AND THEIR ADVISORS BELIEVE THAT THIS LEASE AGREEMENT IS THE PRODUCT OF
ALL THEIR EFFORTS, THAT THEY EXPRESS THEIR AGREEMENT, AND AGREE THAT THEY SHALL
NOT BE INTERPRETED IN FAVOR OF EITHER LANDLORD OR TENANT OR AGAINST EITHER
LANDLORD OR TENANT MERELY BECAUSE OF ANY PARTY'S EFFORTS IN PREPARING SUCH
DOCUMENTS.
16.18
COUNTERPARTS.
THIS LEASE AGREEMENT MAY BE EXECUTED IN DUPLICATE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH, WHEN
TAKEN TOGETHER, SHALL BE DEEMED ONE AND THE SAME INSTRUMENT.
16.19
RELATIONSHIP OF LANDLORD AND TENANT.
THE RELATIONSHIP OF LANDLORD
AND TENANT IS THE RELATIONSHIP OF LANDLORD AND LESSEE.
LANDLORD AND TENANT ARE
NOT PARTNERS, JOINT VENTURERS, OR ASSOCIATES.
16.20
SUBMISSION TO JURISDICTION.
(A)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS LEASE
AGREEMENT AND THE OTHER ANCILLARY DOCUMENTS MAY BE BROUGHT IN
49
THE COURTS SITUATED IN HARRIS COUNTY, TEXAS OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF TEXAS AND, BY EXECUTION AND DELIVERY OF THIS LEASE
AGREEMENT, EACH PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, UNCONDITIONALLY, THE NON EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING.
EACH PARTY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN
SECTION 16.01, SUCH SERVICE TO BECOME EFFECTIVE THIRTY DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY BANK TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST ANY LOAN PARTY IN ANY OTHER JURISDICTION.
(B)
EACH OF THE LOAN PARTIES HEREBY IRREVOCABLY WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE
AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS LEASE
AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.
16.21
APPRAISAL.
IF IT BECOMES NECESSARY TO DETERMINE THE FAIR MARKET
VALUE OF THE LEASED PROPERTY IN CONNECTION WITH THE EXERCISE OF AN OPTION TO
PURCHASE WITH RESPECT THERETO, THE LANDLORD AND TENANT SHALL ATTEMPT TO AGREE
UPON A SINGLE APPRAISER TO MAKE SUCH DETERMINATION WITHIN THIRTY (30) DAYS AFTER
A DEMAND FOR AN APPRAISAL HAS BEEN MADE BY EITHER THE LANDLORD OR TENANT IN
ACCORDANCE WITH THIS SECTION 16.21.
IF THE LANDLORD AND TENANT ARE UNABLE TO
AGREE UPON A SINGLE APPRAISER WITHIN THIRTY (30) DAYS THEREAFTER, THEN THE PARTY
GIVING THE NOTICE OF DEMAND FOR APPRAISAL SHALL GIVE NOTICE TO THE OTHER OF A
PERSON SELECTED TO ACT AS APPRAISER ON ITS BEHALF.
WITHIN TEN (10) DAYS AFTER
SUCH NOTICE, LANDLORD (OR