Oceanview Mortgage Trust 2021-1 -- Moody's assigns provisional ratings to Oceanview Mortgage Loan Trust 2021-1

Rating Action: Moody's assigns provisional ratings to Oceanview Mortgage Loan Trust 2021-1Global Credit Research - 09 Apr 2021New York, April 09, 2021 -- Moody's Investors Service, ("Moody's") has assigned provisional ratings to fifty-six classes of residential mortgage-backed securities (RMBS) issued by Oceanview Mortgage Trust (OCMT) 2021-1. The ratings range from (P)Aaa (sf) to (P)B3 (sf).Oceanview Asset Selector, LLC is the sponsor of OCMT 2021-1, an inaugural securitization of performing prime jumbo mortgage loans backed by 447 first lien, fully amortizing, fixed-rate qualified mortgage (QM) loans, with an aggregate unpaid principal balance (UPB) of $385,853,144. The transaction benefits from a collateral pool that is of high credit quality, and is further supported by an unambiguous R&W framework, 100% third-party review (TPR) and a shifting interest structure that incorporates a subordination floor. As of the cut-off date, no borrower under any mortgage loan has entered into a COVID-19 related forbearance plan with the servicer.The seller, Oceanview Acquisitions I, LLC, indirectly acquired the mortgage loans from various third-party sellers through one or more affiliates of the seller. Both the seller and the sponsor are wholly-owned subsidiaries of Oceanview U.S. Holdings Corp. Community Loan Servicing, LLC (CLS) (f/k/a Bayview Loan Servicing, LLC) will service 100% of the mortgage loans. There is no master servicer in this transaction. The servicer will generally be required to fund principal and interest (P&I) advances and servicing advances unless such advances are deemed non-recoverable.A TPR firm verified the accuracy of the loan level information. The firm conducted detailed credit, property valuation, data accuracy and compliance reviews on 100% of the mortgage loans in the collateral pool.Transaction credit strengths include the high credit quality of the collateral pool, the strong TPR results for credit, compliance and valuations, and the unambiguous R&W framework. Transaction credit weaknesses include having no master servicer to oversee the primary servicer, unlike typical prime jumbo transactions we have rated.We analyzed the underlying mortgage loans using Moody's Individual Loan Analysis (MILAN) model. We also compared the collateral pool to other prime jumbo securitizations and adjusted our expected losses based on qualitative attributes, including the financial strength of the R&W provider and TPR results.The complete rating action are as follows.Issuer: Oceanview Mortgage Trust 2021-1Cl. A-1, Assigned (P)Aaa (sf)Cl. A-2, Assigned (P)Aaa (sf)Cl. A-3, Assigned (P)Aaa (sf)Cl. A-4, Assigned (P)Aaa (sf)Cl. A-5, Assigned (P)Aaa (sf)Cl. A-6, Assigned (P)Aaa (sf)Cl. A-7, Assigned (P)Aaa (sf)Cl. A-8, Assigned (P)Aaa (sf)Cl. A-9, Assigned (P)Aaa (sf)Cl. A-10, Assigned (P)Aaa (sf)Cl. A-11, Assigned (P)Aaa (sf)Cl. A-12, Assigned (P)Aaa (sf)Cl. A-13, Assigned (P)Aaa (sf)Cl. A-14, Assigned (P)Aaa (sf)Cl. A-15, Assigned (P)Aaa (sf)Cl. A-16, Assigned (P)Aaa (sf)Cl. A-17, Assigned (P)Aaa (sf)Cl. A-18, Assigned (P)Aaa (sf)Cl. A-19, Assigned (P)Aaa (sf)Cl. A-20, Assigned (P)Aaa (sf)Cl. A-21, Assigned (P)Aaa (sf)Cl. A-22, Assigned (P)Aaa (sf)Cl. A-23, Assigned (P)Aaa (sf)Cl. A-24, Assigned (P)Aaa (sf)Cl. A-25, Assigned (P)Aaa (sf)Cl. A-IO1*, Assigned (P)Aaa (sf)Cl. A-IO2*, Assigned (P)Aaa (sf)Cl. A-IO3*, Assigned (P)Aaa (sf)Cl. A-IO4*, Assigned (P)Aaa (sf)Cl. A-IO5*, Assigned (P)Aaa (sf)Cl. A-IO6*, Assigned (P)Aaa (sf)Cl. A-IO7*, Assigned (P)Aaa (sf)Cl. A-IO8*, Assigned (P)Aaa (sf)Cl. A-IO9*, Assigned (P)Aaa (sf)Cl. A-IO10*, Assigned (P)Aaa (sf)Cl. A-IO11*, Assigned (P)Aaa (sf)Cl. A-IO12*, Assigned (P)Aaa (sf)Cl. A-IO13*, Assigned (P)Aaa (sf)Cl. A-IO14*, Assigned (P)Aaa (sf)Cl. A-IO15*, Assigned (P)Aaa (sf)Cl. A-IO16*, Assigned (P)Aaa (sf)Cl. A-IO17*, Assigned (P)Aaa (sf)Cl. A-IO18*, Assigned (P)Aaa (sf)Cl. A-IO19*, Assigned (P)Aaa (sf)Cl. A-IO20*, Assigned (P)Aaa (sf)Cl. A-IO21*, Assigned (P)Aaa (sf)Cl. A-IO22*, Assigned (P)Aaa (sf)Cl. A-IO23*, Assigned (P)Aaa (sf)Cl. A-IO24*, Assigned (P)Aaa (sf)Cl. A-IO25*, Assigned (P)Aaa (sf)Cl. A-IO26*, Assigned (P)Aaa (sf)Cl. B-1, Assigned (P)Aa3 (sf)Cl. B-2, Assigned (P)A3 (sf)Cl. B-3, Assigned (P)Baa3 (sf)Cl. B-4, Assigned (P)Ba3 (sf)Cl. B-5, Assigned (P)B3 (sf)*Reflects Interest-Only ClassesRATINGS RATIONALESummary credit analysis and rating rationaleMoody's expected loss for this pool in a baseline scenario-mean is 0.29%, in a baseline scenario-median is 0.15%, and reaches 2.87% at stress level consistent with our Aaa rating.