Moodys.com
Close
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 assigns provisional ratings to notes issued by Mill City Mortgage Loan Trust 2019-GS1

09 Oct 2019

New York, October 09, 2019 -- Moody's Investors Service ("Moody's") has assigned provisional ratings to eighteen classes of notes issued by Mill City Mortgage Loan Trust ("MCMLT") 2019-GS1.

The certificates are backed by one pool of 2,356 seasoned performing and modified re-performing loans which includes a small portion of junior liens mortgage loans (13.66%) and loans that are currently 60+ days MBA delinquent (5.14%). The collateral pool has a non-zero updated weighted average FICO score of 642 and a weighted average current LTV of 93.91% (including the deferred balance for calculation).

Similar to MCMLT 2019-1, this pool does not have any HELOC loans. In addition, approximately 12.33% of the loans are originated on or after January 1, 2010 ("newly originated loans"). 78.62% of the loans in the collateral pool were also previously modified and the remaining loans have never been modified.

Fay Servicing LLC ("Fay") and Shellpoint Mortgage Servicing ("Shellpoint"), are the servicers for the loans in the pool. The servicers will not advance any principal or interest on the delinquent loans. However, the servicers will be required to advance costs and expenses incurred in connection with a default, delinquency or other event in the performance of its servicing obligations.

Goldman Sachs Mortgage Company (GSMC) is acquiring the collateral from a CarVal Investors limited fund. GSMC as a sponsor and loan seller is structuring the transaction. This arrangement is weaker than the alignment of interests in the prior MCMLT transactions where the sponsor, the depositor and the R&W provider are affiliates of CarVal Investors. A mitigating factor is that GSMC will retain at least 5% of the notes to satisfy U.S. risk retention requirements. Similar to other MCMLT transactions, a non-rated limited fund from Carval Investors will be the R&W provider.

The complete rating actions are as follows:

Issuer: Mill City Mortgage Loan Trust 2019-GS1

Cl. A1, Assigned (P)Aaa (sf)

Cl. A1A, Assigned (P)Aaa (sf)

Cl. A1B1, Assigned (P)Aaa (sf)

Cl. A1B2, Assigned (P)Aaa (sf)

Cl. A2, Assigned (P)Aa3 (sf)

Cl. A3, Assigned (P)A1 (sf)

Cl. A4, Assigned (P)A3 (sf)

Cl. B1, Assigned (P)Ba3 (sf)

Cl. B1A, Assigned (P)Ba1 (sf)

Cl. B1B, Assigned (P)Ba3 (sf)

Cl. B2, Assigned (P)Caa1 (sf)

Cl. B2A, Assigned (P)B1 (sf)

Cl. B2B, Assigned (P)Caa1 (sf)

Cl. M1, Assigned (P)Aa3 (sf)

Cl. M2, Assigned (P)A3 (sf)

Cl. M3, Assigned (P)Baa3 (sf)

Cl. M3A, Assigned (P)Baa3 (sf)

Cl. M3B, Assigned (P)Baa3 (sf)

RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

Moody's expected losses on MCMLT 2019-GS1's collateral pool average 17.25% in our base case scenario. Our loss estimates take into account the historical performance of loans that have similar collateral characteristics as the loans in the pool.

For the non-modified portion of this pool, we analyzed data on delinquency rates for always current (including self-cured) loans. Similarly, for the modified portion of this pool, we analyzed data on delinquency rates for modified loans. Our final loss estimates also incorporates adjustments for the strength of the third party due diligence, the servicing arrangement and the representations and warranties (R&W) framework of the transaction.

The methodologies used in these ratings were "Moody's Approach to Rating Securitizations Backed by Non-Performing and Re-Performing Loans" published in February 2019, and "US RMBS Surveillance Methodology" published in February 2019. Please see the Rating Methodologies page on www.moodys.com for a copy of these methodologies.

Collateral Description

MCMLT 2019-GS1 is a securitization of 2,356 loans and is primarily comprised of seasoned performing and modified re-performing mortgage loans. Approximately 78.62% of the loans in the collateral pool have been previously modified (including the deferred balance for calculation).

