Rating Action: Moody’s assigns provisional ratings to Prime RMBS issued by GS Mortgage-Backed Securities Trust 2022-PJ1Global Credit Research – 06 Jan 2022New York, January 06, 2022 — Moody’s Investors Service (“Moody’s”) has assigned provisional ratings to 38 classes of residential mortgage-backed securities (RMBS) issued by GS Mortgage-Backed Securities Trust 2022-PJ1. The ratings range from (P)Aaa (sf) to (P)B3 (sf).GS Mortgage-Backed Securities Trust 2022-PJ1 (GSMBS 2022-PJ1) is the first prime jumbo transaction in 2022 issued by Goldman Sachs Mortgage Company (GSMC), the sponsor and the primary mortgage loan seller. Overall, pool strengths include the high credit quality of the underlying borrowers, indicated by high FICO scores, strong reserves for prime jumbo borrowers, mortgage loans with fixed interest rates and no interest-only loans. As of the cut-off date, none of the mortgage loans are subject to a COVID-19 related forbearance plan.GSMC is a wholly owned subsidiary of Goldman Sachs Bank USA and Goldman Sachs. The mortgage loans for this transaction were acquired by GSMC, the sponsor and the primary mortgage loan seller (approximately 98.1% by UPB), and MCLP Asset Company, Inc. (MCLP) (approximately 1.9% by UPB), the mortgage loan sellers, from certain of the originators or the aggregator, MAXEX Clearing LLC (which aggregated 3.2% of the mortgage loans by UPB).NewRez LLC d/b/a Shellpoint Mortgage Servicing (Shellpoint) will service 100.0% (by loan balance) Computershare Trust Company, N.A. (Computershare) will be the master servicer for this transaction.We analyzed the underlying mortgage loans using Moody’s Individual Loan Analysis (MILAN) model. In addition, we adjusted our losses based on qualitative attributes, including origination quality, the strength of the R&W framework and third-party review (TPR) results.Distributions of principal and interest and loss allocations are based on a typical shifting interest structure with a five-year lockout period that benefits from a senior and subordination floor. We coded the cash flow to each of the certificate classes using Moody’s proprietary cash flow tool.The complete rating actions are as follows:Issuer: GS Mortgage-Backed Securities Trust 2022-PJ1Cl. A-1, Rating Assigned (P)Aaa (sf)Cl. A-2, Rating Assigned (P)Aaa (sf)Cl. A-3, Rating Assigned (P)Aa1 (sf)Cl. A-4, Rating Assigned (P)Aa1 (sf)Cl. A-5, Rating Assigned (P)Aaa (sf)Cl. A-6, Rating Assigned (P)Aaa (sf)Cl. A-7, Rating Assigned (P)Aaa (sf)Cl. A-7-X*, Rating Assigned (P)Aaa (sf)Cl. A-8, Rating Assigned (P)Aaa (sf)Cl. A-9, Rating Assigned (P)Aaa (sf)Cl. A-10, Rating Assigned (P)Aaa (sf)Cl. A-11, Rating Assigned (P)Aaa (sf)Cl. A-11-X*, Rating Assigned (P)Aaa (sf)Cl. A-12, Rating Assigned (P)Aaa (sf)Cl. A-13, Rating Assigned (P)Aaa (sf)Cl. A-14, Rating Assigned (P)Aaa (sf)Cl. A-15, Rating Assigned (P)Aaa (sf)Cl. A-15-X*, Rating Assigned (P)Aaa (sf)Cl. A-16, Rating Assigned (P)Aaa (sf)Cl. A-17, Rating Assigned (P)Aaa (sf)Cl. A-17-X*, Rating Assigned (P)Aaa (sf)Cl. A-18, Rating Assigned (P)Aaa (sf)Cl. A-18-X*, Rating Assigned (P)Aaa (sf)Cl. A-19, Rating Assigned (P)Aaa (sf)Cl. A-20, Rating Assigned (P)Aaa (sf)Cl. A-21, Rating Assigned (P)Aa1 (sf)Cl. A-X-1*, Rating Assigned (P)Aa1 (sf)Cl. A-X-2*, Rating Assigned (P)Aaa (sf)Cl. A-X-3*, Rating Assigned (P)Aa1 (sf)Cl. A-X-4*, Rating Assigned (P)Aa1 (sf)Cl. A-X-5*, Rating Assigned (P)Aaa (sf)Cl. A-X-9*, Rating Assigned (P)Aaa (sf)Cl. A-X-13*, Rating Assigned (P)Aaa (sf)Cl. B-1, Rating Assigned (P)Aa3 (sf)Cl. B-2, Rating Assigned (P)A3 (sf)Cl. B-3, Rating Assigned (P)Baa3 (sf)Cl. B-4, Rating Assigned (P)Ba3 (sf)Cl. B-5, Rating 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 0.49%, in a baseline scenario-median is 0.31% and reaches 3.71% at stress level consistent with our Aaa rating.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, strength of the TPR and the R&W framework of the transaction.Collateral DescriptionAs of the December 1, 2021 cut-off date, the aggregate collateral pool comprises 672 (96.8% by UPB) prime jumbo (non-conforming) and 90 (3.2% by UPB) conforming, 30-year loan-term, fully-amortizing fixed-rate mortgage loans, none of which have the benefit of primary mortgage guaranty insurance, with an aggregate stated principal balance (UPB) $789,150,675 and a weighted average (WA) mortgage rate of 3.0%. The WA current FICO score of the borrowers in the pool is 772. The WA Original LTV ratio of the mortgage pool is 70.8%, which is in line with GSMBS 2021-PJ11 and also with other prime jumbo transactions. Top 10 MSAs comprise 59.5% of the pool, by UPB. The high geographic concentration in high cost MSAs is reflected in the high average balance of the pool ($1,035,631).All the mortgage loans in the aggregate pool are QM, with the prime jumbo non-conforming mortgage