Common use of Right to Grant Rights; No Infringement; BNYM Indemnification Clause in Contracts

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's ’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim, subject to the agreement of the Company to any settlement that does not release the Company from all liability. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's ’s breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's ’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's ’s breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's ’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten twenty (1020) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's ’s breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by the Company or by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination by the Company of a Proprietary Item with any item, service, process or data not provided or authorized by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) Company’s use of third party software not recommended by BNYM or the Company’s use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) business days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim, subject to the agreement of the Company to any settlement that does not release the Company from all liability. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warrantywarranty or any claim that Company’s permitted use of the Licensed System infringes the United States patent or copyright or any trade secret or other proprietary right of any person. BNYM Company shall have no liability or obligation under this Section 5.1 unless Company gives give written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows allow BNYM to have sole control of the defense or settlement of the claim. BNYM shall not enter into any stipulated judgement or settlement that purports to bind Company without Company’s prior written consent, which shall not be unreasonably withheld. The remedies provided in this Section 5.1 (other than Company’s right, where provided for, to terminate this Schedule C and the Main Agreement, without payment of Early Termination Fee or other penalty) are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed Confidential And Proprietary Execution Version System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. BNYM shall provide one of the foregoing remedies within sixty (60) days’ of notice of the claim. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, indemnify and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events, subject to the remainder of this Section 5.1(b). With respect to third party claims: (i) BNYM shall have sole control of the defense or settlement of the claim but shall not enter into any stipulated judgement or settlement that purports to bind Company without the Company's prior written consent, which shall not be unreasonably withheld; (ii) BNYM shall give the Company written notice within ten (10) days of receiving the claim in writing (provided that later notice shall relieve Company of its liability and obligations under this Section 5.1 only to the extent that Company is prejudiced by such later notice); and (iii) subject to clause (i), Company shall be entitled to participate at its expense in the defense with counsel of its choosing.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warrantywarranty or any claim that Company’s permitted use of the Licensed System infringes the United States patent or copyright or any trade secret or other proprietary right of any person. BNYM Company shall have no liability or obligation under this Section 5.1 unless Company gives give written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows allow BNYM to have sole control of the defense or settlement of the claim. BNYM shall not enter into any stipulated judgement or settlement that purports to bind Company without Company’s prior written consent, which shall not be unreasonably withheld. The remedies provided in this Section 5.1 (other than Company’s right, where provided for, to terminate this Schedule C and the Main Agreement, without payment of Early Termination Fee or other penalty) are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed Confidential And Proprietary Execution Version System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. BNYM shall provide one of the foregoing remedies within sixty (60) days’ of notice of the claim. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, indemnify and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events, subject to the remainder of this Section 5.1(b). With respect to third party claims: (i) BNYM shall have sole control of the defense or settlement of the claim but shall not enter into any stipulated judgement or settlement that purports to bind Company without the Company's prior written consent, which shall not be unreasonably withheld; (ii) BNYM shall give the Company written notice within ten (10) days of receiving the claim in writing (provided that later notice shall relieve Company of its liability and obligations under this Section 5.1 only to the extent that Company is prejudiced by such later notice); and (iii) subject to clause (i), Company shall be entitled to participate at its expense in the defense with counsel of its choosing.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's ’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule Exhibit C or Company's ’s breach of this Schedule Exhibit C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's ’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warrantywarranty or any claim that Company’s permitted use of the Licensed System infringes the United States patent or copyright or any trade secret or other proprietary right of any person. BNYM Company shall have no liability or obligation under this Section 5.1 unless Company gives give written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows allow BNYM to have sole control of the defense or settlement of the claim. BNYM shall not enter into any stipulated judgement or settlement that purports to bind Company without Company’s prior written consent, which shall not be unreasonably withheld. The remedies provided in this Section 5.1 (other than Company’s right, where provided for, to terminate this Schedule C and the Main Agreement, without payment of Early Termination Fee or other penalty) are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed Confidential And Proprietary Execution Version System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. BNYM shall provide one of the foregoing remedies within sixty (60) days’ of notice of the claim. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's ’s breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, indemnify and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events, subject to the remainder of this Section 5.1(b). With respect to third party claims: (i) BNYM shall have sole control of the defense or settlement of the claim but shall not enter into any stipulated judgement or settlement that purports to bind Company without the Company’s prior written consent, which shall not be unreasonably withheld; (ii) BNYM shall give the Company written notice within ten (10) days of receiving the claim in writing (provided that later notice shall relieve Company of its liability and obligations under this Section 5.1 only to the extent that Company is prejudiced by such later notice); and (iii) subject to clause (i), Company shall be entitled to participate at its expense in the defense with counsel of its choosing.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's ’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) business days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company in a court of law or equity and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's ’s breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM BNYM, a Third Party Provider acting on BNYM’s behalf, or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-third- party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C B or Company's breach of this Schedule CB; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warrantywarranty or any claim that Company’s permitted use of the Licensed System infringes the United States patent or copyright or any trade secret or other proprietary right of any person. BNYM Company shall have no liability or obligation under this Section 5.1 unless Company gives give written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows allow BNYM to have sole control of the defense or settlement of the claim. BNYM shall not enter into any stipulated judgement or settlement that purports to bind Company without Company’s prior written consent, which shall not be unreasonably withheld. The remedies provided in this Section 5.1 (other than Company’s right, where provided for, to terminate this Schedule C and the Main Agreement, without payment of Early Termination Fee or other penalty) are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. Confidential And Proprietary Execution Version BNYM shall provide one of the foregoing remedies within sixty (60) days’ of notice of the claim. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, indemnify and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events, subject to the remainder of this Section 5.1(b). With respect to third party claims: (i) BNYM shall have sole control of the defense or settlement of the claim but shall not enter into any stipulated judgement or settlement that purports to bind Company without the Company's prior written consent, which shall not be unreasonably withheld; (ii) BNYM shall give the Company written notice within ten (10) days of receiving the claim in writing (provided that later notice shall relieve Company of its liability and obligations under this Section 5.1 only to the extent that Company is prejudiced by such later notice); and (iii) subject to clause (i), Company shall be entitled to participate at its expense in the defense with counsel of its choosing.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's ’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim, subject to the agreement of the Company to any settlement that does not release the Company from all liability. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C B or Company's ’s breach of this Schedule CB; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. Faults (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's ’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) business days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company in a court of law or equity and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's ’s breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM BNYM, a Third Party Provider acting on BNYM’s behalf, or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company and its Related Entities against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's ’s breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's ’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim, subject to the agreement of the Company to any settlement that does not release the Company from all liability. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's ’s breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, Confidential And Proprietary Execution Version (3) and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Right to Grant Rights; No Infringement; BNYM Indemnification. (a) BNYM warrants to Company that BNYM has the full legal right to grant Company the right to use the Licensed System, as and to the extent permitted under this Agreement, and that the Licensed System when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM's knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the sole remedies for a breach of the warranty contained in this Section 5.1. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, limit or terminate the Licensed Rights with respect to the infringing part of the Licensed System and refund any fees paid by the Company with respect to future periods affected by such limitation or termination. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Schedule C or Company's breach of this Schedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source Confidential And Proprietary Execution Version software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults. (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.