Common use of By Provider Clause in Contracts

By Provider. Subject to this Article 19 and Article 20, Provider will indemnify, defend and hold harmless BTC and the Lending Funds and their respective Affiliates, and their Affiliate’s respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) a material breach by Provider (in its capacity as Provider or any other capacity under this Agreement), any Provider Personnel of any of its obligations hereunder (including data protection, information security or confidentiality obligations), or under the Standard of Care; (b) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided by or on behalf of Provider (including by any of its Affiliates), including any Provider Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other developments created by any Provider Personnel or based upon the performance of the Services (collectively, the “Provider Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any Lending Fund or by a third party at the direction of a Lending Fund to the Provider Infringement Items; (ii) changes to the Provider Infringement Items recommended by Provider and not made due to a request from any Lending Fund, provided that Provider has notified such Lending Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Lending Fund to so implement following such notification; (iii) any Lending Fund’s combination of the Provider Infringement Items with products or services not provided or approved in writing by Provider, except to the extent such combination arises out of any Lending Fund’s use of the Provider Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Lending Fund (except in the event that Provider, at the time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such designs or specifications are implemented); or (v) use or distribution by a Lending Fund of any of the Provider Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement; (c) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former Provider Personnel, arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or other similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of Provider; (iii) any claim relating to any violation by Provider, its Affiliates, or their respective officers, directors, employees, representatives or agents of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Lending Fund is an employer or joint employer of any such prospective, then-current or former employee of Provider. (d) the failure by Provider to obtain, maintain, or comply with any governmental approvals as required under this Agreement or Provider Laws; (e) such other failures as otherwise agreed by the Parties from time to time; (f) claims by any Governmental Authority against a Lending Fund or a shareholder for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with Provider’s failure to perform its responsibilities under this Agreement, or claims by third parties arising from such claims by Governmental Authorities (except to the extent a Lending Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (g) claims by clients of Provider relating to services, products or systems provided by Provider to such client(s) in a shared or leveraged environment; (h) any claim relating to the handling and processing of any and all immigration and employment related issues and requirements arising in connection with the Provider Personnel (whether located in the United States or elsewhere); (i) any third party claim based on or arising out of negligence, fraud or willful acts or omissions of or by Provider or Provider Personnel with respect to the performance of the Services; (j) any claim initiated by an Affiliate of Provider asserting rights in connection herewith; or (k) other claims as otherwise agreed by the Parties from time to time.

By Provider. Subject to this Article 19 21 and Article 2022, Provider will indemnify, defend and hold harmless BTC BFA and the Lending Funds BFA Recipients and their respective Affiliates, and their and their Affiliate’s respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“Losses”) Losses arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) a material breach by Provider (in its capacity as Provider or any other capacity under this Agreement)Provider, any Provider Personnel or any Subcontractor of any of its Provider’s obligations hereunder (including data protection, information security or confidentiality obligations), or under of the Standard of Care;, except to the extent that such Losses arise out the negligence, bad faith, actual fraud or willful misconduct of BFA, any BFA Recipient or their respective Affiliates, or of any Third Party Provider; Master Services Agreement CONFIDENTIAL (b) [Reserved] (c) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided by or on behalf of Provider (including by any of its AffiliatesAffiliates or Subcontractors), including any Provider Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other developments created by any Provider Personnel or based upon the performance of the Services (collectively, the “Provider Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any Lending Fund BFA Recipient or by a third party at the direction of a Lending Fund BFA Recipient to the Provider Infringement Items; (ii) changes to the Provider Infringement Items recommended by Provider and not made due to a request from any Lending FundBFA Recipient, provided that Provider has notified such Lending Fund BFA Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Lending Fund BFA Recipient to so implement following such notification; (iii) any Lending FundBFA Recipient’s combination of the Provider Infringement Items with products or services not provided or approved in writing by Provider, except to the extent such combination arises out of any Lending FundBFA Recipient’s use of the Provider Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Lending Fund BFA Recipient (except in the event that Provider, at the time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such designs or specifications are implemented); or (v) use or distribution by a Lending Fund BFA Recipient of any of the Provider Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement; (cd) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former Provider Personnel, arising from or in connection herewith, including: (ivi) any claim arising under occupational health and safety, worker’s compensation or other similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of Provider; (iii) any claim relating to any violation by Provider, its Affiliates, or their respective officers, directors, employees, representatives or agents of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Lending Fund is an employer or joint employer of any such prospective, then-current or former employee of Provider. (d) the failure by Provider to obtain, maintain, or comply with any governmental approvals as required under this Agreement or Provider Laws; (e) such other failures as otherwise agreed by the Parties from time to time; (f) claims by any Governmental Authority against a Lending Fund or a shareholder for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with Provider’s failure to perform its responsibilities under this Agreement, or claims by third parties arising from such claims by Governmental Authorities (except to the extent a Lending Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (g) claims by clients of Provider relating to services, products or systems provided by Provider to such client(s) in a shared or leveraged environment; (h) any claim relating to the handling and processing of any and all immigration and employment related issues and requirements arising in connection with the Provider Personnel (whether located in the United States or elsewhere); (i) any third party claim based on or arising out of negligence, fraud or willful acts or omissions of or by Provider or Provider Personnel with respect to the performance of the Services; (j) any claim initiated by an Affiliate of Provider asserting rights in connection herewith; or (k) other claims as otherwise agreed by the Parties from time to time.

