/raid1/www/Hosts/bankrupt/TCR_Public/190331.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, March 31, 2019, Vol. 23, No. 89

                            Headlines

ALESCO PREFERRED V: Moody's Hikes Rating on Series II Notes to Ba1
ANGEL OAK 2019-2: Fitch Assigns 'Bsf' Rating on $23.59MM B-2 Certs
ARES LIII CLO: Moody's Assigns (P)Ba3 Rating on Class E Notes
BANK OF AMERICA 2016-UBS10: Fitch Affirms B Rating on $11MM F Debt
BFNS 2019-1: Moody's Gives (P)Ba3 Rating on $11.5MM Class D Notes

CIFC FUNDING 2019-I: Moody's Assigns Ba3 Rating on Class E Notes
COLT 2019-2: Fitch to Rate Class B-2 Certs 'Bsf', Outlook Stable
CWABS 2004-J: Moody's Hikes Class 1-A Notes Rating to Ba1
ELMWOOD CLO I: Moody's Rates $22MM Class E Notes 'Ba3'
FAIRSTONE FINANCIAL 2019-1: Moody's Rates Class D Notes 'Ba3'

GOLDMAN SACHS 2010-C2: Fitch Affirms B on Class F Debt, Outlook Neg
GS MORTGAGE-BACKED 2019-PJ1: Moody's Rates Class B-5 Debt '(P)B2'
JP MORGAN 2002-CIBC4: Fitch Affirms BB Rating on $7.4MM Cl. D Debt
JP MORGAN 2019-2: Moody's Gives (P)B2 Rating to Class B-5 Debt
KKR CLO: Moody's Assigns (P)Ba3 Rating on $23MM Class E Notes

LBUBS COMMERCIAL 2006-3: Moody's Affirms C Ratings on 2 Tranches
MAGNETITE LTD XXI: Moody's Assigns B3 Rating on Class F Notes
PATRON'S LEGACY 2003-IV: Moody's Confirms Ba3 on LILAC 03-A Debt
PREFERRED TERM XXVII: Moody's Hikes Rating on 2 Tranches to Caa2
THL CREDIT: Moody's Assigns '(P)Ba3' Rating on Class E Notes

TOWD POINT 2019-SJ2: Fitch Rates $45MM Class B2 Notes 'Bsf'
UBS-CITIGROUP COMMERCIAL 2011-C1: Moody's Affirms B1 on F Certs
VENTURE 36: Moody's Assigns (P)Ba3 Rating on $30.5MM Class E Notes
WELLS FARGO 2012-LC5: Moody's Affirms Class F Certs at 'Caa1'
WFRBS COMMERCIAL 2011-C3: Moody's Cuts Cl. X-B Debt Rating to B3

[*] Moody's Takes Action on $89.7MM Subprime & Alt-A RMBS Deals

                            *********

ALESCO PREFERRED V: Moody's Hikes Rating on Series II Notes to Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by ALESCO Preferred Funding V, Ltd.:

  US$189,000,000 Class A-1 First Priority Senior Secured Floating
  Rate Notes Due 2034 (current outstanding balance of
  $33,290,163), Upgraded to Aaa (sf); previously on June 29, 2017
  Upgraded to Aa1 (sf)

  US$42,000,000 Class A-2 Second Priority Senior Secured Floating
  Rate Notes Due 2034, Upgraded to Aa1 (sf); previously on June
  29, 2017 Upgraded to Aa3 (sf)

  US$10,000,000 Class B Deferrable Third Priority Secured Floating

  Rate Notes Due 2034 (current outstanding balance including
  deferred interest of $10,615,266), Upgraded to A1 (sf);
  previously on June 29, 2017 Upgraded to A3 (sf)

  US$4,150,000 Series II Combination Notes Due 2034 (current rated

  balance of $1,447,268), Upgraded to Ba1 (sf); previously on June

  29, 2017 Upgraded to Ba3 (sf)

ALESCO Preferred Funding V, Ltd., issued in September 2004, is a
collateralized debt obligation (CDO) backed mainly by a portfolio
of bank and insurance trust preferred securities (TruPS).

The Series II Combination Notes are composed of $2,150,000 of the
Class C-3 notes and $2,000,000 of Preferred Shares.

RATINGS RATIONALE

The rating actions are primarily a result of the deleveraging of
the Class A-1 notes, and an increase in the transaction's
over-collateralization (OC) ratios since March 2018.

The Class A-1 notes have paid down by approximately 47.8% or $30.4
million since March 2018 using principal proceeds from the
redemption of the underlying assets and the diversion of excess
interest proceeds. Based on Moody's calculations, the OC ratios for
the Class A-1, Class A-2, and Class B notes have improved to
543.7%, 240.4%, and 210.7%, respectively, from March 2018 levels of
327.8%, 198.0%, and 148.0%, respectively. The Class A-1 notes will
continue to benefit from the diversion of excess interest as long
as the Class B/C/D OC test continues to fail and the use of
proceeds from redemptions of any assets in the collateral pool.


ANGEL OAK 2019-2: Fitch Assigns 'Bsf' Rating on $23.59MM B-2 Certs
------------------------------------------------------------------
Fitch Ratings assigns ratings to Angel Oak Mortgage Trust I 2019-2
(AOMT 2019-2) as follows:

  -- $393,058,000 class A-1 certificates 'AAAsf'; Outlook Stable;

  -- $56,196,000 class A-2 certificates 'AAsf'; Outlook Stable;

  -- $49,055,000 class A-3 certificates 'Asf'; Outlook Stable;

  -- $43,155,000 class M-1 certificates 'BBB-sf'; Outlook Stable;

  -- $21,113,000 class B-1 certificates 'BBsf'; Outlook Stable;

  -- $23,595,000 class B-2 certificates 'Bsf'; Outlook Stable.

Fitch will not be rating the following classes:

  -- $34,773,387 class B-3 certificates;

  -- $449,482,017 class A-IO-S notional certificates.

TRANSACTION SUMMARY

The certificates in AOMT 2019-2 are secured mainly by non-qualified
mortgages (Non-QM) as defined by the Ability to Repay Rule (ATR).
97.5% of the loans were originated by several Angel Oak entities,
which include Angel Oak Mortgage Solutions LLC (AOMS; 84.7%), Angel
Oak Home Loans LLC (AOHL; 12.5%) and Angel Oak Prime Bridge LLC
(AOPB; 0.2%). HomeBridge Financial Services, Inc. (HomeBridge) and
a third-party originator originated the remaining 2.5% of the
loans. Approximately 83% of the pool is designated as Non-QM, 1.5%
as a higher priced QM (HPQM), 4.4% as safe harbor QM (SHQM) and the
remaining 10.8% is not subject to ATR.

