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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 36 of 38 <br />enter into any transaction of merger or consolidation; (2) cease to do business as a going concern, liquidate or dissolve; <br />or (3) sell, transfer or otherwise dispose of all or substantially all of its assets or property; or (i) if Guarantor is privately <br />held, effective direct or indirect control (as determined by Lessor in its sole discretion) of Guarantor's voting capital <br />stock/membership interests/partnership interests, issued and outstanding from time to time, is not retained by the present <br />holders; or Q) if Guarantor is publicly held, there is a material change (as determined by Lessor in its sole discretion) in the <br />ownership of Guarantor's capital stock; or (k) a default or Event of Default occurs under the Lease or any related <br />agreement(s). <br />Upon an Event of Default hereunder, Lessor may, at its option, declare this Guaranty to be in default by written notice <br />to Guarantor (without election of remedies), and at any time thereafter, may do any one or more of the following, all of <br />which are hereby authorized by Guarantor: <br />A. declare the Lease Documents to be in default and thereafter sue for and recover from Guarantor and/or <br />Lessee all liquidated damages, accelerated rentals and/or other sums otherwise recoverable from Lessee thereunder; <br />and/or <br />B. sue for and recover from Guarantor and/or Lessee all damages then or thereafter incurred by Lessor as a <br />result of such Event of Default; and/or <br />C. seek specific performance of Guarantor's obligations hereunder <br />In addition, Guarantor shall be liable for all reasonable attorneys' fees and other costs and expenses incurred by <br />reason of any Event of Default or the exercise of Lessor's remedies hereunder and/or under the Lease Documents. No <br />right or remedy referred to in this Section is intended to be exclusive, but each shall be cumulative, and shall be in <br />addition to any other remedy referred to above or otherwise available at law or in equity, and may be exercised <br />concurrently or separately from time to time. <br />The failure of Lessor to exercise the rights granted hereunder upon any Event of Default shall not constitute a waiver <br />of any such right upon the continuation or reoccurrence of any such Event of Default. <br />The obligations of Guarantor hereunder are independent of the obligations of Lessee. A separate action or actions <br />may be brought and prosecuted against Guarantor (or any thereof) whether an action is brought against Lessee or <br />whether Lessee be joined in any such action or actions. <br />7. GUARANTOR AGREES THAT THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF LESSOR AND <br />GUARANTOR HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE <br />WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS (WITHOUT REGARD TO THE CONFLICT OF LAWS <br />PRINCIPLES OF SUCH STATE) , INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. <br />Guarantor agrees that any action or proceeding arising out of or relating to this Guaranty may be commenced in any state <br />or Federal court in the State of Illinois, and agrees that a summons and complaint commencing an action or proceeding in <br />any such court shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it <br />at its address hereinbelow set forth, or as it may provide in writing from time to time, or as otherwise provided under the <br />laws of the State of Illinois. <br />8. GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH <br />GUARANTOR AND LESSOR MAY BE PARTIES ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS <br />GUARANTY OR THE LEASE DOCUMENTS. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE <br />BY GUARANTOR AND GUARANTOR HEREBY ACKNOWLEDGES THAT NO REPRESENTATIONS OF FACT OR <br />OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY <br />TO MODIFY OR NULLIFY ITS EFFECT. GUARANTOR FURTHER ACKNOWLEDGES THAT IT HAS BEEN <br />REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT <br />LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS <br />THIS WAIVER WITH COUNSEL. <br />9. This Guaranty shall inure to the benefit of Lessor, its successors and assigns, and shall be binding upon the <br />successors and permitted assigns of Guarantor. The obligations of Guarantor hereunder may not be assigned or <br />delegated without the prior written consent of Lessor. <br />AJM 3090981 v.1 5/19/2016 9:38 AM: DOMESTIC ENTITY <br />