Common use of Limited Warranties Clause in Contracts

Limited Warranties. State Street represents and warrants that it has the right to grant access to the Systems and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems and Remote Access Services are provided “AS IS”, and you and your Authorized Designees shall be solely responsible for the investment decisions, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. State Street will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of the Remote Access Services through any such System by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding. Should any such System or the Remote Access Services accessed thereby or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or copyright or trade secret laws of the United States, State Street shall have the right, at State Street’s sole option, to (i) procure for you the right to continue using such System or Remote Access Services, (ii) replace or modify such System or Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate access to the Remote Access Services without further obligation.

Limited Warranties. State Street represents and warrants that it is the owner of and/or has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-third party sources, sources and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you and your Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third party vendors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. State Street Infringement Xxxxx Xxxxxx will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of the Remote Access Services through any such System State Street proprietary systems by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding and allow State Street sole control over such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s 's sole option, to (i) procure for you the right to continue using such System or Remote Access Servicesthe State Street proprietary system, (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringing, or (iii) terminate access to the Remote Access Services this Addendum without further obligation. This section constitutes the sole remedy available to you for the matters described in this section. Provided, however, that in the event an action pursuant to this paragraph shall materially impair State Street’s ability to provide the services pursuant to the Agreement, you will have the right to terminate the Agreement without payment of any penalty or termination fee, upon 30 days’ written notice.

Limited Warranties. State Street represents and warrants that it is the owner of and/or has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-third party sources, sources and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you and your Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third party vendors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance non-performance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of the Remote Access Services through any such System State Street proprietary systems by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding and allow State Street sole control over such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s 's sole option, to (i) procure for you the right to continue using such System or Remote Access Servicesthe State Street proprietary system, (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringingno infringing, or (iii) terminate access to the Remote Access Services this Addendum without further obligation. This section constitutes the sole remedy available to you for the matters described in this section.

Limited Warranties. State Street represents and warrants that it is the owner of and has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third-third party sources, and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System and Remote Access Services, and you the Customer and your its Authorized Designees shall be solely responsible for use of the System and Remote Access Services and the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third party vendors will not be liable to you the Customer or your its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD PARTY VENDORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIEDIMPLIED INCLUDING, INCLUDING WITHOUT LIMITATION LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our optionState Street’s option settle, settle any third party claim or action brought against you the Funds, CMA and/or the Representatives, successors and permitted assigns of each and indemnify the Funds, CMA, their Representatives, successors or permitted assigns for any direct losses, expenses, damages, costs and liabilities to the extent that it is based upon the same arises directly from an assertion that access to any System developed and owned by State Street or use of any State Street proprietary system by the Remote Access Services through any such System by you Funds, CMA, their Representatives, successors or permitted assigns under this Addendum Agreement constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secretsecret provided that the Funds or CMA, as applicable, provided that you notify the Funds or CMA notifies State Street promptly in writing of any such claim or proceeding and cooperate proceeding, cooperates with State Street in the defense of such claim or proceedingproceeding and allows State Street sole control over such claim or action. State Street shall have no liability or obligation hereunder with respect to any infringement claim if such infringement is caused by (a) information or material submitted by the Funds, CMA, the Representatives, or successors or permitted assigns of either (b) use of any State Street proprietary system by the Funds or CMA in a manner other than for which the State Street proprietary system was designed, in violation of applicable law, rule or regulation or other than as permitted herein if such infringement would have been avoided but for such improper use; (c) compliance by State Street with the specifications, designs and requirements of the Funds, CMA, the Representatives, or successors or permitted assigns of either; (d) modification of any State Street proprietary system by any party other than State Street or a party under Xxxxx Xxxxxx’s control, or (e) the combination, operation or use of any State Street proprietary system with any third party product(s) or services where the infringement would not have occurred but for such combination, operation or use. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the exclusive right, at State Street’s sole option, to (i) procure for you the Funds or CMA the right to continue using such System or Remote Access Servicesthe State Street proprietary system(s), (ii) replace or modify such System or Remote Access Services the State Street proprietary system(s) so that the System or the Remote Access Services becomes as to be noninfringing, or (iii) terminate use or access of the State Street proprietary system by the Funds or CMA without further obligation. The terms of this section shall be the Funds’, CMA’s and their Representatives’, successors’ or permitted assigns’ sole and exclusive remedy against State Street as to any infringement claim relating to and State Street proprietary systems. Termination Any party to the Financial Reporting Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Financial Reporting Agreement. Use by the Funds, CMA and their Representatives, successors or permitted assigns of third party vendor systems is contingent upon compliance with terms and conditions of use imposed by such third parties and State Street’s continued access to, and use of, such third party vendor systems. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services without further obligationServices. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Limited Warranties. State Street represents and warrants that it is the owner of and/or has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you the Customer and your its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to you the Customer or your its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our its option, settle any claim or action brought against you the Customer to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of State Street proprietary systems by the Remote Access Services through any such System by you Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperate proceeding, cooperates with State Street in the defense of such claim or proceeding and allows Xxxxx Xxxxxx sole control over such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s sole option, to (i) procure for you the Customer the right to continue using such System or Remote Access Services, the State Street proprietary system (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringing, or (iii) terminate access to the Remote Access Services this Addendum without further obligation. This section constitutes the sole remedy available to the Customer for the matters described in this section.

