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Rating Action:

MOODY' S ABCP RATING ACTIONS FOR THE SEVEN DAY PERIOD ENDED DECEMBER 12, 2002:

13 Dec 2002
MOODY' S ABCP RATING ACTIONS FOR THE SEVEN DAY PERIOD ENDED DECEMBER 12, 2002:

New York, December 13, 2002 -- MOODY'S PUBLISHES THIRD QUARTER ABCP MARKET OVERVIEW

Uncertainty continues to plague the ABCP market in the latter half of 2002. Low interest rates, poor economic conditions, and uncertainty on economic, accounting and regulatory points were all evident. The market shrank, albeit by a mere two tenths of a percent. Both issuers and investors are engaged in a "wait and see" strategy as they attempt to gauge the effects of these current economic and regulatory factors.

Moody's Third Quarter Market Overview titled "ABCP Market Overview: Third Quarter 2002 - Walking In Place, Face to the Wind" provides some insight and summaries of the issues that have been affecting the market. The article explains financial influences, such as the continuing low yields on ABCP and recent high-profile ABS defaults. It also examines regulatory factors, such as the Basel committee's working paper on securitization and the impending FASB consolidation interpretation. The Third Quarter Market Overview also examines significant aspects of the ABCP market, such as the largest increases in asset pools in the third quarter, and it provides details on the market's largest dealers, administrators, and conduits.

This article is available at http://www.moodys.com.

MOODY'S RATED THE FOLLOWING ABCP CONDUITS PRIME-1 DURING THE PERIOD DECEMBER 5, 2002 THROUGH DECEMBER 12, 2002:

MOODY'S ASSIGNS PRIME-1 RATING TO THE ABCP OF CANCARA ASSET SECURITISATION LIMITED

Moody's has assigned a definitive rating of Prime-1 to the asset-backed commercial paper ('ABCP') conduit Cancara Asset Securitisation Limited ('Cancara'). Cancara is a newly established, partially supported, hybrid ABCP program sponsored by Aaa/Prime-1/A rated Lloyds TSB Bank PLC ('Lloyds TSB'). Cancara will be Lloyds TSB's first ABCP conduit. Prime-1 rated Lloyds TSB is appointed as administrator of Cancara and has delegated certain administrative functions to Global Securitization Services L.L.C (GSS). Notwithstanding such delegation, Lloyds TSB remains primarily liable as administrator and has covenanted to indemnify Cancara against any losses arising out of the failure to perform any of the administrative duties

Cancara will be able to purchase or finance various asset types via different purchasing com-panies. Broadly speaking, they can be divided into two different categories: Client receivables transactions, in particular trade and consumer receivables, via Gresham Receivables Limited (multiseller portion); and highly rated securities purchased pursuant to pre-agreed investment criteria via Dragon Securities Limited (securities arbitrage portion). The securities arbitrage portion has a "buy and hold to maturity" investment philosophy. Accordingly, investors are not exposed to the changes in the market value of securities typically associated with actively man-aged investment portfolios.

Lloyds TSB, in its role as Investment Advisor is expected to underwrite and structure all of Cancara's purchases. Except for highly rated securities purchased by Dragon Securities Limited, Moody's will review each seller addition prior to inclusion into Cancara.

Moody's Prime-1 rating is based on, among other things: Moody's review of all assets prior to acquisition, except for highly rated securities purchased in accordance with pre-agreed investment criteria; tight investment criteria, which include asset class and obligor restrictions as well as a limitation on assets eligible for purchase to assets rated Aa3 or above (90% of the securities will be Aaa at time of purchase); the dynamic nature of credit enhancement for credit arbitrage portion; the provision for a cease issuance of commercial paper should available credit enhancement be less than that which is required under the program documentation; liquidity support from Prime-1-rated institutions with a funding basis of non-defaulted assets; hedging agreements with Prime-1-rated counterparties that mitigate interest rate and currency risk; standby letter of credit provided by Lloyds TSB; and adequate expense coverage through overdraft facility, expense facility and a committed standby L/C provided by Lloyds TSB to the Issuer.

