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Rating Action:

Moody's affirms seven and downgrades five classes of UBS-Barclays 2012-C2

29 Jun 2020

Approximately $846.1 million of structured securities affected

New York, June 29, 2020 -- Moody's Investors Service, ("Moody's") has affirmed the ratings on seven classes and downgraded the ratings on five classes in UBS-Barclays Commercial Mortgage Trust 2012-C2, Commercial Mortgage Pass-Through Certificates, Series 2012-C2.

Cl. A-3, Affirmed Aaa (sf); previously on Aug 2, 2019 Affirmed Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Aug 2, 2019 Affirmed Aaa (sf)

Cl. A-S-EC, Affirmed Aaa (sf); previously on Aug 2, 2019 Affirmed Aaa (sf)

Cl. B-EC, Affirmed Aa2 (sf); previously on Aug 2, 2019 Affirmed Aa2 (sf)

Cl. C-EC, Affirmed A2 (sf); previously on Aug 2, 2019 Affirmed A2 (sf)

Cl. D, Downgraded to Ba2 (sf); previously on Apr 17, 2020 Baa3 (sf) Placed Under Review for Possible Downgrade

Cl. E, Downgraded to Caa1 (sf); previously on Apr 17, 2020 Ba3 (sf) Placed Under Review for Possible Downgrade

Cl. F, Downgraded to Caa3 (sf); previously on Apr 17, 2020 B2 (sf) Placed Under Review for Possible Downgrade

Cl. G, Downgraded to C (sf); previously on Apr 17, 2020 Caa2 (sf) Placed Under Review for Possible Downgrade

Cl. X-A*, Affirmed Aaa (sf); previously on Aug 2, 2019 Affirmed Aaa (sf)

Cl. X-B*, Downgraded to Caa2 (sf); previously on Apr 17, 2020 B3 (sf) Placed Under Review for Possible Downgrade

Cl. EC**, Affirmed Aa3 (sf); previously on Aug 2, 2019 Affirmed Aa3 (sf)

* Reflects interest-only classes

** Reflects exchangeable class

RATINGS RATIONALE

The ratings on five principal and interest (P&I) 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 ratings on four P&I classes, Cl. D, Cl. E, Cl. F and Cl. G, were downgraded due to higher anticipated losses as a result of the decline in pool performance, particularly in relation to three regional malls, Louis Joliet Mall (9.6% of the pool), Crystal Mall (9.6% of the pool) and Pierre Bossier Mall (4.7% of the pool). The transaction has a significant exposure to Class B regional malls with a total of five loans, representing 35% of the pooled loan balance, that mature within the next two years.

The rating on the interest only (IO) class Cl. X-A was affirmed based on the credit quality of its referenced classes.

The rating on the interest only (IO) class Cl. X-B was downgraded due to a decline in the credit quality of its referenced classes.

The rating on the exchangeable class, Cl. EC, was affirmed due to credit quality of its exchangeable classes.

The actions conclude the review for downgrade initiated on April 17, 2020.

Our analysis has considered the effect of the coronavirus outbreak on the US economy as well as the effects that the announced government measures, put in place to contain the virus, will have on the performance of commercial real estate. 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.

The contraction in economic activity in the second quarter will be severe and the overall recovery in the second half of the year will be gradual. However, there are significant downside risks to our forecasts in the event that the pandemic is not contained, and lockdowns have to be reinstated. As a result, the degree of uncertainty around our forecasts is unusually high. 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 11.9% of the current pooled balance, compared to 8.1% at Moody's last review. Moody's base expected loss plus realized losses is now 8.7% of the original pooled balance, compared to 6.0% 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 methodologies used in rating all classes except exchangeable classes and interest-only classes were "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in May 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1226187 and "Moody's Approach to Rating Large Loan and Single Asset/Single Borrower CMBS" published in May 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1227875. The principal methodology used in rating the exchangeable classes was "Moody's Approach to Rating Repackaged Securities" published in June 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1230078. The methodologies used in rating interest-only classes were "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in May 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1226187, "Moody's Approach to Rating Large Loan and Single Asset/Single Borrower CMBS" published in May 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1227875, 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 *) and exchangeable classes (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 June 11, 2020 distribution date, the transaction's aggregate certificate balance has decreased by 27% to $888.7 million from $1.22 billion at securitization. The certificates are collateralized by fifty-two mortgage loans ranging in size from less than 1% to just under 10% of the pool, with the top ten loans (excluding defeasance) constituting 62% of the pool. One loan, constituting 4.3% of the pool, has an investment-grade structured credit assessment. Fifteen loans, constituting 17.5% of the pool, have defeased and are secured by US government securities. The transaction has a high concentration to five Class B regional malls, representing approximately 35% of the pool balance. Class B malls in secondary and tertiary locations have historically exhibited higher cash flow volatility, loss severity and may face higher refinancing risk compared to other major property types.

