ONLINE TERMS OF AGREEMENT
Effective:

February 29, 2024

1. SERVICES:
By entering into a subscription order form or other ordering document (“Order Form”) incorporating by reference
these Online Terms of Agreement (the “Terms” and, together with an Order Form, the “Agreement”), the entity
identified in the Order Form as the client (the “Client”) agrees to be subject to the terms and conditions herein.
In accordance with the terms and subject to the conditions set forth in these Terms, the Moody’s entity entering
into the Order Form with Client (“Moody’s”) agrees to furnish to Client the Information (as further defined below)
described in each Order Form and to be bound by the terms and conditions hereof.
2. INFORMATION:
THE AGREEMENT PERTAINS TO CERTAIN “INFORMATION”, WHICH INCLUDES ALL PRODUCTS,SERVICES, SOFTWARE, PUBLICATIONS, REPORTS, DOCUMENTATION, WHITE PAPERS, AND ALL
RESEARCH, ANALYSIS, FORECASTS, RATINGS, OPINIONS, MODELS, SECURITY IDENTIFIERS,
METHODOLOGIES AND DATA THEREIN, FURNISHED BY MOODY'S OR ITS AFFILIATES PURSUANT TO
THIS AGREEMENT. “INFORMATION” ALSO INCLUDES THE CONTENT OF ALL COMMUNICATIONS FROMMOODY’S OR ITS AFFILIATES’ PERSONNEL (INCLUDING BUT NOT LIMITED TO ANALYST PERSONNELFROM MOODY’S INVESTORS SERVICE, INC. OR ITS OTHER RATING AGENCY AFFILIATES(COLLECTIVELY, “MIS”)) REGARDING THE INFORMATION. THE INFORMATION, AND THE STRUCTURE,
ORGANIZATION AND THE SEARCH AND EXTRACTION MECHANISMS OF THE INFORMATION, ARE
PROPRIETARY TO MOODY'S AND/OR THIRD PARTIES FROM WHOM MOODY’S LICENSES DATA THATIS INCORPORATED INTO THE INFORMATION (“LICENSORS”). THE INFORMATION MAY BE PROTECTEDUNDER COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, DATABASE AND OTHER INTELLECTUAL
PROPERTY LAWS, AND ARE FURNISHED SOLELY FOR CLIENT'S OWN INTERNAL USE. EXCEPT AS
OTHERWISE EXPRESSLY PERMITTED HEREIN OR IN WRITING BY MOODY’S, NO PORTION OF THE
INFORMATION MAY BE COPIED, REPRODUCED, REPACKAGED, RETRANSMITTED, SOLD,
TRANSFERRED, REDISTRIBUTED, LEASED, RENTED, SUBLICENSED, MODIFIED, ADAPTED, OR
STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR
MANNER OR BY ANY MEANS WHATSOEVER, BY CLIENT OR ANY OTHER PERSON OR ENTITY. CLIENT
SHALL TAKE ALL REASONABLE STEPS TO PREVENT UNAUTHORIZED USE, ACCESS, COPYING ORDISCLOSURE OF THE INFORMATION.
3. GRANT OF LICENSE:
Subject to the terms and conditions of the Agreement, Moody’s hereby grants Client a non-exclusive and nontransferable license to use the Information described in the Order Form for Client’s internal business purposes
and not for the use or benefit of any third party except as set forth on the Order Form, and only within and subject
to the applicable License Parameter. Except as expressly permitted in the Agreement, Client will not: (a) use theInformation in any manner for training or development of artificial intelligence technologies or tools or machinelearning language models; or (b) use the Information in connection with artificial intelligence technologies or tools
or machine learning language models to generate any data or content and/or to synthesize or combine theInformation or any portion thereof with any other data or content for use or distribution to any person or entity
other than Client. As used herein, “License Parameter” means the definition and limitation of the Client’s licenseor permitted scope of use for the relevant product or service, as set forth on the Order Form. A License Parametermay consist of Client’s total assets, the size of a relevant loan portfolio, specified assets under management,
number of obligors, the number of individual Client users permitted to use the Information, a specific business
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unit or division, department, business location / premises, or any other applicable use limitation and/or
measurement specified in the Order Form. Use of the Information by Client that exceeds the License Parameteris strictly prohibited and Moody’s reserves the right to suspend access to the Information or charge additional
fees for such unlicensed usage. Client agrees to be responsible and liable for the compliance of each licensed
Client Affiliate and all persons who access the Information on Client’s or a licensed Affiliates’ behalf (“Users”)