The following feature is specific to the Cancara program. The corporate structure of the Cancara program is segregated to enable program-wide credit enhancement (PWE) to be available only to receivables transactions purchased or financed by Gresham Receivables (multiseller portion). The credit arbitrage portion, Dragon Securities, does not have access to PWE.

Lloyds TSB will provide an irrevocable standby letter of credit (L/C) only to support eligible receivables which shall be no less than the higher of (i) five percent (5%) of the face amount of the outstanding Commercial Paper Notes issued to purchase or finance the purchase of such Eligible Receivables, and (ii) U.S. $12,500,000. As mentioned above, Dragon Securities Limited will not have access to this L/C.

For further details, please see Moody's press release dated December 9, 2002.

MOODY'S RATES DAIMLERCHRYSLER REVOLVING AUTO CONDUIT LLC PRIME-1

Moody's Investors Service has assigned a rating of Prime-1 to DaimlerChrysler Revolving Auto Conduit LLC (DRAC) for its $3 billion asset-backed commercial paper (ABCP) program. DRAC is a newly established single-seller ABCP program sponsored by DaimlerChrysler Services North America LLC (DCS), a Michigan limited liability company and a wholly-owned subsidiary of DaimlerChrysler Corp. DCS is the administrator of the DRAC program. It is a wholly owned subsidiary of DaimlerChrysler Corp. and an indirectly owned subsidiary of DaimlerChrysler AG (A3/Prime-2).

The rating is based primarily on the support from the liquidity facilities, an interest rate hedge agreement to DRAC from Prime-1 rated HSBC Bank USA, the quality of the assets to be included in the program, and the program's legal structure.

DRAC will fund its acquisitions of the assets by issuing commercial paper in two series. The two series will share ratably in the assets of DRAC. Both series are rated P-1 by Moody's. The form of liquidity agreement for the program has been constructed to absorb only liquidity risk, not credit risk associated with the underlying assets that will eventually be financed through the DRAC program. DRAC's ABCP issuance is backed by a liquidity facility provided by a 19-bank syndicate of Prime-1 rated banks. The administrative agent is JP Morgan Chase Bank. It, together with Deutsche Bank holds the largest amounts of the liquidity commitment at $270 million each.

DRAC will purchase discrete amortizing pools of receivables backed by retail installment sales contracts for new and used automobiles and light-duty trucks originated by DaimlerChrysler Service North America LLC (DCS) dealers. These pools may be purchased up to the program limit of $3 billion. The bankruptcy remote structure, eligible receivables parameters and proposed credit enhancement levels for the receivable purchases are, at this time, consistent with a prospective long-term rating of no less than Aa2.

JPMorgan Chase Bank (Aa3/P-1/B) will serve as depositary for the program and as Administrative Agent for the lenders under the liquidity agreement. Certain important administrative duties of the ABCP program will be performed by JP Morgan Chase as well.

For further details, please see Moody's press release dated December 11, 2002.

MOODY'S ASSIGNS PRIME-1 RATING TO MANE FUNDING

Moody's has assigned a prospective Prime-1 rating to the asset-backed commercial paper ("ABCP") of Mane Funding Corp ("Mane"). Mane is a newly established, partially supported ABCP program sponsored by ING Bank NV ("ING"). Mane is a single-seller program and will provide credit protection and/or funding to ING.

The first pool addition is structured as a credit derivative. Mane uses the proceeds of ABCP to make loans ("CP Loans") to a Cayman special purpose vehicle ("Mane Cayman"). In turn, Mane Cayman provides credit protection to ING in respect of a portfolio of rated ABS and corporate bonds pursuant to a credit protection swap (the "Swap"). The ABCP proceeds serve a dual purpose: first, they provide collateral for Mane Cayman's contingent obligations under the Swap; second they can be used to repay ABCP in the event of a funding disruption. The maximum authorized ABCP for this pool is approximately EUR 4 billion. Other asset pools may be financed by Mane in the future, subject to prior ratings confirmation.

