SaP Global Market Intelligence MASTER SUBSCRIPTION AGREEMENT ‘This Master Subscription Agreement (“Agreement”) is entered into as of September 16, 2021 (the “Eifective Date”), by and between Plasticos Bandrex, S.A. De C.V., located at SOLERAS 100-3 COL. JOCOTAN ZAPOPAN MX 45017 Mexico (*Client”) and S&P Global Market Intelligence LLC, a Delaware limited lability company whose principal office is located at 55 Water Street, New York, NY 10041, For purposes of this Agreement, “S&P” means S&P Global Market Intelligence LLC, S&P Global Ine, of any of S&P Global Inc.'s subsidiaries (collectively, the “S&P Entities”) that publish andior distribute the Services (as defined below) and that has entered into a pricing schedule ("Pricing Schedule”), incorporating one or more services attachments (each, a “Services Attachment”) for provision ofthe Services hereunder. In this Agreement and its related Pricing Schedules, unless the context requires otherwise ‘© words importing the singular shall include the plural and vice versa; ‘© words importing any gender shall include the other genders and vice versa; + words importing natural persons shall include firms, corporations and any other entities recognized by law and * references to the word “include” shall mean “including, without limitation” or “including, but not limited to"; ‘+ headings used are for reference purposes only and shall not affect the interpretation of this Agreement ot any of its related Pricing Schedules In consideration of the mutual promises and covenants contained herein, the parties hereto hereby agree as Follows: 1:1. Subject tothe terms ofthis Agreement, S&P grants tothe Subseriber identified on the Pricing Schedule a non- exclusive, non-tcansferable, limited license to access and use the Services internally. Such access and use shall be subject to additional terms and conditions stated in each applicable Pricing Schedule and limited to those Authorized Units identified on the Pricing Schedule. Unless specified otherwise, reference to a Pricing Schedule shall include the accompanying Services Attachments and any exhibits, appendices and/or schedules in connection therewith, 12. Dell ‘The following terms shall have the meanings set forth below. 1.2.1. “Adiliate” means an entity either directly or indirectly Controlled by, Controlling or under common ‘Control with the Client named above. 1.22, “Authorized User” means an employee of Subscriber authorized by S&P (or by Subscriber's System ‘Administrator as permitted in the applicable Pricing Schedule) to access the Services. 1.23, “Authorized Unit” collectively refers to the emttiesitems specified in a Pricing Schedule (e.g. department, sits, et). 124, “Control” means having a one hundeed percent (100%) equity voting interest or the sole power to direct of eause the diteetion of the management or policies of the entity, whether through the ability to exercise voting, power, by contract or otherwise. 12.' “Services” means $&P's information products, data, services and software identified in the applicable Pricing Schedule 1.26, “Subscriber” means the entity or entities either the Client named above and/or any Aftite(s) identified ‘on any Pricing Schedule, 1.2.7, “Thirdsparty Provider” means a supplier of data, information, software, services or other items that are part ofor otherwise used in connection withthe Services. 1.3. Subscriber shall not (a) license, sublicense, transfer, sell, resell, publish, reproduce and/or otherwise redistribute the Services or any components thereof in any manner or (b) provide access to the Services or any portion thereof to any person, firm or entity other than an Authorized Unit. Subscriber shall take all precautions that are reasonably necessary to prevent any unauthorized access, distribution or redistribution ofthe Services. 14. — Except as expressly permitted in a Pricing Schedule, Subscriber shall not: (a) use the Services as part of Subscriber's intranet or other internal network; or (b) create archival or derivative works based on the Services or any portion thereof of (c) modify, reverse engineer, disassemble, decompile, database or store the Services or any software ‘contained therein. The Client named above and exch Subseriber shall ensure compliance with the terms and conditions of this Agreement and the applicable Pricing Schedule. 1.5, Each Pricing Schedule executed hereunder and cach ofits accompanying Services Attachments shall constitute 4 separate agreement and, except as expressly set forth therein, shall be subject to the terms and conditions of this ‘Agreement. In the event af any conflict among the terms of this Agreement, any Pricing Schedule or the accompanying (01068920.0; Master Subscription Agreement; Version: 2; Agreement Generation Date: September 10, 2021 LUSMSACO-101{MasterSubscription \gr)Rev060e2020 of?SEP Globe Market Intelligence Services Attachment, the terms of the foregoing documents shall control inthe following order: the Pricing Schedule, the Services Attachment and the Agreement, Except as may be specifically provided for in « Pricing Schedule, any ‘modifications contained in any Pricing Schedule shall not modify this Agreement with respect to any other Pricing Schedule. 