1. Purpose, Scope and Nature of these Terms

1.1 These General Terms and Conditions for Service Procurement (the "Terms") apply to all contracts, purchase orders, engagement letters, statements of work and other arrangements for the procurement of services by AURAC Capital S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) registered with the Luxembourg Register of Commerce and Companies under number B299218 ("Purchaser"), from any supplier, adviser, consultant, agent, service provider or contractor ("Supplier").

1.2 Purchaser is intended to operate as a Luxembourg bond issuer, financing vehicle and, where applicable, securitisation undertaking. These Terms are therefore designed for professional, administrative, corporate, financial, regulatory, technology, marketing-support, trustee/collateral-support and other services required for or connected with bond, note or other debt-security issuance and related issuer operations.

1.3 These Terms do not apply to the purchase, sale, trading, processing, recycling, storage or transport of primary raw materials, secondary raw materials, commodities, scrap, recyclates, residues, metals or physical inventory. Such operational commodity activities must be carried out, if at all, by the relevant operating group company under its own terms and conditions or under a separately negotiated agreement.

1.4 These Terms are procurement terms between Purchaser and Supplier only. They do not constitute, amend or supplement the terms and conditions of any bond, note, security, financial instrument, prospectus, base prospectus, final terms, information memorandum, subscription agreement or investor communication (together, "Issuance Documents"). Holders, investors, subscribers or prospective investors shall have no rights under these Terms unless expressly stated in a signed Transaction Document.

1.5 Supplier's standard terms and conditions shall not apply, regardless of whether they are attached to, referenced in or printed on any quotation, acknowledgement, invoice, delivery note, platform terms or other document, unless Purchaser expressly accepts them in writing. Purchaser's receipt of Services, payment, silence or failure to object shall not constitute acceptance of Supplier's terms.

1.6 Purchaser may apply these Terms to future orders and engagements. Purchaser's Supplier Code of Conduct and policies expressly referenced in an Order or made reasonably available to Supplier form part of the Contract in the version applicable on the date of the Order. Updates apply to future Orders and to existing Contracts only to the extent required by Applicable Laws or expressly agreed by Supplier, unless they do not materially increase Supplier's cost, risk or operational burden.

2. Definitions

2.1 "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

2.2 "Applicable Laws" means all laws, regulations, directly applicable EU regulations, CSSF requirements, Luxembourg laws, sanctions, export-control rules, AML/CFT laws, securities laws, market-abuse rules, data-protection laws, tax laws, stock-exchange rules and other legally binding requirements applicable to a party, the Services, the Issuance Documents, the Securities or the relevant transaction.

2.3 "Bond" or "Securities" means any bond, note, debt security, asset-backed security, financial instrument or other instrument issued or to be issued by Purchaser or any compartment or transaction vehicle of Purchaser.

2.4 "Business Day" means a day, other than a Saturday, Sunday or public holiday, on which banks are generally open for business in Luxembourg.

2.5 "Contract" means the contract formed between Purchaser and Supplier, including the applicable Order, engagement letter, statement of work, these Terms and any documents incorporated by reference.

2.6 "Deliverables" means all advice, reports, memoranda, drafts, calculations, data, investor-communication materials, software, configurations, analyses, opinions, filings, registrations, translations, documentation, work products and other outputs supplied by Supplier under a Contract.

2.7 "Order" means any purchase order, engagement letter, statement of work, mandate letter, work order, email order or other instruction issued or accepted by Purchaser for Services.

2.8 "Regulated Services" means any Services that require a licence, authorisation, registration, professional qualification or regulatory status, including placement, distribution, investment advice, investment services, corporate services, domiciliation, trustee, fiduciary, paying-agent, registrar, transfer-agent, account-bank, audit, legal, tax, listing-agent, AML/KYC, ICT or investor-platform services, to the extent applicable.

2.9 "Services" means all services, support, advice, deliverables and work products supplied or to be supplied by Supplier under a Contract.

2.10 "Transaction Documents" means any Issuance Documents and any paying-agency agreement, trust deed, security agreement, collateral agreement, listing agreement, calculation-agency agreement, account-bank agreement, corporate-services agreement or other document specifically relating to a Bond issue or financing transaction.

3. Formation of Contract and Order of Precedence

3.1 An Order constitutes Purchaser's offer to contract on these Terms. Supplier accepts the Order by written confirmation, electronic acceptance, commencement of performance, submission of Deliverables or other conduct objectively indicating acceptance.

