Moodys.com
Please Note
We brought you to this page based on your search query. If this isn't what you are looking for, you can continue to Search Results for ""
The maximum number of items you can export is 3,000. Please reduce your list by using the filtering tool to the left.
Close
Close
Email Research
Recipient email addresses will not be used in mailing lists or redistributed.
Recipient's
Email

Use semicolon to separate each address, limit to 20 addresses.
Enter the
characters you see
Close
Email Research
Thank you for your interest in sharing Moody's Research. You have reached the daily limit of Research email sharings.
Close
Thank you!
You have successfully sent the research.
Please note: some research requires a paid subscription in order to access.
Already a customer?
LOG IN
Don't want to see this again?
REGISTER
OR
Accept our Terms of Use to continue to Moodys.com:

PLEASE READ AND SCROLL DOWN!

 

By clicking “I AGREE” [at the end of this document], you indicate that you understand and intend these terms and conditions to be the legal equivalent of a signed, written contract and equally binding, and that you accept such terms and conditions as a condition of viewing any and all Moody’s inform​ation that becomes accessible to you [after clicking “I AGREE”] (the “Information”).   References herein to “Moody’s” include Moody’s Corporation, Inc. and each of its subsidiaries and affiliates.

 

Terms of One-Time Website Use

 

1.            Unless you have entered into an express written contract with Moody’s to the contrary, you agree that you have no right to use the Information in a commercial or public setting and no right to copy it, save it, print it, sell it, or publish or distribute any portion of it in any form.               

 

2.            You acknowledge and agree that Moody’s credit ratings: (i) are current opinions of the future relative creditworthiness of securities and address no other risk; and (ii) are not statements of current or historical fact or recommendations to purchase, hold or sell particular securities.  Moody’s credit ratings and publications are not intended for retail investors, and it would be reckless and inappropriate for retail investors to use Moody’s credit ratings and publications when making an investment decision.  No warranty, express or implied, as the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any Moody’s credit rating is given or made by Moody’s in any form whatsoever.          

 

3.            To the extent permitted by law, Moody’s and its directors, officers, employees, representatives, licensors and suppliers disclaim liability for: (i) any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with use of the Information; and (ii) any direct or compensatory damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud or any other type of liability that by law cannot be excluded) on the part of Moody’s or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with use of the Information.

 

4.            You agree to read [and be bound by] the more detailed disclosures regarding Moody’s ratings and the limitations of Moody’s liability included in the Information.     

 

5.            You agree that any disputes relating to this agreement or your use of the Information, whether sounding in contract, tort, statute or otherwise, shall be governed by the laws of the State of New York and shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the City and County of New York, Borough of Manhattan.​​​

I AGREE
Rating Action:

Moody's Corrects the Ratings on Three SPC Classes of Freddie Mac SPCs, Series K036, and Affirms the Ratings of Six CMBS REMIC Classes of FREMF 2014-K36

13 Dec 2017

Approximately $1.10 billion of Structured Securities Affected

New York, December 13, 2017 -- Moody's Investors Service has corrected the ratings on three classes of Structured Pass-Through Certificates ("the SPC Classes") issued by Freddie Mac Structured Pass-Through Certificates (SPCs), Series K036 (the "SPC Trust"), and affirmed the ratings on six classes of related CMBS securities (the "REMIC Classes"), issued by FREMF 2014-K36 Mortgage Trust, Multifamily Mortgage Pass-Through Certificates, Series 2014-K36 (the "REMIC Trust").

Complete rating actions are as follows:

Issuer: FREMF 2014-K36 Mortgage Trust, Multifamily Mortgage Pass-Through Certificates, Series 2014-K36

Cl. A-1, Affirmed Aaa (sf); previously on October 13, 2017 Affirmed Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on October 13, 2017 Affirmed Aaa (sf)

Cl. X1*, Affirmed Aaa (sf); previously on October 13, 2017 Affirmed Aaa (sf)

Cl. X2-A*, Affirmed Aaa (sf); previously on October 13, 2017 Affirmed Aaa (sf)

Cl. B, Affirmed A1 (sf); previously on October 13, 2017 Affirmed A1 (sf)

Cl. C, Affirmed A3 (sf); previously on October 13, 2017 Affirmed A3 (sf)

Issuer: Freddie Mac Structured Pass-Through Certificates (SPCs), Series K036

Cl. A-1, Assigned Guaranteed Rating Aaa (sf); Underlying Rating Affirmed Aaa (sf); Underlying Rating previously on October 13, 2017 Affirmed Aaa (sf)

Cl. A-2, Assigned Guaranteed Rating Aaa (sf); Underlying Rating Affirmed Aaa (sf); Underlying Rating previously on October 13, 2017 Affirmed Aaa (sf)

Cl. X1*, Assigned Guaranteed Rating Aaa (sf); Underlying Rating Affirmed Aaa (sf); Underlying Rating previously on October 13, 2017 Affirmed Aaa (sf)

* Reflects interest-only classes.

