CONTEMPLATED HEREIN;
15.4.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF
LESSEE, DOES NOT AND WILL NOT REQUIRE THE APPROVAL OF ANY OTHER INTERESTED
PARTIES OF LESSEE AND DOES NOT AND WILL NOT CONTRAVENE ANY CERTIFICATE OR
ARTICLES OF FORMATION OR INTERNAL BYLAWS OR AGREEMENT OF LESSEE, AND DOES NOT
CONSTITUTE A DEFAULT OF ANY INDENTURE, CONTRACT, AGREEMENT, MORTGAGE, DEED OF
TRUST, DOCUMENT OR INSTRUMENT TO WHICH LESSEE IS A PARTY OR BY WHICH LESSEE IS
BOUND;
15.5.
THE PERSON(S) EXECUTING THIS AGREEMENT ON BEHALF OF
LESSEE HAS OR HAVE BEEN PROPERLY AUTHORIZED TO EXECUTE THE SAME;
15.6.
LESSEE HAS OBTAINED, MAINTAINS, AND WILL MAINTAIN,
ON AN ACTIVE AND CURRENT BASIS, ALL LICENSES, PERMITS, REGISTRATIONS, APPROVALS
AND OTHER AUTHORITY AS MAY BE REQUIRED FROM ANY APPLICABLE FEDERAL, STATE,
TRIBAL AND LOCAL GOVERNMENTS AND AGENCIES HAVING JURISDICTION OVER IT AND THE
SUBJECT MATTER OF THIS AGREEMENT;
15.7.
THERE ARE NO SUITS, ACTIONS, PROCEEDINGS OR
INVESTIGATIONS PENDING OR THREATENED OR ANY BASIS THEREFORE WHICH MIGHT
MATERIALLY OR ADVERSELY AFFECT THE CONDITION, BUSINESS OR PROSPECTS OF IT OR
AFFECT THE ABILITY OF IT TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR HAVE
A MATERIAL ADVERSE EFFECT UPON THE FINANCIAL CONDITION OF IT OR THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT;
15.8.
LESSEE IS NOT CURRENTLY THE SUBJECT OF ANY PENDING
OR THREATENED BANKRUPTCY OR INSOLVENCY PROCEEDING;
15.9.
LESSEE IS NOT PRESENTLY INSOLVENT AND THIS
AGREEMENT WILL NOT RENDER LESSEE INSOLVENT. AS USED IN THIS SECTION, THE TERM
"INSOLVENT" MEANS THAT THE SUM TOTAL OF ALL OF LESSEE'S LIABILITIES (WHETHER
SECURED OR UNSECURED, CONTINGENT OR FIXED, OR LIQUIDATED OR UNLIQUIDATED) IS IN
EXCESS OF THE VALUE OF LESSEE'S NON-EXEMPT ASSETS (I.E. ALL OF THE ASSETS OF THE
ENTITY THAT ARE AVAILABLE TO SATISFY CLAIMS OF CREDITORS);
15.10.
AS OF THE DATE HEREOF, ITS OBLIGATIONS UNDER THIS
AGREEMENT ARE NOT SUBJECT TO ANY DEFENSE, SETOFF OR COUNTERCLAIM;
15.11.
LESSEE IS NOT CURRENTLY AWARE OF ANY EVENT, CONDITION,
FACT OR CIRCUMSTANCE, WHICH, AFTER THE EXECUTION OF THIS AGREEMENT, WOULD
PREVENT LESSEE FROM HAVING SUFFICIENT WORKING CAPITAL TO PAY ALL OF LESSEE'S
DEBTS AS THEY BECOME DUE;
15.12.
THIS AGREEMENT CONSTITUTES A VALID AND LEGALLY BINDING
AGREEMENT AND IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT
THAT ENFORCEMENT OF ANY REMEDIES MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, GENERAL PRINCIPLES OF EQUITY OR OTHER SIMILAR LAWS AFFECTING
GENERALLY THE ENFORCEMENT OF CREDITORS REMEDIES;
15.13.
THERE HAVE BEEN NO AMENDMENTS, MODIFICATIONS, WAIVERS OR
RELEASES WITH RESPECT TO THIS AGREEMENT OR ANY PROVISIONS HEREOF WHETHER ORAL OR
WRITTEN PRIOR TO EXECUTION HEREOF;
8
15.14.
THE LESSEE'S STATE OF FORMATION AND/OR THE LOCATION OF
THE PREMISES WILL NOT BE CHANGED WITHOUT THIRTY (30) DAYS' PRIOR WRITTEN NOTICE
TO LESSOR; AND
15.15.
TO THE BEST OF ITS KNOWLEDGE AND BELIEF, NO FURTHER
ORDER, CONSENT, APPROVAL, LICENSE, AUTHORIZATION OR VALIDATION OF, OR FILING,
RECORDING OR REGISTRATION WITH, OR EXEMPTION BY, ANY GOVERNMENTAL, REGULATORY OR
PUBLIC OR