Common use of REGULATORY TERMS Clause in Contracts

REGULATORY TERMS. The receipt and use of the Information is subject to additional legal and regulatory requirements as set out below in this section (“Regulatory Terms”). The Regulatory Terms may be amended by Moody’s upon written notice to Client as a result of any new or amended legal, regulatory or other requirements which, in Moody’s sole discretion, affect the receipt and use of the Information. Such amendment shall take effect thirty (30) days following the provision of written notice of such amendment by Moody’s to Client. If the amendment would have a material adverse effect on Client’s use of the Information, Client may terminate the Agreement by providing written notice to Moody’s at any time prior to the expiration of such thirty (30) day period. If Moody’s receives Client’s termination notice within such thirty (30) day period, the Agreement shall be terminated and Client shall be entitled to a refund of any applicable fees under the Order Form prepaid to Moody’s in respect of the period after termination. If written notice is not received by Moody’s within such thirty (30) day period, the Agreement shall continue in full force and effect, subject to the new amended terms. Xxxxx'x Analytics Australia Pty Ltd [ABN 94 105 136 972] (“MA Australia”), having its registered office at Level 00, 0 X’Xxxxxxx Xx., Sydney, NSW 2000 Australia, is the holder of Australian Financial Services License No. 000000 (“AFSL”) issued pursuant to the Corporations Act of 2001 (Australia). The Information provided to Client under this Agreement that consists of financial product advice (“Advice Information”) will be arranged by MA Australia under its AFSL and provided by Moody’s to Client. 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. Client hereby represents and warrants that it is a “Wholesale Client” (as defined in Section 761G of the Corporations Act of 2001 (Australia)), and Moody’s provision of the Advice Information to Client is expressly conditioned upon the continuing accuracy of such representation and warranty throughout the term of the Agreement. In addition, Client acknowledges 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, without prejudice to any other restrictions on distribution set forth herein, Client covenants and agrees that it will not distribute any Advice Information, including but not limited to any MIS Ratings, Expected Default Frequency data and/or related financial product research to a person in Australia other than a Wholesale Client. Moody’s credit ratings, non-credit assessments, other opinions and Information are not intended to be and shall not be relied upon or used by any users located in India in relation to securities listed or proposed to be listed on Indian stock exchanges. Ratings Disclosures. The following Regulatory Terms shall apply to Information that includes MIS credit rating data or that include MIS rating scorecards or models: 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 credit rating, agreed to pay to MIS for the credit rating opinions and services rendered by it. Xxxxx'x Corporation (MCO) and its wholly-owned credit rating agency subsidiary MIS also maintain policies and procedures to address the independence of MIS's credit ratings and credit rating processes. MCO annually publishes on its website at xxx.xxxxxx.xxx disclosures regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold credit ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than five (5) percent. 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 this Agreement will compel MIS to assign, as a result of any Information, a particular rating or any revision thereof to the Client or any securities, debt or other instruments. Client understands that MIS may at any time refuse to issue any rating, or, if already issued, revise or withdraw such rating. Client further agrees not to represent, imply or otherwise suggest that any output from such products constitutes or affects an MIS rating, rating action, or opinion. Xxxxx’x XX Japan K.K., Moody’s Local AR Agente de Calificación de Xxxxxx X.X., Xxxxx’x Local BR Agência de Classificação xx Xxxxx LTDA, Moody’s Local MX S.A. de C.V, I.C.V., Moody’s Local PE Clasificadora de Xxxxxx X.X., and Xxxxx’x Local PA Calificadora de Xxxxxx X.X. (collectively, the “Moody’s Non-NRSRO CRAs”) are all indirectly wholly-owned credit rating agency subsidiaries of MCO. None of the Moody’s Non-NRSRO CRAs is a Nationally Recognized Statistical Rating Organization. Additional terms with respect to Second Party Opinions (as defined in MIS Rating Symbols and Definitions): Please note that a Second Party Opinion (“SPO”) is not a “credit rating”. The issuance of SPOs is not a regulated activity in many jurisdictions, including Singapore. JAPAN: In Japan, development and provision of SPOs fall under the category of “Ancillary Businesses”, not “Credit Rating Business”, and are not subject to the regulations applicable to “Credit Rating Business” under the Financial Instruments and Exchange Act of Japan and its relevant regulation. PRC: Any SPO: (1) does not constitute a PRC Green Bond Assessment as defined under any relevant PRC laws or regulations; (2) cannot be included in any registration statement, offering circular, prospectus or any other documents submitted to the PRC regulatory authorities or otherwise used to satisfy any PRC regulatory disclosure requirement; and (3) cannot be used within the PRC for any regulatory purpose or for any other purpose which is not permitted under relevant PRC laws or regulations. For the purposes of this disclaimer, “PRC” refers to the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.