We based our expected losses on our estimates of 1) the default rate on the remaining balance of the loans and 2) the principal recovery rate on the defaulted balances. The two factors that most strongly influence a re-performing mortgage loan's likelihood of re-default are the length of time that the loan has performed since a loan modification, and the amount of the reduction in the monthly mortgage payment as a result of the modification. The longer a borrower has been current on a re-performing loan, the less likely the borrower is to re-default. Approximately 57.67% of the borrowers have been current (OTS method of delinquency) on their payments for at least the past 24 months.

We estimated expected losses for the pool using two approaches -- (1) pool-level approach, and (2) re-performing loan level analysis.

In the pool-level approach, we estimate losses on the pool by using a approach similar to our surveillance approach wherein we apply assumptions on expected future delinquencies, default rates, loss severities and prepayments as observed from our surveillance of similar collateral. We project future annual delinquencies for eight years by applying an initial annual default rate and delinquency burnout factors. Based on the loan characteristics of the pool and the demonstrated pay histories, we expect an annual delinquency rate of 12.88% on the first lien portion of the collateral pool for year one. We then calculated future delinquencies on the pool using our default burnout and voluntary conditional prepayment rate (CPR) assumptions. Our assumptions also factor in the high delinquency rates expected in the early stages of the transaction due to payment shock expected for step-rate loans. The delinquency burnout factors reflect our future expectations of the economy and the U.S. housing market. We then aggregated the delinquencies and converted them to losses by applying pool-specific lifetime default frequency and loss severity assumptions. Our loss severity assumptions are based off observed severities on liquidated seasoned loans and reflect the lack of principal and interest advancing on the loans.

We also conducted a loan level analysis on MCMLT 2019-GS1's collateral pool. We applied loan-level baseline lifetime propensity to default assumptions based on the historical performance of loans with similar collateral characteristics and payment histories. We then adjusted this base default propensity up for (1) adjustable-rate loans, (2) loans that have the risk of coupon step-ups and (3) loans with high updated loan to value ratios (LTVs). We applied a higher baseline lifetime default propensity for interest-only loans, using the same adjustments. To calculate the final expected loss for the pool, we applied a loan-level loss severity assumption based on the loans' updated estimated LTVs. We further adjusted the loss severity assumption upwards for loans in states that give super-priority status to homeowner association (HOA) liens, to account for potential risk of HOA liens trumping a mortgage. The deferred balance in this transaction is approximately $45.45 million, representing approximately 11.77% of the total unpaid principal balance.

Three loans in the pool currently feature an active HAMP Principal Reduction Alternative (HAMP-PRA). Under HAMP-PRA, the principal of the borrower's mortgage may be reduced by a predetermined amount called the PRA forbearance amount if the borrower satisfies certain conditions during a trial period. If the borrower continues to make timely payments on the loan for three years, the entire PRA forbearance amount is forgiven. Also, if the loan is in good standing and the borrower voluntary pays off the loan, the entire forbearance amount is forgiven.

For non-PRA forborne amounts, the deferred balance is the full obligation of the borrower and must be paid in full upon (i) sale of property (ii) voluntary payoff or (iii) final scheduled payment date. Upon sale of the property, the servicer therefore could potentially recover some of the deferred amount. For loans that default in future or get modified after the closing date, the servicer may opt for partial or full principal forgiveness to the extent permitted under the servicing agreement.

Based on performance data and information from servicers, we assume that 100% of the remaining PRA amount would be forgiven and not recovered. For non-PRA deferred balance, we applied a slightly higher default rate for these loans than what we assumed for the overall pool given that these borrowers have experienced past credit events that required loan modification, as opposed to borrowers who have been current and have never been modified. Also, for non-PRA loans, based on performance data from an RPL servicer, we assumed approximately 95% severity as servicers may recover a portion of the deferred balance. For this pool, non-PRA deferred balance account for 100.00% of the deferred balance. The final expected loss for the collateral pool reflects the due diligence scope and findings of the independent third party review (TPR) firms as well as our assessment of MCMLT 2019-GS1's representations & warranties (R&Ws) framework.

