Common use of Continuing Liability Clause in Contracts

Continuing Liability. The Grantor hereby expressly agrees that, notwithstanding anything set forth herein to the contrary, the Grantor shall remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, to (a) perform or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or times.

Continuing Liability. The Grantor hereby expressly agrees that, notwithstanding anything set forth herein to the contrary, the Grantor shall remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Collateral Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Collateral Agent, any Lender other Agent or any Issuing Bank Lender of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither None of the Administrative Collateral Agent, any other Agent nor or any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the Grantor to the Administrative Collateral Agent or the granting by the Grantor to the Administrative Collateral Agent of a Lien thereon or the receipt by the Administrative Collateral Agent, any Lender other Agent or any Issuing Bank Lender of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Collateral Agent, any Lender other Agent or any Issuing Bank Lender be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Collateral Agent, any other Agent or any Lender or Issuer be permitted), in any manner, to (a) perform or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or times.

Continuing Liability. (a) The Grantor hereby expressly agrees thatGuarantors shall not be released from any obligations or liability, notwithstanding anything set forth herein and shall not have any rights or recourse against the Agent or any Lender, for any reason relating to (i) any default with respect to any Security existing when the contrary, the Grantor shall remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed Security is accepted by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, Agent or any Lender or at any Issuing Bank time thereafter, (ii) any failure to convey, create or perfect a valid Lien in any Security, (iii) any invalidity or defect in any Security, (iv) the existence of any equities, defenses or claims in favor of others with respect to any Security, (v) failure to correctly estimate the value of any Security or the change in value of any Security, (vi) any deterioration, waste or loss to any Security, and/or (vii) any rights under this Security Agreementand consents granted, waivers made or other actions taken or not taken by the Credit Agreement Agent or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contractLender hereunder. THE GUARANTORS HEREBY WAIVE ALL SURETYSHIP AND OTHER SIMILAR DEFENSES, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, to (a) perform or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, INCLUDING BUT NOT LIMITED TO THE RIGHT TO REQUIRE THE AGENT OR ANY LENDER TO PROCEED TO ENFORCE THE OBLIGATIONS AGAINST ANY PERSON BEFORE OR CONTEMPORANEOUSLY WITH THE ENFORCEMENT OF THIS GUARANTY. (b) The Guarantors' obligations and liabilities under the Guaranty shall not be in any way affected or terminated if any other person liable, primarily or secondarily, directly or indirectly, for all or any part of any Obligations shall cease to exist, dissolve, wind up its business, suspend business, make any paymentassignment for the benefit of creditors generally, become insolvent or admit in writing its insolvency, generally not pay its debts as they become due, or make become a debtor in a bankruptcy case or if a receiver, trustee or custodian is appointed for such other person's property or is authorized to take charge of any inquiry as of its property to enforce a Lien against it or for purposes of general administration for the benefit of its creditors, or if such other person should petition or apply to any tribunal for any receiver for or any trustee of it or its estate or for relief under any bankruptcy, arrangement, reorganization, readjustment of debt, receivership, dissolution or liquidation proceedings or under any law relating to the nature relief of debtors, or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under have any such contractaction commenced against it, agreement, interest with or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or timeswithout its consent.

Continuing Liability. The Grantor hereby expressly agrees that, notwithstanding anything set forth herein to the contrary, the Grantor shall remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Collateral Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender Collateral Agent or any Issuing Bank Holder of any rights under this Security Agreement, the Credit Agreement Indenture or any other Loan Security Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Collateral Agent nor any Lender or Issuing Bank Holder shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the Grantor to the Administrative Collateral Agent or the granting by the Grantor to the Administrative Collateral Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender Collateral Agent or any Issuing Bank Holder of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, Collateral Agent nor any Lender or any Issuing Bank Holder be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender Collateral Agent or Issuer any Holder be permitted), in any manner, to (a) perform or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or times.

