[INDIVIDUAL NAME] (“[NAME]”) hereby joins in this Letter Agreement solely for the purpose of agreeing to pay and perform (on a direct and joint and several basis with all other obligors) the Guaranteed Obligations solely to the extent that the Guaranteed Obligations are not enforceable against Sponsor Guarantor and/or AREIT OP is required to forfeit or return any amounts paid to it by Sponsor Guarantor with respect to the Guaranteed Obligations as a result of one or more claims (including, without limitation, any fraudulent transfer, conveyance or similar claim) made by Sponsor Guarantor or any other person or entity (including any creditor of Sponsor Guarantor) that Sponsor Guarantor has received insufficient consideration or reasonably equivalent value for the making of the Guaranteed Obligations (the “Limited Guaranteed Obligations”). [NAME] represents that it is an Affiliate of, and owns all or a majority of direct or indirect ownership interests in, Sponsor and Sponsor Guarantor and has received, or will receive, direct or indirect benefit from the [SHORTNAME] Profit Interest and the making of the Limited Guaranteed Obligations and that it has entered into this Letter Agreement and made the Limited Guaranteed Obligations for a reasonably equivalent value. [NAME] hereby waives any right it may have to, and covenants and agrees that it will not (and it will not, directly or indirectly, cause any person or entity to), directly or indirectly contest, bring any cause of action or claim, or otherwise challenge the validity or enforceability of the Guaranteed Obligations or the Limited Guaranteed Obligations (including, without limitation, on the basis that it (or Sponsor Guarantor) received insufficient consideration or reasonably equivalent value for the making of the Guaranteed Obligations or the Limited Guaranteed Obligations, as applicable).
To the fullest extent permitted by law: (a) [NAME] waives: (i) diligence, protest, notice of protest, presentment, demand of payment, notice of dishonor and all other suretyship defenses; (ii) the right to require AREIT OP or any Other Partner to proceed against any collateral or other security now or hereafter held by AREIT OP or such Other Partner or to pursue any other remedy available to them; (iii) the benefit of or right to assert any statute of limitations affecting liability hereunder or the enforcement thereof; (iv) any defense which may arise by reason of (A) the incapacity, lack of authority, death or disability of, or revocation hereof by, any person or persons, entity or entities, (B) the failure of AREIT OP or any Other Partner to file or enforce any claim against the estate (in probate, bankruptcy or any other proceedings) of [NAME], Sponsor or Sponsor Guarantor or any other person or person, or (C) the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy that [NAME], Sponsor or Sponsor Guarantor may have against any other person, or against any security resulting from the exercise or election of any remedy or remedies; (b) the liability of [NAME] with respect to the Limited Guaranteed Obligations shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of [NAME], in each case which is taken or omitted to be taken with respect to this Letter Agreement or the Limited Guaranteed Obligations; and (c) neither the obligations of [NAME] to make payment with respect to the Limited Guaranteed Obligations nor any remedy for the enforcement thereof shall be impaired, modified, changed, stayed, released or limited in any manner by any impairment, modification, change, release, limitation or stay of the liability of [NAME], Sponsor, Sponsor Guarantor or their respective estate in bankruptcy or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the U.S. Bankruptcy Code or any bankruptcy, insolvency or similar laws of any foreign