1.6. Subseriber shall not use the Services, in whole or in part, in any manner that competes with S&P or the S&P Entities. Without limiting the foregoing, unless Subscriber enters ito a separate agreement with S&P, Subscriber shall not tse or permit use of the Services or any data ineluded therein in connection with the creation, structuring, development, managing, trading, marketing and/or promotion of any financial instrument or other investment product that is based on, or seeks to match the performance of, all or any portion of the Services or any data contained therein such as, without limitation, a security whose capital andior income value is calculated based on changes in value of an SSP index. 1.7. Modifications/Undates/Enhancements L7.A1. S&P reserves the right to alter, modify or discontinue the Services and any portions or configurations thereof from time to time, Such alterations and/or modifications may include addition or withdrawal of features, andior data or changes in instructions andor documentation. 1.72. So long as Subseriber isnot then in default or breach hereunder, S&P will make available to Subscriber luting the term of this Agreement and any applicable Pricing Schedule, updates to the Services provided that such ‘updates are generally made available by S&P at no additional charge to other subscribers 1173. S&P may, in its sole discretion, make available enhancements, upgrades and other improvements (individually and collectively, “Enhancements”) to the Services for additional fees. Subscriber may choose to receive same, and upon payment of the applicable fees, such Enhancements shall be deemed to be licensed to Subscriber under the applicable Pricing Schedule, unless a separate Pricing Schedule or other agreement has been entered into between S&P and Subscriber with respect to such Enhancements. 2. Delivery/Access, Subscriber may access the Services via the method stated in the applicable Pricing Schedule, and only in accordance with the restrictions set forth therein. Subscriber shall hold, and shall ensure that all of its Authorized Users hold, any passwordsluser IDs issued in connection with access to the Services in strict confidence, and instruct all Authorized Users of their obligations in this regard. Subscriber shall promptly advise S&P’ of any actual or ‘threatened unauthorized disclosure or misuse of the Services or any such passwords/user IDs by Subscriber and shall cooperate with S&P in enforcing the restrictions and limitations set forth herein. 3. Term/Termination, 3.1. This Agreement shall commence on the Effective Date and shall continue in effect for as long. as any related Pricing Schedule remains in effect. 3.2. The nom-breaching party may terminate the applicable Pricing Schedule in the event of o material breach thereof which is not cured within thiry (30) days of written notice of such material breach. In addition, if there is @ material breach by Subscriber of the proprietary rights of S&P the S&P Entities or their Third-party Providers, then S&P shall have the right to terminate this Agreement and all Pricing Schedules. 33. Either party may terminate any or all Pricing Schedules upon written notice to the other if the other party is adjudicated as bankrupt or ia petition in bankruptcy is filed by or against the other party or if the other party makes an assignment for the benefit of ereditors or an arrangement pursuant to any bankruptcy actor insolvency laws. 3.4. _ If S&P determines in its sole, reasonable discretion, to generally discontinue offering or providing the Services cr any portion thercof, S&P may terminate that portion of the applicable Pricing Schedule that relates to such discontinued ‘materia; in such event, S&P shall have no liability other than to make a prorated refund to Subscriber of any unearned fees prepaid by Subscriber 3.8. Upon aay termination of any Pricing Schedule or Services by either party, Subseriber (a) shall cease al use of the applicable Services; (b) shall expunge such Services and any portion or copies thereof from all of Subscriber's clectronie systems, except as otherwise provided in subsection 3,5(c) below andlor in an applicable Pricing Schedule; and (6) may retain portions of the Services only to the extent necessary for compliance with statutory audit requirements and applicable law or regulations only if such retained portions of the Services are (i) maintained in a restricted, secure, non- testing, non-production, back-up, archivalype environment; (if) used by Subseriber solely to the extent necessary t0 respond to investigations and/or audit requests from relevant regulatory agencies; and (ji) not used in any other manner or repurposed (e.g, incorporated into new materials or reports) following termination of the applicable Pricing Schedule, At S&P"s request, Subscriber shall certily 10 S&P in writing that Subscriber has fully complied with the foregoing cexpungement requirement. 