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Rating Action:

Moody's reviews for upgrade 85 classes of notes from 4 Higher Education Student Assistance Authority Indentures

13 Apr 2017

Approximately $1.13 billion of asset backed securities affected.

New York, April 13, 2017 -- Moody's Investors Service, ("Moody's") has placed on review for upgrade 85 classes of notes from four indentures and six issuances securitized by the Higher Education Student Assistance Authority (HESAA). The underlying collateral consists of private student loans that do not benefit from a guarantee from the US government. The loans are serviced by HESAA and primarily originated under HESAA's NJCLASS program. The trustee for all securitizations is Wells Fargo Bank, N.A.

Complete rating actions are as follow:

Issuer: Higher Education Student Assistance Authority ( State of New Jersey - 2008 Indenture)

2008 Term Bond A-2, A2 Placed Under Review for Possible Upgrade; previously on Jan 18, 2013 Downgraded to A2

Issuer: Higher Education Student Assistance Authority (State of New Jersey - 2012 Indenture)

2012-1A Senior Series Due 12/1/2017, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2018, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2019, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2020, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2021, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2022, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2023, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2024, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2025, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2026, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2028, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2029, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2012-1A Senior Series Due 12/1/2030, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Assigned Aa2

2013-1A Senior Series Due 12/1/2031, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2035, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2017, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2019, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2018, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2020, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2021, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2022, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2023, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2024, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2025, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2026, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2028, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1A Senior Series Due 12/1/2029, Aa2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Assigned Aa2

2013-1B Subordinate Series Due 12/1/2043, A2 Placed Under Review for Possible Upgrade; previously on Jun 20, 2013 Definitive Rating Assigned A2

2012-1B Sub Series 2012-1B Due 12/1/2039, A2 Placed Under Review for Possible Upgrade; previously on Jun 28, 2012 Definitive Rating Assigned A2

Issuer: Higher Education Student Assistance Authority (State of New Jersey) Student Loan Revenue Bonds (2010-2 Indenture)

2010-2 Serial Bond-A11, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A12, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A13, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A14, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A15, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A16, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A17, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A18, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A19, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A20, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A21, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A22, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A23, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A24, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A25, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A26, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A27, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A28, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2010-2 Serial Bond-A29, Aa3 Placed Under Review for Possible Upgrade; previously on Jun 23, 2010 Assigned Aa3

2011-1 Serial Bond-9, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-10, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-11, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-12, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-13, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-14, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-15, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-16, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-17, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-18, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-19, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-20, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-21, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-22, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-23, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-24, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-25, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

2011-1 Serial Bond-26, Aa3 Placed Under Review for Possible Upgrade; previously on Jul 21, 2011 Assigned Aa3

Issuer: Higher Education Student Assistant Authority (State of New Jersey) Student Loan Revenue Bonds, (2010-1 Indenture)

2010 Serial Bond-A12, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A13, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A14, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A15, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A17, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A18, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A19, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A20, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A21, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A22, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A23, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A24, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A25, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A26, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A27, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A28, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A30, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

2010 Serial Bond-A31, Aa2 Placed Under Review for Possible Upgrade; previously on Jan 28, 2010 Assigned Aa2

RATINGS RATIONALE

The primary rationale for the rating actions is the improved performance of the underlying collateral pools and the build-up in credit enhancement in the transactions. The high quality of the collateral and the experience and collections tools of HESAA as servicer has led to better than expected performance of the pools. In addition, the ratios of total assets to total liabilities (total parity levels) have continued to increase for all of the issuances over the 12-month period ending in December 2016 as HESAA has continued to optionally redeem its notes.

During the review period, Moody's will project lifetime defaults and net losses on the underlying student loan pools and conduct a detailed cash flow analysis to assess whether the available credit enhancement is sufficient to upgrade the current ratings of the affected classes of notes.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's Approach to Rating U.S. Private Student Loan-Backed Securities" published in January 2010. Please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

On 22 March 2017, Moody's released a Request for Comment, in which it had requested market feedback on potential revisions to its Approach to Assessing Counterparty Risks in Structured Finance. If the revised Methodology is implemented as proposed, the Credit Ratings on HESAA transactions are not expected to be affected by the revised Methodology. Please refer to Moody's Request for Comment, titled "Moody's Proposes Revisions to Its Approach to Assessing Counterparty Risks in Structured Finance," for further details regarding the implications of the proposed Methodology revisions on certain Credit Ratings.

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

Up

Among the factors that could drive the ratings up is lower defaults and higher recoveries on the underlying assets than Moody's expects.

Down

Among the factors that could drive the ratings down is higher defaults and lower recoveries on the underlying assets than Moody's expects.

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.

Moody's did not use any models, or loss or cash flow analysis, in its analysis.

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

Donald Lee
Associate Analyst
Structured Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Caroline Pichon
Vice President - Senior Analyst
Structured Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 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.

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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.

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