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 consumer assets from a gradual and unbalanced recovery in U.S. economic activity.We increased our model-derived median expected losses by 10% (6.75% for the mean) and our Aaa loss by 2.5% to reflect the likely performance deterioration resulting from the slowdown in US economic activity due to the coronavirus outbreak. These adjustments are lower than the 15% median expected loss and 5% Aaa loss adjustments we made on pools from deals issued after the onset of the pandemic until February 2021. Our reduced adjustments reflect the fact that the loan pool in this deal does not contain any loans to borrowers who are not currently making payments. For newly originated loans, post-COVID underwriting takes into account the impact of the pandemic on a borrower's ability to repay the mortgage. For seasoned loans, as time passes, the likelihood that borrowers who have continued to make payments throughout the pandemic will now become non-cash flowing due to COVID-19 continues to decline.We regard the coronavirus outbreak as a social risk under our ESG framework, given the substantial implications for public health and safety.We base our ratings on the certificates on the credit quality of the mortgage loans, the structural features of the transaction, our assessments of the origination quality and servicing arrangement, the strength of the TPR and the R&W framework of the transaction.Collateral DescriptionThe pool characteristics are based on the April 1, 2021 cut-off tape. This transaction consists of 447 first lien, fully amortizing, fixed-rate QM loans, all of which have original terms to maturity of 20, 25 or 30 years, with an aggregate unpaid principal balance of $385,853,144. All of the mortgage loans are secured by first liens on one- to four-family residential properties, planned unit developments and condominiums. The mortgage loans are approximately 3 months seasoned and are backed by full documentation.Geographic concentration is relatively low where the three largest states in the transaction, California, Virginia and Texas account for 16.15%, 10.96%, and 8.51%, by UPB, respectively. Overall, the credit quality of the mortgage loans backing this transaction is similar to that of transactions issued by other prime issuers. The WA original FICO for the pool is 777 and the WA CLTV is 67.3%.None of the mortgage loans as of the cut-off date have an original principal balance that conformed to the guidelines of Fannie Mae and Freddie Mac at the time of origination, including mortgage loans with original loan amounts meeting the high-cost area loan limits established by the Federal Housing Finance Agency and were eligible to be purchased by Fannie Mae or Freddie Mac. As of the cut-off date, all of the mortgage loans were contractually current under the MBA method with respect to payments of P&I.As of the cut-off date, none of the borrowers of the mortgage loans are currently subject to a forbearance plan or are in the process of being subject to a forbearance plan, including as a result of COVID-19. In the event a borrower enters into a forbearance plan, including as a result of COVID-19, after the cut-off date, but prior to the closing date, such mortgage loan will be removed from the pool.Overall, the credit quality of the mortgage loans backing this transaction is similar to transactions issued by other prime issuers.Origination QualityOceanview Acquisitions I, LLC is the seller and R&W provider for this securitization and is a wholly owned subsidiary of Oceanview Holdings Ltd. (together with its affiliates and subsidiaries Oceanview). Oceanview is a wholly owned subsidiary of Bayview Opportunity V Oceanview L.P., a pooled investment vehicle managed by Bayview Asset Management (Bayview or BAM).The seller does not originate residential mortgage loans or fund the origination of residential mortgage loans. Instead, the seller acquired the mortgage loans directly from Bayview Acquisitions LLC, an affiliate of the seller (affiliated loan purchaser), which in turn acquired the mortgage loans directly from third parties. The affiliated loan purchaser maintains eligibility criteria for use in the process of acquiring third-party originated loans and provides these criteria to third parties that sell mortgage loans to the affiliated loan purchaser to enable those third parties to determine whether mortgage loans they consider selling to the affiliated loan