Continuing Liability. (a) The Grantor hereby expressly agrees that, notwithstanding anything set forth herein to the contrary, the Grantor shall remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document Guarantors shall not release the Grantor be released from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under and shall not have any such contractrights or recourse against the Bank, agreementfor any reason relating to (i) any default with respect to any Security existing when the Security is accepted by the Bank or at any time thereafter, (ii) any failure to convey, create or perfect a valid lien or security interest in any Security, (iii) any invalidity M#368872 -11- or obligation by reason defect in any Security, (iv) the existence of any equities, defenses or arising out claims in favor of this others with respect to any Security, (v) failure to correctly estimate the value of any Security Agreement or the assignment thereof change in value of any Security, (vi) any deterioration, waste or loss to any Security, and/or (vii) any rights and consents granted, waivers made or other actions taken or not taken by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative AgentBank hereunder. THE GUARANTORS HEREBY WAIVE ALL SURETYSHIP AND OTHER SIMILAR DEFENSES, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, to (a) perform or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, INCLUDING BUT NOT LIMITED TO THE RIGHT TO REQUIRE THE BANK TO PROCEED TO ENFORCE THE OBLIGATIONS AGAINST ANY PERSON BEFORE OR CONTEMPORANEOUSLY WITH THE ENFORCEMENT OF THIS GUARANTY. (b) The Guarantors' obligations and liabilities under the Guaranty shall not be in any way affected or terminated if any other person liable, primarily or secondarily, directly or indirectly, for all or any part of any Obligations shall cease to exist, dissolve, wind up its business, suspend business, make any paymentassignment for the benefit of creditors generally, become insolvent or admit in writing its insolvency, generally not pay its debts as they become due, or make become a debtor in a bankruptcy case or if a receiver, trustee or custodian is appointed for such other person's property or is authorized to take charge of any inquiry as of its property to enforce a lien or security interest against it or for purposes of general administration for the benefit of its creditors, or if such other person should petition or apply to any tribunal for any receiver for or any trustee of it or its estate or for relief under any bankruptcy, arrangement, reorganization, readjustment of debt, receivership, dissolution or liquidation proceedings or under any law relating to the nature relief of debtors, or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under have any such contractaction commenced against it, agreement, interest with or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or timeswithout its consent.

Continuing Liability. The Grantor hereby Without limiting the generality of the foregoing, Guarantor will not assert against Banks any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, ultra xxxxx acts, usury, illegality or unenforceability which may be available to Borrower in respect of the Loan Documents (other than actual payment of all or part of the Obligations), or any setoff available against Banks to Borrower whether or not on account of a related transaction, and Guarantor expressly agrees that, notwithstanding anything set forth herein to the contrary, the Grantor that Guarantor shall be and remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder liable for the observance and performance Obligations of all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor Borrower to the extent prohibited that it constitutes a deficiency remaining after foreclosure of any mortgage or security interest securing the Obligations, notwithstanding any provisions of law that may prevent Banks from enforcing such deficiency against Borrower. The liability of Guarantor shall not be affected or impaired by any voluntary or involuntary dissolution, sale or other disposition of all or substantially all the terms assets, marshaling of such contractassets and liabilities, agreementreceivership, interest insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or obligation readjustment of, or applicable lawother similar event or proceeding affecting Borrower or any of its assets. Guarantor further agrees that no act or thing, rule except for payment and performance in full of the Obligations, which but for this provision might or regulation, could in law or in equity act as a release of the liabilities of Guarantor hereunder shall the Administrative Agent, Lender or Issuer be permitted), in any mannerway affect or impair this Guaranty, to (a) perform or fulfill any and Guarantor agrees that this shall be a continuing, absolute and unconditional Guaranty and shall be in full force and effect until the date on which all sums due under the Loan Documents as well as all sums due and all terms, provisions, and covenants of the obligations all Obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may Borrower have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or timespaid and/or performed in full.

Continuing Liability. The Grantor hereby Without limiting the generality of the foregoing, the Guarantor will not assert against OHCS any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, ultra xxxxx acts, usury, illegality or unenforceability which may be available to Borrower in respect of the Loan Documents, or any setoff available against OHCS to Borrower whether or not on account of a related transaction, and Guarantor expressly agrees that, notwithstanding anything set forth herein to that the contrary, the Grantor Guarantor shall be and remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder liable for the observance and performance of all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor Obligations to the extent prohibited that it constitutes a deficiency remaining after foreclosure of any mortgage or security interest securing the Note, notwithstanding any provisions of law that may prevent OHCS from enforcing such deficiency against Borrower. The liability of the Guarantor shall not be affected or impaired by any voluntary or involuntary dissolution, sale or other disposition of all or substantially all the terms assets, marshaling of such contractassets and liabilities, agreementreceivership, interest insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or obligation readjustment of, or applicable lawother similar event or proceeding affecting Borrower or any of its assets. Guarantor further agrees that no act or thing, rule except for payment and performance in full, which but for this provision might or regulation, shall could in law or in equity act as a release of the Administrative Agent, Lender or Issuer be permitted), liabilities of the Guarantor hereunder will in any mannerway affect or impair this Guaranty and the Guarantor agrees that this will be a continuing, to (a) perform or fulfill any absolute and unconditional Guaranty and will be in full force and effect until the date on which all sums due under the Loan Documents as well as all sums due and all terms, provisions, and covenants of the all obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or timespaid and/or performed in full.