4, Beesand Charges, (01068920.0; Master Subscription Agreement; Version 2; Agreement Generation Date: September 10,2021 USMSAC0-L01(MasterSubseriptionAge)Rev60et2020 2of?S&P Global Market Intelligence 4.1. As consideration forthe services granted by S&P under this Agreement, within thinly (30) days of the date of the S&P invoice, Subscriber shall pay fees and charges stated in the applicable Pricing Schedule, in U.S. Dollars (unless otherwise stated in the Pricing Schedule), plus all applicable value-added, sales, use and similar taxes. Failure to pay fe and charges when due will result ina late charge ata rate of one percent (1%) per month on all amounts due and not paid within thiny (30) days of the date of S&P's invoice until the time of payment. Subscriber's failure to pay amounts when {due constitutes @ material breach, In addition to all other rights and remedies available to S&P at law or in equity, S&P also may suspend delivery of the Services oF any component thereof for as long as any amount remains unpaid when due. 4.2, Where applicable, Subscriter may increase or decrease the number of Authorized Units on or by which the Servieas are accessed, used, installed or displayed, subject to the following: (a) any additions to the number of Authorized Units that are agreed t0 by S&P shall take effect on a prorated, prospective basis during the then-current term of the applicable Pricing Schedule; and (b) Subscriber may reduce the number of Authorized Units by providing written notice to S&P at least forty-five (45) days prior to the next renewal date ofthe applicable Pricing Schedule, sue reduction to take effect as oF such renewal date. In both instances, fees may be adjusted as applicable, 4.3, To the extent required by applicable law, Subscriber shall be entitled to withhold fiom the fees paid to S&P any withholding taxes provided that (a) Subscriber pays the amount so deducted to the relevant tax authority and (b) Subscriber delivers to S&P an original receipt from the relevant tax authority evidencing the amount withield. Such receipt shall be furnished atthe time such fee is paid to S&P or as soon thereafter as is practicable. Ifthe withholding rate can be reduced by application of a tax treaty, S&P hereby elects to apply the reduced withholding rate applicable under such tax treaty. If Subscriber requires a special certificate or form from S&P to support the application of such tax treaty, such certificate or form must be requested from S&P atthe time of execution of this Agreement or the applicable Pricing Schedule 5. Disclaimer of Warranties and Limitation of Liabilities, 5.1, S&P, THE S&P ENTITIES, AND THEIR THIRD-PARTY PROVIDERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE OR USE AS TO THE. SERVICES, INCLUDING THE INFORMATION, DATA, SOFTWARE OR PRODUCTS CONTAINED THEREIN OR TH RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF 52. A REFERENCE TO A PARTICULAR INVESTMENT OR SECURITY, A CREDIT RATING OR ANY OBSERVATION CONCERNING AN INVESTMENT OR SECURITY PROVIDED IN THE SERVICES IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SUCH INVESTMENT OR SECURITY OR MAKE ANY OTHER INVESTMENT DECISIONS AND DOES NOT ADDRESS THE SUITABILITY OF ANY INVESTMENT OR SECURITY, THE SERVICES SHOULD NOT BE RELIED ON AND ARE NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND EXPERIENCE OF SUBSCRIBER, ITS MANAGEMENT, EMPLOYEES, ADVISORS AND/OR CLIENTS IN MAKING INVESTMENT AND OTHER BUSINESS DECISIONS. S&P DOES NOT ACT’ NOR SHALL BE DEEMED TO BE ACTING AS A FIDUCIARY IN PROVIDING THE SERVICES 53. NDITHER S&P, THE S&P ENTITIES NOR ANY OF THEIR THIRD-PARTY PROVIDERS GUARANTE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICES OR ANY COMPONENT THEREOF OR ANY COMMUNICATIONS, INCLUDING ORAL OR WRITTEN COMMUNICATIONS (INCLUDING. ELECTRONIC COMMUNICATIONS) OR OUTPUT WITH RESPECT THERETO. NEITHER S&P, THE S&P ENTITIES NOR ANY OF THEIR THIRD-PARTY PROVIDERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS IN THE SERVICES. THE SERVICES AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND SUBSCRIBER'S ERVICES [8 AT SUBSCRIBER'S OWN RISK. S&P SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR (A) THE PROCUREMENT, INSTALLATION OR MAINTENANCE OF ANY EQUIPMENT ON WHICH THE SERVICES ARE ACCESSED BY SUBSCRIBER; (B) ANY COMMUNICATIONS CONNECTION BY WHICH THE SERVICES ARE TRANSMITTED; (C) THE TRANSMISSION TO SUBSCRIBER OF THE SERVICES BEYOND THE POINT OF S&P’S OR ITS SERVICE FACILITATOR’S COMPUTER FACILITY; OR (D) ANY FEES PAYABLE BY SUBSCRIBER FOR ANY COMMUNICATIONS LINES TO ANY DISTRIBUTOR OR TO ANY OTHER PERSON, FIRM OR ENTITY. 55. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL S&P, THE S&P ENTITIES OR ANY OF THEIR THIRD-PARTY PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, TRADING LOSSES, BUSINESS INTERRUPTION LOSSES OR LOST TIME OR GOOD WILL, EVEN (01068920.0; Master Subscription Agreement; Version: 2; Agreement Generation Date: September 10, 2021 LUSMSACO-101(MasteSubscriptionAg”)Rev060e2020 Sof?S&P Global Market Intelligence IP THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. 56. _ NEITHER S&P, THE S&P ENTITIES NOR ANY OF THEIR THIRD-PARTY PROVIDERS SHALL BE LIABLE (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8, BELOW, “INDEMNITY FOR INFRINGEMENT") FOR ANY CLAIMS AGAINST SUBSCRIBER BY THIRD PARTIES, 5.1. _ INNO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF S&P, THE S&P ENTITIES, AND THEIR THIRD-PARTY PROVIDERS IN CONNECTION WITH THE SERVICES AND/OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE FEES PAYABLE BY SUBSCRIBER TO S&P UNDER THE APPLICABLE PRICING SCHEDULE FOR THE SERVICE IN QUESTION IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN 5.8, NOTHING IN THIS AGREEMENT SEEKS TO LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. 59, NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT, THE PRICING SCHEDULE AND/OR THE SERVICES MAY BE BROUGHT BY SUBSCRIBER MORE THAN ONE, (1) YBAR APTER SUCH ACTION HAS ACCRUED. 6. Usuge Review, 6.l. Subscriber shall, during the term of this Agreement, maintain full and accurate records (including applicable data in eleetronie format) with respeet to access to and usage of the Services for the most recent thirty-six (36) months. During the term of this Agreement and for a twenty-four (24) month period thereafter, S&P shall have the right, during ‘normal business hours, upon reasonable notice to Subscriber and subject to Subscriber's reasonable security procedures, to (@) review relevant portions of those records; and (b) review the manner of access to and usage of the Service, in each ease tw confirm that fees and charges have been accurately determined and that restrictions on use and access have been observed. In connection therewith, Subscriber agrees, at Subscriber's location, to permit S&P or its representatives to review or receive a demonstration of, any network on or by which any portion ofthe Services ate accessed for purposes of «establishing compliance withthe terms of this Agreement and/or any Pricing Schedule, The costs of any such review shall be borne by S&P unless such review reveals a breach of the terms and conditions of this Agreement by the Subscriber, in Which ease the costs af such review shall be borne by the Subscriber. 6.2. Without limiting anything set forth in Section 6.1 above, an authorized representative of Subscriber shal, at ‘S&P"s request (which shall not be more than once per calendar year), promptly provide a written certification of ‘Subscriber's full compliance with any Authorized Unit terms and any other restrictions set forth inthis Agreement and any Pricing Schedule and/or other relevant information, including Subseriber's assets under management. S&P mey use information obiained by S&P from its own systems or 2 distributor to verify access to and use of the Services by Subseriber. Subscriber agrees 10 cooperate filly with S&P in reconciling any disparities in Authorized Unit counts revealed by such verification procedure, and Subscriber shall promptly pay S&P or S&P shall credit Subscriber's account, a8 appropriate, for the prorated difference, if any, between the amount of fees actually charged Subscriber by S&P and the amount that should have been charged, 7, S&P's Proprietary Rights/Injunctive Relief 7.1. All proprietary tights (including copyrights, trade secrets, database rights and trademark rights) in the Services (including all ratings and ratings symbology and documentation contained therein) are and shall remain the sole and exclusive property of S&P, the S&P Entities and their Third-party Providers. The Services are compiled, prepared, revised, selected and arranged by S&P. the S&P Entities and their Third-party Providers through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and the Services constitue the valuable intellectual property of S&P, the S&P Entities and their Thied-party Providers. Subseriber shall protect the copyrights, trade secrets, database rights, trademarks, and other proprietary rights of S&P, the S&P Entities, and their Thirdeparty Providers in the Services, including any contractual, statutory, or common-law tights, during nd afler the lerm of this Agreement or of any Pricing Schedule. 