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 15, compared to 16 at Moody's last review.

As of the June 2020 remittance report, loans representing 73% were current or within their grace period on their debt service payments, 2% were less than one month delinquent and 24% were delinquent at 60 days or more.

Six loans, constituting 18.2% 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 since securitization. There are currently three loans in special servicing, secured by two properties and constituting 10.4% of the balance.

The largest specially serviced exposure is the Louis Joliet Mall Loan ($85.0 million -- 9.6% of the pool), which is secured by a 359,000 square foot (SF) portion of a 975,000 SF regional mall located in Joliet, Illinois. At securitization the mall was anchored by Macy's, Sears, JC Penney and Carson Pirie Scott & Co (all non-collateral). However, both Sears and Carson Pirie Scott & Co. closed their stores at this location in 2018. Two major collateral tenants, MC Sport and Toys R Us, also closed their stores in 2017 and 2018, respectively. As of December 2019, the total mall and the inline space was 73% and 96% occupied, respectively. Property performance has declined in recent years due to lower rental revenue. The 2019 NOI declined 11% from 2018 and was 19% below the NOI in 2012. The loan transferred to special servicing in May 2020 and is last paid through its March 2020 payment date. The mall re-opened in June 2020 after being temporary closed as a result of the coronavirus pandemic and the special servicer indicated they are working to determine a workout strategy. The loan is interest-only for the entire term and has maturity in July 2022.

The other loan in special servicing is the Behringer Harvard Portfolio Loan ($7.2 million -- 0.8% of the pool), which originally consisted of two office properties located in Houston and Irving, TX. The office property in Irving was released in February 2016, leaving the 180,000 SF Houston property as the sole remaining collateral. The loan transferred to special servicing in March 2017 as a result of imminent default and the asset became REO in July 2017. The remaining property was only 38% occupied in May 2020.

Moody's has also assumed a high default probability for two poorly performing regional mall loans, constituting 14.3% of the pool. One of regional mall loans is the Crystal Mall Loan ($85.0 million -- 9.6% of the pool), which is secured by a 518,500 SF portion of a 783,300 SF super-regional mall located in Waterford, Connecticut. At securitization the mall contained three anchors: Macy's, Sears, and JC Penney (Macy's and Sears were non-collateral anchors). Sears, owned by Seritage Growth Properties, closed its store at this location in 2018. The subject is the only regional mall within a 50 mile radius, but it faces significant competition from other retail centers including Waterford Commons and Tanger Outlets. Property performance has declined in recent years due to lower rental revenue and is significantly below underwritten levels. The 2019 NOI declined 12% from 2018 and was 40% below the NO in 2012. Furthermore, mall stores less than 10,000 SF reported sales of approximately $286 per square foot (PSF) in 2019, compared to $296 PSF in 2018. As of September 2019, the total mall and the inline space were 84% and 66% leased, respectively, compared to 87% and 72% in September 2018. The DSCR has continued to decline due to the declining occupancy and revenue. The loan sponsor, Simon Property Group, recently classified this mall under their "Other Properties." The loan is on the master servicer watchlist and is last paid through its March 2020 payment date.