Continuing Liability. The Grantor hereby expressly agrees thatNotwithstanding any assignment or subletting, notwithstanding anything set forth Tenant and any guarantor of Tenant's obligations under this Lease shall at all times remain fully responsible and liable for the payment of Rent herein specified and for compliance with all of its other obligations under this Lease (even if future assignments and sublettings occur subsequent to the contraryassignment or subletting by Tenant, and regardless of whether or not Landlord's approval has been obtained for such future assignments and sublettings). Moreover, in the event that the rental due and payable by a sublessee (or a combination of the rental payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the Rent payable under this Lease, or if with respect to a permitted assignment, permitted license or other transfer by Tenant permitted by Landlord, the Grantor shall remain solely responsible under each contract, agreement, interest or obligation as consideration payable to which a Lien has been granted to the Administrative Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed Tenant by the Grantor thereunderassignee, all in accordance with and pursuant to licensee, leased departments, or other transferee exceeds the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights Rent payable under this Security AgreementLease, the Credit Agreement or any then Tenant shall be obligated to pay Landlord all such excess rental and other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment excess consideration within ten (10) days following receipt thereof by Tenant from such sublessee, assignee, licensee or other transferee, as the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted)case may be. Finally, in any mannerevent of assignment or subletting it is understood and agreed that all rentals paid to Tenant by an assignee or sublessee shall be received by Tenant in trust for Landlord, to (a) perform be forwarded immediately to Landlord without offset or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency reduction of any payment received kind; or upon election by the Grantor or the sufficiency Landlord, such rentals shall be paid directly to Landlord as specified in Section 4.1 of any performance by any party under any such contract, agreement, interest or obligation, or this Lease (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned be applied as a credit and offset to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or timesTenant's Rent obligations).

Continuing Liability. The Grantor hereby expressly agrees thatNo expiration or termination of the Term pursuant to Article 15.B (iii) or by operation of law or otherwise, notwithstanding anything set forth herein no repossession of the Premises or any part thereof pursuant to Article 15.C, or otherwise, and no reletting of the contraryPremises or any part thereof pursuant to Article 15.D, the Grantor shall remain solely responsible under each contractrelieve Tenant of any of its liabilities and obligations hereunder, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder for the observance and performance of all of which shall survive such expiration, termination, repossession or reletting. In the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, event of any Lender expiration or termination of this Lease or any Issuing Bank repossession of any rights under this Security Agreement, the Credit Agreement Premises or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation part thereof by reason of a Default, where Landlord has not elected to accelerate Rent pursuant to Article 15.B (i), Tenant shall pay to Landlord the Rent (including Taxes and Expenses), and all other sums required to be paid by Tenant hereunder to and including the date of such expiration, termination or arising out repossession; and, thereafter, Tenant shall, until the end of this Security Agreement what would have been the expiration of the Term in the absence of such expiration, termination or repossession, and whether or not the assignment thereof by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender Premises or any Issuing Bank part thereof shall have been relet, be liable to Landlord for, and shall pay to Landlord, as liquidated and agreed current damages, the Rent (including Taxes and Expenses), and all other sums which would have been payable by Tenant to Landlord under this Lease in the absence of such expiration, termination or repossession, less the net proceeds, if any, of any payment relating reletting effected for the account of Tenant pursuant to any Article 15.D, after deducting from such contractproceeds all of Landlord's expenses in connection with such reletting (including, agreementwithout limitation, interest or obligation pursuant heretoall related repossession costs, nor brokerage commissions, legal expenses, attorneys' fees, employees' expenses, alteration and redecoration costs and expenses of preparation for reletting). Tenant shall pay such current damages to Landlord on the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, to (a) perform or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, days on which the Grantor has Rent would have been granted a Lien to which payable under this Lease in the Grantor may absence of such expiration, termination or repossession, and Landlord shall be entitled at any time or timesto recover the same from Tenant on each such day.

