PART THEREOF, IS, PURSUANT TO
APPLICABLE LAW, RESCINDED OR REDUCED IN AMOUNT, OR MUST OTHERWISE BE RESTORED OR
RETURNED BY BORROWER, WHETHER AS A "VOIDABLE PREFERENCE", "FRAUDULENT
CONVEYANCE", OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT OR PERFORMANCE HAD NOT
BEEN MADE.
IN THE EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS RESCINDED,
REDUCED, RESTORED OR RETURNED, THE DEBT SHALL BE REINSTATED AND DEEMED REDUCED
ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.
SECTION 7.33.
REALLOCATION OF LOAN AMOUNTS.
LENDER, WITHOUT IN ANY WAY
LIMITING ITS OTHER RIGHTS HEREUNDER, IN ITS SOLE AND ABSOLUTE DISCRETION, SHALL
HAVE THE RIGHT TO REALLOCATE THE AMOUNT OF THE LOAN AND THE MORTGAGE LOAN AND/OR
ADJUST THE INTEREST RATE RATES THEREON PROVIDED THAT (I) THE AGGREGATE PRINCIPAL
AMOUNT OF THE LOAN AND THE MORTGAGE LOAN IMMEDIATELY FOLLOWING SUCH REALLOCATION
SHALL EQUAL THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN AND THE MORTGAGE LOAN
IMMEDIATELY PRIOR TO SUCH REALLOCATION, AND (II) THE INITIAL WEIGHTED AVERAGE
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INTEREST RATE OF THE NOTE AND THE NOTE EVIDENCING THE MORTGAGE LOAN IMMEDIATELY
FOLLOWING SUCH REALLOCATION SHALL EQUAL THE WEIGHTED AVERAGE INTEREST RATE WHICH
WAS APPLICABLE TO THE NOTE AND THE NOTE EVIDENCING THE MORTGAGE LOAN IMMEDIATELY
PRIOR TO SUCH REALLOCATION.
BORROWER SHALL COOPERATE WITH ALL REASONABLE
REQUESTS OF LENDER IN ORDER TO REALLOCATE THE AMOUNT OF THE LOAN AND THE
MORTGAGE LOAN AND SHALL EXECUTE AND DELIVER SUCH DOCUMENTS AS SHALL REASONABLY
BE REQUIRED BY LENDER IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION,
AMENDMENTS TO THE LOAN DOCUMENTS AND THE DOCUMENTS EVIDENCING OR SECURING THE
MORTGAGE LOAN, AND ENDORSEMENTS TO THE TITLE POLICY AND THE UCC TITLE INSURANCE
POLICY, ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER, AND LENDER
SHALL PAY ALL COSTS AND EXPENSES IN CONNECTION WITH SUCH REALLOCATION PURSUANT
TO THIS SECTION, INCLUDING, WITHOUT LIMITATION, ANY ADDITIONAL TITLE INSURANCE
AND UCC INSURANCE PREMIUMS AND ANY ADDITIONAL MORTGAGE, MORTGAGE RECORDING,
STAMP, INTANGIBLE OR OTHER SIMILAR TAX REQUIRED TO BE PAID BY ANY PERSON UNDER
APPLICABLE LEGAL REQUIREMENTS CURRENTLY IN EFFECT IN CONNECTION WITH THE
EXECUTION, DELIVERY, RECORDATION, FILING, REGISTRATION, PERFECTION OR
ENFORCEMENT OF ANY AMENDMENTS OF THE LOAN DOCUMENTS OR THE DOCUMENTS EVIDENCING
OR SECURING THE MORTGAGE LOAN IN CONNECTION WITH THE REALLOCATION.
ARTICLE VIII.
EXCULPATION
SECTION 8.01.
EXCULPATION.
NOTWITHSTANDING ANYTHING HEREIN OR IN ANY OTHER
LOAN DOCUMENT TO THE CONTRARY, EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION
8.01 TO THE CONTRARY, LENDER SHALL NOT ENFORCE THE LIABILITY AND OBLIGATION OF
BORROWER AND (A) IF BORROWER IS A PARTNERSHIP, ITS CONSTITUENT PARTNERS OR ANY
OF THEIR RESPECTIVE PARTNERS, (B) IF BORROWER IS A TRUST, ITS BENEFICIARIES OR
ANY OF THEIR RESPECTIVE PARTNERS (AS HEREINAFTER DEFINED), (C) IF BORROWER IS A
CORPORATION, ANY OF ITS SHAREHOLDERS, DIRECTORS, PRINCIPALS, OFFICERS OR
EMPLOYEES, OR (D) IF BORROWER IS A LIMITED LIABILITY COMPANY, ANY OF ITS MEMBERS
AND THEIR RESPECTIVE LEGAL, EQUITABLE AND BENEFICIAL OWNER (THE PERSONS
DESCRIBED IN THE FOREGOING CLAUSES (A) - (D), AS THE CASE MAY BE, ARE
HEREINAFTER REFERRED TO AS