Common use of Indemnification Generally Clause in Contracts

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") shall indemnify and hold harmless JPM and the Initial Backstop Parties, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "Indemnified Person") from and against any and all losses, claims, damages, liabilities joint or several, to which any such Indemnified Person may become subject arising out of, relating to, or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") shall The Company hereby agrees to indemnify and hold harmless JPM and the Initial Backstop PartiesMDB, their respective affiliates and their respective its directors, officers, directorsagents, employees, agentsmembers, advisors affiliates, subsidiaries, counsel, and controlling persons each other person or entity who controls MDB or any of its affiliates within the meaning of Section 15 of the Securities Act (each an "collectively, the “Indemnified Person"Parties”) to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses, or liabilities (or actions in respect thereof) (“Losses”), joint or several, to which they or any such Indemnified Person of them may become subject arising out of, relating to, under any statute or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party theretoat common law, and to reimburse such Indemnified Persons Parties for any reasonable legal or other reasonable out-of-pocket expenses as they are expense (including but not limited to the cost of any investigation, preparation, response to third party subpoenas) incurred and on demand by them in connection with investigatingany litigation or administrative or regulatory action (“Proceeding”), responding to whether pending or defending threatened, and whether or not resulting in any of the foregoingliability, provided that the foregoing indemnification will not, insofar as to any Indemnified Person, apply to such losses, claims, damagesliabilities, liabilities or expenses to litigation arise out of or are based upon (1) the extent that they are determined pursuant to a final, non-appealable order issued by a court Offering of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received Company securities contemplated by the Indemnifying Party on Engagement Agreement or subsequent agreement between the one hand Company and such Indemnified Person on MDB; (2) any untrue statement or alleged untrue statement of any material fact contained in the private placement memorandum, offering materials, registration statement, or other hand but also offering or selling document (as may be amended or supplemented and including any information incorporated therein by reference, the relative fault of the Indemnifying Party“Company Documentation”), on the one hand, and such Indemnified Person, on the or in any other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive written or contributory negligence oral communication provided by or otherwise to the Indemnifying Party, any person asserting claims on behalf of the Company to any actual or prospective purchaser of securities as contemplated by the Engagement Agreement), unless such untrue statement or alleged untrue statement arises solely from information supplied by any members, officers, agents or employees of MDB, in right of any writing specifically for use therein; or (3) the omission or alleged omission to state in the Company Documentation a material fact required to be stated therein or necessary to make the statements therein, in light of the Indemnifying Partycircumstances under which they were made, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreementnot misleading; provided, however, that the indemnity provisions herein shall not apply to (i) amounts paid in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result settlement of any such litigation if such settlement is effected without the consent of their activities related to the foregoing. No Indemnified Person shall Company, which consent will not be liable for any damages unreasonably withheld, or (ii) Losses arising from the use by others willful misconduct or gross negligence of information or other materials obtained through electronicIndemnified Parties; and provided that the Company will not be responsible for the fees and expenses of more than one counsel to all Indemnified Parties, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that appropriate local counsel, unless in the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit reasonable judgment of any successors, assigns, heirs and personal representatives Indemnified Party there exists a potential conflict of the Indemnifying Party and any interest which would make it inappropriate for one counsel to represent all such Indemnified PersonParties.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") shall indemnify and hold harmless JPM JPMSI and the Initial Backstop Parties, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "Indemnified Person") from and against any and all losses, claims, damages, liabilities joint or several, to which any such Indemnified Person may become subject arising out of, relating to, or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") The Trust shall indemnify each of its Trustees and hold harmless JPM and officers (including persons who serve at the Initial Backstop Parties, their respective affiliates and their respective officers, Trust’s request as directors, employeesofficers or trustees of another organization in which the Trust has any interest as a shareholder, agentscreditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, advisors including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and controlling persons (each an "Indemnified Person") from penalties, and against counsel fees reasonably incurred by any and all losses, claims, damages, liabilities joint or several, to which any such Indemnified Covered Person may become subject arising out of, relating to, or in connection with the defense or disposition of any claimaction, challengesuit or other proceeding, litigationwhether civil or criminal, investigation before any court or proceeding administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the Backstop Loan Commitmentmerits in any such action, this Agreement, suit or other proceeding not to have acted in good faith in the Backstop Participation Agreement, reasonable belief that such Covered Person’s action was in the Plan or the transactions contemplated hereby or thereby, including without limitation, payment best interests of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or Trust and except that no Covered Person shall be indemnified against any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses liability to the extent that they are determined pursuant Trust or its Shareholders to a finalwhich such Covered Person would otherwise be subject by reason of willful misfeasance, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the bad faith, gross negligence or willful misconduct on reckless disregard of the part duties involved in the conduct of such Indemnified Covered Person’s office. If for Expenses, including counsel fees so incurred by any reason the foregoing indemnification is unavailable such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received time by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault Trust in advance of the Indemnifying Partyfinal disposition of any such action, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive suit or contributory negligence proceeding upon receipt of an undertaking by or otherwise to the Indemnifying Party, any person asserting claims on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or in right her undertaking, (b) the Trust shall be insured against losses arising by reason of any such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Indemnifying PartyTrustees who are disinterested persons and who are not Interested Persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or any other person independent legal counsel in connection with or as a result written opinion shall determine, based on a review of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to readily available facts (but not a final, nonfull trial-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, howevertype inquiry), that in no event shall an Indemnified there is reason to believe such Covered Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related ultimately will be entitled to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Personindemnification.

Indemnification Generally. Whether Subject to the approval of this Agreement by the Bankruptcy Court, whether or not the New Loan Rights Offering is consummated or this Agreement or the Purchase Commitment of any Backstop Loan Commitment Purchaser is terminated, Tembec the Company (in such capacity, the "“Indemnifying Party"”) shall indemnify and hold harmless JPM and the Initial Backstop Parties, their respective affiliates Purchasers and their respective officers, directors, employees, agents, advisors advisors, counsel, representatives, controlling Persons and controlling persons affiliates (each an "“Indemnified Person"”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or severalseveral (“Losses”), to which any such Indemnified Person may become subject arising out of, relating to, of or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan CommitmentRights Offering, the Purchase Commitments, this Agreement, the Backstop Participation Agreement, the Plan Ancillary Agreements or the transactions contemplated hereby or therebyTransactions, including without limitation, payment of the Backstop FeesCommitment Premium, distribution of Rights, purchase and sale of Common Shares in the Transaction Expenses or Rights Offering and purchase and sale of Common Shares and Preferred Shares pursuant to the Termination Fee (as defined below) Purchase Commitments or any breach of Tembec the Company of this AgreementAgreement or the Ancillary Agreements (a “Claim”), regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided provided, however, that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses Losses to the extent that they are finally judicially determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the bad faith, gross negligence or willful misconduct on the part of such Indemnified PersonPerson or have resulted from a material breach by such Indemnified Person of the terms of this Agreement or the Ancillary Agreements. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense Loss in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company pursuant to the sale of Common Shares and Preferred Shares contemplated by this Agreement bears to (ii) the Commitment Premium payable to the Backstop Purchasers. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive comparative or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or therebyany Claim, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses Losses incurred by Tembec the Company are finally judicially determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the bad faith, gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation AgreementAncillary Agreements; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person Furthermore, the Company hereby agrees that it shall be liable for not seek indirect, consequential or punitive damages as a result of any damages arising from breach of the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systemsterms hereof. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 8 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") The Trust shall indemnify each of its Trustees and hold harmless JPM and officers (including persons who serve at the Initial Backstop Parties, their respective affiliates and their respective officers, Trust’s request as directors, employeesofficers or trustees of another organization in which the Trust has any interest as a shareholder, agentscreditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, advisors including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and controlling persons (each an "Indemnified Person") from penalties, and against counsel fees reasonably incurred by any and all losses, claims, damages, liabilities joint or several, to which any such Indemnified Covered Person may become subject arising out of, relating to, or in connection with the defense or disposition of any claimaction, challengesuit or other proceeding, litigationwhether civil or criminal, investigation before any court or proceeding administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the Backstop Loan Commitmentmerits in any such action, this Agreement, suit or other proceeding not to have acted in good faith in the Backstop Participation Agreement, reasonable belief that such Covered Person’s action was in the Plan or the transactions contemplated hereby or thereby, including without limitation, payment best interests of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or Trust and except that no Covered Person shall be indemnified against any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses liability to the extent that they are determined pursuant Trust or its Shareholders to a finalwhich such Covered Person would otherwise be subject by reason of willful misfeasance, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the bad faith, gross negligence or willful misconduct on reckless disregard of the part duties involved in the conduct of such Indemnified Covered Person’s office. If for Expenses, including counsel fees so incurred by any reason the foregoing indemnification is unavailable such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received time by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault Trust in advance of the Indemnifying Partyfinal disposition of any such action, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive suit or contributory negligence proceeding upon receipt of an undertaking by or otherwise to the Indemnifying Party, any person asserting claims on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide security for his or in right her undertaking, (b) the Trust shall be insured against losses arising by reason of any such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Indemnifying PartyTrustees who are disinterested persons and who are not interested persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or any other person independent legal counsel in connection with or as a result written opinion, shall determine, based on a review of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to readily available facts (but not a final, nonfull trial-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, howevertype inquiry), that in no event shall an Indemnified there is reason to believe such Covered Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related ultimately will be entitled to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Personindemnification.

