Complex or Non-Cash Gift
Supplemental Terms

1. Scope, Application, and Classification

1.1. Application to specified matters

These Supplemental Terms apply to any proposed or accepted Contribution, structure, workflow, or transaction that TrustBridge designates as a complex or non-cash gift matter, whether by hyperlink, portal notice, transaction page, application package, gift agreement, side letter, transfer package, schedule, controlled workflow, or other written or electronic notice.

1.2. Complex or non-cash gifts

For purposes of these Supplemental Terms, a "Complex Gift" means any proposed Contribution that TrustBridge classifies, in its sole discretion, as non-cash, non-liquid, restricted, thinly traded, privately held, asset-based, high-risk, operationally sensitive, reputationally sensitive, valuation-sensitive, cross-border, contingent, liability-bearing, or otherwise requiring enhanced review, structuring, documentation, monitoring, or post-closing management.

Without limitation, a Complex Gift may include: cash-substitute or non-cash property in the form of real estate and real-property interests; closely held business interests; private company shares; partnership or membership interests; private equity interests; restricted or non-public securities; cryptocurrency or other digital assets; art; collectibles; precious metals; intellectual property; royalties; receivables; life insurance rights; loan notes; other contractual rights; partial interests; testamentary or deferred transfers of such assets; and any asset or structure involving multi-jurisdiction issues, pending sale processes, post-closing liabilities, or unusual regulatory or banking requirements.

1.3. TrustBridge classification and reclassification right

TrustBridge may classify, reclassify, subdivide, or combine matters as Complex Gifts at any time before or after receipt, acceptance, posting, transfer, conversion, liquidation, or distribution if TrustBridge determines that the relevant matter requires enhanced review or different handling.

1.4. No entitlement

No person or entity has any right to have any proposed Contribution treated as acceptable, to have any proposed structure approved, to have any specific receiving vehicle used, to have any asset valued or receipted in any particular manner, to have any asset liquidated by any particular date, or to have any particular side arrangement or transaction implemented.

2. Interpretation and Additional Definitions

2.1. Incorporation of Terms

The Terms are incorporated into these Supplemental Terms by reference as if set out in full.

2.2. Additional definitions

For purposes of these Supplemental Terms only:

• "Asset Documents" means all information, records, certificates, reports, appraisals, opinions, notices, consents, agreements, statements, filings, transfer instruments, confirmations, supporting materials, and other documents or evidence that TrustBridge requests in relation to a proposed or accepted Complex Gift.
• "Environmental Laws" means all applicable laws, regulations, directives, permits, orders, common-law duties, and similar requirements relating to environmental matters, contamination, pollution, remediation, waste, emissions, hazardous or toxic substances, human health, land use, building condition, water, air, or similar matters.
• "Environmental Loss" means any loss, liability, damage, claim, demand, cost, expense, penalty, fine, remediation cost, cleanup cost, investigation cost, consultant cost, legal cost, monitoring cost, diminution in value, delay, or adverse consequence arising out of or relating to any actual or alleged environmental condition, environmental non-compliance, release, discharge, contamination event, or similar matter.
• "Hazardous Substance" means any substance, material, condition, or contaminant that is hazardous, toxic, dangerous, polluting, regulated, reportable, infectious, explosive, flammable, corrosive, carcinogenic, or otherwise subject to restriction, remediation, monitoring, or disclosure under Environmental Laws.
• "Hazardous Substance Event" means any storage, holding, existence, release, emission, discharge, generation, processing, abatement, removal, disposition, transportation, migration, or other presence or movement of any Hazardous Substance on, in, under, from, or affecting any relevant property or any surrounding property.
• "Liquidity Support Arrangement" means any repurchase right, put option, redemption undertaking, installment acquisition arrangement, buyer-of-last-resort undertaking, sale cooperation undertaking, liquidity reserve, escrow arrangement, guaranty, support agreement, or other arrangement that TrustBridge requires in order to improve liquidity, reduce holding risk, or manage eventual disposition.
• "Loss" means any loss or liability arising in whole or in part from (i) a breach of any representation, warranty, covenant, undertaking, certificate, or disclosure obligation relating to a Complex Gift, or (ii) any tort or other breach of legal duty by any contributor, transferor, indemnitor, arranger, or related person or any employee or agent of any such person, whether the loss or liability is direct or consequential and whether or not within the reasonable contemplation of the parties, and including liability to subsequent buyers or other third parties, liability to the issuer or underlying entity, taxes, penalties, interest, reasonable attorneys' fees and other professional fees and costs incurred to prevent, eliminate, mitigate, investigate, dispute, or defend against such loss or liability, and financing costs.
• "Network Receiving Entity" means TrustBridge, any Network Member, supporting organization, affiliated charitable entity, or other TrustBridge-approved person or entity designated by TrustBridge to act as the legal receiving, holding, screening, converting, administering, monitoring, liquidating, transferring, or disposing entity in connection with a Complex Gift, including, by way of illustration and without limitation, Givers Legacy Foundation, International Generosity Foundation, and any other Network Member or affiliated charitable entity, in each case to the extent permitted by Applicable Law and approved by TrustBridge.
• "Ownership Liability" means any tax, fee, charge, levy, insurance premium, maintenance cost, capital contribution requirement, debt service burden, filing cost, compliance cost, transfer cost, recordation cost, storage cost, custody cost, property cost, operational cost, professional fee, enforcement cost, or other actual or potential liability, obligation, or expenditure incurred by TrustBridge wholly or partly because TrustBridge has accepted, holds, secures, maintains, manages, transfers, liquidates, distributes, or disposes of a Complex Gift or its proceeds, excluding any loss finally determined to have resulted from TrustBridge's unlawful intent, fraud, willful misconduct, or gross negligence.
• "Realization Event" means any sale, merger, acquisition, tender, redemption, refinancing, recapitalization, liquidation, dissolution, exchange, distribution, redemption of units, exercise of rights, settlement event, exit transaction, monetization event, or other event affecting ownership of, or producing proceeds or liquidity from, a Complex Gift.
• "Release" means any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing, or other movement or depositing of any substance.
• "Remediation" means any response, removal, correction, cleanup, detoxification, decontamination, containment, monitoring, investigation, sampling, testing, study, assessment, audit, reporting, repair, restoration, or other action taken to investigate, prevent, cure, mitigate, or remedy any environmental condition, Release, or non-compliance with Environmental Laws.