REGULATORY TERMS. The receipt and use of the Information is subject to additional legal and regulatory requirements as set out below in this section (“Regulatory Terms”). The Regulatory Terms may be amended by Moody’s upon written notice to Client as a result of any new or amended legal, regulatory or other requirements which, in Moody’s sole discretion, affect the receipt and use of the Information. Such amendment shall take effect thirty (30) days following the provision of written notice of such amendment by Moody’s to Client. If the amendment would have a material adverse effect on Client’s use of the Information, Client may terminate the Agreement by providing written notice to Moody’s at any time prior to the expiration of such thirty (30) day period. If Moody’s receives Client’s termination notice within such thirty (30) day period, the Agreement shall be terminated and Client shall be entitled to a refund of any applicable fees under the Order Form prepaid to Moody’s in respect of the period after termination. If written notice is not received by Moody’s within such thirty (30) day period, the Agreement shall continue in full force and effect, subject to the new amended terms. Australia. To the extent the Information is received or used in Australia, the following Regulatory Terms shall apply: Xxxxx'x Analytics Australia Pty Ltd [ABN 94 105 136 972] (“MA Australia”), having its registered office at Level 00, 0 X’Xxxxxxx Xx., Sydney, NSW 2000 Australia, is the holder of Australian Financial Services License No. 000000 (“AFSL”) issued pursuant to the Corporations Act of 2001 (Australia). The Information provided to Client under this Agreement that consists of financial product advice (“Advice Information”) will be arranged by MA Australia under its AFSL and provided by Moody’s to Client. 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. Client hereby represents and warrants that it is a “Wholesale Client” (as defined in Section 761G of the Corporations Act of 2001 (Australia)), and Moody’s provision of the Advice Information to Client is expressly conditioned upon the continuing accuracy of such representation and warranty throughout the term of the Agreement. In addition, Client acknowledges 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, without prejudice to any other restrictions on distribution set forth herein, Client covenants and agrees that it will not distribute any Advice Information, including but not limited to any MIS Ratings, Expected Default Frequency data 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: Xxxxx'x Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Xxxxx'x Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of Moody’s Corporation. Xxxxx’x XX Japan K.K. (“MSFJ”) is a wholly-owned credit ratingsrating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, noncredit 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 assessmentsrating 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, other 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 Information are not intended services rendered by it fees ranging from JPY100,000 to be approximately JPY550,000,000. MJKK and shall not be relied upon or used by any users located in India in relation MSFJ also maintain policies and procedures to securities listed or proposed to be listed on Indian stock exchangesaddress Japanese regulatory requirements. Ratings Disclosures. The following Regulatory Terms shall apply to Information that includes MIS credit rating data or that include MIS rating scorecards or models: 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 credit rating, agreed to pay to MIS for the credit rating opinions and services rendered by itit fees ranging from $1,000 to $5,000,000. Xxxxx'x 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 credit ratings and credit rating processes. MCO annually publishes on its website at xxx.xxxxxx.xxx disclosures regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold credit ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than five (5) percent. 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 this Agreement will compel MIS to assign, as a result of any Information, a particular rating or any revision thereof to the Client or any securities, debt or other instruments. Client understands that MIS may at any time refuse to issue any rating, or, if already issued, revise or withdraw such rating. Client further agrees not to represent, imply or otherwise suggest that any output from such products constitutes or affects an MIS rating, rating action, or opinion. Xxxxx’x XX Japan K.K., Moody’s Local AR Agente de Calificación de Xxxxxx X.X., Xxxxx’x Local BR Agência de Classificação xx Xxxxx LTDA, Moody’s Local MX S.A. de C.V, I.C.V., Moody’s Local PE Clasificadora de Xxxxxx X.X., and Xxxxx’x Local PA Calificadora de Xxxxxx X.X. (collectively, the “Moody’s Non-NRSRO CRAs”) are all indirectly wholly-owned credit rating agency subsidiaries of MCO. None of the Moody’s Non-NRSRO CRAs is a Nationally Recognized Statistical Rating Organization. Additional terms with respect to Second Party Opinions (as defined in MIS Rating Symbols and Definitions): Please note that a Second Party Opinion (“SPO”) is not a “credit rating”. The issuance of SPOs is not a regulated activity in many jurisdictions, including Singapore. JAPAN: In Japan, development and provision of SPOs fall under the category of “Ancillary Businesses”, not “Credit Rating Business”, and are not subject to the regulations applicable to “Credit Rating Business” under the Financial Instruments and Exchange Act of Japan and its relevant regulation. PRC: Any SPO: (1) does not constitute a PRC Green Bond Assessment as defined under any relevant PRC laws or regulations; (2) cannot be included in any registration statement, offering circular, prospectus or any other documents submitted to the PRC regulatory authorities or otherwise used to satisfy any PRC regulatory disclosure requirement; and (3) cannot be used within the PRC for any regulatory purpose or for any other purpose which is not permitted under relevant PRC laws or regulations. For the purposes of this disclaimer, “PRC” refers to the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.

