UNDER APPLICABLE LAW, AND ANY DETERMINATION HEREUNDER SHALL BE FINAL
AND BINDING UPON THE PARTIES EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW.
LESSOR AND LESSEE SHALL EACH PAY THE FEES AND EXPENSES OF THE APPRAISER
APPOINTED BY IT AND EACH SHALL PAY ONE-HALF OF THE FEES AND EXPENSES OF THE
THIRD APPRAISER AND ONE-HALF OF ALL OTHER COSTS AND EXPENSES INCURRED IN
CONNECTION WITH EACH APPRAISAL.
ARTICLE XXXI
LESSOR BREACH
31.1
BREACH BY LESSOR.
IT SHALL BE A BREACH OF THIS
LEASE IF LESSOR FAILS TO OBSERVE OR PERFORM ANY TERM, COVENANT OR CONDITION OF
THIS LEASE ON ITS PART TO BE PERFORMED AND SUCH FAILURE CONTINUES FOR A PERIOD
OF THIRTY (30) DAYS AFTER NOTICE THEREOF FROM LESSEE, UNLESS SUCH FAILURE CANNOT
WITH DUE DILIGENCE BE CURED WITHIN A PERIOD OF THIRTY (30) DAYS, IN WHICH CASE
SUCH FAILURE SHALL NOT BE DEEMED TO CONTINUE IF LESSOR, WITHIN SUCH 30-DAY
PERIOD, PROCEEDS PROMPTLY AND WITH DUE DILIGENCE TO CURE THE FAILURE AND
DILIGENTLY COMPLETES THE CURING THEREOF.
IN THE EVENT THAT LESSOR FAILS TO CURE
SUCH BREACH AS PROVIDED ABOVE, THEN LESSEE SHALL HAVE THE RIGHT TO PERFORM
LESSOR'S UNCURED OBLIGATION AND ALL COSTS AND EXPENSES INCURRED BY LESSEE IN
CONNECTION THEREWITH SHALL BE PAID BY LESSOR TO LESSEE WITHIN THIRTY (30) DAYS
AFTER LESSEE GIVES LESSOR WRITTEN DEMAND FOR PAYMENT; ANY AMOUNTS NOT PAID BY
LESSOR AS REQUIRED IN THIS SECTION 31.1 SHALL BE SUBJECT TO ARBITRATION PURSUANT
TO SECTION 38.2.
ARTICLE XXXII
MISCELLANEOUS
32.1
MISCELLANEOUS.
ANYTHING CONTAINED IN THIS LEASE
TO THE CONTRARY NOTWITHSTANDING, ALL CLAIMS AGAINST, AND LIABILITIES OF, LESSEE
OR LESSOR ARISING PRIOR TO ANY DATE OF TERMINATION OF THIS LEASE SHALL SURVIVE
SUCH TERMINATION.
IF ANY TERM OR PROVISION OF THIS LEASE OR ANY APPLICATION
THEREOF IS INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS LEASE AND ANY OTHER
APPLICATION OF SUCH TERM OR PROVISIONS SHALL NOT BE AFFECTED THEREBY.
IF ANY
LATE CHARGES OR ANY INTEREST RATE PROVIDED FOR IN ANY PROVISION OF THIS LEASE
ARE BASED UPON A RATE IN EXCESS OF THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW,
THE PARTIES AGREE THAT SUCH CHARGES SHALL BE FIXED AT THE MAXIMUM PERMISSIBLE
RATE.
NEITHER THIS LEASE NOR ANY PROVISION HEREOF MAY BE CHANGED, WAIVED,
DISCHARGED OR TERMINATED EXCEPT BY A WRITTEN INSTRUMENT IN RECORDABLE FORM
SIGNED BY LESSOR AND LESSEE.
ALL THE TERMS AND PROVISIONS OF THIS LEASE SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
THE HEADINGS IN THIS LEASE ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING HEREOF.
THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS, BUT NOT INCLUDING ITS CONFLICTS OF LAWS
RULES.
IF ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS LEASE SHALL BECOME
DUE ON A DAY WHICH IS NOT A BUSINESS DAY, SUCH PAYMENT SHALL BE MADE ON THE NEXT
SUCCEEDING BUSINESS DAY.
32.2
WAIVER OF PRESENTMENT, ETC.