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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 8 of 38
<br /> under or remain in compliance with such Schedule or any of the other Lease Documents. Further, neither Lessee nor any
<br /> guarantor is in default under any financial or other material agreement that, either individually, or in the aggregate, would
<br /> have a Material Adverse Effect. (d) All of the Equipment covered by such Schedule is located solely in the jurisdiction(s)
<br /> specified in such Schedule. (e) Under the applicable laws of each such jurisdiction, such Equipment consists (and shall
<br /> continue to consist) solely of personal property and not fixtures. Such Equipment is removable from and is not essential
<br /> to the premises at which it is located. (f) The financial statements of Lessee (copies of which have been furnished to
<br /> Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"),
<br /> and fairly present Lessee's financial condition and the results of its operations as of the date of and for the period covered
<br /> by such statements, and since the date of such statements there has been no material adverse change in such conditions
<br /> or operations. No information contained in any Lease Document, financial statements, or written statement furnished by
<br /> or on behalf of Lessee under any Lease Document, or to induce Lessor to execute the Lease Documents, contains any
<br /> untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or
<br /> therein not misleading in light of the circumstances under which they were made. (g) With respect to any Collateral,
<br /> Lessee has good title to, rights in, and/or power to transfer all of the same. (h) The Supplier is not an affiliate of Lessee.
<br /> (i) The Supply Contract (as such term is hereinafter defined) represents an arms' length transaction and the purchase
<br /> price for the Equipment specified therein is the amount obtainable in an arms' length transaction between a willing and
<br /> informed buyer and a willing and informed seller under no compulsion to sell. 0) the following is a list of each entity and
<br /> each individual that directly or indirectly owns 5% or more of Lessee: Rhino Resource Partners LP.
<br /> 4. FURTHER ASSURANCES AND OTHER COVENANTS. Lessee agrees as follows: (a) Lessee will furnish Lessor
<br /> with (1) Lessee's audited consolidated balance sheet, statement of income, statement of retained earnings, and statement
<br /> of cash flows, and prepared in accordance with GAAP, certified by a recognized firm of certified public accountants, within
<br /> one hundred twenty (120) days of the close of each fiscal year of Lessee, (2) Lessee's quarterly consolidated financial
<br /> report certified by the chief financial officer of Lessee, within sixty (60) days of the close of each fiscal quarter of Lessee,
<br /> and (3) all of Lessee's Forms 10-K and 10-Q, if any, filed with the Securities and Exchange Commission ("SEC") as and
<br /> when filed (by furnishing these SEC forms, or making them publicly available in electronic form, in each case, within the
<br /> time periods set forth in clauses (1) and (2), Lessee shall be deemed to have satisfied the requirements of clauses (1), (2)
<br /> and (3)). (b) Lessee shall obtain and deliver to Lessor and/or promptly execute or otherwise authenticate any documents,
<br /> filings, waivers (including any landlord and mortgagee waivers), releases and other records, and will take such further action
<br /> as Lessor may request in furtherance of Lessor's rights under any of the Lease Documents. Lessee will deliver to Lessor
<br /> any additional information reasonably requested by Lessor relating to the Equipment and/or the general financial condition
<br /> of Lessee. Lessee irrevocably authorizes Lessor to file UCC financing statements ("UCCs"), and other filings with respect to
<br /> the Equipment or any Collateral. Without Lessor's prior written consent, Lessee agrees not to file any corrective or
<br /> termination statements or partial releases with respect to any UCCs filed by Lessor pursuant to this Lease. (c) Lessee
<br /> shall provide written notice to Lessor: (1) thirty (30) days prior to any change in Lessee's name or jurisdiction or form of
<br /> organization; (2) promptly upon the occurrence of any Event of Default (as defined in Section 15) or event which, with the
<br /> lapse of time or the giving of notice, or both, would become an Event of Default (a "Default"); and (3) promptly upon
<br /> Lessee becoming aware of any alleged violation of applicable law relating to the Equipment or this Lease. (d) Lessee has
<br /> been advised by Lessor that the USA Patriot Act establishes minimum standards of account information to be collected
<br /> and maintained by Lessor, and that to help the government fight the funding of terrorism and money laundering activities,
<br /> Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens
<br /> an account; and specifically, this means that when Lessee executes this Lease, Lessor may ask for Lessee's name and
<br /> address, the date of birth of the officers executing this Lease, and other information that will allow Lessor to identify
<br /> Lessee; and that Lessor may also ask to see the driver's license or other identifying documents of the officers of Lessee
<br /> executing this Lease. (e) Lessee and its affiliates are and will remain in full compliance with all applicable laws including,
<br /> without limitation, ensuring that(i) no Covered Entity: (w) is a Sanctioned Person; (x) has any of its assets in a Sanctioned
<br /> Country or in the possession, custody, or control of a Sanctioned Person; (y) does business in or with, or derives any of its
<br /> operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of
<br /> any law, regulation, order, or directive enforced by any Compliance Authority; or (z) is located, organized, operating, or
<br /> resident in any Sanctioned Country; (ii) the proceeds of the Lease will not be used to fund any operations in, finance any
<br /> investments or activities in, or make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law,
<br /> regulation, order, or directive enforced by any Compliance Authority; (iii) the funds used to repay the Lease are not
<br /> derived from any unlawful activity; and (iv) each Covered Entity is in compliance with, no Covered Entity engages in any
<br /> dealings or transactions prohibited by, and no Covered Entity engages in any attempt to violate or engage in or conspire
<br /> to engage in any dealings or transactions that evades or avoids (or has the purpose of evading or avoiding) any laws of
<br /> the United States, including but not limited to any Anti-Terrorism Laws. Lessee covenants and agrees that it shall
<br /> promptly notify Lessor in writing upon the occurrence of a Reportable Compliance Event. Lessee has responded (and will
<br /> promptly respond) to all Lessor requests regarding, and has provided (and will promptly provide) to Lessor all materials,
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<br /> AJM 3087561 v.1 5/19/2016 9:37 AM:TL
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