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Rating Action:

Moody's downgrades ratings of one or more classes for 41 EETC Series in review of substantial majority of its EETC ratings portfolio

06 May 2020

New York, May 06, 2020 -- Moody's Investors Service downgraded its ratings for one or more classes across 41 different series of Enhanced Equipment Trust Certificates ("EETCs") following a review of 50 of the 57 separate EETC series transactions Moody's rates. This debt has been issued over many years (1999-2020), each transaction on behalf of one of nine independently-rated airlines -- Air Canada, American Airlines, Inc., British Airways, Plc, Delta Air Lines, Inc., Hawaiian Airlines, Inc., JetBlue Airways, Latam Airlines Group S.A.; Norwegian Air Shuttle ASA, or United Airlines, Inc. Today's rating actions do not affect any of Moody's other ratings for these issuers. All of Moody's EETC ratings, and all other published ratings assigned to these companies or other members in their respective families, remain on review for downgrade, except the outlooks on the Norwegian Air Shuttle EETCs are negative. Please see the end of this press release for the detailed list of rating actions taken today.

Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The spread of the coronavirus, the deteriorating global economic outlook, extremely low and volatile oil prices, and asset price declines are sustaining a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. The passenger airline industry is one of the sectors most significantly affected by the shock given its exposure to travel restrictions and sensitivity to consumer demand and sentiment. Passenger demand is currently down by more than 90% across most of the world, excluding a few countries in Asia where demand is also lower but by a lesser degree. The global scope, duration and degree of the steepest decline in passenger demand ever experienced in the history of passenger air travel and the financial stress airlines around the world are facing inform Moody's expectations of sustained weaker demand for passenger aircraft for years to come; this, in turn, will pressure values of all aircraft types, also for years to come.

RATING RATIONALE

Moody's EETC ratings consider the credit quality of the airline that issues the equipment notes in a mortgage type transaction or is the lessee in a lease transaction, either of which funds each of the pass-through trusts that are the structural foundation of an EETC transaction. The ratings also consider the typical benefits of EETCs, including i) the insolvency provisions of the legal jurisdiction, such as the applicability of Section 1110 for US airlines and either the Cape Town Convention or other local law for transactions involving non-US airlines; ii) cross-default and cross-collateralization of the equipment notes; iii) 18-month or longer liquidity facilities that cover interest payments following an airline's rejection of a transaction; and iv) cross-subordination pursuant to intercreditor agreements, which provide for claims of senior classes in a transaction to be paid in full before the junior classes receive payments. Moody's opinion of the importance (or essentiality) of specific aircraft models to an airline's network and its estimates of equity cushion are key factors in its rating analysis of EETCs. The focal point of the legal jurisdiction analysis is an assessment of whether the trustee for a transaction will have a speedy repossession of aircraft for a rejected transaction.

The downgrades follow Moody's lowering its estimates of aircraft current market values to reflect the impact of the coronavirus. The downgrades reflect higher loan-to-value ratios and the ensuing smaller equity cushions that result from Moody's lowered valuation assumptions. Moody's currently believes aircraft values of all types and ages will suffer significant declines amounting to at least 10% and as much as 35% or more, depending on aircraft type (narrow-body vs. wide-body), age, market attractiveness, potential for early retirement, and subdued demand for aircraft and spare parts. More than half of the global passenger aircraft fleet of more than 27,000 is currently parked, with the potential for significant numbers of aircraft near or beyond 20 years of age to be retired up to five years earlier than pre-coronavirus plans because of airlines' expectations for meaningfully lower passenger demand, which will lead to smaller aircraft fleets than prior plans. Wide-body models such as Boeing's 767 and 777-200ER families are examples of aged, long out-of-production models. Airbus' A330 and A340 models are also in operators' cross-hairs. In the narrow-body fleet, there are many A320ceo family and Boeing 737NG family aircraft at least 20 years old; the same is true for the Boeing 757. Pronouncements by many airlines that they will have materially smaller operations in upcoming years will also adversely affect aircraft values.

Almost 880 aircraft comprise the collateral across the 57 EETC transactions that Moody's rates for a total of 13 different airlines, including six in the US. The Airbus A321-200ceo is the most prevalent aircraft type, accounting for about 18% (160 aircraft) of the population in Moody's rated universe. Boeing's 737-800 is a close second at about 17%, followed by the 737-900ER at 11%. The Boeing 777-300ER, 777-200ER and 787-9 are the most prevalent wide-bodies in the collateral for these transactions, with 49, 42 and 42 aircraft, respectively. Each of these models are in transactions that are being downgraded in this bulk rating action.