3.2 Until acceptance, Purchaser may revoke or amend an Order. Supplier shall notify Purchaser without undue delay if it cannot comply with the Order, the requested timetable, these Terms or any regulatory requirement.

3.3 In case of conflict, the following order shall prevail: (a) any signed Transaction Document or individually negotiated agreement between Purchaser and Supplier; (b) the applicable Order, engagement letter or statement of work; (c) these Terms; (d) Purchaser's written specifications, policies and instructions; (e) Supplier's proposal, excluding Supplier's standard terms.

3.4 No Supplier document, platform term or click-through term shall modify the Contract unless Purchaser expressly agrees to the modification in writing.

4. Supplier Independence, Authority and No Investor Reliance

4.1 Supplier is an independent contractor. Supplier is not Purchaser's agent, representative, distributor, placement agent, financial intermediary, investment adviser, fiduciary or authorised signatory unless Purchaser expressly appoints Supplier as such in a signed Transaction Document.

4.2 Supplier shall not bind Purchaser, make statements on behalf of Purchaser, accept subscriptions, receive investor funds, provide investment advice, make recommendations, negotiate with investors, amend Issuance Documents or communicate with any regulator, exchange, investor, noteholder, paying agent, trustee or rating agency on Purchaser's behalf unless expressly authorised in writing.

4.3 No investor, bondholder, subscriber or prospective investor may rely on Supplier's work product unless the relevant Transaction Document expressly permits such reliance. Supplier shall ensure that any permitted reliance is subject to appropriate scope, assumptions, limitations and disclaimers approved by Purchaser.

4.4 Supplier shall not describe the Bonds or any investment as risk-free, near-risk-free, guaranteed, regulator-approved, capital-protected, trustee-protected, secured, insured or otherwise protected unless the exact statement is included in the approved Issuance Documents and Purchaser has approved the use of that wording in writing.

5. Services, Professional Standards and Timetable

5.1 Supplier shall perform the Services with due skill, care and diligence, in accordance with the Contract, Applicable Laws, professional standards, regulatory requirements, the agreed timetable and Purchaser's reasonable instructions.

5.2 Supplier shall allocate personnel with appropriate seniority, expertise, capacity, language skills and regulatory competence. Supplier shall replace any personnel reasonably objected to by Purchaser.

5.3 Time is of the essence for regulatory filings, investor communications, listing deadlines, payment dates, interest calculation dates, record dates, redemption dates and other deadlines identified by Purchaser as transaction-critical.

5.4 Supplier shall immediately notify Purchaser of any delay, error, regulatory concern, conflict, data incident, incorrect statement, document inconsistency or other matter that may affect the validity, timing, compliance, marketability or administration of any Bond or Issuance Document.

5.5 Supplier shall not provide legal, tax, investment, regulatory, accounting, audit, rating, valuation, placement, distribution, trustee, fiduciary, AML/KYC, ICT or other Regulated Services unless it holds all licences, registrations, professional qualifications and authorisations required under Applicable Laws.

6. Fees, Invoicing, Taxes and Investor Money

6.1 Fees shall be fixed, all-inclusive and exclusive of VAT unless expressly stated otherwise in the Order. Supplier shall not charge expenses, success fees, transaction fees, investor-introduction fees, commissions, referral fees, third-party costs, regulatory filing fees, travel costs, platform charges or other amounts unless expressly approved in writing by Purchaser.

6.2 Payment shall be made within thirty (30) days after receipt of a valid and undisputed invoice and, where applicable, acceptance of the relevant Services or Deliverables. Payment does not constitute acceptance of defective Services, approval of regulatory content or waiver of Purchaser's rights.

6.3 Supplier shall issue invoices that comply with Luxembourg VAT and invoicing requirements and shall separately show any VAT or similar indirect tax. Supplier shall be responsible for taxes, social-security charges, employment taxes and other charges relating to its personnel and subcontractors.

6.4 Supplier shall not receive, hold, transfer, apply, invest, net, set off or otherwise deal with investor funds, subscription monies, redemption monies, coupon payments, collateral proceeds or Bond-related cash flows unless expressly appointed in a signed Transaction Document and legally authorised to do so.

6.5 Where Supplier handles any money, assets or payment instructions, Supplier shall segregate such money or assets, apply dual-control procedures, maintain full records, comply with AML/CFT and sanctions obligations, and immediately notify Purchaser of any mismatch, error, suspicious activity, fraud attempt or cyber incident.

