copies of
the policies and endorsements for the insurance required by this Section 7.9 to
Administrative Agent promptly after issuance and renewal of each and (b) cause
each policy of insurance to provide that it will not be cancelled or modified
(as to term, coverage, scope, property or risks covered, change or addition of
loss payee or additional insured or otherwise) without 30 days prior written
notice to Administrative Agent.
7.10 Compliance with Governmental Requirements. Each Company shall (a) operate
and manage its businesses and otherwise conduct its affairs in compliance with
all Governmental Requirements (including without limitation, all Environmental
Laws and Environmental Permits) except to the extent noncompliance reasonably
could be expected not to constitute a Material Adverse Event, (b) promptly
deliver to Administrative Agent a copy of any notice received from any
Governmental Authority alleging that any Company is not in compliance with any
Governmental Requirements (including any Environmental Laws or Environmental
Permits) if the allegation reasonably could constitute a Material Adverse Event
and (c) promptly deliver to Administrative Agent a copy of any notice received
from any Governmental Authority alleging that any Company has any potential
Environmental Liability if the allegation reasonably could constitute a Material
Adverse Event.
7.11 Indemnification.
(a) AS USED IN THIS SECTION: (I) "INDEMNITOR" MEANS PMC AND EACH OTHER COMPANY
(EXCEPT FIRST WESTERN); (II) "INDEMNITEE" MEANS ADMINISTRATIVE AGENT, EACH
LENDER, EACH PRESENT AND FUTURE AFFILIATE OF ADMINISTRATIVE AGENT AND EACH
LENDER, EACH PRESENT AND FUTURE REPRESENTATIVE OF ADMINISTRATIVE AGENT AND EACH
LENDER OR ANY OF THOSE AFFILIATES AND EACH PRESENT AND FUTURE SUCCESSOR AND
ASSIGN
AMENDED AND RESTATED CREDIT AGREEMENT - PAGE 41
OF ADMINISTRATIVE AGENT AND EACH LENDER OR ANY OF THOSE 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 ALL 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 (1) CREDIT
DOCUMENT OR TRANSACTION CONTEMPLATED BY ANY CREDIT DOCUMENT, (2) ENVIRONMENTAL
LIABILITY IN ANY WAY RELATED TO ANY COMPANY, OR ACT, OMISSION, STATUS,
OWNERSHIP, OR OTHER RELATIONSHIP, CONDITION, OR CIRCUMSTANCE CONTEMPLATED BY,
CREATED UNDER, OR ARISING PURSUANT TO OR IN CONNECTION WITH ANY CREDIT DOCUMENT,
OR (3) INDEMNITEE'S SOLE OR CONCURRENT ORDINARY NEGLIGENCE.
(b) EACH INDEMNITOR AGREES, JOINTLY AND SEVERALLY, TO INDEMNIFY 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.
(c) THE FOREGOING PROVISIONS (I) ARE NOT LIMITED IN AMOUNT EVEN IF THAT AMOUNT
EXCEEDS