AutoNation 2009 Annual Report Download - page 98

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(c) The following is hereby waived: diligence, presentment, demand of payment (except as specifically provided in (a) above), filing of claims with a
court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all
demands (except as specifically provided in (a) above) whatsoever.
(d) This Guarantee shall not be discharged except (i) by complete performance of the obligations contained in the Notes and the Indenture. Each
Guarantor also expressly waives, without any requirement of any notice to or further assent by such Guarantor, to the fullest extent permitted by
applicable law, the benefit of all principles or provisions of applicable law which are or might be in conflict with the terms hereof, including,
without limitation, Section 10-7-23 and Section 10-7-24 of the Official Code of Georgia Annotated.
(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Custodian, Trustee, liquidator
or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(f) The Guaranteeing Subsidiaries shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.
(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration
of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Guarantee, failing payment when due by the Company which failure continues for three days
after demand therefor is made to the Company.
(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Guarantee.
3. Execution and Delivery. The Guaranteeing Subsidiaries agree that the Guarantees shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.
4. Guaranteeing Subsidiaries May Consolidate, Etc. on Certain Terms . The Guaranteeing Subsidiaries agree that, unless the Guarantee is being currently
released in conformity with Section 10.4 of the Indenture, it may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or
merge with or into (whether or not such Guaranteeing Subsidiaries are the surviving Person) another corporation, Person or entity whether or not affiliated with
such Guaranteeing Subsidiaries unless either (a) the Guaranteeing Subsidiaries will be the continuing corporation (in the case of a consolidation or merger
involving the Guaranteeing Subsidiaries) or (b) the Person (if other than the Guaranteeing Subsidiaries) formed by such consolidation or into which the
Guaranteeing Subsidiaries are merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of
the properties and assets of the Guaranteeing Subsidiaries and its Restricted Subsidiaries on a Consolidated basis (the “ Guaranteeing Subsidiaries Surviving
Entity”) will be duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such
Person expressly assumes, by a supplemental indenture, in the form reasonably satisfactory to the Trustee, all the obligations of the Guaranteeing Subsidiaries
under the Guarantee and the Indenture and the Registration Rights Agreement, as the case may be, and the Guarantee and the Indenture and the Registration
Rights Agreement will remain in full force and effect as so supplemented and at the time of the transaction the Guaranteeing Subsidiaries or the Guaranteeing
Subsidiaries Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an
Officers’ Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or
other transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to
such transaction have been complied with.
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