PURPOSE FOR WHICH GIVEN.
NO
CONSENT TO OR DEMAND ON SELLER IN ANY CASE SHALL, OF ITSELF, ENTITLE IT TO ANY
OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
THIS
AGREEMENT EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN MBF AND SELLER
ON THE SUBJECT HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
RELATING TO THE SUBJECT MATTER HEREOF.
19.
REMEDIES CUMULATIVE.
EACH AND EVERY RIGHT GRANTED TO MBF
HEREUNDER OR UNDER ANY OTHER DOCUMENT DELIVERED HEREUNDER OR IN CONNECTION
HEREWITH, OR ALLOWED MBF BY LAW OR EQUITY, SHALL BE CUMULATIVE AND MAY BE
EXERCISED FROM TIME TO TIME.
NO COURSE OF DEALING ON THE
37
PART OF MBF, NOR ANY FAILURE ON MBF'S PART TO EXERCISE, NOR ANY DELAY IN
EXERCISING, ANY RIGHT SHALL OPERATE AS A WAIVER THEREOF OR OTHERWISE PREJUDICE
THE RIGHTS, POWERS AND REMEDIES OF MBF.
NO SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT SHALL PRECLUDE ANY OTHER OR FUTURE EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT.
THE DUE PAYMENT AND PERFORMANCE OF SELLER'S OBLIGATIONS HEREUNDER
SHALL BE WITHOUT REGARD TO ANY COUNTERCLAIM, RIGHT OF OFFSET OR ANY OTHER CLAIM
WHATSOEVER WHICH SELLER MAY HAVE AGAINST MBF AND WITHOUT REGARD TO ANY OTHER
OBLIGATION OF ANY NATURE WHATSOEVER WHICH MBF MAY HAVE TO SELLER, AND NO SUCH
COUNTERCLAIM OR OFFSET SHALL BE ASSERTED BY SELLER, IN ANY ACTION, SUIT OR
PROCEEDING INSTITUTED BY MBF TO ENFORCE THIS AGREEMENT.
20.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN ANY NUMBER OF
COUNTERPARTS WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO AND HERETO WERE
UPON THE SAME INSTRUMENT.
21.
GOVERNING LAW.
THIS AGREEMENT IN ALL RESPECTS, INCLUDING, WITHOUT
LIMITATION, ALL MATTERS OF CONSTRUCTION, INTERPRETATION, VALIDITY, ENFORCEMENT
AND PERFORMANCE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAW.
22.
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT ARE SEVERABLE, AND
IF ANY CLAUSE OR PROVISION HEREOF SHALL BE HELD INVALID OR UNENFORCEABLE IN
WHOLE OR IN PART IN ANY JURISDICTION, THEN SUCH INVALIDITY OR UNENFORCEABILITY
SHALL AFFECT ONLY SUCH CLAUSE OR PROVISION, OR PART THEREOF, IN SUCH
JURISDICTION AND SHALL NOT IN ANY MANNER AFFECT ANY OTHER CLAUSE OR PROVISION OR
SUCH CLAUSE OR PROVISION IN ANY OTHER JURISDICTION.
23.
BINDING EFFECT; ASSIGNMENT OR DELEGATION.
THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF SELLER, MBF AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
IT IS EXPRESSLY AGREED THAT MBF MAY ASSIGN
ITS RIGHT TO ENFORCE THIS AGREEMENT AS TO ANY MORTGAGE LOAN TO ANY PARTY THAT
SUBSEQUENTLY PURCHASES SUCH MORTGAGE LOAN FROM MBF OR PROVIDES FINANCING TO MBF
WITH RESPECT TO SUCH MORTGAGE LOAN.
THE RIGHTS AND OBLIGATIONS OF SELLER UNDER
THIS AGREEMENT SHALL NOT BE ASSIGNED OR DELEGATED WITHOUT THE PRIOR WRITTEN
CONSENT OF MBF, WHICH CONSENT MAY BE WITHHELD IN MBF'S SOLE DISCRETION, AND ANY
PURPORTED ASSIGNMENT OR DELEGATION WITHOUT SUCH CONSENT SHALL BE VOID.
24.
ANNEXES, EXHIBITS AND RIDERS.
ALL ANNEXES,