with the terms and conditions of the Agreement and any breach hereof by a User or Client Affiliate, and eachlicensed Client Affiliate shall be considered within the definition of “Client” for all relevant purposes of thisAgreement. Moody’s may also provide Client with custom deliverables, training and/or other related services aspart of the Information, as may be described on the Order Form, subject to any fees or special terms applying tosuch deliverables and services. As used herein, an “Affiliate” of a party means any legal entity which, directly or
indirectly, either controls, is controlled by, or is under common control with such party, and where “Control” isdefined by (a) the direct or indirect ownership by a person or entity of at least fifty (50) percent of the stock orother securities or interests entitled to vote for the election of the board of directors or other governing body ofanother entity, or (b) the direct or indirect ownership by a person or entity of at least fifty (50) percent of the equity
or profits interest in another entity; or (c) a person’s right or ability, whether directly or indirectly, to dictate thedecisions, actions, and/or policies of an entity or its management.
4. DISCLAIMERS:Client agrees that: (i) the ratings, estimates, forecasts, and/or other opinions contained in the Information are,and will be construed solely as, statements of opinion and not statements of fact, investment advice orrecommendations to purchase, hold or sell any securities; (ii) each rating, estimate, forecast, or other opinion
will be weighed solely as one factor in any investment decision; (iii) it will accordingly, with due care, make its
own evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for,each security that it may consider purchasing, holding or selling; (iv) nothing contained in the Information shallcreate any duty of care on the part of Moody’s or any Moody’s Affiliate to Client; (v) neither Moody’s nor any
Moody’s Affiliate is acting as a financial adviser to Client; (vi) no Information (whether in oral or written form) or
statements or other communications supplied by Moody’s or any of its employees, representatives or agentsshall constitute a representation or a warranty, or the provision of investment advice; and (vii) it will not use thename of Moody’s or any of its Affiliates or products to state or imply any endorsement or recommendation on
the part of Moody’s or its Affiliates of any investment, security, loan or other instrument, or of any activities carriedout or undertaken by Client using Moody’s products or services. NEITHER MOODY’S NOR ANY MOODY’S
AFFILIATE SHALL HAVE ANY LIABILITY TO CLIENT BASED ON OR RELATING TO AN ALLEGATION THATMOODY’S OR ANY MOODY’S AFFILIATE OWES A DUTY OF CARE TO CLIENT. Moody’s products are aimed
at sophisticated institutional investors and it would be reckless for retail investors to base any investment decisionon the Information. If in doubt Client should contact its financial or other professional adviser.
THE INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MOODY’S AND ITS
LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
THE INFORMATION, EXPRESS OR IMPLIED, AND WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT
LIMITATION: (I) ANY WARRANTY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, OR THE
RESULTS TO BE OBTAINED FROM USE OF THE INFORMATION; (II) THE IMPLIED WARRANTIES OFNONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF
MOODY’S HAS BEEN INFORMED OF SUCH PURPOSE; AND (III) ANY WARRANTIES ARISING BYIMPLICATION OR FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
Under no circumstance shall Moody’s, its Licensors, suppliers, or any of Moody’s Affiliates, directors, officers,
employees, representatives or agents (each a “Moody’s Party” and, collectively, the “Moody’s Parties”) have any
liability to Client, its Affiliates or Users, or any other person or entity for any loss, damage or other injury in whole
or in part caused by, resulting from or relating to, any error (negligent or otherwise), or any other circumstanceor contingency within or outside the control of Moody’s or any of the Moody’s Parties or Licensors, in connection
with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery ofPage 2 of 10

