Personal Liability Based on Lender’s Loss. Borrower shall be personally liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered by Lender as a result of, subject to any notice and cure period, if any: failure to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by Borrower): all Rents to which Lender is entitled under the Loan Documents; and the amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to the applicable Leases; failure to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums pursuant to Section 12.3(ppppp); failure to apply all insurance proceeds received by Borrower or any amounts received by Borrower in connection with a Condemnation Action, as required by the Loan Documents; failure to comply with any provision of this Loan Agreement or any other Loan Document relating to the delivery of books and records, statements, schedules, and reports; except to the extent directed otherwise by Lender pursuant to Section 3.2(q)(1), failure to apply Rents to the ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that Borrower will not be personally liable with respect to Rents that are distributed by Borrower in any calendar year if Borrower has paid all ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts for such calendar year; waste or abandonment of the Mortgaged Property; or grossly negligent or reckless unintentional material misrepresentation or omission by Borrower, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Guarantor, or Key Principal in connection with ongoing financial or other reporting required by the Loan Documents, or any request for action or consent by Lender. Notwithstanding the foregoing, Borrower shall not have personal liability under clauses (1), (3), or (5) above to the extent that Borrower lacks the legal right to direct the disbursement of the applicable funds due to an involuntary Bankruptcy Event that occurs without the consent, encouragement, or active participation of Borrower, Guarantor, Key Principal, or any Borrower Affiliate.
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Personal Liability Based on Lender’s Loss. Borrower shall be personally liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered by Lender as a result of, subject to any notice and cure period, if any: failure to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by BorrowerBorrower or Affiliated Property Operator): all Rents to which Lender is entitled under the Loan Documents; and the amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to the applicable Leases; failure to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums pursuant to Section 12.3(ppppp12.3(dddddd); failure to apply all insurance proceeds received by Borrower or Affiliated Property Operator or any amounts received by Borrower or Affiliated Property Operator in connection with a Condemnation Action, as required by the Loan Documents; failure to comply with any provision of this Loan Agreement or any other Loan Document relating to the delivery of books and records, statements, schedules, and reports; except to the extent directed otherwise by Lender pursuant to Section 3.2(q)(1), failure to apply Rents to the ordinary and necessary expenses of owning and operating or operating, as applicable, the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that Borrower will not be personally liable with respect to Rents that are distributed by Borrower in any calendar year if Borrower has paid all ordinary and necessary expenses of owning and operating or operating, as applicable, the Mortgaged Property and Debt Service Amounts for such calendar year; waste or abandonment of the Mortgaged Property; or grossly negligent or reckless unintentional material misrepresentation or omission by Borrower, Affiliated Property Operator, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Affiliated Property Operator, Guarantor, or Key Principal in connection with ongoing financial or other reporting required by the Loan Documents, or any request for action or consent by Lender; failure to cause the renewal, continuation, extension, or maintenance of all Licenses or, if any Licenses are to be transferred to a transferee approved by Lender, failure to cause such Licenses to be transferred or reissued within the period of time required under applicable law and to provide to Lender written notice of such transfer including copies of the newly issued Licenses; or revocation or termination without Lender’s consent of the standing instructions from Borrower or Property Operator to the depositary bank pursuant to any Depositary Agreement. Notwithstanding the foregoing, Borrower shall not have personal liability under clauses (1), (3), or (5) above to the extent that Borrower lacks the legal right to direct the disbursement of the applicable funds due to an involuntary Bankruptcy Event that occurs without the consent, encouragement, or active participation of Borrower, Affiliated Property Operator, Guarantor, Key Principal, or any Borrower Affiliate.
