SURVIVAL from Environmental Indemnity Agreement
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (as the same may be amended, restated, extended, renewed or otherwise modified from time to time, this "Agreement") made as of the 6th day of March, 2017, by ARC NYC123WILLIAM, LLC, a Delaware limited liability company, having its principal place of business at c/o American Realty Capital New York City REIT, Inc., 106 York Road, Jenkintown, Pennsylvania 19046 ("Borrower"), and NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at c/o American Realty Capital, 106 York Road, Jenkintown, Pennsylvania 19046 ("Principal"; Borrower and Principal are collectively herein referred to as "Indemnitor"), in favor of BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors, permitted transferees and/or permitted assigns, collectively, "Indemnitee") and other Indemnified Parties (defined below).
SURVIVAL. Subject to this Section 10, the obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instruments. Upon the full and indefeasible payment by Indemnitor of the Debt, the indemnification obligations of Indemnitor hereunder shall be limited to Losses arising from conditions occurring or existing prior to the date of such satisfaction and discharge of the Debt. Notwithstanding the foregoing, upon the full and indefeasible payment by Indemnitor of the Debt, provided that Indemnitor furnishes to Indemnitee a Phase I environmental report with respect to the Property, which report is from an environmental consultant reasonably acceptable to Lender, which updated environmental report(s) disclose, no actual or threatened (other than as disclosed in the Environmental Report delivered to Indemnitee by Indemnitor in connection with the origination of the Loan) (A) non-compliance with or violation in any material respect of applicable Environmental Laws (or permits issued pursuant to Environmental Laws) in connection with the Property or operations thereon, (B) Environmental Liens encumbering the Property, (C) administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in the indemnity provisions of this Agreement or (D) presence or Release of Hazardous Substances in, on, under or from the Property, excluding substances of kinds and in amounts ordinarily and customarily used or stored in properties similar to the Property for the purposes of cleaning or other maintenance or operations and otherwise in compliance with all Environmental Laws, that has not been fully remediated in accordance with all applicable Environmental Laws, then this Agreement shall terminate and be of no further force and effect on the date that is two (2) years after the date on which the Debt is so paid in full.
Survival from Environmental Indemnity Agreement
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (MEZZANINE) (this "Agreement") is made as of April 28, 2017, by HIT PORTFOLIO I MEZZ, LP, a Delaware limited partnership, having an address at c/o Hospitality Investors Trust, Inc., 3950 University Drive, Fairfax, Virginia 22030 ("Borrower"), HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, and hOSPITALITY INVESTORS TRUST, INC., a Maryland corporation, each having an office at c/o Hospitality Investors Trust, Inc., 3950 University Drive, Fairfax, Virginia 22030 (each, a "Non-Borrower Indemnitor", and together with their respective permitted successors and assigns, collectively, "Non-Borrower Indemnitors"; and together with Borrower, "Indemnitors", and each, an "Indemnitor"), in favor of DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank authorized by the New York Department of Financial Services, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together w
Survival. Except as expressly provided to the contrary in Section 9 hereof, the obligations and liabilities of each Indemnitor under this Agreement shall fully survive indefinitely, notwithstanding any termination, satisfaction, assignment, foreclosure on the Collateral or other exercise of Indemnitee's rights or remedies under the Pledge Agreement, any other Loan Document or the UCC. Notwithstanding the foregoing, the indemnification obligations of Indemnitor hereunder shall terminate three (3) years after the payment in full (or, if later, after delivery of the Environmental Report described in this sentence), in accordance with the Loan Agreement, by any Indemnitor of the Debt solely as to an Individual Property as to which at the time of such payment (or at any time thereafter) Indemnitee has been furnished an updated Environmental Report in form and substance, and from an environmental consultant, reasonably acceptable to Indemnitee and acceptable to the Rating Agencies, which updated Environmental Report discloses, as of the date of such repayment (or, if later, the date of the delivery thereof), no actual or threatened (other than as disclosed in the Environmental Report delivered to Indemnitee by Indemnitors in connection with the origination of the Loan) (A) non-compliance with or violation of applicable Environmental Laws (or permits issued pursuant to Environmental Laws) in connection with any Individual Property or operations thereon, which has not been cured in accordance with applicable Environmental Laws, (B) Environmental Liens encumbering any Individual Property, (C) administrative processes or proceedings or judicial proceedings concerning any environmental matter addressed in this Agreement, or (D) unlawful presence or Release of Hazardous Substances in, on, above or under any Individual Property that has not been fully remediated as required by applicable Environmental Laws.
Survival from Senior Secured Note
The Securities are to be issued pursuant to an indenture, dated as of the Closing Date (as defined below) (the Indenture), to be entered into among the Issuer, the guarantors listed in Schedule 2 hereto (the Guarantors) and Wilmington Trust, National Association, as trustee (the Trustee) and as collateral agent (the Collateral Agent), for which the obligations of the Issuer in respect of the Securities will be fully, irrevocably and unconditionally guaranteed (the Guarantees) on a senior secured basis, jointly and severally, by (i) the Guarantors and (ii) any domestic subsidiary of the Issuer formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a Guarantee in accordance with the terms of the Indenture, and their respective successors and assigns. This Agreement is to confirm the agreement concerning the purchase of the Securities from the Issuer by the Initial Purchasers. In addition, the Issuer, the Guarantors and the Collateral Age
Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Issuer, the Guarantors and the Initial Purchasers contained in this Agreement or made by or on behalf of the Issuer, the Guarantors or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Issuer, the Guarantors or the Initial Purchasers.