72. Copying of, use of, access to oF distribution of the Services or any information, data or software contained therein in breach of this Agreement and/or the applicable Pricing Schedule shall cause S&P, the S&P Entities andor their ‘Third-party Providers irreparable injury that eannot be adequately compensated for by means of monetary damages. S&P, the S&P Entities of their Thied-party Providers may enforce the provisions hereof by means of equitable relief (including injunctive relief) in addition 10 any other rights and remedies that may be available. In the event S&P has reasonable rounds to believe Subscriber is violating the terms andor conditions set forth in this Agreement and/or the applicable (01068920.0; Master Subscription Agreoment; Version: 2: Agreement Generation Date: September 10, 2021 LUSMSACO-101(MasteSubscriptionAgr)Rev06022020 Sof?SAP Global Market Intelligence Pricing Schedule, S&P shall have the right to suspend delivery of, or Subscriber's access to, the Services. To the fullest ‘extent permitted by law, the Client named above and each Subscriber shall be jointly and severally liable to and indemnity and delend S&P, the S&P Entities and their Third-party Providers from and against any and al costs, claims, damages or liabilities (including reasonable atiomeys" fees) arising out of use ofthe Services by Subscriber, except to the extent such claims directly arise from Section 8. below, Indemnity for Infringement. 73. Inthe event that Subseriber uses any portion ofthe Services containing the data from a Third-party Provider in breach of this Agreement, Subseriber agrees that any such Third-party Provider of any portion of the Services may enforce its rights against Subsoriber as an intended third-party beneficiary of this Agreement. Subscriber shall, where applicable, and as required to receive certain portions of the Services, enter into separate agreements with S&P, the S&P Entities ‘and/or Thitd-party Providers, and Subseriber shall comply with any conditions, restrictions or imitations imposed therei 74. IF S&P oF Subseriber wishes to use promotional material referring to the other paty, its services or marks, the party desiring to use such material shall, before using it, submit such material to the other party for review and writen Approval, which review and written approval shall be in such party's sole discretion to grant or withhold 8. __Indemnity for Infringement. Ifa third-party claim or litigation is made or brought against Subseriber alleging that S&P”s proprietary content inthe Services as provided to Subscriber by S&P inffinges upon a copyright, database right, wademack or US. patent, S&P shall indemoity and defend Subscriber against those damages, lisilities and costs including reasonable attorneys’ fees) that are directly incurred by Subseriber as the result of such third-party claim or litigation, provided, however, that Subscriber's use of the Services is in compliance with the terms and conditions ofthis Agreement ‘and the applicable Pricing Schedule. "This indemnification obligation shall be subject to Subseriber promptly notifying ‘S&P in wiiting of the claim or the commencement of litigation against it covered by such indemnification (provided ‘Subscriber's filuce to do so shall not relieve S&P of its inderanity obligation under this Section 8. except to the extent S&P is prejudiced by such failure) and permitting S&P, at its sole election, to defend or settle such claim or litigation and providing such cooperation as S&P may reasonably require. In the event ofa claim of infringement, S&P reserves the right to (a) use reasonable efforts to modify the affected portion of the Services so that it i non-infringing;(b) obtain permission, at S&P's expense, for Subscriber to continue to use such portion; or () terminate this Agreement and the applicable Pricing Schedule in exchange for a prorated refund of any fees prepaid by Subscriber for the then-current term as liquidated settlement of any liability other than the foregoing obligation of indemnification. 