failure to record the Mortgage or file any UCC financing
statements (or Indemnitee's improper recording or filing of any thereof) or to
otherwise perfect, protect, secure or insure any security interest or lien given
as security for the Note; and, in any such case, whether with or without notice
to Indemnitor and with or without consideration.
4.2
ENFORCEMENT.
INDEMNIFIED PARTIES MAY ENFORCE THE OBLIGATIONS
OF THE INDEMNITOR WITHOUT FIRST RESORTING TO OR EXHAUSTING ANY SECURITY OR
COLLATERAL, OR WITHOUT FIRST HAVING RECOURSE TO THE LOAN AGREEMENT, THE NOTE,
THE MORTGAGE, OR ANY OTHER SECURITY DOCUMENTS OR ANY OF THE PREMISES, THROUGH
FORECLOSURE PROCEEDINGS OR OTHERWISE; PROVIDED, HOWEVER, THAT NOTHING HEREIN
SHALL INHIBIT OR PREVENT INDEMNITEE AS PERMITTED BY APPLICABLE LAW, FROM SUING
ON THE NOTE, FORECLOSING, OR EXERCISING ANY POWER OF SALE UNDER THE MORTGAGE, OR
EXERCISING ANY OTHER RIGHTS AND REMEDIES THEREUNDER.
THIS AGREEMENT IS NOT
COLLATERAL OR SECURITY FOR THE DEBT OF INDEMNITOR PURSUANT TO THE LOAN, UNLESS
INDEMNITEE EXPRESSLY ELECTS IN WRITING TO MAKE THIS AGREEMENT ADDITIONAL
COLLATERAL OR SECURITY FOR THE DEBT OF INDEMNITOR PURSUANT TO THE LOAN, WHICH
INDEMNITEE IS ENTITLED TO DO IN ITS SOLE DISCRETION.
IT IS NOT NECESSARY FOR AN
EVENT OF DEFAULT TO HAVE OCCURRED FOR THE INDEMNIFIED PARTIES TO EXERCISE THEIR
RIGHTS PURSUANT TO THIS AGREEMENT APPLICABLE TO INDEMNITOR.
NOTWITHSTANDING ANY
PROVISION OF THE LOAN AGREEMENT, THE OBLIGATIONS PURSUANT TO THIS AGREEMENT ARE
EXCEPTIONS TO ANY NON-RECOURSE OR EXCULPATION PROVISION OF THE LOAN AGREEMENT;
INDEMNITOR IS FULLY AND PERSONALLY LIABLE FOR ITS OBLIGATIONS SET FORTH HEREIN.
4.3
WAIVERS.
(A)
INDEMNITOR HEREBY (I) WAIVES ANY RIGHT OR CLAIM OF RIGHT TO
CAUSE A MARSHALING OF THE INDEMNITOR'S ASSETS OR TO CAUSE INDEMNITEE OR OTHER
INDEMNIFIED PARTIES TO PROCEED AGAINST ANY OF THE SECURITY FOR THE LOAN BEFORE
PROCEEDING UNDER THIS AGREEMENT AGAINST INDEMNITOR; (II) RELINQUISHES ALL RIGHTS
AND REMEDIES ACCORDED BY APPLICABLE LAW TO INDEMNITORS OR GUARANTORS, EXCEPT ANY
RIGHTS OF SUBROGATION THAT INDEMNITOR MAY HAVE, PROVIDED
THAT THE INDEMNITY
PROVIDED FOR HEREUNDER SHALL NEITHER BE CONTINGENT UPON THE EXISTENCE OF ANY
SUCH RIGHTS OF SUBROGATION NOR SUBJECT TO ANY CLAIMS OR DEFENSES WHATSOEVER THAT
MAY BE ASSERTED IN CONNECTION WITH THE ENFORCEMENT OR ATTEMPTED ENFORCEMENT OF
SUCH SUBROGATION RIGHTS, INCLUDING, WITHOUT LIMITATION, ANY CLAIM THAT SUCH
SUBROGATION RIGHTS WERE ABROGATED BY ANY ACTS OF INDEMNITEE OR OTHER INDEMNIFIED
PARTIES; (III) WAIVES THE RIGHT TO ASSERT A COUNTERCLAIM, EXCEPT WHEN SUCH
COUNTERCLAIM IS AGAINST A THIRD PARTY, OTHER THAN A MANDATORY OR COMPULSORY
COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST OR BY INDEMNITEE OR
OTHER INDEMNIFIED PARTIES; (IV) WAIVES NOTICE OF ACCEPTANCE HEREOF AND OF ANY
ACTION TAKEN OR OMITTED IN RELIANCE HEREON; (V) WAIVES PRESENTMENT FOR PAYMENT,
DEMAND OF PAYMENT, PROTEST OR NOTICE OF NONPAYMENT OR FAILURE TO PERFORM OR
OBSERVE, OR OTHER PROOF, OR NOTICE OR DEMAND; AND (VI) WAIVES ALL HOMESTEAD
EXEMPTION RIGHTS AGAINST THE OBLIGATIONS HEREUNDER AND THE BENEFITS OF ANY
STATUTES OF LIMITATIONS OR REPOSE.
NO DELAY BY ANY INDEMNIFIED PARTY IN
EXERCISING ANY RIGHT,