Common use of Bank Indemnification of the Company Clause in Contracts

Bank Indemnification of the Company. From and after the Effective Date, the Bank shall indemnify and hold harmless the Company, its Affiliates and their respective officers, directors and employees from and against and in respect of any and all Losses which are caused or incurred by, result from, arise out of or relate to the following: (a) the Bank’s, its Affiliates’ or any of its or their employees’ or Service Providers’ negligence, recklessness or willful misconduct (including acts and omissions) relating to the Program; (b) any breach by the Bank, any of its Affiliates, or any of its or their Service Providers of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement or any Credit Card Agreement; (c) any actions or omissions by the Company taken or not taken at the Bank’s written request or direction pursuant to this Agreement, except where the Company would have been otherwise required to take such action (or refrain from acting) absent such request or direction of the Bank (it being understood that neither this exception nor any request or direction of the Bank shall in any way relieve the Company of, or in any way alter, the Company’s express obligations under this Agreement); (d) fraudulent acts by the Bank, or any of its Affiliates, or its or their agents or employees or Service Providers, in connection with the Program; (e) any failure by the Bank to satisfy any of its obligations to (i) Cardholders or other third parties with respect to the Program or the Accounts, whether pursuant to the Credit Card Agreements or otherwise or (ii) any other third parties in connection with its provision of other products and services to such third parties; (f) any element of any Company Credit Cards, Credit Card Documentation, the Program Website, any Program related social media pages or “apps,” Solicitation Materials or other communications to Cardholders, Bank Program Materials, Company Program Materials, or Account Documentation, including that the same fail to comply with Applicable Law, except to the extent the Losses with respect thereto are indemnifiable by the Company pursuant to Section 18.1(f); (g) (i) the failure of the Program to comply with Applicable Law, except if such failure was the result of an action imposed by the Strategic Operating Committee at the direction of the Company pursuant to its right to break a deadlock because such action was an Unapproved Matter that was a Company Matter or (ii) the failure of the Bank to comply with Applicable Law in connection with the Program or the Risk Management Policies, Collections Policies or Operating Procedures; (h) the Bank’s Inserts or Billing Statement messages; (i) allegations by a third party that the use or publication of the Bank Licensed Marks as permitted herein or any materials or documents provided by the Bank constitutes: (i) libel, slander, and/or defamation; (ii) invasion of rights of privacy or rights of publicity; (iii) breach of contract or tortious interference; (iv) trademark infringement or dilution or (v) unfair competition; (j) [****]; and (k) any Approved Ancillary Products offered to Cardholders by the Bank under the Program.

Bank Indemnification of the Company. From and after the Effective Date, the Bank shall indemnify and hold harmless the Company, its Affiliates and their respective officers, directors and employees from and against and in respect of any and all Losses which are caused or incurred by, result from, arise out of or relate to the following: (a) the Bank’s, its Affiliates’ or any of its or their employees’ or Service Providers’ negligence, recklessness or willful misconduct (including acts and omissions) relating to the Program; (b) any breach by the Bank, any of its Affiliates, or any of its or their Service Providers of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement or any Credit Card Agreement; (c) any actions or omissions by the Company taken or not taken at the Bank’s written request or direction pursuant to this Agreement, except where the Company would have been otherwise required to take such action (or refrain from acting) absent such request or direction of the Bank (it being understood that neither this exception nor any request or direction of the Bank shall in any way relieve the Company of, or in any way alter, the Company’s express obligations under this Agreement); (d) fraudulent acts by the Bank, or any of its Affiliates, or its or their agents or employees or Service Providers, in connection with the Program; (e) any failure by the Bank to satisfy any of its obligations to (i) Cardholders or other third parties with respect to the Program or the Accounts, whether pursuant to the Credit Card Agreements or otherwise or (ii) any other third parties in connection with its provision of other products and services to such third parties; (f) any element of any Company Credit Cards, Credit Card Documentation, the Program Website, any Program related social media pages or “apps,” Solicitation Materials or other communications to Cardholders, Bank Program Materials, Company Program Materials, or Account Documentation, including that the same fail to comply with Applicable Law, except to the extent the Losses with respect thereto are indemnifiable by the Company pursuant to Section 18.1(f); (g) (i) the failure of the Program to comply with Applicable Law, except if such failure was the result of an action imposed by the Strategic Operating Committee at the direction of the Company pursuant to its right to break a deadlock because such action was an Unapproved Matter that was a Company Matter or (ii) the failure of the Bank to comply with Applicable Law in connection with the Program or the Risk Management Policies, Collections Policies or Operating Procedures; (h) the Bank’s Inserts or Billing Statement messages; (i) allegations by a third party that the use or publication of the Bank Licensed Marks as permitted herein or any materials or documents provided by the Bank constitutes: (i) libel, slander, and/or defamation; (ii) invasion of rights of privacy or rights of publicity; (iii) breach of contract or tortious interference; (iv) trademark infringement or dilution or (v) unfair competition; (j) [(****]); and (k) any Approved Ancillary Products offered to Cardholders by the Bank under the Program.

