Common use of Set-Off and Waiver Clause in Contracts

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any Borrower or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each The Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such the Guarantor may now or at any time hereafter have against any New Vehicle Borrower or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such the Guarantor. Each The Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such the Guarantor, including any balance of any deposit account or of any credit of such the Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Revolving Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any Borrower the Company or any or all of the Floorplan Revolving Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Revolving Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Floorplan Revolving Secured Party or otherwise in the possession or control of such Floorplan Revolving Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Revolving Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Revolving Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Revolving Secured Parties then due and in such amounts as provided for in the Floorplan Revolving Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Revolving Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any Borrower other Loan Party or any or all of the Floorplan Secured Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Guaranteed Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Floorplan Secured Guaranteed Party or otherwise in the possession or control of such Floorplan Secured Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Guaranteed Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Guaranteed Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Guaranteed Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Benefited Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any the Borrower or any or all of the Floorplan Secured Benefited Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Benefited Party and each of its Affiliates shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Floorplan Secured Benefited Party or such Affiliate or otherwise in the possession or control of such Floorplan Secured Benefited Party or such Affiliate for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Partysuch Benefited Party or such Affiliate, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Benefited Party and each of its Affiliates from and after the occurrence of an Event of Default at any time or times with or without from time to time, but in each case after obtaining the prior notice written consent of the Agent, to the fullest extent permitted by applicable law, to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Benefited Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Benefited Party or its Affiliate as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any Borrower other Loan Party or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 87, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Guarantors’ Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any the Borrower or any or all of the Floorplan Secured Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Until this Guaranty Agreement is terminated pursuant to Section 19 hereof, and subject to Section 12 hereof, each Guarantor agrees that hereby authorizes each Floorplan Secured Guaranteed Party shall have a lien for all from and after the occurrence of an Event of Default at any time or times while an Event of Default is continuing with or without prior notice to set-off and apply to such of the Guarantor’s Obligations upon to the Guaranteed Parties then due and in such amounts as provided for in the Credit Agreement or otherwise as they may elect, any and all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Floorplan Secured Guaranteed Party or otherwise in the possession or control of such Floorplan Secured Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Guaranteed Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 87, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any Borrower or any Secured Party (with respect to Secured Party, this waiver shall not apply to a defense, counterclaim set-off, recoupment or all cross claim arising solely out of the Floorplan Secured Parties Party’s gross negligence or willful misconduct) without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Guarantors’ Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Guarantors’ Obligations to the Floorplan Secured Parties Agent and the Lenders then due and in such amounts as provided for in the Floorplan Amended and Restated Credit Agreement or otherwise as they may electAgreement. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of the Agent or a Floorplan Secured Party Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Subsidiary Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Subsidiary Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Subsidiary Guarantor may now or at any time hereafter have against any Borrower or any other Loan Party or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Subsidiary Guarantor. Each Subsidiary Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Subsidiary Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Subsidiary Guarantor, including any balance of any deposit account or of any credit of such Subsidiary Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Subsidiary Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any the Borrower or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that and hereby authorizes each Floorplan Secured Party shall have a lien for all from and after the Guarantor’s Obligations upon all occurrence of an Event of Default at any time or times with or without prior notice to apply the balances of any deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee. Each Secured Party shall notify such Guarantor promptly of any such set-off and the appropriation and application made by such Secured Party; provided that no delay or failure of such notice shall in any way affect the validity, enforceability or finality of any such set-off.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any the Borrower or any or all of the Floorplan Secured Parties (other than the defense that the Guaranteed Liabilities have been indefeasibly paid in full in cash) without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may electAgreement. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any the Borrower or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s 's Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence and continuation of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s 's Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any Borrower or any other Loan Party or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect; provided, however, in the event any such action is undertaken by a Secured Party that is a Defaulting Lender, such Defaulting Lender shall be required to comply with the proviso appearing at the end of the first sentence of Section 10.08 of the Credit Agreement. For the purposes of this Section 87, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Benefited Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any the Borrower or any or all of the Floorplan Secured Benefited Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Benefited Party and each of its Affiliates shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Floorplan Secured Benefited Party or such Affiliate or otherwise in the possession or control of such Floorplan Secured Benefited Party or such Affiliate for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Partysuch Benefited Party or such Affiliate, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Benefited Party and each of its Affiliates from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Benefited Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Benefited Party or its Affiliate as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment off or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any Borrower the Borrowers or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s 's Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after upon the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s 's Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives waives, to the extent permitted by Law, any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any Borrower other Loan Party or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Obligations of such Guarantor upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan such Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations of such Guarantor to the Floorplan Secured Parties as are then due and due, in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may electelect (subject to any restrictions set forth in Section 1 hereof). For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.. Form of Guaranty