The Prime-1 rating of Mane's ABCP is based on, among other factors, Moody's Aa1 rating of the Swap, the availability of the collateral to repay ABCP in the event of a funding disruption, cease issuance triggers and ABCP loan acceleration events including (i) a downgrade of the Swap below A1 and (ii) reduction of the Reserve Threshold below 1.875%; the Prime-1 rating of ING as Swap counterparty and collateral account bank; and structural protections in order to achieve bankruptcy-remote status for Mane and Mane Cayman.

There is no program-wide credit enhancement for Mane. Transaction-specific enhancement of 2.75% is provided by way of a reserve threshold under the Swap. In addition, excess spread accrues at a pre-determined rate of approximately 0.2% per annum.

A recovery rate of 50% is assumed in respect of any defaulted assets. On each occasion that an asset becomes defaulted, the reserve threshold will be reduced by an amount equal to the assumed loss. The reserve threshold is initially set at 2.75%. Once the reserve threshold is reduced to zero, an amount will be transferred out of the Collateral Accounts in respect of the related credit protection payment. ABCP proceeds are deposited in Collateral Accounts held with ING in the name of Mane Cayman. The collateral will be used to make any protection payments under the Swap. In addition, it is available to repay maturing ABCP. As for traditional partially supported conduits, ABCP investors benefit from 100% liquidity support, subject to the risk that asset defaults exceed the available credit enhancement.

ABCP funding costs will be financed by way of interest earned on the Collateral Accounts. Any remaining shortfall, together with program expenses, will be paid by ING as Swap premiums. Any possible currency mismatch is dealt with under the terms of the Swap. In the event that the Swap is downgraded below A1 or the Reserve Threshold is reduced below 1.875% then (i) no further ABCP may be issued, and (ii) the CP Loans will immediately accelerate. Upon acceleration of the CP Loans, the collateral will be withdrawn and transferred to Mane pending the maturity of outstanding ABCP.

ING Capital Markets LLC ("ING Capital") is the administrator of the program with responsibility for, among other things, cash administration, the issuance of ABCP and withdrawal of collateral. ING Capital already acts as administrator for Mont Blanc Capital Corp. Moody's believes ING Capital has the necessary systems and ability to perform its functions.

For further details, please see Moody's press release dated December 9, 2002.

MOODY'S RATED THE FOLLOWING STRUCTURED INVESTMENT VEHICLE PRIME-1/Aaa DURING THE PERIOD DECEMBER 5, 2002 THROUGH DECEMBER 12, 2002:

MOODY'S ASSIGNS DEFINITIVE RATINGS TO SENIOR PROGRAMS OF TANGO FINANCE LIMITED AND TANGO FINANCE CORP.

In London, Moody's has assigned definitive ratings to the debt programs of Tango Finance Limited ("Tango") and Tango Finance Corp. ("Tango USA"). The programs collectively have a program size of $20 billion. The ratings include the following:

1. a short-term credit rating of Prime-1 to the Euro-Commercial Paper Program of Tango;

2. a short-term credit rating of Prime-1, and a long-term credit rating of Aaa to the Euro Medium Term Note Program of Tango;

3. a short-term credit rating of Prime-1 to the U.S. Commercial Paper Program of Tango USA; and

4. a short-term credit rating of Prime-1, and a long-term credit rating of Aaa to the U.S. Medium Term Note Program of Tango USA.

Tango is a structured investment vehicle incorporated as an exempted company in the Cayman Islands. Tango will purchase diversified investment grade assets with the proceeds of debt issuance under the above programs. Income Notes issued by Tango will provide additional funds for investment and credit enhancement for investors in the rated notes. The structure will rely on the ability of Tango to sell or restructure the portfolio of assets, should it prove necessary to defease the rated debt.

Tango USA is a wholly owned subsidiary of Tango, incorporated in Delaware for the sole purpose of co-issuing with Tango, US Medium Term Notes ("USMTNs") and US Commercial Paper ("USCP"). The USMTNs and the USCP, together with the Euro Commercial Paper and Euro Medium Term Notes issued by Tango, will be secured by, inter alia, a floating charge over the assets held by, or on behalf of, Tango.

