OR MORTGAGED THEIR
PROPERTY TO SECURE THE OBLIGATIONS OF SUCH BORROWER TO LENDERS.
(E)
EACH BORROWER SHALL BE LIABLE TO A FUNDING BORROWER IN AN
AMOUNT EQUAL TO THE GREATER OF (I) THE (A) RATIO OF THE BENEFIT AMOUNT OF SUCH
BORROWER TO THE TOTAL AMOUNT OF OBLIGATIONS, MULTIPLIED BY (B) THE AMOUNT OF
OBLIGATIONS PAID BY SUCH FUNDING BORROWER, OR (II) 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 ABOVE,
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.
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(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)
REIMBURSEMENT CONTRIBUTION PAYMENTS PAYABLE BY A BORROWER
PURSUANT TO THE TERMS OF THIS SECTION SHALL BE PAID UNTIL ALL AMOUNTS THEN DUE
AND PAYABLE BY ALL OF BORROWERS TO ADMINISTRATIVE AGENT AND LENDERS, PURSUANT TO
THE TERMS OF THE LOAN DOCUMENTS, ARE PAID IN FULL IN CASH.
NOTHING CONTAINED IN
THIS SECTION SHALL LIMIT OR AFFECT IN ANY WAY THE OBLIGATIONS OF ANY BORROWER TO
ADMINISTRATIVE AGENT AND LENDERS UNDER THE LOAN DOCUMENTS.
(I)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER
WAIVES:
(I)
ANY RIGHT
TO REQUIRE ADMINISTRATIVE AGENT AND LENDERS TO PROCEED AGAINST ANY OTHER
BORROWER OR ANY OTHER PERSON OR TO PROCEED AGAINST OR EXHAUST ANY SECURITY HELD
BY ADMINISTRATIVE AGENT FOR THE BENEFIT OF LENDERS AT ANY TIME OR TO PURSUE ANY
OTHER REMEDY IN ADMINISTRATIVE AGENT'S OR ANY LENDER'S POWER BEFORE PROCEEDING
AGAINST BORROWER;
(II)
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 OTHER BORROWER OR ANY GUARANTOR FROM ANY CAUSE OTHER THAN FULL
PAYMENT OF ALL SUMS PAYABLE UNDER THE LOAN DOCUMENTS;
(III)
ANY DEFENSE