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Rating Action:

Moody's affirms seven classes of BANK 2018-BNK15

05 Apr 2021

Approximately $830 million of structured securities affected

New York, April 05, 2021 -- Moody's Investors Service ("Moody's") has affirmed the ratings on seven classes in BANK 2018-BNK15, Commercial Mortgage Pass Through Certificates, Series 2018-BNK15 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Nov 30, 2018 Definitive Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Nov 30, 2018 Definitive Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Nov 30, 2018 Definitive Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Nov 30, 2018 Definitive Rating Assigned Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Nov 30, 2018 Definitive Rating Assigned Aaa (sf)

Cl. A-S, Affirmed Aa1 (sf); previously on Nov 30, 2018 Definitive Rating Assigned Aa1 (sf)

Cl. X-A*, Affirmed Aaa (sf); previously on Nov 30, 2018 Definitive Rating Assigned Aaa (sf)

*Reflects Interest-Only Class

RATINGS RATIONALE

The ratings on the 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 rating on the IO class was affirmed based on the credit quality of the 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 5.6% of the current pooled balance. Moody's base expected loss plus realized losses is now 5.5% of the original pooled balance. 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 March 17, 2021 distribution date, the transaction's aggregate certificate balance has decreased by 2% to $1.06 billion from $1.08 billion at securitization. The certificates are collateralized by 67 mortgage loans ranging in size from less than 1% to 9% of the pool, with the top ten loans (excluding defeasance) constituting 53% of the pool. Four loans, constituting 24% of the pool, have investment-grade structured credit assessments. The pool also contains 12 low leverage cooperative loans, constituting 3.7% of the pool balance, that were too small to credit assess; however, have Moody's leverage that is consistent with other loans previously assigned an investment grade Structured Credit Assessments.

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 24, compared to 25 at Moody's last review.

As of the March 2021 remittance report, loans representing 95% were current or within their grace period on their debt service payments, 2% were beyond their grace period but less than 30 days delinquent and 3% were more than 90 days delinquent.

Twenty-one loans, constituting 26% of the pool, are on the master servicer's watchlist, of which two loans, representing 2% of the pool, indicate the borrower has received loan modifications 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.

No loans have been liquidated from the pool. Two loans, constituting 3% of the pool, are currently in special servicing.

The largest specially serviced loan is the Embassy Suites St. Louis Loan ($24.2 million -- 2.3% of the pool), which is secured by a 212-key, full-service hotel located in downtown St. Louis, Missouri. The property is part of a hotel condominium which also includes a parking garage, apartments, and an atrium garden which are all non-collateral. In 2019, the property underperformed expectations at securitization primarily due to a 19% increase in expenses, and the reported 2019 net operating income (NOI) DSCR was 1.62X compared to 2.40X at securitization. The property's operations were then significantly impacted by the coronavirus pandemic and the property did not generate enough net cash flow (NCF) during the first nine months of 2020 to cover operating expenses. The loan transferred to special servicing in November 2020 due to imminent default. The borrower has requested forbearance relief in the form of utilizing FF&E reserves and Paycheck Protection Program (PPP) funds to cover certain debt service payments. An updated appraisal was completed in January 2021 which valued the collateral well above the current loan balance and therefore no appraisal reduction was recognized as of the March 2021 remittance report. The property benefits from tax increment financing (TIF) notes which were factored in the analysis and mature in 2031. As of the March 2021 remittance date, the loan was last paid through its August 2020 payment date.

The other specially serviced loan is the Best Western Spring TX Loan ($6.2 million -- 0.6% of the pool), which is secured by a 69-key limited service hotel in Spring, Texas. Property performance had initially decreased significantly since securitization due to the decline in the Houston energy market and the property had been further impacted by the pandemic. The loan transferred to special servicing in December 2019 due to imminent default and a receiver was appointed in March 2020. The special servicer is dual tracking foreclosure and borrower resolution discussions. As of the March 2021 remittance date, the loan was last paid through its October 2019 payment date and the master servicer has recognized an appraisal reduction of approximately 38% of the current loan balance.

Moody's has also assumed a high default probability for four poorly performing loans, constituting 3% of the pool. The largest troubled loan is the Courtyard Dallas Carrollton & Conference Center Loan ($18.9 million -- 1.8% of the pool), which is secured by a 145-key limited service hotel in Carrollton, Texas. Operations at the property were significantly impacted by the pandemic and the September 2020 trailing twelve month (TTM) NOI DSCR was only 0.60X. The servicer approved a performing consent agreement effective July 2020 that deferred certain reserve account payments and allowed for the use of FF&E reserves to pay debt service payments for 90 days. As of the March 2021 remittance date, the loan remained current.