3. TrustBridge Discretion, Acceptance Conditions, and Structuring Rights

3.1. Enhanced review

A Complex Gift may be accepted only after such due diligence, valuation review, documentation review, structuring analysis, compliance review, banking review, tax review, reputational review, operational review, and internal approval process as TrustBridge requires.

3.2. Conditional and staged acceptance

TrustBridge may condition, defer, reject, suspend, reverse, unwind, or partially accept any proposed Complex Gift; may accept only part of the proposed asset or only a reduced interest; may require staged transfer mechanics; and may require satisfaction of pre-closing, interim, post-closing, or ongoing conditions before or after acceptance.

3.3. Required ancillary documents

TrustBridge may require one or more gift agreements, deeds, side letters, indemnities, escrow agreements, transfer instructions, consents, waivers, legal opinions, tax memoranda, sale support documents, beneficial ownership certifications, or Liquidity Support Arrangements as conditions to review, acceptance, or continued holding.

3.4. No waiver by preliminary review

Any preliminary discussion, indicative feedback, diligence call, review of draft documents, or statement that a matter is approved in principle does not constitute acceptance of a Complex Gift and does not bind TrustBridge unless and until TrustBridge expressly accepts the relevant Contribution in accordance with the Terms and the required transaction documents.

4. Additional Contributor Representations, Warranties, and Undertakings

Each person making, procuring, arranging, or supporting a Complex Gift hereby declares, confirms, represents, warrants, and undertakes vis-à-vis TrustBridge as follows, both at the time of initial submission and again at the time of transfer or acceptance:

4.1. Title, authority, and transferability

The contributor has full legal and beneficial title to the proposed contributed asset, or full authority satisfactory to TrustBridge to transfer it, and has full power and authority to enter into and perform all agreements, consents, certificates, and transfer documents required in relation to the Complex Gift. The proposed transfer, if completed in accordance with the approved documents, will transfer to TrustBridge good, valid, and marketable title to the interest being transferred, free and clear of all liens, charges, encumbrances, options, rights of first refusal, co-sale rights, adverse claims, side arrangements, and other third-party rights other than (i) those fully disclosed to and expressly accepted by TrustBridge in writing or contained in the disclosed governance documents, and (ii) restrictions imposed by Applicable Law, including applicable securities laws.

4.2. Full disclosure

All material facts relating to the asset, the transfer, the issuer, the obligor, the property, the underlying business, the relevant counterparties, and any actual or contemplated monetization or exit event have been fully disclosed to TrustBridge. Without limitation, the contributor has disclosed: any debt, mortgage, pledge, guarantee, capital-call obligation, deferred consideration, tax lien, lease, easement, title defect, pending distribution, option, warrant, drag-along right, tag-along right, buy-sell provision, shareholder restriction, transfer restriction, governance approval requirement, regulatory approval requirement, litigation, threatened claim, sanctions issue, anti-money laundering concern, environmental issue, insurance deficiency, pending or binding sale arrangement, pending financing, pending recapitalization, beneficial ownership complexity, or material side letter or oral arrangement affecting the asset or its transfer.

