Common use of Indemnification; Nature of Canadian Issuing Lender's Duties Clause in Contracts

Indemnification; Nature of Canadian Issuing Lender's Duties. (i) Each Canadian Borrower agrees to indemnify and hold harmless the Canadian Issuing Lender, each other Canadian Lender, the Canadian Agent, the U.S. Agent and each of their respective officers, directors, affiliates, employees or agents (the "Indemnitees") from and against any and all claims and damages, losses, liabilities, costs and expenses which the Indemnitees may incur (or which may be claimed against any Indemnitee) by any Person by reason of or in connection with the issuance or transfer of or payment or failure to pay under any Canadian Letter of Credit issued for the account of such Canadian Borrower; provided that the Canadian Borrowers shall not be required to indemnify the Indemnitees for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, (A) caused by the willful misconduct or gross negligence of any Indemnitee in determining whether a request presented under any Canadian Letter of Credit complied with the terms of such Canadian Letter of Credit or (B) caused by the Canadian Issuing Lender's failure to pay under any Canadian Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Canadian Letter of Credit (unless such payment is prohibited by any law, regulation, court order or decree).

Indemnification; Nature of Canadian Issuing Lender's Duties. (i) Each Canadian Borrower agrees to indemnify and hold harmless the Canadian Issuing Lender, each other Canadian Lender, the Canadian Agent, the U.S. Agent and each of their respective officers, directors, affiliates, employees or agents (the "“Indemnitees"”) from and against any and all claims and damages, losses, liabilities, costs and expenses which the Indemnitees may incur (or which may be claimed against any Indemnitee) by any Person by reason of or in connection with the issuance or transfer of or payment or failure to pay under any Canadian Letter of Credit issued for the account of such Canadian Borrower; provided that the Canadian Borrowers shall not be required to indemnify the Indemnitees any Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, (A) caused by the willful misconduct or gross negligence of any such Indemnitee in determining whether a request presented under any Canadian Letter of Credit complied with the terms of such Canadian Letter of Credit or (B) caused by the Canadian Issuing Lender's ’s failure to pay under any Canadian Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Canadian Letter of Credit (unless such payment is prohibited by any law, regulation, court order or decree).