Initial credit enhancement (CE) for the class A-1 certificates of
36.70% is higher than Fitch's 'AAAsf' rating stress loss of 31.50%.
The additional initial CE is primarily driven by the pro rata
principal distribution between the A-1, A-2 and A-3 certificates,
which will result in a significant reduction of the class A-1
subordination over time through principal payments to the A-2 and
A-3.

KEY RATING DRIVERS

Nonprime Credit Quality (Negative): The pool has a weighted average
(WA) model credit score of 710 and WA original combined
loan-to-value ratio (CLTV) of 78.3%. Approximately 14% of the pool
consists of borrowers with prior credit events in the past seven
years, 0.7% is foreign nationals, and 1.7% is second liens. The
pool characteristics resemble recent non-prime collateral, and,
therefore, the pool was analyzed using Fitch's non-prime model. A
key distinction between this pool and legacy Alt-A loans is that
these loans adhere to underwriting and documentation standards
required under the CFPB's ATR Rule (Rule), which reduce the risk of
borrower default arising from lack of affordability,
misrepresentation or other operational quality risks due to the
rigor of the Rule's mandates for underwriting and documenting a
borrower's ability to repay.

Bank Statement Loans Included (Negative): Approximately 60% (888
loans) was made to self-employed borrowers underwritten to a bank
statement program (33.6% to a 24-month bank statement program and
26.1% to a 12-month bank statement program) for verifying income in
accordance with either AOHL's or AOMS's guidelines, which is not
consistent with Appendix Q standards and Fitch's view of a full
documentation program. While employment is fully verified and
assets partially confirmed, the limited income verification
resulted in application of a probability of default (PD) penalty of
approximately 1.4x for the bank statement loans at the 'AAAsf'
rating category. Additionally, Fitch's assumed probability of ATR
claims was doubled, which increased the loss severity (LS).

High Investor Property Concentration (Negative): Approximately 11%
of the pool comprises investment properties, 4.7% of which were
originated through the originators' investor cash flow program that
targets real estate investors qualified on a debt service coverage
ratio (DSCR) basis. While the borrower's credit score and LTV are
used in the underwriting of the investor cash flow loans, the ratio
of market rent as a multiple of mortgage principal, interest,
taxes, insurance and homeowner association dues determines the
DSCR, which averages 1.27. Since Fitch's model was developed using
a debt-to-income (DTI) ratio, in its analysis, Fitch mapped the
DSCR to a DTI ratio of comparable credit risk. The remaining
investor properties were underwritten to borrower DTIs.

Modified Sequential Payment Structure (Mixed): The structure
distributes collected principal pro rata among the class A notes
while shutting out the subordinate bonds from principal until all
three classes have been reduced to zero. To the extent that either
the cumulative loss trigger event or the delinquency trigger event
occurs in a given period, principal will be distributed
sequentially to the class A-1, A-2 and A-3 bonds until they are
reduced to zero. The transaction benefits from a relatively tight
cumulative loss trigger.

Limited Advancing Structure (Mixed): The transaction has a stop
advance feature where the servicer or servicing administrator will
advance delinquent principal and interest (P&I) up to 180 days.
While the limited advancing of delinquent P&I benefits the pool's
projected LS, it reduces liquidity. To account for the reduced
liquidity of a limited advancing structure, principal collections
are available to pay timely interest to the 'AAAsf', 'AAsf' and
'Asf' rated bonds. Fitch expects 'AAAsf' and 'AAsf' rated bonds to
receive timely payments of interest.

Low Operational Risk (Mixed): The operational risk in this
transaction is adequately controlled for despite the non-prime
credit quality of the loan pool. Angel Oak has an 'Average'
originator assessment from Fitch and the transaction benefits from
100% third-party due diligence performed by AMC Diligence, LLC and
Clayton Services LLC, both Tier 1 diligence firms. The due
diligence results indicated a low level of material defects and the
issuer's retention of at least 5% of the bonds help ensure an
alignment of interest between issuer and investor.

Alignment of Interests (Positive): The transaction benefits from an
alignment of interest between the issuer and investors. Angel Oak
Mortgage, Inc. as sponsor and securitizer, or an affiliate will
retain a vertical interest in the transaction of at least 5% of the
aggregate certificate balance of all certificates in the
transaction.

Servicing and Master Servicer (Positive): Select Portfolio
Servicing (SPS), rated 'RPS1-'/Outlook Stable by Fitch, will be the
primary servicer on 99% of the loans, while HomeBridge will be
servicing the remaining 1%. Wells Fargo Bank, N.A. (Wells Fargo),
rated 'RMS1-'/Outlook Stable, will act as master. Advances required
but not paid by SPS, AOMS or HomeBridge will be paid by Wells
Fargo. Fitch does not rate any primary servicer higher than SPS and
does not rate any master servicer higher than Wells Fargo.

R&W Framework (Negative): Angel Oak Mortgage Solutions LLC,
HomeBridge and the third-party originator will be providing
loan-level representations and warranties (R&W) for their
respective loans in the trust. While the loan-level reps for this
transaction are substantially consistent with a Tier I framework,
the lack of an automatic review for loans other than those with ATR
realized loss and the nature of the prescriptive breach tests,
which limit the breach reviewers' ability to identify or respond to
issues not fully anticipated at closing, resulted in a Tier 2
framework. Fitch increased its loss expectations (225 bps at the
AAAsf rating category) to mitigate the limitations of the framework
and the non-investment-grade counterparty risk of the providers.


ARES LIII CLO: Moody's Assigns (P)Ba3 Rating on Class E Notes
-------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to three
classes of notes to be issued by Ares LIII CLO Ltd.

Moody's rating action is as follows:

US$351,000,000 Class A-1 Senior Floating Rate Notes due 2031 (the
"Class A-1 Notes"), Assigned (P)Aaa (sf)

US$29,300,000 Class A-2 Senior Floating Rate Notes due 2031 (the
"Class A-2 Notes"), Assigned (P)Aaa (sf)

US$20,200,000 Class E Mezzanine Deferrable Floating Rate Notes due
2031 (the "Class E Notes"), Assigned (P)Ba3 (sf)

The Class A-1 Notes, the Class A-2 Notes and the Class E Notes are
referred to herein, collectively, as the "Rated Notes."

