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any remedy available to Lessor shall constitute any election foreclosing Lessor from the subsequent exercise of any other remedy. In furtherance of its remedies, Lessor may and is hereby irrevocably authorized by Lessee (and Lessee, at its sole cost and expense, shall cause Lessor to be duly authorized by all necessary parties) to enter without trespass or liability upon any premises on which the Equipment or any portion thereof may be located. In the event that Lessor, at its option, shall give Lessee notice of any proposed sale or other disposition of the Equipment or any part thereof, Lessee hereby agrees that written notice given to Lessee in accordance with the terms of this Lease at least ten (10) days prior to any such sale or other disposition shall be and be deemed to be commercially reasonable notice. 25. OFFSET. Lessee hereby waives all existing and future claims and offsets against any rental or other payment that becomes due and payable hereunder, and agrees that its obligations and liabilities for the payment of all rental and other payments that become due and payable hereunder shall be, except as expressly provided otherwise herein, absolute and unconditional. 26. NO THIRD PARTY BENEFICIARIES. This Lease and all other documents executed in connection herewith are for sole and exclusive protection and benefit of the Lessor, any Assignees of Lessor, and Lessee, and no other person or entity shall e any right of action hereon. 27. APPLICABLE LAW. This Lease shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed entirely within the State of Texas. 28. NOTICES. All notices required or permitted to be given hereunder shall be in writing and may be given in person (including express or courier service) or by United States mail, delivery service, or electronic transmission to the telecopier number set forth above. Any notice directed to a party hereunder shall become effective upon the earliest of the following: (a) actual receipt by that party; (b) delivery to the address of that party first set forth above (or to such other address as such party may from time to time designate in writing); (c) if given by United States mail, forty-eight (48) hours after deposit with the United States Postal Service, postage prepaid, addressed to the address of that party first set forth above (or to such other address as such party may from time to time designate in writing); or (d) if sent by telecopier, immediately upon transmission. 29. HEADINGS. The headings or captions of sections in this Lease are for convenience of reference only, and in no way define, limit or describe the scope or intent of this Lease or the provisions of such sections. 30. NO ORAL AGREEMENTS AND MODIFICATION. THIS WRITTEN AGREEMENT, THE EQUIPMENT SCHEDULE AND THE INSTRUMENTS AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES Ai\J"D MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. All modifications, consents, amendments or waivers of any provisions of thi" Lease, or consent to any departure by Lessee therefrom, shall be effective only if the same shall be in writing and signed by ,SOT. ),1. WAIVER. No failure to exercise, and no delay in exercising, on the part of Lessor, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any other right. The rights of Lessor hereunder shall be in addition to all other rights provided at law or equity. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. 32. ATTORNEY FEES. In the event of any arbitration proceeding, bankruptcy proceeding, action at law or suit in equity in relation to this Lease, the prevailing party will be entitled to a reasonable sum for its attorneys' fees. 33. CHOICE OF FORUM; CONSENT TO PROCESS AND JURISDICTION. Any suit, action or proceeding against Lessee with respect to this Lease and/or the Equipment (or any portion thereof) or any judgment entered by any court in respect thereof, may be brought in the courts of the State of Texas, or in the United States District Court for the jurisdiction applicable to the State of Texas, as Lessor in its sole discretion may elect, and Lessee hereby irrevocably submits to the nonexclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding. Lessee hereby irrevocably waives any objections which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Lease andJ or the Equipment (or any portion thereof) brought in the courts located in the State of Texas, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 10