RATINGS RATIONALE

Today's rating action results from the correction of an error in Moody's prior analysis of the SPC Classes, in which we did not take into account guarantees provided by the Federal Home Loan Mortgage Corp. ("Freddie Mac") for the benefit of the SPC Classes.

The SPC Classes issued by the SPC Trust are associated with the REMIC Classes issued by the REMIC Trust. Each of the SPC Classes represents a pass-through interest in an associated REMIC Class issued by the REMIC Trust. Class A-1 SPC represents a pass-through interest in REMIC Class A-1; Class A-2 SPC represents a pass-through interest in REMIC Class A-2; and Class X1 SPC represents a pass-through interest in REMIC Class X1. The two trusts are interrelated given that the aggregate certificate amount of $1,194,149,718 as of the November 2017 remittance statement, comprised of $999,679,339 in offered SPCs and $194,470,379 in offered REMIC Classes, equals the underlying mortgage loan pool balance of $1,194,149,718.

The six rated REMIC Classes are collateralized by a pool of 75 fixed rate loans. Of these six classes, three REMIC Classes (Classes B, C, and X2-A) were offered to investors, while the remaining three classes (Classes A-1, A-2 and X1, or the "Underlying Guaranteed Classes") were acquired and guaranteed by Freddie Mac and subsequently deposited into the SPC Trust to back the SPCs that were offered to investors. As a result, any guarantee payments made by Freddie Mac on the Underlying Guaranteed Classes will be passed through to the holders of the corresponding SPC Classes. Freddie Mac also guarantees the SPC Classes themselves. Moody's rates Freddie Mac's senior unsecured debt Aaa.

In the prior rating action on the SPC Classes, Moody's did not take into account the benefit, if any, of the guarantees that Freddie Mac provides for these classes. Instead, Moody's assigned one rating to each SPC Class, which reflected the certificate's credit quality absent the Freddie Mac guarantees (the "Underlying Rating"). Today's action corrects this by assigning a new Rating to each of the SPC Classes, which incorporates the benefit, if any, of the Freddie Mac guarantees (the "Guaranteed Rating"). Moody's will now maintain two ratings on each SPC Class, a Guaranteed Rating and an Underlying Rating. The SPC Classes involved in this transaction previously carried ratings of Aaa (sf), which reflected the SPCs' credit quality absent the Freddie Mac guarantees.

In connection with the prior rating actions on the REMIC Classes and the SPC Classes, information about the ratings was displayed on a single web page on Moody's website, moodys.com, associated with the REMIC Trust. As part of today's action, a separate web page has been created on moodys.com for the SPC Trust. The Guaranteed Ratings and the Underlying Ratings on the SPC Classes will now be displayed on the SPC Trust web page, along with the rating history for the Underlying Ratings. The rating history of the Underlying Rating on each SPC Class will match the rating history of the related REMIC Class as shown on moodys.com. Moody's will also update certain identifier and disclosure items related to both the REMIC Classes and the SPC Classes.

In rating the six REMIC Classes for today's action, Moody's applied its CMBS ratings methodology, which combines both commercial real estate and structured finance analysis. Based on commercial real estate analysis, Moody's determines the credit quality of each mortgage loan and calculates an expected loss on a loan specific basis. In structured finance, the credit enhancement for each certificate typically depends on the expected frequency, severity, and timing of future losses. Moody's also considers a range of qualitative issues as well as the transaction's structural and legal aspects.

The credit risk of loans is determined primarily by two factors: 1) Moody's assessment of the probability of default, which is largely driven by each loan's DSCR, and 2) Moody's assessment of the severity of loss upon a default, which is largely driven by each loan's LTV ratio.

The principal and interest (P&I) REMIC Classes were affirmed because the transaction's key metrics, including Moody's loan-to-value (LTV) ratio, Moody's stressed debt service coverage ratio (DSCR) and the transaction's Herfindahl Index (Herf), are within acceptable ranges.

The interest-only (IO) REMIC Classes were affirmed based on the credit quality of their referenced classes.