REGULATORY TERMS. The receipt and use of the Information is subject to additional legal and regulatory requirements as set out below in this section (“Regulatory Terms”). The Regulatory Terms may be amended by Moody’s upon written notice to Client as a result of any new or amended legal, regulatory or other requirements which, in Moody’s sole discretion, affect the receipt and use of the Information. Such amendment shall take effect thirty (30) days following the provision of written notice of such amendment by Moody’s to Client. If the amendment would have a material adverse effect on Client’s use of the Information, Client may terminate the Agreement by providing written notice to Moody’s at any time prior to the expiration of such thirty (30) day period. If Moody’s receives Client’s termination notice within such thirty (30) day period, the Agreement shall be terminated and Client shall be entitled to a refund of any applicable fees under the Order Form prepaid to Moody’s in respect of the period after termination. If written notice is not received by Moody’s within such thirty (30) day period, the Agreement shall continue in full force and effect, subject to the new amended terms. Xxxxx'x Analytics Australia Pty Ltd [ABN 94 105 136 972] (“MA Australia”), having its registered office at Level 0010, 0 X’Xxxxxxx Xx., Sydney, NSW 2000 Australia, is the holder of Australian Financial Services License No. 000000 (“AFSL”) issued pursuant to the Corporations Act of 2001 (Australia). The Information provided to Client under this Agreement that consists of financial product advice (“Advice Information”) will be arranged by MA Australia under its AFSL and provided by Moody’s to Client. 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. Client hereby represents and warrants that it is a “Wholesale Client” (as defined in Section 761G of the Corporations Act of 2001 (Australia)), and Moody’s provision of the Advice Information to Client is expressly conditioned upon the continuing accuracy of such representation and warranty throughout the term of the Agreement. In addition, Client acknowledges 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, without prejudice to any other restrictions on distribution set forth herein, Client covenants and agrees that it will not distribute any Advice Information, including but not limited to any MIS Ratings, Expected Default Frequency data and/or related financial product research to a person in Australia other than a Wholesale Client. Moody’s credit ratings, non-credit assessments, other opinions and Information are not intended to be and shall not be relied upon or used by any users located in India in relation to securities listed or proposed to be listed on Indian stock exchanges. Ratings Disclosures. The following Regulatory Terms shall apply to Information that includes MIS credit rating data or that include MIS rating scorecards or models: 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 credit rating, agreed to pay to MIS for the credit rating opinions and services rendered by it. Xxxxx'x Corporation (MCO) and its wholly-owned credit rating agency subsidiary MIS also maintain policies and procedures to address the independence of MIS's credit ratings and credit rating processes. MCO annually publishes on its website at xxx.xxxxxx.xxx disclosures regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold credit ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than five (5) percent. 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 this Agreement will compel MIS to assign, as a result of any Information, a particular rating or any revision thereof to the Client or any securities, debt or other instruments. Client understands that MIS may at any time refuse to issue any rating, or, if already issued, revise or withdraw such rating. Client further agrees not to represent, imply or otherwise suggest that any output from such products constitutes or affects an MIS rating, rating action, or opinion. Xxxxx’x XX Japan K.K., Moody’s Local AR Agente de Calificación de Xxxxxx X.X., Xxxxx’x Local BR Agência de Classificação xx Xxxxx LTDA, Moody’s Local MX S.A. de C.V, I.C.V., Moody’s Local PE Clasificadora de Xxxxxx X.X., and Xxxxx’x Local PA Calificadora de Xxxxxx X.X. (collectively, the “Moody’s Non-NRSRO CRAs”) are all indirectly wholly-owned credit rating agency subsidiaries of MCO. None of the Moody’s Non-NRSRO CRAs is a Nationally Recognized Statistical Rating Organization. Additional terms with respect to Second Party Opinions (as defined in MIS Rating Symbols and Definitions): Please note that a Second Party Opinion (“SPO”) is not a “credit rating”. The issuance of SPOs is not a regulated activity in many jurisdictions, including Singapore. JAPAN: In Japan, development and provision of SPOs fall under the category of “Ancillary Businesses”, not “Credit Rating Business”, and are not subject to the regulations applicable to “Credit Rating Business” under the Financial Instruments and Exchange Act of Japan and its relevant regulation. PRC: Any SPO: (1) does not constitute a PRC Green Bond Assessment as defined under any relevant PRC laws or regulations; (2) cannot be included in any registration statement, offering circular, prospectus or any other documents submitted to the PRC regulatory authorities or otherwise used to satisfy any PRC regulatory disclosure requirement; and (3) cannot be used within the PRC for any regulatory purpose or for any other purpose which is not permitted under relevant PRC laws or regulations. For the purposes of this disclaimer, “PRC” refers to the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.