Indemnification Generally. Whether or not (a) By the New Loan is consummated or Consideration Recipients. Subject to the provisions set forth in this Agreement or Section 9.02, from and after the Backstop Loan Commitment is terminated, Tembec (in such capacityClosing Date, the "Indemnifying Party") Consideration Recipients shall, severally in proportion to their applicable Percentage Share (and not jointly), be responsible for and shall pay and indemnify and hold harmless JPM Parent, Merger Sub and the Initial Backstop PartiesSurviving Corporation, their respective affiliates and their respective officersrepresentatives (the “Parent Indemnitees”) solely out of the Escrow Account from, directorsagainst and in respect of, employees, agents, advisors and controlling persons (each an "Indemnified Person") from and against the amount of any and all lossesliabilities, damages, claims, damagesdeficiencies, liabilities joint or severalfines, to which any such Indemnified Person may become subject arising out ofassessments, relating tolosses, or in connection with any claimTaxes, challengepenalties, litigationinterest, investigation or proceeding with respect to the Backstop Loan Commitmentcosts and expenses, this Agreementincluding, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment reasonable fees and disbursements of the Backstop Feescounsel, the Transaction Expenses but excluding any and all punitive damages, consequential or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons exemplary damages except for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided foregoing that the foregoing indemnification will not, as are actually paid to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined a third party pursuant to a finalthird party claim (collectively, non-appealable order issued “Losses”) suffered by a court any of competent jurisdiction to have resulted solely from the gross negligence Parent Indemnitees (“Parent Losses”) arising from, in connection with, or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable incident to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as following: (i) any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive breach or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right violation of any of the Indemnifying Party, covenants or any other person in connection with or as a result agreements of the Backstop Loan Commitment, Company or the Stockholders Representatives contained in this Agreement, (ii) any breach or violation of any representation or warranty of the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person Company contained in performing the services that are the subject Article III of this Agreement that is not a Covered Claim, (iii) any Transaction Fees that have not been paid at the Closing or reflected in the Backstop Participation Agreement; providedFinal Transaction Fees Amount and (iv) any matter set forth on Schedule 9.02(a). For the avoidance of doubt, howeverno indemnification may be sought hereunder for a Covered Claim, that recovery with respect to which shall be subject to Section 9.01(b) and in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related the aggregate amount required to be paid by the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party Consideration Recipients under this Section 4 shall be in addition to any liability that 9.02(a) exceed the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Personthen remaining Escrow Amount.

Indemnification Generally. Whether or not the New Loan Rights Offering is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec the Company (in such capacity, the "“Indemnifying Party"”) shall indemnify and hold harmless JPM and the Initial Backstop PartiesPurchasers, their respective affiliates and their respective officers, directors, employees, agents, advisors agents and controlling persons (each an "“Indemnified Person"”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several, to which any such Indemnified Person may become subject arising out of, relating to, of or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation AgreementRights Offering, the Plan Commitment, the Registration Statement and any prospectus related thereto or the transactions contemplated hereby thereby or thereby, including including, without limitation, payment distribution of rights, purchase and sale of Basic Shares in the Backstop FeesRights Offering and purchase and sale of Standby Shares pursuant to the Standby Commitment, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec the Company of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are finally judicially determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the (i) any breach of this Agreement by such Indemnified Person, (ii) bad faith, gross negligence or willful misconduct on the part of such Indemnified PersonPerson or (iii) statements or omissions in the Registration Statement or any prospectus related thereto or any amendment or supplement thereto made in reliance upon or in conformity with information relating to the Purchasers furnished to the Company in writing by or on behalf of the Purchasers expressly for use in the Registration Statement or any prospectus related thereto or any amendment or supplement thereto. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 11 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") The Trust shall indemnify each of its Trustees and hold harmless JPM and officers (including persons who serve at the Initial Backstop Parties, their respective affiliates and their respective officers, Trust’s request as directors, employeesofficers or trustees of another organization in which the Trust has any interest as a shareholder, agentscreditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, advisors including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and controlling persons (each an "Indemnified Person") from penalties, and against counsel fees reasonably incurred by any and all losses, claims, damages, liabilities joint or several, to which any such Indemnified Covered Person may become subject arising out of, relating to, or in connection with the defense or disposition of any claimaction, challengesuit or other proceeding, litigationwhether civil or criminal, investigation before any court or proceeding administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the Backstop Loan Commitmentmerits in any such action, this Agreement, suit or other proceeding not to have acted in good faith in the Backstop Participation Agreement, reasonable belief that such Covered Person’s action was in the Plan or the transactions contemplated hereby or thereby, including without limitation, payment best interests of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or Trust and except that no Covered Person shall be indemnified against any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses liability to the extent that they are determined pursuant Trust or its Shareholders to a finalwhich such Covered Person would otherwise be subject by reason of willful misfeasance, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the bad faith, gross negligence or willful misconduct on reckless disregard of the part duties involved in the conduct of such Indemnified Covered Person’s office. If for Expenses, including counsel fees so incurred by any reason the foregoing indemnification is unavailable such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received time by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault Trust in advance of the Indemnifying Partyfinal disposition of any such action, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive suit or contributory negligence proceeding upon receipt of an undertaking by or otherwise to the Indemnifying Party, any person asserting claims on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide appropriate security for his or in right her undertaking, (b) the Trust shall be insured against losses arising by reason of any such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Indemnifying PartyTrustees who are disinterested persons and who are not Interested Persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or any other person independent legal counsel in connection with or as a result written opinion shall determine, based on a review of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to readily available facts (but not a final, nonfull trial-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, howevertype inquiry), that in no event shall an Indemnified there is reason to believe such Covered Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related ultimately will be entitled to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Personindemnification.