Moody's is downgrading 67 separate EETC tranches in today's rating action; twenty-nine others face no action today, and two Class Cs are being upgraded. All remain on review for further downgrade. Of the 21 Class AA tranches Moody's rates, 11 were downgraded one notch, nine were downgraded 2 notches and one was downgraded three notches. Of the 49 Class A tranches Moody's reviewed in this action, six were downgraded one notch, 14 were downgraded two notches, 14 were downgraded three notches and two were downgraded four notches. No action was taken on the remaining 13 tranches. Of the 25 Class B tranches considered in this action, six were downgraded one notch, one was downgraded 2 notches and two were downgraded three notches. Moody's is not taking action on the remaining 16 tranches in this class. Ratings of the three class Cs still outstanding are also being changed, with two upgraded two notches and one downgraded two notches.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Changes in EETC ratings can result from any combination of changes in Moody's estimates of aircraft market values, which will affect estimates of loan-to-value; the underlying credit quality or ratings of the airline issuer or lessee; and Moody's opinion of the importance of particular aircraft models to an airline's network. The ratings of the eight airlines with published corporate ratings in this rating action remain on review for downgrade, as do all of the EETC ratings. The ratings on the EETCs could be downgraded when Moody's resolves the ongoing reviews of the underlying airline companies.

The methodologies used in these ratings were Enhanced Equipment Trust and Equipment Trust Certificates published in July 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1125852, and Passenger Airline Industry published in April 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1091811. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of these methodologies.

The following rating actions were taken:

Downgrades:

..Issuer: Air Canada 2013-1 Pass Through Trusts

....Senior Secured Enhanced Equipment Trust Ser. 2013-1 Class A, Downgraded to Baa2 from A3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2013-1 Class B, Downgraded to Ba2 from Baa2; Placed Under Review for further Downgrade

..Issuer: Air Canada Series 2015-2 Pass Through Trusts

....Senior Secured Enhanced Equipment Trust Ser. 2015-2 Class A, Downgraded to A3 from A1; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2015-2 Class AA, Downgraded to A1 from Aa2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2015-2 Class B, Downgraded to Baa2 from Baa1; Placed Under Review for further Downgrade

..Issuer: Air Canada Series 2017-1 Pass Through Trusts

....Senior Secured Enhanced Equipment Trust Ser. 2017-1 Class A, Downgraded to A3 from A1; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2017-1 Class AA, Downgraded to A1 from Aa2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2017-1 Class B, Downgraded to Baa2 from Baa1; Placed Under Review for further Downgrade

..Issuer: British Airways Pass Through Trust 2018-1AA

....Senior Secured Enhanced Equipment Trust, Downgraded to Aa3 from Aa2; Placed Under Review for further Downgrade

..Issuer: British Airways Pass Through Trust 2019-1AA

....Senior Secured Enhanced Equipment Trust, Downgraded to Aa3 from Aa2; Placed Under Review for further Downgrade

..Issuer: Hawaiian Airlines, Inc.

....Senior Secured Enhanced Equipment Trust Ser. 2013-1 Class A, Downgraded to Ba1 from Baa1; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2013-1 Class B, Downgraded to Ba3 from Ba2; Placed Under Review for further Downgrade

..Issuer: JetBlue Airways Corp.

....Senior Secured Enhanced Equipment Trust Ser. 2019-1 Class A, Downgraded to A3 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2019-1 Class AA, Downgraded to A1 from Aa3; Placed Under Review for further Downgrade

..Issuer: LATAM Pass Through Trust 2015-1A

....Senior Secured Enhanced Equipment Trust, Downgraded to Baa2 from Baa1; Placed Under Review for further Downgrade

..Issuer: Speedbird 2013 Limited

....Senior Secured Enhanced Equipment Trust Ser. 2013 Class A, Downgraded to A3 from A1; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2013 Class B, Downgraded to Baa1 from A3; Placed Under Review for further Downgrade

..Issuer: American Airlines, Inc.