The other regional mall loan we identified as a troubled loan is the Pierre Bossier Mall Loan ($41.8 million -- 4.7% of the pool), which is secured by a 265,400 SF portion of a 612,300 SF regional mall located in Bossier City, Louisiana. At securitization the mall contained four non-collateral anchors: Dillard's, Sears, JC Penney, and Virginia College. Both Sears and Virginia College closed at their locations in 2018. Property performance has declined in recent years due to lower rental revenue. The 2019 NOI declined 4% from 2018 and was 42% lower than the NOI in 2012. The 2019 DSCR declined below 1.00X. Furthermore, comparable inline stores less than 10,000 SF reported sales of approximately $305 PSF in 2019, compared to $343 PSF in 2018. As of December 2019, the total mall and the inline space were 77% and 62% leased, respectively, compared to 87% and 72% in September 2018. The mall also faces competition from several other retail centers within a 10-mile trade area, including a regional mall (Mall St. Vincent), an outdoor mall (Louisiana Boardwalk), a lifestyle center (Stirling Bossier Shopping Center), and two power centers (Regal Court and Shoppes at Bellemead). The loan is last paid through its March 2020 and was on the master servicer watchlist. The mall is sponsored by Brookfield Properties.

Moody's received full or partial year 2019 operating results for 99% of the pool (excluding specially serviced and defeased loans). Moody's weighted average conduit LTV is 101%, compared to 91% 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 24% 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 1.43X and 1.12X, respectively, compared to 1.57X and 1.21X 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 909 Third Avenue Net Lease Loan ($38.6 million -- 4.3% of the pool), which is secured by the fee interest in a parcel of land located beneath a 1.3 million SF office property located in Manhattan, New York. The collateral is leased to an affiliate of Vornado Realty Trust and the annual ground lease payments are $1.6 million. The loan is interest-only throughout the term prior to the anticipated repayment date (ARD) in May 2022. Moody's structured credit assessment is a1 (sca.pd).

The top three performing conduit loans represent 22% of the pool balance. The largest loan is the Southland Center Mall Loan ($68.4 million -- 7.7% of the pool), which is secured by a 611,000 SF portion of a 903,500 SF super-regional mall located in Taylor, Michigan. The mall is currently anchored by Macy's (non-collateral) and JC Penney. Other major tenants include Best Buy and a 12-screen, all-digital, Cinemark multiplex theater. As of March 2020, the total mall and the inline space was 96% and 84% leased, respectively, compared to 97% and 93% as of March 2019. Property performance has significantly improved since securitization and the year-end 2019 NOI was 32% higher than in 2012. The loan is paid through its June 2020 payment date and has amortized 13% since securitization. The loan sponsor is Brookfield Properties. Moody's LTV and stressed DSCR are 99% and 1.12X.

The second largest loan is the Two MetroTech Loan ($66.0 million -- 7.4% of the pool), which is secured by a 10-story, Class-A office building containing 511,920 SF of net rentable area located in Brooklyn, New York. The property is well located approximately five minutes from downtown Manhattan, and is accessible via 12 subway lines and the Long Island Rail Road. The improvements are situated on New York City owned land. The ground lease expires in 2087, and beginning in 2025, the ground rent will be adjusted to be 10% of the fair market value of the land, considered as unimproved and unencumbered by the ground lease. As of December 2019, the building was approximately 100% leased, unchanged since 2013. Moody's LTV and stressed DSCR are 92% and 1.06X.

The third largest loan is the Trenton Office Portfolio Loan ($63.6 million -- 7.2% of the pool), which is secured by two Class-A mid-rise office buildings containing 473,658 SF in aggregate and are located in downtown Trenton, New Jersey. Performance has been stable. As of December 2019, the buildings were approximately 96% leased, unchanged since 2013. The loan has also amortized 13% since securitization and Moody's LTV and stressed DSCR are 88% and 1.24X.

The other notable loan secured by a regional mall is the Westgate Mall ($32.2 million -- 3.6% of the pool), which is secured by a 453,544 SF portion of a regional mall. The mall anchors included Dillards; Belk (both non-collateral) and JC Penney. A former anchor, Sears (193,000 SF), vacated in September 2018. Major collateral tenants include an 8-screen Regal Cinema, Bed Bath & Beyond and Dick's Sporting Goods. The malls NOI has declined annually since 2016 due to lower rental revenue and the 2019 NOI was 19% lower than in 2012. However, the loan has amortized nearly 20% since securitization and the 2019 actual NOI DSCR was 1.71X. CBL & Associates Properties, Inc. ("CBL") is the sponsor and also manages the property. The loan is last paid through its May 2020 payment date and was still within its grace period for the June payment date.

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 https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1133569.

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.

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.

Dariusz Surmacz
Vice President - Senior 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.
© 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.

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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 $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.

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