Common use of Indemnity and Guaranty Clause in Contracts

Indemnity and Guaranty. Indemnitor hereby assumes liability for, hereby guarantees payment to Lender of, hereby agrees to pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against any and all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, attorneys’ fees (which attorneys’ fees shall include but not be limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals)), causes of action, suits, claims, demands and judgments of any nature or description whatsoever (collectively, “Costs”) which may at any time be imposed upon, incurred by or awarded against Lender as a result of any of the Guaranteed Recourse Obligations of Borrower (hereinafter defined). As used herein, the term “Guaranteed Recourse Obligations of Borrower” shall mean all obligations and liabilities of Borrower for which Borrower shall be personally liable pursuant to Section 3 of the Note, together with all costs and expenses, including reasonable fees and out of pocket expenses of attorneys (including but not limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals) and expert witnesses, incurred by Lender in enforcing its rights under this Agreement. This is a guaranty of payment and performance and not of collection. The liability of Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the genuineness, validity or enforceability of the Note, the Security Instrument, or any other Loan Document, or the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan. Indemnitor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, Indemnitor shall nevertheless be fully liable therefor. In the event of a default under the Loan Documents which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Agreement shall nevertheless remain in full force and effect, and Indemnitor shall remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Indemnitor may have against Borrower may be destroyed or diminished by the exercise of any such remedy.

Indemnity and Guaranty. Indemnitor hereby assumes liability for, hereby irrevocably and unconditionally guarantees payment to Lender of, hereby agrees to pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against any and the prompt payment of all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, attorneys’ fees (which attorneys’ fees shall include but not be limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals)fees), causes of action, suits, claims, demands and judgments of any nature or description whatsoever (collectively, “Costs”) which may at arising out of or attributable to (i) the violation of any time be imposed uponapplicable law governing the sale of securities in connection with the structure, organization, sale or syndication of partnership interests in Apartment REIT Xxxxxx Ranch, LP, or in the sale or syndication or tenant in common ownership interest in the property and (ii) the Securities Liabilities (as hereinafter defined) and any legal or other expenses reasonably incurred by Lender, in investigating or awarded against Lender as defending the Securities Liabilities, to the extent such Securities Liabilities relate to a result of Securities and Exchange Commission (“SEC”) investigation, inquiry or proceeding relating to Triple Net Properties, LLC or any of the Guaranteed Recourse Obligations of Borrower (hereinafter defined)its affiliates. As used herein, the term “Guaranteed Recourse Obligations of BorrowerSecurities Liabilities” shall mean all obligations and liabilities any liability, obligation or other remedy (including, without limitation, any right or rescission in favor of any Borrower for which Borrower shall be personally liable or any member of any Borrower) arising from or related to that certain investigation by the SEC captioned “In the matter of Triple Net Properties, LLC” (as well as any subsequent related investigation involving any affiliate of Triple Net Properties, LLC) pursuant to Section 3 of which the Note, together with all costs and expensesSEC has requested information, including reasonable fees financial information, from Triple Net Properties, LLC relating to disclosure in securities offerings sponsored by Triple Net Properties, LLC and out of pocket expenses of attorneys (including but not limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals) and expert witnesses, incurred by Lender in enforcing its rights under this Agreementaffiliates. This is a guaranty of payment and performance and not of collection. The liability of Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the genuineness, validity or enforceability of the Note, the Security Instrument, or any other Loan Document, or the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan. Indemnitor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had made to any collateral for the Loan or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, Indemnitor shall nevertheless be fully liable therefor. In the event of a default under the Loan Documents which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Agreement shall nevertheless remain in full force and effect, and Indemnitor shall remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Indemnitor may have against Borrower may be destroyed or diminished by the exercise of any such remedy.