7. Regulatory, Securities and Securitisation Compliance

7.1 Supplier shall comply with all Applicable Laws relevant to the Services and shall not do or omit to do anything that may cause Purchaser, any Bond issue, any Issuance Document or any transaction to breach Applicable Laws.

7.2 Without limitation, Supplier shall comply, where applicable, with: (a) Luxembourg law governing securitisation undertakings, including the Law of 22 March 2004 on securitisation, as amended; (b) Regulation (EU) 2017/1129 and the Luxembourg Law of 16 July 2019 on prospectuses for securities; (c) Regulation (EU) No 596/2014 on market abuse; (d) MiFID II and related implementing rules where Supplier performs investment services or distribution; (e) Luxembourg AML/CFT laws, including the Law of 12 November 2004, as amended; (f) CSSF rules, guidance and filing requirements; (g) Luxembourg Stock Exchange or other trading venue rules; and (h) DORA and ICT third-party requirements where Supplier provides ICT services to an in-scope financial entity.

7.3 Supplier shall not take any action that could cause Purchaser to be treated as carrying out unauthorised regulated activity, making an unlawful public offer, conducting unauthorised continuous issuance to the public, breaching an exemption, breaching selling restrictions, or failing to comply with a filing, approval, notification, publication or passporting requirement.

7.4 Supplier shall promptly notify Purchaser of any change in Applicable Laws, regulatory status, licence, authorisation, supervisory measure, investigation, sanction, complaint or conflict that may affect Supplier's ability to perform the Services or Purchaser's ability to issue or administer Bonds.

7.5 Supplier shall provide all information, certifications, confirmations and evidence reasonably requested by Purchaser, its advisers, auditors, administrators, trustees, paying agents, regulators, exchanges or other transaction parties for regulatory, audit, due-diligence, financial-reporting, securities-law, AML/CFT, tax or listing purposes.

8. Offering Materials, Marketing and Investor Communications

8.1 Supplier shall not prepare, publish, distribute, translate, upload, send, approve or use any investor-facing material, advertisement, financial promotion, roadshow presentation, website text, portal content, email campaign, social-media post, factsheet, teaser, Q&A, brochure, script, call note or similar material unless Purchaser has approved the exact final version in writing.

8.2 All investor-facing materials must be fair, clear, not misleading, consistent with the approved Issuance Documents, compliant with selling restrictions and targeted only to permitted jurisdictions and investor categories approved by Purchaser.

8.3 Supplier shall not make or facilitate offers, invitations, solicitations, recommendations or sales in or into any jurisdiction unless expressly authorised by Purchaser and permitted by Applicable Laws and the Issuance Documents.

8.4 Supplier shall ensure that legends, risk factors, selling restrictions, confidentiality notices and other mandatory disclaimers are displayed exactly as approved by Purchaser.

8.5 Supplier shall keep complete records of approved materials, distribution lists, publication dates, recipient categories, jurisdiction filters, website/portal versions and investor communications for the period required by Applicable Laws and in any event for at least ten (10) years, unless a longer period is required.

9. AML/CFT, KYC, Sanctions and Anti-Bribery

9.1 Supplier shall comply with all Applicable Laws relating to anti-money laundering, counter-terrorist financing, sanctions, anti-bribery, anti-corruption, fraud prevention, tax transparency and financial crime.

9.2 Supplier shall provide Purchaser, upon request, with KYC information, beneficial-ownership information, tax status information, sanctions-screening confirmations, licence evidence and other onboarding or ongoing due-diligence documents.

9.3 Supplier shall not provide Services, funds, assets, data, technology or assistance involving any sanctioned person, restricted party, embargoed jurisdiction, prohibited end-use, shell bank, terrorist-financing risk, corruption risk, unlawful source of funds or other financial-crime concern.

9.4 Supplier shall not onboard investors, perform investor due diligence, accept subscriptions, process redemptions, maintain investor registers or act as AML/KYC delegate unless expressly appointed in a signed Transaction Document and legally authorised to perform such functions.

9.5 Supplier shall immediately notify Purchaser of any suspicious activity, sanctions match, ownership/control concern, bribery request, facilitation-payment request, fraud attempt, unusual payment route, law-enforcement request or regulatory inquiry relating to the Contract, Purchaser, any Bond or any investor.