4.3. Accuracy and completeness of Asset Documents

All Asset Documents delivered to TrustBridge are true, complete, current, authentic, and not misleading in any material respect. There are no other written agreements, documents, or verbal agreements other than those disclosed to TrustBridge in writing that govern or materially affect the ownership or operation of the underlying entity or property, the transfer of ownership interests, the rights or obligations of holders or related entities, or the relationships among them.

4.4. Solvency and non-avoidance

The proposed transfer does not render the contributor insolvent and is not voidable, preferential, fraudulent, challengeable, or otherwise improper under Applicable Law.

4.5. Charitable intent and no improper private benefit or prohibited compensation

The contributor intends and anticipates that the Complex Gift, and any resulting distributions, sale proceeds, or other realizations, will be administered by TrustBridge in a manner that advances the charitable purposes associated with the relevant Fund and TrustBridge's mission. The proposed Complex Gift, any related structure, and any related Realization Event will not result in improper private benefit, prohibited self-dealing, excess benefit, private inurement, or other impermissible economic benefit to any Prohibited Person or Restricted Person. No donor, Fund Holder, Fund Advisor, Successor, manager, affiliate, family member, consultant, or related entity is entitled to receive, and no side arrangement provides for, any undisclosed fee, rebate, carry, commission, finder's fee, reimbursement, consulting compensation, redemption priority, guaranteed liquidity, or other direct or indirect financial benefit arising out of the transfer, holding, management, or disposition of the asset, except to the extent fully disclosed to and expressly accepted by TrustBridge in writing.

4.6. Lawful origin and compliance

The asset, any associated proceeds, and the transfer structure are lawful, are not derived from unlawful conduct, and do not involve any sanctions evasion, money laundering, fraud, bribery, corruption, market abuse, tax evasion, unlawful circumvention, or similar misconduct.

4.7. Pending sale or liquidity process

If any sale, tender, merger, recapitalization, redemption, refinancing, or other Realization Event is pending, anticipated, or under discussion, that fact has been fully disclosed to TrustBridge together with all related draft or executed documents, communications, and timing information.

4.8. Continuing duty to notify

The contributor shall notify TrustBridge without undue delay of any change, development, trigger event, notice, claim, investigation, default, valuation change, governance change, or other event that could affect the asset, its transfer, its value, its legality, its liquidity, or TrustBridge's risk position.

4.9. Cooperation before and after closing

The contributor shall provide such further assurances, signatures, consents, updates, documents, explanations, access, and operational cooperation as TrustBridge reasonably requests before acceptance and after acceptance, including during any period in which TrustBridge remains owner, holder, beneficiary, secured party, or transferor of the relevant asset.

4.10. Multiple contributors and indemnitors

If more than one person transfers, supports, or indemnifies a Complex Gift, the obligations of those persons under these Supplemental Terms and any related transaction documents are joint and several unless TrustBridge expressly agrees otherwise in writing.

4.11. Holding companies and underlying entities

Where the gifted asset is an interest in a holding company, feeder vehicle, intermediate entity, or similar structure, the representations, warranties, disclosures, and cooperation obligations in these Supplemental Terms extend, to the extent relevant, to the material underlying entities, assets, and operations beneath that structure.

5. Due Diligence, Documentation, and Continuing Information Rights

5.1. General document request right

TrustBridge may require any Asset Documents it considers appropriate, whether before acceptance, at closing, after acceptance, during the holding period, during a Realization Event, or after disposition.

5.2. Translation and form requirements

TrustBridge may require that Asset Documents be provided in English or accompanied by English translations. Unless TrustBridge requires a certified translation, a translation submitted to TrustBridge may be treated as accompanied by the submitting party's attestation that it is accurate to the best of that party's knowledge and of satisfactory quality.

5.3. Categories of required materials

Without limitation, TrustBridge may request one or more of the following: governance documents; constitutional documents; capitalization tables; registers of members or shareholders; partnership, shareholder, subscription, operating, or buy-sell agreements; tax returns; financial statements; management accounts; budgets; projections; title reports; deeds; surveys; appraisals; environmental reports; lease schedules; insurance certificates; account statements; wallet confirmations; transaction histories; beneficial ownership information; litigation summaries; sale documents; offering memoranda; bank confirmations; control and affiliate disclosures; legal opinions; regulatory clearances; and transfer instruments.