By Provider. Subject to this Article 19 21 and Article 2022, Provider will indemnify, defend and hold harmless BTC BFA and the Lending Funds BFA Recipients and their respective Affiliates, and their and their Affiliate’s respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) a material breach by Provider (in its capacity as Provider Provider, Foreign Custody Manager or any other capacity under this Agreement), any Provider Personnel or any Subcontractor of any of its obligations hereunder (including data protection, information security or confidentiality obligations), under any Sub-Custodian Agreement or under the Standard of Care; (b) other than as provided in Section 3.7(b) any action or omission to act by (i) a Sub-Custodian that is an Affiliate of Provider or (ii) a Sub-Custodian that is not an Affiliate of Provider and was selected, retained, monitored or used by Provider with the failure to exercise the required Standard of Care; (c) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided by or on behalf of Provider (including by any of its AffiliatesAffiliates or Subcontractors), including any Provider Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other developments created by any Provider Personnel or based upon the performance of the Services (collectively, the “Provider Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any Lending Fund BFA Recipient or by a third party at the direction of a Lending Fund BFA Recipient to the Provider Infringement Items; (ii) changes to the Provider Infringement Items recommended by Provider and not made due to a request from any Lending FundBFA Recipient, provided that Provider has notified such Lending Fund BFA Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Lending Fund BFA Recipient to so implement following such notification; (iii) any Lending FundBFA Recipient’s combination of the Provider Infringement Items with products or services not provided or approved in writing by Provider, except to the extent such combination arises out of any Lending FundBFA Recipient’s use of the Provider Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Lending Fund BFA Recipient (except in the event that Provider, at the time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such designs or specifications are implemented); or (v) use or distribution by a Lending Fund BFA Recipient of any of the Provider Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement; (cd) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former Provider Personnel, arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or other similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of Provider; (iii) any claim relating to any violation by Provider, its Affiliates, or their respective officers, directors, employees, representatives or agents of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Lending Fund BFA Recipient is an employer or joint employer of any such prospective, then-current or former employee of Provider. (de) the failure by Provider to obtain, maintain, or comply with any governmental approvals as required under this Agreement or Provider Laws; (ef) such other failures as otherwise agreed by the Parties from time to time; (fg) claims by any Governmental Authority against a Lending Fund BFA Recipient or a shareholder for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with Provider’s failure to perform its responsibilities under this Agreement, or claims by third parties arising from such claims by Governmental Authorities (except to the extent a Lending Fund BFA Recipient is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (gh) claims by clients of Provider relating to services, products or systems provided by Provider or a Subcontractor to such client(s) in a shared or leveraged environment; (hi) any claim relating to the handling and processing of any and all immigration and employment related issues and requirements arising in connection with the Provider Personnel (whether located in the United States or elsewhere); (ij) any third party claim based on or arising out of negligence, fraud or willful acts or omissions of or by Provider or Provider Personnel with respect to the performance of the Services; (jk) any claim initiated by an Affiliate or potential or actual Subcontractor of Provider asserting rights in connection herewith; or (kl) other claims as otherwise agreed by the Parties from time to time.