v.February 29, 2024

any of the Information, even if a Moody’s Party shall have been advised in advance of the possibility of suchdamages. Notwithstanding the foregoing, Client expressly agrees that the following limitation of remedies is an
essential part of the consideration bargained for under the Agreement. The entire liability of the Moody’s Parties,
and Client's exclusive remedy, for any errors or omissions in the Information is for Moody’s to provide Client, if
possible using commercially reasonable efforts, with corrected Information.
5. LIMITATION OF LIABILITY:NONE OF THE MOODY’S PARTIES OR CLIENT SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL,INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR ANY LOSS OF DATAOR USE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE INFORMATION, EVEN
IF ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE
MOODY’S PARTIES OR THE AGGREGATE LIABILITY OF CLIENT ARISING FROM THE AGREEMENT ORRELATED TO THE INFORMATION EXCEED THE AGGREGATE FEES AND CHARGES PAID OR PAYABLE
BY CLIENT TO MOODY’S UNDER THE ORDER FORM DURING THE PRECEDING TWELVE MONTHPERIOD. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY REGARDLESS OF HOW
SUCH DAMAGES OR LOSSES ARISE, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, TORTOR OTHERWISE, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY AND REGARDLESS OF THE
LEGAL RIGHT CLAIMED TO HAVE BEEN VIOLATED. NOTWITHSTANDING THE FOREGOING, NOTHING
IN THIS SECTION 5 SHALL LIMIT OR EXCLUDE: (I) CLIENT’S OBLIGATIONS TO PAY ANY FEES DUE TO
ANY MOODY’S PARTY HEREUNDER; (II) CLIENT’S LIABILITY FOR DAMAGES RESULTING FROM THE
BREACH OF ANY LICENSE GRANTED IN THE AGREEMENT, OR FOR ANY OTHER VIOLATION OF A
MOODY’S PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) A PARTY’S INDEMNIFICATIONOBLIGATIONS UNDER THE AGREEMENT; OR (IV) A PARTY’S LIABILITY WHICH ARISES OUT OF SUCH
PARTY’S FRAUD OR WILFUL MISCONDUCT OR WHICH CANNOT OTHERWISE BE LIMITED OR
EXCLUDED UNDER APPLICABLE LAW.
6. FEES:
Client shall pay to Moody’s the fees as are set forth on the Order Form, which fees shall be invoiced by Moody’s
and payable by Client annually in advance and within thirty (30) days of the invoice date or upon such otherpayment schedule specified in the Order Form, provided that Moody’s may increase the fees for any subscription
service commencing on the next Renewal Term (as defined in Section 9) by providing written notice to Client atleast sixty (60) days prior to the commencement of such Renewal Term. Moody’s may suspend all services
hereunder in the event of any non-payment of fees. All fees are exclusive of taxes, if any. Client shall be
responsible for any federal, state, local, value-added, service, withholding or similar taxes, if applicable, that areor may be imposed on any transaction hereunder (excluding any taxes based on Moody’s net income), unless
Client (i) represents and warrants to Moody’s in the Order Form that it is exempt by law from payment or collectionof any applicable taxes, and (ii) provides Moody's with tax exemption certificates as evidence of such
exemption(s).
7. THIRD PARTY MATERIALS:
Client agrees that the Information may contain third party materials provided by Licensors, and in this respect
Moody’s relies upon the Licensors in providing such Information to Client. Accordingly, Moody’s duty to deliver
such Information is subject in all respects to the timely supply of the relevant materials by such Licensors. Client
agrees that availability of such third party materials shall cease automatically, without liability on the part of
Moody’s or the Licensors, upon termination of Moody’s access to the materials for any reason. Client further
agrees to comply with any additional terms or restrictions regarding use of the third party materials which therelevant Licensor and/or Moody’s may otherwise specify by posting a notification within the relevant service orclient support portal. Moody’s may from time to time and in its sole discretion add to, replace or terminate any ofPage 3 of 10