Under the transaction documents, Freddie Mac guarantees payments on the Underlying Guaranteed Classes and the SPC Classes, including (a) timely payment of interest, (b) payment of related principal on the distribution date following the maturity date of each balloon mortgage loan to the extent such principal would have been distributed to Classes A-1 and A-2, (c) realized losses and other fees/expenses allocated to Classes A-1 and A-2, and (d) ultimate payment of principal by the final distribution date for Classes A-1 and A-2.

Moody's believes that the Freddie Mac guarantees that enhance SPC Classes A-1 and A-2 support complete credit substitution given the strong incentives for Freddie Mac to fulfill its guarantee obligations under this transaction. The failure to fulfill its guarantee obligations under this transaction would have negative credit implications for Freddie Mac. As a result, the Guaranteed Ratings on the SPC Classes A-1 and A-2 are the higher of the support provider's financial strength rating (Aaa, senior unsecured) and the Underlying Rating of the SPC Classes absent Freddie Mac's guarantees.

Moody's notes that the Freddie Mac guarantees on the interest-only SPC Class X1 do not provide additional enhancement. Freddie Mac's guarantee does not cover any loss of yield on this interest-only class following a reduction of notional amount due to a reduction of the principal balance of the REMIC Underlying Guaranteed Classes. Therefore, SPC Class X1's Guaranteed Rating and Underlying Rating reflect only the class' underlying credit risk without credit for the guarantees.

Given the repack nature of the structure, SPC note holders are exposed to the credit risk of the underlying SPC assets, namely, the rated REMIC Underlying Guaranteed Classes. The SPC Trust contains separate pass-through pools, designated as Pass-Through Pool A-1, A-2 and X1, and each holds a corresponding rated REMIC Underlying Guaranteed Class, including REMIC Classes A-1, A-2 and X1, respectively. All cash flow received by each of the Underlying Guaranteed Classes is applied to make pass-through payments to the corresponding SPC Class. Repayment of the rated SPC Classes depends primarily on the performance of the rated REMIC Underlying Guaranteed Certificates, as well as any payments made by Freddie Mac pursuant to its guarantees.

In assigning the Guaranteed Ratings on the three SPC Classes, Moody's considered the repack nature of the structure, the credit quality of the underlying collateral, and, other than with respect to the Underlying Ratings, the guarantees that Freddie Mac provides for the benefit of the SPCs.

The Underlying Ratings on the SPC Classes were affirmed based on the underlying credit risk of the related REMIC Underlying Guaranteed Classes without credit for the guarantee provided by Freddie Mac.

DEAL PERFORMANCE:

As of the November 2017 remittance statement, the REMIC Classes certificate balance has decreased by 4.8% to $1.19 billion from $1.25 billion at securitization.

Five loans, constituting 4.4% of the pool, are secured by co-op loans and have investment-grade structured credit assessments of aaa (sca.pd).

Six loans, constituting 7.3% of the pool, have defeased and are secured by US government securities.

Eight loans, constituting 9.2% of the pool, are on the master servicer's watchlist. The watchlist includes loans that meet certain portfolio review guidelines established as part of the CRE Finance Council (CREFC) monthly reporting package. As part of Moody's ongoing monitoring of a transaction, the agency reviews the watchlist to assess which loans have material issues that could affect performance.

No loans have been liquidated from the pool and there are no loans in special servicing.

Moody's weighted average conduit LTV is 94%, compared to 95% at Moody's last review. Moody's conduit component excludes loans with structured credit assessments, defeased and cooperative loans, and specially serviced and troubled loans. Moody's net cash flow (NCF) reflects a weighted average haircut of 11% to the most recently available net operating income (NOI). Moody's value reflects a weighted average capitalization rate of 8.9%.

Moody's actual and stressed conduit DSCRs are 1.57X and 1.11X, respectively, unchanged from the last review. Moody's actual DSCR is based on Moody's NCF and the loan's actual debt service. Moody's stressed DSCR is based on Moody's NCF and a 8.75% stress rate the agency applied to the loan balance.

Methodologies Underlying the Rating Action:

The principal methodology used in rating REMIC Class A-1, REMIC Class A-2, REMIC Class B, and REMIC Class C was "Approach to Rating US and Canadian Conduit/ Fusion CMBS" published in July 2017. The principal methodologies used in rating REMIC Class X1 and REMIC Class X2-A were "Approach to Rating US and Canadian Conduit/ Fusion CMBS" published in July 2017, and "Moody's Approach to Rating Structured Finance Interest-Only (IO) Securities" published in June 2017. Please see the Rating Methodologies page on www.moodys.com for a copy of these methodologies.