10. Conflicts of Interest and Regulated Status

10.1 Supplier shall identify, disclose, manage and, where required, avoid all actual, potential or perceived conflicts of interest affecting the Services, Purchaser, any Bond issue, any investor, any arranger, any trustee, any paying agent or any other transaction party.

10.2 Supplier shall not act for any competing party, investor, noteholder, creditor, arranger, placement agent, debtor, collateral provider, trustee, service provider or other person in a manner that conflicts with Supplier's obligations to Purchaser, unless Purchaser gives prior written consent.

10.3 Supplier shall maintain all licences, permissions, registrations, professional memberships, regulatory capital, professional qualifications and insurance required for the Services and shall notify Purchaser immediately if any such status is suspended, limited, withdrawn, challenged or investigated.

10.4 Supplier shall not delegate or outsource any Regulated Services without Purchaser's prior written approval and without ensuring that the delegate or subcontractor holds all required authorisations.

11. Records, Audit, Regulatory Enquiries and Cooperation

11.1 Supplier shall keep complete, accurate and up-to-date records relating to the Services, Deliverables, approvals, versions, calculations, filings, investor communications, KYC/AML records, incidents, subcontractors and compliance controls.

11.2 Supplier shall retain such records for at least ten (10) years after completion of the relevant Services or for any longer period required by Applicable Laws, Issuance Documents, regulators, auditors or transaction documents.

11.3 On reasonable prior notice and during normal business hours, Purchaser and its auditors, advisers, regulators, trustees, paying agents or authorised representatives may audit Supplier's relevant records, controls, systems and processes to verify compliance with the Contract and Applicable Laws. In urgent, regulatory, data-breach, cyber, AML/CFT, sanctions or investor-protection cases, Purchaser may require expedited access.

11.4 Supplier shall cooperate fully with regulatory enquiries, CSSF requests, exchange requests, auditor requests, trustee requests, noteholder-related administrative requests, litigation, investigations, internal reviews and incident investigations relating to the Services.

11.5 Supplier shall not destroy, alter, conceal or withhold any record relevant to a regulatory enquiry, audit, dispute, investor complaint, Bond issue or suspected breach.

12. Acceptance, Correction and Service Credits

12.1 Purchaser may review and test Deliverables within a reasonable period after submission. Deliverables shall be accepted only upon written acceptance by Purchaser or deemed acceptance under the applicable Order.

12.2 If Services or Deliverables are incomplete, inaccurate, late, inconsistent with the Issuance Documents, non-compliant with Applicable Laws or otherwise defective, Supplier shall promptly correct, replace or re-perform them at its own cost.

12.3 If Supplier fails to correct a defect within the period specified by Purchaser, or if urgent correction is required to protect Purchaser, investors, regulatory filings, payment dates or transaction timetables, Purchaser may correct or procure correction through third parties at Supplier's risk and expense.

12.4 Purchaser may withhold payment for defective, disputed or non-compliant Services and may set off remediation costs, additional adviser costs, regulatory costs and third-party costs against amounts owed to Supplier.

13. Subcontractors, Personnel and Outsourcing

13.1 Supplier shall not subcontract any material part of the Services without Purchaser's prior written consent. Consent may be subject to conditions, including regulatory status, confidentiality, data protection, security, audit rights and location restrictions.

13.2 Supplier remains fully liable for acts and omissions of its personnel, subcontractors, delegates, affiliates and service providers as if they were its own.

13.3 Supplier shall ensure that approved subcontractors are bound by written obligations no less protective of Purchaser than these Terms, including confidentiality, inside-information, data-protection, cyber-security, audit, regulatory-cooperation, AML/CFT, sanctions and IP obligations.

13.4 Supplier shall not use offshore processing, nearshore delivery centres, cloud services, AI tools, generative-AI systems or external document-review platforms for Purchaser data or investor data unless approved in writing by Purchaser and compliant with Applicable Laws and the Contract.

14. Data Protection

14.1 Each party shall comply with all data-protection laws applicable to it, including Regulation (EU) 2016/679 (GDPR), the Luxembourg law of 1 August 2018 organising the National Commission for Data Protection and the general data-protection framework, and the amended Luxembourg law of 30 May 2005 on data protection and electronic communications, where applicable.

14.2 Where Supplier processes personal data on Purchaser's behalf, Supplier shall act only on Purchaser's documented instructions and the parties shall enter into a data-processing agreement before processing begins, unless the required data-processing provisions are already included in a signed Transaction Document.

