SUMMONS, NOTICES AND DOCUMENTS OUT OF ANY OF THE NEW YORK COURTS IN ANY
SUCH ACTION, SUIT OR PROCEEDING BY SERVING A COPY THEREOF UPON THE AGENT FOR
SERVICE OF PROCESS REFERRED TO IN THIS SECTION 19(c) (WHETHER OR NOT THE
APPOINTMENT OF SUCH AGENT SHALL FOR ANY REASON PROVE TO BE INEFFECTIVE OR SUCH
AGENT SHALL ACCEPT OR ACKNOWLEDGE SUCH SERVICE). EACH GUARANTOR FURTHER AGREES
THAT SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS
AND COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR
BY REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS FOR NOTICES TO
SUCH GUARANTOR IN EFFECT PURSUANT TO SECTION 18 HEREOF OR TO AUTONATION, INC. AS
DESIGNEE, APPOINTEE AND AGENT AS PROVIDED HEREIN TO ITS ADDRESS SET FORTH ABOVE,
OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN
EFFECT IN THE STATE OF NEW YORK.
(d)
IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES
UNDER OR RELATED TO THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION
THEREWITH, EACH GUARANTOR HEREBY AGREES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED
Ex. D-3
BY APPLICABLE LAW, ANY RIGHT ANY SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY
SUCH ACTION, SUIT OR PROCEEDING.
(e)
EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY EXPRESSLY WAIVES
ANY OBJECTION IT MAY HAVE THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED
PURSUANT TO THE TERMS HEREOF IS AN INCONVENIENT FORUM.
(f)
IT IS ACKNOWLEDGED, UNDERSTOOD AND AGREED THAT (EXCEPT TO THE EXTENT THE
RESPECTIVE MANUFACTURER WAIVES ANY OF THE TERMS OF A MANUFACTURER CONSENT SET
FORTH ON THE ATTACHED SCHEDULE A (EACH, A "MANUFACTURER CONSENT" AND
COLLECTIVELY, THE "MANUFACTURER CONSENTS") OR A MANUFACTURER CONSENT IS
TERMINATED OR CEASES TO BE IN EFFECT): (A) THE EXERCISE BY THE GUARANTIED
PARTIES OF REMEDIES UNDER THIS GUARANTEE WILL BE SUBJECT TO THE TERMS OF THE
MANUFACTURER CONSENTS, (B) IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE
MANUFACTURER CONSENTS AND THE TERMS OF THIS GUARANTEE, THE TERMS OF THE
MANUFACTURER CONSENTS WILL CONTROL, AND (C) NOTICES REQUIRED TO BE FURNISHED BY
THE GUARANTIED PARTIES UNDER SUCH MANUFACTURER CONSENTS SHALL BE FURNISHED IN
ACCORDANCE WITH SECTION 3.14 OF EACH DEALER AGREEMENT.
(g)
EACH GUARANTOR AGREES THAT THE FAILURE OF AUTONATION, INC., AS DESIGNEE,
APPOINTEE AND AGENT AS SPECIFIED IN PARAGRAPH (d) ABOVE, TO GIVE ANY NOTICE OF
SERVICE TO IT SHALL NOT IMPAIR OR AFFECT IN ANY WAY THE VALIDITY OF SUCH SERVICE
OR ANY JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON. NOTHING
HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY GUARANTIED PARTY
TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER