Common use of By State Street Clause in Contracts

By State Street. State Street will indemnify, defend and hold harmless the applicable BTC Recipient, its Affiliates, and their 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) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such BTC Recipient is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “State Street Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any BTC Recipient or by a third party at the direction of a BTC Recipient to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any BTC Recipient, provided that State Street has notified such BTC Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such BTC Recipient to so implement following such notification; (iii) any BTC Recipient’s combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any BTC Recipient’s use of the State Street 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 BTC Recipient (except in the event of a knowing infringement by State Street); or (v) use by a BTC Recipient of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement or any Service Module. (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a BTC Recipient is a signatory, including: (i) any claim arising under occupational health and safety, worker’s compensation, ERISA or other applicable Law; Master Services Agreement 45 BTC | State Street CONFIDENTIAL (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street;

By State Street. State Street will indemnify, defend and hold harmless the applicable BTC BFA Recipient, its Affiliates, and their 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) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such BTC BFA Recipient is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “State Street Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any BTC BFA Recipient or by a third party at the direction of a BTC BFA Recipient to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any BTC BFA Recipient, provided that State Street has notified such BTC BFA Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such BTC BFA Recipient to so implement following such notification; (iii) any BTC BFA Recipient’s combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any BTC BFA Recipient’s use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation; ; Information Classification: Confidential (iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any BTC BFA Recipient (except in the event of a knowing infringement by State Street); or (v) use by a BTC Recipient of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement or any Service Module. (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a BTC Recipient is a signatory, including: (i) any claim arising under occupational health and safety, worker’s compensation, ERISA or other applicable Law; Master Services Agreement 45 BTC | State Street CONFIDENTIAL (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street;

By State Street. State Street will indemnify, defend and hold harmless the applicable BTC Recipient, its Affiliates, and their 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) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such BTC Recipient is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “State Street Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any BTC Recipient or by a third party at the direction of a BTC Recipient to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any BTC Recipient, provided that State Street has notified such BTC Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such BTC Recipient to so implement following such notification; (iii) any BTC Recipient’s combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any BTC Recipient’s use of the State Street 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 BTC Recipient (except in the event of a knowing infringement by State Street); or (v) use by a BTC Recipient of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement or any Service Module. (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a BTC Recipient is a signatory, including: : Master Services Agreement 45 BTC | State Street CONFIDENTIAL (i) any claim arising under occupational health and safety, worker’s compensation, ERISA or other applicable Law; Master Services Agreement 45 BTC | State Street CONFIDENTIAL (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street;

By State Street. State Street will indemnify, defend and hold harmless the applicable BTC Recipient, its Affiliates, and their 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) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such BTC Recipient is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “State Street Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any BTC Recipient or by a third party at the direction of a BTC Recipient to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any BTC Recipient, provided that State Street has notified such BTC Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such BTC Recipient to so implement following such notification; (iii) any BTC Recipient’s combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any BTC Recipient’s use of the State Street 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 BTC Recipient (except in the event of a knowing infringement by State Street); or (v) use by a BTC Recipient of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement or any Service Module. (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a BTC Recipient is a signatory, including: (i) any claim arising under occupational health and safety, worker’s compensation, ERISA or other applicable Law; Master Services Agreement 45 BTC | State Street CONFIDENTIAL Street (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its 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 BTC Recipient is an employer or joint employer of any such prospective, then-current or former employees of State Street. (d) the failure by State Street to obtain, maintain, or comply with any governmental approvals as required under this Agreement and/or a Service Module to which such BTC Recipient is a signatory or such other failures as otherwise agreed by the Parties from time to time; (e) claims by third parties arising from claims by governmental authorities against such Customer for fines, penalties, sanctions, late fees or other remedies to the extent arising from or in connection with State Street’s failure to perform its responsibilities under this Agreement or any Service Module (except to the extent a BGI Recipient is not permitted as a matter of public policy to have such an indemnity for financial penalties arising from criminal actions); (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such BTC Recipient is a signatory; or (h) other claims as otherwise agreed by the Parties from time to time.

By State Street. State Street will indemnify, defend and hold harmless the applicable BTC Recipient, its Affiliates, and their 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) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such BTC Recipient is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “"State Street Infringement Items”"), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any BTC Recipient or by a third party at the direction of a BTC Recipient to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any BTC Recipient, provided that State Street has notified such BTC Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such BTC Recipient to so implement following such notification;; Master Services Agreement 44 BTC | State Street (iii) any BTC Recipient’s 's combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any BTC Recipient’s 's use of the State Street 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 BTC Recipient (except in the event of a knowing infringement by State Street); or (v) use by a BTC Recipient of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement or any Service Module. (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a BTC Recipient is a signatory, including: (i) any claim arising under occupational health and safety, worker’s 's compensation, ERISA or other applicable Law; Master Services Agreement 45 BTC | State Street CONFIDENTIAL ; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its 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 BTC Recipient is an employer or joint employer of any such prospective, then-current or former employees of State Street. (d) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; or (e) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such BTC Recipient is a signatory.

By State Street. State Street will indemnify, defend and hold harmless the applicable BTC BGI Recipient, its Affiliates, and their 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) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such BTC BGI Recipient is a signatory; (b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “"State Street Infringement Items”"), except to the extent that such infringement or misappropriation relates to or results from: (i) changes made by any BTC BGI Recipient or by a third party at the direction of a BTC BGI Recipient to the State Street Infringement Items; (ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any BTC BGI Recipient, provided that State Street has notified such BTC BGI Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such BTC BGI Recipient to so implement following such notification; (iii) any BTC BGI Recipient’s 's combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any BTC BGI Recipient’s 's use of the State Street 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 BTC BGI Recipient (except in the event of a knowing infringement by State Street); oror Master Services Agreement 44 BGI | State Street CONFIDENTIAL Portions of this agreement have been omitted pursuant to a request for confidential treatment request by BlackRock Institutional Trust Company, N.A. and have been filed separately with the Securities Exchange Commission. (v) use by a BTC BGI Recipient of any of the State Street Infringement Items in a manner that is not consistent with the applicable business requirements documentation or otherwise not permitted under this Agreement or any Service Module. (c) any claim or action by, on behalf of, or related to, any prospective, then-current or former employees of State Street, arising from or in connection with a Service Module to which a BTC BGI Recipient is a signatory, including: (i) any claim arising under occupational health and safety, worker’s 's compensation, ERISA or other applicable Law; Master Services Agreement 45 BTC | State Street CONFIDENTIAL ; (ii) any claim arising from the interview or hiring practices, actions or omissions of employees of State Street; (iii) any claim relating to any violation by employees of State Street, or its 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 BGI Recipient is an employer or joint employer of any such prospective, then-current or former employees of State Street. (d) [CONFIDENTIAL TREATMENT REQUESTED] (e) [CONFIDENTIAL TREATMENT REQUESTED] (f) claims by clients of State Street relating to services, products or systems provided by State Street or a Subcontractor to such client(s) in a shared or leveraged environment; or (g) any claim initiated by an Affiliate or potential or actual Subcontractor of State Street asserting rights in connection with a Service Module to which such BGI Recipient is a signatory.