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Case 1:20-bk-12043 Doc 303-1 Filed 08/28/20 Entered 08/28/20 11:03:45 Desc
<br />Exhibit 1 A-1 and A-2 Page 7 of 38
<br />WINTRUST COMMERCIAL FINANCE
<br />MASTER LEASE AGREEMENT
<br />THIS MASTER LEASE AGREEMENT (this "Lease") is made as of May /I , 2018, between WINTRUST
<br />COMMERCIAL FINANCE, a division of Wintrust Asset Finance Inc., its successors and assigns ("Lessor"), and Rhino
<br />Energy LLC, its successors and permitted assigns ("Lessee").
<br />Lessee desires to lease from Lessor the equipment and other property (the "Equipment") described in each
<br />Equipment Schedule executed pursuant to this Lease (each, a "Schedule") incorporating by reference the terms and
<br />conditions of this Lease (the term "Lease" shall also include any Riders to this Lease entered into with respect to such
<br />Schedule). Certain definitions and construction of certain of the terms used in this Lease are provided in Section 19
<br />hereof.
<br />For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to
<br />this Lease agree as follows:
<br />1. AGREEMENT TO LEASE; TERM. This Lease is effective as of the date specified above. By entering into a
<br />Schedule, Lessor leases the Equipment described therein to Lessee, and Lessee leases such Equipment from Lessor, in
<br />each case, subject to the terms and conditions in this Lease and such Schedule and all of the other documents and
<br />agreements executed in connection herewith (collectively, the "Lease Documents"). Each Schedule, incorporating the
<br />terms and conditions of this Lease, will constitute a separate instrument of lease. The term of lease with respect to each
<br />item of Equipment leased under a Schedule shall commence on the date of execution of such Schedule and continue for
<br />the term provided in that Schedule.
<br />2. RENT. Lessee shall pay Lessor (a) the rental installments ("Basic Rent") as and when specified in each Schedule,
<br />without demand, and (b) all of the other amounts payable in accordance with this Lease, such Schedule and/or any of the
<br />other Lease Documents ("Other Payments", and together with the Basic Rent, collectively, the "Rent"). Upon Lessee's
<br />execution thereof, the related Schedule shall constitute a non -cancelable net lease, and Lessee's obligation to pay Rent,
<br />and otherwise to perform its obligations under or with respect to such Schedule and all of the other Lease Documents, are
<br />and shall be absolute and unconditional and shall not be affected by any circumstances whatsoever, including any right of
<br />setoff, counterclaim, recoupment, deduction, defense or other right which Lessee may have against Lessor, the
<br />manufacturer or vendor of the Equipment (the "Suppliers"), or anyone else, for any reason whatsoever (each, an
<br />"Abatement"). Lessee agrees that all Rent shall be paid in accordance with Lessor's or Assignee's written direction.
<br />Time is of the essence. If any Rent is not paid within five (5) days of the due date, Lessee shall pay a late charge equal to
<br />the lesser of five (5) percent of the amount in arrears or the maximum percentage permitted by applicable law of the
<br />amount in arrears.
<br />3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF LESSEE. Lessee represents, warrants and agrees
<br />that, as of the effective date of this Lease and of each Schedule: (a) Lessee has the form of business organization
<br />indicated, and is and will remain duly organized and existing in good standing under the laws of the state specified, under
<br />Lessee's signature and is duly qualified to do business wherever necessary to perform its obligations under the Lease
<br />Documents, including each jurisdiction in which the Equipment is or will be located. Lessee's legal name is as shown in the
<br />preamble of this Lease; and Lessee's Federal Employer Identification Number is as set forth under Lessee's signature.
<br />Within the previous six (6) years, Lessee has not changed its name, done business under any other name, or merged or
<br />been the surviving entity of any merger, except as disclosed to Lessor in writing. (b) The Lease Documents (1) have been
<br />duly authorized by all necessary action consistent with Lessee's form of organization, (2) do not require the approval of, or
<br />giving notice to, any governmental authority, (3) do not contravene or constitute a default under any applicable law, Lessee's
<br />organizational documents, or any agreement, indenture, or other instrument to which Lessee is a party or by which it may be
<br />bound, and (4) constitute legal, valid and binding obligations of Lessee enforceable against Lessee, in accordance with
<br />the terms thereof. (c) There are no pending actions or proceedings to which Lessee or any guarantor is a party, and there
<br />are no other pending or threatened actions or proceedings of which Lessee or any guarantor has knowledge, before any
<br />court, arbitrator or administrative agency, which, either individually or in the aggregate, would have a Material Adverse
<br />Effect. As used herein, "Material Adverse Effect" shall mean (i) a materially adverse effect on the business, condition
<br />(financial or otherwise), operations, performance or properties of Lessee or any guarantor, or on Lessor's rights and
<br />remedies under this Lease, or (ii) a material impairment of the ability of Lessee or any guarantor to perform its obligations
<br />AJM 3087561 v.1 5/19/2016 9:37 AM: TL
<br />EXHIBIT A-1
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