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ii~,ii24g1~ OF'R 249ii b33 11.2 Lessee's Representations. Warranties and Special Covenants. (a) Existence. Lessee is duly organized and validly existing under the laws of the state of its organization and is authorized to do business in the State of Texas. (b) Authori Lessee has all requisite power and authority to own its property, operate its business, enter into this Lease and consummate the transactions herein contemplated, and by proper action has duly authorized the execution and delivery of this Lease and the consummation of the transactions herein contemplated. (c) Binding Obligation. This Lease is a valid and binding obligation of Lessee and is enforceable against Lessee in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rearrangement, moratorium, receivership, liquidation and similaz laws affecting creditors rights or (b) general principles of equity. (d) No Default. The execution by Lessee of this Lease and the consummation by Lessee of the transactions contemplated hereby do not, as of the Commencement Date, result in a breach of any of the terms or provisions of, or constitute a default or condition which upon notice or the lapse of time or both would ripen into default under, the organizational documents of Lessee or under any indenture, agreement, instrument or obligation to which Lessee is a party or is bound. (e) Consents. No permission, approval or consent by third parties or any other governmental authorities is required in order for Lessee to enter into this Lease, make the agreements herein contained or perform the obligations of Lessee hereunder other than those which have been obtained. (f) Proceedings. There aze no actions, suits or proceedings pending or, to the actual knowledge of Lessee, without independent investigation, threatened or asserted against Lessee, affecting Lessee at law or at equity or before or by any federal, state, municipal or other governmental department, commission, boazd, bureau, agency or instrumentality, domestic or foreign. (g) As-Is. UPON COMMENCEMENT OF ITS OPERATIONS IN THE LEASED PREMISES, LESSEE SHALL BE DEEMED TO HAVE ACCEPTED THE LEASED PREMISES IN THEIR THEN EXISTING "AS-IS" CONDITION WITH ALL FAULTS, AND SUBJECT TO ALL RECORDED MATTERS, LAWS, ORDINANCES, AND GOVERNMENTAL REGULATIONS AND ORDERS; PROVIDED THAT, LESSEE'S ACCEPTANCE OF THE LEASED PREMISES SHALL NOT RELIEVE LESSOR FROM ANY MAINTENANCE AND REPAIR OBLIGATIONS SET FORTH IN THIS LEASE. LESSEE ACKNOWLEDGES THAT LESSOR HAS NOT MADE ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED AS TO THE CONDITION OF THE LEASED PREMISES OR THE SUITABILITY OF THE LEASED PREMISES FOR LESSEE'S INTENDED USE, EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE. COMMENCEMENT OF LESSEE'S OPERATIONS IN THE LEASED C-21 803273.4