The remaining troubled loans each represents less than 1% of the pool. Moody's has estimated an aggregate loss of $15.2 million (a 25.6% expected loss on average) from the specially serviced and troubled loans.

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 100% of the pool, and full or partial year 2020 operating results for 78% of the pool (excluding specially serviced and defeased loans). Moody's weighted average conduit LTV is 110%, compared to 108% 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 NCF reflects a weighted average haircut of 15% to the most recently available NOI. Moody's value reflects a weighted average capitalization rate of 10.2%.

Moody's actual and stressed conduit DSCRs are 1.74X and 1.02X, respectively, compared to 1.76X and 1.03X at securitization. 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 largest loan with a structured credit assessment is the Aventura Mall Loan ($100.0 million -- 9.4% of the pool), which represents a pari-passu portion of a $1.4 billion senior mortgage loan. Additionally, the property is encumbered by $343 million of secured subordinated debt held outside the trust. The loan is secured by the borrowers' fee simple interest in 1.2 million SF of a 2.2 million SF three-level super-regional mall in Aventura, Florida. The property is located approximately one mile east of interstate 95 and approximately 17 miles north of Miami, FL. The property is the largest mall in the state of Florida and contains five anchors comprised of Macy's, Bloomingdale's, Macy's Men's and Home, J.C. Penney and Nordstrom. The collateral for the loan includes the J.C. Penney anchor space and the pad sites ground leased to the other four anchor tenants. The property benefits from a large mix of luxury and mass market tenants that appeal to a wide variety of shoppers. At securitization reported sales for in-line tenants less than 10,000 SF were $1,665 PSF (including Apple) and $1,050 PSF (excluding Apple). As of September 2020, the total occupancy was 92%, compared to 93% at securitization. As of September 2020, the reported NOI DSCR was 1.90X, compared to 2.05X as of December 2019. This loan is interest-only throughout the ten-year term. Moody's structured credit assessment and stressed DSCR are aa3 (sca.pd) and 1.1X, respectively.

The second largest loan with a structured credit assessment is the Millennium Partners Portfolio Loan ($75.0 million -- 7.0% of the pool), which represents a pari-passu portion of a $472 million senior mortgage loan. The property is also encumbered with $238 million in subordinate debt and $280 million in mezzanine financing. The loan is secured by the borrowers' condominium interests in eight Class A properties located in New York City (three assets), Washington D.C (two), Boston (one), San Francisco (one), and Miami (one). In aggregate, the collateral improvements contain 1.5 million SF of retail, office and/or parking area. The portfolio is leased to a combination of national retail tenants including Equinox sports clubs, AMC Loews movie theaters, Primark, and Zara along with office tenants including Havas and HSBC. As of September 2020, the portfolio was 100% leased, the same as of December 2019 and December 2018. As of September 2020, the portfolio NOI DSCR was 2.42X, compared to 2.57X in December 2019. The loan is current as of the March 2021 payment date and the properties are located in highly desirable locations in markets with high barriers to entry. This loan is interest-only throughout the ten-year term. Moody's structured credit assessment and stressed DSCR on the pooled senior note are aa3 (sca.pd) and 1.42X, respectively.

The third largest loan with a structured credit assessment is the 685 Fifth Avenue Retail Loan ($60.0 million -- 5.6% of the pool), which represents a pari-passu portion of a $160 million senior mortgage loan. The property is also encumbered with $115 million in mezzanine financing. The loan is secured by the borrower's fee interest in a 23,575 SF of retail space housed within the lower floors of an 18-story commercial building located on Fifth Avenue between East 53rd and East 54th Streets. The property consists of 5,523 SF of ground floor retail, 6,416 SF of second floor retail, 6,416 SF of third floor retail, and 5,220 SF of subgrade retail space. As of September 2020, the property was 100% occupied by three tenants which all have a separate entrance on Fifth Ave, the same as December 2019 and compared to 95% at securitization. Coach, which accounts for 85% of net rentable area (NRA) and contributes 66% of total rent, has a lease expiration in April 2027 and utilizes their space as the company's flagship store. The other two tenants have lease expirations in April 2027 (11% NRA and 22% of total rent) and December 2022 (4% NRA and 12% of total rent). As of September 2020, the reported NOI DSCR was 2.86X, compared to 2.80X as of December 2019. This loan is interest-only throughout the ten-year term. Moody's analysis incorporates the potential for future rent volatility given the near-term lease rollover of the third largest tenant and the current and historical rents prevalent in the market. Moody's structured credit assessment and stressed DSCR on the pooled senior note are baa1 (sca.pd) and 1.04X, respectively compared to a3 (sca.pd) and 1.08X at securitization.