9% Committee on Procedures of the American Bankers Association CUSIP). Subscriber agrees end acknowledges that the CUSIP database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Standard & Poor's CUSIP Global Services (°C: tnd the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to Subseriber in such materials ot in any of the information contained therein. Subscriber 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 sufficient compensation to CGS and ABA; consequently, Subscriber 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 to which CGS land ABA may be entitled, Subscriber agrees that Subscriber 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. Subscriber’s only use of the CUSIP numbers and descriptions shall be in connection with the internal trading and settlement of security transactions, Subseriber further agrees that the use of CUSIP numbers and descriptions is not intended to create or ‘mainiain, and does nat serve the purpose of the ereation or maintenance of, a master file or database of CUSIP descriptions ‘or numbers for itself or any third-party recipient of such materials and is not intended to create and does not serve in any ‘way a5 a substitute for any products and services distributed by CGS. All use by Subscriber of the CUSIP database and the information contained therein is expressly subject to the disclaimers and limitations set forth in Section 5. above. In the ‘event Subscriber has a direct agreoment with CGS, such agreement shall control Subscriber's use of the CUSIP database andlor any information contained therein, 10. Assignment. Suiscriber shall not assign or transfer this Agreement, including any Pricing Schedule without the prior written consent of S&P and any attempted assignment or transfer shall be null and void. In addition to and notwithstanding the foregoing, if the ownership of Subscriber at any time shall pass out of the majority control of is then= current owners by sale of stock ot assets, merger or otherwise, Subscriber shall give S&P not fewer than thirty (30) days prior written notice tothe effective date of any change of control. S&P shall have the right to terminate any or all affected Pricing Schedule(s) by providing written notice to Subscriber within the later of thirty (30) days following (a) receipt of such notice of change of contol; or (b) the date such change of control occurs. IF S&P elects to not exercise the foregoing termination right, any suecessor-in-interest to the Pricing Schedule as a result of the change of control shall assume all Tights and obligations of the Subscriber and shall be responsible for adhering tothe terms thereof. (01068920.0; Master Subscription Agreement; Version: 2; Agreement Generation Date: September 10, 2021 LUSMSACO-101(MasteSubscriptionAg)Rev960e2020 50f7S&P Global Market Intelligence 11. Miscellaneous. 1.1, Governing Law. This Agreement and any Pricing Schedule shall be interpreted, construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of laws provisions thereof. The parties hereto and their successors and assigns irrevocably consent to the exclusive jurisdiction of any courts located in the State of New York, New York County for the resolution of any disputes arising from or related to this Agreement. 11.2. Entire Agreement. This Agreement, together with all Pricing Schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous oral or written agreements, representations, discussions or understandings between the parties with respect to its subject mater. 113, Temms of Agreement as Confidential. The terms of this Agreement and related Pricing Schedules, and any applicable amendments thereto, shall be protected as confidential information and shall not be disclosed to any third parties; provided however, either party may disclose such terms (a) in summary form in connection with the sale or transfer of substantially all of ts assets or (b) as required by applicable law. 114, — Authority and Binding Effect, Each party warrants that its entry into this Agreement, including any Pricing Schedles, is lawful and does not violate any other agreement to which its a party. This Agreement, including the related Pricing Schedules, shall be binding upon, shall continue to operate to the benefit of, and shall be enforceable by the parties and their permitted successors and assigns. Except as otherwise expressly permitted by this Agreement or the related Pricing Schedules, no amendment, including the provisions and terms of any purchase order or other agreement, shall be binding upon the parties unless in writing and signed (either with a handwritten signature or via an electronic signature process) by an authorized representative of the partes 11.5, Waiver. The failure of a party to insist upon strict compliance with any term or condition of this Agreement, including any Pricing Schedule, on any occasion shall not be construed as a waiver with regard to any subsequent failure to ‘comply with such term or condition. No delay in enforcing any right or remedy as a result of a breach of this Agreement shall constitute a waiver thereof. No waiver of any term or condition of this Agreement including any Pricing Schedule shall be effective unless agreed to in writing by the party granting the waiver. 11.6, Compliance with Law. Each party shall perform its obligations under this Agreement, including any Pricing Schedule, in compliance with all applicable laws and regulations, now or hereinafter in effect. Nothing inthis Agreement including any Pricing Schedule shall be construed to mean that either party is required to take any action contrary t0, or prohibited by, or otherwise in violation of any applicable laws or regulations. 