Moody's Aaa and Prime-1 ratings on the above programs are based primarily upon, among other things: (1) the eligibility criteria and mark-to-market procedures to be followed for assets within the portfolio held by Tango; (2) the overcollateralization requirements, which will be calculated on a weekly basis according to the composition of the portfolio; (3) interest rate and currency hedging requirements that limit exposure to market risk to a narrow range; (4) liquidity facilities granted by Prime-1 banks, together with certain liquid assets to be held within the investment portfolio; (5) the expected performance of Coöperatieve Centrale Raiffeisen - Boerenleenbank B.A. (Rabobank International) as investment manager and funding manager; (6) the provision by Citibank International plc of tested systems and risk management tools to Tango, independent of the investment and funding Manager; (7) the expected performance of Citibank as operational and technology support manager; and (8) the defeasance and enforcement processes whereby the portfolio will be managed in accordance with certain restrictions or wound down if various events occur. Moody's ratings address the likelihood that investors will receive payments as promised in the event of enforcement (which may include the early redemption of the securities) and not the probabilities of early redemption or enforcement.

For further details, please see Moody's press release dated December 6, 2002.

THE RATINGS OF THE FOLLOWING ABCP PROGRAMS WERE CONFIRMED BY MOODY'S DURING THE PERIOD NOVEMBER 21, 2002 THROUGH DECEMBER 5, 2002:

JPMORGAN CHASE'S PARCO AND DELAWARE FUNDING EACH PURCHASE $325 MILLION UNRATED SENIOR CERTIFICATE

JPMorgan Chase's Delaware Funding Corp. (DFC) and Park Avenue Receivables Corp. (PARCO) purchased a total of $650 million unrated senior asset-backed certificates from a new series issued out of an established credit card master trust. The underlying assets are Visa and MasterCard credit card receivables. Subordination for the senior certificate is 6% in the form of a letter of credit. In addition, each conduit has incrementally increased its respective program credit enhancement as required.

DFC's program limit is set at $17.5 billion. As of December 9, 2002, total commitments were $10.66 billion, with outstanding ABCP at $8.65 billion and total program credit enhancement of $1.8 billion.

As of December 9, 2002 Parco's total commitments were $12.42 billion with outstanding ABCP at $7.71 billion and program credit enhancement of $1.6 billion.

BLB'S GIRO BALANCED FUNDING AND BNP PARIBAS' STARBIRD FUNDING EACH PURCHASE UNRATED CERTIFICATES FROM NEWLY ISSUED SERIES OF CREDIT CARD MASTER TRUST

Bayerische Landesbank's Giro Balanced Funding and BNP Paribas' Starbird Funding purchased unrated certificates from a new series of an established credit card master trust. GBFC purchased a $200 million senior certificate that has 6% subordination, while Starbird purchased the $42 million subordinated certificate. The certificates are backed by MasterCard and Visa credit card receivables. Both conduits have ABCP tenor limits of 30 days and have incrementally increased their respective program credit enhancement. The purchases by both conduits replaced certificates issued from a different credit card master trust.

GBFC's program limit is set at $7.5 billion. As of November 31, 2002, GBFC' total commitment was $4.24 billion, with outstanding ABCP at $3.96 billion and program credit enhancement of $523.6 million.

Starbird's program limit is set at $5 billion. As of December 9, 2002, Starbird has a total commitment of $1.7 billion, with outstanding ABCP at $950 million and program credit enhancement of $135 million.