SURVIVAL from Equipment Lease Agreement
This Equipment Lease Agreement, dated as of September 11, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Agreement"), is made between OCM MLYCo CTB Ltd., an exempted company formed under the laws of the Cayman Islands ("Lessor"), and Molycorp Minerals, LLC, a Delaware limited liability company ("Lessee"). Lessor and Lessee are referred to in this Agreement individually as a "Party" and, collectively, as the "Parties".
SURVIVAL. Sections 10, 13, 15 and 28 of this Agreement shall survive, remain in full force and effect and be enforceable after the expiration or termination of this Agreement for any reason (in the case of Section 28, for the period expressly set forth therein). For the avoidance of doubt, any representations or warranties made in this Agreement by either Party are deemed to have been made as of the date of this Agreement and the date of execution of the Certificate of Acceptance, or as of such other date specified in this Agreement, and neither Party shall be deemed to have made such representation or warranty as of any other date. Each other provision set forth in the Sale Leaseback Documents that, by its terms, survives termination of this Agreement shall also survive, remain in full force and effect and be enforceable after the expiration or termination of this Agreement for any reason.
THIS LOAN AGREEMENT is made, entered into and effective as of the 30th day of May 2014, by ENERGY SERVICES OF AMERICA CORPORATION, a Delaware corporation, C. J. HUGHES CONSTRUCTION COMPANY, INC., a West Virginia corporation, NITRO ELECTRIC COMPANY, INC., a West Virginia corporation, CONTRACTORS RENTAL CORPORATION, a West Virginia corporation, and S T PIPELINE, INC., a West Virginia corporation, (collectively "Borrower"), UNITED BANK, INC., a West Virginia banking corporation ("Lender"), and DOUG REYNOLDS and MARSHALL REYNOLDS (collectively "Guarantor").
Survival. All warranties, representations covenants and indemnities made by Borrower or Guarantor in this Agreement or in any certificate or other instrument delivered by Borrower or Guarantor to Lender under this Agreement shall be considered to have been relied upon by Lender and will survive the making of the loan and delivery to the Lender of the related documents, regardless of any investigation made by Lender or on Lender's behalf. The warranties, covenants and indemnity set forth in this Agreement may be assigned or otherwise transferred by Lender to its successors and assigns and to any subsequent purchasers of all or any portion of any Collateral by, through or under Lender, without notice to Borrower and Guarantor and without any further consent of any other person.
Survival from Credit Agreement
This CREDIT AGREEMENT ("Agreement") is entered into as of February 14, 2013, among AMERICAN REALTY CAPITAL OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership ("ARCOP"), AMERICAN REALTY CAPITAL TRUST III, INC., a Maryland corporation and the sole general partner of Borrower ("ARCT"), each Lender from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo Bank"), as Administrative Agent (in such capacity, "Administrative Agent"), CAPITAL ONE, N.A. and JPMORGAN CHASE BANK, N.A., as Documentation Agents, and RBS CITIZENS, N.A. and REGIONS BANK, as Syndication Agents.
Survival. All of Borrower's, each Lender's, Issuing Bank's and Administrative Agent's obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder, and resignation of Administrative Agent.
Survival from Debtor in Possession Credit Agreement
This SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT ("Agreement") is entered into as of July 9, 2012, among PATRIOT COAL CORPORATION, a Delaware corporation and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code (the "Borrower"), the subsidiaries of the Borrower listed on Schedule 1.01(a), and each other subsidiary of the Borrower that from time to time becomes party hereto pursuant to Section 6.12 (collectively, the "Subsidiary Guarantors" and individually, a "Subsidiary Guarantor"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), CITIBANK, N.A., as administrative agent for the Revolving Lenders and L/C Issuers and collateral agent for the Revolving Secured Parties (in such capacities, the "Revolving Administrative Agent"), CITIBANK, N.A., as administrative agent for the Term Lenders and collateral agent for the Term Secured Parties (in such capacities, the "Term Administrative Agent", and, toge
Survival. All of the Borrower's obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
Survival from Mezzanine Loan and Security Agreement
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (FIRST MEZZANINE) dated as of March 27, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between NEW PRP MEZZ 1, LLC, a Delaware limited liability company (Borrower), having an office at 2202 North West Shore Blvd., Suite 470C, Tampa, Florida 33607, GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, New York, New York 10005, and BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (each, together with their respective successors and assigns, a Co-Lender, and, collectively, Lender).
Survival. Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and obligations of Borrower contained in this Section 2.5 shall survive the payment in full of principal and interest hereunder, and the termination of this Agreement. III. CASH MANAGEMENT
Survival from Credit Agreement
This Credit Agreement, dated as of November 30, 2009, is entered into among SemCrude Pipeline, L.L.C., a Delaware limited liability company (the Borrower), the Lenders (as defined below), and General Electric Capital Corporation (GE Capital), as administrative agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the Administrative Agent).
Survival. Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document (including pursuant to Section 2.17 (Taxes), Section 2.16 (Breakage Costs; Increased Costs; Capital Requirements), Article X (The Administrative Agent), Section 11.3 (Costs and Expenses), Section 11.4 (Indemnities) or this Section 11.5) and all representations and warranties made in any Loan Document shall (A) survive the termination of the Commitments and the payment in full of other Obligations and (B) inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.
Survival from Credit Agreement
This CREDIT AGREEMENT (Agreement) is entered into as of March 5, 2010 among INTEGRAL SYSTEMS, INC., a Maryland corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Survival. All of the Borrowers obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.