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 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 claims the aggregate amount of which shall not be material). Except as permitted by Section 7.16(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 Secured Parties covering all such Motor Vehicles. 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 7.18 are the primary locations at which the Company and 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 7.18 are each Floor Plan Borrower’s place of business and the Company and each other Borrower is formed or incorporated only in the state shown for it on 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 7.18.

Engaged in Motor Vehicle Sales. The Floor Plan Borrowers are engaged in the business of selling 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 claims the aggregate amount of which shall not be material). Except as permitted by Section 7.16(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 Secured Parties covering all such Motor Vehicles. 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 7.18 are the primary locations at which the Company and each other Borrower keep the Motor Vehicles held as inventory, except off-site 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 7.18 are each Floor Plan Borrower’s place of business and the Company and each other Borrower is formed or incorporated only in the state shown for it on 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 7.18.