Indemnification Generally. Whether or not (a) By the New Loan is consummated or this Agreement or Seller and the Backstop Loan Commitment is terminatedPrincipal Shareholders. The Seller and the Principal Shareholders, Tembec (in such capacityagree, the "Indemnifying Party") shall jointly and severally, to be responsible for, pay, indemnify and hold harmless JPM Purchaser and the Initial Backstop Parties, their respective affiliates Xxxxxx and their respective directors, officers, directors, employees, agents, advisors employees and controlling persons agents (each an the "Purchaser Indemnified PersonParties") from from, against and against in respect of, the full amount of any and all lossesliabilities, damages, claims, damagesdeficiencies, liabilities joint fines, assessments, losses, Taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (collectively, "Losses") arising from, in connection with, or severalincident to: (i) any breach, or inaccuracy of any of the representations or warranties of the Seller or the Principal Shareholders contained in this Agreement or any of the Seller Ancillary Agreements, the Xxxxx Employment Agreement, the Xxxxxx Employment Agreement, or any other agreement referred to herein or delivered at or prior to the Closing; (ii) any breach of Seller or the Principal Shareholders of any covenants or agreements contained in this Agreement or any of the Seller Ancillary Agreements, the Xxxxx Employment Agreement, the Xxxxxx Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iii) any failure by the Seller or the Principal Shareholders to perform any obligations contained in this Agreement or any of the Seller Ancillary Agreements, the Xxxxx Employment Agreement, the Xxxxxx Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iv) any liability resulting from any litigation involving the Companies, if no accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, to which the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or not such litigation was disclosed by the Seller on Schedule 4.6; (v) any such Indemnified Person may become subject and all Taxes and related penalties, interest or other charges for any unaccrued or unreported Tax liabilities with respect to the Seller or the Purchased Assets for all periods prior to or including the Closing Date; (vi) any and all claims or liabilities, other than Assumed Liabilities, arising out of, relating to, resulting from or caused (whether in whole or in connection with part) by any claimtransaction, challengeevent, litigationcondition, investigation occurrence or proceeding with respect situation in any way relating to the Backstop Loan Commitment, this AgreementPurchased Assets, the Backstop Participation Agreement, the Plan Seller or the transactions contemplated hereby conduct of the Business arising or therebyoccurring on or prior to the Closing Date without regard to whether such claim exists on the Closing Date or arises at any time thereafter; (vii) any failure of the Seller or the Principal Shareholders to perform or satisfy any liability or obligation of the Seller of any nature, fixed, absolute, accrued, contingent, or otherwise, not assumed hereunder by the Purchaser, including without limitationany Excluded Liability, payment (viii) any and all claims or liabilities resulting from or arising out of the Backstop FeesSeller Leases prior to the Closing Date, (ix) any claim or liability arising out of or related to the Transaction Expenses or Seller's failure to obtain any consent set forth on Schedule 4.3 hereto; (x) any and all claims and liabilities arising from the Termination Fee (as defined below) or any breach purchase of Tembec the shares of this Agreementthe Seller owned by Xxxxxx X. Xxxxx, regardless of whether any of such Indemnified Persons is a party theretoXxxxxxx Xxxxx, Xxxx X. Xxxxx, and Xxxxxx X. Xxxxx prior to reimburse such Indemnified Persons for the Closing, and (xi) any legal and all actions, suits, proceedings, demands, assessments or other reasonable out-of-pocket judgments, costs and expenses as they are incurred and on demand in connection with investigating, responding incidental to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminatedPurchaser covenants and agrees to indemnify, Tembec (in such capacitydefend, the "Indemnifying Party") shall indemnify protect and hold harmless JPM Seller, and the Initial Backstop Parties, their respective affiliates and their respective Seller’s officers, directors, employees, stockholders, agents, advisors representatives and controlling persons affiliates (each an "Indemnified Person"each, a “Seller Indemnitee”) at all times from and after the date of this Agreement from and against any and all losses, claimsliabilities, damages, liabilities joint claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation) (collectively, “Losses”) incurred by any Seller Indemnitee as a result of or severalarising from (a) Purchaser’s breach of its representations and warranties set forth herein, to which (b) Purchaser’s breach or non-fulfillment of any such Indemnified Person may become subject arising out of, relating tocovenant or agreement under this Agreement, or in connection with (c) Purchaser’s failure to assume any claim, challenge, litigation, investigation or proceeding Liability with respect to the Backstop Loan Commitment, this Agreement, operation of the Backstop Participation Agreement, the Plan Business or the transactions contemplated hereby or thereby, including without limitation, payment use of the Backstop FeesAssets after the Closing. Parent and Seller covenant and agree to jointly and severally indemnify, defend, protect and hold harmless Purchaser, and Purchaser’s officers, directors, employees, stockholders, agents, representatives and affiliates (each, a “Purchaser Indemnitee”) at all times from and after the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec date of this Agreement, regardless of whether Agreement from and against all Losses incurred by any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person Purchaser Indemnitee as a result of such lossor arising from (a) any breach of Parent’s or Seller’s representations and warranties set forth herein, claim(b) Parent’s or Seller’s breach or non-fulfillment of any covenant or agreement under this Agreement, damage, liability (c) any Liability remaining with Seller with respect to the Business or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault use of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise Assets prior to the Indemnifying PartyClosing if such Liability is asserted against Purchaser, except with respect to any person asserting claims on behalf Liability as to which Purchaser had knowledge and did not disclose to Seller or Parent and as to which neither Seller nor Parent had knowledge independently of Purchaser, or in right of any (d) the auction process conducted by Parent and Seller related to the potential sale of the Indemnifying PartyAssets or the equity of Seller, including without limitation any claim brought by any shareholder of Parent, invitee, participant, or any other person bidder in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Personauction process.

Indemnification Generally. Whether (a) The amount of Indemnifiable Losses which the Indemnifying Entity is or not the New Loan is consummated may be required to pay to any Indemnified Entity pursuant to this Article 8 shall be reduced without duplication (retroactively, if necessary) (i) by any insurance proceeds or this Agreement other amounts received or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") shall indemnify and hold harmless JPM and the Initial Backstop Parties, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "Indemnified Person") from and against any and all losses, claims, damages, liabilities joint recoverable by or several, to which any such Indemnified Person may become subject arising out of, relating to, or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any on behalf of such Indemnified Persons is a party theretoEntity or its Affiliates related to such Indemnifiable Losses, and to reimburse such Indemnified Persons for (ii) any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable Tax benefit actually realized by such Indemnified Person Entity or its Affiliates as a result of such lossIndemnifiable Losses, claimand (iii) to the extent any such Indemnifiable Loss is reserved for in the Financial Statements (including the notes thereto). An Indemnified Entity shall take, damageor cause its Affiliates to take, liability all necessary and appropriate actions to pursue payment from any Third Party with respect to any Indemnifiable Loss under any Contract, arrangement or expense in commitment pursuant to which such proportion as is appropriate Indemnified Entity or its Affiliates are entitled to reflect not only reimbursement or indemnification with respect to such Indemnifiable Loss. If an Indemnified Entity shall have received the relative benefits received payment required by this Agreement from the Indemnifying Party on the one hand Entity in respect of Indemnifiable Losses and shall subsequently receive (or any of its Affiliates shall subsequently receive) any insurance proceeds or other amounts or shall subsequently realize (or any of its Affiliates shall subsequently realize) any Tax benefit in respect of such Indemnifiable Losses, then such Indemnified Person on the other hand but also the relative fault of the Indemnifying PartyEntity shall promptly repay, on the one handor cause to be repaid, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying PartyEntity a sum equal to the amount of such insurance proceeds or other amounts actually received or such Tax benefit actually realized. For purposes of this Section 8.04(a), any person asserting claims on behalf of or a Tax benefit will be deemed to be realized by an Indemnified Entity with respect to an Indemnifiable Loss in right of any of the Indemnifying Partya taxable period if, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person and to the extent that, either (A) the Indemnified Entity or any of its Affiliates (including Purchaser) receives a refund or other return of Taxes paid that would not have been received but for any lossesTax losses or deductions attributable to such Indemnifiable Loss (treating such Tax losses or deductions as the last item claimed for any taxable period), claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court (B) the Indemnified Entity’s or any of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any its Affiliates’ (including Purchaser’s) cumulative liability for any indirectTaxes for such taxable period, consequential calculated by excluding the relevant Tax losses or punitive damages in connection with deductions attributable to such Indemnifiable Loss, exceeds the Indemnified Party’s or as a result of any of their activities related its Affiliates’ actual liability for Taxes for such taxable period, calculated by taking into account the relevant Tax losses or deductions attributable to such Indemnifiable Loss (treating such Tax losses or deductions as the foregoing. No Indemnified Person shall be liable last item claimed for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Persontaxable period).