v.February 29, 2024

its Licensors or any part of the Information or its functionality, or replace the Information with successor productsin the ordinary course of its business. If any such additional terms or restrictions, or any such addition,
replacement or termination of a Licensor or Information would materially affect the functionality or operation of
the Information in Client’s reasonable judgment, Client may terminate the license to the affected Information(which termination shall become effective only upon delivery of written notice to Moody’s) and shall be entitledto a refund of any fees prepaid to Moody’s for the affected Information in respect of the period after the date of
termination. Client agrees that the third party materials: (i) shall only be used for Client’s internal use inconnection with its use of the Information; and (ii) shall not be used to create a data file, or develop, verify, correct
or complete any other database (including, without limitation, a security master database).
In the event Client has an appropriate agreement with a Licensor covering Client’s use of the materials suppliedby such Licensor (the “Separate Agreement”), Client’s use of such materials shall be governed by the terms of
the Separate Agreement for as long as it remains in effect, and nothing in this Agreement shall limit or affect
Client’s rights under the Separate Agreement.
To the extent the Information provided to Client contains CUSIP security identifier data, the following standard
required CUSIP terms shall apply: The CUSIP Database and the information contained therein is (collectively,“CGS Data”) and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services("CGS") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to
Client in such materials or in any of the information contained therein. Client shall not publish or distribute in any
medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any
person or entity except in connection with the normal clearing and settlement of security transactions. Any use
by Client outside of the clearing and settlement of transactions requires a license from CGS, along with anassociated fee based on usage. Client agrees that misappropriation or misuse of such materials will cause
serious damage to CGS and ABA, and that in such event money damages may not constitute sufficientcompensation to CGS and ABA; consequently, Client agrees that in the event of any misappropriation or misuse,
CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies towhich CGS and ABA may be entitled. Client further agrees that the use of CUSIP numbers and descriptions is
not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master
file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is notintended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB,
INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.
NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED,AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINEDIN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS,WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEOR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH
MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR
LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES,WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY
OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, EXCEED THE FEE PAID BY CLIENT FOR ACCESS TO SUCH MATERIALS IN THE MONTH
IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABASHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCESBEYOND THEIR CONTROL. Client’s use of and access to the CGS Data is expressly conditioned on Moody’s
Corporation maintaining a distribution agreement with CGS. In the event Moody’s Corporation’s distributionagreement is terminated, Client’s right to access and use CGS Data via Moody’s Corporation and/or its Affiliates
services shall automatically terminate. Client agrees that the foregoing terms and conditions shall survive any
termination of its right of access to the materials identified above.
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8. THIRD PARTY DISTRIBUTORS:
If applicable, Client may receive the Information through a Moody’s authorized third party distributor (“Third Party
Distributor”). If Client receives the Information through a Third Party Distributor, the receipt and use of theInformation shall be governed by the terms and conditions of this Agreement. Client’s right to continue to receive
the Information provided by Moody’s through such Third Party Distributor shall be terminated by Moody’s in theevent that, for any reason, Client terminates its agreement with such Third Party Distributor or such Third Party
Distributor ceases the distribution of the Information. In such case, Moody’s will continue to offer Client accessto the Information during the term of the applicable subscription through its direct distribution methods. Moody’s
assumes no responsibility, and shall not have any liability, for communication delays or interruptions in thedelivery of the Information via a Third Party Distributor’s service.
9. TERM AND TERMINATION:
The term of the Agreement commences as of the effective date set forth in the Order Form and shall continue
for an initial term of one year or such other term as specified in the Order Form (“Initial Term”). Unless otherwise
stated on the Order Form, the Agreement shall automatically renew for successive terms of one (1) year each
(each, a “Renewal Term”) unless either party has notified the other in writing at least thirty (30) days prior to the
expiration of the then-current Initial Term or Renewal Term, as applicable, that the Agreement shall not be
renewed. Either party may terminate the Agreement upon written notice if the other party: (a) breaches any
material term or condition of the Agreement and, except in the case of a breach of Section 13 or a material
breach constituting a violation of the intellectual property rights of any Moody’s Party (for which no cure period
shall apply), fails to cure the breach within thirty (30) days after being given written notice thereof; (b) ceases tofunction as a going concern or to conduct operations in the normal course of business; or (c) has a petition orsimilar action filed by or against it under any applicable bankruptcy or insolvency laws which petition or action
has not been dismissed or set aside within sixty (60) days of filing. Moody’s may terminate the Agreement on
written notice to Client in the event of any legal or regulatory change that, in Moody’s judgment, imposes new
and additional cost or liability risk upon Moody’s and/or Moody’s Affiliates. In the case of a termination by Moody’s
pursuant to the preceding sentence, or a termination by Client for Moody’s uncured material breach under thisSection 9, Client shall be entitled to a refund of any fees prepaid to Moody’s for the affected Information in respectof the period after termination. At the termination or expiration of the Agreement for any reason, and except forany post-termination rights specifically provided for in the Order Form, Client shall cease all use of the Information
under such Order Form and promptly purge all Information provided under such Order Form that has been stored
in its computer systems, databases, or any data storage facilities owned or under its control, provided that Client
shall have the right to retain: (i) print or electronic copies of its reports containing limited excerpts of data obtained
from the Information and made in conformity with the license granted in Section 11 of these Terms; and (ii)portions of the Information that constitute electronic data that is generally inaccessible or that has been stored
on Client’s backup systems in the ordinary course of business as part of standard backup procedures, but only
to the extent that such data is only accessible by person(s) whose function is primarily information technology,
and provided that such person(s) only have limited access to such data to enable the performance of suchinformation technology duties. In addition, Client may retain one copy of any such data from the Information asis necessary to comply with applicable audit, legal or regulatory requirements, professional obligations andstandards and internal document retention policies, provided any such data may only be accessed for such
purposes and may not be used for any other purpose whatsoever (including, but not limited to, any commercial
purpose). Upon expiration or termination of the Agreement for any reason, all provisions but Sections 3, 11 and
13 of these Terms shall survive.
10. GOVERNING LAW AND ENTIRE AGREEMENT:
Governing Law and Jurisdiction. The law governing any action arising out of or relating to the Agreement, andPage 5 of 10

