ANY OF ITS RIGHTS UNDER ANY LOAN
DOCUMENT SHALL OPERATE AS A WAIVER THEREOF.
THE RIGHTS OF THE LENDER UNDER THE
LOAN DOCUMENTS SHALL BE CUMULATIVE AND THE EXERCISE OR PARTIAL EXERCISE OF ANY
SUCH RIGHT SHALL NOT PRECLUDE THE EXERCISE OF ANY OTHER RIGHT.
NEITHER THE
MAKING OF ANY LOAN NOR THE ISSUANCE OF A LETTER OF CREDIT SHALL CONSTITUTE A
WAIVER OF ANY OF THE COVENANTS, WARRANTIES, OR CONDITIONS OF THE BORROWERS
CONTAINED HEREIN.
IN THE EVENT THE BORROWERS ARE UNABLE TO SATISFY ANY SUCH
COVENANT, WARRANTY, OR CONDITION, NEITHER THE MAKING OF ANY LOAN NOR THE
ISSUANCE OF A LETTER OF CREDIT SHALL HAVE THE EFFECT OF PRECLUDING THE LENDER
FROM THEREAFTER DECLARING SUCH INABILITY TO BE AN EVENT OF DEFAULT AS
HEREINABOVE PROVIDED.
8.8
SURVIVAL UPON UNENFORCEABILITY.
IN THE
EVENT ANY ONE OR MORE OF THE PROVISIONS CONTAINED IN ANY OF THE LOAN DOCUMENTS
OR IN ANY OTHER INSTRUMENT REFERRED TO HEREIN OR EXECUTED IN CONNECTION WITH THE
OBLIGATIONS SHALL, FOR ANY REASON, BE HELD TO BE INVALID, ILLEGAL, OR
UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY
SHALL NOT AFFECT ANY OTHER PROVISION OF ANY LOAN DOCUMENT OR OF ANY OTHER
INSTRUMENT REFERRED TO HEREIN OR EXECUTED IN CONNECTION WITH SUCH OBLIGATIONS.
8.9
AMENDMENTS; WAIVERS.
NEITHER THIS AGREEMENT
NOR ANY PROVISION HEREOF MAY BE AMENDED, WAIVED, DISCHARGED, OR TERMINATED
ORALLY, BUT ONLY BY AN INSTRUMENT IN WRITING SIGNED
42
BY THE PARTY AGAINST WHOM ENFORCEMENT OF THE AMENDMENT, WAIVER, DISCHARGE, OR
TERMINATION IS SOUGHT.
8.10
CONTROLLING AGREEMENT.
IN THE EVENT OF A
CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THOSE OF ANY OTHER LOAN
DOCUMENT, THE PROVISIONS OF THIS AGREEMENT SHALL CONTROL.
8.11
DISPOSITION OF COLLATERAL.
NOTWITHSTANDING ANY
TERM OR PROVISION, EXPRESS OR IMPLIED, IN ANY OF THE SECURITY INSTRUMENTS, THE
REALIZATION, LIQUIDATION, FORECLOSURE, OR ANY OTHER DISPOSITION ON OR OF ANY OR
ALL OF THE COLLATERAL SHALL BE IN THE ORDER AND MANNER AND DETERMINED IN THE
SOLE DISCRETION OF THE LENDER; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE
LENDER VIOLATE APPLICABLE LAW OR EXERCISE RIGHTS AND REMEDIES OTHER THAN THOSE
PROVIDED IN SUCH SECURITY INSTRUMENTS OR OTHERWISE EXISTING AT LAW OR IN EQUITY.
8.12
GOVERNING LAW.
THIS AGREEMENT AND THE NOTE AND
THE OTHER LOAN DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS MADE UNDER AND SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS
WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW;
PROVIDED, HOWEVER, THAT (I) CHAPTER 345 OF THE TEXAS FINANCE CODE (WHICH
REGULATES CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRIPARTY
ACCOUNTS) SHALL NOT APPLY AND (II) EXCEPT, WITH REGARD TO THE SECURITY
INSTRUMENTS TO THE EXTENT THAT THE LAWS OR ANY JURISDICTION IN WHICH THE
MORTGAGED PROPERTIES NECESSARILY GOVERN.
8.13
JURISDICTION AND VENUE.
ALL ACTIONS OR
PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH,
OUT OF, RELATED TO, OR FROM THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
LITIGATED, AT THE SOLE