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminatedThe Company agrees to indemnify, Tembec (in such capacity, the "Indemnifying Party") shall indemnify defend ------------------------- and hold harmless JPM and each of the Initial Backstop PartiesPurchasers, their respective affiliates Subsidiaries and Affiliates, and their respective officers, directors, employees, agents, advisors agents and controlling persons (each an each, a "Purchaser Indemnified Person") from and against any and all losses, claims, damages, liabilities joint or severalliabilities, to which any such Indemnified Person may become subject arising out ofexpenses (including, relating to, or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment reasonable attorneys' fees and disbursements), costs, judgments or amounts paid in settlement of actions (i) arising out of or resulting from the Backstop Feesuntruth of any representation herein or in any certificate delivered hereunder (including, the Transaction Expenses without limitation, pursuant to Section 5(b)) or the Termination Fee breach of any warranty or covenant herein or in any certificate delivered hereunder (as defined belowincluding, without limitation, pursuant to Section 5(b)) or any the default or breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoingCompany's undertakings or covenants under any of the other Operative Documents, provided that the foregoing indemnification will not, as (ii) arising out of or relating to any claim by a third party against a Purchaser Indemnified Person based on or arising out of (x) any representation or warranty of the Company that was untrue when made or any breached covenant of the Company or (y) the use by the Company of the proceeds of the sale of the Shares or (iii) by virtue of the Purchasers' (and their respective Affiliates') investments in the Company (other than losses relating strictly to market risk). Each Purchaser agrees to indemnify, defend and hold harmless the Company, its Subsidiaries and their respective officers, directors, employees, agents and controlling persons (each, a "Company Indemnified Person, apply to ") from and against any and all losses, claims, damages, liabilities liabilities, expenses (including, without limitation, reasonable attorneys' fees and disbursements), costs, judgments or expenses amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of such Purchaser herein or the breach of any warranty or covenant of such Purchaser herein or relating to the extent that they are determined pursuant to a final, non-appealable order issued any claim by a court third party against a Company Indemnified Person based on or arising out of competent jurisdiction to have resulted solely from the gross negligence any action or willful misconduct on the part any representation or warranty of such Indemnified Person. If for Purchaser that was untrue when made or any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result breached covenant of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerationsPurchaser. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in In no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result the indemnification obligations of any Purchaser exceed the aggregate Purchase Price of their activities related the Shares purchased by such Purchaser pursuant to this Agreement. Notwithstanding the foregoing. No Indemnified Person , no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall in any manner be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition deemed to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit constitute a waiver of any successors, assigns, heirs and personal representatives of rights granted to it under the Indemnifying Party and any Indemnified PersonAct or state securities laws.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") The Trust shall indemnify each of its Trustees and hold harmless JPM and officers (including persons who serve at the Initial Backstop Parties, their respective affiliates and their respective officers, Trust’s request as directors, employeesofficers or trustees of another organization in which the Trust has any interest as a shareholder, agentscreditor or otherwise) (hereinafter referred to as a “Covered Person”) against all liabilities and expenses, advisors including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and controlling persons (each an "Indemnified Person") from penalties, and against counsel fees reasonably incurred by any and all losses, claims, damages, liabilities joint or several, to which any such Indemnified Covered Person may become subject arising out of, relating to, or in connection with the defense or disposition of any claimaction, challengesuit or other proceeding, litigationwhether civil or criminal, investigation before any court or proceeding administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the Backstop Loan Commitmentmerits in any such action, this Agreementsuit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Backstop Participation Agreement, duties involved in the Plan or the transactions contemplated hereby or therebyconduct of such Covered Person’s office. Expenses, including without limitationcounsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, payment in compromise or as fines or penalties), shall be paid from time to time by the Trust in advance of the Backstop Feesfinal disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Transaction Expenses Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article VII, provided, that (a) such Covered Person shall provide appropriate security for his or her undertaking, (b) the Termination Fee Trust shall be insured against losses arising by reason of such Covered Person’s failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not Interested Persons of the Trust (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification. Each Covered Person’s right to indemnification vests by virtue of such Covered Person’s status as defined below) such, and no repeal or any breach of Tembec modification of this Agreement, regardless of whether Article VII Section 3 shall adversely affect any of such Indemnified Persons is a party thereto, and rights to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, from liabilities or expenses or to the extent that they are determined pursuant to a final, non-appealable order issued by a court advancement of competent jurisdiction to have resulted solely from liabilities or expenses of any Covered Person who is within the gross negligence or willful misconduct on definition of “Covered Person” existing at the part time of such Indemnified Person. If for any reason the foregoing indemnification is unavailable repeal or modification with respect to any Indemnified Person acts or insufficient omissions occurring prior to hold it harmless, then the Indemnifying Party shall contribute to the amount paid such repeal or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Personmodification.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") shall The Company hereby agrees to indemnify and hold harmless JPM and the Initial Backstop PartiesTribal Capital, their respective affiliates and their respective its directors, officers, directorsagents, employees, agentsmembers, advisors affiliates, subsidiaries, counsel, and controlling persons each other person or entity who controls Tribal or any of its affiliates within the meaning of Section 15 of the Securities Act (each an "collectively, the “Indemnified Person"Parties”) to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses, or liabilities (or actions in respect thereof) (“Losses”), joint or several, to which they or any such Indemnified Person of them may become subject arising out of, relating to, under any statute or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party theretoat common law, and to reimburse such Indemnified Persons Parties for any reasonable legal or other reasonable out-of-pocket expenses as they are expense (including but not limited to the cost of any investigation, preparation, response to third party subpoenas) incurred and on demand by them in connection with investigatingany litigation or administrative or regulatory action (“Proceeding”), responding to whether pending or defending threatened, and whether or not resulting in any of the foregoingliability, provided that the foregoing indemnification will not, insofar as to any Indemnified Person, apply to such losses, claims, damagesliabilities, liabilities or expenses litigation arise out of or are based upon (1) the engagement of Tribal pursuant to the Engagement Agreement or subsequent agreement of similar purpose between the Company and Tribal (an “Additional Engagement Agreement”); (2) the Offering of Company Securities to third parties contemplated by the Engagement Agreement or Additional Engagement Agreement, (3) any other matter relating to any Offering of Company Securities referred to or contemplated by the Engagement Agreement or Additional Engagement Agreement; (4) any untrue statement or alleged untrue statement of any material fact contained in the private placement memorandum, offering materials, registration statement, or other offering or selling document (as may be amended or supplemented and including any information incorporated therein by reference, the “Company Documentation”), or in any other written or oral communication provided by or on behalf of the Company to any actual or prospective purchaser of Securities (as that term is defined in the Engagement Agreement), except to the extent that they are determined pursuant such untrue statement or alleged untrue statement arises from information supplied by any members, officers, agents or employees of Tribal, in writing specifically for use therein; or (5) the omission or alleged omission to state in the Company Documentation a finalmaterial fact required to be stated therein or necessary to make the statements therein, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault light of the Indemnifying Partycircumstances under which they were made, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreementnot misleading; provided, however, that the foregoing indemnity provisions shall not apply to (i) amounts paid in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result settlement of any such litigation if such settlement is effected without the consent of their activities related the Company, which consent will not be unreasonably withheld, or (ii) Losses to the foregoing. No Indemnified Person shall be liable for any damages extent arising from the use willful misconduct or negligence of Indemnified Parties or any breach of agreement by others an Indemnified Party; and provided that the Company will not be responsible for the fees and expenses of information or other materials obtained through electronicmore than one counsel to all Indemnified Parties, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that appropriate local counsel, unless in the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit reasonable judgment of any successors, assigns, heirs and personal representatives Indemnified Party there exists a potential conflict of the Indemnifying Party and any interest which would make it inappropriate for one counsel to represent all such Indemnified PersonParties.

Indemnification Generally. Whether or not (a) By the New Loan is consummated or this Agreement or Seller and the Backstop Loan Commitment is terminatedPrincipal Shareholders. The Seller and the Principal Shareholders agree, Tembec (in such capacityjointly and severally, the "Indemnifying Party") shall to be responsible for, pay, indemnify and hold harmless JPM Purchaser and the Initial Backstop Parties, their respective affiliates Xxxxxx and their respective directors, officers, directorsemployees and agents (the “Purchaser Indemnified Parties”) from, employeesagainst and in respect of, agents, advisors and controlling persons (each an "Indemnified Person") from and against the full amount of any and all lossesliabilities, damages, claims, damagesdeficiencies, liabilities joint fines, assessments, losses, Taxes, penalties, interest, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (collectively, “Losses”) arising from, in connection with, or severalincident to: (i) any breach, or inaccuracy of any of the representations or warranties of the Seller or the Principal Shareholders contained in this Agreement or any of the Seller Ancillary Agreements, the Shero Employment Agreement, or any other agreement referred to herein or delivered at or prior to the Closing; (ii) any breach of Seller or the Principal Shareholders of any covenants or agreements contained in this Agreement or any of the Seller Ancillary Agreements, the Shero Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iii) any failure by the Seller or the Principal Shareholders to perform any obligations contained in this Agreement or any of the Seller Ancillary Agreements, the Shero Employment Agreement, or any other agreement referred to herein and delivered at to the Closing; (iv) any liability resulting from any litigation involving the Seller, if no accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, to which the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or not such litigation was disclosed by the Seller on Schedule 4.6; (v) any such Indemnified Person may become subject and all Taxes and related penalties, interest or other charges for any unaccrued or unreported Tax liabilities with respect to the Seller or the Purchased Assets for all periods prior to or including the Closing Date; (vi) any and all claims or liabilities, other than Assumed Liabilities, arising out of, relating to, resulting from or caused (whether in whole or in connection part) by any transaction, event, condition, occurrence, situation, omission, or failure to comply with Applicable Law in any claim, challenge, litigation, investigation or proceeding with respect way relating to the Backstop Loan Commitment, this AgreementPurchased Assets, the Backstop Participation Agreement, the Plan Seller or the transactions contemplated hereby conduct of the Business arising or therebyoccurring on or prior to the Closing Date without regard to whether such claim exists on the Closing Date or arises at any time thereafter; (vii) any failure of the Seller or the Principal Shareholders to perform or satisfy any liability or obligation of the Seller of any nature, fixed, absolute, accrued, contingent, or otherwise, not assumed hereunder by the Purchaser, including without limitationany Excluded Liability, payment (viii) any and all claims or liabilities resulting from or arising out of the Backstop FeesSeller Leases prior to the Closing Date, (ix) any claim or liability arising out of or related to the Transaction Expenses Seller’s failure to obtain any consent set forth on Schedule 4.3 hereto; and (x) any and all actions, suits, proceedings, demands, assessments or the Termination Fee (as defined below) or any breach of Tembec of this Agreementjudgments, regardless of whether any of such Indemnified Persons is a party thereto, costs and expenses incidental to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