Limited Warranties. State Street represents and warrants that it is the owner of and has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, sources and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you and your Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance under this Addendum Agreement arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUMAGREEMENT, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of the Remote Access Services through any such System State Street proprietary systems by you under this Addendum Agreement constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and proceeding, cooperate with State Street in the defense of such claim or proceeding and allow State Street sole control over such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s sole option, to (i) procure for you the right to continue using such System or Remote Access Servicesthe State Street proprietary system, (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringing, or (iii) terminate access to the Remote Access Services this Agreement without further obligation. This section constitutes the sole remedy available to you for the matters described in this section.

Limited Warranties. State Street represents and warrants that it has ------------------ the right to grant access to the Systems and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems and Remote Access Services are provided “"AS IS”", and you and your Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s 's control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. State Street will defend or, at our option, settle any ------------ claim or action brought against you to the extent that it is based upon an assertion that access to any proprietary System developed and owned by State Street or use of the Remote Access Services through any such proprietary System by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding. Should any such proprietary System or the Remote Access Services accessed thereby or any part thereof become, or in State Street’s 's opinion be likely to become, the subject of a claim of infringement or the like under the patent or copyright or trade secret laws of the United States, State Street shall have the right, at State Street’s 's sole option, to (i) procure for you the right to continue using such System or Remote Access Services, (ii) replace or modify such System or Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate access to the Remote Access Services without further obligation.

Limited Warranties. State Street represents and warrants that it has the right to grant access to the Systems and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems and Remote Access Services are provided “"AS IS”", and you the Customer and your its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to you the Customer or your its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s 's control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. State Street will defend or, at our its option, settle any claim or action brought against you the Customer to the extent that it is based upon an assertion that access to any proprietary System developed and owned by State Street or use of the Remote Access Services through any such proprietary System by you the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding. Should any such proprietary System or the Remote Access Services accessed thereby or any part thereof become, or in State Street’s 's opinion be likely to become, the subject of a claim of infringement or the like under the patent or copyright or trade secret laws of the United States, State Street shall have the right, at State Street’s 's sole option, to (i) procure for you the Customer the right to continue using such System or Remote Access Services, (ii) replace or modify such System or Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate access to the Remote Access Services without further obligation.. 34

Limited Warranties. State Street represents and warrants that it has the right to grant access to the Systems and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems and Remote Access Services are provided “AS IS”, and you and your Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. State Street will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any proprietary System developed and owned by State Street or use of the Remote Access Services through any such proprietary System by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding. Should any such proprietary System or the Remote Access Services accessed thereby or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or copyright or trade secret laws of the t he United States, State Street shall have the right, at State Street’s sole option, to (i) procure for you the right to continue using such System or Remote Access Services, (ii) replace or modify such System or Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate access to the Remote Access Services without further obligation.

Limited Warranties. State Street represents and warrants that it is the owner of and/or has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-third party sources, sources and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you and your Information Classification: Limited Access Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third party vendors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of the Remote Access Services through any such System State Street proprietary systems by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding and allow State Street sole control over such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s sole option, to (i) procure for you the right to continue using such System or Remote Access Servicesthe State Street proprietary system, (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringing, or (iii) terminate access to the Remote Access Services this Addendum without further obligation. This section constitutes the sole remedy available to you for the matters described in this section.

Limited Warranties. State Street represents and warrants that it is the owner of and has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-third party sources, and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”, and you the Customer and your its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to you the Customer or your its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access ServicesServi ces, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET STREET, FOR ITSELF AND ITS RELEVANT LICENSORS LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIEDIMPLIED INCLUDING, INCLUDING WITHOUT LIMITATION LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our option, settle any claim or action brought against you the Customer to the extent that it is based upon an assertion that access to any the System developed and owned by State Street or use of the Remote Access Services through any such System by you the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperate cooperates with State Street in the defense of such claim or proceeding. Should any such the System or the Remote Access Services accessed thereby or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the any applicable patent or copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s sole option, to (i) procure for you the Customer the right to continue using such the System or the Remote Access Services, (( ii) replace or modify such the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate access to the Remote Access Services this Addendum without further obligation.

Limited Warranties. State Street represents and warrants that it is the owner of and/or has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-third party sources, sources and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you and your Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third party vendors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of the Remote Access Services through any such System State Street proprietary systems by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding and allow State Street sole control over such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s sole option, to (i) procure for you the right to continue using such System or Remote Access Servicesthe State Street proprietary system, (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringing, or (iii) terminate access to the Remote Access Services this Addendum without further obligation.. This section constitutes the sole remedy available to you for the matters described in this section. Information Classification: Limited Access

Limited Warranties. State Street represents and warrants that it is the owner of and/or has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you the Customer and your its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to you the Customer or your its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our its option, settle any claim or action brought against you the Customer to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of State Street proprietary systems by the Remote Access Services through any such System by you Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperate proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s 's sole option, to (i) procure for you the Customer the right to continue using such System or Remote Access Services, the State Street proprietary system (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringing, or (iii) terminate access to the Remote Access Services this Addendum without further obligation. This section constitutes the sole remedy available to the Customer for the matters described in this section.

