INDIVIDUAL
OR ENTITY (OTHER THAN LENDER) ANY CLAIM BORROWER HAS OR MAY HAVE AGAINST ANY
CROSSED OBLIGOR.
(E)
SUBJECT TO THE PROVISIONS OF SECTION
2.11(G), TO THE EXTENT THAT ANY COLLECTION UPON ANY OF THE LOAN OR THE CROSSED
LOANS IS MADE BY LENDER FROM ONE OF THE CROSSED BORROWERS OR THE CROSSED
PROPERTIES OR OTHER ASSETS OF THE CROSSED BORROWERS (A "CROSSED LOANS
COLLECTION") WHICH, TAKING INTO ACCOUNT ALL OTHER CROSSED LOANS COLLECTIONS THEN
PREVIOUSLY OR CONCURRENTLY MADE BY SUCH CROSSED BORROWER, EXCEEDS THE AMOUNT
WHICH OTHERWISE WOULD HAVE BEEN COLLECTED FROM SUCH CROSSED BORROWER IF EACH OF
BORROWER AND EACH CROSSED BORROWER HAD PAID THE PORTION OF THE LOAN AND CROSSED
LOANS SATISFIED BY SUCH CROSSED LOANS COLLECTION IN THE SAME PROPORTION AS SUCH
CROSSED BORROWER'S "ALLOCABLE AMOUNT" (AS DEFINED BELOW) (AS DETERMINED
IMMEDIATELY PRIOR TO SUCH CROSSED LOANS COLLECTION) BORE TO THE AGGREGATE
ALLOCABLE AMOUNTS OF EACH OF THE BORROWER AND EACH CROSSED BORROWER AS
DETERMINED IMMEDIATELY PRIOR TO THE MAKING OF SUCH CROSSED LOANS COLLECTION,
THEN, FOLLOWING PAYMENT IN FULL IN CASH OF THE ENTIRE LOAN AND CROSSED LOANS,
SUCH CROSSED BORROWER SHALL BE ENTITLED TO RECEIVE CONTRIBUTION AND
INDEMNIFICATION PAYMENTS FROM, AND BE REIMBURSED BY, EACH OF BORROWER AND EACH
OF THE OTHER CROSSED BORROWERS FOR THE AMOUNT OF SUCH EXCESS, PRO RATA BASED
UPON THEIR RESPECTIVE ALLOCABLE AMOUNTS IN EFFECT IMMEDIATELY PRIOR TO SUCH
CROSSED LOANS COLLECTION.
AS OF ANY DATE OF DETERMINATION, THE "ALLOCABLE
AMOUNT" OF BORROWER OR ANY CROSSED BORROWER SHALL BE EQUAL TO THE MAXIMUM AMOUNT
OF THE CLAIM WHICH COULD THEN BE RECOVERED FROM SUCH BORROWER OR CROSSED
BORROWER UNDER THE LOAN DOCUMENTS AND CROSSED LOAN DOCUMENTS WITHOUT RENDERING
SUCH CLAIM VOIDABLE OR AVOIDABLE UNDER SECTION 548 OF CHAPTER 11 OF THE
BANKRUPTCY CODE OR UNDER ANY APPLICABLE STATE UNIFORM FRAUDULENT TRANSFER ACT,
UNIFORM FRAUDULENT CONVEYANCE ACT OR SIMILAR STATUTE OR COMMON LAW.
THE
FOREGOING PROVISION SHALL BE FOR THE BENEFIT OF EACH OF THE CROSSED BORROWERS
AND LENDER, BUT SHALL BE SUBJECT TO MODIFICATION AS PROVIDED IN SECTION 2.11(G)
BELOW AND TO AMENDMENT BY AGREEMENT OF BORROWER AND LENDER, IN EACH CASE WITHOUT
NECESSITY OF ANY AGREEMENT, ACKNOWLEDGMENT OR APPROVAL OF ANY CROSSED BORROWER
OR ANY NOTICE TO ANY CROSSED BORROWER.
SECTION 2.11(E) OF EACH OF THE CROSSED
LOAN AGREEMENTS CONTAINS PROVISIONS SIMILAR TO THIS SECTION 2.11(E) FOR THE
BENEFIT OF LENDER AND (SUBJECT TO THE TERMS THEREOF) BORROWER.
THIS SECTION
2.11(E) AND SECTION 2.11(E) OF EACH OF THE CROSSED LOAN AGREEMENTS ARE INTENDED
ONLY TO DEFINE THE RELATIVE RIGHTS OF THE BORROWER AND CROSSED BORROWERS, AND
NOTHING SET FORTH IN THIS SECTION 2.11(E) OR IN SECTION 2.11(E) OF EACH OF THE
CROSSED LOAN AGREEMENTS IS INTENDED TO OR SHALL IMPAIR THE LIENS AND SECURITY
INTERESTS OF THE LOAN DOCUMENTS AND THE CROSSED LOAN DOCUMENTS OR THE
OBLIGATIONS OF THE BORROWER AND THE CROSSED BORROWERS THEREUNDER.
BORROWER
ACKNOWLEDGES THAT THE RIGHTS OF CONTRIBUTION AND INDEMNIFICATION UNDER THIS
SECTION 2.11(E) AND UNDER SECTION 2.11(E) OF THE CROSSED LOAN AGREEMENTS
CONSTITUTE