The principal methodologies used in rating SPC Class A-1 Guaranteed Rating and SPC Class A-2 Guaranteed Rating were "Rating Transactions Based on the Credit Substitution Approach: Letter of Credit-backed, Insured and Guaranteed Debts" published in May 2017, and "Moody's Approach to Rating Repackaged Securities" published in June 2015. The principal methodologies used in rating SPC Class X1 Guaranteed Rating were "Rating Transactions Based on the Credit Substitution Approach: Letter of Credit-backed, Insured and Guaranteed Debts" published in May 2017, "Moody's Approach to Rating Repackaged Securities" published in June 2015, and "Moody's Approach to Rating Structured Finance Interest-Only (IO) Securities" published in June 2017. Please see the Rating Methodologies page on www.moodys.com for a copy of these methodologies.

The principal methodology used in rating SPC Class A-1 Underlying Rating and SPC Class A-2 Underlying Rating was "Moody's Approach to Rating Repackaged Securities" published in June 2015. The principal methodologies used in rating SPC Class X1 Underlying Rating were "Moody's Approach to Rating Repackaged Securities" published in June 2015 and "Moody's Approach to Rating Structured Finance Interest-Only (IO) Securities" published in June 2017. Please see the Rating Methodologies page on www.moodys.com for a copy of these methodologies.

Factors that would lead to an upgrade or downgrade of the ratings:

The performance expectations for a given variable indicate Moody's forward-looking view of the likely range of performance over the medium term. Performance that falls outside the given range may indicate that the collateral's credit quality is stronger or weaker than Moody's had previously anticipated. Factors that may cause an upgrade of the ratings include significant loan paydowns or amortization, an increase in the pool's share of defeasance or overall improved pool performance. Factors that may cause a downgrade of the ratings include a decline in the overall performance of the pool, loan concentration, increased expected losses from specially serviced and troubled loans or interest shortfalls.

With respect to certain SPC Classes, key to our assumption in reaching the certificates' Guaranteed Ratings are the Freddie Mac guarantees. With the exception of the interest-only SPC Classes X1 and X2-A, the Guaranteed Ratings of the SPC Classes may be sensitive to any change in Freddie Mac's rating, since our Guaranteed Ratings on the SPC Classes are the higher of Freddie Mac's financial strength rating as the guarantee provider and the SPC Classes' Underlying Rating.

REGULATORY DISCLOSURES

For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions of the disclosure form.

Further information on the representations and warranties and enforcement mechanisms available to investors are available on http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1103841.

The analysis for REMIC Trust includes an assessment of collateral characteristics and performance to determine the expected collateral loss or a range of expected collateral losses or cash flows to the rated instruments. As a second step, Moody's estimates expected collateral losses or cash flows using a quantitative tool that takes into account credit enhancement, loss allocation and other structural features, to derive the expected loss for each rated instrument.

In rating SPC Trust Moody's did not use any models, or loss or cash flow analysis, in its analysis.

Moody's did not use any stress scenario simulations in its analysis.

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Nicola Gomes
Analyst
Structured Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

Matthew Halpern
Vice President - Senior Analyst
Structured Finance Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

No Related Data.
© 2020 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/OR ITS CREDIT RATINGS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY'S (COLLECTIVELY, "PUBLICATIONS") MAY INCLUDE SUCH  CURRENT OPINIONS. MOODY'S INVESTORS SERVICE 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 INVESTORS SERVICE CREDIT RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS, NON-CREDIT ASSESSMENTS ("ASSESSMENTS"), AND  OTHER 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. AND/OR ITS AFFILIATES. MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND  PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND  PUBLICATIONS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS, ASSESSMENTS AND OTHER OPINIONS AND PUBLISHES  ITS 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, ASSESSMENTS, OTHER OPINIONS, AND 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, ASSESSMENTS, OTHER OPINIONS OR  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.

MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND 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 its 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, ASSESSMENT, 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 credit rating, agreed to pay to Moody's Investors Service, Inc. for credit ratings opinions and services rendered by it fees ranging from $1,000 to approximately $2,700,000. MCO and Moody's investors Service also maintain policies and procedures to address the independence of Moody's Investors Service credit ratings and credit rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold credit ratings from Moody's Investors Service 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 credit rating, agreed to pay to MJKK or MSFJ (as applicable) for credit 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.

​​​​​​​​
Moodys.com