Indemnity and Guaranty. Indemnitor hereby assumes liability for, hereby irrevocably and unconditionally guarantees payment to Lender of, hereby agrees to pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against any and the prompt payment of all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, attorneys’ fees (which attorneys’ fees shall include but not be limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals)fees), causes of action, suits, claims, demands and judgments of any nature or description whatsoever (collectively, “Costs”) which may at arising out of or attributable to (i) the violation of any time be imposed uponapplicable law governing the sale of securities in connection with the structure, organization, sale or syndication of membership interests in NNN Healthcare/Office REIT Peachtree, LLC, or in the sale or syndication or tenant in common ownership interest in the property and (ii) the Securities Liabilities (as hereinafter defined) and any legal or other expenses reasonably incurred by Lender, in investigating or awarded against Lender as defending the Securities Liabilities, to the extent such Securities Liabilities relate to a result of Securities and Exchange Commission (“SEC”) investigation, inquiry or proceeding relating to Triple Net Properties, LLC or any of the Guaranteed Recourse Obligations of Borrower (hereinafter defined)its affiliates. As used herein, the term “Guaranteed Recourse Obligations of BorrowerSecurities Liabilities” shall mean all obligations and liabilities any liability, obligation or other remedy (including, without limitation, any right or rescission in favor of any Borrower for which Borrower shall be personally liable or any member of any Borrower) arising from or related to that certain investigation by the SEC captioned “In the matter of Triple Net Properties, LLC” (as well as any subsequent related investigation involving any affiliate of Triple Net Properties, LLC) pursuant to Section 3 of which the Note, together with all costs and expensesSEC has requested information, including reasonable fees financial information, from Triple Net Properties, LLC relating to disclosure in securities offerings sponsored by Triple Net Properties, LLC and out of pocket expenses of attorneys (including but not limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals) and expert witnesses, incurred by Lender in enforcing its rights under this Agreementaffiliates. This is a guaranty of payment and performance and not of collection. The liability of Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the genuineness, validity or enforceability of the Note, the Security Instrument, or any other Loan Document, or the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan. Indemnitor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had made to any collateral for the Loan or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, Indemnitor shall nevertheless be fully liable therefor. In the event of a default under the Loan Documents which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Agreement shall nevertheless remain in full force and effect, and Indemnitor shall remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Indemnitor may have against Borrower may be destroyed or diminished by the exercise of any such remedy.

Indemnity and Guaranty. Indemnitor hereby assumes liability for, hereby guarantees payment to Lender of, hereby agrees to pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against any and all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, attorneys’ fees (which attorneys’ fees shall include but not be limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals)), causes of action, suits, claims, demands and judgments of any nature or description whatsoever (collectively, “Costs”) which may at any time be imposed upon, incurred by or awarded against Lender as a result of any of the Guaranteed Recourse Obligations of Borrower (hereinafter defined). As used herein, the term “Guaranteed Recourse Obligations of Borrower” shall mean all obligations and liabilities of Borrower for which Borrower shall be personally liable pursuant to Section 3 of the Note, together with all costs and expenses, including reasonable fees and out of pocket expenses of attorneys (including but not limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals) and expert witnesses, incurred by Lender in enforcing its rights under this Agreement. This is a guaranty of payment and performance and not of collection. The liability of Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the genuineness, validity or enforceability of the Note, the Security Instrument, or any other Loan Document, or the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan. Indemnitor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, Indemnitor shall nevertheless be fully liable therefor. In the event of a default under the Loan Documents which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Agreement shall nevertheless remain in full force and effect, and Indemnitor shall remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Indemnitor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. 2.

Indemnity and Guaranty. Indemnitor hereby assumes liability for, hereby guarantees payment to Lender of, hereby agrees to pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against any and all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, attorneys’ fees (which attorneys’ fees shall include but not be limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals)), causes of action, suits, claims, demands and judgments of any nature or description whatsoever (collectively, “Costs”) which may at any time be imposed upon, incurred by or awarded against Lender as a result of any of the Guaranteed Recourse Obligations of Borrower (hereinafter defined). As used herein, the term “Guaranteed Recourse Obligations of Borrower” shall mean all obligations and liabilities of Borrower for 2 Exhibit 10.8 which Borrower shall be personally liable pursuant to Section 3 of the Note, together with all costs and expenses, including reasonable fees and out of pocket expenses of attorneys (including but not limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals) and expert witnesses, incurred by Lender in enforcing its rights under this Agreement. This is a guaranty of payment and performance and not of collection. The liability of Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the genuineness, validity or enforceability of the Note, the Security Instrument, or any other Loan Document, or the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan. Indemnitor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, Indemnitor shall nevertheless be fully liable therefor. In the event of a default under the Loan Documents which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Agreement shall nevertheless remain in full force and effect, and Indemnitor shall remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Indemnitor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. 2.