5.4. Asset Donation Form and similar intake materials

TrustBridge may require completion of an asset donation form, contribution questionnaire, source-of-funds declaration, or similar intake materials, together with supporting evidence concerning value, cost basis, ownership history, acquisition method, percentage and quantity of the interest proposed to be transferred, and whether there is any deadline or current obligation to sell.

5.5. Item-specific document expectations

Without limiting TrustBridge's general rights, the following asset-type requirements apply:

5.6. Ongoing information rights

If TrustBridge accepts and continues to hold a Complex Gift, the contributor shall provide, or cause the relevant issuer, manager, company, obligor, property manager, or other relevant party to provide, such periodic or event-driven information as TrustBridge reasonably requests, including financial statements, tax forms, notices to owners, governance updates, insurance confirmations, valuation updates, and draft transaction documents for any proposed Realization Event.

6. Valuation, Receipting, and Fund Crediting

6.1. Donor responsibility for donor-side tax treatment

The contributor remains solely responsible for the contributor's own valuation, appraisal, tax reporting, filing, disclosure, deductibility, and compliance obligations in connection with a Complex Gift.

6.2. TrustBridge valuation rights

TrustBridge may accept, reject, discount, question, re-evaluate, supplement, or decline to rely on any appraisal, valuation, or pricing support provided by the contributor. TrustBridge may require an independent appraisal, a secondary appraisal, a valuation memorandum, a marketability discount analysis, or another valuation method or review at the contributor's cost or, where TrustBridge elects, at TrustBridge's cost recoverable under the Terms.

6.3. Fair-market-value standard and timing

Unless TrustBridge determines that another measure is more appropriate under Applicable Law or the transaction structure, valuation for internal accounting or administrative purposes may be based on the fair market value of the asset as of the effective date on which TrustBridge takes legal ownership or on another date or method that TrustBridge reasonably determines to be appropriate in the circumstances.

6.4. Liabilities affecting value

TrustBridge may take account of any debt, mortgage, lien, restriction, carrying cost, tax exposure, transfer friction, lack of marketability, minority discount, control limitation, environmental burden, pending claim, pending sale condition, or similar factor in determining whether an asset is acceptable and what value, if any, should be assigned for internal purposes.

6.5. No obligation to confirm donor valuation

TrustBridge may describe the property received without confirming or endorsing the contributor's asserted value except to the extent required by Applicable Law.

6.6. Provisional balances and adjustments

Any Fund credit, internal balance display, or provisional value attributed to a Complex Gift before final monetization is informational only, may be revised by TrustBridge at any time, and does not constitute a guarantee of realizable value, receipt value, available balance, or future grantmaking capacity.

6.7. Net realized value

Unless TrustBridge expressly states otherwise, the relevant Fund may be credited with the net realized value of a Complex Gift after deducting or reserving for taxes, Assessments, costs, professional fees, storage, insurance, partner charges, settlement costs, foreign exchange, reserves, holdbacks, indemnity exposure, and other permitted deductions and adjustments.

7. Acceptance, Transfer, and Closing

7.1. Completion of transfer

A proposed Complex Gift is not complete until TrustBridge or its approved receiving vehicle has received the asset in the required form, together with all required transfer instruments and supporting materials, and TrustBridge has accepted the transfer.

7.2. Closing conditions

TrustBridge may impose closing conditions including delivery of executed documents, legal opinions, appraisals, consents, account-control steps, legend removals, escrow arrangements, notarizations, blockchain verifications, title confirmations, insurance confirmations, beneficial ownership verification, and evidence that no new material adverse fact has arisen.

7.3. Partial or restructured acceptance

TrustBridge may accept a reduced percentage or quantity of an asset, may require transfer into an alternate structure, may separate accepted from unaccepted components of a package, and may require restructuring of the transfer for legal, banking, tax, or operational reasons.

7.4. Failure of closing conditions

If required conditions are not satisfied by the date TrustBridge specifies, or if the facts change materially before completion, TrustBridge may terminate review, withdraw any preliminary approval, require revised documents, or decline the gift.

7.5. Further assurances

At any time, and from time to time, the contributor shall execute and deliver such additional instruments and take such additional actions as TrustBridge reasonably considers necessary or desirable to effect, confirm, perfect, maintain, transfer, dispose of, or protect TrustBridge's ownership or rights in relation to the Complex Gift.

8. Ownership, Management, Holding Period, and Liquidity

8.1. TrustBridge ownership and control

Upon acceptance, the Complex Gift becomes the sole legal and beneficial property of TrustBridge or the Network Receiving Entity and remains subject to its exclusive ownership, control, and discretion.

