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Rating Action:

Moody's affirms five and downgrades four classes of JPMBB 2015-C32

28 May 2021

Approximately $637 million of structured securities affected

New York, May 28, 2021 -- Moody's Investors Service, ("Moody's") has affirmed the ratings on five classes and downgraded the ratings on four classes in JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32 as follows

Cl. A-2, Affirmed Aaa (sf); previously on Sep 28, 2018 Affirmed Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Sep 28, 2018 Affirmed Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Sep 28, 2018 Affirmed Aaa (sf)

Cl. A-5, Affirmed Aaa (sf); previously on Sep 28, 2018 Affirmed Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Sep 28, 2018 Affirmed Aaa (sf)

Cl. A-S, Downgraded to Aa3 (sf); previously on Sep 28, 2018 Affirmed Aa1 (sf)

Cl. B, Downgraded to Baa1 (sf); previously on Sep 28, 2018 Affirmed Aa3 (sf)

Cl. X-A*, Downgraded to Aa1 (sf); previously on Feb 13, 2019 Upgraded to Aaa (sf)

Cl. X-B*, Downgraded to Baa1 (sf); previously on Sep 28, 2018 Affirmed Aa3 (sf)

* Reflects interest-only classes

RATINGS RATIONALE

The ratings on five P&I classes were affirmed due to their credit support and 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 ratings on two P&I classes were downgraded due to a decline in pool performance and higher anticipated losses from the significant exposure to specially serviced loans. Specially serviced loans now represent 36% of the pool and are primarily secured by hotel and retail properties. Furthermore, ten of the specially serviced loans, approximately 31% of the pool, are either more than 90 days delinquent, in foreclosure or have already become real estate owned (REO). Appraisal reductions have also been recognized on seven of the specially serviced loans causing increased interest shortfall risk to the trust. Moody's anticipates interest shortfalls will continue and may increase from their current levels due the performance of the specially serviced loans.

The ratings on the two IO Classes, Class X-A and Class X-B, were downgraded based on the credit quality of their respective referenced classes.

The coronavirus pandemic has had a significant impact on economic activity. Although global economies have shown a remarkable degree of resilience to date and are returning to growth, the uneven effects on individual businesses, sectors and regions will continue throughout 2021 and will endure as a challenge to the world's economies well beyond the end of the year. While persistent virus fears remain the main risk for a recovery in demand, the economy will recover faster if vaccines and further fiscal and monetary policy responses bring forward a normalization of activity. As a result, there is a heightened degree of uncertainty around our forecasts. Our analysis has considered the effect on the performance of commercial real estate from a gradual and unbalanced recovery in US economic activity. Stress on commercial real estate properties will be most directly stemming from declines in hotel occupancies (particularly related to conference or other group attendance) and declines in foot traffic and sales for non-essential items at retail properties.

We regard the coronavirus outbreak as a social risk under our ESG framework, given the substantial implications for public health and safety.

Moody's rating action reflects a base expected loss of 18.1% of the current pooled balance, compared to 4.9% at Moody's last review. Moody's base expected loss plus realized losses is now 14.1% of the original pooled balance, compared to 4.7% at the last review. Moody's provides a current list of base expected losses for conduit and fusion CMBS transactions on moodys.com at http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

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 can indicate that the collateral's credit quality is stronger or weaker than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a significant amount of loan paydowns or amortization, an increase in the pool's share of defeasance or an improvement in pool performance.

Factors that could lead to a downgrade of the ratings include a decline in the performance of the pool, loan concentration, an increase in realized and expected losses from specially serviced and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The principal methodology used in rating all classes except interest-only classes was "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in September 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1244778. The methodologies used in rating interest-only classes were "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in September 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1244778 and "Moody's Approach to Rating Structured Finance Interest-Only (IO) Securities" published in February 2019 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1111179. Please see the list of ratings at the top of this announcement to identify which classes are interest-only (indicated by the *). Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of these methodologies.

DEAL PERFORMANCE

As of the May 17, 2021 distribution date, the transaction's aggregate certificate balance has decreased by 24% to $869 million from $1.15 billion at securitization. The certificates are collateralized by 78 mortgage loans ranging in size from less than 1% to 8.3% of the pool, with the top ten loans (excluding defeasance) constituting 51% of the pool. One loan, constituting 2.8% of the pool, has an investment-grade structured credit assessment. Two loans, constituting 2.0% of the pool, have defeased and are secured by US government securities.

Moody's uses a variation of Herf to measure the diversity of loan sizes, where a higher number represents greater diversity. Loan concentration has an important bearing on potential rating volatility, including the risk of multiple notch downgrades under adverse circumstances. The credit neutral Herf score is 40. The pool has a Herf of 27, compared to a Herf of 34 at Moody's last review.

As of the May 2021 remittance report, loans representing 68% were current on their debt service payments, 17% were 90 or more days delinquent, 1% were in foreclosure and 6% were already REO.

Eleven loans, constituting 12% of the pool, are on the master servicer's watchlist, of which one loan, representing 6% of the pool, indicate the borrower has requested relief in relation to coronavirus impact on the property. 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.

One loan has been liquidated from the pool, resulting in a realized loss of $4.0 million (for a loss severity of 31%). Eleven loans, constituting 36% of the pool, are currently in special servicing. Nine of the specially serviced loans, representing 34% of the pool, have transferred to special servicing since April 2020.

The largest specially serviced loan is the Civic Opera Building ($71.8 million -- 8.3% of the pool), which represents a pari-passu portion of a $157 million mortgage loan. The loan is secured by a 44-story office building located within the West Loop submarket of Chicago, Illinois. The property, which was constructed in 1929, was fully restored in 1998 and most recently renovated in 2015 with approximately 915,000 SF of rentable office and storage. Additionally, the property contains the Civic Opera House, a 3,563-seat theater and the second-largest opera auditorium in North America. The property's occupancy has declined since securitization and the office portion was 74% in September 2020, compared to 80% in 2019 and 89% in 2017. The declining occupancy was primarily due to the largest tenant at securitization (7% of NRA), along with a few smaller tenants, vacating at their lease expiration in 2018. The loan had an initial 3-year interest only period and began to amortize in September 2018. As a result of the declining revenue and increased debt service payments the 2019 NOI DSCR was 1.08X, compared to 1.49X in 2017. In July 2020 the loan transferred to special servicing due to imminent default and the property's performance had further declined in 2020 with an annualized September 2020 NOI DSCR of 0.86X. As of the May 2021 remittance statement, the loan was more than 90 days delinquent and last paid through its December 2020 payment date. The special servicer is currently dual tracking the forbearance negotiations with potential legal remedies as the loan.

The second largest specially serviced loan is the Hilton Suites Chicago Magnificent Mile ($70.2 million -- 8.1% of the pool), which is secured by a 30-story, 345-key, full-service Hilton Suites hotel located in Chicago, Illinois. The property operates under a Hilton franchise agreement which expires in 2025. Prior to 2020 the property had already faced declining revenue per available room (RevPAR) due to new hotel supply in the submarket since securitization. For the trailing-twelve-month (TTM) period ending March 2020 the property's NOI had fallen 36% as compared to year-end 2018. As a result of the declining NOI, the TTM March 2020 NOI DSCR declined to 0.96X, compared to 1.08X in 2019 and 1.50X in 2018. The loan transferred to special servicing in May 2020 as the property's performance had been further negatively impacted by the coronavirus pandemic and the loan was due to mature in October 2020. The borrower was unable to refinance, and the loan is last paid through its May 2020 payment date. An updated appraisal has not been reported and the master servicer has recognized a 25% appraisal reduction on this loan. The special servicer has indicated they have engaged counsel on the foreclosure process and cash flow is currently being trapped through a hard lock box.

The third largest specially serviced loan is the Palmer House Retail Shops ($59.6 million -- 6.9% of the pool), which is secured by an approximately 134,500 SF mixed-use property located in downtown Chicago below the non-collateral Palmer House Hilton Hotel. The property includes a parking garage (49% of NRA), retail space (40%) and office space (11%). The property's performance has been significantly impacted by the pandemic as the access to the collateral's retail portion is provided through the non-collateral Palmer House Hilton Hotel, which has been closed since March 2020. Additionally, the parking operator, System Parking Inc. (49% of the collateral NRA), exercised their one-time termination option and vacated the property in July 2020. The special servicer has filed a foreclosure complaint in December 2020 and a receiver was appointed in February 2021. As of the May 2021 remittance date the loan is last paid through its April 2020 payment date and the special servicer is dual tracking foreclosure process while still in discussions with the borrower regarding potential payment relief.

The fourth largest specially serviced loan is The Outlet Shoppes at Gettysburg ($36.3 million -- 4.2% of the pool), which is secured by a 249,937 SF, open-air outlet center located approximately one mile east of Gettysburg National Military Park in Gettysburg, PA. The property is sponsored by a joint venture between CBL & Associates Limited Partnership ("CBL") and Horizon Group Properties Inc. ("Horizon"). The property's NOI has declined annually since 2016 and the 2019 NOI was approximately 23% below the NOI for year-end 2015. Property performance further declined in 2020 and the property was 79% leased as of December 2020 with an actual NOI DSCR of 1.08X. The loan originally transferred to special servicing in July 2020 as a result of the declining performance and a loan modification was subsequently executed in August 2020 which included deferral of P&I payments. The loan returned to the master servicer in late 2020, however, the loan recently transferred back to special servicing in April 2021 and is currently being monitored by the special servicer.

The remaining seven specially serviced loans are either in foreclosure, REO or more than 90 days delinquent and are primarily secured by retail and hotel properties.

Moody's has also assumed a high default probability for one poorly performing loan, constituting 0.3% of the pool. Moody's estimates an aggregate $132.9 million loss for the specially serviced and troubled loans (45% expected loss on average).

As of the May 2021 remittance statement cumulative interest shortfalls were $3.0 million and impact up to Cl. E. Moody's anticipates interest shortfalls will continue because of the exposure to specially serviced loans and/or modified loans. Interest shortfalls are caused by special servicing fees, including workout and liquidation fees, appraisal entitlement reductions (ASERs), loan modifications and extraordinary trust expenses.

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 loan-to-value ratio, referred to as the Moody's LTV or MLTV. As described in the CMBS methodology used to rate this transaction, we make various adjustments to the MLTV. We adjust the MLTV for each loan using a value that reflects capitalization (cap) rates that are between our sustainable cap rates and market cap rates. We also use an adjusted loan balance that reflects each loan's amortization profile. The MLTV reported in this publication reflects the MLTV before the adjustments described in the methodology.

Moody's received full year 2019 operating results for 90% of the pool, and full or partial year 2020 operating results for 100% of the pool (excluding specially serviced and defeased loans). Moody's weighted average conduit LTV is 109%, compared to 120% at Moody's last review. Moody's conduit component excludes loans with structured credit assessments, defeased and CTL loans, and specially serviced and troubled loans. Moody's net cash flow (NCF) reflects a weighted average haircut of 16% to the most recently available net operating income (NOI). Moody's value reflects a weighted average capitalization rate of 10.0%.

Moody's actual and stressed conduit DSCRs are 1.40X and 1.02X, respectively, compared to 1.30X and 0.91X at 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 9.25% stress rate the agency applied to the loan balance.

The loan with a structured credit assessment is the U-Haul Portfolio Loan ($24.5 million -- 2.8% of the pool), which represents a pari-passu portion of a $108.0 million senior mortgage loan. The whole loan has an additional $111 million of subordinate debt. This loan is secured by 105 self-storage properties located across 35 states. As of December 2020, the portfolio's average occupancy rate was 88%, compared to 84% in 2019 and 86% in 2018. The portfolio's financial performance has improved since securitization. Moody's structured credit assessment and stressed DSCR are aaa (sca.pd) and 2.71X, respectively.

The top three conduit loans represent 14% of the pool balance. The largest loan is the Gateway Business Park Loan ($50.9 million -- 5.9% of the pool), which is secured by a fee simple interest in a 514,047 SF, eight building office complexes located in Mount Laurel, NJ. The largest tenant is Canon Financial Services, Inc. (9.7% of NRA), which utilizes the space as their US headquarters on a lease expiring in June 2023. As of September 2020, the portfolio occupancy was 83%, compared to 74% in 2019 and 83% in 2018. The property's NOI has generally been stable since 2017, however, the property's revenue has slightly declined in recent years. The loan's actual NOI DSCR was 1.22X as of September 2020. The loan has remained current and has amortized 9% since securitization. Moody's LTV and stressed DSCR are 131% and 0.83X, respectively, compared to 127% and 0.85X at the last review.

The second largest loan is the Frandor Shopping Center Loan ($36.3 million -- 4.2% of the pool), which is secured by a 455,152 SF, anchored retail shopping center located in Lansing, MI, approximately one mile from Michigan State University. As of December 2020, the property was 91% occupied, compared to 90% in 2019 and 91% in 2018. The largest tenant, Kroger, occupies 8% of the NRA and has a lease expiration in June 2026. The loan received a performing consent in 2020 as a result of the pandemic to allow for the use of reserve funds to cover debt service payments for the June, July and August. The loan has now remained current and has amortized 10% since securitization. Moody's LTV and stressed DSCR are 100% and 1.03X, respectively, compared to 119% and 0.87X at the last review.

The third largest loan is the One Shell Square Loan ($32.9 million -- 3.8% of the pool), which represents a pari-passu portion of a $115.2 million mortgage loan. The property was also encumbered with a $20.0 million mezzanine debt at securitization. The loan is secured by a 51-story, LEED Gold certified, Class-A office tower as well as an adjoining 10-level parking garage located within the Central Business District (CBD) of New Orleans, Louisiana. The property was constructed in 1972 and offers approximately 1.24 million square feet of leasable office space, several retail spaces in the interior lobby and an adjoining parking garage. The largest tenant, Shell Oil Company, reduced its presence at the property since securitization and currently accounts for 29% of NRA. The building was renamed to Hancock Whitney Center when the second largest tenant, Hancock Whitney (17% of NRA), moved their regional headquarters to the property in 2018. As of September 2020, the property was 86% occupied, compared to 89% at year-end 2019, and 91% at year-end 2018. After an initial interest-only period, the loan has amortized 8.6% since securitization. The loan is current through its December 2020 payment and Moody's LTV and stressed DSCR are 114% and 0.95X, respectively, compared to 110% and 0.98X at the last review.

REGULATORY DISCLOSURES

For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.

The analysis 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.

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

For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security 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.

The ratings have been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.

These ratings are solicited. Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com.

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

Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1263068.

At least one ESG consideration was material to the credit rating action(s) announced and described above.

The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.

The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.

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.

Yoni Lobell
Associate Lead 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
VP - Senior Credit Officer
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.
© 2022 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 CREDIT RATINGS AFFILIATES ARE THEIR 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 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 APPLICABLE MOODY’S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY’S 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.

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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 $5,000,000. 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 JPY100,000 to approximately JPY550,000,000.

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

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