loans meeting the requirements of the QM-Safe Harbor rule (Appendix Q) or the new General QM rule (see below), and the GSE eligible mortgage loans meeting the temporary QM criteria applicable to loans underwritten in accordance with GSE guidelines. The other characteristics of the mortgage loans in the pool are generally comparable to that of GSMBS 2021-PJ11 and recent prime jumbo transactions.A portion of the loans purchased from various sellers into the pool were originated pursuant to the new general QM rule (82.7% of the pool by loan balance). The majority of these loans are UWM loans underwritten to GS AUS underwriting guidelines. The third-party reviewer verified that the loans’ APRs met the QM rule’s thresholds. Furthermore, these loans were underwritten and documented pursuant to the QM rule’s verification safe harbor via a mix of the Fannie Mae Single Family Selling Guide, the Freddie Mac Single-Family Seller/Servicer Guide, and applicable program overlays. As part of the origination quality review and in consideration of the detailed loan-level third-party diligence reports, which included supplemental information with the specific documentation received for each loan, we concluded that these loans were fully documented loans, and that the underwriting of the loans is acceptable. Therefore, we ran these loans as “full documentation” loans in our MILAN model, but increased our Aaa and expected loss assumptions due to the lack of performance, track records and substantial overlays of the AUS-underwritten loans.Aggregator/Origination QualityGSMC is the loan aggregator and the primary mortgage seller for the transaction. GSMC’s general partner is Goldman Sachs Real Estate Funding Corp. and its limited partner is Goldman Sachs Bank USA. Goldman Sachs Real Estate Funding Corp. is a wholly owned subsidiary of Goldman Sachs Bank USA. GSMC is an affiliate of Goldman Sachs & Co. LLC. GSMC is overseen by the mortgage capital markets group within Goldman Sachs. Senior management averages 16 years of mortgage experience and 15 years of Goldman Sachs tenure. The mortgage loans for this transaction were acquired by GSMC, the sponsor and the primary mortgage loan seller (98.1% by UPB), and MCLP Asset Company, Inc. (MCLP) (1.9% by UPB), the mortgage loan sellers, from certain of the originators or the aggregator, MAXEX Clearing LLC (which aggregated 3.2% of the mortgage loans by UPB). The mortgage loans in the pool are underwritten to either GSMC’s underwriting guidelines, or seller’s applicable guidelines. The mortgage loan sellers do not originate any mortgage loans, including the mortgage loans included in the mortgage pool. Instead, the mortgage loan sellers acquired the mortgage loans pursuant to contracts with the originators or the aggregator.Overall, we consider GSMC’s aggregation platform to be comparable to that of peer aggregators and therefore did not apply a separate loss-level adjustment for aggregation quality. In addition to reviewing GSMC’s aggregation quality, we have also reviewed the origination quality of each of the originators which contributed at least approximately 10% of the mortgage loans (by UPB) to the transaction. For these originators, we reviewed their underwriting guidelines, performance history, and quality control and audit processes and procedures (to the extent available, respectively). Approximately 35.2% and 11.0% of the mortgage loans, by UPB as of the cut-off date, were originated by UWM and loanDepot.com, LLC respectively. No other originator or group of affiliated originators originated more than approximately 10% of the mortgage loans in the aggregate. We increased our base case and Aaa loss expectations for certain originators of non-conforming loans where we do not have clear insight into the underwriting practices, quality control and credit risk management (neutral for CrossCountry Mortgage, Guaranteed Rate, loanDepot.com, LLC, NewRez LLC, Caliber Homes and Proper Rate under the old QM guidelines). We did not make an adjustment for GSE-eligible loans, regardless of the originator, since those loans were underwritten in accordance with GSE guidelines.We made an adjustment to our losses for loans originated by UWM primarily due to the fact that underwriting prime jumbo loans mainly through DU is fairly new and no performance history has been provided to Moody’s on these types of loans. More time is needed to assess UWM’s ability to consistently produce high-quality prime jumbo residential mortgage loans under this program. Also, we applied an adjustment for loanDepot loans originated under the new QM rules as more time is needed to fully evaluate this origination program.Servicing ArrangementWe consider the overall servicing arrangement for this pool to be adequate, and as a result we did not make any