Continuing Liability. The Grantor hereby expressly Guarantor agrees thatas follows: (a) Guarantor shall continue to be liable under this Guaranty and the provisions hereof shall remain in full force and effect notwithstanding: (i) any modification, notwithstanding anything set forth herein agreement or stipulation between Borrower and Lender, or their respective successors and assigns, with respect to the contrary, the Grantor shall remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Loan Agreement or any of the other Loan Document shall not release Documents or the Grantor from obligations encompassed there by; (ii) Lender's waiver of or failure to enforce any of the Grantorterms, covenants or conditions contained in the Loan Documents or in any modification thereof; (iii) any release of Borrower or any other guarantor from any liability with respect to the Guaranteed Obligations or any portion thereof; (iv) any release or subordination of any real or personal property then held by Lender as security for the performance of the Guaranteed Obligations or any portion thereof; or (v) Lender's duties enforcement of or obligations hereunder and under each such contract, agreement, interest failure to enforce any other guaranty of all or obligation. Neither any portion of the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or Guaranteed Obligations. (b) Guarantor's liability under this Guaranty shall continue until the earlier to occur of: (i) the full and complete satisfaction of the Guaranteed Obligations; or (ii) the full payment of the principal and all accrued interest due under the Note and all other amounts payable by Borrower under the Loan Documents, and shall not be reduced by virtue of any partial payment by Borrower of any amount due under the Note or under any of the Loan Documents or by Lender's recourse to any collateral or security. (c) The obligations of Guarantor hereunder shall be in addition to any obligations of Guarantor under any other guaranties of the Guaranteed Obligations and/or any obligations of the Borrower or any other persons or entities heretofore given or hereafter to be given to Lender, and this Guaranty shall not affect or invalidate any such contract, agreement, interest or obligation by reason other guaranties. The liability of or arising out Guarantor to Lender shall at all times be deemed to be the aggregate liability of this Security Agreement or the assignment thereof by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by Guarantor under the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, to (a) perform or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency this Guaranty and of any payment received other guaranties heretofore or hereafter given by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action Guarantor to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or timesLender.

Continuing Liability. The Grantor hereby Without limiting the generality of the foregoing, the Guarantor will not assert against OHCS any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, ultra xxxxx acts, usury, illegality or unenforceability which may be available to Borrower in respect of the Loan Documents, or any setoff available against OHCS to Borrower whether or not on account of a related transaction, and Guarantor expressly agrees that, notwithstanding anything set forth herein to that the contrary, the Grantor Guarantor shall be and remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder liable for the observance and performance of all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor Obligations to the extent prohibited that it constitutes a deficiency remaining after foreclosure of any mortgage or security interest securing the Note, notwithstanding any provisions of law that may prevent OHCS from enforcing such deficiency against Borrower. The liability of the Guarantor shall not be affected or impaired by any voluntary or involuntary dissolution, sale or other disposition of all or substantially all the terms assets, marshaling of such contractassets and liabilities, agreementreceivership, interest insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or obligation readjustment of, or applicable lawother similar event or proceeding affecting Borrower or any of its assets. Guarantor further agrees that no act or thing, rule except for payment and performance in full, which but for this provision might or regulation, could in law or in equity act as a release of the liabilities of the Guarantor hereunder shall the Administrative Agent, Lender or Issuer be permitted), in any mannerway affect or impair this Guaranty and the Guarantor agrees that this shall be a continuing, to (a) perform or fulfill any absolute and unconditional Guaranty and shall be in full force and effect until the date on which all sums due under the Loan Documents as well as all sums due and all terms, provisions, and covenants of the obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may all Obligations have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or timespaid and/or performed in full.

