Common use of Indemnification by Bank Clause in Contracts

Indemnification by Bank. Subject to the further terms and ----------------------- conditions hereof, the Bank shall indemnify, defend and hold harmless Total from and against any and all claims, demands, damages, costs, liabilities and losses (including litigation expenses and reasonable attorneys fees and allocated costs for in-house legal services) which Total may incur, suffer or be required to pay in connection with (i) the breach by the Bank of any of its obligations under this Agreement, or a breach of any of its representations and warranties contained herein; (ii) any information provided to Total by the Bank, or by officers, employees, agents, or Affiliates of the Bank, or arising out of the use of such information as required for the provision of Services, when such information is furnished by Total without alteration (except as required for the performance of the Services, and pursuant to the Bank's authorization) to merchants affiliated with the Bank, to other third persons at the Bank's request, or to officers, employees, agents and Affiliates of the Bank. The Bank shall be released from its obligations under this paragraph to the extent that such claims, demands, damages, costs, liabilities and losses result from the negligent or intentional acts or omissions of Total or any of its agents, contractors or employees. In no event shall the Bank be liable (under the indemnification provisions of this Agreement or otherwise) with respect to any loss, liability, cost, damage or expense caused by a breach by the Bank of any of its obligations under this Agreement or a breach of any of the Bank's representations and warranties contained herein that was not reported by Total to the Bank within 90 days after such failure to perform is known or reasonably should be known by Total. In no event shall the Bank be liable (under the indemnification provisions of this Agreement or otherwise) for punitive damages unless total has been determined to be liable to a third party not an Affiliate of Total for any act or omission for which the Bank is otherwise obligated to indemnify Total hereunder and which results in punitive damages payable by total to such third party.

Indemnification by Bank. Subject Bank agrees to the further terms and ----------------------- conditions hereof, the Bank shall indemnify, defend defend, protect and hold harmless Total JCPenney, other Authorized Entities and their Affiliates, agents, employees, officers and directors, from and against any and all claimsIndemnified Losses arising out of, demandsrelating to, damages, costs, liabilities and losses (including litigation expenses and reasonable attorneys fees and allocated costs for in-house legal services) which Total may incur, suffer or be required to pay in connection withresulting from: (ia) Any acts or omissions of Bank (where there was a duty to act) with respect to the extension of credit pursuant to the Program; (b) Any breach by the Bank of any of its obligations under the terms, covenants, representations, warranties, or other provisions contained in this Agreement, or a breach of any of its representations and warranties contained herein; (iic) any information Any Truth-in-Lending or comparable state law credit disclosures verbiage used by JCPenney or its Authorized Entities, if such verbiage has been provided to Total by Bank and is used in the manner specified by Bank; (d) The failure of Bank or its Affiliates, or the failure of any documentation, including Account Documentation, provided by officersBank relating to the Program, employeesto comply in all material respects with Applicable Law; (e) Any negligent act, agentswillful misconduct or negligent omission where there was a duty to act by Bank or its Affiliates directly relating to an Account, Account Documentation or any items of Indebtedness; (f) Any unlawful use by Bank or its Affiliates of the Bank, Bank Portfolio Information or arising out of JCPenney Customer Information or any allegation that the use of such information as required for the provision of Services, when such information is furnished by Total without alteration (except as required for the performance of the Services, and pursuant to the Bank's authorization) to merchants affiliated with the Bank, to other third persons at the Bank's request, Bank or to officers, employees, agents and its Affiliates of the Bank. The JCPenney Customer Information or Bank shall be released from its obligations under this paragraph to the extent Portfolio Information was unlawful; or (g) Allegations that such claims, demands, damages, costs, liabilities and losses result from the negligent any Charges contracted for or intentional acts imposed on or omissions of Total or any of its agents, contractors or employees. In no event shall the Bank be liable (under the indemnification provisions of this Agreement or otherwise) with respect to an Account or any loss, liability, cost, damage or expense caused by a breach by the Bank of any of its obligations under this Agreement or a breach of any of the Bank's representations and warranties contained herein that was not reported by Total related Indebtedness prior to the Bank within 90 days Agreement Termination Date violate any law governing such Charges, regardless of whether such Indemnified Losses are incurred prior to, on or after such failure to perform is known or reasonably should be known by Total. In no event shall the Bank be liable (under the indemnification provisions of this Agreement or otherwise) for punitive damages unless total has been determined to be liable to a third party not an Affiliate of Total for any act or omission for which the Bank is otherwise obligated to indemnify Total hereunder and which results in punitive damages payable by total to such third partyTermination Date.