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any Borrower or any Secured Party (with respect to Secured Party, this waiver shall not apply to a defense, counterclaim set-off, recoupment or all cross claim arising solely out of the Floorplan Secured Parties Party’s gross negligence or willful misconduct) without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Guarantors’ Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Guarantors’ Obligations to the Floorplan Secured Parties Agent and the Lenders then due and in such amounts as provided for in the Floorplan Third Amended and Restated Credit Agreement or otherwise as they may electAgreement. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of the Agent or a Floorplan Secured Party Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any Borrower or any Secured Party (with respect to Secured Party, this waiver shall not apply to a defense, counterclaim set-off, recoupment or all cross claim arising solely out of the Floorplan Secured Parties Party’s gross negligence or willful misconduct) without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Guarantors’ Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Guarantors’ Obligations to the Floorplan Secured Parties Agent and the Banks then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may electAgreement. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of the Agent or a Floorplan Secured Party Bank as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Guaranteed Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any Borrower other Loan Party or any or all of the Floorplan Secured Guaranteed Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Guaranteed Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Floorplan Secured Guaranteed Party or otherwise in the possession or control of such Floorplan Secured Guaranteed Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Guaranteed Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Guaranteed Party from and after the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Guaranteed Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 87, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Guaranteed Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor The Company waives any right to assert against any Floorplan Secured Party reduction of the Guarantor’s Obligations as a defense, result of any counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor the Company may now or at any time hereafter have against any Borrower Designated Borrower, any other Loan Party or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantorthe Company. Each Guarantor The Company agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantorthe Company, including any balance of any deposit account or of any credit of such Guarantor the Company with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party at any time or times from and after the occurrence of an Event of Default at any time or times and during the continuance thereof with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be is put in transit to it by mail or carrier courier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party or any of their respective Affiliates (the “Setoff Parties”) as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any the Borrower or any or all of the Floorplan Secured Setoff Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Setoff Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Floorplan Secured Setoff Party or otherwise in the possession or control of such Floorplan Secured Setoff Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Setoff Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Setoff Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Setoff Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Setoff Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment off or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any the Borrower or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s 's Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s 's Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each The Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its the Guarantor’s 's Obligations, any defense (legal or equitable) or other claim which such the Guarantor may now or at any time hereafter have against any Designated Borrower or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such the Guarantor. Each In addition to any rights and remedies of the Secured Parties provided by law, upon the occurrence and during the continuance of any Event of Default, each Secured Party is authorized at any time and from time to time, without prior notice to the Guarantor, any such notice being waived by the Guarantor agrees that each Floorplan to the fullest extent permitted by applicable law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Secured Party to or for the credit or the account of the Guarantor against any and all Guarantor's Obligations owing to such Secured Party, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, made demand under this Agreement or any interest other Loan Document and although such Guarantor's Obligations may be contingent or unmatured or denominated in any deposits or a currency other than that of the deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Floorplan account. Each Secured Party or otherwise in agrees promptly to notify the possession or control Guarantor and the Administrative Agent after any such set-off and application made by such Secured Party; provided, however, that the failure to give such notice shall not STRYKER CORPORATION CREDIT AGREEMENT Signature Page affect the validity of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, set-off and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other baileeapplication.

Set-Off and Waiver. Each Guarantor waives waives, to the extent permitted by Law, any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any Borrower other Loan Party or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Obligations of such Guarantor upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan such Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations of such Guarantor to the Floorplan Secured Parties as are then due and due, in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.as

Set-Off and Waiver. Each Subsidiary Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Subsidiary Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Subsidiary Guarantor may now or at any time hereafter have against the Company or any Borrower other Loan Party or any or all of the Floorplan Secured Parties without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Subsidiary Guarantor. Each Subsidiary Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Subsidiary Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Subsidiary Guarantor, including any balance of any deposit account or of any credit of such Subsidiary Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence and during the continuance of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Subsidiary Guarantor’s Obligations to the Floorplan Secured Parties then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may elect. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of a Floorplan Secured Party as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any Borrower or any Secured Party (with respect to Secured Party, this waiver shall not apply to a defense, counterclaim set-off, recoupment or all cross claim arising solely out of the Floorplan Secured Parties Party’s gross negligence or willful misconduct) without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Obligations to the Floorplan Secured Parties Agent and the Banks then due and in such amounts as provided for in the Floorplan Credit Agreement or otherwise as they may electAgreement. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of the Agent or a Floorplan Secured Party Bank as soon as the same may be put in transit to it by mail or carrier or by other bailee.

Set-Off and Waiver. Each Guarantor waives any right to assert against any Floorplan Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in respect of its Guarantor’s Obligationsclaim, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against any Borrower or any Secured Party (with respect to Secured Party, this waiver shall not apply to a defense, counterclaim set-off, recoupment or all cross claim arising solely out of the Floorplan Secured Parties Party’s gross negligence or willful misconduct) without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Floorplan Secured Party shall have a lien for all the Guarantor’s Guarantors’ Obligations upon all deposits or deposit accounts, of any kind, 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 control of such Floorplan Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of such Guarantor, including any balance of any deposit account or of any credit of such Guarantor with the Floorplan Secured Party, whether now existing or hereafter established, and hereby authorizes each Floorplan Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor’s Guarantors’ Obligations to the Floorplan Secured Parties Agent and the Lenders then due and in such amounts as provided for in the Floorplan Second Amended and Restated Credit Agreement or otherwise as they may electAgreement. For the purposes of this Section 8, all remittances and property shall be deemed to be in the possession of the Agent or a Floorplan Secured Party Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.