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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 16 of 38
<br />guaranty or other financial obligation to Lessor or its affiliates; (h) a payment or other default by Lessee under any loan,
<br />lease, guaranty or other financial obligation to any third party; (i) an inaccuracy in any representation or breach of warranty
<br />by Lessee (including any false or misleading representation or warranty) in any financial statement or Lease Document,
<br />including any omission of any substantial contingent or unliquidated liability or claim against Lessee; 0) the
<br />commencement of any bankruptcy, insolvency, receivership or similar proceeding by or against Lessee or any of its
<br />properties or business (unless, if involuntary, the proceeding is dismissed within sixty (60) days of the filing thereof) or the
<br />rejection of this Lease or any other Lease Document in any such proceeding; (k) the failure by Lessee generally to pay its
<br />debts as they become due or its admission in writing of its inability to pay the same; (1) Lessee shall (1) enter into any
<br />transaction of merger or consolidation; (2) cease to do business as a going concern, liquidate, or dissolve; or (3) sell,
<br />transfer, or otherwise dispose of all or substantially all of its assets or property; (m) if Lessee is privately held and effective
<br />direct or indirect control (as determined by Lessor in its sole discretion) of Lessee's voting capital stock/membership
<br />interests/partnership interests, issued and outstanding from time to time, is not retained by the present holders; (n) if
<br />Lessee is a publicly held corporation and there is a material change (as determined by Lessor in its sole discretion) in the
<br />ownership of Lessee's capital stock; (o) there occurs a default or anticipatory repudiation under any guaranty executed in
<br />connection with this Lease; (p) failure to satisfy the requirements of any financial covenants set forth herein, or in any rider
<br />to this Lease or any Schedule; (q) a material adverse change in the business, operations, financial reporting, condition
<br />(financial or otherwise), assets, or prospects of Lessee or any guarantor or a material adverse change in Lessee's or any
<br />guarantor's ability to comply with any of the Lease Documents, in all cases as determined by Lessor in its sole discretion; or
<br />(r) breach by Lessee of any other covenant, condition or agreement (other than those in items (a) -(p)) under this Lease or
<br />any of the other Lease Documents that continues for thirty (30) days after Lessor's written notice to Lessee (but such notice
<br />and cure period will not be applicable unless such breach is curable by practical means within such notice period). The
<br />occurrence of an Event of Default with respect to any Schedule shall, at the sole discretion of Lessor, constitute an Event
<br />of Default with respect to any or all Schedules to which it is then a party. Notwithstanding anything to the contrary set
<br />forth herein, Lessor may exercise all rights and remedies hereunder independently with respect to each Schedule.
<br />16. REMEDIES. (a) If an Event of Default occurs with respect to any Schedule, the Lessor thereunder may (in its sole
<br />discretion) exercise any one or more of the following remedies with respect to such Schedule and any or all other
<br />Schedules to which such Lessor is then a party: (1) proceed at law or in equity, to enforce specifically Lessee's
<br />performance or to recover damages; (2) declare each such Schedule in default, and cancel each such Schedule or
<br />otherwise terminate Lessee's right to use the Equipment and Lessee's other rights, but not its obligations, thereunder and
<br />Lessee shall immediately assemble, make available and, if Lessor requests, return the Equipment to Lessor in
<br />accordance with the terms of this Lease; (3) enter any premises where any item of Equipment is located and take
<br />immediate possession of and remove (or disable in place) such item (and/or any unattached parts) by self-help, summary
<br />proceedings or otherwise without liability; (4) use Lessee's premises for storage without liability; (5) sell, re -lease or
<br />otherwise dispose of any or all of the Equipment, whether or not in Lessor's possession, at public or private sale, with or
<br />without notice to Lessee, and apply or retain the net proceeds of such disposition, with Lessee remaining liable for any
<br />deficiency and with any excess being retained by Lessor; (6) enforce any or all of the preceding remedies with respect to
<br />any related Collateral, and apply any deposit or other cash collateral, or any proceeds of any such Collateral, at any time
<br />to reduce any amounts due to Lessor; (7) demand and recover from Lessee all Liquidated Damages and all Other
<br />Payments whenever the same shall be due; and (8) exercise any and all other remedies allowed by applicable law,
<br />including the UCC. As used herein, "Liquidated Damages" shall mean the liquidated damages (all of which, Lessee
<br />hereby acknowledges, are damages to be paid in lieu of future Basic Rent and are reasonable in light of the anticipated
<br />harm arising by reason of an Event of Default, and are not a penalty) described in the first sentence of parts (1) or (2) of
<br />Section 16(b), depending upon the recovery and disposition of the Equipment leased under the applicable Schedule.
<br />Upon the occurrence of the Event of Default described in Section 150) hereof, the remedy provided in Clause (7) above
<br />shall be automatically exercised without the requirement of prior written demand, presentment, protest, or other notice to
<br />Lessee or of any other act or declaration by Lessor (all of which are hereby waived by Lessee), and the Liquidated
<br />Damages described therein shall be immediately due and payable.
<br />(b) (1) If an Event of Default occurs with respect to any Schedule, or if Lessor recovers the Equipment and disposes of
<br />it by a lease or elects not to dispose of the Equipment after recovery, upon demand, Lessee shall pay to Lessor an
<br />amount equal to the sum of (A) any accrued and unpaid Rent as of the date Lessor recovers possession of the
<br />Equipment, plus (B) the present value as of such date of the total Basic Rent for the then remaining term of such
<br />Schedule, minus (C) either, as applicable, (i) the present value, as of the commencement date of any substantially similar
<br />re -lease of the Equipment, of the re -lease rent payable for that period, commencing on such date, which is comparable to
<br />the then remaining term of such Schedule or (ii) the present value, as of that certain date which may be determined by
<br />taking into account Lessor's having a reasonable opportunity to remarket the Equipment, of the "market rent" for such
<br />Equipment (as computed pursuant to Article 2A) in the continental United States on that date, computed for that period,
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<br />AJM 3087561 v.1 5/19/2016 9:37 AM: TL
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