Common use of Engaged in Motor Vehicle Sales Clause in Contracts

Engaged in Motor Vehicle Sales. The Floor Plan Borrowers are engaged in the business of selling new and/or Used Motor Vehicles; all such Motor Vehicles consist solely of goods held by the Borrowers for sale; no sales or other transactions involving such Motor Vehicles are and will not become subject to set-off, counterclaim, defense, allowance, or adjustment (other than warranty claims, the aggregate amount of which shall not be material); except as set forth in Schedule VII, as of the Closing Date, there is no financing statement, or similar statement or instrument of registration under the laws of any jurisdiction, covering or purporting to cover any interest of any kind in all such Motor Vehicles or their proceeds on file or registered in any public office other than a financing statement in favor of the Agent for the benefit of the Banks covering all such Motor Vehicles; except as set forth in Schedule VII, as of the Closing Date, there is no other floor plan or other financing arrangement with any party other than the Agent for the benefit of the Banks with respect to all such Motor Vehicles; and except as set forth in Schedule VII, as of the Closing Date, none of the Borrowers has made any other verbal or written contract or arrangement of any kind, the performance of which by the other party thereto would give rise to a Lien against any such Motor Vehicle, or the proceeds thereof; all such Motor Vehicles are free from damage caused by fire or other casualty, unless covered by insurance, subject to customary deductibles. The locations (and addresses) set forth in Schedule IV are the locations at which the Company and its Subsidiaries keep the Motor Vehicles held as inventory, except when such Motor Vehicles may be in transit between locations, in transit for 'dealer swaps' or being test driven by potential customers. The addresses set forth in Schedule IV are each Floor Plan Borrower's place of business if such Person has only one such place of business; or a Floor Plan Borrower's chief executive office if it has more than one place of business. All of each Floor Plan Borrower's books and records with regard to all Motor Vehicles are maintained and kept at the address(es) of such Floor Plan Borrower set forth in Schedule IV.

Engaged in Motor Vehicle Sales. The Floor Plan Borrowers are engaged in the business of selling new and/or Used Motor Vehicles; all . All such Motor Vehicles consist solely of goods held by the Borrowers for sale; no sales or other transactions involving such Motor Vehicles are and will not become subject to set-off, counterclaim, defense, allowance, or adjustment (other than warranty claims, claims the aggregate amount of which shall not be material); except . Except as set forth in Schedule VII7.16(g), as of the Closing Date, there is no financing statement, or similar statement or instrument of registration under the laws of any jurisdiction, covering or purporting to cover any interest of any kind in all such Motor Vehicles or their proceeds on file or registered in any public office other than a financing statement in favor of the Agent for the benefit of the Banks Lenders covering all such Motor Vehicles; except . Except as set forth in Schedule VII7.16(g), as of the Closing Date, there is no other floor plan or other financing arrangement with any party other than the Agent for the benefit of the Banks Lenders with respect to all such Motor Vehicles; and except as set forth in Schedule VII7.16(g), as of the Closing Date, none of the Borrowers has made any other verbal or written contract or arrangement of any kind, the performance of which by the other party thereto would give rise to a Lien against any such Motor Vehicle, or the proceeds thereof; all . All such Motor Vehicles are free from damage caused by fire or other casualty, unless covered by insurance, subject to customary deductibles. The locations (and addresses) set forth in Schedule IV 7.18 are the primary locations at which the Company and its Subsidiaries each other Borrower keep the Motor Vehicles held as inventory, except off-site storage or parking and except when such Motor Vehicles may be in transit between locations, in transit for '‘dealer swaps' ’ or being test driven by potential customers. The addresses set forth in Schedule IV 7.18 are each Floor Plan Borrower's ’s place of business if such Person has and the Company and each other Borrower is formed or incorporated only one such place of business; or a Floor Plan Borrower's chief executive office if in the state shown for it has more than one place of businesson Schedule 7.18 hereto. All of each Floor Plan Borrower's ’s books and records with regard to all Motor Vehicles are maintained and kept at the address(es) of such Floor Plan Borrower set forth in Schedule IV7.18.