purchaser will meet such criteria.For this transaction, the acquisition criteria includes the affiliated loan purchaser's standard prime jumbo program. The mortgage loans acquired under this program do not meet the eligibility standards for purchase by Fannie Mae or Freddie Mac primarily due to loan size. This program is designed to target mortgagors with outstanding credit and reserves that are seeking a mortgage loan with flexible underwriting guidelines. All mortgage loans originated under this program are eligible for safe harbor protection under the ATR rules and a QM designation is in the loan file.Oceanview is managed by a seasoned group of mortgage veterans with industry tenure that averages over two decades. BAM is a fully integrated investment platform focused on investments in mortgage and consumer- related credit. Overall, Oceanview's non-agency originations team benefits from a connection to other parts of the Bayview organization. For example, along with CLS, Bayview has a full suite of originations capabilities including sales, processing, underwriting, closing and post-closing, capital markets, and outsourcing. Overall, the same functional teams that drive BAM's investment processes are resources for Oceanview. Oceanview utilizes its full time employees (FTEs) in concert with dedicated FTEs from affiliated BAM entities. This operating leverage is achieved vis-à-vis a fulfillment services agreement.However, because the non-agency program offered by Oceanview has been established only recently, there is no available performance information and more time is needed to assess Oceanview's ability to consistently produce high-quality mortgage loans.Servicing ArrangementWe assess the overall servicing arrangement for this pool as adequate, given the ability, scale and experience of CLS as a servicer. However, compared to other prime jumbo transactions which typically have a master servicer, servicer oversight for this transaction is relatively weaker. While third-party reviews of CLS' servicing operations will be conducted periodically by the GSEs, the Consumer Financial Protection Bureau (CFPB) and state regulators, such oversight may lack the depth and frequency that a master servicer would ordinarily provide. However, we did not adjust our expected losses for the weaker servicing arrangement due to the following: (1) CLS was established in 1999 and is an experienced primary and special servicer of residential mortgage loans, (2) CLS is an approved servicer for both Fannie Mae and Freddie Mac, (3) CLS had no instances of non-compliance for its 2019 Regulation AB or Uniformed Single Audit Program (USAP) independent servicer reviews, (4) CLS has an experienced management team and uses Black Knight's MSP servicing platform, the largest and most highly utilized mortgage servicing system, and (5) the R&W framework mandates reviews of poorly performing mortgage loans by a third-party if a threshold event occurs.Third-Party ReviewThe transaction benefits from a TPR on 100% of the loans for regulatory compliance, credit and property valuation. The due diligence results confirm compliance with the originator's underwriting guidelines for the vast majority of loans, no material regulatory compliance issues, and no material property valuation issues. The loans that had exceptions to the originator's underwriting guidelines had significant compensating factors that were documented.Representations & WarrantiesWe assessed the R&W framework based on three factors: (a) the financial strength of the remedy provider; (b) the strength of the R&Ws (including qualifiers and sunsets) and (c) the effectiveness of the enforcement mechanisms. We evaluated the impact of these factors collectively on the ratings in conjunction with the transaction's specific details and in some cases, the strengths of some of the factors can mitigate weaknesses in others. We also considered the R&W framework in conjunction with other transaction features, such as the independent due diligence, custodial receipt, and property valuations, as well as any sponsor alignment of interest, to evaluate the overall exposure to loan defects and inaccurate information.The seller makes the loan level R&Ws for the mortgage loans. The loan-level R&Ws meet or exceed the baseline set of credit-neutral R&Ws we have identified for US RMBS. R&W breaches are evaluated by an independent third-party using a set of objective criteria. The transaction requires mandatory independent reviews of loans that become 120 days delinquent and those that liquidate