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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 11 of 38
<br /> ANY PURCHASE DOCUMENT OR TO THE DESCRIPTION SET FORTH IN THE RELATED SCHEDULE OR ANY OF
<br /> THE OTHER LEASE DOCUMENTS, OR ANY INTERFERENCE OR INFRINGEMENT (EXCEPT AS EXPRESSLY
<br /> PROVIDED IN SECTION 8(b)), OR ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, NOR SHALL
<br /> LESSOR BE LIABLE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR
<br /> STRICT OR ABSOLUTE LIABILITY IN TORT; AND LESSEE HEREBY WAIVES ANY CLAIMS ARISING OUT OF ANY
<br /> OF THE FOREGOING. Without limiting the foregoing, Lessor will not be responsible to Lessee or any other person with
<br /> respect to, and Lessee agrees to bear sole responsibility for, any risk or other matter that is the subject of Lessor's
<br /> disclaimer; and Lessor's agreement to enter into this Lease and any Schedule is in reliance upon the freedom from and
<br /> complete negation of liability or responsibility for the matters so waived or disclaimed herein or covered by the indemnity
<br /> in this Lease. So long as no Event of Default has occurred, Lessee may exercise Lessor's rights, if any, under any
<br /> warranty with respect to the Equipment. Lessee's exercise of such rights shall be at its sole risk, shall not result in any
<br /> prejudice to Lessor, and may be exercised only during the term of the related Schedule. Lessee shall not attempt to
<br /> enforce any such warranty by legal proceeding without Lessor's prior written approval. (b) Lessor warrants that during the
<br /> term of each Schedule, so long as no Event of Default has occurred, Lessee's possession and use of the Equipment leased
<br /> thereunder shall not be interfered with by Lessor or anyone rightfully claiming an interest through Lessor. The preceding
<br /> warranty is in lieu of all other warranties by Lessor, whether written, oral or implied, with respect to this Lease or the
<br /> Equipment. Any actual or purported breach of this warranty shall not give rise to any Abatement, but Lessee may bring a
<br /> direct cause of action against Lessor for any actual damages directly resulting from any such breach.
<br /> 9. FEES AND TAXES. Lessee agrees to: (a) (1) if permitted by law, file in Lessee's own name or on Lessor's behalf,
<br /> directly with all appropriate taxing authorities all declarations, returns, inventories and other documentation with respect to
<br /> any personal property taxes (or any other taxes in the nature of or imposed in lieu of property taxes) due or to become
<br /> due with respect to the Equipment, and if not so permitted by law, to promptly notify Lessor and provide it with all
<br /> information required in order for Lessor to timely file all such declarations, returns, inventories, or other documentation,
<br /> and (2) pay on or before the date when due all such taxes assessed, billed or otherwise payable with respect to the
<br /> Equipment directly to the appropriate taxing authorities; (b) (1) pay when due as requested by Lessor, and (2) defend and
<br /> indemnify Lessor on a net after-tax basis against liability for all title, license and/or registration fees, assessments, and
<br /> sales, use, highway use, property, excise, privilege, value added and other taxes or other charges or fees now or
<br /> hereafter imposed by any governmental body or agency upon the Equipment or with respect to the manufacture,
<br /> shipment, purchase, ownership, delivery, installation, leasing, operation, possession, use, return, or other disposition
<br /> thereof or the Rent hereunder (other than taxes on or measured solely by the net income of Lessor (except as and to the
<br /> extent expressly addressed in Section 14(b) hereof)); and (c) indemnify Lessor against any penalties, charges, interest or
<br /> costs imposed with respect to any items referred to in clauses (a) and (b) above (the items referred to in clauses (a), (b),
<br /> and (c) above being referred to herein as "Impositions"). Any Impositions which are not paid when due and which are
<br /> paid by Lessor shall, at Lessor's option, become immediately due from Lessee to Lessor.
<br /> 10. TITLE; GRANTING CLAUSE. (a) Lessee and Lessor intend that: (1) each Schedule, incorporating by reference the
<br /> terms of this Lease, constitutes a true "lease" and a "finance lease" as such terms are defined in Article 2A and not a sale
<br /> or retention of a security interest; and (2) Lessor is and shall remain the owner of each item of Equipment (unless sold by
<br /> Lessor pursuant to any Lease Document), and Lessee shall not acquire any right, title or interest in or to such Equipment
<br /> except the right to use it in accordance with the terms of the related Schedule. Lessee waives all rights and remedies
<br /> Lessee may have under Sections 2A-508 through 2A-522 of Article 2A, including any right to cancel or repudiate any
<br /> Schedule or to reject or revoke acceptance of any Equipment. Pursuant to Article 2A, Lessor and Lessee acknowledge
<br /> and agree that: (x) Lessee has selected the Supplier and directed Lessor to acquire the Equipment from the Supplier; and
<br /> (y) Lessor has informed Lessee that: (i) Lessee is entitled under Article 2A to the promises and warranties, including those
<br /> of the Supplier, provided to Lessor by the Supplier in connection with or as part of the contract by which Lessor acquired
<br /> the Equipment, and (ii) Lessee may communicate with the Supplier and receive an accurate and complete statement of
<br /> those promises and warranties, including any disclaimers and limitations of them or of remedies. (b) In order to secure
<br /> the prompt payment of the Rent and all of the other amounts from time to time outstanding with respect hereto and to
<br /> each Schedule, and the performance and observance by Lessee of all of the provisions hereof and thereof and of all of
<br /> the other Lease Documents, Lessee hereby collaterally assigns, grants, and conveys to Lessor, a security interest in and
<br /> lien on all of Lessee's right, title and interest in and to all of the following (whether now existing or hereafter created, and
<br /> including any other collateral described on any rider hereto; the "Collateral"): (1) (if contrary to the parties' intentions a
<br /> court determines that such Schedule is not a true "lease" under the UCC) the Equipment described in such Schedule or
<br /> otherwise covered thereby (including all inventory, fixtures or other property comprising the Equipment), together with all
<br /> related software (embedded therein or otherwise) and all additions, attachments, accessories and accessions thereto
<br /> whether or not furnished by the Supplier, and any and all substitutions, replacements or exchanges for any such item of
<br /> goods; in each such case in which Lessee shall from time to time acquire an interest; (2) all leases, subleases, rental
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<br /> AJM 3087561 v.1 5/19/2016 9:37 AM:TL
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