Engaged in Motor Vehicle Sales. The Floor Plan Borrowers are engaged in the business of selling new and/or Used Motor Vehicles; all such Motor Vehicles consist solely of goods held by the Borrowers for sale; no sales or other transactions involving such Motor Vehicles are and will not become subject to set-off, counterclaim, defense, allowance, or adjustment (other than warranty claims, the aggregate amount of which shall not be material); except as set forth in Schedule VII, as of the Closing Date, there is no financing statement, or similar statement or instrument of registration under the laws of any jurisdiction, covering or purporting to cover any interest of any kind in all such Motor Vehicles or their proceeds on file or registered in any public office other than a financing statement in favor of the Agent for the benefit of the Banks Lenders covering all such Motor Vehicles; except as set forth in Schedule VII, as of the Closing Date, there is no other floor plan or other financing arrangement with any party other than the Agent for the benefit of the Banks Lenders with respect to all such Motor Vehicles; and except as set forth in Schedule VII, as of the Closing Date, none of the Borrowers has made any other verbal or written contract or arrangement of any kind, the performance of which by the other party thereto would give rise to a Lien against any such Motor Vehicle, or the proceeds thereof; all such Motor Vehicles are free from damage caused by fire or other casualty, unless covered by insurance, subject to customary deductibles. The locations (and addresses) set forth in Schedule IV are the locations at which the Company and its Subsidiaries keep the Motor Vehicles held as inventory, except when such Motor Vehicles may be in transit between locations, in transit for '`dealer swaps' or being test driven by potential customers. The addresses set forth in Schedule IV are each Floor Plan Borrower's place of business if such Person has only one such place of business; or a Floor Plan Borrower's chief executive office if it has more than one place of business. All of each Floor Plan Borrower's books and records with regard to all Motor Vehicles are maintained and kept at the address(es) of such Floor Plan Borrower set forth in Schedule IV.

Engaged in Motor Vehicle Sales. The Floor Plan Borrowers are engaged in the business of selling new and/or Used Motor Vehicles; all . All such Motor Vehicles consist solely of goods held by the Borrowers for sale; no sales or other transactions involving such Motor Vehicles are and will not become subject to set-off, counterclaim, defense, allowance, or adjustment (other than warranty claims, claims the aggregate amount of which shall not be material); except . Except as set forth in Schedule VII7.16(h), as of the Closing Date, there is no financing statement, or similar statement or instrument of registration under the laws of any jurisdiction, covering or purporting to cover any interest of any kind in all such Motor Vehicles or their proceeds on file or registered in any public office other than a financing statement in favor of the Agent for the benefit of the Banks Secured Parties covering all such Motor Vehicles; except . Except as set forth in Schedule VII7.16(h), as of the Closing Date, there is no other floor plan or other financing arrangement with any party other than the Agent for the benefit of the Banks Secured Parties with respect to all such Motor Vehicles; and except as set forth in Schedule VII7.16(h), as of the Closing Date, none of the Borrowers has made any other verbal or written contract or arrangement of any kind, the performance of which by the other party thereto would give rise to a Lien against any such Motor Vehicle, or the proceeds thereof; all . All such Motor Vehicles are free from damage caused by fire or other casualty, unless covered by insurance, subject to customary deductibles. The locations (and addresses) set forth in Schedule IV 7.18 are the primary locations at which the Company and its Subsidiaries each other Borrower keep the Motor Vehicles held as inventory, except off-site storage or parking and except when such Motor Vehicles may be in transit between locations, in transit for '‘dealer swaps' ’ or being test driven by potential customers. The addresses set forth in Schedule IV 7.18 are each Floor Plan Borrower's ’s place of business if such Person has and the Company and each other Borrower is formed or incorporated only one such place of business; or a Floor Plan Borrower's chief executive office if in the state shown for it has more than one place of businesson Schedule 7.18 hereto. All of each Floor Plan Borrower's ’s books and records with regard to all Motor Vehicles are maintained and kept at the address(es) of such Floor Plan Borrower set forth in Schedule IV7.18.

Engaged in Motor Vehicle Sales. The Floor Plan Borrowers are engaged in the business of selling new and/or Used Motor Vehicles; all . All such Motor Vehicles consist solely of goods held by the Borrowers for sale; no sales or other transactions involving such Motor Vehicles are and will not become subject to set-off, counterclaim, defense, allowance, or adjustment (other than warranty claims, the aggregate amount of which shall not be material); except . Except as set forth in Schedule VII7.16(g), as of the Closing Date, there is no financing statement, or similar statement or instrument of registration under the laws of any jurisdiction, covering or purporting to cover any interest of any kind in all such Motor Vehicles or their proceeds on file or registered in any public office other than a financing statement in favor of the Agent for the benefit of the Banks Lenders covering all such Motor Vehicles; except . Except as set forth in Schedule VII7.16(g), as of the Closing Date, there is no other floor plan or other financing arrangement with any party other than the Agent for the benefit of the Banks Lenders with respect to all such Motor Vehicles; and except as set forth in Schedule VII7.16(g), as of the Closing Date, none of the Borrowers has made any other verbal or written contract or arrangement of any kind, the performance of which by the other party thereto would give rise to a Lien against any such Motor Vehicle, or the proceeds thereof; all . All such Motor Vehicles are free from damage caused by fire or other casualty, unless covered by insurance, subject to customary deductibles. The locations (and addresses) set forth in Schedule IV 7.7(a) are the -62- locations at which the Company and its Subsidiaries keep the Motor Vehicles held as inventory, except when such Motor Vehicles may be in transit between locations, in transit for 'dealer swaps' or being test driven by potential customers. The addresses set forth in Schedule IV 7.7(a) are each Floor Plan Borrower's place of business if such Person has and the Company and each Borrower is formed or incorporated only one such place of business; or a Floor Plan Borrower's chief executive office if in the state shown for it has more than one place of businesson Schedule 7.18 hereto. All of each Floor Plan Borrower's books and records with regard to all Motor Vehicles are maintained and kept at the address(es) of such Floor Plan Borrower set forth in Schedule IV7.7(a).