By Provider. Subject to this Article 19 and Article 20, Provider will indemnify, defend Subscriber and hold harmless BTC and the Lending Funds and their respective Affiliates, and their Affiliate’s its respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) employees (“LossesSubscriber Indemnified Parties”) arising from or in connection with and against any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) a material breach by Provider (in its capacity as Provider or any other capacity under this Agreement)claims, any Provider Personnel of any of its obligations hereunder (including data protectiondemands, information security or confidentiality obligations)proceedings, investigations, or under the Standard of Care; (b) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided by or on behalf of Provider (including by any of its Affiliates)suits, including any Provider Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other developments created by any Provider Personnel or based upon the performance of the Services (collectively, the “Provider Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any Lending Fund or brought by a third party at the direction of a Lending Fund to the Provider Infringement Items; (ii) changes to the Provider Infringement Items recommended by Provider and not made due to a request from any Lending Fund, provided alleging that Provider has notified such Lending Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Lending Fund to so implement following such notification; (iii) any Lending Fund’s combination of the Provider Infringement Items with products or services not provided or approved in writing by Provider, except to the extent such combination arises out of any Lending FundSubscriber’s use of the Services or Customizations in accordance with this Agreement infringes any third party intellectual property rights (each, a “Claim Against Subscriber”). Provider Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs will indemnify Subscriber Indemnified Parties for any finally awarded damages or specifications that in themselves infringe and that are provided by or at the direction of any Lending Fund (except in the event that Provider, at the time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such designs or specifications are implemented); or (v) use or distribution by a Lending Fund of any of the Provider Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement; (c) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former Provider Personnel, arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or other similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of Provider; (iii) any claim relating to any violation by Provider, its Affiliates, or their respective officers, directors, employees, representatives or agents of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Lending Fund is an employer or joint employer of any such prospective, then-current or former employee of Provider. (d) the failure settlement amount approved by Provider to obtain, maintain, or comply with any governmental approvals as required under this Agreement or Provider Laws; (e) such other failures as otherwise agreed by the Parties from time to time; (f) claims by any Governmental Authority against a Lending Fund or a shareholder for fines, penalties, sanctions, late fees or other remedies in writing to the extent arising from or in connection a Claim Against Subscriber, and any reasonable attorneys’ fees of Subscriber associated with Provider’s failure initially responding to perform its responsibilities a Claim Against Subscriber. Notwithstanding the foregoing, Provider will have no obligation under this Agreement, or claims by third parties arising from such claims by Governmental Authorities (except Section 11.1 to the extent a Lending Fund is any Claim Against Subscriber arises from: (a) Subscriber’s use of the Services or Customizations in combination with technology or services not permitted as a matter provided by Provider, if the Services or Customizations or use thereof would not infringe without such combination; (b) Subscriber Content; (c) Provider’s compliance with designs, specifications, or instructions provided in writing by Subscriber if such infringement would not have occurred but for such designs, specifications, or instructions; or (d) use of public policy to have such an indemnity for financial penalties arising from criminal actions); (g) claims the Services or Customizations by clients of Provider relating to services, products or systems provided Subscriber after notice by Provider to such client(s) in discontinue use. If Subscriber is enjoined or otherwise prohibited from using any of the Services or Customizations or a shared or leveraged environment; (h) any claim relating to the handling and processing of any and all immigration and employment related issues and requirements arising in connection with the Provider Personnel (whether located in the United States or elsewhere); (i) any third party claim portion thereof based on or arising out of negligencea Claim Against Subscriber, fraud or willful acts or omissions of or by then Provider or Provider Personnel with respect will, at Provider’s sole expense and option, either: (x) obtain for Subscriber the right to use the performance allegedly infringing portions of the Services; Service or Customizations; (jy) any claim initiated by an Affiliate modify the allegedly infringing portion of the Service or Customizations so as to render it non- infringing without substantially diminishing or impairing its functionality; or (z) replace the allegedly infringing portions of the Service or Customizations with non- infringing items of substantially similar functionality. If Provider asserting rights in connection herewith; or (k) other claims as otherwise agreed by determines that the Parties from time to timeforegoing remedies are not commercially reasonable or possible, then Provider may terminate this Agreement and issue a refund of prepaid fees covering the terminated portion of the applicable Service.

By Provider. Subject to this Article 19 21 and Article 2022, Provider will indemnify, defend and hold harmless BTC BFA and the Lending Funds BFA Recipients and their respective Affiliates, and their and their Affiliate’s respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“Losses”) arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) a material breach by Provider (in its capacity as Provider Provider, Foreign Custody Manager or any other capacity under this Agreement), any Provider Personnel or any Subcontractor of any of its obligations hereunder (including data protection, information security or confidentiality obligations), under any Sub-Custodian Agreement or under the Standard of Care; (b) other than as provided in Section 3.7(b), any action or omission to act by (i) a Sub-Custodian that is an Affiliate of Provider or (ii) a Sub-Custodian that is not an Affiliate of Provider and was selected, retained, monitored or used by Provider with the failure to exercise the required Standard of Care; Master Services Agreement 73 (c) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided by or on behalf of Provider (including by any of its AffiliatesAffiliates or Subcontractors), including any Provider Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other developments created by any Provider Personnel or based upon the performance of the Services (collectively, the “Provider Infringement Items”), ) except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any Lending Fund BFA