WESTLB'S PARADIGM FUNDING AND COMPASS PURCHASE AN INTEREST IN A $1 BILLION REVOLVING SENIOR NOTE

Paradigm Funding LLC (Paradigm) and Compass Securitization LLC, through Compass US Acquisition LLC (Compass US), each a partially supported, multiseller conduit sponsored by WestLB AG (Aa1/Prime-1/D), purchased an interest in a $1 billion revolving senior note backed by vehicle loans originated by an investment-grade-rated finance subsidiary of an automobile manufacturer and distributor. Paradigm acquired a $600 million interest, and Compass US acquired a $400 million interest in the note. The transaction benefits from deal-specific credit enhancement in the form of a 1.5% fully funded reserve account, 4.5% subordination, and excess spread. Also, Paradigm is increasing its program-level credit enhancement by 10% and Compass US is increasing its program-level credit enhancement by 5% of the amount of their respective interests in the note. Currently, Paradigm is authorized to issue up to $8.4 billion of ABCP and has about $530 million of program-level credit enhancement; Compass US is authorized to issue up $11.89 billion of ABCP and has about $698.5 million of program-wide credit enhancement.

CHARTERMAC ISSUES $52 MILLION NAT-4 SERIES OF LOW FLOATER CERTIFICATES RATED Aaa/PRIME-1

CharterMAC Trust, a fully supported certificate program, issued variable rate demand certificates, called Low Floater Certificates ("Low Floaters"), which are backed by a pool of tax-exempt bonds issued by state and local housing authorities. Each new Series of Low Floaters is issued via a series supplement under a trust which was originally established in 1998. This is the sixth series being issued under the trust. The Low Floaters are fully supported by liquidity provided by a syndicate of Prime-1 rated banks. Each Low Floater is also backed by a surety bond issued by Aaa rated MBIA.

Goldman Sachs, as remarketing agent and placement agent, resets the interest earned on the Low Floaters on a weekly basis. Since the Low Floaters have no set maturity date, investors may tender them with at least seven days' notice to CharterMAC. If Goldman Sachs is unable to remarket the tendered Low Floaters, liquidity will be drawn in an amount sufficient to repay the principal and interest accrued on the tendered Low Floaters.

CharterMAC is currently authorized to issue up to $456.5MM in Low Floater Certificates.

IBEX'S FENWAY FUNDING AMENDS PURCHASE LIMIT OF TWO TRANSACTIONS

Fenway Funding LLC, a fully supported ABCP conduit that issues extendible ABCP known as Secured Liquidity Notes "SLNs," sponsored by IBEX Capital Markets, increased the purchase limit of an existing transaction by $400 million to $1.35 billion, and decreased the purchase limit of another transaction by $450 million to $1.40 billion. The increased purchase limit transaction is backed by a participation interest in sub-prime auto loan-backed notes, credit cards, and trade receivables while the transaction with the decreased purchase limit is backed by a participation interest in corporate loans originated by a U.S.-based nonbank financial services company. Liquidity to fully support both these transactions is provided through a combination of a funding obligation for the principal amount of the SLNs and a cost of funds swap for the interest component of the SLNs, both provided by an A2/Prime-1-rated U.S.-based, nonbank financial services company. Fenway is now authorized to issue up to $6.75 billion of SLNs.

BANK OF NOVA SCOTIA'S LIBERTY STREET INCREASES FULLY SUPPORTED DEAL

Liberty Street Funding Corp., The Bank of Nova Scotia's (Aa3/Prime-1/B) partially supported, multiseller ABCP conduit, increased its commitment in a fully supported receivables transaction to $125 million from $75 million. Proceeds will be used to support a rental car franchise. Full liquidity support is provided by The Bank of Nova Scotia, with the $50 million incremental increase in the program provided by another Prime-1 rated bank. Investors will also benefit from a 10% incremental increase in the program letter of credit. Liberty currently has just approximately $5 billion in ABCP commitments and approximately $3.3 billion in ABCP outstanding.