Indemnification Generally. Whether Subject to the approval of this Agreement by the Bankruptcy Court, whether or not the New Loan Rights Offering is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec the Company (in such capacity, the "“Indemnifying Party"”) shall indemnify and hold harmless JPM and the Initial Backstop Parties, their respective affiliates Investors and their respective officers, directors, employees, agents, advisors and controlling persons and affiliates (each an "“Indemnified Person"”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several, to which any such Indemnified Person may become subject arising out of, relating to, of or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this AgreementRights Offering, the Backstop Participation AgreementCommitment, the Plan Transaction Documents, the Registration Statement, the Prospectus or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fee or the Extension Fees, if any, distribution of Rights, purchase and sale of Shares in the Transaction Expenses Rights Offering and purchase and sale of Shares pursuant to the Backstop Commitment or the Termination Fee (as defined below) Registration Rights Agreement, or any breach of Tembec the Company of this Agreement or the Registration Rights Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are finally judicially determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the (i) any breach of this Agreement by such Indemnified Person, (ii) bad faith, gross negligence or willful misconduct on the part of such Indemnified PersonPerson or (iii) statements or omissions in the Registration Statement or Prospectus or any amendment or supplement thereto made in reliance upon or in conformity with information relating to the Investors furnished to the Company in writing by or on behalf of the Investors expressly for use in the Registration Statement or Prospectus or any amendment or supplement 21 thereto. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by the Company pursuant to the sale of Shares contemplated by this Agreement bears to (ii) the Backstop Fee and Extension Fees paid or proposed to be paid to the Investors. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this AgreementRights Offering, the Backstop Participation Agreement Commitment, the Transaction Documents, the Registration Statement, the Prospectus or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec the Company are finally judicially determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the ( i) bad faith, gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation AgreementRegistration Rights Agreement or (ii) statements or omissions in the Registration Statement or Prospectus or any amendment or supplement thereto made in reliance upon or in conformity with information relating to the Investors furnished to the Company in writing by or on behalf of the Investors expressly for use in the Registration Statement or Prospectus or any amendment or supplement thereto; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for Notwithstanding the foregoing, each of the parties hereto may enforce the terms of this Agreement and may seek indirect, consequential and other damages as a result of any damages arising from breach of the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systemsterms hereof. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 8 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

Indemnification Generally. Whether or not the New Loan is consummated or (a) Except as otherwise limited by this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacityArticle VIII, the "Indemnifying Party") Seller shall indemnify indemnify, reimburse and hold harmless JPM the Buyer and the Initial Backstop Partiesany successor or assigns thereof, their respective affiliates and their respective directors, members, managers, shareholders, officers, directors, employees, agentsconsultants and agents (the “Buyer Protected Parties”), advisors and controlling persons (each an "Indemnified Person") from and against any and all claims, losses, claimsliabilities, damages, liabilities joint costs (including court costs) and expenses (including reasonable attorneys’ and accountants’ fees) (hereinafter “Buyer Loss” or several“Buyer Losses”) asserted against, to which imposed upon, suffered by, or incurred by any such Indemnified Person may become subject arising out of the Buyer Protected Parties as a result of, relating or with respect to, or arising from (i) any breach or inaccuracy of any representation or warranty of the Seller set forth in this Agreement; (ii) any breach of or noncompliance by the Seller with any covenant or agreement of the Seller contained in this Agreement or in any other Transaction Document (other than the Manufacturing and Supply Agreement or the Transition Services Agreement); (iii) any and all Excluded Liabilities; (iv) any and all liabilities and obligations arising out of any breach by the Seller of any Assumed Contract; (v) any and all claims asserted by the Seller’s creditors, except where such claims are in connection with any claim, challenge, litigation, investigation liabilities or proceeding with respect obligations expressly assumed by the Buyer pursuant to the Backstop Loan Commitment, this Agreement, Assignment and Assumption Agreement (for the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec purposes of this Agreement, regardless of whether any of “creditors” shall mean (1) all persons or entities who assert claims against the Seller even though such Indemnified Persons is a party theretoclaims are disputed and (2) all general creditors, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigatingsecured creditors, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one handall lien creditors, and such Indemnified Personall representatives of creditors); (vi) the matters referred to in Section 6.04; and (vii) the matters described in Schedule 3.10(c), on including the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or therebycorrespondence and reports described therein, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant Buyer Losses related to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely such matters result directly from the gross negligence or willful misconduct Buyer’s use of the Hurricane Facility in a manner substantially different than the manner in which such Indemnified Person in performing facility was used by the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related Seller prior to the foregoing. No Indemnified Person shall be liable for any damages arising from Closing (other than changes in use contemplated by the use by others of information or other materials obtained through electronicPurchase Agreement, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations including the potential relocation of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure Business’s existing manufacturing activities to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified PersonHurricane Facility).

Indemnification Generally. Whether (a) Without limiting any other ------------------------- rights that the Indemnified Parties may have hereunder or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacityunder applicable law, the "Indemnifying Party"Transferor hereby agrees (x) shall to indemnify and hold harmless JPM and the Initial Backstop Parties, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "Indemnified Person") Party from and against any and all losses, claims, damages, liabilities joint Indemnified Amounts awarded against or several, to which any incurred by such Indemnified Person may become subject Party arising out ofof or resulting from this Agreement or the use of proceeds of purchases or the ownership of the Purchased Interest, or any interest therein, or in respect of any Listed Receivable or any related Contract, and (y) to pay within 15 days of demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against such Indemnified Amounts, including Indemnified Amounts relating to, to or resulting from any of the following: (i) the failure of any information provided to the Agent with respect to Listed Receivables or the other Specified Assets; (ii) the failure of any representation or warranty or statement made or deemed made by the Transferor or the Servicer under or in connection with this Agreement to have been true and correct in all respects when made (it being understood and agreed that for purposes of this Section, in determining whether any claimsuch representation or warranty or statement was true and correct in all respects when made, challengeany qualification in Article V as to materiality or to a Material --------- Adverse Effect or to limitations on enforcement shall be disregarded); (iii) the failure by the Transferor or the Servicer to comply with any applicable law, litigation, investigation rule or proceeding regulation with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan any Listed Receivable or the transactions contemplated hereby related Contract, or therebythe failure of any Listed Receivable or the related Contract to conform to any applicable law, rule or regulation; (iv) the failure to vest in the Agent for the benefit of the Purchasers a valid and enforceable first priority perfected (A) undivided percentage ownership interest, to the extent of the related Purchased Interest, in the Specified Assets, and (B) security interest in the Specified Assets, in each case free and clear of any Adverse Claim; (v) any dispute, claim, counterclaim, offset or defense (other than discharge in an Insolvency Proceeding in which an Obligor is a debtor, which Insolvency Proceeding was Commenced prior to the Due Date for the applicable Listed Receivable) of such Obligor to the payment of such any Listed Receivable (including a defense based on such Listed Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Listed Receivable (excluding, however, adjustments required as a matter of law because an Obligor is a debtor in any such Insolvency Proceeding), or any claim resulting from the sale of the goods or services related to such Listed Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Listed Receivable; (vi) any failure of the Transferor or the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, the failure to make any payment when due hereunder), or to perform its duties or obligations (if any) under any Contract (it being understood and agreed that for purposes of this Section, in determining whether the Backstop Fees, the Transaction Expenses Transferor or the Termination Fee Servicer has performed its duties or obligations in accordance with the provisions of this Agreement or has performed its duties or obligations (if any) under any Contract, any qualification in Article V or --------- Article VI as defined belowto materiality or to a Material Adverse Effect or to the rights of ---------- any depository institution that maintains any account to which any Collections of Listed Receivables are sent shall be disregarded); (vii) or any breach of Tembec of this Agreementwarranty, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal products liability or other reasonable out-of-pocket expenses as they are incurred and on demand claim, investigation, litigation or proceeding arising out of or in connection with investigating, responding to goods or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that which are the subject of any Listed Receivables; (viii) the commingling of Collections of Listed Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the Backstop Participation Agreementuse of proceeds of purchases or the ownership of the related Purchased Interest or in respect of any Listed Receivable or any related Specified Asset in respect thereof; provided(x) subject to Section 7.1(b), howeverthe occurrence of any Termination Event; (xi) in the -------------- event any Purchased Interest is greater than 1.0; (xii) the failure of any Listed Receivables to be Eligible Receivables; (xiii) the failure of the Transferor or the Servicer to comply with the terms of the Credit and Collection Policy; (xiv) the failure of any Contract relating to Listed Receivables to have terms that are consistent with customary terms for the related Seller's industry and type of Receivable; (xv) the failure of any Seller to complete the sale and delivery of the goods (or the performance of the services, that if any) which are the subject of any Listed Receivables; (xvi) the existence of any contingent performance requirements of any Seller in no event shall respect of any Listed Receivables; (xvii) subject to Section 7.1(b), the failure of an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with Obligor to make payment on -------------- the Listed Receivables prior to or as a result of the Due Date; or (xviii) any action or inaction by the Transferor or the Servicer which impairs the interest of their activities related to the foregoing. No Indemnified Person shall be liable for Agent or any damages arising from the use by others of information Purchaser in any Listed Receivables or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified PersonSpecified Assets.