Indemnity and Guaranty. Indemnitor hereby assumes liability for, hereby guarantees payment to Lender of, hereby agrees to pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against any and all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, attorneys’ fees (which attorneys’ fees shall include but not be limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals)' fees), causes of action, suits, claims, demands and judgments of any nature or description whatsoever (collectively, “"Costs”") which may at any time be imposed upon, incurred by or awarded against Lender as a result of: (i) proceeds paid under any insurance policies (or paid as a result of any other claim or cause of action against any person or entity) by reason of damage, loss or destruction to all or any portion of the Guaranteed Recourse Obligations Security Property, to the full extent of Borrower (hereinafter defined). As used hereinsuch proceeds not previously delivered to Lender, but which, under the term “Guaranteed Recourse Obligations terms of Borrower” shall mean all obligations and liabilities of Borrower for which Borrower shall be personally liable pursuant to Section 3 of the Note, together with all costs and expenses, including reasonable fees and out of pocket expenses of attorneys (including but not limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals) and expert witnesses, incurred by Lender in enforcing its rights under this Agreement. This is a guaranty of payment and performance and not of collection. The liability of Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the genuineness, validity or enforceability of the Note, the Security Instrument, or any other Loan Document, or the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan. Indemnitor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, Indemnitor shall nevertheless be fully liable therefor. In should have been delivered to Lender; (ii) proceeds or awards resulting from the event condemnation or other taking in lieu of a default under the Loan Documents which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure condemnation of all or any portion of the collateral for Security Property, to the Loanfull extent of such proceeds or awards not previously delivered to Lender, but which, under the terms of the Loan Documents, should have been delivered to Lender; (iii) thereunder all tenant security deposits or hereunderother refundable deposits paid to or held by Borrower or any other person or entity in connection with leases of all or any portion of the Security Property which are not applied in accordance with the terms of the applicable lease or other agreement, or which are not delivered to Lender upon a foreclosure of the Security Property or action in lieu thereof, unless such deposits have previously been delivered to Lender's servicer pursuant to the Lockbox Agreement; (iv) rent and other payments received from tenants under leases of all or any orderportion of the Security Property paid more than one month in advance, except to the extent such rent and other payments have been deposited in the "Lockbox Account" established pursuant to the Lockbox Agreement; (v) rents, issues, profits, revenues and proceeds of accounts or general intangibles of all or any portion of the Security Property received or applicable to a period after any notice of default from Lender under the Loan Documents, except to the extent such rents, issues, profits or revenues have been deposited in the "Lockbox Account" established pursuant to the Lockbox Agreement;(vi) waste committed on the Security Property, damage to the Security Property as a result of the intentional misconduct or negligence of Borrower or any of its principals, officers or general partners, or any agent or employee of such persons, or any removal or disposal of the Security Property in violation of the terms of the Loan Documents; (vii) any valid taxes, assessments, mechanic's liens, materialmen's liens or other liens not paid to the appropriate payee which could create liens on any portion of the Security Property which would be superior to the lien or security title of the Deed of Trust or the other Loan Documents, to the full extent of the amount claimed by any such lien claimant; (viii) all obligations and indemnities of Borrower under the Loan Documents relating to hazardous or toxic substances or compliance with environmental laws and regulations to the full extent of any losses or damages (including those resulting from diminution in value of any Security Property) incurred by Lender as a result of the existence of such hazardous or toxic substances or failure to comply with environmental laws or regulations; (ix) failure of the Security Property to be in compliance with the requirements of the Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of 1988, all state and local laws and ordinances related to handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities; (x) failure to operate and maintain the Security Property in accordance with other laws, ordinances and regulations relating thereto; (xi) all rightsobligations of Borrower under the Loan Documents to indemnify, powers hold harmless or defend Lender against any claims, actions or demands against Lender relating to the loan evidenced hereby, the Loan Documents or the Security Property other than those finally determined to have resulted solely from the gross negligence or willful misconduct of Lender; (xii) fraud or material misrepresentation by Borrower or any member or general partner in Borrower, or by any principals, officers or general partners of Borrower or any member or general partner in Borrower, or by any guarantor, any indemnitor or any agent, employee or other person authorized or apparently authorized to make statements or representations on behalf of Borrower or any member or general partner in Borrower, or on behalf of any principal, officer or general partner of Borrower or of any member or general partner in Borrower, or on behalf of any guarantor or any indemnitor, to the full extent of any losses, damages and expenses incurred by Lender on account thereof; (xiii) the amount of any loss or damage to the Security Property resulting from flood or earthquake, to the extent such loss or damage is not covered by flood or earthquake insurance, respectively (whether such lack of coverage results from coverage limits, deductibles, coinsurance provisions, or otherwise); (xiv) the amount of any loss, damage or liability incurred by Lender as a result of Borrower's hazard insurance coverage on the Security Property being less than full replacement cost coverage; (xv) any loss of the Security Property due to forfeiture thereof or of any portion thereof or interest therein as a result of any criminal or quasi-criminal activity by Borrower (or any person so related to Borrower or the Security Property that the Security Property or any portion thereof or any interest therein might be forfeited on account of the activity of such person), to the full extent of the diminution in the net realizable value to Lender of the Security Property; (xvi) costs and expenses (including, without limitation, attorney's fees) incurred by Lender in the enforcement of Lender's rights and remedies available to Lender in such event shall be non-exclusive and cumulative under the Note or any of all the other rightsLoan Documents, powers and remedies provided thereunder or hereunder or by at law or in equity. If equity with respect to the indebtedness loan evidenced and obligations guaranteed hereby are partially paid secured by the Loan Documents; (xvii) all out of pocket costs and expenses, including, without limitation, legal fees and expenses and fees and expenses of other third party consultants, sustained or discharged incurred by reason Lender in the event of a voluntary bankruptcy filing by Borrower, any member or general partner in Borrower, any Indemnitor, or President Riverboat Casino-Mississippi, Inc. ("President Mississippi") or any person or entity succeeding to the exercise rights of any of the remedies available to LenderPresident Mississippi under that certain Restated Lease Agreement dated November, this Agreement shall nevertheless remain in full force and effect1992, and Indemnitor shall remain liable for all remaining indebtedness effective as of July 15, 1992, as amended, between BH Acquisition Corporation and obligations guaranteed hereby, even though any rights which Indemnitor may have against Borrower may be destroyed or diminished by the exercise of President Mississippi (President Mississippi and any such remedy.person or entity succeeding to such rights under the Restated Lease Agreement being hereinafter referred to as "Sublessee"), or an involuntary

