Last Updated: December 2023
ALL MOODY’S CORPORATE AND STRUCTURED RATINGS DATA INCLUDING CURRENT, PUBLIC MOODY’S INSTRUMENT AND ISSUER-LEVEL RATINGS DATA AND RELATED INSTRUMENT-LEVEL AND ORGANIZATION-LEVEL INFORMATION ON FINANCIAL INSTITUTIONS, CORPORATIONS, SOVEREIGN ENTITIES AND STRUCTURED FINANCE PROVIDED BY MOODY’S ANALYTICS, INC. ( “MOODY’S RATINGS DATA”) FURNISHED BY REORG PURSUANT TO THE AGREEMENT WITH REORG APPLICABLE TO YOUR USE OF THE SERVICES (THE “USER AGREEMENT”) ARE PROPRIETARY TO MOODY’S ANALYTICS, INC. (OR ITS LICENSORS). NO MOODY’S RATINGS DATA SO FURNISHED MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, DISTRIBUTED, REDISTRIBUTED, SOLD, RESOLD, LEASED, RENTED, LICENSED, SUBLICENSED, ALTERED, MODIFIED, ADAPTED, 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 YOU OR ANY OTHER PERSON OR ENTITY, EXCEPT AS PERMITTED IN THE USER AGREEMENT OR WITH MOODY’S PRIOR WRITTEN CONSENT.
ALL MOODY’S RATINGS DATA IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND MOODY’S (AND MOODY’S LICENSORS), IN PARTICULAR, EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES TO YOU OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE MOODY’S RATINGS DATA , EXPRESS OR IMPLIED, AND WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION (A) ANY WARRANTY, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, OR THE RESULTS TO BE OBTAINED FROM USE OF THE MOODY’S RATINGS DATA , (B) THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EVEN IF REORG OR YOU HAS BEEN INFORMED OF SUCH PURPOSE; AND (C) ANY WARRANTIES ARISING BY IMPLICATION OR FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. NEITHER MOODY’S NOR ITS LICENSORS SHALL HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY WITH RESPECT TO ANY MOODY’S RATINGS DATA FURNISHED PURSUANT TO THE USER AGREEMENT.
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 DEBTLIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY’S (“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. 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.
MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS FOR RETAIL INVESTORS TO CONSIDER MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS IN MAKING ANY INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.
You agree and acknowledges that the Moody’s Ratings Data is and shall remain the valuable intellectual property owned by, or licensed to, Moody’s Analytics, Inc., (“Moody’s”) and that no proprietary rights are being transferred to You in such materials or in any of the information contained therein. You agree that misappropriation or misuse of such materials shall cause serious damage to Moody’s and that in such event money damages may not constitute sufficient compensation to Moody’s; consequently, You agree that in the event of any misappropriation or misuse, Moody’s shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which Moody’s may be entitled.
Moody’s Investors Services, Inc. (“MIS”), 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 MIS have, prior to assignment of any rating, agreed to pay to MIS for the rating 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. MCO annually publishes on its website at www.moodys.com disclosures 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 five percent (5%). Although certain of the products licensed hereunder are designed to predict what an MIS rating would be based on certain assumptions, financial and portfolio data and/or other variable inputs, the output from such products may or may not reflect a MIS rating actually assigned to such security or issuer, 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. Nothing in the User Agreement will compel MIS to assign, as a result of any Moody’s Ratings Data, a particular rating or any revision thereof to You or any securities, debt or other instruments. 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 output from such products constitutes or affects an MIS rating, rating action, or opinion.
You expressly agree, on behalf of yourself and each other person or entity that You permit to use any Information (“User”), that (a) the credit ratings and other opinions, and valuations, quotes, statistical, quantitative or other information contained in the Moody’s Ratings 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) the Moody’s Ratings Data will be weighed solely as one factor in any investment decision made by or on behalf of You or any User, and (c) it will accordingly make its own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. You agree, on behalf of yourself and each User, that (i) none of the credit ratings and other opinions, and valuations, quotes, statistical, quantitative or other information contained in the Moody’s Ratings Data , or any statements or disclosures by Moody’s to You or a User regarding the foregoing, shall create any duty of care on the part of Moody’s or any Moody’s Affiliate to You, ( ii) neither Moody’s nor any Moody’s Affiliate is acting as a financial adviser to You, and (iii) none of the credit ratings and other opinions, and valuations, quotes statistical, quantitative or other information contained in the Moody’s Ratings Data (whether in oral or written form) or statements or other communications supplied by Moody’s or any of its employees, representatives or agents shall constitute a representation or a warranty, or the provision of investment.
You acknowledge and understand that the Moody’s Ratings Delivery Service is not a real-time service, and that it may not reflect the most recent changes to ratings and other information published by Moody’s Investors Service (“MIS”), until MIS completes its regularly scheduled updates to the service. Users of this service must refer to the official MIS press release announcements of ratings and related changes available on its website to receive up to date information.
Specific Regulatory Terms and Conditions
The following terms and conditions are the result of various legal and regulatory requirements. Your use and further redistribution of the Moody’s Ratings Data is subject to such additional terms and conditions.
Australia
To the extent You use and/or distribute any Moody’s Ratings Data in Australia, the following regulatory terms shall apply:
Moody’s Analytics Australia Pty Ltd [ABN 94 105 136 972] (“MA Australia”), having its registered office at Level 10, 1 O’Connell St., Sydney, NSW 2000 Australia, is the holder of Australian Financial Services License No. 383569 (“AFSL”) issued pursuant to the Corporations Act of 2001 (Australia). The Moody’s Ratings Data provided to You pursuant to the User Agreement that consists of financial product advice (“Advice Information”) will be arranged by MA Australia under its AFSL and provided by Moody’s to You. Moody’s and MA Australia have entered into an arrangement under which MA Australia has assumed responsibility for any acts or omissions by Moody’s in relation to any Advice Information provided hereunder by Moody’s.
You hereby represent and warrant that You are a “Wholesale Client” (as defined in Section 761G of the Corporations Act of 2001(Australia), and Moody’s provision of the Advice Information to You is expressly conditioned upon the continuing accuracy of such representation and warranty throughout the term of the User Agreement. In addition, You acknowledge that the Advice Information is not intended for use by and shall not be distributed to any person in Australia other than a Wholesale Client, and You covenant and agree that You will not distribute any Advice Information, including but not limited to any Moody’s ratings and/or related financial product research to a person in Australia other than a Wholesale Client.
Japan
The following Regulatory Terms shall apply to the extent the Information includes data on credit ratings assigned by certain Japanese affiliates of MIS as set out below:
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 Moody’s Corporation. 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 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.
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