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the courts having exclusive jurisdiction over any such action depend on the location of the Moody’s contracting
entity that entered into the Order Form, as set out in the table below. Each party agrees that the Agreement
shall be governed by the laws named below, without reference to their conflict of law principles and without
regard to the U.N. Convention on Contracts for the International Sale of Goods. Each party hereby consents tothe exclusive jurisdiction and venue of the applicable courts below and agree that any such action shall bemaintained in the same jurisdiction, and waives any defense of forum non-conveniens or other similar defense
objecting to the maintenance of the action in such courts and/or jurisdiction.
If
the
Moody’s Governing
contracting entity that law is:entered into the Order
Form is located in:

Courts with exclusive jurisdictionare:

Any country other than State of New State and federal courts located in
the ones listed below
York
the Borough of Manhattan in New
York, New York
United Kingdom,
Switzerland or any
member state of theEuropean Union, or in
the United ArabEmirates
CanadaEngland
Wales

Australia, Hong Kong
Special Administrative
Region, Korea or
Singapore

Singapore

Province
Ontarioand English courtsof Courts of the Province of Ontario
located in Toronto, Ontario
Singapore courts

In the event the Order Form is governed by the laws of England and Wales, the parties further agree that noterm in the Agreement is enforceable, under the Contracts (Rights of Third Parties) Act 1999 or otherwise, by aperson who is not a party to the Agreement, save that the Moody’s Indemnified Parties and the Client Indemnified
Parties may directly enforce and benefit from the terms of the “Indemnification” section, and any Licensor may
directly enforce and benefit from the terms of the “Third Party Data” section.
The Agreement contains the entire and only agreement between the parties relating to the subject matter hereof,and supersedes all prior or collateral representations, warranties, promises or conditions, if any, in connection
therewith. These Terms shall prevail in the event of a conflict between these Terms and the Order Form, except
where the Order Form specifically indicates that a particular term of these Terms shall not apply or shall be
modified.
11. LIMITED DISTRIBUTION OF INFORMATION:
Where the Information is intended to produce calculations and/or reports to be included in regulatory filings or
financial statements, Client may, subject to the restrictions set out herein, reproduce limited excerpts of theInformation in such regulatory filings and financial statements that are made publicly available, provided that
Client shall assume full liability for any such use of the Information, and indemnify and hold harmless the Moody’s
Parties for any third party claims against the Moody’s Parties arising out of such use. Client shall give appropriate
credit to Moody’s or the appropriate Licensor (where permitted) for the limited excerpts of the Information. For
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the purposes of clarity, Client is strictly prohibited from using any Moody’s product or corporate name,designation, logo, trade name, trademark, service name or service mark in any marketing materials, regulatory
filing, financial statements, offering circular, prospectus or otherwise excepted as granted above, without theprior written consent of Moody’s, which may be withheld by Moody’s in its sole and absolute discretion.
12. MOODY’S INDEMNIFICATION:
Moody’s shall: (i) defend, at its expense, any third party claim, action, suit or proceeding made or brought against
Client to the extent it is based upon an allegation that the Information as provided to Client by Moody’s (excluding
any data or other materials supplied by a Licensor to Moody’s and made part of the Information) infringes any
valid patent or copyright, or misappropriates a trade secret of a third party (each, a “Claim”); and (ii) will pay any
