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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 18 of 38
<br />remedies and application of any funds or credits against Lessee's obligations under any Schedule, and Lessor shall retain
<br />any excess after such application.
<br />17. ASSIGNMENT. (a) LESSEE SHALL NOT ASSIGN, DELEGATE, TRANSFER OR ENCUMBER ANY OF ITS
<br />RIGHTS OR OBLIGATIONS HEREUNDER OR UNDER ANY SCHEDULE, OR ITS LEASEHOLD INTEREST OR ANY
<br />COLLATERAL, LEASE OR SUBLET THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT TO BE
<br />OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANYONE BUT LESSEE.
<br />Without limiting the foregoing, (1) Lessee may not attempt to dispose of any of the Equipment, and (2) Lessee shall (A)
<br />maintain the Equipment free from all Liens, other than Permitted Liens, (B) notify Lessor immediately upon receipt of
<br />notice of any Lien affecting the Equipment, and (C) defend Lessor's title to the Equipment. A "Permitted Lien" shall mean
<br />any Lien for Impositions, Liens of mechanics, materialmen, or suppliers and similar Liens arising by operation of law,
<br />provided that any such Lien is incurred by Lessee in the ordinary course of business, for sums that are not yet delinquent
<br />or are being contested in good faith and with due diligence, by negotiations or by appropriate proceedings which suspend
<br />the collection thereof and, in Lessor's sole discretion, (i) do not involve any substantial danger of the sale, forfeiture or loss
<br />of the Equipment or any interest therein, and (ii) for the payment of which adequate assurances or security have been
<br />provided to Lessor. No disposition referred to in this Section shall relieve Lessee of its obligations, and Lessee shall
<br />remain primarily liable under each Schedule and all of the other Lease Documents. (b) Lessor may at any time with or
<br />without notice to Lessee grant a security interest in, sell, assign, participate, delegate or otherwise transfer (an
<br />"Assignment") all or any part of its interest in the Equipment, this Lease or any Schedule and any related Lease Documents
<br />or any Rent thereunder, or the right to enter into any Schedule, and Lessee shall perform all of its obligations thereunder, to
<br />the extent so transferred, for the benefit of the beneficiary of such Assignment (such beneficiary, including any successors
<br />and assigns, an "Assignee"), and Lessor may disclose to any such Assignee or potential Assignee this Lease and all
<br />information, reports, financial statements and documents executed or obtained in connection with this Lease which Lessor
<br />now or hereafter may have relating to the Lease, any Schedule, Lessee, any affiliate of Lessee, the business of Lessee or
<br />any affiliate of Lessee, or the Equipment or Collateral. Lessee agrees not to assert against any Assignee any Abatement
<br />(without limiting the provisions of Section 2) or Claim that Lessee may have against Lessor, and Assignee shall not be
<br />bound by, or otherwise required to perform any of Lessor's obligations, unless expressly assumed by such Assignee.
<br />Lessor shall be relieved of any such assumed obligations. If so directed in writing, Lessee shall pay all Rent and all other
<br />sums that become due under the assigned Schedule and other Lease Documents directly to the Assignee or any other
<br />party designated in writing by Lessor or such Assignee. Lessee acknowledges that Lessor's right to enter into an
<br />Assignment is essential to Lessor and, accordingly, waives any restrictions under applicable law with respect to an
<br />Assignment and any related remedies. Upon the request of Lessor or any Assignee, Lessee also agrees (i) to promptly
<br />execute and deliver to Lessor or to such Assignee an acknowledgment of the Assignment in form and substance satisfactory
<br />to the requesting party, an insurance certificate and such other documents and assurances reasonably requested by Lessor
<br />or Assignee, and (ii) to comply with all other reasonable requirements of any such Assignee in connection with any such
<br />Assignment. Upon such Assignment and except as may otherwise be provided herein, all references in this Lease to
<br />"Lessor" shall include such Assignee. (c) Subject always to the foregoing, this Lease and each Schedule shall inure to the
<br />benefit of, and are binding upon, Lessee's and Lessor's respective successors and assigns.
<br />18. MISCELLANEOUS. (a) This Lease, each Schedule, any Riders hereto or thereto, and any other Lease Documents,
<br />constitute the entire agreement between the parties with respect to or relating to the subject matter hereof and thereof,
<br />shall not be amended or modified in any manner except by a document in writing executed by both parties, and
<br />supersede any and all prior agreements, understandings, and obligations, oral or written, between the parties with respect
<br />to or relating to the subject matter hereof and thereof. There are no promises, undertakings, obligations, representations,
<br />or warranties by Lessor with respect to or relating to the subject matter contained in the Lease Documents not expressly
<br />set forth or referred to herein or in the other Lease Documents. (b) Any provision of this Lease that is prohibited or
<br />unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
<br />unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
<br />jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. (c) The representations,
<br />warranties and agreements of Lessee herein shall be deemed to be continuing and to survive the execution and delivery
<br />of this Lease, each Schedule and any other Lease Documents. With respect to each Schedule, the obligations of Lessee
<br />under Sections 8, 9, 10, 12, 13 and 14 hereof, together with any of Lessee's obligations under the other provisions of this
<br />Lease (as incorporated therein) which have accrued but not been fully satisfied, performed or complied with prior to the
<br />expiration or earlier cancellation or termination of such Schedule, shall survive the expiration or earlier cancellation or
<br />termination thereof. (d) All of Lessee's obligations hereunder and under any Schedule shall be performed at Lessee's
<br />sole expense. Lessee shall reimburse Lessor promptly upon demand for all expenses incurred by Lessor in connection
<br />with (1) any action taken by Lessor at Lessee's request, or in connection with any option, (2) the filing or recording of real
<br />property waivers and UCCs, (3) any Enforcement Costs not recovered pursuant to Section 16, (4) all inspections, and (5)
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<br />AJM 3087561 v.1 5/19/2016 9:37 AM: TL
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