8.2. No promised holding or disposition strategy

TrustBridge or the Network Receiving Entity may hold, manage, convert, hedge, liquidate, sell, redeem, exchange, assign, contribute, transfer, or distribute a Complex Gift or its proceeds at such time, in such manner, in such sequence, through such structure, and on such terms as it considers appropriate. TrustBridge or the Network Receiving Entity has no duty to liquidate immediately, to liquidate at the first available opportunity, to maximize price according to any donor preference, or to follow any donor timing request.

8.3. Illiquidity, volatility, and no guarantees

8.4. Management rights while held

While TrustBridge holds a Complex Gift, TrustBridge or the Network Receiving Entity may exercise or refrain from exercising ownership, voting, consent, governance, redemption, conversion, enforcement, or disposition rights in its sole discretion. TrustBridge or the Network Receiving Entity may appoint nominees, delegates, managers, brokers, counsel, custodians, or other representatives in relation to the asset.

8.5. Contributor cooperation while TrustBridge remains owner

Where relevant to the nature of the asset, the contributor shall provide ongoing cooperation, including by promptly forwarding financial statements, tax forms, governance notices, distribution notices, capital-event notices, compliance requests, and draft transaction documents, and by assisting TrustBridge or the Network Receiving Entity with communications, consents, closing mechanics, and post-closing matters.

8.6. No obligation to fund ownership burdens

TrustBridge or the Network Receiving Entity is not obligated to make capital contributions, cure defaults, support working capital, pay debt, pay calls, or preserve the economic position of any underlying asset or entity unless expressly elected to do so. TrustBridge may instead decline, sell, abandon, transfer, write down, or otherwise manage the asset in light of its charitable purposes, legal obligations, and risk position.

8.7. Liquidity support arrangements

TrustBridge or the Network Receiving Entity may condition acceptance or continued holding on the existence or later execution of one or more Liquidity Support Arrangements, including by the contributor, a related person, a co-owner, a manager, an issuer, or another creditworthy party acceptable to TrustBridge.

8.8. Put option, repurchase, and other liquidity protection rights

As a charitable owner, TrustBridge or the Network Receiving Entity may determine that it should secure, whenever reasonably possible, a means of converting a Complex Gift into cash or other liquid value. Accordingly, TrustBridge or a Network Receiving Entity may, in its sole discretion, require the contributor, any indemnitor, or any other person that has agreed to provide liquidity support (each, a "Liquidity Obligor") to purchase all or part of the gifted interest or otherwise provide a Liquidity Support Arrangement. Unless a related transaction document states otherwise, TrustBridge may exercise this right at any time after the third anniversary of acceptance of the relevant gifted interest and before the twelfth anniversary of such acceptance, or earlier if TrustBridge reasonably determines that Applicable Law, tax considerations, banking constraints, holding-period limitations, or other material charitable or compliance considerations justify earlier action. The purchase price or equivalent support value shall be the fair market value of the relevant interest as of the effective date of TrustBridge's notice, as determined by an independent qualified appraiser or valuation expert selected by TrustBridge.

9. Taxes, Assessments, Costs, Reserves, and Concurrent Cash Support

9.1. Assessments and case costs

Complex Gifts may be subject to due diligence assessments, origination assessments, ongoing administrative assessments, investment oversight assessments, special handling charges, case-specific professional fees, partner costs, legal and tax costs, valuation costs, insurance costs, storage costs, foreign exchange costs, and other Assessments and recoverable costs authorized by the Terms, the Giving Solutions Guide, transaction-specific materials, or direct written notice.

9.2. Cost recovery sources

TrustBridge may recover Assessments, taxes, costs, and liabilities from the Complex Gift itself, from distributions or sale proceeds, from amounts otherwise attributable to the relevant Fund, from concurrent cash contributions or reserves, or from any other source permitted under the Terms or an applicable transaction document.

9.3. Accrual where liquid balance is insufficient

If the relevant Fund or transaction does not have sufficient liquid balance to satisfy costs, Assessments, or Ownership Liabilities when incurred, TrustBridge may accrue the relevant amount and collect it later from distributions, sale proceeds, other Fund assets, or subsequent contributions to the extent permitted under the Terms.

9.4. Taxes and withholding

TrustBridge may estimate, reserve for, deduct, or withhold for any tax, withholding tax, stamp duty, transfer tax, filing cost, income tax, local levy, excise-type burden, or similar charge that may arise in connection with the transfer, holding, operation, ownership, monetization, or distribution of a Complex Gift or its proceeds.

9.5. Reserves and holdbacks

TrustBridge may establish reserves or hold back any amount it reasonably considers appropriate for actual or potential taxes, indemnity exposure, post-closing obligations, environmental exposure, litigation, claim risk, chargebacks, clawbacks, title issues, compliance exposure, banking risk, settlement risk, or any other actual or potential cost or liability.

