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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 27 of 38
<br />WINTRUST COMMERCIAL FINANCE
<br />RIDER NO. 1 TO EQUIPMENT SCHEDULE SERIES 001 NO. 01
<br />I?
<br />To and part of Equipment Schedule Series 001 No. 01 dated as of the —1-7' day of May, 2018 (the "Schedule"), executed
<br />pursuant to that certain Master Lease Agreement dated as of the _4_7_ day of May, 2018 (the "Lease"), each between
<br />WINTRUST COMMERCIAL FINANCE, a division of Wintrust Asset Finance Inc., its successors and assigns ("Lessor"),
<br />and Rhino Energy LLC, its successors and permitted assigns ("Lessee").
<br />RETURN PROVISIONS: In addition to the provisions of Section 13 of the Lease (provided that any inconsistency
<br />between the provisions of Section 13 and this Rider shall be resolved in favor of the provisions of this Rider), and provided
<br />that Lessee has not elected to exercise its option to purchase the Equipment, Lessee shall, at its expense:
<br />a. At least One. hundred eighty (180) days prior to expiration or earlier termination of the Lease, upon receiving
<br />reasonable notice from Lessor, provide or cause the vendor(s) or manufacturer(s) to provide to Lessor the following
<br />documents: (1) one set of service manuals, blue prints, process flow diagrams and operating manuals including
<br />replacements and/or additions thereto, such that all documentation is completely up-to-date; and (2) one set of
<br />documents, detailing equipment configuration, operating requirements, maintenance records, and other technical data
<br />concerning the set-up and operation of the Equipment, including replacements and/or additions thereto, such that all
<br />documentation is completely up-to-date.
<br />b. At least One hundred eighty (180) days prior to expiration or earlier termination of the Lease, upon receiving
<br />reasonable notice from Lessor, make the Equipment available for on-site operational inspections by potential purchasers,
<br />above ground and under power, and provide personnel, power and other operational requirements necessary to
<br />demonstrate electrical, mechanical systems for each item of the Equipment.
<br />c. Not more than One hundred eighty (180) days prior to expiration or earlier termination of the Lease, cause the
<br />Designated Person to perform a comprehensive physical inspection, including testing all material and workmanship of the
<br />Equipment; and if during such inspection, examination and test, the Designated Person finds any of the material or
<br />workmanship to be defective or the Equipment not operating within the manufacturer's specifications, then Lessee shall
<br />repair or replace such defective material and, after corrective measures are completed, Lessee will provide for a follow-up
<br />inspection of the Equipment by the Designated Person as outlined in the preceding clause.
<br />d. Upon return, Lessee shall cause the Designated Person to provide to Lessor an inspection report prepared
<br />immediately prior to redelivery of the Equipment, confirming that the Equipment is in the condition required by the Lease
<br />and this Rider or specifying any deficiencies in such compliance, including the estimated cost of repairs required to cause
<br />such compliance. Such report shall: (1) include a detailed inventory of all components of the Equipment (including, but
<br />not limited to, a listing of model and serial numbers for all components); (2) with reference to computer and computer-
<br />based equipment comprising the Equipment, include a detailed listing of all internal circuit boards by both the model and
<br />serial number for all hardware comprising the Equipment and a listing of all software features, listed individually; and (3)
<br />detail any attachments, alterations or additions made after initial delivery and acceptance of the Equipment pursuant to
<br />the Lease, and include photographs of the Equipment and, if requested by Lessor, a videotape of the Equipment in an
<br />operational state.
<br />e. At least One hundred eighty (180) days prior to expiration or earlier termination of the Lease, provide for an
<br />inspection and Fair Market Value appraisal to be performed by an appraiser of Lessor's choice, with the results of such
<br />appraisal to be forwarded to Lessor.
<br />f. Ensure that all inspections, overhauls, rebuilds, or certifications known to be or expected to be due within One (1)
<br />month(s) is/are completed prior to redelivery.
<br />g. Cause the Equipment to be steam cleaned and degreased.
<br />h. Provide for the deinstallation and packing of the Equipment to include, but not be limited to, the following: (1) all
<br />process fluids shall be removed from the Equipment and disposed of in accordance with the then current waste disposal
<br />laws and regulations. At no time are materials which could be considered hazardous waste by any regulatory authority to
<br />be shipped with machinery; (2) all internal fluids such as lube oil and hydraulic fluid are to be filled to operating levels;
<br />filler caps are to be secured and disconnected hoses are to be sealed to avoid spillage; (3) the manufacturer's
<br />representative shall deinstall all Equipment in accordance with the specifications of the manufacturer; and (4) the
<br />Equipment shall be packed properly and in accordance with the manufacturer's recommendations.
<br />Lessee shall provide to Lessor at least 180 day written notice of return prior to lease expiration.
<br />AJM 3087924 v.1 5/19/2016 9:43 AM
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