UNTIL PAYMENT IN FULL OF THE SECURED OBLIGATIONS
(INCLUDING TERMINATION OF ALL TRANSACTIONS OUTSTANDING UNDER ANY LENDER PARTY
SWAP DOCUMENTS AND PAYMENT IN FULL OF ALL AMOUNTS PAYABLE THEREUNDER), OR (B) IF
LENDER PARTY IS OBLIGATED TO EXTEND CREDIT TO OR FOR THE BENEFIT OF BORROWER
UNDER THIS AGREEMENT (INCLUDING ANY OBLIGATION THAT MIGHT ARISE ON ACCOUNT OF
ANY LETTER OF CREDIT).
13.2
CONSTRUCTION.
THE PROVISIONS OF THIS AGREEMENT SHALL BE IN
ADDITION TO THOSE OF ANY OTHER LOAN DOCUMENT AND ANY GUARANTY, PLEDGE OR
SECURITY AGREEMENT, MORTGAGE, DEED OF TRUST, SECURITY DEED, NOTE OR OTHER
EVIDENCE OF LIABILITY GIVEN BY ANY BORROWER PARTY TO OR FOR THE BENEFIT OF ANY
LENDER PARTY, ALL OF WHICH SHALL BE CONSTRUED AS COMPLEMENTARY TO EACH OTHER,
AND ALL EXISTING LIABILITIES AND OBLIGATIONS OF ANY BORROWER PARTY TO ANY LENDER
PARTY AND ANY LIENS HERETOFORE GRANTED TO OR FOR THE BENEFIT OF ANY LENDER PARTY
SHALL, EXCEPT AND ONLY TO THE EXTENT EXPRESSLY PROVIDED HEREIN TO THE CONTRARY,
REMAIN IN FULL FORCE AND EFFECT, AND SHALL NOT BE RELEASED, IMPAIRED,
DIMINISHED, OR IN ANY OTHER WAY MODIFIED OR AMENDED AS A RESULT OF THE EXECUTION
AND DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR BY THE AGREEMENTS
AND UNDERTAKING OF ANY BORROWER PARTY CONTAINED HEREIN AND THEREIN.
NOTHING
HEREIN CONTAINED SHALL PREVENT ANY LENDER PARTY FROM ENFORCING ANY OR ALL OTHER
NOTES, GUARANTIES, PLEDGES OR SECURITY AGREEMENTS, MORTGAGES, DEEDS OF TRUST, OR
SECURITY DEEDS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
IN THE EVENT OF A
CONFLICT BETWEEN ANY OF THE PROVISIONS OF THIS AGREEMENT, THE NOTES, ANY ONE OR
MORE OF THE SECURITY DOCUMENTS OR ANY OTHER LOAN DOCUMENT, THE PROVISIONS MOST
FAVORABLE TO LENDER PARTIES SHALL CONTROL.
89
13.3
INDEMNITY.
BORROWER HEREBY AGREES TO INDEMNIFY LENDER PARTIES AND
THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND ATTORNEYS AGAINST, AND TO HOLD
LENDER PARTIES AND ALL SUCH OTHER PERSONS HARMLESS FROM ALL INDEMNIFIED LOSSES
RESULTING FROM ANY REPRESENTATION OR WARRANTY MADE BY ANY BORROWER PARTY OR ON
ANY BORROWER PARTY'S BEHALF PURSUANT TO THIS AGREEMENT HAVING BEEN FALSE WHEN
MADE, OR RESULTING FROM BORROWER'S BREACH OF ANY OF THE COVENANTS SET FORTH IN
THIS AGREEMENT, WHICH INDEMNIFICATION IS IN ADDITION TO, AND NOT IN DEROGATION
OF, ANY STATUTORY, EQUITABLE, OR COMMON LAW RIGHT OR REMEDY LENDER PARTIES MAY
HAVE FOR BREACH OF REPRESENTATION, WARRANTY, STATEMENT OR COVENANT OR OTHERWISE
MAY HAVE UNDER ANY OF THE LOAN DOCUMENTS.
THIS AGREEMENT OF INDEMNITY SHALL BE
A CONTINUING AGREEMENT AND SHALL SURVIVE PAYMENT OF THE LOANS AND TERMINATION OF
THIS AGREEMENT.
13.4
LENDER PARTY'S CONSENT.
EXCEPT WHERE OTHERWISE EXPRESSLY PROVIDED
IN THE LOAN DOCUMENTS, IN ANY INSTANCE WHERE THE APPROVAL, CONSENT, OR THE
EXERCISE OF LENDER PARTY'S JUDGMENT OR DISCRETION IS REQUIRED OR PERMITTED, THE
GRANTING OR DENIAL OF SUCH APPROVAL OR CONSENT AND THE EXERCISE OF SUCH JUDGMENT
OR DISCRETION SHALL BE (A) WITHIN THE SOLE DISCRETION OF LENDER PARTY; AND
(B) DEEMED TO HAVE BEEN GIVEN ONLY BY A SPECIFIC WRITING INTENDED FOR