Common use of Indemnifications Clause in Contracts

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Credit Documents, or any other amount payable as provided herein each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank Issuer following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank Issuer with reference to any Letter of Credit. (ii) Each Participating Lender agrees to indemnify and defend each of Regions and its Affiliates and all of Regions’ and each of its Affiliates present and future officers, directors, agents, employees and attorneys (the Issuing Bank Indemnitees “Regions Indemnitees”) (to the extent the Issuing Bank Regions Indemnitees are not reimbursed by Borrowers or any other ObligorCredit Party, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Revolving Commitments, from and against any and all Claims claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Regions Indemnitees in any way related to or arising out of Issuing BankIssuer’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.22.7).

Indemnifications. (ia) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan DocumentsSupplier shall indemnify, each Borrower hereby agrees to indemnify hold harmless, and defend each of Purchaser, its Affiliates, and their respective directors, officers, employees and agents and their respective successors, heirs and assigns (together, the Indemnitees and to hold each of the Indemnitees harmless “Purchaser Indemnitees”) from and against any and all Claims which any Indemnitee may sufferThird Party claims, incur suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees and expenses of litigation and costs for enforcing this indemnity) (“Losses”) to the extent arising out of or be subject to as a consequence, directly or indirectly, of resulting from (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (bi) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance material breach of any Letter representation, warranty, covenant or other obligations of Credit Supplier, its Affiliates or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. its Sub-Manufacturers under this Agreement, (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (any Recall attributable to the extent performance of Supplier, its Affiliates or its SubManufacturers, (iii) the Issuing Bank Indemnitees are not reimbursed by Borrowers negligent acts or omissions of Supplier, its Affiliates or its SubManufacturers, and (iv) the failure of Supplier, its Affiliates or its Sub-Manufacturers to comply with any other ObligorApplicable Law, but without limiting the indemnification obligations of Borrowers under this Agreementexcept, in each case (i) through (iv), to the extent of any such Lender’s Pro Rata share of Losses are indemnifiable by Purchaser under Section 9.1(b). (b) Purchaser shall indemnify, hold harmless, and defend Supplier, its Affiliates, and their respective directors, officers, employees and agents and their respective successors, heirs and assigns (together, the Revolver Commitments, “Supplier Indemnitees”) from and against any and all Claims which may be imposed on, incurred by or asserted against any of Losses to the Issuing Bank Indemnitees in any way related to or extent arising out of Issuing Bankor resulting from, directly or indirectly, (i) any material breach of any representation, warranty, covenant or other obligations of Purchaser under this Agreement (ii) the negligent acts or omissions of Purchaser, (iii) Purchaser’s administration failure to comply with any Applicable Law or enforcement (iv) any claims of rights any nature relating to Manufacturing activities performed by, on behalf of or remedies under the authority of Purchaser with the exception of those activities performed by Supplier, its Affiliates or its Sub-Manufacturers pursuant to the terms of this Agreement, except, in each case (i) through (iv), to the extent any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers such Losses are obligated to pay indemnifiable by Supplier under Section 15.29.1(a).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Credit Documents, or any other amount payable as provided herein each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank Issuer following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank Issuer with reference to any Letter of Credit. (ii) Each Participating Lender agrees to indemnify and defend each of Regions and its Affiliates and all of Regions' and each of its Affiliates present and future officers, directors, agents, employees and attorneys (the Issuing Bank Indemnitees "Regions Indemnitees") (to the extent the Issuing Bank Regions Indemnitees are not reimbursed by Borrowers or any other ObligorCredit Party, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Revolving Commitments, from and against any and all Claims claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Regions Indemnitees in any way related to or arising out of Issuing Bank’s Issuer's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.22.7).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Administrative Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. The foregoing indemnity obligations of Borrowers are subject to the provisions of Section 15.3 hereof. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Administrative Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. The foregoing indemnity obligations of Borrowers are subject to the provisions of SECTION 15.3 hereof. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s 's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section SECTION 15.2).