damages, liabilities or costs (excluding consequential and exemplary damages) finally awarded against the
Client pursuant to any such Claim, or agreed to by Moody’s as settlement or compromise; provided however,
that: (a) Client shall have promptly provided Moody’s with written notice of any Claim and reasonable
cooperation, information, and assistance in connection therewith; and (b) Moody’s shall have sole control andauthority with respect to the defense, settlement, or compromise thereof (except that Moody’s may not settle any
Claim unless it unconditionally releases Client of all liability). In no event will Moody’s have any liability orindemnification obligation under this Agreement for any Claim to the extent the Claim is caused by, or results
from: (i) the combination or use of Information with non-Moody’s software, services or data, if such Claim would
have been avoided by the non-combined or exclusive use of the Information; (ii) modification of the Information
by anyone other than Moody’s if such Claim would have been avoided by use of the unmodified Information; (iii)
Client continuing the allegedly infringing activity after notification or after receiving modifications that would haveavoided the alleged infringement; or (iv) use of the Information in a manner that is not authorized by thisAgreement. Notwithstanding anything to the contrary herein, Moody’s obligations under this Section 12 are
Moody’s exclusive liability and Client’s exclusive remedy for claims of intellectual property infringement as set
forth herein.
13. SANCTIONS COMPLIANCE:
Each of Moody’s and Client represents and warrants to the other party that it is not: (a) subject to asset freeze
sanctions imposed by the United States, United Kingdom, Switzerland, European Union, United Nations, or any
other governmental authority having jurisdiction over the parties to this Agreement, nor is it Controlled by any
such person(s) whether individually or collectively; (b) subject to any other applicable economic or financial
sanctions or export restrictions which prohibit the provision by Moody’s of the products or services under thisAgreement, nor is it Controlled by any such person(s) whether individually or in the aggregate; (c) located,organized, established, headquartered in, or, if a natural person, ordinarily resident, in, or a citizen or nationalof, a country or territory that is or becomes subject to comprehensive geographic sanctions imposed by the U.S.
Government (as of the date of this Agreement, Cuba, North Korea, Iran, Syria, and the Crimea, Donetsk andLuhansk regions of Ukraine). Each party agrees that it will promptly notify the other party if it learns that any
warranty made herein is no longer accurate. Additionally, Client shall not (i) supply, or make available (whether
directly or indirectly), any Moody’s products, data or services to any person that meets the criteria set forth inclause (a), (b), or (c) above (each a “Prohibited Entity”), or use Moody’s products, data or services for the benefitof, or for any transaction involving any Prohibited Entity; (ii) supply to Moody’s any data related to any Prohibited
Entity, (iii) supply, or make available (whether directly or indirectly), Moody’s products, data or services to any
person located, organized, established or headquartered in, or if a natural person, ordinarily resident in, or acitizen or national of, a country or territory where the provision of such products, data or services, by Moody’s orotherwise, would be prohibited; or (iv) use Moody’s products, data or services in a manner that would violate any
applicable law or regulation. For the avoidance of doubt, the foregoing prohibitions apply notwithstanding any
terms in the Order Form, addendum or other writing, whether express or implied. Accordingly, even if the scopeof a usage right granted in the Order Form, addendum or any other writing would otherwise include a Prohibited
Entity, the prohibitions herein shall prevail. For the purposes of this provision, “person” means any natural orPage 7 of 10

