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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 33 of 38
<br />WINTRUST COMMERCIAL FINANCE
<br />MASTER LEASE GUARANTY
<br />THIS MASTER LEASE GUARANTY (this "Guaranty") is executed and delivered by Rhino Resource Partners LP (if
<br />more than one, collectively, "Guarantor") in favor of WINTRUST COMMERCIAL FINANCE, a division of Wintrust Asset
<br />Finance Inc., its successors and assigns ("Lessor"), in connection with that certain Master Lease Agreement dated as of
<br />May J_�L, 2018, together with all Equipment Schedules executed or to be executed pursuant thereto (the "Lease"), by
<br />and between Lessor and Rhino Energy LLC, its successors and permitted assigns ("Lessee").
<br />In order to induce Lessor to enter into the Lease (execution and delivery hereof being a condition precedent to
<br />Lessor's obligations under the Lease), and for other good and valuable consideration, the receipt and sufficiency of which
<br />are hereby acknowledged, Guarantor hereby UNCONDITIONALLY GUARANTEES (a) to pay Lessor in lawful money of
<br />the United States all Rents and other sums reserved in the Lease Documents (as such term is defined in the Lease), or
<br />any substitutions therefor, in the amounts, at the times and in the manner set forth in the Lease Documents; and (b) to
<br />perform, at the time and in the manner set forth in the Lease Documents, all of the terms, covenants and conditions
<br />therein required to be kept, observed or performed by Lessee (collectively, the "Obligations"). If there is more than one
<br />Guarantor, the obligations of each Guarantor are joint and several.
<br />1. This Guaranty is a continuing one and shall terminate only upon full payment of all rents and all other sums due
<br />under the Lease Documents and the performance of all of the terms, covenants and conditions therein required to be
<br />kept, observed or per -formed by Lessee, including such payment and performance under all schedules made a part of said
<br />Lease Documents, whether to be performed before or after the last rent payment has been made under the Lease
<br />Documents. Guarantor expressly waives the right to revoke or terminate this Guaranty, including any statutory right of
<br />revocation under the laws of any state. This Guaranty is a guaranty of prompt payment and performance (and not merely
<br />a guaranty of collection).
<br />2. Guarantor authorizes Lessor, with Lessee's consent where required, without notice or demand, and without
<br />affecting its liability hereunder, from time to time to: (a) change the amount, time or manner of payment of rent or other
<br />sums reserved in the Lease Documents; (b) change any of the terms, covenants, conditions or provisions of the Lease
<br />Documents; (c) amend, modify, change or supplement the Lease Documents; (d) consent to Lessee's assignment of the
<br />Lease Documents or to the sublease of all, or any portion, of the equipment covered by the Lease Documents; (e) receive
<br />and hold security for the payment of this Guaranty or the performance of the Lease Documents, and exchange, enforce,
<br />waive and release any such security; and (f) apply such security and direct the order or manner of sale thereof as Lessor
<br />in its discretion may determine.
<br />3. Guarantor waives any right to require Lessor to: (a) proceed against Lessee, any other guarantor or any other
<br />person directly or contingently liable for the payment of any of the Obligations; (b) proceed against or exhaust any security
<br />held from Lessee, any other guarantor or any other person directly or contingently liable for the payment of any of the
<br />Obligations; (c) pursue any other remedy in Lessor's power whatsoever; or (d) notify Guarantor of any adverse change in
<br />Lessee's financial condition or of any default by Lessee in the payment of any rent or other sums reserved in the Lease
<br />Documents or in the performance of any term, covenant or condition therein required to be kept, observed or performed
<br />by Lessee. Guarantor waives any defense arising by reason of any disability or other defense of Lessee (except to the
<br />extent the Obligations have been paid), any lack of authority of Lessee with respect to the Lease Documents, the
<br />invalidity, illegality or lack of enforceability of the Lease Documents from any cause whatsoever, the failure of Lessor to
<br />acquire title to the equipment subject to the Lease Documents or to perfect or maintain perfection of any interest therein or
<br />the cessation from any cause whatsoever of the liability of Lessee (including, without limitation, stays, injunctions, or
<br />discharge in bankruptcy), and any other circumstance whatsoever that might otherwise constitute a legal or equitable
<br />discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against Guarantor; provided,
<br />however, that Guarantor does not waive any defense arising from the due performance by Lessee of the terms and
<br />conditions of the Lease Documents. Lessor may, at Lessor's election, foreclose on any security held by Lessor with
<br />respect to the Obligations or this Guaranty by one or more judicial or nonjudicial sales, without affecting or impairing in
<br />any way the liability of Guarantor. Guarantor waives any defense arising out of any such election by Lessor, even though
<br />such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of
<br />Lessor against Lessee or any security. In the absence of agreeing to the waivers contained in this paragraph, Guarantor
<br />AJM 3090981 v.1 5/19/2016 9:38 AM:DOMESTIC ENTITY
<br />EXHIBIT A-2
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