02 of the Floorplan Credit Agreement for the giving and effectiveness of notices andmodifications of addresses thereunder.     **24. ****Joinder****.**Each Person who shall at any time execute and deliver to theAdministrative Agent a Joinder Agreement and who is identified therein as a “Guarantor” shallthereupon irrevocably, absolutely and unconditionally become a party hereto and obligated hereunderas a Guarantor, and all references herein and in the other Loan Documents to the Guarantors or tothe parties to this Guaranty Agreement shall be deemed to include such Person as a Guarantorhereunder.     **25. ****Governing Law; Venue; Waiver of Jury Trial****.**     **(a) THIS GUARANTY AGREEMENT AND EACH JOINDER AGREEMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TOCONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.**     **(b) EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT,ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR ANY JOINDERAGREEMENT OR THE TRANSACTIONSCONTEMPLATED HEREIN OR THEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTINGMECKLENBURG COUNTY, STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA AND, BY THE EXECUTIONAND DELIVERY OF THIS GUARANTY AGREEMENT OR A JOINDER AGREEMENT, SUCH GUARANTOR EXPRESSLYWAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THEEXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT,ACTION OR PROCEEDING, AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS GENERALLY ANDUNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION ORPROCEEDING.**     **(c) EACH 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,**
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**ACTION ORPROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS FOR NOTICESTO SUCH GUARANTOR IN EFFECT PURSUANT TO****SECTION 23****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 JOINDER AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTSOF ANY JURISDICTION WHERE ANY GUARANTOR OR ANY OF SUCH GUARANTOR’S PROPERTY OR ASSETS MAY BEFOUND OR LOCATED. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION,EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT ANDEXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO THEEXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICHNOW OR HEREAFTER MAY BE AVAILABLE 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 JOINDER AGREEMENT OR ANY AMENDMENT, INSTRUMENT,DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTIONTHEREWITH, EACH GUARANTOR AND THE ADMINISTRATIVE AGENT ON BEHALF OF THE FLOORPLAN SECUREDPARTIES HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUITOR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLYWAIVE, TO THE EXTENTPERMITTED BY APPLICABLE LAW, ANY RIGHT ANY SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCHACTION, SUIT OR PROCEEDING.**     **(f) EACH 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.     **GUARANTORS****:**   **FAA CONCORDH, INC.**  **FAA LASVEGAS H, INC.**  **FAA POWAYH, INC.**  **FAA SANTAMONICA V, INC.**  **FAASERRAMONTE H, INC.**  **FAASERRAMONTE, INC.**  **FAA STEVENSCREEK, INC.**  **FRANCISCAN MOTORS, INC.**  **KRAMER MOTORS INCORPORATED**  **SAICOLUMBUS MOTORS, LLC**  **SAICOLUMBUS VWK, LLC**  **SAI FORTMYERS H, LLC**  **SAI FORTMYERS VW, LLC**  **SAIIRONDALE IMPORTS, LLC**  **SAIMONTGOMERY CH, LLC**  **SAINASHVILLE H, LLC**  **SAINASHVILLE MOTORS, LLC**  **SAIOKLAHOMA CITY H, LLC**  **SAI TULSAN, LLC**  **SANTA CLARAIMPORTED CARS, INC.**  **SONIC —2185 CHAPMAN RD., CHATTANOOGA, LLC**  **SONIC —HARBOR CITY H, INC.**  **SONIC —SHOTTENKIRK, INC.**  **SONICAUTOMOTIVE — 9103 E. INDEPENDENCE, NC, LLC**  **SONICAUTOMOTIVE 5260 PEACHTREE INDUSTRIAL BLVD., LLC**  **SONIC FREMONT, INC.**  **SONIC TYSONS CORNER H, INC.**  **SONIC TYSONS CORNER INFINITI, INC.**  **SONIC-BUENA PARK H, INC.**  **SONIC-CALABASAS A, INC.**  **SONIC-CAPITOL IMPORTS, INC.**  **SONIC-VOLVO LV, LLC**  **WINDWARD, INC.**         By:                /s/ DAVID P. COSPER    Name: David P. Cosper   Title:   Vice President and Treasurer SUBSIDIARY GUARANTY AGREEMENT