....Senior Secured Enhanced Equipment Trust Ser. 2011-1 Class A, Downgraded to Baa3 from A3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2012-2 Class C, Downgraded to B2 from Ba3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2015-2 Class A, Downgraded to Baa2 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2015-2 Class AA, Downgraded to A2 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-1 Class A, Downgraded to Baa2 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-1 Class AA, Downgraded to A2 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-2 Class A, Downgraded to Baa2 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-2 Class AA, Downgraded to A2 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-3 Class A, Downgraded to Baa2 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-3 Class AA, Downgraded to A2 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2017-1 Class A, Downgraded to Baa2 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2017-1 Class AA, Downgraded to A2 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2017-2 Class A, Downgraded to Baa2 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2017-2 Class AA, Downgraded to A2 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2019-1 Class A, Downgraded to Baa2 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2019-1 Class AA, Downgraded to A2 from Aa3; Placed Under Review for further Downgrade

..Issuer: Delta Air Lines, Inc.

....Senior Secured Enhanced Equipment Trust Ser. 2007-1 Class A, Downgraded to Baa2 from A3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2007-1 Class B, Downgraded to Ba1 from Baa2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2012-1 Class A, Downgraded to A3 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2015-1 Class A, Downgraded to Baa1 from A1; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2015-1 Class AA, Downgraded to A2 from Aa2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2015-1 Class B, Downgraded to Baa2 from Baa1; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2019-1 Class AA, Downgraded to A1 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2020-1 Class AA, Downgraded to A1 from Aa3; Placed Under Review for further Downgrade

..Issuer: United Airlines, Inc.

....Senior Secured Enhanced Equipment Trust Ser. 2001-A1 Class A, Downgraded to Baa1 from A3; Placed Under Review for further Downgrade

....Senior Secured Equipment Trust Ser. 2007-1 Class A, Downgraded to Baa3 from Baa1; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2010-1 Class A, Downgraded to Baa3 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2012-1 Class A, Downgraded to Baa2 from A3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2012-2 Class A, Downgraded to Baa2 from A3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2012-2 Class B, Downgraded to Baa3 from Baa2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2015-1 Class A, Downgraded to Baa1 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2015-1 Class AA, Downgraded to A1 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-1 Class A, Downgraded to Baa1 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-1 Class AA, Downgraded to A1 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-2 Class A, Downgraded to Baa1 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2016-2 Class AA, Downgraded to A1 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2018-1 Class A, Downgraded to Baa1 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2018-1 Class AA, Downgraded to A1 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2019-1 Class A, Downgraded to Baa1 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2019-1 Class AA, Downgraded to A1 from Aa3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2019-2 Class A, Downgraded to Baa1 from A2; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2019-2 Class AA, Downgraded to A1 from Aa3; Placed Under Review for further Downgrade

..Issuer: US Airways, Inc.

....Senior Secured Enhanced Equipment Trust Ser. 2001-1 Class G, Downgraded to Baa2 from Baa1; Placed Under Review for further Downgrade

....Underlying Senior Secured Enhanced Equipment Trust Ser. 2001-1 Class G, Downgraded to Baa2 from Baa1; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2010-1 Class A, Downgraded to Baa3 from A3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2011 Class A, Downgraded to Baa3 from A3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2012-1 Class A, Downgraded to Baa1 from A3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2012-2 Class A, Downgraded to Baa3 from A3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2013-1 Class A, Downgraded to Baa3 from A3; Placed Under Review for further Downgrade

..Issuer: NAS Enhanced Pass Through Certificate 2016-1A

....Senior Secured Enhanced Equipment Trust, Downgraded to B2 from Ba1

..Issuer: NAS Enhanced Pass Through Certificate 2016-1B

....Senior Secured Enhanced Equipment Trust, Downgraded to Caa2 from B2

Upgrades:

..Issuer: US Airways, Inc.

....Senior Secured Enhanced Equipment Trust Ser. 2000-3 Class C, Upgraded to Ba1 from Ba3; Placed Under Review for further Downgrade

....Senior Secured Enhanced Equipment Trust Ser. 2001 Class C, Upgraded to Ba1 from Ba3; Placed Under Review for further Downgrade

Outlook Actions:

..Issuer: NAS Enhanced Pass Through Certificate 2016-1A

....Outlook, Changed To Negative From Stable

..Issuer: NAS Enhanced Pass Through Certificate 2016-1B

....Outlook, Changed To Negative From Stable

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.

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.

Jonathan Root, CFA
Senior Vice President
Corporate 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

Russell Solomon
Associate Managing Director
Corporate 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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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.

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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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