Indemnifications. (ia) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any The Sellers shall, in accordance with the provisions of the Loan Documentsthis Article VI, each Borrower hereby agrees to defend, indemnify and defend hold harmless the Buyer and its Affiliates and the respective Representatives, successors and assigns of each of the Indemnitees and to hold each of foregoing (collectively, the Indemnitees harmless “Buyer Indemnified Parties”) from and against against, any and all Claims which any Indemnitee may sufferLosses asserted against, incur incurred, sustained or be subject to as a consequencesuffered, directly or indirectly, by any of (a) the issuance foregoing as a result of, payment arising out of or failure to pay relating to: (i) any breach of any representation or warranty made by any Seller contained in this Agreement or any performance Ancillary Agreement or failure any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby (without giving effect to perform under any Letter limitations or qualifications thereto, including materiality or Material Adverse Effect); and (ii) any breach of Creditany covenant or agreement by any Seller or the Company, in each case, contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby. (b) The Buyer shall, in accordance with the provisions of this Article VI, defend, indemnify and hold harmless the Sellers and their Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, any suitand all Losses asserted against, investigation incurred, sustained or proceeding as to which Agent or any Lender is or may become a party to as a consequencesuffered, directly or indirectly, by any of the issuance foregoing as a result of, arising out of or relating to: (i) any breach of any Letter of Credit representation or warranty made by the payment Buyer contained in this Agreement or failure to pay thereunder any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby (c) Issuing Bank following any instructions of a Borrower with respect without giving effect to any Letter of Credit limitations or any Document received by Issuing Bank with reference to any Letter of Credit.qualifications thereto, including materiality or Material Adverse Effect); and (ii) Each Participating Lender agrees to indemnify and defend each any breach of any covenant or agreement by the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers Buyer contained in this Agreement or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s administration or enforcement of rights or remedies under any of the LC Documents Ancillary Agreement or any of schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2)hereby or thereby.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims actual out-of-pocket losses, claims, damages and expenses which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit, in each case, unless such losses, claims, damages or expenses result from the gross negligence or willful misconduct of such Indemnitee (including such Indemnitee's officers, directors, employees, agents and attorneys but such defense shall not apply to any other Indemnitees). (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s 's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers Borrower may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of CreditCredit in accordance with its terms, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit, other than in each case with respect to the gross negligence or willful misconduct of such Indemnitees. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers Borrower or any other Obligor, but without limiting the indemnification obligations of Borrowers Borrower under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s 's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are Borrower is obligated to pay under Section 15.214.2).

Indemnifications. (i) In addition to and without Without limiting any other indemnity which Borrowers may have to any Indemnitees under any the provisions of the Loan Documentssubsection (a) or (b) above, each Borrower hereby agrees shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to indemnify amounts payable under this Section) withheld or deducted by the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and defend each any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, such payment or failure liability delivered to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which the Borrower Agent or any by a Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment L/C Issuer (with a copy to the Administrative Agent), or failure to pay thereunder by the Administrative Agent on its own behalf or (c) Issuing Bank following any instructions on behalf of a Borrower with respect to any Letter of Credit Lender or any Document received by Issuing Bank with reference to any Letter of Creditthe L/C Issuer, shall be conclusive absent manifest error. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without Without limiting the indemnification obligations provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Borrowers under this Agreement)and the Administrative Agent, to the extent of such Lender’s Pro Rata share of the Revolver Commitmentsand shall make payment in respect thereof within 10 days after demand therefor, from and against any and all Claims which may be imposed onTaxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrowers or the Administrative Agent) incurred by or asserted against the Borrowers or the Administrative Agent by any Governmental Authority as a result of the Issuing Bank Indemnitees failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower Agent or the Administrative Agent pursuant to subsection (e). Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any way related to or arising out of Issuing Bank’s administration or enforcement assignment of rights by, or remedies under any the replacement of, a Lender or the L/C Issuer, the termination of the LC Documents Aggregate Commitments and the repayment, satisfaction or any discharge of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2)all other Obligations.