14.3 Supplier shall implement appropriate technical and organisational measures, including access controls, encryption, segregation, logging, confidentiality undertakings, personnel training, secure deletion, resilience, backup and incident-response measures appropriate to the nature of the data and the regulatory context.

14.4 Supplier may engage subprocessors only with Purchaser's prior written authorisation and under written contracts imposing obligations no less protective than this clause. Supplier shall maintain a current subprocessor list and notify Purchaser in advance of material changes.

14.5 Supplier shall not transfer personal data outside the European Economic Area unless a lawful transfer mechanism and all required supplementary safeguards are in place, including EU Standard Contractual Clauses and transfer assessments where required.

14.6 Supplier shall notify Purchaser without undue delay and in any event within twenty-four (24) hours after becoming aware of any actual or suspected personal-data breach, cyber incident, unauthorised access, loss, disclosure, alteration or unavailability affecting Purchaser data or investor data.

14.7 Upon termination or on request, Supplier shall return or securely delete all personal data unless storage is required by Applicable Laws, in which case the data shall be securely retained, access-restricted and used only for the legally required purpose.

15. Information Security, ICT Services and Operational Resilience

15.1 Supplier shall protect Purchaser's systems, portals, data, credentials, Issuance Documents, investor records and transaction records against unauthorised access, loss, corruption, misuse, cyberattack and operational disruption.

15.2 If Supplier provides ICT, cloud, software, portal, hosting, data-room, communication, payment, cybersecurity or other technology services, Supplier shall maintain appropriate ICT risk-management, business-continuity, disaster-recovery, vulnerability-management, access-control, encryption, logging, monitoring, backup, penetration-testing and incident-response measures.

15.3 Where DORA or other financial-sector ICT rules apply to Purchaser or the Services, Supplier shall comply with all contractual and operational requirements reasonably required by Purchaser, including audit/access rights, subcontractor controls, incident reporting, exit assistance, data-location information, resilience testing and register-of-information support.

15.4 Supplier shall not store Purchaser data or investor data on personal devices, unmanaged systems, consumer cloud accounts or unapproved AI systems. Supplier shall not use Purchaser data to train AI models.

15.5 Supplier shall notify Purchaser without undue delay and in any event within twenty-four (24) hours after becoming aware of any cyber incident, service outage, data loss, fraud attempt, phishing attempt, unauthorised access, malware infection, ransomware event or operational-resilience event affecting the Services.

16. Confidentiality, Inside Information and Market Abuse

16.1 Supplier shall keep confidential all information received or created in connection with Purchaser, the AURAC group, any Bond, any Issuance Document, any investor, any transaction, any collateral arrangement, any regulator, any trustee or any service provider.

16.2 Confidentiality obligations shall survive for five (5) years after termination or expiry. Trade secrets, inside information, investor information, personal data, security information and non-public transaction information shall remain confidential for as long as they retain such character or for any longer period required by Applicable Laws.

16.3 Supplier shall not disclose confidential information except to personnel and approved subcontractors who need to know it for the Services and who are bound by confidentiality obligations no less protective than these Terms.

16.4 If Supplier receives or creates inside information or other market-sensitive information, Supplier shall comply with applicable market-abuse laws, restrict access on a need-to-know basis, maintain appropriate insider controls, and not trade, recommend trading, induce trading or unlawfully disclose such information.

16.5 Supplier shall notify Purchaser before any legally compelled disclosure to the extent permitted by law and shall disclose only the minimum information legally required.

17. Intellectual Property, Work Results and Brand Use

17.1 Supplier hereby assigns to Purchaser, by way of present assignment of existing rights and future assignment of future rights, all right, title and interest in and to all Deliverables and work results specifically created for Purchaser under the Contract, to the fullest extent permitted by Applicable Laws.

17.2 To the extent any Deliverable or right cannot be assigned by law, Supplier grants Purchaser an exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable licence to use, reproduce, modify, adapt, further develop, distribute and exploit the Deliverable for Purchaser's corporate, financing, Bond, investor-relations, compliance and group purposes.

17.3 Supplier retains ownership of its pre-existing intellectual property. To the extent such background IP is embedded in or necessary to use the Deliverables, Supplier grants Purchaser a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, transferable and sublicensable licence to use it for the intended purposes.