117, Severability. If any term oF condition ofthis Agreement, including any Pricing Schedule, is found by a court, administrative agency or jurisdiction to be unenforceable, the remaining terms and conditions shall remain in full force and ‘effect and shall be enforceable to the maximum extent permitted by law. 11.8. Force Majeure. Neither party shall have responsibilty or liability for any delays or interruptions in or feilures of its performance under this Agreement including any Pricing Schedule beyond its reasonable control, including, acts of God, acts of governmental authority, fre, acts of war, terrorism, flood, strikes, severe or adverse weather conditions, power failures or communications line or network failures. 11.9, Independent Conteactors. Fach Subscriber and S&P are independent contractors, and nothing in this Agreement, including any Pricing Schedule, shall be construed or implied to ereate any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the partes. Neither party is an agent or representative ‘of the other or is authorized to make any warranties or assume or create any other obligations on behalf of the other. 11.10, Counterparts. This Agreement and the related Pricing Schedles may be executed in counterparts, all of which together shall be considered one and the same agreement. 1.1L. Survival. Seotions 16, 3.5, 4.1, 43, 5., 6.72.9, IL, 12, and 14. shall survive any termination or expiration of this Agreement and/or related Pricing Schedules. 12. Notices, Unless specified otherwise in an applicable Pricing Schedule, all notices and other communi under this Agreement shall be in writing and shall be deemed to have been duly delivered if addressed as follows and is (8) delivered by hand or seat by reputable courier service or registered or certified mail, return receipt requested or (b) sent by ‘esmal with confirmation of transmission by the transmitting equipment: ito S&P: S&P Contact as indicated on each applicable Pricing Schedule, with a copy to SAP Global Market Intelligence LLC 55 Water Street, New York, NY 10041 ‘Attention: S&P Global Market Intelligence Legal Department (01068920.0; Master Subserption Agreement; Version# 2; Agreement Generalion Date: September 10, 2021 LUSMSACO-101(MasterSubsciption Ag Rev060et2020 608?SP Global Market Intelligence E-mail: SPGMI_LegalNotices@spglobal.com Ito Subscriber: Subscriber Contact as indicated on each applicable Pricing Schedule 13, Economic Sanctions. As ofthe Eftective Date of this Agreement and the applicable Pricing Schedule: (8) neither Subscriber nor SEP (nor any of the subsidiaries or any director or corporate oficer of any of the foregoing entities) is the ‘subject of any santions administered by the Office of Foreign Assets Control ofthe U.S, Department ofthe Treasury, the US. State Department, the United Nations Security Council, the European Union or other relevant sanctions authority (colicetively “Sanctions” (b) nether Subseriber nor S&P is (ity percent (50%) or more owned of controled, directly oF indirectly, by any person or entity that isthe subject of Sanctions, (i) en agency or instrumentality of, or an entity owned of coniolled by, the government of a county tat fs the subjeo of teritorial Sanctions, o (i) loeted, organized, or resident in a county that isthe subject of tersitorial Sanctions; () to the best of Subscriber's knowledge, no entity 50% oF more coved or controlled by a director indirect parent of Subscriber is the subject of Sanctions; and (d) to the best of S&P's knowledge, no entity 50% or more ovmed or controlled by a direct or indirect parent of S&P is the subject of Sanctions. For s log as this Agreement i in effect, ether party will promptly notify the other if any of these cieumstances change. 14, Electronic Agreement “Opt Out”. Unless either party hereto opts out by checking this box (therefore requiring the original Agreement be malntained in paper form), the parties agree thatthe electronic copy ofthis Agreement retained by SAP shal be the “original, wetten, complet and exclusive statement of this Agreement IN WITNESS WIEREOF, the partis hereto, each acting under due and proper authority, have executed this Agreement as of the Effective Date. The parties agree that execution ofthis Agreement via an electronic signature process shall constitute valid execution hereof. Plasticos Bandrex, S.A. De C.V. S&P Global Market Intelligence LLC i ‘Signatire oe Lib yf{202| oe Glass ma, Durston ie (01068920.0; Master Subscription Agreement; Version: 2; Agreement Generation Det: September 10, 2021 LUSMSACO-101(MasterSubscriptionA gr)Rev060e2020 7007