9.6. Concurrent cash support or liquidity reserve

If TrustBridge determines that a proposed or accepted Complex Gift is unlikely to generate sufficient liquidity within a period acceptable to TrustBridge, or is likely to generate meaningful carrying costs, taxes, or compliance costs, TrustBridge may require the contributor to make a concurrent cash contribution, establish a cash reserve, or otherwise provide liquid support satisfactory to TrustBridge as a condition to review, acceptance, or continued holding.

9.7. No release of reserved amounts until TrustBridge determines risk has passed

TrustBridge may retain reserved or held-back amounts for such period as it reasonably determines is appropriate in light of the relevant risks. TrustBridge is not required to release reserved amounts merely because a sale has closed, an initial filing has been made, or the contributor believes the relevant risks have subsided.

10. Realization Events, Sale Process, and Post-Closing Matters

10.1. Early notice obligation

The contributor shall notify TrustBridge as early as practicable, and in any event without undue delay, of any actual or proposed Realization Event or other transaction that could affect ownership of, control over, value of, or liquidity from a Complex Gift.

10.2. Document delivery for proposed transactions

TrustBridge shall be provided promptly with all term sheets, letters of intent, purchase agreements, merger agreements, disclosure schedules, escrow terms, indemnity provisions, release documents, payoff materials, wire instructions, settlement memoranda, side letters, and other documents relating to the proposed Realization Event.

10.3. Review and revision rights

TrustBridge may review all relevant documents and may require revisions, additional protections, separate counsel, additional escrow, amended representations, revised closing mechanics, additional approvals, or other conditions before agreeing to participate in any Realization Event.

10.4. Limited representations by TrustBridge

Unless TrustBridge expressly agrees otherwise in writing, TrustBridge may limit its sale, transfer, or closing representations and warranties to its own title, authority, and capacity, and may refuse to give business, environmental, tax, operational, or post-closing indemnities or other liabilities not fully acceptable to TrustBridge.

10.5. Refusal or delay of Realization Event participation

TrustBridge may refuse, defer, or condition participation in any Realization Event if TrustBridge determines that the proposed terms are legally problematic, operationally impracticable, too risky, inconsistent with its charitable obligations, unsupported by sufficient documentation, or otherwise unacceptable.

10.6. Post-closing adjustments and clawbacks

TrustBridge may retain, offset, or recover against proceeds or Fund balances for any post-closing adjustment, indemnity claim, purchase-price adjustment, clawback, tax assessment, working-capital adjustment, escrow shortfall, settlement true-up, or other post-closing obligation or exposure.

10.7. Realization proceeds remain subject to TrustBridge control

Any distribution, redemption amount, sale proceeds, or other value realized from a Complex Gift remains subject to TrustBridge's ownership, reserves, Assessments, taxes, costs, and final discretion under the Terms and these Supplemental Terms.

11. Real Estate and Environmental Matters

11.1. Application to real-property gifts

This Section applies to any Complex Gift consisting of land, buildings, leasehold interests, easements, beneficial ownership in real property, or any direct or indirect real-property interest.

11.2. Environmental representations

Except to the extent fully disclosed to and expressly accepted by TrustBridge in writing, the contributor represents, warrants, and undertakes that: the property and its current and prior use are in compliance in all material respects with applicable Environmental Laws; the contributor has received no written or oral notice alleging any material environmental non-compliance, remediation obligation, release, or environmental claim affecting the property; no Hazardous Substance has been released, disposed of, stored, emitted, discharged, or otherwise introduced on, in, under, or from the property in a manner that could reasonably be expected to create Environmental Loss; there are no underground or above-ground storage tanks, vessels, drums, or other containers that contain or have contained Hazardous Substances located on the property except to the extent fully disclosed; and there are no contaminated materials, asbestos, lead, mold, or similar conditions requiring disclosure, remediation, special handling, or material expenditure except to the extent fully disclosed to and expressly accepted by TrustBridge in writing.

11.3. Environmental diligence, compliance action, and cooperation

TrustBridge may require one or more environmental site assessments, condition reports, engineering studies, local-law reports, tenant disclosures, insurance reviews, or other environmental or property-condition reviews at the contributor's cost or, where TrustBridge elects, at TrustBridge's cost recoverable under the Terms. Until completion of transfer and thereafter to the extent relevant to pre-acceptance conditions or ongoing cooperation obligations, the contributor shall take all actions within its power to keep the property in compliance with Environmental Laws, shall not introduce any Hazardous Substance or permit any Hazardous Substance Event except in full compliance with Environmental Laws and disclosed ordinary-course operations, and shall cooperate with TrustBridge and relevant authorities in connection with any environmental inquiry, corrective action, disclosure, monitoring, or Remediation.