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legal person. If Client is in breach of this provision, or Moody’s determines that it is prohibited by any applicablelaw or regulation from providing products or services under this Agreement, or Moody’s determines that it willcease providing any or all products or services in any country or territory in which this Agreement is to be
performed, in addition to any other rights or remedies it may have, Moody’s may immediately terminate orsuspend performance under the Agreement without regard to any cure period that might otherwise apply. Client
shall not supply, or make available (whether directly or indirectly), any of the products or services to any natural
person or entity located, organized, established, headquartered, or ordinarily resident in Russia.
14. ASSIGNMENT AND MISCELLANEOUS:
The Agreement, or any duty, obligation, interest or right hereunder, may not be assigned by Client without theprior written consent of Moody’s except: (i) in the event of Client’s reorganization or the sale or transfer of all or
substantially all of Client’s business to a third party, whether by merger, asset or stock sale, operation of law orotherwise; or (ii) to an Affiliate of Client, provided in the case of either (i) or (ii) that such assignment is not madeto an entity that is a competitor of Moody’s or its Affiliates or to an entity that will not, after such assignment, havesufficient assets to meet its obligations under the Agreement). If any such permitted assignment by Client would
cause Client to exceed a License Parameter, notwithstanding anything to the contrary in Section 6, suchassignment shall require the purchase of additional license or usage rights by Client. Any permitted assignee of
Client must agree in writing to be bound by the terms and conditions of the Agreement. Any assignment inviolation of this Section 14 shall be null and void. Moody’s may delegate some or all of its responsibilities to third
parties provided it remains primarily responsible for the completion of its obligations. The Agreement shall bebinding upon the parties hereto and their respective successors and permitted assigns. The Moody’s Parties
shall be third party beneficiaries of the provisions of Sections 4, 5 and 7. The provisions of the Agreement are
severable. If any provision shall be determined to be void or unenforceable, the Agreement and the validity andenforceability of all remaining provisions of the Agreement shall not be affected. The Order Form may be signed
in counterparts, and each party agrees that facsimile, digitally scanned or other electronic copies of signatures
shall be valid and binding as originals. Each of Moody’s and Client shall comply with all applicable laws andregulations in connection with the performance of its obligations under the Agreement, including but not limited
to any applicable data protection and privacy laws and regulations. For information on how Moody’s processes
and protects personal data, please see the Privacy Policy available at www.moodys.com.
15. REGULATORY TERMS:
The receipt and use of the Information is subject to additional legal and regulatory requirements as set out below
in this section (“Regulatory Terms”). The Regulatory Terms may be amended by Moody’s upon written notice toClient as a result of any new or amended legal, regulatory or other requirements which, in Moody’s sole
discretion, affect the receipt and use of the Information. Such amendment shall take effect thirty (30) days
following the provision of written notice of such amendment by Moody’s to Client. If the amendment would havea material adverse effect on Client’s use of the Information, Client may terminate the Agreement by providing
written notice to Moody’s at any time prior to the expiration of such thirty (30) day period. If Moody’s receives
Client’s termination notice within such thirty (30) day period, the Agreement shall be terminated and Client shallbe entitled to a refund of any applicable fees under the Order Form prepaid to Moody’s in respect of the period
after termination. If written notice is not received by Moody’s within such thirty (30) day period, the Agreement
shall continue in full force and effect, subject to the new amended terms.
Australia. To the extent the Information is received or used in Australia, the following Regulatory Terms shallapply:
Moody's Analytics Australia Pty Ltd [ABN 94 105 136 972] (“MA Australia”), having its registered office at Level
10, 1 O’Connell St., Sydney, NSW 2000 Australia, is the holder of Australian Financial Services License No.
383569 (“AFSL”) issued pursuant to the Corporations Act of 2001 (Australia). The Information provided to Client
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under this Agreement that consists of financial product advice (“Advice Information”) will be arranged by MA
Australia under its AFSL and provided by Moody’s to Client. Moody’s and MA Australia have entered into an
arrangement under which MA Australia has assumed responsibility for any acts or omissions by Moody’s inrelation to any Advice Information provided hereunder by Moody’s. Client hereby represents and warrants that it
is a “Wholesale Client” (as defined in Section 761G of the Corporations Act of 2001 (Australia)), and Moody’s
provision of the Advice Information to Client is expressly conditioned upon the continuing accuracy of such
representation and warranty throughout the term of the Agreement. In addition, Client acknowledges that the
Advice Information is not intended for use by and shall not be distributed to any person in Australia other than a
Wholesale Client, and, without prejudice to any other restrictions on distribution set forth herein, Client covenants
and agrees that it will not distribute any Advice Information, including but not limited to any MIS Ratings, Expected
Default Frequency data and/or related financial product research to a person in Australia other than a Wholesale
Client.
India: To the extent the Information is received or used in India, the following Regulatory Terms shall apply:
Moody’s credit ratings, non-credit assessments, other opinions and Information are not intended to be and shallnot be relied upon or used by any users located in India in relation to securities listed or proposed to be listed on
Indian stock exchanges.
Ratings Disclosures. The following Regulatory Terms shall apply to Information that includes MIS credit rating