Indemnity and Guaranty. Indemnitor hereby assumes liability for, hereby irrevocably and unconditionally guarantees payment to Lender of, hereby agrees to pay, protect, defend and save Lender harmless from and against, and hereby indemnifies Lender from and against any and the prompt payment of all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, attorneys’ fees (which attorneys’ fees shall include but not be limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals)fees), causes of action, suits, claims, demands and judgments of any nature or description whatsoever (collectively, “Costs”) which may at arising out of or attributable to (i) the violation of any time be imposed uponapplicable law governing the sale of securities in connection with the structure, organization, sale or syndication of partnership interests in Apartment REIT Hidden Lakes, LP, or in the sale or syndication or tenant in common ownership interest in the property and (ii) the Securities Liabilities (as hereinafter defined) and any legal or other expenses reasonably incurred by Lender, in investigating or awarded against Lender as defending the Securities Liabilities, to the extent such Securities Liabilities relate to a result of Securities and Exchange Commission (“SEC”) investigation, inquiry or proceeding relating to Triple Net Properties, LLC or any of the Guaranteed Recourse Obligations of Borrower (hereinafter defined)its affiliates. As used herein, the term “Guaranteed Recourse Obligations of BorrowerSecurities Liabilities” shall mean all obligations and liabilities any liability, obligation or other remedy (including, without limitation, any right or rescission in favor of any Borrower for which Borrower shall be personally liable or any member of any Borrower) arising from or related to that certain investigation by the SEC captioned “In the matter of Triple Net Properties, LLC” (as well as any subsequent related investigation involving any affiliate of Triple Net Properties, LLC) pursuant to Section 3 of which the Note, together with all costs and expensesSEC has requested information, including reasonable fees financial information, from Triple Net Properties, LLC relating to disclosure in securities offerings sponsored by Triple Net Properties, LLC and out of pocket expenses of attorneys (including but not limited to appellate fees and fees for all paralegals, legal assistants and other paraprofessionals) and expert witnesses, incurred by Lender in enforcing its rights under this Agreementaffiliates. This is a guaranty of payment and performance and not of collection. The liability of Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the genuineness, validity or enforceability of the Note, the Security Instrument, or any other Loan Document, or the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan. Indemnitor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had made to any collateral for the Loan or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, Indemnitor shall nevertheless be fully liable therefor. In the event of a default under the Loan Documents which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Agreement shall nevertheless remain in full force and effect, and Indemnitor shall remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Indemnitor may have against Borrower may be destroyed or diminished by the exercise of any such remedy.