Transaction Structure

Similar to other MCMLT transactions, MCMLT 2019-GS1 has a simple sequential priority of payments structure without any cash flow triggers. The transaction allocates excess cash flow (net of realized losses and certain unreimbursed amounts) sequentially to the senior notes A1A, A1B1 and A1B2 and then to the subordinated tranches, class M1 through class B6B up to a target payment amount. This arrangement is weaker than previous MCMLT transactions (except for MCMLT 2019-1) where all the remaining excess cash flow (net of realized losses, certain unreimbursed amount and payment to senior notes) is distributed to the subordinated tranches. In this transaction, after the excess cash flow is used to pay the subordinated tranches the target payment amount, the remaining excess cash flow will be distributed to the residual certificates. We took into consideration the change in the monthly excess cashflow waterfall in our modeling of the transaction's cash flows.

The transaction will benefit from overcollateralization but it will experience spread compression due to deleveraging, prepayment and modification. We took this into account in our analysis. The servicer will not advance any principal or interest on delinquent loans. However, the servicer will be required to advance costs and expenses incurred in connection with a default, delinquency or other event in the performance of its servicing obligations.

Credit enhancement in this transaction is comprised of subordination provided by mezzanine and junior tranches and the buildup of overcollateralization from available excess interest. The principal payment received from excess interest collections will limit the faster pay down on the senior notes as a smaller percentage of the excess cash flow would be allocated to the seniors due to structural features mentioned previously.

To the extent that the overcollateralization amount is zero or insufficient monthly excess cash flow, realized losses will be allocated to the notes in a reverse sequential order starting with the lowest subordinate bond. The Class A1A, Class A1B1, Class A1B2, Class A1, Class A2, Class A3, Class A4, Class M1, Class M2, Class M3A, Class M3B, Class M3, Class B1A, Class B1B, Class B1, Class B2A, Class B2B and Class B2 notes carry a fixed-rate coupon subject to the collateral adjusted net weighted average coupon (WAC) and applicable available funds cap. The Class B3A, Class B3B, Class B3, Class B4A, Class B4B, Class B4, Class B5A, Class B5B, Class B5, Class B6A, Class B6B and Class B6 are variable rate notes where the coupon is equal to the lesser of adjusted net WAC-0.25% and applicable available funds cap.

To assess the final rating on the notes, we ran 96 different loss and prepayment scenarios through our cash flow model. The scenarios encompass six loss levels, four loss timing curves, and four prepayment curves. The structure allows for timely payment of interest and ultimate payment of principal with respect to the notes by the legal final maturity.

Third Party Review

Three third party review (TPR) firms conducted due diligence on all but few loans in MCMLT 2019-GS1's collateral pool. The TPR firms reviewed compliance, data integrity and key documents, to verify that loans were originated in accordance with federal, state and local anti-predatory laws. The TPR firms also conducted audits of designated data fields to ensure the accuracy of the collateral tape. An independent firm also reviewed the title and tax reports for all the loans in the pool.

Based on our analysis of the third-party review reports, we determined that a portion of the loans with some cited violations are at enhanced risk of having violated TILA through an under-disclosure of the finance charges. In addition, the diligence providers were unable to determine if four loans were originated in accordance with ATR rules. We have made adjustments consistent with our approach to account for the rating impact of ATR rules that could cause future losses to the trust. We incorporated an additional hit to the loss severities for these loans to account for this risk. The title review includes confirming the recordation status of the mortgage and the intervening chain of assignments, the status of real estate taxes and validating the lien position of the underlying mortgage loan. Once securitized, delinquent taxes will be advanced on behalf of the borrower and added to the borrower's account. The servicer will be reimbursed for delinquent taxes from the top of the waterfall, as a servicing advance. The representation provider has deposited collateral of $650,000 in the Assignment Reserve Account (ARA) to ensure one or more third parties monitored by the Depositor completes all assignment and endorsement chains and record an intervening assignment of mortgage as necessary. The amount deposited in the ARA at the closing date is lower than the previous Mill City transaction, MCMLT 2019-GS1. We have considered the ARA deposit and factors such as: (i) the high historical cure rate in the previous Mill City transactions and(ii) the low delinquency rate of the previous Mill City transactions. We did not make any additional adjustment for this.