SUMITOMO MITSUI'S MANHATTAN ASSET FUNDING ACQUIRES $50 MILLION INTEREST IN $90 MILLION REVOLVING TRADE RECEIVABLES PURCHASE FACILITY

Manhattan Asset Funding Company LLC (Manhattan), a partially supported, multiseller conduit, sponsored by Sumitomo Mitsui Banking Corp. (SMBC) (A3/Prime-1/E), acquired a $50 million interest in a $90 million revolving purchase facility of trade receivables originated by an unrated manufacturer and distributor of telecommunication products, computer peripherals and home and industrial machine tools. Bank of Tokyo-Mitsubishi Trust Ltd.'s (A2/Prime-1/D-) Gotham Funding Corp. is a co-purchaser of this facility. A minimum of 15% of deal-specific credit enhancement is being provided, but it will adjust dynamically depending upon asset performance. Also, incremental program-level credit enhancement of 10% of the outstanding purchased receivables was added. Manhattan is authorized to issue up to $5 billion of ABCP. Currently, Manhattan has about $1.02 billion in outstanding ABCP, with $166 million in program-level credit enhancement.

MOODY'S CONFIRMS PRIME-1 RATING OF MILLENNIUM ASSET FUNDING CORP.

In Tokyo, Moody's confirmed the Prime-1 rating of Millennium Asset Funding Corp. ("Millennium") following its execution of amendments to raise the maximum yen liquidity commitments by UFJ Bank Limited (A3/ Prime-1/E). Consequently, the authorized amount of Millennium's ABCP program was increased to 300 billion yen from 100 billion yen.

Millennium is a multiseller, fully supported asset-backed commercial paper ("ABCP") program sponsored by UFJ Bank Limited. The program will purchase yen-denominated beneficiary interests backed by various assets, and will issue ABCP in the Japanese ABCP market only.

ROYAL BANK OF CANADA'S THUNDER BAY FUNDING INC. REMOVES FULL LIQUIDITY SUPPORT FOR $123.93 MILLION CREDIT CARD-BACKED INTEREST

Royal Bank of Canada's Thunder Bay Funding Inc. removed the full liquidity support to a $123.93 million Baa2-rated credit card note. The note is from a series issued from a credit card note trust backed by retail credit card receivables. The risk to ABCP investors is minimized through a short ABCP tenor and an ABCP cease issuance event. In addition, there was an incremental increase in the conduit's program credit enhancement. As of December 10, 2002 Thunder Bay's authorized limit was $8 billion, with outstanding ABCP at $3.22 billion. Through October 31, 2002, total program credit enhancement was $1.7 billion.

SUN TRUST'S THREE PILLARS ADDS $40 MILLION VARIABLE FUNDING NOTE FROM CREDIT CARD MASTER TRUST

Three Pillars Funding Corp. ("TPFC"), Sun Trust Bank's (Aa2/Prime-1/B+) multiseller ABCP conduit, purchased a partially supported, $40 million Class A variable funding certificate issued by a credit card master trust. The certificate, which was purchased by Three Pillars from another Prime-1 rated ABCP conduit, is backed by MasterCard/Visa credit card receivables.

A required reserve in the form of a subordinate Class B Certificate provides a first loss protection and must always equal at least 20% of the aggregate outstanding principal balances of the Class A and Class B Certificates. Liquidity is provided by Prime-1 rated Sun Trust Bank and funds based on good assets. Program-level credit enhancement for Three Pillars was increased by 10% ($4 million) of the purchase commitment.

TPFC is now authorized to issue up to $4.27 billion of ABCP.

For a more detailed description of these ABCP programs, see Moody's GLOBAL ASSET-BACKED BACKED COMMERCIAL PAPER MARKET REVIEW, which is published quarterly. This information is also available at http://www.moodys.com.

New York
Samuel Pilcer
Managing Director
Structured Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Letitia Accarrino
Vice President - Senior Analyst
Structured Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

No Related Data.
© 2019 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES (“MIS”) ARE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MOODY’S PUBLICATIONS MAY INCLUDE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. SEE MOODY’S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY’S RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY’S OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. CREDIT RATINGS AND MOODY’S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY’S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY’S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, 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 ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.

CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSES AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK.

All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing the Moody’s publications.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information.

NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CREDIT RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.

Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any rating, agreed to pay to Moody’s Investors Service, Inc. for ratings opinions and services rendered by it fees ranging from $1,000 to approximately $2,700,000. MCO and MIS also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”

Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors.

Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for ratings opinions and services rendered by it fees ranging from JPY125,000 to approximately JPY250,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

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