Bank Indemnification of the Company. From and after the Effective Datedate hereof, the Bank shall indemnify and hold harmless the Company, its Affiliates and their respective officers, directors and employees from and against and in respect of any and all Losses which are caused or incurred by, result from, arise out of or relate to the followingto: (a) the Bank’s, its Affiliates’ or any of its and their respective Service Providers’ or their respective employees’ or Service Providersagents’ negligence, recklessness or willful misconduct (including acts and omissions) relating to the Program; (b) any breach by the Bank, Bank or any of its Affiliates, or any of its or their respective Service Providers of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement or any Credit Card Agreement; (c) any actions or omissions by the Company taken or not taken at the Bank’s written request or direction pursuant to this Agreement, except where the Company would have been otherwise required to take such action (or refrain from acting) absent such request or direction of the Bank (it being understood that neither this exception nor any request or direction of the Bank shall in any way relieve the Company of, or in any way alter, the Company’s express obligations under this Agreement); (d) dishonest or fraudulent acts by the Bank, or any of its Affiliates, Service Providers or its or any of their respective agents or employees or Service Providersemployees, in connection with the ProgramProgram (except to the extent deducted from the Risk Adjusted Margin as a Program Net Loss pursuant to Schedule 9.1); (e) any failure by the Bank to satisfy any of its obligations to (i) Cardholders or other third parties with respect to the Program or the Accounts, whether pursuant to the Credit Card Agreements or otherwise or (ii) any other third parties in connection with its provision of other products and services to such third parties; (f) any element of any Company Credit Cards, Credit Card Documentation, the Program Website, any Program related social media pages Account Documentation or “apps,” Solicitation Materials or other communications to Cardholders, Bank Program Materials, Company Program Materials, or Account Documentation, including that the same such Account Documentation or Solicitation Materials fail to comply with Applicable Law, except to unless such failure resulted from the extent Company’s modification of such Account Documentation or Solicitation Materials in contravention of the Losses with respect thereto are indemnifiable by the Company pursuant to Section 18.1(f)review and approval requirements of this Agreement; (g) (i) the failure of the Program to comply with Applicable Law, except if such failure was the result of an action imposed by the Strategic Operating Committee at the direction of the Company pursuant to its right to break a deadlock because such action was an Unapproved Matter that was a Company Matter Law or (ii) the failure of the Bank to comply with Applicable Law in connection with the Program or the Risk Management Policies, Collections Policies or Operating Procedures, unless such failure was as a result of any action taken or not taken by the Company Active.15844721.1 in violation of its express obligations under this Agreement or in violation of written instructions of the Bank delivered to the Company in accordance with this Agreement; (h) the Bank’s Inserts or Billing Statement messages; (i) the use of the Bank Licensed Marks, Intellectual Property and Program Materials provided by the Bank to the Company constituting infringement of any Intellectual Property rights of such third party; (j) allegations by a third party that the use or publication operation of the Bank Licensed Marks as permitted herein or any materials or documents provided by the Bank constitutes: (i) libel, slander, and/or defamation; (ii) invasion of rights of privacy or rights of publicity; (iii) breach of contract or tortious interference; (iv) Program in accordance with this Agreement constitutes trademark infringement or dilution dilution, copyright infringement, unfair competition or (v) unfair competition; (j) [****]misappropriation of another’s ideas or trade secret, or patent infringement; and (k) any Approved Ancillary Products offered to Cardholders by a Security Incident involving the Bank under Bank’s systems or data within the ProgramBank’s or its Service Provider’s control or possession.

