DOCUMENTS TO THE EXTENT SUCH OTHER
BORROWER ENTITIES HAVE PLEDGED THEIR RESPECTIVE PLEDGED INTERESTS (AS DEFINED IN
THE PLEDGE AGREEMENT) TO SECURE THE OBLIGATIONS OF SUCH BORROWER ENTITY TO
LENDER.
(V)
EACH BORROWER ENTITY 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
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ENTITY TO THE TOTAL AMOUNT OF OBLIGATIONS, MULTIPLIED BY (II) THE AMOUNT OF
OBLIGATIONS PAID BY SUCH FUNDING BORROWER, AND (B) NINETY-FIVE PERCENT (95%) OF
THE EXCESS OF THE FAIR SALEABLE VALUE OF THE ASSETS OF SUCH BORROWER OVER THE
TOTAL LIABILITIES OF SUCH BORROWER ENTITY (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).
(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