Indemnifications. (ia) In addition to Buyer hereby waives and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify protect, indemnify, defend and defend each of hold the Indemnitees Released Parties free and to hold each of the Indemnitees harmless from and against any and all Claims which losses, damages, injuries, accidents, fires or other casualties, liabilities, claims, costs or expenses (including but not limited to, reasonable attorneys’ fees) of any Indemnitee may suffer, incur kind or be subject character to as a consequence, directly any person or indirectly, of property relating to Buyer’s due diligence activities on the Property and arising from or caused by (a) any use or misuse of the issuance ofProperty or other land by any of the Buyer or its duly authorized attorneys, payment agents, employees and contractors, or failure their respective agents, employees or subcontractors (Buyer and such other parties collectively referred to pay or any performance or failure to perform under any Letter of Credit, as the “Buyer Parties”); (b) any suit, investigation act or proceeding as to which Agent or omission of any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or Buyer Parties; (c) Issuing Bank following any instructions of a Borrower with respect death, bodily injury, property damage, accident, fire, or other casualty to or involving any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees Buyer Parties or their property; (to d) any violation or alleged violation by any of the extent Buyer Parties of any law, ordinance or regulation now or hereafter enacted; (e) any loss or theft whatsoever of any property or anything placed or stored by any of the Issuing Bank Indemnitees are not reimbursed by Borrowers Buyer Parties on or about the Property; and (f) any other Obligor, but without limiting breach of any of the indemnification obligations Buyer Parties of Borrowers under any provision of this Agreement). The indemnity hereunder covers any losses, to damages, injuries, accidents, fires or other casualties, liabilities, claims, costs or expenses (including but not limited to, reasonable attorneys’ fees) arising or accruing prior to, on or after the extent of such Lender’s Pro Rata share of Effective Date. Buyer also hereby indemnifies, protects, defends and holds Seller and the Revolver Commitments, Property free and harmless from and against any other claims arising from the negligence or willful misconduct of Buyer, Buyer’s agents, contractors or subcontractors, or the contractors or subcontractors of such agents, in connection with Buyer’s entry or activities upon the Property. All indemnity obligations of Buyer hereunder cover and all Claims which may be imposed oninclude any losses, incurred by damages, injuries, accidents, fires or asserted against any of the Issuing Bank Indemnitees in any way related to other casualties, liabilities, claims, costs or arising out of Issuing Bank’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby expenses (including costs but not limited to, reasonable attorneys’ fees) arising or accruing prior to, on or after the Effective Date. (b) The indemnification provisions of this Section 10 and expenses which Borrowers are obligated to pay under Section 15.2)the covenants, representations and warranties made by Buyer in this Agreement shall survive beyond the Closing or earlier termination of this Agreement.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers Borrower may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of CreditCredit in accordance with its terms, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit, other than in each case with respect to the gross negligence or willful misconduct of such Indemnitees. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers Borrower or any other Obligor, but without limiting the indemnification obligations of Borrowers Borrower under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s 's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers Borrower are obligated to pay under Section 15.214.2). (f) By deleting Section 4.3.1 of the Loan Agreement in its entirety and by substituting the following new Section 4.3.1. in lieu thereof:

Indemnifications. (ia) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby Sublessee agrees to indemnify indemnify, defend and defend each of the Indemnitees and to hold each of the Indemnitees save Sublessor harmless from and against any and all Claims which claims by or on behalf of any Indemnitee may sufferpersons, incur firms or corporations arising from the occupancy, conduct, operation or management of the Subleased Premises or from any work or thing whatsoever done or not done in and on the Subleased Premises, or arising from any breach or default on the part of Sublessee in the performance of any covenant or agreement on the part of Sublessee to be subject performed pursuant to as a consequencethe terms of this Sublease, directly or indirectlyunder the law, or arising from any act, neglect or negligence of (a) the issuance ofSublessee, payment or failure to pay or any performance of its agents, contractors, subtenants, servants, employees, or failure licensees or arising from any accident, injury or damage whatsoever caused to perform under any Letter person, firm, corporation or property occurring during the term of Creditthis Sublease, in or about the Subleased Premises, and from and against all costs, expenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon (including, without limitation, the reasonable fees of attorneys, investigators and experts). (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. (ii) Each Participating Lender Sublessor agrees to indemnify indemnify, defend and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Commitments, save Sublessee harmless from and against any and all Claims which may be imposed on, incurred claims by or asserted against on behalf of any persons, firms or corporations arising from any act, neglect or negligence of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s administration or enforcement of rights or remedies under any of the LC Documents Sublessor, or any of its agents, contractors, subtenants, servants, employees, or licensees, arising during Sublessor’s use and occupancy of the transactions contemplated thereby Subleased Premises prior to the Sublease Commencement Date, and from and against all costs, expenses and liabilities incurred in connection with any such claim or action or proceeding brought thereon (including costs including, without limitation, the reasonable fees of attorneys, investigators and expenses which Borrowers are obligated to pay under Section 15.2experts).