The fourth largest loan with a structured credit assessment is the Pfizer Building Loan ($18.0 million --1.7% of the pool), which represents a pari-passu portion of a $75 million senior mortgage loan. The loan is secured by the borrower's leasehold interest in a 33-story Class A office building totaling 823,623 SF in New York, New York. The property is 100% leased to Pfizer through July 9, 2024 at which time the firm plans to relocate to Hudson Yards. However, the six-year loan self-amortizes to an anticipated balloon payment of approximately $4 million at loan maturity in August 2024. Moody's structured credit assessment on the pooled senior note is a1 (sca.pd), the same as at securitization.

The top three conduit loans represent 19% of the pool balance. The largest loan is the Starwood Hotel Portfolio Loan ($100.0 million -- 9.4% of the pool), which represents a pari-passu portion of a $265 million mortgage loan. The loan is secured by the borrower's fee interest in 22 hotels located across 17 cities in 12 states. The largest state concentrations are Missouri (3 hotels, 23% of total keys and 23% of NOI at securitization), Kansas (4 hotels, 14% of total keys and 12% of NOI), and Illinois (3 hotels, 13% of total keys and 14% of NOI). The five largest assets by allocated loan amount are located in St. Louis, Des Moines, West Palm Beach, and Gulfport, Mississippi. The portfolio includes four full-service hotels, six select-service hotels, five extended stay hotels, and seven limited-service hotels. The hotels operate under three brands; 15 properties under Marriott, 5 properties under Hilton, and 2 properties under the IHG brand family. The portfolio exhibited strong performance prior to 2020 with the 2019 revenue increasing 8% year over year from 2018. However, the loan is on the watchlist due to a low DSCR and occupancy for the September 2020 TTM period due to mandated state closures and lack of travel during the coronavirus pandemic. As of September 2020 TTM, the NOI DSCR was 0.91X with occupancy of 51%, compared to a NOI DSCR of 2.68X and an occupancy of 72% in December 2019. Moody's LTV and stressed DSCR are 126% and 0.97X, respectively, unchanged from securitization.

The second largest loan is the Moffett Towers - Buildings E,F,G Loan ($56.8 million -- 5.3% of the pool), which represents a pari-passu portion of a $284 million senior mortgage loan. The properties are also encumbered with $216 million in mezzanine financing. The loan is secured by a fee interest in 677,000 SF across three Class A office buildings located in Sunnyvale, California. The property is part of a broader campus consisting of 52 acres of land and houses approximately 2 million SF of office space. The property has been 100% leased to Amazon since securitization. Amazon leases 67% of the NRA until June 2030 and the remaining 33% until February 2024. Two of the buildings are utilized as the headquarters for Lab126, the research and development and computer hardware division of Amazon, which designs products such as Amazon Echo and Amazon Kindle. The parent company serves as the guarantor for the lease. As of September 2020, the NOI DSCR was 3.18X, compared to 2.18X as of December 2019. The uptick in performance was due to Amazon taking full occupancy of their space in late 2019. This loan is interest-only throughout the ten-year term. Due to the single tenant exposure, Moody's valuation reflects a lit/dark analysis. Moody's LTV and stressed DSCR are 80% and 1.22X, respectively, unchanged from securitization.

The third largest loan is the U-Haul AREC 28 Portfolio Loan ($46.6 million -- 4.4% of the pool), which is secured by borrower's fee interest in a portfolio of 19 self-storage properties located across 11 states. All properties offer climate control features for at least a portion of their unit offering with approximately 59% of the units across the entire portfolio being climate-controlled. As of March 2020, the portfolio was 87% occupied, compared to 86% in December 2019 and 80% at securitization. The property's NOI has continued to increase annually since securitization due to increased rental revenues. The loan is currently on the master servicer's watchlist due to deferred maintenance at one the property's included in the portfolio. Moody's LTV and stressed DSCR are 85% and 1.24X, respectively, compared to 98% and 1.08X at securitization.

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_1243406.

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.

Seth Glanzman
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.
© 2021 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 JPY125,000 to approximately JPY550,000,000.

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

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