Continuing Liability. The Grantor hereby expressly agrees thatNotwithstanding the termination of the Lease and Guaranty and the release of liability provided for herein, notwithstanding Tenant and Guarantor shall remain liable, with respect to the period of Tenant's tenancy prior to the Termination Date, for the performance of all of its obligations under the Lease and Guaranty, as applicable, and fulfill all covenants and obligations of Tenant under the Lease applicable to the period prior to and including the Termination Date. Tenant shall remain liable for of its obligations as Tenant under the Lease arising prior to the Termination Date, including, without limitation, all year-end adjustments with respect to Common Area Operating Expenses for that portion of the calendar year up to and including the Termination Date. Such adjustments shall be paid at the time, in the manner and otherwise in accordance with the terms of the Lease, unless otherwise specified herein. Notwithstanding anything set forth herein contained in this Agreement to the contrary, Tenant and Guarantor shall indemnify, protect, defend (with counsel approved by Landlord) and hold Landlord harmless from and against any and all liabilities, obligations, damages, penalties, claims, costs, charges and expenses (including, without limitation, reasonable attorneys' fees) which may be imposed upon, incurred by, or asserted against Landlord and arising, directly or indirectly, out of or in connection with the Grantor shall remain solely responsible under each contractuse, agreementnonuse, interest possession, occupancy, condition, operation, maintenance or obligation as to which a Lien has been granted to the Administrative Agent hereunder for the observance and performance of all management of the Premises or any part thereof by Tenant or any of its assignees, concessionaires, agents, contractors, employees or invitees prior to and including the Termination Date, any act or omission of Tenant or any of its assignees, concessionaires, agents, contractors, employees or invitees, or any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions and obligations contained in the Lease to be observed and or performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, to (a) perform or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or timesTenant.

Continuing Liability. The Grantor Each of the Grantors hereby expressly agrees that, notwithstanding anything set forth herein to the contrary, the such Grantor shall remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Collateral Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed by the such Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender Collateral Agent or any Issuing Bank Holder of any rights under this Security Agreement, the Credit Agreement Indenture or any other Loan Security Document shall not release the such Grantor from any of the such Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Collateral Agent nor any Lender or Issuing Bank Holder shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the any Grantor to the Administrative Collateral Agent or the granting by the such Grantor to the Administrative Collateral Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender Collateral Agent or any Issuing Bank Holder of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, Collateral Agent nor any Lender or any Issuing Bank Holder be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender Collateral Agent or Issuer any Holder be permitted), in any manner, to (a) perform or fulfill any of the obligations of the such Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the such Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the such Grantor, on which the such Grantor has been granted a Lien to which the such Grantor may be entitled at any time or times.

Continuing Liability. The Grantor Each of the Grantors hereby expressly agrees that, notwithstanding anything set forth herein to the contrary, the such Grantor shall remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed by the such Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the such Grantor from any of the such Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the any Grantor to the Administrative Agent or the granting by the such Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, to (a) perform or fulfill any of the obligations of the such Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the such Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the such Grantor, on which the such Grantor has been granted a Lien to which the such Grantor may be entitled at any time or times.

Continuing Liability. The Grantor Debtor hereby expressly agrees that, that notwithstanding anything set forth contained herein or elsewhere to the contrary, the Grantor Debtor shall remain solely responsible liable under each contract, agreement, interest or and obligation as assigned to Secured Party and in which Secured Party is granted a Lien has been granted security interest hereunder to the Administrative Agent hereunder for the observance observe and performance of perform all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, ; it being expressly agreed and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank understood that Secured Party shall have any duty, responsibility, no obligation or liability of any kind whatsoever under any such contract, agreement, interest or and/or obligation by reason of or of, arising out of or otherwise in connection with this Security Agreement or Agreement, the assignment thereof by the Grantor assignments to the Administrative Agent or Secured Party herein contained, the granting by the Grantor to the Administrative Agent Secured Party of a Lien thereon any security interest hereunder or the receipt by the Administrative Agent, any Lender or any Issuing Bank Secured Party of any payment relating to any such contract, agreement, interest or and obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank Secured Party be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, manner whatsoever to (a) perform or fulfill any of the obligations of the Grantor Debtor thereunder or pursuant thereto, (b) or to make any payment, payment or to make any inquiry as to the nature or the sufficiency of any payment received by the Grantor it or the sufficiency of any performance by any party under any such contract, agreement, interest or and/or obligation, or (c) to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to the Grantor, on it or in which the Grantor has Secured Party may have been granted a Lien security interest to which the Grantor it may be entitled at any time or times. Further, Debtor hereby indemnifies, and holds harmless Secured Party, against and from any and all liability, loss and damage which Secured Party may incur under or by reason of this Security Agreement or Secured Party's enforcing its rights hereunder and all claims and demands whatsoever which may be asserted against it by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained under any such contract, agreement, interest and/or obligations. If Secured Party should incur any such liability, loss or damage and/or if Secured Party should incur any liabilities, costs or expenses in the defense of any such claims or demands, the amount thereof, including cost, expenses and reasonable attorneys' fees, shall be part of the Secured Obligations, and Debtor shall reimburse Secured Party therefor immediately upon demand, and Debtor's failure to do so shall constitute an Event of Default hereunder.

