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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 20 of 38
<br /> offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the
<br /> Treasury Regulations promulgated under Section 6011 of the Code and Section 6111 of the Code and the Treasury
<br /> Regulations promulgated thereunder; and shall be construed in a manner consistent with such purpose.
<br /> 19. DEFINITIONS AND RULES OF CONSTRUCTION. (a) The following terms when used in this Lease or in any of the
<br /> Schedules have the following meanings: (1) "affiliate": with respect to any given person, shall mean (i) each person that
<br /> directly or indirectly owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, five (5) percent or
<br /> more of the voting stock, membership interest or similar equity interest having ordinary voting power in the election of
<br /> directors or managers of such person, (ii) each person that controls, is controlled by, or is under common control with,
<br /> such person, or (iii) each of such person's officers, directors, members, joint venturers and partners. For the purposes of
<br /> this definition, "control" of a person means the possession, directly or indirectly, of the power to direct or cause the
<br /> direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise; (2)
<br /> "applicable law" or "law": any law, rule, regulation, ordinance, order, code, common law, interpretation, judgment,
<br /> directive, decree, treaty, injunction, writ, determination, award, permit or similar norm or decision of any governmental
<br /> authority; (3) "AS IS, WHERE IS": AS IS, WHERE IS, without warranty, express or implied, with respect to any matter
<br /> whatsoever; (4) "business day": any day, other than a Saturday, Sunday, or legal holiday for commercial banks under the
<br /> laws of the state of the Lessor's notice address; (5) "governmental authority": any federal, state, county, municipal,
<br /> regional or other governmental authority, agency, board, body, instrumentality or court, in each case, whether domestic or
<br /> foreign; (6) "person": any individual, corporation, limited liability entity, partnership, joint venture, or other legal entity or a
<br /> governmental authority, whether employed, hired, affiliated, owned, contracted with, or otherwise related or unrelated to
<br /> Lessee or Lessor; and (7) "UCC" or"Uniform Commercial Code": the Uniform Commercial Code as in effect in the State
<br /> or in any other applicable jurisdiction; and any reference to an article (including Article 2A) or section thereof shall mean
<br /> the corresponding article or section (however termed) of any such applicable version of the Uniform Commercial Code.
<br /> (b) The following terms when used herein or in any of the Schedules shall be construed as follows: (1) "herein," "hereof,"
<br /> "hereunder," etc.: in, of, under, etc. this Lease or such other Lease Document in which such term appears (and not
<br /> merely in, of, under, etc. the section or provision where the reference occurs); (2) "including": means including without
<br /> limitation unless such term is followed by the words "and limited to," or similar words; and (3) "or": at least one, but not
<br /> necessarily only one, of the alternatives enumerated. Any defined term used in the singular preceded by "any" indicates
<br /> any number of the members of the relevant class. Any Lease Document or other agreement or instrument referred to
<br /> herein means such agreement or instrument as supplemented and amended from time to time. Any reference to Lessor
<br /> or Lessee shall include their permitted successors and assigns. Any reference to an applicable law shall also mean such
<br /> law as amended, superseded or replaced from time to time.
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<br /> AJM 3087561 v.1 5/19/2016 9:37 AM:TL
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