Indemnifications. (ia) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby Xxxxx agrees to indemnify and defend hold harmless the Purchasers, L-P Canada and each of their directors, officers, employees and Affiliates (the Indemnitees and to hold each of the Indemnitees harmless "Purchasers Indemnified Parties") from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) reimburse the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower Purchasers Indemnified Parties with respect to any Letter and all losses, damages, liabilities, costs, expenses and deficiencies, including interest, penalties and reasonable attorneys' fees incurred by the Purchasers Indemnified Parties by reason of Credit or arising out of or in connection with: (i) any Document received representation or warranty made by Issuing Bank with reference to Xxxxx in this Agreement or in any Letter other agreement or document delivered pursuant hereto which shall have been false or inaccurate in any material respect as of Credit.the date in respect of which it is made; (ii) Each Participating Lender the nonfulfillment of any covenant or agreement on the part of Xxxxx in or under this Agreement or any other agreement or document delivered pursuant hereto; (iii) any material misstatement and/or misrepresentation or omission of facts or circumstances from this Agreement or a Schedule hereto or in any certificate, document or other agreement furnished or to be furnished by Xxxxx or any of its representatives hereunder; (iv) contract damages, personal injury damages, property damage caused by or arising out of Xxxxx' acts or omissions; (v) any and all acts, liabilities and obligations of Xxxxx not expressly assumed by the Purchasers or L-P Canada in this Agreement or any other agreement or document delivered pursuant hereto; (vi) all product liability, manufacturing or design defect claims arising from products manufactured by Xxxxx prior to the Closing; and (vii) all Claims under any Environmental Law where the alleged conduct or inaction constituting the basis of such Claim occurred prior to Closing, whether or not Xxxxx had knowledge of such potential Claim at the time of Closing. Provided that none of the Purchasers or L-P Canada shall have any right to indemnification hereunder in respect of the environmental matters specified in Part 1 of Schedule 11.8. (b) each of the Purchasers and L-P Canada, jointly and severally, agrees to indemnify and defend each hold harmless Xxxxx and its directors, officers, employees and Affiliates (collectively, "Xxxxx Indemnified Parties") from and against and to reimburse Xxxxx Indemnified Parties with respect to any and all losses, damages, liabilities, costs, expenses and deficiencies, including interest, penalties and reasonable attorneys' fees incurred by Xxxxx Indemnified Parties by reason of or arising out of or in connection with: (i) any representation or warranty made by the Purchasers or L-P Canada in this Agreement or in any other agreement or document delivered pursuant hereto which shall have been false in any material respect as of the Issuing Bank Indemnitees date in respect of which it is made; (ii) the nonfulfillment of any covenant or agreement on the part of the Purchasers or L-P Canada in or under this Agreement or any other agreement or document delivered pursuant hereto; (iii) any material misstatement and/or misrepresentation or omission from this Agreement or a Schedule hereto or any certificate, document or other agreement furnished or to be furnished by the Purchasers or L-P Canada or any of their representatives; (iv) contract damages, personal injury damages and property damage, arising from the Purchasers' or L-P Canada's acts or omissions after the Closing; (v) all product liability, manufacturing or design defect claims arising from products manufactured by the Purchasers or L-P Canada after the Closing; (vi) all Claims for environmental matters for which the alleged conduct constituting the basis of any such Claim or action occurred after the Closing; (vii) all Claims for amounts required to be collected and remitted by Xxxxx to the British Columbia Consumer Taxation Branch pursuant to the SOCIAL SERVICE TAX ACT in respect of the transfer of the Assets hereunder in excess of the amount, if any, remitted to Xxxxx for this purpose at Closing; (viii) all Claims in respect of benefits payable under the Pension Plan. (c) No claim for indemnity pursuant to Section 13.13(a)(i)-(vii) or (b)(i)-(iii) may be made after December 31, 2000, unless written notice of a bona fide Claim has been given prior to such date, specifying with reasonable particularity (to the extent that the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting information is available) the indemnification obligations factual basis for the Claim and the amount of Borrowers under this Agreement), the Claim to the extent then known. No payment in respect of an indemnity need be made to the Purchasers Indemnified Parties unless and until the aggregate loss or damage suffered by the Purchasers Indemnified Parties from all matters which entitle such Lender’s Pro Rata share parties to indemnity pursuant to Section 13.13(a) exceeds US $50,000 and thereafter indemnity need only be paid for the amount in excess of US $50,000. No payment on account of Claims for indemnity under this Section need be made by Xxxxx. (d) The obligations to indemnify contained in Section 13.13(b)(iv), (v), (vi), (vii) and (viii) shall survive Closing and remain in effect indefinitely. All other obligations to indemnify contained in this Section shall survive Closing and remain in effect up to and including December 31, 2000 (the "Indemnity Period"). Upon receipt of a notice of a Claim within the Indemnity Period the indemnity obligation of the Revolver Commitmentsindemnifying party shall continue in effect until the Claim is finally resolved. (e) For greater certainty, from the Purchasers and against any and all Claims which L-P Canada acknowledge that no Claim for indemnity may be imposed on, incurred made by the Purchasers or asserted L-P Canada against any Xxxxx pursuant to this Section in respect of the Issuing Bank Indemnitees environmental matters specified in any way related to or arising out Part 1 of Issuing Bank’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2)Schedule 11.8.