adjustments to our base case and Aaa stress loss assumptions based on the servicing arrangement.Shellpoint will act as the servicer for this transaction. Shellpoint will service 100.0% of the pool by balance. Shellpoint is an approved servicer in good standing with Ginnie Mae, Fannie Mae and Freddie Mac. Shellpoint’s primary servicing location is located in Greenville, South Carolina. Shellpoint services residential mortgage assets for investors that include banks, financial services companies, GSEs and government agencies. Furthermore, Computershare as master servicer.Computershare is a national banking association and a wholly-owned subsidiary of Computershare Ltd. (Baa2, long term rating), an Australian financial services company with over $5 billion (USD) in assets as of June 30, 2021. Computershare Ltd. and its affiliates have been engaging in financial service activities, including stock transfer related services since 1997, and corporate trust related services since 2000.Third-party ReviewThe transaction benefits from TPR on 100% of the mortgage loans for regulatory compliance, credit and property valuation. The TPR 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.Similar to GSMBS 2021-PJ11, a relatively high number of the B graded exceptions were related to title insurance, compared to those in prime transactions we recently rated. While many of these may be rectified in the future by the servicer or by subsequent documentation, there is a risk that these exceptions could impair the deal’s insurance coverage if not rectified and because the R&Ws specifically exclude these exceptions. We have considered this risk in our analysis.Representations & WarrantiesGSMBS 2022-PJ1’s R&W framework is in line with that of prior GSMBS transactions we have rated where an independent reviewer is named at closing, and costs and manner of review are clearly outlined at issuance. Our review of the R&W framework takes into account the financial strength of the R&W providers, scope of R&Ws (including qualifiers and sunsets) and the R&W enforcement mechanism. 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 mortgage loans that become 120 days delinquent and those that liquidate at a loss to determine if any of the R&Ws are breached. There is a provision for binding arbitration in the event of a dispute between the trust and the R&W provider concerning R&W breaches.The creditworthiness of the R&W provider determines the probability that the R&W provider will be available and have the financial strength to repurchase defective loans upon identifying a breach. An investment-grade rated R&W provider lends substantial strength to its R&Ws. We analyze the impact of less creditworthy R&W providers case by case, in conjunction with other aspects of the transaction. Here, because most of the R&W providers are unrated and/or exhibit limited financial flexibility, we applied an adjustment to the mortgage loans for which these entities provided R&Ws. In addition, a R&W breach will be deemed not to have occurred if it arose as a result of a TPR exception disclosed in Appendix I of the Private Placement Memorandum. There were a relatively high number of B-grade exceptions in the TPR review, the disclosure of which weakens the R&W framework.Tail Risk and Locked Out PercentageThe 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 0.85% of the cut-off date pool balance, and as subordination lock-out amount of 0.85% 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 August 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1271478. The methodologies used in rating interest-only classes were “Moody’s Approach to Rating US RMBS Using the MILAN Framework” published in August 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1271478 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. Please note that a Request for Comment was published in which Moody’s requested market feedback on potential revisions to one or more of the methodologies used in determining these Credit Ratings. If the revised methodologies are implemented as proposed, it is not currently expected that the Credit Ratings referenced in this press release will be affected. Request for Comments can be found on the rating methodologies page on www.moodys.com.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_1315724.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 http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235.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. Pavan Prema Kumar 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 Padma Rajagopal VP – Sr 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 © 2022 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 JPY100,000 to approximately JPY550,000,000.MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.