Continuing Liability. The Grantor hereby expressly agrees that, notwithstanding anything set forth herein to the contrary, the Grantor shall remain solely responsible under each contract, agreement, interest or obligation as to which a Lien has been granted to the Administrative Agent hereunder for the observance and performance of all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative Agent nor any Lender or Issuing Bank shall have any duty, responsibility, obligation or liability under any such contract, agreement, interest or obligation by reason of or arising out of this Security Agreement or the assignment thereof by the Grantor to the Administrative Agent or the granting by the Grantor to the Administrative Agent of a Lien thereon or the receipt by the Administrative Agent, any Lender or any Issuing Bank of any payment relating to any such contract, agreement, interest or obligation pursuant hereto, nor shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, to (a) perform or fulfill any of the obligations of the Grantor thereunder or pursuant thereto, (b) make any payment, or make any inquiry as to the nature or the sufficiency of any payment received by the Grantor or the sufficiency of any performance by any party under any such contract, agreement, interest or obligation, or (c) present or file any claim, or take any action to collect or enforce any performance or payment of any amounts which may have been assigned to the Grantor, on which the Grantor has been granted a Lien to which the Grantor may be entitled at any time or times.

Continuing Liability. The Grantor (a) Debtor hereby expressly agrees that, that notwithstanding anything set forth contained herein or elsewhere to the contrary, the Grantor Debtor shall remain solely responsible liable under each contract, agreement, interest or and obligation as assigned to Collateral Agent and in which Collateral Agent, on behalf of the Secured Parties, is granted a Lien has been granted Security Interest hereunder to the Administrative Agent hereunder for the observance observe and performance of perform all of the conditions and obligations to be observed and performed by the Grantor thereunder, all in accordance with and pursuant to the terms and provisions thereof, ; it being expressly agreed and the exercise by the Administrative Agent, any Lender or any Issuing Bank of any rights under this Security Agreement, the Credit Agreement or any other Loan Document shall not release the Grantor from any of the Grantor's duties or obligations hereunder and under each such contract, agreement, interest or obligation. Neither the Administrative understood that Collateral Agent nor any Lender or Issuing Bank shall have any duty, responsibility, no obligation or liability of any kind whatsoever under any such contract, agreement, interest or and/or obligation by reason of or of, arising out of or otherwise in connection with this Security Agreement or Agreement, the assignment thereof by the Grantor assignments to the Administrative Collateral Agent or herein contained, the granting by the Grantor to the Administrative Collateral Agent of a Lien thereon any Security Interest hereunder or the receipt by the Administrative Agent, any Lender or any Issuing Bank Collateral Agent of any payment relating to any such contract, agreement, interest or and obligation pursuant hereto. Further, neither Collateral Agent nor the Secured Parties shall the Administrative Agent, any Lender or any Issuing Bank be required or obligated (nor to the extent prohibited by the terms of such contract, agreement, interest or obligation or applicable law, rule or regulation, shall the Administrative Agent, Lender or Issuer be permitted), in any manner, manner whatsoever to (a) perform or fulfill any of the obligations of the Grantor Debtor thereunder or pursuant thereto, (b) or to make any payment, payment or to make any inquiry as to the nature or the sufficiency of any payment received by the Grantor it or the sufficiency of any performance by any party under any such contract, agreement, interest or and/or obligation, or (c) to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to the Grantorit or in which Collateral Agent, on which behalf of the Grantor has Secured Parties, may have been granted a Lien security interest to which the Grantor it may be entitled at any time or times. Further, Debtor hereby indemnifies, and holds harmless Collateral Agent and the Secured Parties, against and from any and all liability, loss and damage which Collateral Agent or Secured Parties may incur under or by reason of this Agreement or Collateral Agent's enforcing its rights hereunder and all claims and demands whatsoever which may be asserted against it by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained under any such contract, agreement, interest and/or obligations. If Collateral Agent and/or Secured Parties should incur any such liability, loss or damage and/or if Collateral Agent and/or the Secured Parties should incur any liabilities, costs or expenses in the defense of any such claims or demands, the amount thereof, including cost, expenses and reasonable attorneys' fees, shall be part of the Obligations, and Debtor shall reimburse Collateral Agent and/or the Secured Parties therefor immediately upon demand, and Debtor's failure to do so shall constitute an Event of Default hereunder.