Representations & Warranties

Our ratings also factor in MCMLT 2019-GS1's weak representations and warranties (R&Ws) framework because they contain many knowledge qualifiers and the regulatory compliance R&W does not cover monetary damages that arise from TILA violations whose right of rescission has expired. The breach discovery process for this transaction is also weaker than previous Mill City securitizations (except MCMLT 2017-3,MCMLT 2018-3 and MCMLT 2018-4) and other rated RPL transactions. Previously, with the exception of MCMLT 2017-3, MCMLT 2018-3 and MCMLT 2018-4, an independent party reviewed R&W breaches for every loan that became 120 days delinquent. For this transaction similar to MCMLT 2017-3, MCMLT 2018-3 and MCMLT 2018-4, an independent party reviews R&W breaches for every loan that incurs a realized loss.

While the transaction provides for a Breach Reserve Account to cover for any breaches of R&Ws, the size of the account is slightly smaller for MCMLT 2019-GS1 ($775,000 relative to aggregate collateral balance of $386.29 million) compared to MCMLT 2019-1 ($0.9 million relative to aggregate collateral pool $440.2 million). An initial deposit of $775,000 will be remitted to the Breach Reserve Account on the closing date, with an initial Breach Reserve Account target amount of $1.2 million. We did not make any adjustment for this as it was not much different in terms of percentage of balance.

Trustee Indemnification

We believe there is a very low likelihood that the rated notes in MCMLT 2019-GS1 will incur any loss from extraordinary expenses or indemnification payments owing to potential future lawsuits against key deal parties. First, majority of the loans are seasoned with demonstrated payment history, reducing the likelihood of a lawsuit on the basis that the loans have underwriting defects. Second, historical performance of loans aggregated by the sponsor to date has been within expectation, with minimal losses on previously issued Mill City transactions. Third, the transaction has reasonably well defined processes in place to identify loans with defects on an ongoing basis. In this transaction, an independent breach reviewer must review loans for breaches of representations and warranties when a realized loss is incurred on a loan, which reduces the likelihood that parties will be sued for inaction. Furthermore, the issuer has performed nearly 73.4% due diligence by independent third parties with respect to compliance and payment history and has disclosed the results of the review.

Transaction Parties

The transaction benefits from an adequate servicing arrangement. Shellpoint will service 73.95% of the pool, Fay will service 26.05% of the pool. Wells Fargo Bank, N.A. is the Custodian of the transaction. MCMLT 2019-GS1's Indenture Trustee is U.S. Bank National Association.

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

Up

Levels of credit protection that are higher than necessary to protect investors against current expectations of loss could drive the ratings up. Losses could decline from our original expectations as a result of a lower number of obligor defaults or appreciation in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Other reasons for better-than-expected performance include changes to servicing practices that enhance collections or refinancing opportunities that result in prepayments.

Down

Levels of credit protection that are insufficient to protect investors against current expectations of loss could drive the ratings down. Losses could rise above our original expectations as a result of a higher number of obligor defaults or deterioration in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Other reasons for worse-than-expected performance include poor servicing, error on the part of transaction parties, inadequate transaction governance and fraud.

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_1197795.

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 quantitative analysis entails an evaluation of scenarios that stress factors contributing to sensitivity of ratings and take into account the likelihood of severe collateral losses or impaired cash flows. Moody's weights the impact on the rated instruments based on its assumptions of the likelihood of the events in such scenarios occurring.

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.

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.

Max Sauray
Asst Vice President - 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

Sang Shin
VP - Senior Credit Officer/Manager
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.
© 2019 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

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

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

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.

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

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

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

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

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

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

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

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

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

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

​​​​
Moodys.com