Indemnification by Bank. Subject Bank will indemnify Z Del and JNB and their affiliates against, and agree to the further terms and ----------------------- conditions hereofhold each of them harmless from, the Bank shall indemnify, defend and hold harmless Total from and against any and all claims, demands, damages, costs, liabilities and losses (including litigation expenses and reasonable attorneys fees and allocated costs for in-house legal services) which Total may incur, suffer Losses incurred or be required to pay in connection with suffered by Z Del or JNB or any of their affiliates (i) the breach by the Bank because of any of its obligations under this Agreement, or a breach of any of its representations and warranties contained herein; an agreement, covenant, representation or warranty made by Bank in this Agreement or (ii) in connection with any information Losses incurred as a result of any Servicer Related Claim based upon acts or omissions occurring on or after the closing date of the transactions contemplated under the Receivables Purchase Agreement (as set forth in Section 2.3 of the Receivables Purchase Agreement), provided to Total by that such Losses are not incurred as a result of the Banknegligence or willful misconduct of Z Del or JNB or their respective affiliates, or by officers, employees, agents, or Affiliates of the Bank, or arising out of the use of such information as required for the provision of Services, when such information is furnished by Total without alteration (except as required for the performance of the Services, and pursuant to the Bank's authorizationiii) to merchants affiliated with the Bank, to other third persons at the Bank's request, or to officers, employees, agents and Affiliates of the Bank. The Bank shall be released from its obligations under this paragraph to the extent that such claims, demands, damages, costs, liabilities and losses result from the negligent or intentional any Third Party Servicer Related Claim based upon acts or omissions of Total ADS occurring on or any after the closing date of its agents, contractors or employees. In no event shall the Bank be liable (transactions contemplated under the indemnification provisions Receivables Purchase Agreement (as set forth in Section 2.3 of this Agreement or otherwisethe Receivables Purchase Agreement). Notwithstanding the foregoing: (A) neither Z Del nor JNB will be entitled to indemnity from Bank with respect to any loss, liability, cost, damage or expense caused by claims for indemnification under Section 10.2(b)(i) hereunder and under Section 10.2(b)(i) of the Receivables Purchase Agreement unless and until the aggregate of all such claims for indemnification exceed the sum of $5,000,000.00 of Losses (as a breach by the Bank of any of its obligations under single aggregate amount for both this Agreement and the Receivables Purchase Agreement and not an individual amount as to each such agreement) incurred or suffered by Z Del or JNB of a breach type otherwise indemnifiable pursuant to Section 10.2(b)(i) of any this Agreement, in the case of claims hereunder, and Section 10.2(b)(i) of the Bank's representations and warranties contained herein that was not reported by Total to Receivables Purchase Agreement, in the Bank within 90 days after such failure to perform is known or reasonably should be known by Total. In no event shall the Bank be liable (case of claims under the indemnification provisions of this Agreement or otherwise) for punitive damages unless total has been determined to Receivables Purchase Agreement, at which time Bank shall be liable to a third party not an Affiliate Z Del and JNB for such amounts in excess of Total such $5,000,000.00; provided however, that neither Z Del nor JNB will be entitled to indemnity from Bank with respect to claims for any act or omission for which the Bank is otherwise obligated to indemnify Total indemnification under Section 10.2(b)(i) hereunder and which results under Section 10.2(b)(i) of the Receivables Purchase Agreement in punitive damages payable excess of the "Purchase Price" (as such term is defined in the Receivables Purchase Agreement); (B) Z Del and JNB will be entitled to indemnity from Bank, without limitation, with respect to claims for indemnification under Sections 10.2(b)(ii) and 10.2(b)(iii) hereunder and under Sections 10.2(b)(ii) and 10.2(b)(iii) of the Receivables Purchase Agreement for all Losses incurred or suffered by total Z Del or JNB of a type otherwise indemnifiable pursuant to such third partySections 10.2(b)(ii) and 10.2(b)(iii) of this Agreement, in the case of claims hereunder, and Sections 10.2(b)(ii) and 10.2(b)(iii) of the Receivables Purchase Agreement in the case of claims under the Receivables Purchase Agreement.