at a loss to determine if any of the R&Ws are breached.However, we applied an adjustment in our model analysis to account for the risk that the R&W provider (unrated) may be unable to repurchase defective loans in a stressed economic environment (similar to the economic experience in 2008-2009 when a steep decline in house prices triggered a financial crisis), given that it is a non-bank entity whose monoline business of mortgage origination and servicing is highly correlated with the economy.Transaction StructureOCMT 2021-1 has one pool with a shifting interest structure that benefits from a subordination floor. Funds collected, including principal, are first used to make interest payments and then principal payments to the senior bonds, and then interest and principal payments to each subordinate bond. As in all transactions with shifting interest structures, the senior bonds benefit from a cash flow waterfall that allocates all prepayments to the senior bond for a specified period of time, and increasing amounts of prepayments to the subordinate bonds thereafter, but only if loan performance satisfies delinquency and loss tests.Tail Risk & Subordination FloorThe transaction cash flows follow a shifting interest structure that allows subordinated bonds to receive principal payments under certain defined scenarios. Because a shifting interest structure allows subordinated bonds to pay down over time as the loan pool balance declines, senior bonds are exposed to eroding credit enhancement over time, and increased performance volatility as a result. To mitigate this risk, the transaction provides for a senior subordination floor of 1.00% of the cut-off date pool balance, and as subordination lock-out amount of 1.00% of the cut-off date pool balance. The floors are consistent with the credit neutral floors for the assigned ratings according to our methodology.Factors that would lead to an upgrade or downgrade of the ratings:DownLevels of credit protection that are insufficient to protect investors against current expectations of loss could drive the ratings down. Losses could rise above Moody's 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.UpLevels 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 Moody's 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.MethodologyThe principal methodology used in rating all classes except interest-only classes was "Moody's Approach to Rating US RMBS Using the MILAN Framework" published in April 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1201303. The methodologies used in rating interest-only classes were "Moody's Approach to Rating US RMBS Using the MILAN Framework" published in April 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1201303 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. REGULATORY DISCLOSURESFor 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.Further information on the representations and warranties and enforcement mechanisms available to investors are available on http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1275933.The analysis relies on an assessment of collateral characteristics to determine the collateral loss distribution, that is, the function that correlates to an assumption about the likelihood of occurrence to each level of possible losses in the collateral. As a second step, Moody's evaluates each possible collateral loss scenario using a model that replicates the relevant structural features to derive payments and therefore the ultimate potential losses for each rated instrument. The loss a rated instrument incurs in each collateral loss scenario, weighted by assumptions about the likelihood of events in that scenario occurring, results in the expected loss of the 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.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. Philip Rukosuev 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 Sonny Weng Vice President - Senior Analyst 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 © 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.MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS, AND 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, ASSESSMENTS, OTHER OPINIONS OR 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.MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND 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 its 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, ASSESSMENT, 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 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. ​