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating, if any, may differ
from a provisional rating.

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in the methodology.

Ares LIII is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 90.0% of the portfolio must consist of
first lien senior secured loans and eligible investments, and up to
10.0% of the portfolio may consist of underlying assets that are
not senior secured loans. Moody's expects the portfolio to be
approximately 65% ramped as of the closing date.

Ares CLO Management LLC will direct the selection, acquisition and
disposition of the assets on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's five year reinvestment period. Thereafter, subject to
certain restrictions, the Manager may reinvest unscheduled
principal payments and proceeds from sales of credit risk assets.

In addition to the Rated Notes, the Issuer will issue three other
classes of secured notes and one class of subordinated notes.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

For modeling purposes, Moody's used the following base-case
assumptions:

Par amount: $585,000,000

Diversity Score: 75

Weighted Average Rating Factor (WARF): 2875

Weighted Average Spread (WAS): 3.25%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 47.0%

Weighted Average Life (WAL): 9.0 years

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.


BANK OF AMERICA 2016-UBS10: Fitch Affirms B Rating on $11MM F Debt
------------------------------------------------------------------
Fitch Ratings has affirmed 16 classes of Bank of America Merrill
Lynch Commercial Mortgage Trust 2016-UBS10 Commercial Mortgage
Pass-Through Certificates.

KEY RATING DRIVERS

Stable Loss Expectations: The affirmations reflect the generally
stable performance of the pool. There have been no material changes
to the pool since issuance, therefore, the original analysis was
considered in affirming the transaction. Three loans representing
3% of the pool are on the servicers watchlist. There is one asset
(0.83% of the deal) in special servicing; however, the loan remains
current.

Comfort Inn - Cross Lanes, WV, is a 136-key, full-service, hotel
located in Cross Lanes, West Virginia. In October of 2017, the loan
transferred to special servicing after the property's performance
began to deteriorate. The special servicer states that the
performance decline can be attributed to the property converting
from a Comfort Inn to a Wyndham Garden. While performance continues
to be below expectations, it has increased, and as of June of 2018,
the loan had a Debt Service Coverage Ratio (DSCR) of 1.20x compared
with 0.28x at YE 2017.

Minimal Change in Credit Enhancement: As of the February 2019
distribution date, the pool's aggregate balance had been reduced by
1.76% to $860.9 million from $876.3 million at issuance. No loans
have paid off or defeased since issuance. Eight loans (16.9% of the
pool) are interest only, nineteen loans (50.3%) are partial
interest only, and the remaining 25 loans (32.8%) are amortizing
balloon loans with terms of five to ten years. The pool is
scheduled to amortize by 10.6% of the initial pool balance prior to
maturity, which is slightly above the 2016 average of 10.4%.

ADDITIONAL CONSIDERATIONS

High Pari Passu Loan Concentration: Twelve loans representing 45.1%
of the pool by balance are pari passu loans. Ten of the pari passu
loans (35.5% of the pool) have their controlling notes securitized
in other transactions. Two loans, In-Rel 8 (6.7% of the pool) and
Grove City Premium Outlets (2.8% of the pool), have their
controlling note securitized in this transaction.

Higher Fitch Leverage: At issuance, the transaction had higher
leverage statistics than other Fitch-rated transactions of the same
vintage. The Fitch debt service coverage ratio (DSCR) and LTV was
1.14x and 108.2%, respectively.

Property Type Concentration: The pool's largest concentration by
property type is office (31%), followed by retail (27%). Loans
secured by hotel properties comprise of 16% of the pool, including
the largest loan in the pool, Hyatt Regency Huntington Beach Resort
& Spa (6.97%).

RATING SENSITIVITIES

The Rating Outlooks on all classes remain Stable. Fitch does not
foresee positive or negative ratings migration until a material
economic or asset-level event changes the transaction's overall
portfolio-level metrics.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

No third-party due diligence was provided or reviewed in relation
to this rating action.

Fitch has affirmed these ratings:

  -- $15.1 million class A-1 at 'AAAsf'; Outlook Stable;

  -- $135.9 million class A-2 at 'AAAsf'; Outlook Stable;

  -- $49.5 million class A-SB at 'AAAsf'; Outlook Stable;

  -- $175 million class A-3 at 'AAAsf'; Outlook Stable;

  -- $221.7 million class A-4 at 'AAAsf'; Outlook Stable;

  -- $43.8 million class A-S at 'AAAsf'; Outlook Stable;

  -- $46 million class B at 'AA-sf'; Outlook Stable;

  -- $44.9 million class C at 'A-sf'; Outlook Stable;

  -- $51.5a million class D at 'BBB-sf'; Outlook Stable;

  -- $21.9a million class E at 'BBsf'; Outlook Stable;

  -- $11a million class F at 'Bsf'; Outlook Stable;

  -- $597.2b million class X-A at 'AAAsf'; Outlook Stable;

  -- $89.8b million class X-B at 'AA-sf'; Outlook Stable;

  -- $51.5ab million class X-D at 'BBB-sf'; Outlook Stable;

  -- $21.9ab million class X-E at 'BBsf'; Outlook Stable;

  -- $11ab million class X-F at 'Bsf'; Outlook Stable.

(a) Notional amount and interest-only.
(b) Privately placed and pursuant to Rule 144A.

Fitch does not rate the G, H, X-G and X-H classes.



BFNS 2019-1: Moody's Gives (P)Ba3 Rating on $11.5MM Class D Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to five
classes of notes to be issued by BFNS 2019-1.

Moody's rating action is as follows:

  US$3,500,000 Class X Senior Secured Floating Rate Notes due 2030

  (the "Class X Notes"), Assigned (P)Aaa (sf)

  US$146,000,000 Class A Senior Secured Fixed/Floating Rate Notes
  due 2030 (the "Class A Notes"), Assigned (P)Aa1 (sf)

  US$6,250,000 Class B Deferrable Mezzanine Secured Fixed/Floating

  Rate Notes due 2030 (the "Class B Notes"), Assigned (P)A2 (sf)

  US$19,300,000 Class C Deferrable Mezzanine Secured
  Fixed/Floating Rate Notes due 2030 (the "Class C Notes"),
  Assigned (P)Baa3 (sf)

  US$11,500,000 Class D Deferrable Subordinate Secured
  Fixed/Floating Rate Notes due 2030 (the "Class D Notes"),
  Assigned (P)Ba3 (sf)

The Class X Notes, the Class A Notes, the Class B Notes, the Class
C Notes and the Class D Notes are referred to herein, together, as
the "Rated Notes."

