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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 9 of 38
<br /> information, and documents relating to, Lessor's compliance with applicable law and regulations, including without
<br /> limitation the Customer Due Diligence Rule under 31 C.F.R. § 1010.230. If applicable, Lessee agrees: (a) to promptly
<br /> notify Lessor in writing of any change to the information contained in the Certification of Beneficial Owner(s) or any similar
<br /> form (the "Beneficial Owners Information"); and (b) certifies as of the date of each Schedule, unless Lessee indicates
<br /> otherwise to Lessor in writing, that the Beneficial Owners Information previously provided remains complete and correct.
<br /> If Lessee is a "legal entity customer" as defined in 31 C.F.R. § 1010.230, Lessee agrees to immediately notify Lessor in
<br /> writing of any direct or indirect refund or payment received in connection with this Lease or any Schedule, and certifies as
<br /> of the date of this Lease and each Schedule that (unless Lessee indicates otherwise to Lessor in writing) Lessee has not
<br /> received and does not expect to receive any such refund or payment directly or indirectly. As used herein: "Anti-
<br /> Terrorism Laws" means any laws relating to terrorism, trade sanctions programs and embargoes, import/export
<br /> licensing, money laundering, or bribery, all as amended, supplemented, or replaced from time to time; "Compliance
<br /> Authority" means each and all of the (A) U.S. Treasury Department/ Office of Foreign Assets Control, (B) U.S. Treasury
<br /> Department/ Financial Crimes Enforcement Network, (C) U.S. State Department/ Directorate of Defense Trade Controls,
<br /> (D) U.S. Commerce Department / Bureau of Industry and Security, (E) U.S. Internal Revenue Service, (F) U.S. Justice
<br /> Department, (G) U.S. Securities and Exchange Commission, and (H) any other applicable governmental authority;
<br /> "Covered Entity" means Lessee, its affiliates and subsidiaries, all guarantors, pledgors of collateral, any person or other
<br /> party who (directly or indirectly) owns an interest in or otherwise controls any of the foregoing, and all brokers or other
<br /> agents of Lessee or any guarantor acting in any capacity in connection with this Lease or any Schedule; "Reportable
<br /> Compliance Event" means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated,
<br /> or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-
<br /> Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any
<br /> aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; "Sanctioned Country" means any
<br /> country, territory, or foreign government that is the target or subject of any sanctions program maintained by any
<br /> Compliance Authority; and "Sanctioned Person" means any individual person, group, regime, entity, or thing listed or
<br /> otherwise recognized as a specially designated, prohibited, sanctioned, or debarred person, entity, or thing, or subject to
<br /> any limitations or prohibitions (including, but not limited to, the blocking of property or rejection of transactions), under any
<br /> order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions
<br /> program maintained by any Compliance Authority. (f) Lessee shall use the Equipment and proceeds of each Schedule
<br /> solely for business or commercial purposes.
<br /> Prohibition Against Unlawful Internet Gambling: Lessor is required to enforce a prohibition in a federal law known as
<br /> the Unlawful Internet Gambling Enforcement Act of 2006 (UIGEA), which prohibits commercial customers from receiving
<br /> deposits or any credits into their accounts that are derived from illegal Internet gambling. By maintaining an account with
<br /> Lessor or an affiliate, Lessee agrees not to engage in illegal Internet gambling, and to tell Lessor if Lessee's account is
<br /> ever used in connection with any form of Internet gambling, even if Lessee believes that it is legal. If Lessee doesn't
<br /> notify Lessor, Lessor (and/or its affiliates) may deny further access to various payment methods, close Lessee's account,
<br /> or take other action believed to be necessary to comply with the UIGEA.
<br /> 5. CONDITIONS PRECEDENT. Lessor is under no obligation to enter into any Schedule. Lessor's agreement to
<br /> purchase and lease any Equipment under a Schedule, is conditioned upon Lessor's execution of such Schedule and
<br /> Lessor's determination that all of the following have been satisfied: (a) Lessor having received the following, in form and
<br /> substance satisfactory to Lessor: (1) evidence as to due compliance with the insurance provisions of Section 11; (2)
<br /> UCCs, real property waivers and all other filings required by Lessor; (3) a certificate of an appropriate officer of Lessee
<br /> certifying: (A) resolutions duly authorizing the transactions contemplated in the applicable Lease Documents, and (B) the
<br /> incumbency and signature of the officers of Lessee authorized to execute such documents; (4) the only manually
<br /> executed original of the Schedule, and counterpart originals of all other Lease Documents; (5) all purchase documents
<br /> pertaining to the Equipment (collectively, the "Supply Contract"); and (6) such other documents, agreements,
<br /> instruments, certificates, opinions, approvals, and assurances, as Lessor may require. (b) All representations and
<br /> warranties provided by Lessee in favor of Lessor in any of the Lease Documents shall be true and correct on the effective
<br /> date of the related Schedule (Lessee's execution and delivery of the Schedule shall constitute Lessee's acknowledgment
<br /> of the same). (c) There shall be no Default or Event of Default under the Schedule or any other Lease Documents. (d)
<br /> There shall not have been a material adverse change in the business, operations, financial reporting, condition (financial or
<br /> otherwise), assets, or prospects of Lessee or any guarantor or a material adverse change in Lessee's or any guarantor's
<br /> ability to comply with any of the Lease Documents, in all cases as determined by Lessor in its sole discretion. (e) The
<br /> Equipment shall have been delivered to and accepted by Lessee, as evidenced by the Schedule, and shall be in the
<br /> condition and repair required hereby; and on the effective date of such Schedule Lessor shall have received good title to
<br /> the Equipment described therein, free and clear of any claims, liens, attachments, rights of others and legal processes
<br /> ("Liens").
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<br /> AJM 3087561 v.1 5/19/2016 9:37 AM:TL
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