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Personal Liability Based on Lender’s Loss. Borrower shall be personally liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered by Lender as a result of, subject to any notice and cure period, if any: failure by any Obligor to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by BorrowerObligor): all Rents to which Lender is entitled under the Loan Documents; and the amount of all security deposits then held or thereafter collected by Borrower IDOT Guarantor from tenants and not properly applied pursuant to the applicable Leases; failure by any Obligor to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums pursuant to Section 12.3(ppppp12.3(ooooo); failure by any Obligor to apply all insurance proceeds received by Borrower Obligor or any amounts received by Borrower Obligor in connection with a Condemnation Action, as required by the Loan Documents; failure by any Obligor to comply with any provision of this Loan Agreement or any other Loan Document relating to the delivery of books and records, statements, schedules, and reports; except to the extent directed otherwise by Lender pursuant to Section 3.2(q)(1), failure by any Obligor to apply Rents to the ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that Borrower will not be personally liable with respect to Rents that are distributed by Borrower Obligor in any calendar year if Borrower IDOT Guarantor has paid all ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts for such calendar year; waste or abandonment of the Mortgaged PropertyProperty by any Obligor; or grossly negligent or reckless unintentional material misrepresentation or omission by Borrower, IDOT Guarantor, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, IDOT Guarantor, Guarantor, or Key Principal in connection with ongoing on-going financial or other reporting required by the Loan Documents, or any request for action or consent by Lender. Notwithstanding the foregoing, Borrower shall not have personal liability under clauses (1), (3), or (5) above to the extent that Borrower lacks the legal right to direct the disbursement of the applicable funds due to an involuntary Bankruptcy Event that occurs without the consent, encouragement, or active participation of Borrower, IDOT Guarantor, Guarantor, or Key Principal, any Person Controlling Borrower, IDOT Guarantor, Guarantor, or Key Principal or any Borrower AffiliatePerson Controlled by or under common Control with Borrower, IDOT Guarantor, Guarantor, or Key Principal.
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Personal Liability Based on Lender’s Loss. Borrower shall be personally liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered by Lender as a result of, subject to any notice and cure period, if any: failure to pay as directed by Lender upon demand after an Event of Default (to the extent actually received by BorrowerBorrower or Master Lessee): all Rents to which Lender is entitled under the Loan Documents; and the amount of all security deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to the applicable Leases; failure to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums pursuant to Section 12.3(ppppp1.16(c); failure to apply all insurance proceeds received by Borrower or Master Lessee or any amounts received by Borrower or Master Lessee in connection with a Condemnation Action, as required by the Loan Documents; failure to comply with any provision of this Loan Agreement or Agreement, any other Loan Document or the Property Level Assignment of Leases and Rents relating to the delivery of books and records, statements, schedules, and reports; except to the extent directed otherwise by Lender pursuant to Section 3.2(q)(11.02(a)(1), failure by Borrower or Master Lessee to apply Rents to the ordinary and necessary expenses of owning and operating or operating, as applicable, the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that Borrower will not be personally liable with respect to Rents that are distributed by Borrower or Master Lessee in any calendar year if Borrower or Master Lessee, as applicable, has paid all ordinary and necessary expenses of owning and operating or operating, as applicable, the Mortgaged Property Property, and Debt Service Amounts for such calendar year; waste or abandonment of the Mortgaged Property; or grossly negligent or reckless unintentional material misrepresentation or omission by Borrower, Master Lessee, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder, or trustee of Borrower, Master Lessee, Guarantor, or Key Principal in connection with ongoing financial or other reporting required by the Loan Documents, or any request for action or consent by Lender; any claims, actions, suits or proceedings arising from any tenant opportunity to purchase act applicable to and affecting the Mortgaged Property, including costs, attorneys’ fees, and expenses incurred in connection with such claims, actions, suits or proceedings; failure of the Master Lease to be subordinate to the lien of the Security Instrument or failure of the Master Lease to be terminated if so elected by Lender in accordance with the Loan Documents; failure to effect a DST Conversion pursuant to a Springing Transfer; failure by Borrower to comply with the terms of the DST Trust Agreement; failure to comply with Section 7.01(9) of this Loan Agreement; failure by Borrower to enforce all terms, conditions, provisions, requirements, and remedies under the Master Lease Documents against Master Lessee as directed by Lender after an Event of Default; the modification or amendment of the DST Trust Agreement without Lender’s prior written consent, other than any amendment or modification that complies with the terms of the Loan Documents; any amendment, modification or termination of the Master Lease without Lender’s prior written consent; failure to comply with Delaware law applicable to Borrower’s formation, status and existence as a Delaware Statutory Trust, including any resulting claims by individual members or holders of beneficial ownership interests in Borrower; or failure to comply with applicable securities laws and/or regulations (including the Investment Company Act of 1940) as the same pertain to the solicitation, sale and/or offering of beneficial ownership interests in Borrower to investors. Notwithstanding the foregoing, Borrower shall not have personal liability under clauses (1), (3), or (5) above to the extent that Borrower lacks the legal right to direct the disbursement of the applicable funds due to an involuntary Bankruptcy Event that occurs without the consent, encouragement, or active participation of Borrower, Master Lessee, Guarantor, Key Principal, ; or any Borrower Affiliate.
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