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating, if any, may differ
from a provisional rating.

RATINGS RATIONALE

The rationale for the rating is based on a consideration of the
risks associated with the CDO's portfolio and structure as
described in Moody's methodology.

BFNS 2019-1 is a cash flow CDO. The issued notes will be
collateralized primarily by a portfolio of (1) senior notes and
subordinated notes issued by US community banks and their holding
companies and (2) senior notes issued by insurance companies and
their holding company. Moody's expects the portfolio to be 100%
ramped as of the closing date.

Buckhead One Financial Opportunities, LLC (the "Manager") will
direct the selection, acquisition and disposition of the assets on
behalf of the Issuer. The Manager will direct the disposition of
any defaulted securities, credit risk securities, or certain
securities whose issuer has been acquired, or has acquired or
merged with another institution (APAI securities). Subject to
reinvestment criteria, the Manager may reinvest proceeds from sales
of APAI securities.

In addition to the Rated Notes, the Issuer will issue one class of
preferred shares.

The transaction incorporates par coverage tests which, if
triggered, divert interest and principal proceeds to pay down the
notes in order of seniority.

At closing, the portfolio of this CDO consists of mainly
subordinated notes issued by 37 US community banks, the majority of
which Moody's does not rate. Moody's assesses the default
probability of bank obligors that do not have public ratings
through credit scores derived using RiskCalcā„¢, an econometric
model developed by Moody's Analytics. Moody's evaluation of the
credit risk of the bank obligors in the pool relies on FDIC Q4-2018
financial data. Moody's assumes a fixed recovery rate of 10% for
both the underlying assets.

Moody's said, "Our analysis considered the concentrated nature of
the portfolio. There are 14 issuers that each constitute
approximately 3.0% to 4.8% of the portfolio par. In our base case
analysis, we assumed a two notch downgrade for up to 30% of the
portfolio par."

Moody's ratings on the Rated Notes took into account a stress
scenario for highly levered bank holding company issuers. The
transaction's portfolio includes subordinated debt issued by a
number of bank holding companies with significant amounts of other
debt on their balance sheet which may increase the risk presented
by their subsidiaries. To address the risk from higher debt burden
at the bank holding companies, we conducted a stress scenario in
which we made adjustments to the RiskCalc credit scores for these
highly leveraged holding companies. This stress scenario was an
important consideration in the assigned ratings.

In addition, Moody's ratings also considered a stress scenario in
which all the assets are assumed to mature at the stated maturity
of the notes. The transaction allows the Manager to vote in favor
of maturity amendments as long as the stated maturity of the assets
is before the the stated maturity of the notes. This stress
scenario was a factor in the assigned ratings.

For modeling purposes, Moody's used the following base-case
assumptions:

Par amount: $208,600,000

Weighted Average Rating Factor (WARF): 688

Weighted Average Coupon (WAC) for fixed assets only: 6.24%

Weighted Average Spread (WAS) for fixed to float assets: 3.57%

Weighted Average Coupon (WAC) for fixed to float assets: 6.40%

Weighted Average Recovery Rate (WARR): 10.0%

Weighted Average Life (WAL): 9.2 years

In addition to the quantitative factors that Moody's explicitly
models, qualitative factors were part of the rating committee
consideration. Moody's considers the structural protections in the
transaction, the risk of an event of default, the legal environment
and specific documentation features. All information available to
rating committees, including macroeconomic forecasts, inputs from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transaction, influenced the final rating decision.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating TruPS CDOs" published in March 2019.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

This transaction is subject to a number of factors and
circumstances that could lead to either an upgrade or downgrade of
the ratings, as described below:

1) Macroeconomic uncertainty: The transaction's performance could
be negatively affected by uncertainty about credit conditions in
the general economy. Moody's currently has a stable outlook on the
US banking sector and, the US P&C insurance sector.

2) Portfolio credit risk: Credit performance of the assets
collateralizing the transaction that is better than Moody's current
expectations could have a positive impact on the transaction's
performance. Conversely, asset credit performance weaker than
Moody's current expectations could have adverse consequences on the
transaction's performance.

3) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from unscheduled principal proceeds due to
redemptions will occur and at what pace. Note repayments that are
faster than Moody's current expectations could have an impact on
the notes' ratings.

4) Exposure to non-publicly rated assets: The portfolio consists
primarily of unrated assets whose default probability Moody's
assesses through credit scores derived using RiskCalcā„¢ or credit
assessments. Because these are not public ratings, they are subject
to additional estimation uncertainty.

Moody's obtained a loss distribution for this CDO's portfolio by
simulating defaults using Moody's CDOROM, which used Moody's
assumptions for asset correlations and fixed recoveries in a Monte
Carlo simulation framework. Moody's then used the resulting loss
distribution, together with structural features of the CDO, as an
input in its CDOEdge cash flow model.


CIFC FUNDING 2019-I: Moody's Assigns Ba3 Rating on Class E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned ratings to five classes of
notes issued by CIFC Funding 2019-I, Ltd.

Moody's rating action is as follows:

US$387,000,000 Class A Senior Secured Floating Rate Notes due 2032
(the "Class A Notes"), Definitive Rating Assigned Aaa (sf)

US$66,000,000 Class B Senior Secured Floating Rate Notes due 2032
(the "Class B Notes"), Definitive Rating Assigned Aa2 (sf)

US$29,250,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2032 (the "Class C Notes"), Definitive Rating Assigned A2
(sf)

US$36,250,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2032 (the "Class D Notes"), Definitive Rating Assigned
Baa3 (sf)

US$33,500,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2032 (the "Class E Notes"), Definitive Rating Assigned Ba3
(sf)

The Class A Notes, the Class B Notes, the Class C Notes, the Class
D Notes and the Class E Notes are referred to herein, collectively,
as the "Rated Notes."

RATINGS RATIONALE

The rationale for the rating is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

CIFC Funding 2019-I is a managed cash flow CLO. The issued notes
will be collateralized primarily by broadly syndicated senior
secured corporate loans. At least 90% of the portfolio must consist
of first lien senior secured loans, cash, and eligible investments,
and up to 10.0% of the portfolio may consist of second lien loans
and unsecured loans. The portfolio is approximately 85% ramped as
of the closing date.