11.4. Ongoing notices

The contributor shall notify TrustBridge immediately upon becoming aware of any environmental notice, contamination event, remediation issue, enforcement inquiry, casualty event, condemnation issue, material building defect, or similar matter affecting the property.

11.5. Environmental indemnity

The contributor shall indemnify and hold harmless TrustBridge and the other indemnified persons described in Section 12.1 from and against any Environmental Loss arising out of or relating to any pre-acceptance environmental condition, environmental non-compliance, Release, contamination, inaccurate disclosure, Hazardous Substance Event, or breach of this Section, except to the extent finally determined to have resulted from TrustBridge's unlawful intent, fraud, willful misconduct, or gross negligence.

11.6. Release and nonexclusive remedies

To the fullest extent permitted by Applicable Law, the contributor waives and releases any claim for Environmental Loss against TrustBridge and the indemnified persons described in Section 12.1 arising from TrustBridge's ownership, management, handling, storage, disposition, investigation, cleanup, Remediation, or other dealing with the property after acceptance, except to the extent finally determined to have resulted from TrustBridge's unlawful intent, fraud, willful misconduct, or gross negligence. This release is in addition to, and not in limitation of, TrustBridge's other rights and remedies.

12. Indemnities, Reimbursement, and Ownership Liability

12.1. Indemnified persons

For purposes of this Section, the indemnified persons are TrustBridge, its board members, officers, employees, delegates, affiliates, Network Members, Partners, special-purpose vehicles, alternate receiving structures, custodians, nominees, and service providers, together with the officers, directors, trustees, employees, and agents of any of the foregoing.

12.2. General indemnity

Each contributor, transferor, arranger, indemnitor, and other person who undertakes obligations in relation to a Complex Gift shall indemnify and hold harmless the indemnified persons from and against all Loss, Ownership Liability, and all other losses, liabilities, costs, claims, damages, expenses, taxes, penalties, interest, fees, and adverse consequences arising out of or relating to: any breach of the Terms, these Supplemental Terms, or any related transaction document; any false, misleading, incomplete, inaccurate, or outdated information, document, representation, or certification supplied by or on behalf of that person; any undisclosed restriction, encumbrance, side arrangement, liability, or third-party claim attached to the Complex Gift; any transfer defect, title defect, authority defect, or enforceability defect; any tax, filing burden, capital-call burden, ownership burden, environmental burden, litigation matter, fraud matter, sanctions matter, compliance matter, or other risk not fully disclosed and expressly accepted by TrustBridge; and any third-party claim arising out of that person's acts, omissions, or misconduct in relation to the asset or its transfer.

12.3. Ownership Liability reimbursement

In addition to the general indemnity above, the relevant persons described in Section 12.2 shall, upon demand, pay or reimburse any Ownership Liability to the extent that, at the time of demand, the Complex Gift, its proceeds, and the relevant available liquid Fund balance are insufficient to satisfy that Ownership Liability.

12.4. Professional fees and enforcement costs

The indemnities in these Supplemental Terms include reasonable legal, tax, accounting, valuation, consulting, brokerage, environmental, storage, travel, investigation, dispute-management, and enforcement costs incurred to prevent, mitigate, investigate, defend, settle, manage, or recover against the relevant exposure.

12.5. Mitigation and netting of recovery

TrustBridge may, but is not obligated to, pursue insurance or third-party recovery before demanding payment under this Section. To the extent TrustBridge actually receives duplicative recovery from insurance or a non-affiliated third party in respect of a particular indemnified loss, the amount of that specific duplicated recovery may be taken into account in calculating any net indemnity shortfall, after deduction of reasonable recovery costs.

12.6. Survival

All indemnities, reimbursements, cooperation duties, and recovery rights in these Supplemental Terms survive acceptance, transfer, monetization, distribution, closure of the relevant Fund, termination of the relationship, and any subsequent transfer or disposition of the Complex Gift or its proceeds.

13. Compliance, Restricted Uses, and Continuing Screening

13.1. Enhanced compliance measures

TrustBridge may apply enhanced due diligence, source-of-funds review, source-of-wealth review, beneficial ownership review, sanctions screening, anti-fraud review, anti-bribery review, reputational review, cyber review, blockchain analysis, and other risk-based measures to any Complex Gift, related parties, counterparties, underlying assets, and receiving structures.

13.2. Ongoing screening and re-verification

TrustBridge may continue screening and re-verifying identities, ownership, wallet information, authority, bank details, counterparties, and other information at any time before or after acceptance or during any holding period or Realization Event.

