THE LOAN
DOCUMENTS TO THE EXTENT SUCH OTHER BORROWERS HAVE GUARANTEED OR MORTGAGED THEIR
PROPERTIES TO SECURE THE OBLIGATIONS OF SUCH BORROWER TO LENDER.
(E)
EACH BORROWER SHALL BE LIABLE TO A FUNDING BORROWER IN AN AMOUNT
EQUAL TO THE GREATER OF (A) THE (I) RATIO OF THE BENEFIT AMOUNT OF SUCH BORROWER
TO THE TOTAL
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AMOUNT OF OBLIGATIONS, MULTIPLIED BY (II) THE AMOUNT OF OBLIGATIONS PAID BY SUCH
FUNDING BORROWER, OR (B) NINETY-FIVE PERCENT (95%) OF THE EXCESS OF THE FAIR
SALEABLE VALUE OF THE PROPERTY OF SUCH BORROWER OVER THE TOTAL LIABILITIES OF
SUCH BORROWER (INCLUDING THE MAXIMUM AMOUNT REASONABLY EXPECTED TO BECOME DUE IN
RESPECT OF CONTINGENT LIABILITIES) DETERMINED AS OF THE DATE ON WHICH THE
PAYMENT MADE BY A FUNDING BORROWER IS DEEMED MADE FOR PURPOSES HEREOF (GIVING
EFFECT TO ALL PAYMENTS MADE BY OTHER FUNDING BORROWERS AS OF SUCH DATE IN A
MANNER TO MAXIMIZE THE AMOUNT OF SUCH CONTRIBUTIONS).
(F)
IN THE EVENT THAT AT ANY TIME THERE EXISTS MORE THAN ONE FUNDING
BORROWER WITH RESPECT TO ANY CONTRIBUTION (IN ANY SUCH CASE, THE "APPLICABLE
CONTRIBUTION"), THEN REIMBURSEMENT CONTRIBUTIONS FROM OTHER BORROWERS PURSUANT
HERETO SHALL BE ALLOCATED AMONG SUCH FUNDING BORROWERS IN PROPORTION TO THE
TOTAL AMOUNT OF THE CONTRIBUTION MADE FOR OR ON ACCOUNT OF THE OTHER BORROWERS
BY EACH SUCH FUNDING BORROWER PURSUANT TO THE APPLICABLE CONTRIBUTION. IN THE
EVENT THAT AT ANY TIME ANY BORROWER PAYS AN AMOUNT HEREUNDER IN EXCESS OF THE
AMOUNT CALCULATED PURSUANT TO THIS SECTION 9.5, THAT BORROWER SHALL BE DEEMED TO
BE A FUNDING BORROWER TO THE EXTENT OF SUCH EXCESS AND SHALL BE ENTITLED TO A
REIMBURSEMENT CONTRIBUTION FROM THE OTHER BORROWERS IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION.
(G)
EACH BORROWER ACKNOWLEDGES THAT THE RIGHT TO REIMBURSEMENT
CONTRIBUTION HEREUNDER SHALL CONSTITUTE AN ASSET IN FAVOR OF BORROWER TO WHICH
SUCH REIMBURSEMENT CONTRIBUTION IS OWING.
(H)
NO REIMBURSEMENT CONTRIBUTION PAYMENTS PAYABLE BY A BORROWER
PURSUANT TO THE TERMS OF THIS SECTION 9.5 SHALL BE PAID UNTIL ALL AMOUNTS THEN
DUE AND PAYABLE BY ALL OF BORROWERS TO LENDER, PURSUANT TO THE TERMS OF THE LOAN
DOCUMENTS, ARE PAID IN FULL IN CASH.
NOTHING CONTAINED IN THIS SECTION 9.5
SHALL LIMIT OR AFFECT IN ANY WAY THE OBLIGATIONS OF ANY BORROWER TO LENDER UNDER
THIS NOTE OR ANY OTHER LOAN DOCUMENTS.
(I)
EACH BORROWER WAIVES:
(A)
ANY RIGHT TO REQUIRE LENDER TO PROCEED AGAINST ANY OTHER BORROWER
OR ANY OTHER PERSON OR TO PROCEED AGAINST OR EXHAUST ANY SECURITY HELD BY LENDER
AT ANY TIME OR TO PURSUE ANY OTHER REMEDY IN LENDER'S POWER BEFORE PROCEEDING
AGAINST BORROWER;
(B)
THE DEFENSE OF THE STATUTE OF LIMITATIONS IN ANY ACTION AGAINST
ANY OTHER BORROWER OR FOR THE COLLECTION OF ANY INDEBTEDNESS OR THE PERFORMANCE
OF ANY OBLIGATION UNDER THE LOAN;
(C)
ANY DEFENSE BASED UPON ANY LEGAL DISABILITY OR OTHER DEFENSE OF
ANY OTHER BORROWER, ANY GUARANTOR OF ANY OTHER PERSON OR BY REASON OF THE
CESSATION OR LIMITATION OF THE LIABILITY OF ANY