CIFC CLO Management II LLC will direct the selection, acquisition
and disposition of the assets on behalf of the Issuer and may
engage in trading activity, including discretionary trading, during
the transaction's five year reinvestment period. Thereafter,
subject to certain restrictions, the Manager may reinvest
unscheduled principal payments and proceeds from sales of credit
risk assets.

In addition to the Rated Notes, the Issuer issued subordinated
notes.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

For modeling purposes, Moody's used the following base-case
assumptions:

Par amount: $600,000,000

Diversity Score: 65

Weighted Average Rating Factor (WARF): 2842

Weighted Average Spread (WAS): 3.40%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 47%

Weighted Average Life (WAL): 9 years

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.


COLT 2019-2: Fitch to Rate Class B-2 Certs 'Bsf', Outlook Stable
----------------------------------------------------------------
Fitch Ratings expects to rate COLT 2019-2 Mortgage Loan Trust (COLT
2019-2) as follows:

  -- $314,447,000 class A-1 certificates 'AAAsf'; Outlook Stable;

  -- $30,464,000 class A-2 certificates 'AAsf'; Outlook Stable;

  -- $32,342,000 class A-3 certificates 'Asf'; Outlook Stable;

  -- $14,189,000 class M-1 certificates 'BBBsf'; Outlook Stable;

  -- $9,811,000 class B-1 certificates 'BBsf'; Outlook Stable;

  -- $9,386,000 class B-2 certificates 'Bsf'; Outlook Stable.

Fitch will not be rating the following classes:

  -- $6,677,337 class B-3 certificates;

  -- Notional class A-IO-S certificates.

KEY RATING DRIVERS

Non-Prime Credit Quality (Concern): The pool has a weighted average
(WA) model credit score of 736 and a WA combined loan to value
ratio (CLTV) of 82%. Of the pool, 17% consists of borrowers with
prior credit events and 41% had a debt to income (DTI) ratio of
over 43%. Investor properties and those run as investor properties
for loss modeling (ie: Non Permanent Residents) account for 3.1% of
the pool.

Fitch applied default penalties to account for these attributes,
and loss severity (LS) was adjusted to reflect the increased risk
of ability to repay (ATR) challenges.

Primarily Full Income Documentation (Positive): The large majority
of loans in the mortgage pool were underwritten to the
comprehensive Appendix Q documentation standards defined by ATR,
which is not typical for non-prime RMBS. Mortgage pools of all
other active non-prime RMBS issuers include a significant
percentage of non-traditional income documentation. While a due
diligence review identified roughly 47% of loans (by count) as
having minor variations to Appendix Q, Fitch views those
differences as immaterial and substantially all loans as having
full income documentation. The COLT series transactions that are
comprised of 100% Caliber Home Loans (Caliber) origination are the
only non-prime RMBS issued with more than 95% full income
documentation.

Low Operational Risk (Positive): Fitch has reviewed Caliber and
Hudson Americas L.P.'s (Hudson's) origination and acquisition
platforms and found them to have sound underwriting and operational
control environments. Caliber has a long operating history and has
one of the largest and most established Non-QM programs in the
sector. Hudson's oversight of Caliber's origination of Non-QM loans
reduces the risk of manufacturing defects. Strong loan quality was
evidenced with third-party due diligence performed by an Acceptable
- Tier 1 diligence firm on 100% of the pool. The issuer's retention
of at least 5% of the transaction's fair market value helps to
ensure an alignment of interest between the issuer and investors.

Alignment of Interests (Positive): The transaction benefits from an
alignment of interests between the issuer and investors. LSRMF
Acquisitions I, LLC (LSRMF), as sponsor and securitizer, or an
affiliate will retain a horizontal interest in the transaction
equal to not less than 5% of the aggregate fair market value of all
certificates in the transaction. Lastly, the representations and
warranties are provided by Caliber, which is owned by LSRMF
affiliates and, therefore, also aligns the interest of the
investors with those of LSRMF to maintain high-quality origination
standards and sound performance, as Caliber will be obligated to
repurchase loans due to rep breaches.

Modified Sequential Payment Structure (Mixed): The structure
distributes collected principal pro rata among the class A
certificates while shutting out the subordinate bonds from
principal until all three classes have been reduced to zero. To the
extent that any of the cumulative loss trigger event, the
delinquency trigger event or the credit enhancement trigger event
occurs in a given period, principal will be distributed
sequentially to the class A-1, A-2 and A-3 certificates until they
are reduced to zero.

R&W Framework (Concern): As originator, Caliber will be providing
loan-level representations and warranties to the trust. While the
reps for this transaction are substantively consistent with those
listed in Fitch's published criteria and provide a solid alignment
of interest, Fitch added approximately 134 bps to the expected loss
at the 'AAAsf' rating category to reflect the non-investment-grade
counterparty risk of the provider and the lack of an automatic
review of defaulted loans. The lack of an automatic review is
mitigated by the ability of holders of 25% of the total outstanding
aggregate class balance to initiate a review.

Servicing and Master Servicer (Positive): Servicing will be
performed on 100% of the loans by Caliber. Fitch rates Caliber
'RPS2-'/Negative due to its fast-growing portfolio and regulatory
scrutiny. Wells Fargo Bank, N.A. (Wells Fargo), rated
'RMS1-'/Stable, will act as master servicer and securities
administrator. Advances required but not paid by Caliber will be
paid by Wells Fargo.

Performance Triggers (Mixed): Credit enhancement, delinquency and
loan loss triggers convert principal distribution to a straight
sequential payment priority in the event of poor asset performance.
The delinquency trigger is based only on the current month and not
on a rolling six-month average. The triggers for this transaction
are weaker compared with prior deals as the subordination to the
'Asf'-rated class is lower than the highest loss trigger threshold.
Under this structure, the A3 class could potentially be receiving
principal and incurring losses simultaneously, eroding protection
to the A2 and A1 classes at a faster pace than deals with tighter
triggers.

RATING SENSITIVITIES

Fitch's analysis incorporates a sensitivity analysis to demonstrate
how the ratings would react to steeper market value declines (MVDs)
than assumed at the MSA level. The implied rating sensitivities are
only an indication of some of the potential outcomes and do not
consider other risk factors that the transaction may become exposed
to or may be considered in the surveillance of the transaction.
Three sets of sensitivity analyses were conducted at the state and
national levels to assess the effect of higher MVDs for the subject
pool.