Recipient or by a third party at the direction of a Lending Fund BFA Recipient to the Provider Infringement Items; (ii) changes to the Provider Infringement Items recommended by Provider and not made due to a request from any Lending FundBFA Recipient, provided that Provider has notified such Lending Fund BFA Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Lending Fund BFA Recipient to so implement following such notification; (iii) any Lending FundBFA Recipient’s combination of the Provider Infringement Items with products or services not provided or approved in writing by Provider, except to the extent such combination arises out of any Lending FundBFA Recipient’s use of the Provider Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Lending Fund BFA Recipient (except in the event that Provider, at the time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such designs or specifications are implemented); or (v) use or distribution by a Lending Fund BFA Recipient of any of the Provider Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement; (c) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former Provider Personnel, arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or other similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of Provider; (iii) any claim relating to any violation by Provider, its Affiliates, or their respective officers, directors, employees, representatives or agents of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Lending Fund is an employer or joint employer of any such prospective, then-current or former employee of Provider. (d) the failure by Provider to obtain, maintain, or comply with any governmental approvals as required under this Agreement or Provider Laws; (e) such other failures as otherwise agreed by the Parties from time to time; (f) claims by any Governmental Authority against a Lending Fund or a shareholder for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with Provider’s failure to perform its responsibilities under this Agreement, or claims by third parties arising from such claims by Governmental Authorities (except to the extent a Lending Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (g) claims by clients of Provider relating to services, products or systems provided by Provider to such client(s) in a shared or leveraged environment; (h) any claim relating to the handling and processing of any and all immigration and employment related issues and requirements arising in connection with the Provider Personnel (whether located in the United States or elsewhere); (i) any third party claim based on or arising out of negligence, fraud or willful acts or omissions of or by Provider or Provider Personnel with respect to the performance of the Services; (j) any claim initiated by an Affiliate of Provider asserting rights in connection herewith; or (k) other claims as otherwise agreed by the Parties from time to time.

By Provider. Subject to this Article 19 21 and Article 2022, Provider will indemnify, defend and hold harmless BTC BFA and the Lending Funds BFA Recipients and their respective Affiliates, and their and their Affiliate’s respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“Losses”) Losses arising from or in connection with any third party claim or threatened third party claim to the extent that such Losses are based on or arising out of any of the following: (a) a material breach by Provider (in its capacity as Provider or any other capacity under this Agreement)Provider, any Provider Personnel or any Subcontractor of any of its Provider’s obligations hereunder (including data protection, information security or confidentiality obligations), or under of the Standard of Care;, except to the extent that such Losses arise out the negligence, bad faith, actual fraud or willful misconduct of BFA, any BFA Recipient or their respective Affiliates, or of any Third Party Provider; Master Services Agreement (b) [Reserved] (c) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided by or on behalf of Provider (including by any of its AffiliatesAffiliates or Subcontractors), including any Provider Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other developments created by any Provider Personnel or based upon the performance of the Services (collectively, the “Provider Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any Lending Fund BFA Recipient or by a third party at the direction of a Lending Fund BFA Recipient to the Provider Infringement Items; (ii) changes to the Provider Infringement Items recommended by Provider and not made due to a request from any Lending FundBFA Recipient, provided that Provider has notified such Lending Fund BFA Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Lending Fund BFA Recipient to so implement following such notification; (iii) any Lending FundBFA Recipient’s combination of the Provider Infringement Items with products or services not provided or approved in writing by Provider, except to the extent such combination arises out of any Lending FundBFA Recipient’s use of the Provider Infringement Items in a manner consistent with the applicable business requirements documentation; (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any Lending Fund BFA Recipient (except in the event that Provider, at the time of receiving such direction, knows or reasonably should know that an infringement or misappropriation would occur if such designs or specifications are implemented); or (v) use or distribution by a Lending Fund BFA Recipient of any of the Provider Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement; (cd) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former Provider Personnel, arising from or in connection herewith, including: (ivi) any claim arising under occupational health and safety, worker’s compensation or other similar applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of Provider; (iii) any claim relating to any violation by Provider, its Affiliates, or their respective officers, directors, employees, representatives or agents of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that such Lending Fund is an employer or joint employer of any such prospective, then-current or former employee of Provider. (d) the failure by Provider to obtain, maintain, or comply with any governmental approvals as required under this Agreement or Provider Laws; (e) such other failures as otherwise agreed by the Parties from time to time; (f) claims by any Governmental Authority against a Lending Fund or a shareholder for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with Provider’s failure to perform its responsibilities under this Agreement, or claims by third parties arising from such claims by Governmental Authorities (except to the extent a Lending Fund is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (g) claims by clients of Provider relating to services, products or systems provided by Provider to such client(s) in a shared or leveraged environment; (h) any claim relating to the handling and processing of any and all immigration and employment related issues and requirements arising in connection with the Provider Personnel (whether located in the United States or elsewhere); (i) any third party claim based on or arising out of negligence, fraud or willful acts or omissions of or by Provider or Provider Personnel with respect to the performance of the Services; (j) any claim initiated by an Affiliate of Provider asserting rights in connection herewith; or (k) other claims as otherwise agreed by the Parties from time to time.