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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 19 of 38
<br /> all lien search reports (and copies of filings) requested by Lessor. Lessee shall also reimburse Lessor promptly upon
<br /> demand for all costs and expenses (including the fees and expenses of all counsel, advisors, consultants and auditors
<br /> retained in connection therewith) incurred in connection with: (a) the evaluation, negotiation, documentation, and closing
<br /> of the transaction(s) and the Equipment or Collateral covered or contemplated by the Lease Documents (including without
<br /> limitation any documentation fee(s) imposed by Lessor), and the preparation, negotiation, execution, delivery,
<br /> performance and enforcement of the Lease Documents and the preservation of any rights thereunder (including, without
<br /> limitation, filing or recording fees and taxes); (b) collection, any effort to monitor the Lease and any Schedule, any effort to
<br /> evaluate, observe, or assess Lessee or any guarantor, and any effort to verify, protect, evaluate, assess, appraise, collect,
<br /> sell, liquidate, or otherwise dispose of the Equipment or any other Collateral; (c) any amendment, waiver, or other
<br /> modification or waiver of, or consent with respect to, any Lease Document; and (d) any litigation, dispute, suit, proceeding,
<br /> or action (whether instituted by or between any combination of Lessor, Lessee, or any other person), and an appeal or
<br /> review thereof, in any way relating to the Equipment, the Collateral, any Lease Document, or any action taken or any
<br /> other agreements to be executed or delivered in connection therewith, whether as a party, witness, or otherwise. If
<br /> Lessee fails to perform any of its obligations with respect to a Schedule, Lessor shall have the right, but shall not be
<br /> obligated, to effect such performance, and Lessee shall reimburse Lessor, upon demand, for all expenses incurred by
<br /> Lessor in connection with such performance plus interest thereon at the Default Rate. Lessor's effecting such compliance
<br /> shall not be a waiver of Lessee's default. All amounts payable under this Section, if not paid when due, shall be paid to
<br /> Lessor together with interest thereon at the Default Rate. (e) Lessee irrevocably appoints Lessor as Lessee's attorney-in-
<br /> fact (which power shall be deemed coupled with an interest) to: (1) make minor corrections to manifest errors in factual
<br /> data in any Schedule and/or any addenda, attachments, exhibits and/or riders to this Lease or any Schedule; and (2)
<br /> execute, endorse and deliver any documents and checks or drafts relating to or received in payment for any loss or
<br /> damage under the policies of insurance required by this Lease, but only to the extent that the same relates to the
<br /> Equipment, or are required by titling agencies in order to reflect Lessor as the owner and/or lienholder with respect to
<br /> certificates of title pertaining to motor vehicles (if any) comprising the Equipment. (f) LESSOR AND LESSEE HEREBY
<br /> WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH LESSEE AND/OR LESSOR MAY BE PARTIES
<br /> ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS LEASE. (g) All notices (excluding billings and
<br /> communications in the ordinary course of business) hereunder shall be in writing, personally delivered, delivered by
<br /> overnight courier service, sent by facsimile transmission (with confirmation of receipt), or sent by certified mail, return
<br /> receipt requested, addressed to the other party at its respective address stated below the signature of such party or at
<br /> such other address as such party shall from time to time designate in writing to the other party; and shall be effective from
<br /> the date of receipt. (h) This Lease shall not be effective unless and until accepted by execution by an officer of Lessor at
<br /> the address, as set forth below the signature of Lessor. THIS LEASE AND ALL OF THE OTHER LEASE DOCUMENTS,
<br /> AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER, SHALL IN ALL
<br /> RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
<br /> OF ILLINOIS (THE "STATE") (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF THE STATE),
<br /> INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE
<br /> LOCATION OF THE EQUIPMENT. The parties agree that any action or proceeding arising out of or relating to this Lease
<br /> may be commenced in any state or Federal court in the State, and agree that a summons and complaint commencing an
<br /> action or proceeding in any such court shall be properly served and shall confer personal jurisdiction if served personally
<br /> or by certified mail to it at the mailing address below Lessee's signature, or as it may provide in writing from time to time,
<br /> or as otherwise provided under the laws of the State. (i) This Lease and all of the other Lease Documents may be
<br /> executed in counterparts. Photocopies or facsimile transmissions of signatures shall be deemed original signatures and
<br /> shall be fully binding on the parties to the same extent as original signatures. The transfer or possession of the "Original"
<br /> of this Lease shall be irrelevant to the full or collateral assignment of, or grant of security interest in, any Schedule;
<br /> provided, however, no security interest in any Schedule may be created through the transfer, possession or control, as
<br /> applicable, of any counterpart of such Schedule other than the original thereof, which shall be identified as the document
<br /> or record (as applicable) marked "Original" and all other counterparts shall be marked "Duplicate". Q) If Lessor is required
<br /> by the terms hereof to pay to or for the benefit of Lessee any amount received as a refund of an Imposition or as
<br /> insurance proceeds, Lessor shall not be required to pay such amount, if any Default has occurred and not been cured or
<br /> any Event of Default shall have occurred and not been waived by Lessor. In addition, if Lessor is required by the terms
<br /> hereof to cooperate with Lessee in connection with certain matters, such cooperation shall not be required if a Default or
<br /> Event of Default has then occurred and is continuing. (k) There is no restriction (either express or implied) on any
<br /> disclosure or dissemination of the tax treatment or tax structure of the transactions contemplated by this Lease or any
<br /> documents executed in connection herewith. Further, each party hereto acknowledges that it has no proprietary rights to
<br /> any tax matter or tax idea or to any element of the transaction structure contemplated by this Lease; and each party
<br /> hereto (and any employee, representative or agent of any party hereto) may disclose to any and all persons (without
<br /> limitation of any kind), the Federal tax treatment and Federal tax structure of the transaction contemplated by this Lease.
<br /> This Section 18(k) is intended to cause the transaction contemplated by this Lease to be treated as not having been
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<br /> AJM 3087561 v.1 5/19/2016 9:37 AM:TL
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