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Case 1:20-bk-12043 Doc 107-3 Filed 07/27/20 Entered 07/27/20 15:07:21 Desc
<br /> Exhibit C - Engagement Letter Page 7 of 9
<br /> Schedule I
<br /> This Schedule I is a part of and is incorporated into that certain letter agreement (the "Agreement") dated
<br /> May 20, 2020 by and among Rhino Resource Partners LP, together with its subsidiaries and affiliates, (the
<br /> "Company")and Cambio Group LLC,a Delaware limited liability company("Cambio").
<br /> Any and all obligations and agreements of the Company under this Schedule I shall be equally applicable to,
<br /> and binding upon, each of the Company's bankruptcy estates and any chapter 7 trustee appointed in the Company's
<br /> bankruptcy cases, in each such case to the extent applicable or permitted under applicable law.
<br /> Because Cambio will be acting on behalf of the Company in connection with the services contemplated by the
<br /> Agreement, and as part of the consideration for the agreement of Cambio to furnish its services pursuant to the
<br /> Agreement, the Company (the"Indemnifying Party") agrees,jointly and severally, to indemnify and hold harmless
<br /> Cambio and its affiliates, and their respective officers, directors, partners, members, shareholders, employees,
<br /> representatives, consultants, advisors and agents and each person, if any,who controls Cambio or any of its affiliates
<br /> within the meaning of the Securities Act of 1933, as amended, (Cambio and each such other person being referred to
<br /> as an "Indemnified Person"), to the full extent lawful, from and against all claims, liabilities, losses, damages and
<br /> expenses, or actions in respect thereof, as incurred, based upon, related to, arising out of, or in connection with (i)
<br /> actions taken or omitted to be taken by the Company and their affiliates, officers, directors, counsel, employees or
<br /> agents, (ii) actions taken or omitted to be taken by any Indemnified Person pursuant to the terms of, or in connection
<br /> with,the services rendered pursuant to the Agreement or in connection with any restructuring or proposed transaction
<br /> contemplated thereby or any Indemnified Person's role in connection therewith,and(iii)any untrue statement or alleged
<br /> untrue statement of a material fact contained in any of the Information or restructuring materials, (each as defined in
<br /> the Agreement) or omission or alleged omission to state a material fact required to be stated therein to make the
<br /> statements therein not misleading in light of the circumstances under which they were made,and shall reimburse each
<br /> Indemnified Person promptly upon demand for any legal or other expenses (including, without limitation, fees and
<br /> expenses of counsel) reasonably incurred by that Indemnified Person in connection with investigating, preparing to
<br /> defend,defending against,or appearing as a third party witness, in connection with any such claims, liabilities, losses,
<br /> damages, expenses or actions;provided,however,that the Indemnifying Party shall not be responsible for any claims,
<br /> liabilities, losses,damages,expenses or actions of any Indemnified Person to the extent,and only to the extent,that it
<br /> is determined in a final judgment(not subject to further appeal)by a court of competent jurisdiction that such claims,
<br /> liabilities, losses,damages,expenses or actions resulted directly from the fraud,willful misconduct or gross negligence
<br /> of the Indemnified Person.No Indemnified Person shall have any liability to the Company, or any of their respective
<br /> affiliates, officers, directors, partners, members, shareholders, employees, representatives, consultants, advisors and
<br /> agents in connection with the services rendered pursuant to the Agreement except to the extent,and only to the extent,
<br /> that it is determined in a final judgment (not subject to further appeal) by a court of competent jurisdiction that such
<br /> claims, liabilities, losses, damages, expenses or actions resulted directly from the fraud, willful misconduct or gross
<br /> negligence of the Indemnified Person.
<br /> Promptly upon receipt by an Indemnified Person of notice of any claim or the commencement of any action,if
<br /> an indemnification claim in respect thereof is to be made against the Indemnifying Party,the Indemnified Person shall
<br /> notify the Indemnifying Party in writing of the claim or commencement of such action;provided,however,that the failure
<br /> to so notify shall not relieve the Indemnifying Party from any liability which it may have pursuant to this Schedule I
<br /> except to the extent, and only to the extent, that it has been materially prejudiced by such failure to so notify; and,
<br /> provided,further,that the failure to so notify shall not relieve the Indemnifying Party from any liability it may have to
<br /> an Indemnified Person otherwise than pursuant to this Schedule I.If any such claim or action shall be brought against an
<br /> Indemnified Person,the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof at
<br /> its expense with counsel reasonably satisfactory to the Indemnified Person.After notice from the Indemnifying Party to
<br /> the Indemnified Person of its election to assume the defense of such claim or action,the Indemnifying Party shall not be
<br /> liable to the Indemnified Person under this Schedule 1 for any legal or other expenses subsequently incurred by the
<br /> Indemnified Person in connection with the defense thereof other than reasonable costs of investigation; provided,
<br /> however,that any Indemnified Person shall have the right to employ separate counsel in any such action and to participate
<br /> in the defense thereof, and,provided,further,that Indemnifying Party shall continue to be liable for the legal or other
<br /> expenses incurred by the Indemnified Person in connection with the defense of such action if(i)the employment of such
<br /> separate counsel has been specifically authorized by the Indemnifying Party in writing,(ii)such Indemnified Person shall
<br /> have been advised by counsel that there may be one or more legal defenses available to it which are different from or in
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