Moody’s Analytics (“Moody’s Analytics”)

1. Proprietary Notice; Client Service provided solely for Subscriber’s internal or personal use; No Redistribution to Third Parties.

THE MOODY’S ANALYTICS DATA AND ACCOMPANYING MATERIALS AND CONTENT (“INFORMATION”) FURNISHED BY MAC (OR “CLIENT”) PURSUANT TO THIS AGREEMENT ARE PROPRIETARY TO CLIENT (OR CLIENT’S LICENSORS) AND ARE SO FURNISHED AT SUBSCRIBER''S REQUEST, “SUBSCRIBER” MEANING YOU AND THE MAC MEMBER THAT HAS ACCEPTED THIS AGREEMENT, AND FOR SUBSCRIBER''S EXCLUSIVE USE. NO INFORMATION 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 SUBSCRIBER OR ANY OTHER PERSON OR ENTITY, WITHOUT CLIENT’S PRIOR WRITTEN CONSENT.

2. No Warranties; Limitation on Liability; Liability Cap.

All INFORMATION furnished pursuant to this Agreement is obtained by Client from sources believed by it to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, however, all INFORMATION is provided "AS IS” without warranty of any kind, and CLIENT (AND CLIENT’S LICENSORS), IN PARTICULAR, MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH INFORMATION.

Under no circumstance shall CLIENT (or CLIENT’S Licensors) have any liability to Subscriber or any other person or entity for (a) any loss, damage or other injury in whole or in part caused by, resulting from or relating to, any error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Client or any of its directors, officers, employees or agents, or Licensors, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any INFORMATION, or (b) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR COMPENSATORY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) EVEN IF CLIENT SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, IN EITHER CASE CAUSED BY, RESULTING FROM OR RELATING TO THE USE OF, OR

INABILITY TO USE, ANY INFORMATION. Without limiting the foregoing, in no event shall the total liability of CLIENT or CLIENT’S licensors in the aggregate to Subscriber arising from this Agreement (based on any cause of action whatsoever) exceed the fees actually paid by Subscriber to CLIENT within the twelve (12) month period immediately preceding the date upon which the relevant claim accrued.

3. Moody’s Rights to Data.

Subscriber agrees and acknowledges that the Moody’s Analytics’ 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 Subscriber in such materials or in any of the information contained therein. Subscriber agrees 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, Subscriber agrees 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.

4. Securities Disclosures

Moody’s Investors Services, Inc. (“MIS”) 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 appraisal and rating services rendered by it fees ranging from $1,500 to $2,400,000. Moody''s Corporation (MCO) and its wholly-owned credit rating agency subsidiary, 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 on Moody''s website at www.moodys.com under the heading "Shareholder Relations -- Corporate Governance -- Director and Shareholder Affiliation Policy."

Subscriber expressly agrees, on behalf of itself and each other person or entity that it permits to use any Information ("User"), that (a) the credit ratings and other opinions, and valuations, quotes, statistical quantitative or other information contained in the INFORMATION 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 INFORMATION will be weighed solely as one factor in any investment decision made by or on behalf of Subscriber 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 i may consider purchasing, holding or selling.

5. Not a Real-Time Service

Subscriber acknowledges and understands 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.