Limited Warranties. State Street represents and warrants that it is the owner of and/or has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you the Customer and your its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to you the Customer or your its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIEDIMPLIED INCLUDING, INCLUDING WITHOUT LIMITATION LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our its option, settle any claim or action brought against you the Customer to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of State Street proprietary systems by the Remote Access Services through any such System by you Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperate proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s 's sole option, to (i) procure for you the Customer the right to continue using such System or Remote Access Servicesthe State Street proprietary system, (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section. Termination Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days’ prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days’ notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. The Customer’s use of any third-party System is contingent upon its compliance with any terms of use of such system imposed by such third party and State Street’s continued access to, and use of, such third-party system. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services without further obligationServices. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Limited Warranties. State Street represents and warrants that it is the owner of and has the right to grant access to the Systems and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you and your Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. State Street will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of the Remote Access Services through any such System State Street proprietary systems by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s sole option, to (i) procure for you the right to continue using such System or Remote Access Servicesthe State Street proprietary system, (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringing, or (iii) terminate access to the Remote Access Services this Addendum without further obligation. This section constitutes the sole remedy available to you for the matters described in this section.

Limited Warranties. State Street represents and warrants that it is the owner of and/or has the right to grant access to the Systems System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems System and Remote Access Services are provided “AS IS”” without warranty express or implied including as to availability of the System, and you the Customer and your its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors and third-party vendors will not be liable to you the Customer or your its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems System or the Remote Access Services, nor shall either any party be responsible for delays or nonperformance under this Addendum to the extent arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. Infringement State Street will defend or, at our its option, settle any claim or action brought against you the Customer to the extent that it is based upon an assertion that access to any System developed and owned by State Street or use of State Street proprietary systems by the Remote Access Services through any such System by you Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperate cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should any such System or the Remote Access Services accessed thereby State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or any applicable patent, copyright or trade secret laws of the United Stateslaws, State Street shall have the right, at State Street’s sole option, to (i) procure for you the Customer the right to continue using such System or Remote Access Services, the State Street proprietary system (ii) replace or modify such System or Remote Access Services the State Street proprietary system so that the System or the Remote Access Services State Street proprietary system becomes noninfringing, or (iii) terminate access to the Remote Access Services this Addendum without further obligation. This section constitutes the sole remedy available to the Customer for the matters described in this section.

Limited Warranties. State Street represents and warrants Tenant hereby acknowledges that it has examined the right Property, the title thereto, the existing Tenancy Agreements in force at the Property, zoning which may be applicable thereto, if any, the applicable parking ordinance, the streets, sidewalks, parking areas, curbs and access ways adjoining them, any surface and subsurface conditions thereof, and the present uses and nonuses thereof, if any, and that it accepts each of them in its present condition or state, without restriction, representation, covenant or (except as is set forth in Section 16.03 below) warranty, express or implied, in fact or at law, by Landlord or any other person, and without recourse to grant access Landlord, as to any appurtenances thereto, the Systems and nature, condition or usability thereof, or the uses to provide the Remote Access Services contemplated herein. Because which any or all of the nature of computer information technology and Property may be put. Tenant hereby accepts the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems and Remote Access Services are provided Property in its “AS IS,” “WHERE IS” condition and acknowledges that Landlord has made no representations or warranties as to the Property, its physical or environmental condition, its ability to be re-developed or improved, its value, the status or condition of title to the Property, the status of Residents, Tenancy Agreements and/or any security deposits under Tenancy Agreements (the “Security Deposits”), and you and your Authorized Designees shall be solely responsible the Applicable Laws pertaining to the Property, the ability to obtain any permit or approval necessary for the investment decisionsre-development of the Project, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or other matter relating in any way connected with the Systems or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement. State Street will defend or, at our option, settle any claim or action brought against you to the extent Property or its surroundings. Without limiting the foregoing, Tenant hereby acknowledges that it is based upon an assertion that access to any System developed and owned by State Street or use of the Remote Access Services through any such System by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding. Should any such System or the Remote Access Services accessed thereby or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under the patent or copyright or trade secret laws of the United States, State Street shall have the right, at State Street’s sole option, to (i) procure for you has received and reviewed Phase I and Phase II environmental reports with respect to the right to continue using such System or Remote Access ServicesProperty, (ii) replace or modify such System or Remote Access Services so that accepts the System or environmental condition of the Remote Access Services becomes noninfringingProperty, or and (iii) terminate access shall hold Landlord harmless from any and all claims, costs, damages or liabilities, including without limitation, attorneys’ fees, arising in connection with or as a result of any environmental condition of the Property, which condition first arises after the Commencement Date of this Lease. Tenant shall be fully responsible, at its sole cost and expense, for all matters relating to the Remote Access Services re-development and renovation of the Project and Landlord shall have no obligations related thereto, including without further obligationlimitation, for any subsurface or soil conditions.