ANY BORROWER OF ANY LAW, (VI) ANY BORROWER'S GENERATION,
MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE,
DISPOSAL OR PRESENCE OF A HAZARDOUS SUBSTANCE AT, TO OR FROM ANY OF ITS
PROPERTIES, (VII) ANY PERSONAL INJURY TO AGENT'S, ANY LENDER'S OR ANY BORROWER'S
RESPECTIVE REPRESENTATIVES, INVITEES, OR LICENSEES, AND (VIII) ANY DAMAGE TO ANY
BORROWER'S ASSETS.
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(b) BORROWERS AGREE NOT TO ASSERT ANY CLAIM AGAINST ANY INDEMNIFIED PARTY ON ANY
THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES
ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR THE ACTUAL OR PROPOSED USE OF
THE PROCEEDS OF THE LOANS.
(c) EACH INDEMNIFIED PARTY SHALL BE INDEMNIFIED UNDER THE TERMS OF THE LOAN
DOCUMENTS FOR ITS OWN ORDINARY NEGLIGENCE; HOWEVER, NO BORROWER IS OBLIGATED TO
INDEMNIFY ANY INDEMNIFIED PARTY UNDER THE LOAN DOCUMENTS TO THE EXTENT A CLAIM
IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED PRIMARILY FROM ANY INDEMNIFIED PARTY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
(d) FOR PURPOSES OF THIS SECTION, (I) "INDEMNIFIED PARTY" MEANS EACH LENDER AND
AGENT AND THEIR RESPECTIVE AFFILIATES, PARTNERS, OFFICERS, MEMBERS OR OTHER
EQUITYHOLDERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES,
ADVISORS, SUCCESSORS AND ASSIGNS, AND (II)
"CLAIM" MEANS ANY AND ALL CLAIMS,
DAMAGES, LOSSES, LIABILITIES, PENALTIES, COSTS, OBLIGATIONS, ACTIONS, JUDGMENTS,
LITIGATION, INVESTIGATIONS, ORDERS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' AND PARALEGAL FEES AND EXPENSES, WHETHER OR NOT SUIT IS
FILED) INCURRED BY, ASSERTED AGAINST, OR AWARDED AGAINST ANY INDEMNIFIED PARTY.
(e) IN THE CASE OF ANY INVESTIGATION, LITIGATION OR PROCEEDING TO WHICH THE
INDEMNITY PROVIDED FOR IN THIS SECTION 8.6 APPLIES, SUCH INDEMNITY SHALL BE
EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT
BY ANY BORROWER, ANY BORROWER'S EQUITYHOLDERS OR CREDITORS OR ANY INDEMNIFIED
PARTY AND WHETHER OR NOT THE LOANS ARE CONSUMMATED OR, IF CONSUMMATED, HAVE BEEN
REPAID.
EACH BORROWER AGREES THAT NO INDEMNIFIED PARTY SHALL HAVE ANY LIABILITY
TO ANY BORROWER OR ANY BORROWER'S SUBSIDIARIES OR AFFILIATES OR TO ANY
BORROWER'S EQUITYHOLDERS OR CREDITORS OR THE EQUITYHOLDERS OR CREDITORS OF ANY
BORROWER'S SUBSIDIARIES FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT
OF, RELATED TO OR IN CONJUNCTION WITH THE LOANS, THE LOAN DOCUMENTS, THE
PEOPLECUBE ACQUISITION OR THE PEOPLECUBE ACQUISITION DOCUMENTS.
(f) ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE IN THIS
AGREEMENT SHALL SURVIVE AND CONTINUE IN EFFECT AFTER THE CLOSING DATE.
THE
INDEMNITY SET OUT IN THIS SECTION AND ITS TERMS AND PROVISIONS SHALL SURVIVE THE
SATISFACTION AND PAYMENT OF THE OBLIGATION AND THE TERMINATION OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.
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(g) AMOUNTS PAYABLE UNDER THIS SECTION SHALL BE A PART OF THE OBLIGATION AND, IF
NOT PAID UPON DEMAND, SHALL BEAR INTEREST AT THE DEFAULT RATE FOR THE TERM LOAN
PRINCIPAL DEBT UNTIL PAID.
8.7. Maintenance of Existence, Assets, and Business.
Except as otherwise
permitted by Section 9.6, each Borrower will (a) preserve and maintain its
existence and good standing in its jurisdiction