data or that include MIS rating scorecards or models:MIS hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures,notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any credit rating,agreed to pay to MIS for the credit rating opinions and services rendered by it. Moody's Corporation (MCO) and
its wholly-owned credit rating agency subsidiary MIS also maintain policies and procedures to address theindependence of MIS's credit ratings and credit rating processes. MCO annually publishes on its website atwww.moodys.com disclosures regarding certain affiliations that may exist between directors of MCO and rated
entities, and between entities who hold credit ratings from MIS and have also publicly reported to the SEC anownership interest in MCO of more than five (5) percent. Although certain of the products licensed hereunderare designed to predict what an MIS rating would be based on certain assumptions, financial and portfolio data
and/or other variable inputs, the output from such products may or may not reflect a MIS rating actually assigned
to such security or issuer, whether or not any of the assumptions or other data are correct, or the ultimate events
related thereto differ materially from the factors used as inputs to such products. Nothing in this Agreement willcompel MIS to assign, as a result of any Information, a particular rating or any revision thereof to the Client or
any securities, debt or other instruments. Client understands that MIS may at any time refuse to issue any rating,or, if already issued, revise or withdraw such rating. Client further agrees not to represent, imply or otherwise
suggest that any output from such products constitutes or affects an MIS rating, rating action, or opinion.
Moody’s SF Japan K.K., Moody’s Local AR Agente de Calificación de Riesgo S.A., Moody’s Local BR Agência
de Classificação de Risco LTDA, Moody’s Local MX S.A. de C.V, I.C.V., Moody’s Local PE Clasificadora deRiesgo S.A., and Moody’s Local PA Calificadora de Riesgo S.A. (collectively, the “Moody’s Non-NRSRO CRAs”)
are all indirectly wholly-owned credit rating agency subsidiaries of MCO. None of the Moody’s Non-NRSROCRAs is a Nationally Recognized Statistical Rating Organization.
Additional terms with respect to Second Party Opinions (as defined in MIS Rating Symbols and Definitions):
Please note that a Second Party Opinion (“SPO”) is not a “credit rating”. The issuance of SPOs is not a regulated
activity in many jurisdictions, including Singapore. JAPAN: In Japan, development and provision of SPOs fallunder the category of “Ancillary Businesses”, not “Credit Rating Business”, and are not subject to the regulations
applicable to “Credit Rating Business” under the Financial Instruments and Exchange Act of Japan and its
relevant regulation. PRC: Any SPO: (1) does not constitute a PRC Green Bond Assessment as defined under
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any relevant PRC laws or regulations; (2) cannot be included in any registration statement, offering circular,
prospectus or any other documents submitted to the PRC regulatory authorities or otherwise used to satisfy any
PRC regulatory disclosure requirement; and (3) cannot be used within the PRC for any regulatory purpose or for
any other purpose which is not permitted under relevant PRC laws or regulations. For the purposes of thisdisclaimer, “PRC” refers to the mainland of the People’s Republic of China, excluding Hong Kong, Macau andTaiwan.
16. AMENDMENTS / SEVERABILITY.
Moody’s may amend these Terms from time to time by posting an amended version on its website or a successor
webpage where Moody’s generally posts its customer subscription agreement(s) and by providing notice toClient of such amended version (including by way of a renewal or billing notice or invoice). Such amendment
will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment
Date”) unless Client first gives Moody’s written notice of rejection of the amendment prior to the Proposed
Amendment Date. In the event of such rejection, these Terms will continue in its existing form, and theamendment will be deemed accepted and become effective at the start of Client’s next Renewal Term following
the Proposed Amendment Date. Client’s continued use of the Information following the Proposed Amendment
Date or commencement of the next Renewal Term, as applicable, will be deemed Client’s consent thereto.
Except as set forth in this “Amendments / Severability” section, these Terms may not be amended in any otherway except through a written agreement by authorized representatives of each party. If any provision of theAgreement is held unenforceable by a court of competent jurisdiction, that provision shall be enforced to the
maximum extent permissible so as to give effect to the intent of the parties, and the remainder of the Agreement
shall continue in full force and effect.
17. NOTICES AND LANGUAGES:
All notices under the Agreement shall be written in the English language and shall be given by the parties asfollows in order to be given effect hereunder: (a) all notices given or made pursuant to the Agreement relating toa claim of breach of the Agreement, indemnification obligations or a pending or threatened legal proceeding,shall be delivered by prepaid express delivery service (e.g., FedEx, UPS, DHL) with a required copy deliveredby electronic mail in order to be effective; and (b) all other notices given or made pursuant to the Agreement
shall be delivered by electronic mail, in either case to the physical and email addresses for the parties as set out
below. In the case of Moody’s, notices shall be sent to “General Counsel, Moody’s Analytics, 7 World Trade
Center, 250 Greenwich Street, New York, NY 10007, USA”, and sent electronically to malegal@moodys.com.
In the case of Client, notices shall be sent to the physical and email addresses specified for Client on the Order
Form. For notices required to be given under paragraph (a), such notice shall be deemed effective on the earlierof: (i) the date of physical delivery, as evidenced by the delivery confirmation provided by the express delivery
service; and (ii) upon the receipt by the sending party of written confirmation by the receiving party; provided,
however, that an automated email confirmation of delivery or read receipt shall not constitute such confirmation.
For notices given paragraph (b), such notice shall be deemed effective when sent (as recorded on the device
from which the sender sent the electronic mail), unless the sender receives a machine-generated message thatdelivery has failed.

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