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).
(VI)
IN THE EVENT THAT AT ANY TIME THERE EXIST TWO
OR MORE FUNDING BORROWERS WITH RESPECT TO ANY CONTRIBUTION (IN ANY SUCH CASE,
THE "APPLICABLE CONTRIBUTION"), THEN REIMBURSEMENT CONTRIBUTIONS FROM THE OTHER
BORROWERS PURSUANT HERETO SHALL BE ALLOCATED AMONG SUCH FUNDING BORROWERS IN
PROPORTION TO THE RESPECTIVE AMOUNTS OF THE CONTRIBUTION MADE FOR OR ON ACCOUNT
OF THE OTHER BORROWERS BY SUCH FUNDING BORROWERS 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 9.9, THAT
BORROWER ENTITY 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 9.9.
(VII)
EACH BORROWER ENTITY ACKNOWLEDGES THAT THE RIGHT
TO REIMBURSEMENT CONTRIBUTIONS HEREUNDER SHALL CONSTITUTE AN ASSET IN FAVOR OF
THE BORROWER ENTITY TO WHICH SUCH REIMBURSEMENT CONTRIBUTION IS OWING.
(VIII)
NO REIMBURSEMENT CONTRIBUTION PAYMENTS PAYABLE BY
A BORROWER PURSUANT TO THE TERMS OF THIS SECTION 9.9 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 9.9 SHALL LIMIT OR AFFECT IN ANY WAY THE OBLIGATIONS OF ANY BORROWER TO
LENDER UNDER THIS NOTE OR ANY OTHER LOAN DOCUMENTS.
(IX)
EACH BORROWER ENTITY WAIVES:
(A)
ANY RIGHT TO REQUIRE LENDER TO PROCEED AGAINST
ANY OTHER BORROWER ENTITY 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 ANY BORROWER ENTITY;
(B)
THE DEFENSE OF THE STATUTE OF LIMITATIONS IN
ANY ACTION AGAINST ANY OTHER BORROWER ENTITY 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 ENTITY, ANY GUARANTOR OF ANY OTHER PERSON
OR BY REASON OF THE CESSATION OR LIMITATION OF THE LIABILITY OF ANY OTHER
BORROWER ENTITY OR ANY GUARANTOR FROM ANY CAUSE OTHER THAN FULL PAYMENT OF ALL
SUMS PAYABLE UNDER THE NOTE, THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS;
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(D)
ANY DEFENSE BASED UPON ANY LACK OF AUTHORITY
OF THE OFFICERS, DIRECTORS, PARTNERS OR AGENTS ACTING OR PURPORTING TO ACT ON
BEHALF OF ANY OTHER BORROWER ENTITY OR ANY PRINCIPAL OF ANY OTHER BORROWER OR
ANY DEFECT IN THE FORMATION OF ANY OTHER BORROWER ENTITY OR ANY PRINCIPAL OF ANY
OTHER BORROWER ENTITY;
(E)
ANY DEFENSE BASED UPON ANY STATUTE OR RULE
OF LAW WHICH PROVIDES THAT THE OBLIGATION OF A SURETY MUST BE NEITHER LARGER IN
AMOUNT NOR IN ANY OTHER RESPECTS MORE BURDENSOME THAN THAT OF A