This defined stress sensitivity analysis demonstrates how the
ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10%, 20% and 30%, in addition to the
model-projected 7.1%. The analysis indicates that there is some
potential rating migration with higher MVDs, compared with the
model projection.

Fitch also conducted sensitivities to determine the stresses to
MVDs that would reduce a rating by one full category, to
non-investment grade, and to 'CCCsf'.


CWABS 2004-J: Moody's Hikes Class 1-A Notes Rating to Ba1
---------------------------------------------------------
Moody's Investors Service has upgraded the rating of one tranche
from one transaction, backed by HELOC loans, issued by CWABS
Revolving Home Equity Loan Asset Backed Notes, Series 2004-J.

Complete rating actions are:

Issuer: CWABS Revolving Home Equity Loan Asset Backed Notes, Series
2004-J

Cl. 1-A, Upgraded to Ba1 (sf); previously on Jun 5, 2018 Upgraded
to Ba3 (sf)

RATINGS RATIONALE

The rating action reflects the recent performance and Moody's
updated loss expectations on the underlying pool. The rating
upgrade is primarily due to an improvement in the performance of
the underlying pool and an increase in the credit enhancement
available to the bond.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in February 2019.

Factors that would lead to an upgrade or downgrade of the rating:

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment rate
The unemployment rate fell to 3.8% in February 2019 from 4.1% in
February 2018. Moody's forecasts an unemployment central range of
3.5% to 4.5% for the 2019 year. Deviations from this central
scenario could lead to rating actions in the sector. House prices
are another key driver of US RMBS performance. Moody's expects
house prices to continue to rise in 2019. Lower increases than
Moody's expects or decreases could lead to negative rating actions.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of this transaction.


ELMWOOD CLO I: Moody's Rates $22MM Class E Notes 'Ba3'
------------------------------------------------------
Moody's Investors Service has assigned ratings to five classes of
notes issued by Elmwood CLO I Ltd., (the "Issuer" or "Elmwood I").

Moody's rating action is as follows:

  US$330,000,000 Class A Floating Rate Notes due 2030 (the "Class
  A Notes"), Assigned Aaa (sf)

  US$52,500,000 Class B Floating Rate Notes due 2030 (the "Class B

  Notes"), Assigned Aa2 (sf)

  US$22,000,000 Class C Deferrable Floating Rate Notes due 2030
  (the "Class C Notes"), Assigned A2 (sf)

  US$30,500,000 Class D Deferrable Floating Rate Notes due 2030
  (the "Class D Notes"), Assigned Baa3 (sf)

  US$24,250,000 Class E Deferrable Floating Rate Notes due 2030
  (the "Class E Notes"), Assigned Ba3 (sf)

The Class A Notes, the Class B Notes, the Class C Notes, the Class
D Notes and the Class E Notes are referred to herein, collectively,
as the "Rated Notes."

RATINGS RATIONALE

The rationale for the rating is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

Elmwood I is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 92.5% of the portfolio must consist of
first lien senior secured loans, and up to 7.5% of the portfolio
may consist of second lien loans and unsecured loans. The portfolio
is approximately 93% ramped as of the closing date.

Elmwood Asset Management LLC (the "Manager") will direct the
selection, acquisition and disposition of the assets on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's three year
reinvestment period. Thereafter, subject to certain restrictions,
the Manager may reinvest unscheduled principal payments and
proceeds from sales of credit risk assets. This is the Manager's
first CLO.

In addition to the Rated Notes, the Issuer issued subordinated
notes.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

For modeling purposes, Moody's used the following base-case
assumptions:

Par amount: $500,000,000

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2811

Weighted Average Spread (WAS): 3.35%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 47.5%

Weighted Average Life (WAL): 7.0 years

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.


FAIRSTONE FINANCIAL 2019-1: Moody's Rates Class D Notes 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
Series 2019-1 notes issued by Fairstone Financial Issuance Trust 1
(FFIT 2019-1). This is the first consumer loan-backed ABS
transaction issued by Fairstone Financial Inc. (Fairstone; NR) and
the first FFIT transaction to be rated by Moody's. The notes will
be backed by a pool of personal loans primarily originated through
Fairstone's branch network. Fairstone is also the servicer and
administrator of the transaction.

The complete rating actions are as follows:

Issuer: Fairstone Financial Issuance Trust I, Series 2019-1

CAD 225,000,000, 3.948% , Series 2019-1 Class A Notes, Definitive
Rating Assigned Aa2 (sf)

CAD 40,750,000, 5.084% , Series 2019-1 Class B Notes, Definitive
Rating Assigned A3 (sf)

CAD 35,430,000, 6.299% , Series 2019-1 Class C Notes, Definitive
Rating Assigned Ba1 (sf)

CAD 21,260,000, 7.257% , Series 2019-1 Class D Notes, Definitive
Rating Assigned Ba3 (sf)

RATINGS RATIONALE

The ratings are based on the quality of the underlying collateral
and its expected performance, the strength of the capital
structure, and the experience and expertise of Fairstone as the
servicer. Moody's cumulative net loss expectation for the FFIT
2019-1 pool is 19.0%. Moody's based its cumulative net loss
expectation on an analysis of the credit quality of the underlying
collateral; the historical performance of similar collateral,
including securitization performance and managed portfolio
performance; the reinvestment criteria stipulated in the
transaction document during the revolving period; the ability of
Fairstone to perform the servicing functions; and current
expectations for the macroeconomic environment during the life of
the transaction.

At closing, the Class A notes, Class B notes, Class C notes and
Class D notes benefit from 37.75%, 26.25%, 16.25% and 10.25% of
hard credit enhancement, respectively. Hard credit enhancement for
the notes consists of a combination of non-declining
overcollateralization, a non-declining reserve account and
subordination. The notes will also benefit from excess spread,
which is estimated to be at least 22% per annum.

The transaction has an initial revolving period of two years during
which cash collections in the principal distribution account will
be used to purchase additional loans from Fairstone instead of
paying down the notes. An early amortization event can terminate
the revolving period and cause amortization of the notes before the
end of the revolving period. An early amortization would be
triggered by the following events: (a) the average loss ratio
exceeds the loss ratio trigger; (b) the FFIT 2019-1 note balance is
greater than zero at the end of the revolving period, (c) a pool
deficiency exists on three consecutive settlement dates, (d) the
cash reserve is less than the required amount for two consecutive
business days, (e) the pool concentration limits remain unsatisfied
for three consecutive settlement dates, (f) backup servicing
agreement is not in place within 90 business days, (g) failure to
pay series principal and interest (h) insolvency of the issuer, (i)
series specific breach of rep and warranty, (j) failure to observe
or perform any material covenant or condition; or (k) a servicer
default occurs.

