Common use of Infringement Remedy Clause in Contracts

Infringement Remedy. (a) If any item or process used by State Street to provide the Services and made available to the BTC Recipients becomes, or in its reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, State Street will use Commercially Reasonable Efforts to, in its sole discretion, take the following actions at no additional charge to such BTC Recipient as soon as reasonably practicable: (i) secure the right to continue using the item or process; or (ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect, if neither (i) nor (ii) is available to State Street on commercially reasonable terms, remove the item or process from the Services and equitably reduce State Street’s charges to reflect such removal, provided that no such removal will diminish the scope of State Street’s obligation to perform the Services hereunder or under a Service Module. (b) State Street’s obligations in this Section and its related indemnification obligations under Section 17.1(b) shall be the affected BTC Recipient’s sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 17.4 will limit a BTC Recipient’s ability to seek remedies for State Street’s failure to provide the Services under this Agreement or the Service Modules. Master Services Agreement 47 BTC | State Street CONFIDENTIAL

Infringement Remedy. (a) If any item or process used by State Street to provide the Services and made available to the BTC BFA Recipients becomes, or in its reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, State Street will use Commercially Reasonable Efforts to, in its sole discretion, take the following actions at no additional charge to such BTC BFA Recipient as soon as reasonably practicable: (i) secure the right to continue using the item or process; or (ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect, Information Classification: Confidential Master Services Agreement -00- XXX-Xxxxx Xxxxxx Xxxxxxxxxxxx if neither (i) nor (ii) is available to State Street on commercially reasonable terms, remove the item or process from the Services and equitably reduce State Street’s charges to reflect such removal, provided that no such removal will diminish the scope of State Street’s obligation to perform the Services hereunder or under a Service Module. (b) State Street’s obligations in this Section and its related indemnification obligations under Section 17.1(b) shall be the affected BTC BFA Recipient’s sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 17.4 will limit a BTC BFA Recipient’s ability to seek remedies for State Street’s failure to provide the Services under this Agreement or the Service Modules. Master Services Agreement 47 BTC | State Street CONFIDENTIAL.

Infringement Remedy. (a) If any item or process used by State Street to provide the Services and made available to the BTC Recipients becomes, or in its reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, State Street will use Commercially Reasonable Efforts to, in its sole discretion, take the following actions at no additional charge to such BTC Recipient as soon as reasonably practicable: (i) secure the right to continue using the item or process; or (ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect, if neither (i) nor (ii) is available to State Street on commercially reasonable terms, remove the item or process from the Services and equitably reduce State Street’s charges to reflect such removal, provided that no such removal will diminish the scope of State Street’s obligation to perform the Services hereunder or under a Service Module. (b) State Street’s obligations in this Section and its related indemnification obligations under Section 17.1(b) shall be the affected BTC Recipient’s sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 17.4 will limit a BTC Recipient’s ability to seek remedies for State Street’s failure to provide the Services under this Agreement or the Service Modules. Master Services Agreement 47 BTC | State Street CONFIDENTIALStreet

Infringement Remedy. (a) If any item or process used by State Street to provide the Services and made available to the BTC Recipients becomes, or in its reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, State Street will use Commercially Reasonable Efforts to, in its sole discretion, take the following actions at no additional charge to such BTC Recipient as soon as reasonably practicable: (i) secure the right to continue using the item or process; or (ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect, if neither (i) nor (ii) is available to State Street on commercially reasonable terms, remove the item or process from the Services and equitably reduce State Street’s 's charges to reflect such removal, provided that no such removal will diminish the scope of State Street’s 's obligation to perform the Services hereunder or under a Service Module.. Master Services Agreement 46 BTC | State Street (b) State Street’s 's obligations in this Section and its related indemnification obligations under Section 17.1(b) shall be the affected BTC Recipient’s 's sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 17.4 will limit a BTC Recipient’s 's ability to seek remedies for State Street’s 's failure to provide the Services under this Agreement or the Service Modules. Master Services Agreement 47 BTC | State Street CONFIDENTIAL.

Infringement Remedy. (a) If any item or process used by State Street to provide the Services and made available to the BTC BGI Recipients becomes, or in its reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, State Street will use Commercially Reasonable Efforts to, in its sole discretion, take the following actions at no additional charge to such BTC BGI Recipient as soon as reasonably practicable: (i) secure the right to continue using the item or process; or (ii) replace or modify the item or process to make it non-infringing, provided that the replacement or modification will not degrade performance or quality in any material respect, if neither (i) nor (ii) is available to State Street on commercially reasonable terms, remove the item or process from the Services and equitably reduce State Street’s 's charges to reflect such removal, provided that no such removal will diminish the scope of State Street’s 's obligation to perform the Services hereunder or under a Service Module. (b) State Street’s 's obligations in this Section and its related indemnification obligations under Section 17.1(b) shall be the affected BTC BGI Recipient’s 's sole rights and remedies in connection with infringement claims described herein. For the purposes of clarification, nothing in this Section 17.4 will limit a BTC BGI Recipient’s 's ability to seek remedies for State Street’s 's failure to provide the Services under this Agreement or the Service Modules. Master Services Agreement 47 BTC 46 BGI | State Street CONFIDENTIALCONFIDENTIAL 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.