Bank Indemnification of the Company. From and after the Effective Date, the The Bank shall indemnify and hold harmless the Company, its Affiliates and their respective officers, directors and employees from and against and in respect of any and all Losses which are losses, liabilities, damages, costs and expenses of whatever nature, including reasonable attorneys' fees and expenses, to the extent caused or incurred by, result resulting from, arise arising out of or relate relating toclaims, suits or actions by third parties against the Company, its Affiliates or any Person with a right of indemnification pursuant to this Section 18.2regarding any of the following:following or allegations thereof by such third parties: 001549-0001-13793-Active.14250169.10 (a) the The Bank’s, 's or its Affiliates’ or any of its or their employees’ ' or Service Providers’ negligence, ' negligence or recklessness or willful misconduct (including acts and omissions) relating to the Program; (b) any breach by the Bank, Bank or any of its Affiliates, employees or any of its or their Service Providers agents of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement or any Credit Card Agreement; (c) any actions or omissions by the Company taken or not taken at the Bank’s 's or any of its Affiliates' written request or direction pursuant to this Agreement, except where the Company would have been otherwise required to take such action (or refrain from acting) absent such the request or direction of the Bank (it being understood that neither this exception nor any request or direction of the Bank shall in any way relieve the Company of, or in any way alter, the Company’s express obligations under this Agreement)such Affiliate; (d) fraudulent acts by the Bank, or any of its Affiliates, or its or their agents or employees or Service Providersemployees, in connection with the Program; (e) any failure by the Bank or its Affiliates or their Service Providers to satisfy any of its their obligations to (i) Cardholders or other third parties with respect to the Program or the Accounts, whether pursuant to the Credit Card Agreements or otherwise or (ii) any other third parties in connection with its provision of other products and services to such third parties; (f) any element of any Company Credit Cards, Credit Card Documentation, the Program Website, any Program related social media pages Account Documentation or “apps,” Solicitation Materials or other communications to Cardholders, Bank Program Materials, Company Program Materials, or Account Documentation, including that the same fail to comply with Applicable Law, except to unless such failure resulted from the extent Company's modification of such Account Documentation or Solicitation Materials in contravention of the Losses with respect thereto are indemnifiable by the Company pursuant to Section 18.1(f)review and approval requirements of this Agreement; (g) (i) the failure of the Program (including the Company Credit Cards or any Approved Ancillary Products) to comply with Applicable Law, except if such failure was the result of an action imposed by the Strategic Operating Committee at the direction of the Company pursuant to its right to break a deadlock because such action was an Unapproved Matter that was a Company Matter Law or (ii) the failure of the Bank or any of its Affiliates to comply with Applicable Law in connection with the Program or the Risk Management Policies, Collections Policies Operating Procedures unless such failure was the result of any action taken or Operating Proceduresnot taken by the Bank or any of its Affiliates at the specific written request or direction of the Company; (h) the Bank’s 's Inserts or Billing Statement messages;; and (i) allegations by a third party that the use or publication of the Bank Licensed Marks as permitted herein or constituting infringement of any materials or documents provided by the Bank constitutes: (i) libel, slander, and/or defamation; (ii) invasion Intellectual Property right of rights of privacy or rights of publicity; (iii) breach of contract or tortious interference; (iv) trademark infringement or dilution or (v) unfair competition; (j) [****]; and (k) any Approved Ancillary Products offered to Cardholders by the Bank under the Programsuch third party.