17.4 Supplier shall not use Purchaser's or any AURAC group name, logo, trademark, website, domain, corporate identity or transaction name in marketing, references, publications, tombstones, press releases, social media or client lists without Purchaser's prior written consent.

17.5 Supplier shall not include open-source software, third-party materials or AI-generated content in any Deliverable unless disclosed to and approved by Purchaser in writing and legally cleared for the intended use.

18. Liability and Indemnity

18.1 Supplier shall be liable for all losses, damages, costs and expenses suffered or incurred by Purchaser arising out of or in connection with Supplier's breach of Contract, negligence, wilful misconduct, defective Services, inaccurate Deliverables, regulatory breach, unauthorised communication, data breach, cyber incident, confidentiality breach, AML/CFT breach, sanctions breach, infringement of third-party rights or acts or omissions of Supplier's personnel or subcontractors.

18.2 Supplier shall indemnify and hold harmless Purchaser, its Affiliates, managers, officers, employees, advisers, transaction parties and, where applicable, trustees, agents and service providers from and against all third-party claims, regulatory claims, investor claims, losses, liabilities, fines, penalties, remediation costs, investigation costs, legal fees and expenses arising out of or in connection with Supplier's Services or breach of the Contract.

18.3 Supplier's liability shall be unlimited for fraud, wilful misconduct, gross negligence, confidentiality breach, inside-information breach, market-abuse breach, data-protection breach, cyber-security breach, AML/CFT breach, sanctions breach, unauthorised investor communication, regulatory breach, IP infringement, unauthorised receipt or handling of investor money, and any liability that cannot be limited under Applicable Laws.

18.4 Supplier shall not settle any claim in a manner that imposes liability, admission, restriction, regulatory undertaking or payment obligation on Purchaser without Purchaser's prior written consent.

18.5 Purchaser's rights and remedies under these Terms are cumulative and do not limit any rights under Transaction Documents, Applicable Laws or equity.

19. Insurance

19.1 Supplier shall maintain insurance appropriate to its Services and risk profile, including professional indemnity insurance, public liability insurance, employer's liability insurance and, where applicable, cyber liability, crime/fidelity, directors' and officers', errors and omissions, technology errors and omissions, and financial-institution insurance.

19.2 Unless a higher amount is stated in the Order or required by Applicable Laws, Supplier shall maintain professional indemnity insurance of at least EUR 5,000,000 per claim for professional, advisory, regulatory, legal, tax, accounting, audit, ICT, investor-platform, agency or financial services. Suppliers handling money, payment instructions, investor registers or collateral-related records shall maintain coverage reasonably acceptable to Purchaser.

19.3 Supplier shall provide certificates of insurance and evidence of premium payment upon request. Insurance shall not limit Supplier's liability.

20. Set-off, Retention, Assignment and No Lien

20.1 Supplier may exercise set-off or retention only in respect of counterclaims that are undisputed or finally determined by a competent court or arbitral tribunal.

20.2 Supplier shall not assign, transfer, pledge, factor, encumber or otherwise dispose of any claim or right under the Contract without Purchaser's prior written consent.

20.3 Purchaser may set off amounts owed by Purchaser to Supplier against amounts owed by Supplier to Purchaser or assigned to Purchaser by any Affiliate. Purchaser may also act as collection agent for any Affiliate's claim against Supplier.

20.4 Supplier shall have no lien, retention right, pledge, security interest or similar right over any Issuance Document, corporate record, investor record, data, funds, collateral records, deliverables, originals, filings, passwords, source files or other property of Purchaser or any transaction party.

21. Limited Recourse and Non-Petition

21.1 Where Supplier's claim relates to a specific Bond issue, compartment, transaction or segregated pool of assets, and where the relevant Transaction Documents provide for limited recourse, Supplier's recourse shall be limited to the assets and proceeds available for that transaction in accordance with the relevant Transaction Documents.

21.2 Supplier shall not petition, apply for, support, join, vote in favour of, or take any step for the winding-up, bankruptcy, insolvency, reorganisation, liquidation, administration or similar proceedings of Purchaser, any compartment or any transaction vehicle in respect of a transaction-specific claim, until at least one year and one day after all Securities relating to the relevant transaction have been fully redeemed or discharged, unless mandatory law provides otherwise.

21.3 Nothing in this clause prevents Supplier from pursuing an ordinary contractual claim for undisputed fees that are not subject to limited-recourse treatment under a Transaction Document.

