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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 10 of 38
<br />6. ACCEPTANCE UNDER LEASE. Upon delivery, Lessee shall inspect and, if conforming to the condition required by
<br />the applicable Supply Contract, accept the Equipment and execute and deliver to Lessor a Schedule describing such
<br />Equipment. The Schedule will evidence Lessee's unconditional and irrevocable acceptance under the Schedule of the
<br />Equipment described therein. However, if Lessee fails to accept delivery of any item of the Equipment, or accepts such
<br />Equipment but fails to satisfy any or all of the other conditions set forth in Section 5, or Lessor elects not to execute a
<br />Schedule with respect to such Equipment, Lessor shall have no obligation to purchase or lease such Equipment. In such
<br />event, Lessor's rights shall include, among other things, the right to demand that Lessee (a) fully assume all obligations as
<br />purchaser of the Equipment, with the effect of causing Lessor to be released from any liability relating thereto, (b)
<br />immediately remit to Lessor an amount sufficient to reimburse it for all advance payments, costs, taxes or other charges
<br />paid or incurred with respect to the Equipment (including any of such amounts paid by Lessor to Supplier under the
<br />Supply Contract or as a reimbursement to Lessee), together with interest at the Default Rate accruing from the date or
<br />dates such amounts were paid by Lessor until indefeasibly repaid by Lessee in full, and (c) take all other actions
<br />necessary to accomplish such assumption.
<br />7. USE AND MAINTENANCE. (a) Lessee shall (1) use the Equipment solely in the continental United States and in the
<br />conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner, and shall
<br />not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain
<br />all records and other materials relating thereto, (A) in accordance and consistent with (i) the Supplier's recommendations
<br />and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any
<br />subsequent amendments or replacements thereof, issued by the Supplier or service provider, (ii) the requirements of all
<br />applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee's and Lessor's rights thereunder,
<br />including all rights to any warranties, indemnities or other rights or remedies, (iv) all applicable laws (and shall make all
<br />modifications required by applicable laws), and (v) the prudent practice of other similar companies in the same business
<br />as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or
<br />leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating
<br />condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear
<br />resulting despite Lessee's full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty
<br />(30) days after any change of the location of any Equipment (or the location of the principal garage of any Equipment, to
<br />the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the
<br />Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an
<br />accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the
<br />Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by new or
<br />reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at
<br />least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or
<br />addition to the Equipment that is required by this Lease shall be made by Lessee. Title to all such parts, modifications
<br />and additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person,
<br />and they shall be deemed incorporated in the Equipment for all purposes of the related Schedule. Unless replaced in
<br />accordance with this Section, Lessee shall not remove any parts originally or from time to time attached to the Equipment,
<br />if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot
<br />be detached from the Equipment without interfering with the operation of the Equipment or adversely affecting the value,
<br />utility and remaining useful life which the Equipment would have had without the addition of such parts. Except as
<br />permitted in this Section, Lessee shall not make any material alterations to the Equipment. (c) Upon forty-eight (48)
<br />hours' notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the
<br />Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records
<br />relating thereto at any time during normal business hours; provided, however, if a Default or Event of Default shall have
<br />occurred and then be continuing, no notice of any inspection by Lessor shall be required. If any discrepancies are found
<br />as they pertain to the general condition of the Equipment, Lessor will communicate these discrepancies to Lessee in
<br />writing. Lessee shall then have thirty (30) days to rectify these discrepancies at its sole expense. Lessee shall pay all
<br />expenses of a re -inspection by Lessor's appointed representative, if corrective measures were required.
<br />8. DISCLAIMER; QUIET ENJOYMENT. (a) THE EQUIPMENT IS LEASED HEREUNDER "AS IS, WHERE IS".
<br />LESSOR SHALL NOT BE DEEMED TO HAVE MADE, AND HEREBY DISCLAIMS, ANY REPRESENTATION OR
<br />WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE EQUIPMENT, INCLUDING ANY PART, OR ANY MATTER
<br />WHATSOEVER, INCLUDING, AS TO EACH ITEM OF EQUIPMENT, ITS DESIGN, CONDITION, MERCHANTABILITY,
<br />FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, ABSENCE OF ANY PATENT, TRADEMARK OR COPYRIGHT
<br />INFRINGEMENT OR LATENT DEFECT (WHETHER OR NOT DISCOVERABLE BY LESSEE), COMPLIANCE OF SUCH
<br />ITEM WITH ANY APPLICABLE LAW, CONFORMITY OF SUCH ITEM TO THE PROVISIONS AND SPECIFICATIONS OF
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<br />AJM 3087561 v.1 5/19/2016 9:37 AM: TL
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