Moody’s CLO Loan Data Terms of Use

Last Updated: December 2023

Your access to and use of CLO Loan Data provided by Moody’s Analytics, Inc. and its affiliates (“Moody’s”) via the Services is permitted only upon compliance and agreement with the following terms. “CLO Loan Data” consists of certain data in respect of individual loans which constitute collateral for collateralized loan obligations (CLOs), including without limitation the name of the loan, name of the issuer, type of loan, stated spread, maturity date, current principal balance of each loan, unique loan identifier, name of the CLO for which the loan is part of the collateral, and name of the collateral/investment manager for the CLO.

Use of Data. You may access and use the CLO Loan Data for Your own internal business use only, and except as otherwise permitted under a User Agreement between You and Reorg, shall not provide any CLO Loan Data to any other entity (whether or not it is an affiliated company) or to any person employed by (or otherwise acting on behalf of) any other entity. You represent that you are not (i) a vendor which engages in providing data similar in character to the CLO Loan Data to its customers or (ii) a person or entity that is accessing or using the CLO Loan Data on behalf of any such vendor.

Qualified Institutional Buyer. You represent that you are (i) a “qualified institutional buyer” as defined in the Securities Act of 1933 or are (ii) an attorney, accountant, advisor or authorized agent of “qualified institutional buyers.”

Intellectual Property. You agree You shall obtain no rights in any Moody’s Intellectual Property, including without limitation the CLO Loan Data. “Intellectual Property” shall mean all forms of intellectual property rights and protections held by Moody’s and may include without limitation all right, title and interest arising under U.S. common and statutory law, and laws of other countries in and to all (a) patents and all filed, pending or potential applications for patents, including any reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (b) trade secret rights and equivalent rights; (c) copyrights, other literary property or authors rights, whether or not protected by copyright or as a mask work; and (d) proprietary indicia, trademarks, trade names, symbols, domain names, URL’s, logos and/or brand names. Moody’s will retain all ownership rights in and to all Moody’s Intellectual Property. You agree to comply with the restrictions on use of the CLO Loan Data and shall take all reasonable steps to prevent unauthorized use, access, copying or disclosure of Moody’s Intellectual Property. You agree to promptly notify Moody’s of known unauthorized use of any Moody’s Intellectual Property. You agree not to contest the validity of the Moody’s Intellectual Property.

Moody’s Trademarks. You are strictly prohibited from using any CLO Loan Data, corporate names, designation logo, trade name, trademark, service name or service mark in any marketing materials, offering circular, prospectus or any securities offering document, without the prior written consent of Moody’s.

Required Affiliate Disclosures. Certain CLO Loan Data may consist of quantitative estimates of default, or may consist of models and data used by Moody’s Investors Service, Inc. (“MIS”) in the credit ratings process or may be designed to indicate what an MIS rating would be based on certain assumptions, financial and portfolio data and/or other variable inputs. However, none of the CLO Loan Data represent or constitute an actual MIS rating, rating action or opinion unless specifically designated as such by MIS, whether or not any of the assumptions or other data are correct, or the ultimate events related thereto differ materially from the factors used as inputs to such products. MIS operates separately and independently from Moody’s, and nothing in this Agreement, or in any other materials prepared by Moody’s, compelled or will compel MIS to assign a particular rating or any revision thereof to any collateral loans included in the CLO Loan Data. You understand that MIS may at any time refuse to issue any rating, or, if already issued, revise or withdraw such rating. You further agree not to represent, imply, or otherwise suggest that any CLO Loan Data constitutes or affects an MIS rating, rating action, or opinion. You acknowledge that (a) any MIS credit ratings and other opinions contained in such CLO Loan Data are, and will be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, hold or sell any securities, (b) each rating or other opinion will be weighed solely as one factor in any investment decision made by or on Your behalf, and (c) You will accordingly make Your own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security that You may consider purchasing, holding or selling.

DISCLAIMERS. MOODY’S EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, AND THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF MOODY’S HAS BEEN INFORMED OF SUCH PURPOSE, OR ANY REPRESENTATIONS AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. MOODY’S SHALL NOT BE RESPONSIBLE FOR YOUR USE OF THE CLO LOAN DATA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MOODY’S DOES NOT WARRANT OR GUARANTEE THAT THE CLO LOAN DATA WILL ACCURATELY PREDICT CREDIT RISK OR PREVENT BAD DECISIONS REGARDING EXTENSIONS OF CREDIT, INVESTMENTS, LOANS, OR OTHER RISK-RELATED ACTIVITIES, NOR SHALL MOODY’S BE RESPONSIBLE FOR THE CONSEQUENCES OF ANY SUCH DECISIONS. MOODY’S MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO NETWORK DOWNTIME, INTERFERENCE, BANDWIDTH, INTERRUPTION, OUTAGE, OR QUALITY OR SPEED OF ACCESS OR TRANSMISSION OF DATA. NO AGENT OF MOODY’S IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF MOODY’S AS SET FORTH HEREIN.

GENERAL LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL MOODY’S, ITS LICENSORS OR ANY MOODY’S AFFILIATE BE LIABLE TO YOU FOR (A) ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND; OR (B) ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE SOFTWARE, COST OF CAPITAL, OR FOR THE CLAIMS OF ANY THIRD PARTY.

Compliance with Laws. You represent and warrant that You will comply with all applicable laws and regulations with respect to access and use of the CLO Loan Data.

Sanctions Compliance. You warrant that You are not: (i) subject to asset freeze sanctions, such as by inclusion on the list of Specially Designated Nationals and/or Blocked Persons (“SDN List”) maintained by the U.S. Office of Foreign Assets Control, or the consolidated lists of asset freeze targets published by the UN, EU, or UK, nor are You owned or controlled by any such person(s) whether individually or collectively; (ii) organized, headquartered or, if a natural person, ordinarily resident, in a country or territory subject to comprehensive geographic sanctions imposed by the U.S. Government (currently Crimea, Cuba, North Korea, Iran, and Syria) or owned or controlled by any such person; or (iii) subject to restrictions regarding the receipt of U.S.-origin items by virtue of being on the Denied Persons List or the Entity List maintained by the U.S. Commerce Department. You warrant that You will not supply any CLO Loan Data to any person who meets the criteria set forth in (i), (ii) or (iii) or use any CLO Loan Data for the benefit of, or for any transaction involving, any person who meets the criteria set forth in (i) or (ii). For the purposes of this provision, “person” means any natural or legal person; “owned” means an equity interest of 50 percent or greater, whether held directly or indirectly; and “controlled” means the right or ability to dictate the decisions, actions, and/or policies of an entity or its management. You will notify Moody’s if You learn that any representation made herein is no longer accurate. If You are in breach of any requirement under this paragraph, or if Moody’s determines that it is prohibited under any applicable laws or regulation from providing CLO Loan Data, Moody’s may cease providing CLO Loan Data at any time.

Licensed Information. You acknowledge that the CLO Loan Data may contain third party materials provided by licensors, and that availability of such third party materials shall cease automatically, without liability on the part of Moody’s or the licensors, upon termination of Moody’s access to the materials for any reason. Moody’s may from time to time and in its sole discretion add to or change any of its licensors for any reason. You agree that the third party materials: (i) shall only be used for Your internal use in connection with Your use of the CLO Loan Data, and (ii) shall not be used to create a data file, or develop, verify, correct or complete any other database (including, without limitation, a security master database). You shall also comply with any additional terms or restrictions regarding use of the third party materials which the relevant licensor and/or Moody’s may otherwise specify from time to time, including any notification posted within the Services.