Engaged in Motor Vehicle Sales. The Floor Plan Borrowers are engaged in the business of selling new and/or Used Motor Vehicles; all such Motor Vehicles consist solely of goods held by the Borrowers for sale; no sales or other transactions involving such Motor Vehicles are and will not become subject to set-off, counterclaim, defense, allowance, or adjustment (other than warranty claims, the aggregate amount of which shall not be material); except as set forth in Schedule VII, as of the Closing Date, there is no financing statement, or similar statement or instrument of registration under the laws of any jurisdiction, covering or purporting to cover any interest of any kind in all such Motor Vehicles or their proceeds on file or registered in any public office other than a financing statement in favor of the Agent for the benefit of the Banks covering all such Motor Vehicles; except as set forth in Schedule VII, as of the Closing Date, there is no other floor plan or other financing arrangement with any party other than the Agent for the benefit of the Banks with respect to all such Motor Vehicles; and except as set forth in Schedule VII, as of the Closing Date, none of the Borrowers has made any other verbal or written contract or arrangement of any kind, the performance of which by the other party thereto would give rise to a Lien against any such Motor Vehicle, or the proceeds thereof; all such Motor Vehicles are free from damage caused by fire or other casualty, unless covered by insurance, subject to customary deductibles. The locations (and addresses) set forth in Schedule IV are the locations at which the Company and its Subsidiaries keep the Motor Vehicles held as inventory, except when such Motor Vehicles may be in transit between locations, in transit for 'dealer swaps' or being test driven by potential customers. The addresses set forth in Schedule IV are each Floor Plan Borrower's place of business if such Person has only one such place of business; or a Floor Plan Borrower's chief executive office if it has more than one place of business. All of each Floor Plan Borrower's books and records with regard to all Motor Vehicles are maintained and kept at the address(es) of such Floor Plan Borrower set forth in Schedule IV.THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Engaged in Motor Vehicle Sales. The Floor Plan Borrowers are engaged in the business of selling new and/or Used Motor Vehicles; all . All such Motor Vehicles consist solely of goods held by the Borrowers for sale; no sales or other transactions involving such Motor Vehicles are and will not become subject to set-off, counterclaim, defense, allowance, or adjustment (other than warranty claims, claims the aggregate amount of which shall not be material); except . Except as set forth in Schedule VII7.16(h), as of the Closing Date, there is no financing statement, or similar statement or instrument of registration under the laws of any jurisdiction, covering or purporting to cover any interest of any kind in all such Motor Vehicles or their proceeds on file or registered in any public office other than a financing statement in favor of the Agent for the benefit of the Banks Lenders covering all such Motor Vehicles; except . Except as set forth in Schedule VII7.16(h), as of the Closing Date, there is no other floor plan or other financing arrangement with any party other than the Agent for the benefit of the Banks Lenders with respect to all such Motor Vehicles; and except as set forth in Schedule VII7.16(h), as of the Closing Date, none of the Borrowers has made any other verbal or written contract or arrangement of any kind, the performance of which by the other party thereto would give rise to a Lien against any such Motor Vehicle, or the proceeds thereof; all . All such Motor Vehicles are free from damage caused by fire or other casualty, unless covered by insurance, subject to customary deductibles. The locations (and addresses) set forth in Schedule IV 7.18 are the primary locations at which the Company and its Subsidiaries each other Borrower keep the Motor Vehicles held as inventory, except off-site storage or parking and except when such Motor Vehicles may be in transit between locations, in transit for '‘dealer swaps' ’ or being test driven by potential customers. The addresses set forth in Schedule IV 7.18 are each Floor Plan Borrower's ’s place of business if such Person has and the Company and each other Borrower is formed or incorporated only one such place of business; or a Floor Plan Borrower's chief executive office if in the state shown for it has more than one place of businesson Schedule 7.18 hereto. All of each Floor Plan Borrower's ’s books and records with regard to all Motor Vehicles are maintained and kept at the address(es) of such Floor Plan Borrower set forth in Schedule IV7.18.