insurance for each policy of insurance and evidence of payment of all premiums.
7.10 Preservation and Protection of Rights. Borrower shall, and shall cause
each other Obligor to, perform the acts and duly authorize, execute,
acknowledge, deliver, file, and record any additional writings as Administrative
Agent may reasonably deem necessary or appropriate to preserve and protect the
Rights of the Credit Parties under any Loan Document.
7.11 Environmental Laws. Borrower shall, and shall cause each Company to,
(a) operate and manage its businesses and otherwise conduct its affairs in
compliance with all Environmental Laws, except to the extent noncompliance could
not reasonably be expected to result in a Material Adverse Event, (b) promptly
deliver to Administrative Agent a copy of any written notice received from any
Governmental Authority alleging that any Company is not in compliance with any
Environmental Law, where such notice or non-compliance could result in a
Material Adverse Event, and (c) promptly deliver to Administrative Agent a copy
of any written notice received from any Governmental Authority alleging that any
Company has any potential environmental Liability that could result in a
Material Adverse Event.
7.12 Indemnification.
(i) AS USED IN THIS SECTION: (I) "INDEMNITOR" MEANS THE OBLIGORS; (II)
"INDEMNITEE" MEANS EACH CREDIT PARTY, EACH PRESENT AND FUTURE AFFILIATE OF EACH
CREDIT PARTY, EACH PRESENT AND FUTURE REPRESENTATIVE OF EACH CREDIT PARTY, OR
ANY OF SUCH AFFILIATES, AND EACH PRESENT AND FUTURE SUCCESSOR AND ASSIGN OF EACH
CREDIT PARTY, OR ANY OF SUCH AFFILIATES OR REPRESENTATIVES; AND (III)
"INDEMNIFIED LIABILITIES" MEANS ALL PRESENT AND FUTURE, KNOWN AND UNKNOWN, FIXED
AND CONTINGENT, ADMINISTRATIVE, INVESTIGATIVE, JUDICIAL, AND OTHER CLAIMS,
DEMANDS, ACTIONS, CAUSES OF ACTION, INVESTIGATIONS, SUITS, PROCEEDINGS, AMOUNTS
PAID IN SETTLEMENT, DAMAGES, JUDGMENTS, PENALTIES, COURT COSTS, LIABILITIES, AND
OBLIGATIONS - AND ALL PRESENT AND FUTURE COSTS, EXPENSES, AND DISBURSEMENTS
(INCLUDING, WITHOUT LIMITATION, ALL
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REASONABLE ATTORNEYS' FEES AND EXPENSES WHETHER OR NOT SUIT OR OTHER PROCEEDING
EXISTS OR ANY INDEMNITEE IS PARTY TO ANY SUIT OR OTHER PROCEEDING) IN ANY WAY
RELATED TO ANY OF THE FOREGOING - THAT MAY AT ANY TIME BE IMPOSED ON, INCURRED
BY, OR ASSERTED AGAINST ANY INDEMNITEE AND IN ANY WAY RELATING TO OR ARISING OUT
OF ANY (A) LOAN DOCUMENT, TRANSACTION CONTEMPLATED BY ANY LOAN DOCUMENT OR ANY
PROPERTY, (B) ENVIRONMENTAL LIABILITY IN ANY WAY RELATED TO ANY COMPANY, ANY
PROPERTY, OR ANY ACT, OMISSION, STATUS, OWNERSHIP, OR OTHER RELATIONSHIP,
CONDITION, OR CIRCUMSTANCE CONTEMPLATED BY, CREATED UNDER, OR ARISING PURSUANT
TO OR IN CONNECTION WITH ANY LOAN DOCUMENT, OR (C) INDEMNITEE'S SOLE,
CONTRIBUTORY OR CONCURRENT ORDINARY NEGLIGENCE. THE FOREGOING INDEMNIFIES THE
INDEMNITEES FROM THEIR OWN NEGLIGENCE.
(j) EACH INDEMNITOR SHALL JOINTLY AND SEVERALLY INDEMNIFY EACH INDEMNITEE
FROM AND AGAINST, PROTECT AND DEFEND EACH INDEMNITEE FROM AND AGAINST, HOLD EACH
INDEMNITEE HARMLESS FROM AND AGAINST, AND ON DEMAND PAY OR REIMBURSE EACH
INDEMNITEE FOR, ALL INDEMNIFIED LIABILITIES.
(k) THE FOREGOING PROVISIONS (I) ARE NOT LIMITED IN AMOUNT EVEN IF THAT
AMOUNT EXCEEDS THE OBLIGATION, (II) INCLUDE, WITHOUT LIMITATION, REASONABLE FEES
AND EXPENSES OF ATTORNEYS