13.3. Refusal, suspension, or unwind right

Without limitation to any right in the Terms, TrustBridge may refuse, suspend, delay, condition, reverse, unwind, or restructure a Complex Gift or related transaction whenever TrustBridge determines that required diligence has not been completed, documentation is insufficient, risk is elevated, the matter is connected to a Restricted Person, or the matter otherwise presents unacceptable legal, tax, accounting, reputational, banking, sanctions, environmental, operational, liquidity, valuation, or liability risk.

13.4. No circumvention and no donor-control side arrangements

No contributor or related person may use a Complex Gift structure to circumvent restrictions on private benefit, donor control, excess benefit, self-dealing, sanctions, anti-money laundering requirements, banking restrictions, or other Applicable Law or TrustBridge policy constraints.

13.5. Disclosure and information sharing

TrustBridge may disclose Asset Documents, due diligence materials, and related information to affiliates, Network Members, Partners, banks, custodians, insurers, appraisers, counsel, regulators, tax authorities, law enforcement, counterparties, and other relevant persons to the extent TrustBridge reasonably considers such disclosure necessary for review, compliance, administration, risk management, enforcement, or disposition of the Complex Gift, in each case subject to Applicable Law and any applicable privacy framework.

14. No Advice; Independent Counsel; No Reliance

14.2. Independent advisers

Each contributor and related person remains solely responsible for obtaining independent professional advice regarding the legal, tax, accounting, valuation, regulatory, environmental, and economic consequences of the proposed gift, its timing, any appraisal, any filing, any deduction claim, any pending sale, and any related transaction.

14.3. Coordination without duty

TrustBridge may communicate or coordinate with a contributor's advisers for operational efficiency, but no such communication or coordination creates any advisory duty, fiduciary duty, or professional-client relationship between TrustBridge and the contributor or any other person.

14.4. No reliance

No person may rely upon any statement, example, illustration, discussion, workflow guidance, or document request made by or on behalf of TrustBridge as professional advice or as a promise that a Complex Gift, valuation, receipt, sale, or structure will achieve any intended tax, legal, accounting, regulatory, or financial outcome.

14.5. No adverse construction against preparer

To the fullest extent permitted by Applicable Law, these Supplemental Terms and any related transaction documents shall not be construed against or interpreted to the disadvantage of any party by reason only of that party having drafted, proposed, or supplied the relevant language.

15. Liability Allocation and Preservation of Fund Terms Framework

15.1. Continued application of Terms liability framework

The Terms, and any other relevant limitation-of-liability, no-guarantee, reimbursement, and indemnity provisions of the Terms, apply fully to matters governed by these Supplemental Terms.

15.2. Additional Complex Gift risk allocation

Without limiting the Terms, TrustBridge shall not be liable for any loss, delay, refusal, impairment, depreciation, missed sale opportunity, valuation difference, market movement, carrying cost, title issue, environmental consequence, tax consequence, failed transfer, failed Realization Event, or other adverse consequence arising out of or relating to a Complex Gift except to the extent that such liability cannot lawfully be excluded or limited under mandatory law.

15.3. Mandatory-law carve-out

Nothing in these Supplemental Terms excludes, restricts, or limits TrustBridge's liability for unlawful intent, fraud, willful misconduct, or gross negligence, or otherwise to the extent that such exclusion, restriction, or limitation is ineffective under mandatory law.

16. Governing Law, Dispute Resolution, Amendments, and Survival

16.1. Governing law and dispute resolution

The governing-law, Christian conciliation, mediation, arbitration, interim-relief, and court-jurisdiction provisions of the Terms apply to these Supplemental Terms and any non-contractual matters arising out of or in connection with them as if set out in full in these Supplemental Terms.

16.2. Electronic acceptance and binding effect

These Supplemental Terms may be accepted electronically, by controlled workflow, by click-through, by signature, by execution of related transfer documents, by submission of a request to proceed, or by participation in a workflow or transaction for which TrustBridge states that these Supplemental Terms apply, in each case to the fullest extent permitted by Applicable Law.

16.3. Amendments

TrustBridge may amend these Supplemental Terms from time to time in accordance with the amendment and notice framework set out in the Terms.

16.4. Survival

Any provision of these Supplemental Terms that by its nature should survive acceptance, non-acceptance, transfer, sale, liquidation, closure, or termination survives, including provisions relating to disclosures, valuation, taxes, costs, reserves, indemnities, cooperation, confidentiality, dispute resolution, and liability allocation.

16.5. Language

These Supplemental Terms may be made available in more than one language for convenience. To the extent permitted by Applicable Law, the English version prevails in the event of inconsistency.