Indemnification Generally. Whether (a) The amount of Indemnifiable Losses which the Indemnifying Entity is required to pay to any Indemnified Entity pursuant to this Article VIII shall be reduced (retroactively, if necessary) by any insurance proceeds (net of recovery costs and other related costs, including deductibles and premium adjustments) actually received or not recoverable by or on behalf of such Indemnified Entity or its Affiliates with respect to such Indemnifiable Losses, and an Indemnified Entity shall use Commercially Reasonable Efforts to receive or recover such proceeds or other amounts; provided that an Indemnified Entity has no obligation to pursue such recovery for Indemnifiable Losses prior to such Indemnified Entity's right to make a Claim for recovery pursuant to this Article VIII. An Indemnified Entity shall take, or cause its Affiliates to take, Commercially Reasonable Efforts to pursue payment from any Third Party with respect to any Indemnifiable Loss under any Contract, arrangement or commitment pursuant to which such Indemnified Entity or its Affiliates are entitled to reimbursement or indemnification with respect to such Indemnifiable Loss; provided, that such Commercially Reasonable Efforts shall be taken by the New Loan is consummated or Indemnified Entity at the Indemnifying Entity’s sole cost and expense. If an Indemnified Entity shall have received the payment required by this Agreement or from the Backstop Loan Commitment is terminated, Tembec Indemnifying Entity in respect of Indemnifiable Losses (in such capacity, the "Indemnifying Party") shall indemnify and hold harmless JPM and the Initial Backstop Parties, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "Indemnified Person") from and against including any and all losses, claims, damages, liabilities joint or several, to which any such Indemnified Person may become subject arising out of, relating to, or in connection with any claim, challenge, litigation, investigation or proceeding Purchase Price adjustment with respect to the Backstop Loan Commitment, circumstances giving rise to such payment under this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee Article VIII) and shall subsequently receive (as defined below) or any breach of Tembec of this Agreement, regardless of whether its Affiliates shall subsequently receive) any insurance proceeds or other amounts in respect of such Indemnified Persons is a party theretoIndemnifiable Losses, and to reimburse then such Indemnified Persons for any legal Entity shall promptly repay, or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigatingcause to be repaid, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to Indemnifying Entity a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute sum equal to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information insurance proceeds or other materials obtained through electronicamounts actually received (net of recovery costs and other related costs, telecommunications or other information transmission systems. The indemnity, reimbursement including deductibles and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Personpremium adjustments).

Indemnification Generally. Whether or not To the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacityfullest extent permitted by law, the "Indemnifying Party"Contractor shall indemnify, defend (with counsel subject to the supervision of the Attorney General of the Commonwealth of Massachusetts as required by M.G.L. c. 12, s. 3) shall indemnify and hold harmless JPM the Owner, Awarding Authority and the Initial Backstop Parties, their respective affiliates Designer and their respective officers, directorsagents, divisions, agencies, employees, agentsrepresentatives, advisors successors and controlling persons (each an "Indemnified Person") assigns from and against any and all losses, claims, damages, liabilities joint or severallosses and expenses, including but not limited to which any such Indemnified Person may become subject court costs and attorneys’ fees, arising out ofof or resulting from the performance of the Work, relating toincluding but not limited to those arising or resulting from: -labor performed or furnished and/or materials used or employed in the performance of the Work; -violations by Contractor, any Subcontractor, or by any person directly or indirectly employed or used by any of them in the performance of the Work or anyone for whose acts any of them may be liable (Contractor, subcontractor and all such persons herein collectively called "Contractor's Personnel") of any Laws; -violations of any provision of this Contract by any of Contractor's Personnel; -injuries to any persons or damage to any property in connection with any claimthe Work; -any act, challengeomission, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment neglect of the Backstop Fees, the Transaction Expenses or the Termination Fee (Contractor's Personnel. The Contractor shall be obligated as defined below) or any breach of Tembec of this Agreementprovided above, regardless of whether any of or not such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities losses and/or expenses, are caused in whole or expenses to in part by the extent that they are determined pursuant to actions or inactions of a finalparty indemnified hereunder. In any and all claims by Contractor's Personnel against parties indemnified hereunder, non-appealable order issued the Contractor's indemnification obligation set forth above shall not be limited in any way by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct any limitation on the part amount or type of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person damages, compensation or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or benefits payable by such Indemnified Person as a result of such lossor for the Contractor or any subcontractor under workers' or workmen's compensation acts, claimdisability benefit acts or other employee benefit acts. Such obligation shall not be construed to negate, damageabridge, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or reduce any other person in connection with right or as a result obligation of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except indemnity which would otherwise exist as to any Indemnified Person to the extent that any losses, claims, damages, liability party or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person person described in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified PersonArticle XIV.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacityIn connection with any Public Offering, the "Indemnifying Party") Company and NSC expect to enter into a mutually agreeable underwriting agreement in customary form, which would be expected to supersede this Engagement Agreement and the indemnification provisions of such agreement shall be apply. In the case of any other Offering, the Company hereby agrees to indemnify and hold harmless JPM National Securities Corporation, its subsidiaries, parents and the Initial Backstop Parties, their respective affiliates and each of their respective directors, officers, directorsmanagers, agents, contractors, employees, agentsmembers, advisors counsel, and controlling persons each other person or entity who controls NSC or any of its affiliates within the meaning of Section 15 of the Securities Act (each an "collectively, the “Indemnified Person"Parties”) to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses, or liabilities (or actions in respect thereof) (“Losses”), joint or several, to which they or any such Indemnified Person of them may become subject arising out of, relating to, under any statute or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party theretoat common law, and to reimburse such Indemnified Persons Parties for any reasonable legal or other reasonable out-of-pocket expenses as they are expense (including but not limited to the cost of any investigation, preparation, response to third party subpoenas) incurred and on demand by them in connection with investigatingany litigation or administrative or regulatory action (“Proceeding”), responding to whether pending or defending threatened, and whether or not resulting in any of the foregoingliability, provided that the foregoing indemnification will not, insofar as to any Indemnified Person, apply to such losses, claims, damagesliabilities, liabilities or expenses litigation arise out of or are based upon (1) the engagement of NSC pursuant to the extent that they are determined pursuant Engagement Agreement or subsequent agreement of similar purpose between the Company and NSC (an “Additional Engagement Agreement”); (2) the Offering of Securities to a finalthird parties contemplated by the Engagement Agreement or Additional Engagement Agreement, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for (3) any reason the foregoing indemnification is unavailable other matter relating to any Indemnified Person Offering of Securities referred to or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received contemplated by the Indemnifying Party on Engagement Agreement or Additional Engagement Agreement; (4) any untrue statement or alleged untrue statement of any material fact contained in the one hand and such Indemnified Person on the Offering Materials, or in any other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive written or contributory negligence oral communication provided by or otherwise to the Indemnifying Party, any person asserting claims on behalf of the Company to any actual or prospective purchaser of Securities, unless such untrue statement or alleged untrue statement arises from information supplied by any members, officers, agents or employees of NSC, in right of any writing specifically for use therein; or (5) the omission or alleged omission to state in the. Offering Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the Indemnifying Partycircumstances under which they were made, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreementnot misleading; provided, however, that while the indemnity provisions herein shall include any and all claims regardless of whether NSC's negligence, active or passive, contributed to losses, they shall not apply to (i) amounts paid in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result settlement of any such litigation if such settlement is effected without the consent of their activities related to the foregoing. No Indemnified Person shall Company, which consent will not be liable for any damages unreasonably withheld, or (ii) Losses arising solely from the use by others willful misconduct or gross negligence of information or other materials obtained through electronicIndemnified Parties; and provided that the Company will not be responsible for the fees and expenses of more than one counsel to all Indemnified Parties, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that appropriate local counsel, unless in the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit reasonable judgment of any successorsindemnified Party there exists a potential conflict of interest which would make It inappropriate for one counsel to represent all such Indemnified Parties. 00000 Xxxxxxxx Xxxx. Xxxxx 000 • Xxx Xxxxxxx, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.XX 00000 • xxx.xxxxxxxxxxxxx.xxx 15