Operational risk exists in this transaction due to the
decentralized nature of the loan servicing obligations, the
reliance on Fairstone to continue to provide service and support to
its borrowers through its branch system, and the challenges
involved in transitioning servicing to a replacement servicer, if
required. These characteristics constrain the notes from achieving
the highest investment grade ratings at the time of deal closing.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in March
2019.

Factors that would lead to an upgrade or downgrade of the ratings:

Up

Moody's could upgrade the ratings of the notes if losses accumulate
below its original expectations as a result of better composition
of the collateral type and risk level than the reinvestment
criteria, better than expected improvements in the economy, changes
to servicing practices that enhance collections or refinancing
opportunities that result in prepayments.

Down

Moody's could downgrade the ratings of the notes if pool losses
exceed expectations. Losses may increase, for example, due to
performance deterioration stemming from a downturn in the Canadian
economy, deficient servicing, errors on the part of transaction
parties, inadequate transaction governance and fraud.


GOLDMAN SACHS 2010-C2: Fitch Affirms B on Class F Debt, Outlook Neg
-------------------------------------------------------------------
Fitch Ratings has affirmed eight classes of Goldman Sachs
Commercial Mortgage Capital, L.P. commercial mortgage pass-through
certificates series 2010-C2.

KEY RATING DRIVERS

Stable Performance and Minimal Change in Loss Expectations: The
majority of the pool continues to exhibit generally stable
property-level performance. There are no delinquent or specially
serviced loans. Fitch modeled losses of 3.2% of the remaining pool;
expected losses on the original pool balance total 2.0%. The pool
has experienced no realized losses to date.

Two loans (12.8%) have been designated as Fitch Loans of Concern
(FLOC). The largest FLOC is the Whittwood Town Center loan (7.9%),
which is secured by a 686,220 sf retail property located in
Whitter, CA (approximately 15 miles southeast of Los Angeles). The
open-air power center is anchored by Target (ground lease), Sears,
JCPenney, Kohl's, and Vons. Sears remains open and continues to pay
rent; the store accounts for 7.5% of the net rentable area (NRA)
and has a lease expiration in July 2021. Vons reported YE 2017
sales of $395/sf, which is down significantly from $475/sf at
issuance.

The second FLOC is The Payless & Brown Industrial Portfolio (4.9%),
which is comprised of two single-tenant industrial properties
totaling 1,153,374 sf. The Brown Shoe distribution facility is
located in Lebec, CA, (approximately 40 miles south of Bakersfield)
and the Payless distribution center is located in Brookville, OH
(roughly 22 miles west of Dayton). Payless ShoeSource filed for
bankruptcy and emerged in 2017 after closing 670 stores. In
February 2019, the company announced it would begin liquidating all
2,100 of its stores in the United States, including Puerto Rico.
Payless is also winding down its online business. According to the
master servicer, Payless continues to pay rent and the borrower
does not yet know of an expected/official closure date.

Increased Defeasance/Improved Credit Enhancement: The pool has
benefited from increased credit enhancement due to scheduled
amortization and defeased collateral. Of the original 43 loans, 27
loans remain. Nine loans (35.1% of the pool) are defeased, which is
an increase from 18% at Fitch's last review. As of the February
2019 remittance date, the pool has been reduced by 37.5% to
$547.7million from $876.5 million at issuance. Further paydown is
expected as all of the loans approach their respective maturities
during the fourth quarter of 2020. The pool has experienced no
realized losses to date.

Additional Loss Consideration: In addition to modeling a base case
loss, Fitch applied a 50% stress on the Payless & Brown Industrial
Portfolio to address potential outsized losses given the bankruptcy
of Payless Shoes. Additionally, a 15% stress was applied to the
Whittwood Town Center due to the collateral's Sears exposure and
declining sales. The stressed scenario resulted in the Negative
Outlook for class F.

Concentrated Pool: The transaction is concentrated, with only 27
loans remaining, down from 43 at issuance. The largest 10 loans
account for 69.3% of the pool, and the largest 15 account for
84.9%. All of the loans mature during the fourth quarter of 2020.

Single Tenant Exposure: Eleven loans totaling 42.7% of the pool are
secured by single-tenant properties. Of this concentration, five
loans are secured by multiple properties, including Cole Portfolios
I and II, Louisiana Walgreens Portfolio, and ARC Credit Portfolios
I and II, each among the largest 15 loans in the pool.

RATING SENSITIVITIES

The Rating Outlook for class F has been revised to Negative due to
concerns with the FLOCs and to reflect Fitch's sensitivity analysis
applied to these loans. A downgrade is possible with performance
declines, a transfer to special servicing or if loans fail to repay
at maturity. Rating Outlooks on classes A-1 though E remain Stable
as the majority of the pool has maintained performance consistent
with issuance. Rating downgrades are considered unlikely for these
classes, but are possible should there be any significant
performance declines. Upgrades are possible with continued stable
performance and paydown.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10
No third-party due diligence was provided or reviewed in relation
to this rating.

Fitch has affirmed these classes and revises the outlook:

  -- $18.3 million class A-1 at 'AAAsf'; Outlook Stable;

  -- $376.1 million class A-2 at 'AAAsf'; Outlook Stable;

  -- $403.6 million interest-only class X-A at 'AAAsf'; Outlook
Stable;

  -- $26.3 million class B at 'AAAsf'; Outlook Stable;

  -- $29.6 million class C at 'AAsf'; Outlook Stable;

  -- $47.1 million class D at 'BBB-sf'; Outlook Stable;

  -- $12.1 million class E at 'BBsf'; Outlook Stable;

  -- $9.9 million class F at 'Bsf'; Outlook to Negative from
Stable.

Fitch does not rate the class G certificates or the interest-only
X-B certificates.


GS MORTGAGE-BACKED 2019-PJ1: Moody's Rates Class B-5 Debt '(P)B2'
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to 15
classes of residential mortgage-backed securities (RMBS) issued by
GS Mortgage-Backed Securities Trust 2019-PJ1 (GSMBS 2019-PJ1). The
ratings range from (P)Aaa (sf) to (P)B2 (sf).

