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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 35 of 38
<br />of each fiscal quarter of Guarantor, and (3) all of Guarantor's Forms 10-K and 10-Q, if any, filed with the Securities and
<br />Exchange Commission ("SEC") as and when filed (by furnishing these SEC forms, or making them publicly available in
<br />electronic form, in each case, within the time periods set forth in clauses (1) and (2), Guarantor shall be deemed to have
<br />satisfied the requirements of clauses (1), (2) and (3)). (b) Guarantor will promptly execute and deliver to Lessor such
<br />further documents, instruments and assurances and take such further action as Lessor from time to time may request in
<br />order to carry out the intent and purpose of this Guaranty and to establish and protect the rights and remedies created or
<br />intended to be created in favor of Lessor hereunder. (c) Guarantor has been advised by Lessor that the USA Patriot Act
<br />establishes minimum standards of account information to be collected and maintained by Lessor, and that to help the
<br />government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to
<br />obtain, verify and record information that identifies each person who opens an account; and specifically, this means that
<br />when Guarantor executes this Guaranty, Lessor may ask for Guarantor's name and address, the date of birth of the
<br />officers executing this Guaranty, and other information that will allow Lessor to identify Guarantor; and that Lessor may
<br />also ask to see the driver's license or other identifying documents of the officers of Guarantor executing this Guaranty. (d)
<br />Guarantor and its affiliates (as defined in the Lease) are and will remain in full compliance with all applicable laws (as
<br />defined in the Lease) including, without limitation, ensuring that (i) no Covered Entity: (w) is a Sanctioned Person; (x) has
<br />any of its assets in a Sanctioned Country or in the possession, custody, or control of a Sanctioned Person; (y) does
<br />business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned
<br />Country or Sanctioned Person in violation of any law, regulation, order, or directive enforced by any Compliance Authority;
<br />or (z) is located, organized, operating, or resident in any Sanctioned Country; (ii) the proceeds of the Lease will not be
<br />used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Country
<br />or Sanctioned Person in violation of any law, regulation, order, or directive enforced by any Compliance Authority; (iii) the
<br />funds used to repay the Lease are not derived from any unlawful activity; and (iv) each Covered Entity is in compliance
<br />with, no Covered Entity engages in any dealings or transactions prohibited by, and no Covered Entity engages in any
<br />attempt to violate or engage in or conspire to engage in any dealings or transactions that evades or avoids (or has the
<br />purpose of evading or avoiding) any laws of the United States, including but not limited to any Anti -Terrorism Laws.
<br />Guarantor covenants and agrees that it shall promptly notify Lessor in writing upon the occurrence of a Reportable
<br />Compliance Event. As used herein: "Anti -Terrorism Laws" means any laws relating to terrorism, trade sanctions
<br />programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented, or
<br />replaced from time to time; "Compliance Authority" means each and all of the (A) U.S. Treasury Department / Office of
<br />Foreign Assets Control, (B) U.S. Treasury Department / Financial Crimes Enforcement Network, (C) U.S. State
<br />Department / Directorate of Defense Trade Controls, (D) U.S. Commerce Department / Bureau of Industry and Security,
<br />(E) U.S. Internal Revenue Service, (F) U.S. Justice Department, (G) U.S. Securities and Exchange Commission, and (H)
<br />any other applicable governmental authority; "Covered Entity" means Lessee, its affiliates and subsidiaries, all
<br />guarantors, pledgors of collateral, any person or other party who (directly or indirectly) owns an interest in or otherwise
<br />controls any of the foregoing, and all brokers or other agents of Lessee or any guarantor acting in any capacity in
<br />connection with this Lease or any Schedule; "Reportable Compliance Event" means that any Covered Entity becomes a
<br />Sanctioned Person, or is indicted, arraigned, investigated, or custodially detained, or receives an inquiry from regulatory
<br />or law enforcement officials, in connection with any Anti -Terrorism Law or any predicate crime to any Anti -Terrorism Law,
<br />or self -discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any
<br />Anti -Terrorism Law; "Sanctioned Country" means any country, territory, or foreign government that is the target or
<br />subject of any sanctions program maintained by any Compliance Authority; and "Sanctioned Person" means any
<br />individual person, group, regime, entity, or thing listed or otherwise recognized as a specially designated, prohibited,
<br />sanctioned, or debarred person, entity, or thing, or subject to any limitations or prohibitions (including, but not limited to,
<br />the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or
<br />otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.
<br />6. A default shall be deemed to have occurred under this Guaranty upon the occurrence of any of the following
<br />(each, an "Event of Default"): (a) breach by Guarantor of its covenant pursuant to Section 5(d) hereof; or (b) Guarantor
<br />shall fail to perform or observe any other covenant, condition or agreement to be performed or observed by it hereunder;
<br />or (c) Guarantor shall (1) be generally not paying its debts as they become due, (2) take action for the purpose of invoking
<br />the protection of any bankruptcy or insolvency law, or any such law is invoked against or with respect to Guarantor or its
<br />property, and such petition filed against Guarantor is not dismissed within sixty (60) days; or (d) there is an anticipatory
<br />repudiation of Guarantor's obligations pursuant to this Guaranty; or (e) any certificate, statement, representation, warranty
<br />or audit contained herein or furnished with respect to this Guaranty by or on behalf of Guarantor proving to have been
<br />false in any material respect at the time as of which the facts therein set forth were stated or certified, or having omitted
<br />any substantial contingent or unliquidated liability or claim against Guarantor; or (f) a payment or other default by
<br />Guarantor under any loan, lease, guaranty or other financial obligation to Lessor or its affiliates; or (g) a payment or other
<br />default by Guarantor under any loan, lease, guaranty or other financial obligation to any third party; or (h) Guarantor shall (1)
<br />AJM 3090981 v.1 5/19/2016 9:38 AM:DOMESTIC ENTITY
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