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party") shall The Company hereby agrees to indemnify and hold harmless JPM and the Initial Backstop PartiesMDB Capital, their respective affiliates and their respective its directors, officers, directorsagents, employees, agentsmembers, advisors affiliates, subsidiaries, counsel, and controlling persons each other person or entity who controls MDB or any of its affiliates within the meaning of Section 15 of the Securities Act (each an "collectively, the “Indemnified Person"Parties”) to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses, or liabilities (or actions in respect thereof) (“Losses”), joint or several, to which they or any such Indemnified Person of them may become subject arising out of, relating to, under any statute or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party theretoat common law, and to reimburse such Indemnified Persons Parties for any reasonable legal or other reasonable out-of-pocket expenses as they are expense (including but not limited to the cost of any investigation, preparation, response to third party subpoenas) incurred and on demand by them in connection with investigatingany litigation or administrative or regulatory action (“Proceeding”), responding to whether pending or defending threatened, and whether or not resulting in any of the foregoingliability, provided that the foregoing indemnification will not, insofar as to any Indemnified Person, apply to such losses, claims, damagesliabilities, liabilities or expenses to litigation arise out of or are based upon (1) the extent that they are determined pursuant to a final, non-appealable order issued by a court Offering of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received Company Securities contemplated by the Indemnifying Party on Engagement Agreement or subsequent agreement between the one hand Company and such Indemnified Person on MDB; (2) any untrue statement or alleged untrue statement of any material fact contained in the private placement memorandum, offering materials, registration statement, or other hand but also offering or selling document (as may be amended or supplemented and including any information incorporated therein by reference, the relative fault of the Indemnifying Party“Company Documentation”), on the one hand, and such Indemnified Person, on the or in any other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive written or contributory negligence oral communication provided by or otherwise to the Indemnifying Party, any person asserting claims on behalf of the Company to any actual or prospective purchaser of Securities (as that term is defined in right the Engagement Agreement), unless such untrue statement or alleged untrue statement arises solely from information supplied by any members, officers, agents or employees of any MDB, in writing specifically for use therein; or (3) the omission or alleged omission to state in the Company Documentation a material fact required to be stated therein or necessary to make the statements therein, in light of the Indemnifying Partycircumstances under which they were made, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreementnot misleading; provided, however, that the indemnity provisions herein shall not apply to (i) amounts paid in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result settlement of any such litigation if such settlement is effected without the consent of their activities related to the foregoing. No Indemnified Person shall Company, which consent will not be liable for any damages unreasonably withheld, or (ii) Losses arising from the use by others willful misconduct or gross negligence of information or other materials obtained through electronicIndemnified Parties; and provided that the Company will not be responsible for the fees and expenses of more than one counsel to all Indemnified Parties, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that appropriate local counsel, unless in the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit reasonable judgment of any successors, assigns, heirs and personal representatives Indemnified Party there exists a potential conflict of the Indemnifying Party and any interest which would make it inappropriate for one counsel to represent all such Indemnified PersonParties.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminatedThe Company agrees to indemnify, Tembec (in such capacity, the "Indemnifying Party") shall indemnify defend and ------------------------- hold harmless JPM the Purchaser, its Subsidiaries and the Initial Backstop Parties, their respective affiliates Affiliates and their respective officers, directors, employees, agents, advisors agents and controlling persons (each an each, a "Purchaser Indemnified Person") from and against any and all losses, claims, damages, liabilities joint or severalliabilities, to which any such Indemnified Person may become subject arising out ofexpenses (including, relating to, or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment reasonable attorneys' fees and disbursements), costs, judgments or amounts paid in settlement of actions (i) arising out of or resulting from the Backstop Feesuntruth of any representation herein or in any certificate delivered hereunder (including, the Transaction Expenses without limitation, pursuant to Section 5(b)) or the Termination Fee breach of any warranty or covenant herein or in any certificate delivered hereunder (as defined belowincluding, without limitation, pursuant to Section 5(b)) or any the default or breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoingCompany's undertakings or covenants under any of the other Operative Documents, provided that the foregoing indemnification will not, as (ii) arising out of or relating to any claim by a third party against a Purchaser Indemnified Person based on or arising out of (x) any representation or warranty of the Company that was untrue when made or any breached covenant of the Company or (y) the use by the Company of the proceeds of the sale of the Shares or (iii) by virtue of the Purchaser's (and its Affiliates') investments in the Company (other than losses relating strictly to market risk). The Purchaser agrees to indemnify, defend and hold harmless the Company, its Subsidiaries and their respective officers, directors, employees, agents and controlling persons (each, a "Company Indemnified Person, apply to ") from and against any and all losses, claims, damages, liabilities liabilities, expenses (including, without limitation, reasonable attorneys' fees and disbursements), costs, judgments or expenses amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of the Purchaser herein or the breach of any warranty or covenant of the Purchaser herein or relating to the extent that they are determined pursuant to a final, non-appealable order issued any claim by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any third party against a Company Indemnified Person based on or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid arising out of any action or payable by such Indemnified Person as a result of such loss, claim, damage, liability any representation or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault warranty of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as Purchaser that was untrue when made or any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any breached covenant of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in Purchaser. In no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution indemnification obligations of the Indemnifying Party under Purchaser exceed the aggregate Purchase Price of the Shares purchased by the Purchaser pursuant to this Section 4 Agreement. Notwithstanding the foregoing, no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall in any manner be in addition deemed to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit constitute a waiver of any successors, assigns, heirs and personal representatives of rights granted to it under the Indemnifying Party and any Indemnified PersonAct or state securities laws.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacitySubject to Section 6.6 hereof, the "Indemnifying Party") Stockholder shall indemnify the Indemnified Persons for, and hold each of them harmless JPM and the Initial Backstop Parties, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "Indemnified Person") from and against against, any and all losses, claims, damages, liabilities joint or several, to which any such Indemnified Person may become subject Losses arising out of, relating to, from or in connection with any claim, challenge, litigation, investigation or proceeding with respect Event of Indemnification. The sole and exclusive remedy for an Event of Indemnification shall be (i) by recourse to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee Escrow Fund (as defined belowin the Escrow Agreement), (ii) or any breach by cancellation of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, and up to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any fifty percent (50%) of the foregoing, provided that the foregoing indemnification will not, as options granted to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses each of Xxxxxxxxx and Xxxxx pursuant to the extent that they are determined Option Agreements and (iii) by recourse to up to fifty percent (50%) of the shares of Purchaser Common Stock hereafter acquired by either Xxxxxxxxx or Xxxxx upon exercise of their respective options pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreementrespective Option Agreements; provided, however, that in no event shall an Indemnified Person more than fifty percent of the shares of Purchaser Common Stock (subject to equitable adjustment for stock splits, dividends, combinations, reclassifications and like occurrences) referred to in clauses (i) and (ii) above, in the aggregate (or such other parties have any liability for any indirect, consequential or punitive damages options therefor) be canceled and/or transferred in connection with or as a result of any of their activities related this Section 6.2. An indemnification pursuant to the foregoing. No Indemnified Person this Section 6.2 shall be liable for any damages arising from effected solely in accordance with the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement terms and contribution obligations provisions of the Indemnifying Party under this Section 4 shall be in addition to any liability that Escrow Agreement and the Indemnifying Party Option Agreements, as the case may otherwise have to an Indemnified Person be, and shall be binding upon and inure subject to the benefit of qualifications and limitations set forth therein (it being understood that nothing contained in this Section 6.2 shall in any successorsway limit, assignsimpair, heirs and personal representatives modify or otherwise affect the rights of the Indemnifying Party Indemnified Persons (including rights available under the Securities Act or the Exchange Act), (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon an allegation or allegations that the Company or the Stockholder, or either of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement, the Agreement of Merger or the Escrow Agreement and the transactions contemplated hereby or thereby or (B) to enforce any Indemnified Personjudgment of a court of competent jurisdiction which finds or determines that the Company or the Stockholder, or either of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Agreement of Merger and the transactions contemplated hereby or thereby).