Indemnification by Bank. Subject Bank will indemnify Z Del and JNB and their affiliates against, and agree to the further terms and ----------------------- conditions hereofhold each of them harmless from, the Bank shall indemnify, defend and hold harmless Total from and against any and all claims, demands, damages, costs, liabilities and losses (including litigation expenses and reasonable attorneys fees and allocated costs for in-house legal services) which Total may incur, suffer Losses incurred or be required to pay in connection with suffered by Z Del or JNB or any of their affiliates (i) the breach by the Bank because of any breach of its obligations under an agreement, covenant, representation or warranty made by Bank in this Agreement, or a breach of any of its representations and warranties contained herein; (ii) in connection with any information Losses incurred as a result of any Servicer Related Claim based upon acts or omissions occurring on or after the Closing Date, provided to Total by that such Losses are not incurred as a result of the Banknegligence or willful misconduct of Z Del or JNB or their respective affiliates, or by officers, employees, agents, or Affiliates of the Bank, or arising out of the use of such information as required for the provision of Services, when such information is furnished by Total without alteration (except as required for the performance of the Services, and pursuant to the Bank's authorizationiii) to merchants affiliated with the Bank, to other third persons at the Bank's request, or to officers, employees, agents and Affiliates of the Bank. The Bank shall be released from its obligations under this paragraph to the extent that such claims, demands, damages, costs, liabilities and losses result from the negligent or intentional any Third Party Servicer Related Claim based upon acts or omissions of Total ADS occurring on or any of its agents, contractors or employeesafter the Closing Date. In no event shall Notwithstanding the foregoing: (A) neither Z Del nor JNB will be entitled to indemnity from Bank be liable (under the indemnification provisions of this Agreement or otherwise) with respect to any loss, liability, cost, damage or expense caused by claims for indemnification under Section 10.2(b)(i) hereunder and under Section 10.2(b)(i) of the Merger Agreement unless and until the aggregate of all such claims for indemnification exceed the sum of $5,000,000.00 of Losses (as a breach by the Bank of any of its obligations under single aggregate amount for both this Agreement and the Merger Agreement and not an individual amount as to each such agreement) incurred or suffered by Z Del or JNB of a breach type otherwise indemnifiable pursuant to Section 10.2(b)(i) of any this Agreement, in the case of claims hereunder, and Section 10.2(b)(i) of the Bank's representations and warranties contained herein that was not reported by Total to Merger Agreement, in the Bank within 90 days after such failure to perform is known or reasonably should be known by Total. In no event shall the Bank be liable (case of claims under the indemnification provisions of this Agreement or otherwise) for punitive damages unless total has been determined to Merger Agreement, at which time Bank shall be liable to a third party not an Affiliate Z Del and JNB for such amounts in excess of Total such $5,000,000.00; provided however, that neither Z Del nor JNB will be entitled to indemnity from Bank with respect to claims for any act or omission for which the Bank is otherwise obligated to indemnify Total indemnification under Section 10.2(b)(i) hereunder and which results under Section 10.2(b)(i) of the Merger Agreement in punitive damages payable excess of the Purchase Price hereunder; (B) Z Del and JNB will be entitled to indemnity from Bank, without limitation, with respect to claims for indemnification under Sections 10.2(b)(ii) and 10.2(b)(iii) hereunder and under Sections 10.2(b)(ii) and 10.2(b)(iii) of the Merger Agreement for all Losses incurred or suffered by total Z Del or JNB of a type otherwise indemnifiable pursuant to such third partySections 10.2(b)(ii) and 10.2(b)(iii) of this Agreement, in the case of claims hereunder, and Sections 10.2(b)(ii) and 10.2(b)(iii) of the Merger Agreement, in the case of claims under the Merger Agreement.