22. Termination, Regulatory Termination and Transition

22.1 Either party may terminate a Contract in whole or in part with immediate effect for good cause, including material breach not remedied within ten (10) Business Days after written notice, insolvency events, loss of required licence, sanctions listing, serious regulatory concern, confidentiality breach, data breach, cyber-security incident, AML/CFT concern, market-abuse concern, conflict of interest or persistent delay.

22.2 Purchaser may terminate a Contract or Order for convenience, in whole or in part, by giving thirty (30) days' written notice. Supplier shall stop work, mitigate costs and provide a transition plan. Purchaser shall pay for properly performed and accepted Services up to termination. Supplier shall not be entitled to anticipated profits, loss of opportunity, consequential loss or breakage costs unless expressly agreed in writing.

22.3 Purchaser may suspend or terminate Services immediately if required or reasonably advisable to protect regulatory compliance, investors, noteholders, market integrity, transaction timing, data security, AML/CFT controls, sanctions compliance or Purchaser's reputation.

22.4 Upon termination, Supplier shall promptly deliver all Deliverables, records, work-in-progress, source files, credentials, handover materials, data and assistance reasonably required for continuity of issuer operations and transition to Purchaser or a replacement provider.

22.5 Clauses intended to survive, including confidentiality, data protection, IP, liability, indemnity, records, audit, limited recourse, non-petition, governing law and dispute resolution, shall survive termination.

23. Force Majeure

23.1 A party shall not be liable for failure or delay in performance to the extent caused by an event beyond its reasonable control that could not have been prevented by reasonable measures, including natural disasters, war, terrorism, riots, epidemics, governmental actions, general strikes or widespread power, telecommunications or payment-system outages.

23.2 Lack of personnel, finance, regulatory authorisation, IT capacity, subcontractor performance or internal system availability shall not constitute Force Majeure unless directly caused by a Force Majeure event and not reasonably avoidable through business-continuity measures.

23.3 The affected party shall notify the other party without undue delay and in any event within five (5) Business Days, describing the event, expected duration and mitigation measures. Supplier shall implement business-continuity and disaster-recovery procedures and prioritise transaction-critical deadlines.

23.4 If Force Majeure continues for more than thirty (30) consecutive days or threatens a transaction-critical deadline, Purchaser may terminate the affected Contract or procure substitute services from third parties without liability to Supplier.

24. Notices, Electronic Signatures and Written Form

24.1 Any notice under the Contract shall be in writing and delivered by hand, courier, registered mail or email to the addresses specified in the Order or otherwise notified in writing by the receiving party.

24.2 Notices by email shall be deemed received when sent, provided that no automated delivery-failure notice is received, or on the next Business Day if sent outside normal business hours in Luxembourg.

24.3 The Contract may be executed or accepted electronically, including by email, electronic signature or electronic procurement platform, unless Applicable Laws, Transaction Documents or Purchaser require a stricter form.

24.4 Amendments, supplements and waivers must be made in writing. No waiver is effective unless expressly stated in writing. Failure or delay to exercise a right does not operate as a waiver.

25. Governing Law, Jurisdiction and Language

25.1 The Contract and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of the Grand Duchy of Luxembourg, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded to the extent it could otherwise apply.

25.2 To the extent permitted by law, the courts of Luxembourg City shall have exclusive jurisdiction for all disputes arising out of or in connection with the Contract. Supplier shall bring proceedings only before the courts of Luxembourg City.

25.3 Purchaser may, at its sole option, bring proceedings against Supplier before the courts of Luxembourg City, the courts of Supplier's registered office or place of incorporation, the courts where Supplier's assets are located, or any court competent to grant interim, protective, injunctive or enforcement measures.

25.4 The English version of these Terms is the master and governing version. Any translation is for convenience only. In case of discrepancy, the English version prevails.

26. Final Provisions

26.1 If any provision of the Contract or these Terms is invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable. The parties shall replace the invalid provision with a valid provision that comes as close as legally possible to the commercial purpose of the invalid provision.

26.2 The rights and remedies of Purchaser are cumulative and may be exercised separately or together. No remedy under these Terms excludes any remedy under Applicable Laws, equity, Transaction Documents or any other agreement.

26.3 Headings are for convenience only and do not affect interpretation.

26.4 References to laws include those laws as amended, replaced or re-enacted from time to time.