Indemnification Generally. Whether In case any investigation or not ------------------------- proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 7, such Person (the New Loan is consummated or this Agreement or "Indemnified Party") shall promptly notify the Backstop Loan Commitment is terminated, Tembec Person against whom such indemnity may be sought (in such capacity, the "Indemnifying Party") in writing. No indemnification provided for in Section 7.1 or 7.2 shall indemnify be available to any party who shall fail to give notice as provided in this Section 7.3, but the failure to give such notice shall not relieve the Indemnify Party or parties from any liability which it or they may have to the Indemnified Party for contribution or otherwise on account of the provisions of Section 7.1 or 7.2. In case any such proceeding shall be brought against any Indemnified Party and hold harmless JPM it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the Indemnifying Party shall pay as incurred the fees and expenses of the counsel retained by the Indemnified Party in the event (i) the Indemnifying Party and the Initial Backstop PartiesIndemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "the Indemnifying Party agrees to indemnify the Indemnified Person") Party from and against any and all losses, claims, damages, liabilities joint loss or several, to which any such Indemnified Person may become subject arising out of, relating to, or in connection with any claim, challenge, litigation, investigation or proceeding with respect to the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement, the Plan or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any liability by reason of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any legal settlement or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Personjudgment.

Indemnification Generally. Whether or not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminated, Tembec (in such capacity, the "Indemnifying Party"a) Each Indemnified Entity shall indemnify and hold harmless JPM and the Initial Backstop Parties, their respective affiliates and their respective officers, directors, employees, agents, advisors and controlling persons (each an "Indemnified Person") from and against any and all losses, claims, damages, liabilities joint or several, to which any such Indemnified Person may become subject arising out of, relating to, or be obligated in connection with any claimclaim for indemnification under this Article 9 to use all commercially reasonable efforts to obtain any insurance proceeds available to such Indemnified Entity with regard to the applicable claims and to recover any amounts to which it may be entitled in respect of the applicable claims pursuant to contractual or other indemnification rights that it may have against Third Parties. The amount which the Indemnifying Entity is or may be required to pay to any Indemnified Entity pursuant to this Article 9 with respect to any Indemnifiable Loss shall be (i) reduced (retroactively, challengeif necessary) by any net insurance proceeds or other amounts actually recovered from a Third Party by or on behalf of such Indemnified Entity in mitigation of, litigationor related to, investigation the related Indemnifiable Losses and (ii) (A) increased to take into account any additional Tax cost to the Indemnified Entity arising from the receipt of indemnification payments with respect to such Indemnifiable Loss and (B) decreased to take into account any Tax benefit to the Indemnified Entity with respect to such Indemnifiable Loss; provided, that the amount of any such Tax cost or proceeding Tax benefit shall be the net present value of such Tax cost or Tax benefit as reasonably determined by the parties at the time the indemnification payment is made. If an Indemnified Entity shall have received the payment required by this Agreement from the Indemnifying Entity in respect of Indemnifiable Losses (including any Purchase Price adjustment with respect to the Backstop Loan Commitment, circumstances giving rise to such payment under this Agreement, the Backstop Participation Agreement, the Plan Article 9) and shall subsequently receive net insurance proceeds or the transactions contemplated hereby or thereby, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any other amounts in respect of such Indemnified Persons is a party theretoIndemnifiable Losses, and to reimburse then such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses Entity shall promptly repay to the extent that they are determined pursuant to Indemnifying Entity a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute sum equal to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability net insurance proceeds or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreementamounts actually received; provided, however, that in no event any indemnity payment under this Agreement shall be treated as an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related adjustment to the foregoing. No Indemnified Person shall be liable purchase price for any damages arising from income Tax purposes (except to the use by others extent otherwise required pursuant to a determination within the meaning of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations Section 1313(a) of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified PersonCode).

Indemnification Generally. Whether or (a) By the Companies and the Seller. The Seller and the Companies (but, with respect to the Companies, only if the Closing has not the New Loan is consummated or this Agreement or the Backstop Loan Commitment is terminatedoccurred), Tembec (in such capacityagree, the "Indemnifying Party") jointly and severally, to be responsible for and shall pay and indemnify and hold harmless JPM Purchaser and the Initial Backstop PartiesAHI and its directors, their respective affiliates and their respective officers, directorsemployees and agents from, employeesagainst and in respect of, agents, advisors and controlling persons (each an "Indemnified Person") from and against the full amount of any and all lossesliabilities, damages, claims, damagesdeficiencies, liabilities joint fines, assessments, losses, penalties, interest costs and expenses, including, without limitation, reasonable fees and disbursements of counsel (collectively, "Losses"), arising from, in connection with, or severalincident to (i) any breach or violation of any of the representations, warranties, covenants or agreements of the Seller or any of the Companies contained in this Agreement (other than the representations and warranties set forth in Section 4.26), the Disclosure Schedule, or any closing certificate delivered at Closing; (ii) any liability resulting from any litigation involving the Companies, if no accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, to which the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or not such litigation was disclosed by the Seller on Schedule 4.6; (iii) Seller's failure to obtain the approval of its shareholders of the consummation of the transactions contemplated hereby; (iv) any such Indemnified Person may become subject and all claims arising out of, relating to, resulting from or caused (whether in whole or in connection with part) by any claimtransaction, challengeevent, litigationcondition, investigation occurrence or proceeding with respect situation in any way relating to the Backstop Loan CommitmentSeller, its Subsidiaries (other than the Companies and the Company Subsidiaries) and the Transferred Company Subsidiaries or the conduct of their business at any time (v) the transfer of the Transferred Company Subsidiaries to the Seller; (vi) any Claims asserted by Xxxxxx X'Xxxx against any of the Companies or the Company Subsidiaries; (vii) any liability arising from or relating to any item set forth on Schedule 4.30, (viii) any liability resulting from any shareholders derivative action instituted against the Seller relating to or resulting from this Agreement, the Backstop Participation Agreement, the Plan or Agreement and the transactions contemplated hereby and (ix) any and all actions, suits, proceedings, demands, assessments or therebyjudgments, including without limitation, payment of the Backstop Fees, the Transaction Expenses or the Termination Fee (as defined below) or any breach of Tembec of this Agreement, regardless of whether any of such Indemnified Persons is a party thereto, costs and expenses incidental to reimburse such Indemnified Persons for any legal or other reasonable out-of-pocket expenses as they are incurred and on demand in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent that they are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct on the part of such Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand, as well as any relevant equitable considerations. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their exclusive or contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of the Backstop Loan Commitment, this Agreement, the Backstop Participation Agreement or the transactions contemplated hereby or thereby, except as to any Indemnified Person to the extent that any losses, claims, damages, liability or expenses incurred by Tembec are determined pursuant to a final, non-appealable order issued by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or the Backstop Participation Agreement; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a result of any of their activities related to the foregoing. No Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 4 shall be in addition to any liability that the Indemnifying Party may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.