GSMBS 2019-PJ1 is the first prime jumbo transaction of 2019 issued
by Goldman Sachs Mortgage Company (GSMC). The certificates are
backed by 334 30-year, fully-amortizing fixed-rate mortgage loans
with a total balance of $230,602,197 as of the March 1, 2019
cut-off date. Conforming loans comprise only $57,138,244 of the
pool balance. All the loans are subject to the Qualified Mortgage
(QM) and Ability-to-Repay (ATR) rules and are categorized as either
QM-Safe Harbor or QM-Agency Safe Harbor.

The mortgage loans for this transaction were acquired by the seller
and sponsor, GSMC, from LoanDepot.com, LLC (47.3%), Pentagon
Federal Credit Union (19.3%), Caliber Home Loans, Inc. (17.8%) and
Provident Funding Associates, L.P. (15.6%), (by loan balance) of
the pool.

The weighted average (WA) loan-to-value (LTV) ratio of the mortgage
pool is 73.2%, which is in line with prime jumbo JPMMT and SEMT
transactions which had WA LTVs of about 70% on average. None of the
loans in the pool have mortgage insurance. Similar to JPMMT and
SEMT prime jumbo transactions, the borrowers in the pool have a WA
FICO score of 770 and a WA debt-to-income ratio of 35%. The WA
mortgage rate of the pool is 4.65%.

NewRez LLC d/b/a Shellpoint Mortgage Servicing (Shellpoint) will
service 43% of the pool and Cenlar FSB will service 57% of the loan
on behalf of LoanDepot. The servicing fee for loans serviced by
Shellpoint will be 4bps and the fee for LoanDepot/Cenlar will be 25
bps. Moody's considers the servicing fee charged by Shellpoint low
compared to the industry standard of 0.25% for prime fixed rate
loans - in the event of a servicing transfer, the successor
servicer may unlikely accept such an arrangement. However, the
transaction documents provide that any successor servicer to
Shellpoint will be paid the successor servicing fee rate of 0.25%,
which is not limited to the Shellpoint servicing fee rate.

Wells Fargo Bank, N.A. (Wells Fargo) will be the master servicer
and securities administrator. U.S. Bank Trust National Association
will be the trustee. Pentalpha Surveillance LLC will be the
representations and warranties breach reviewer. Distributions of
principal and interest and loss allocations are based on a typical
shifting interest structure that benefits from senior and
subordination floors.

The complete rating actions are as follows:

Issuer: GS Mortgage-Backed Securities Trust 2019-PJ1

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. A-3, Assigned (P)Aa1 (sf)

Cl. A-4, Assigned (P)Aa1 (sf)

Cl. A-5, Assigned (P)Aaa (sf)

Cl. A-6, Assigned (P)Aaa (sf)

Cl. A-7, Assigned (P)Aaa (sf)

Cl. A-8, Assigned (P)Aaa (sf)

Cl. A-9, Assigned (P)Aaa (sf)

Cl. A-10, Assigned (P)Aaa (sf)

Cl. B-1, Assigned (P)Aa3 (sf)

Cl. B-2, Assigned (P)A1 (sf)

Cl. B-3, Assigned (P)Baa2 (sf)

Cl. B-4, Assigned (P)Ba1 (sf)

Cl. B-5, Assigned (P)B2 (sf)

RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

Moody's expected cumulative net loss on the aggregate pool is 0.35%
in a base scenario and reaches 6.15% at a stress level consistent
with the Aaa (sf) ratings.

Moody's calculated losses on the pool using the US Moody's
Individual Loan Analysis (MILAN) model based on the loan-level
collateral information as of the cut-off date. Loan-level
adjustments to the model results included adjustments to
probability of default for higher and lower borrower debt-to-income
ratios (DTIs), for borrowers with multiple mortgaged properties,
self-employed borrowers, and for the default risk of Homeownership
association (HOA) properties in super lien states. Moody's final
loss estimates also incorporate adjustments for origination quality
and overall Representation & Warranty (R&W) framework.

Moody's provisional ratings on the certificates take into
consideration the credit quality of the mortgage loans, the
structural features of the transaction, the origination quality,
the servicing arrangement, the strength of the third party due
diligence and the representations and warranties (R&W) framework of
the transaction.

Collateral Description

GSMBS 2019-PJ1 is a securitization of a pool of 334 30-year,
fully-amortizing fixed-rate mortgage loans with a total balance of
$230,602,197 as of the cut-off date, with a WA remaining term to
maturity of 353 months and a WA seasoning of 7 months. The WA
current FICO score of the borrowers in the pool is 770. The WA LTV
ratio of the mortgage pool is 73.2%, which is in line with previous
JPMMT and SEMT prime jumbo transactions which had WA LTVs of about
70% on average. None of the loans in the pool have mortgage
insurance. The other characteristics of the loans in the pool are
generally comparable to that of recent JPMMT and SEMT prime jumbo
transactions.

The mortgage loans in the pool were originated mostly in California
(48.4% by loan balance). Of note, wildfires have affected certain
counties in northern California, including Shasta and Lake
counties. As of the cut-off date, 1 of the mortgaged properties in
the mortgage pool, representing approximately 0.33% of the
aggregate stated principal balance of the mortgage loans as of the
cut-off date, was located in Shasta or Lake counties.

Aggregator/Origination Quality

Moody's considers GSMC's aggregation platform to be weaker than
that of peers due to the lack of historical performance and limited
quality control process. Nevertheless, since these loans were
originated to the originators' underwriting guidelines and Moody's
reviewed each of the originators, all of whom contributed at least
10% of the loans to the transaction, it did not apply a separate
loss-level adjustment for aggregation quality. Instead, Moody's
based its loss-level adjustments on its reviews of each of the
originators.

In addition to reviewing GSMC as an aggregator, Moody's has
reviewed all the originators in this transaction, among other
considerations, their underwriting guidelines, performance history,
policies and documentation (where available). Moody's considers
Provident and Caliber to have stronger residential prime jumbo loan
origination practices than their peers due to their strong
underwriting processes and solid loan performance. Moody's
decreased its base case and Aaa (sf) loss expectations for
non-conforming loans originated by Provident and Caliber.

Moody's considers LoanDepot and PenFed adequate originators of
prime jumbo loans. As a result, Moody's did not make any
adjustments to its loss levels for these loans. Moody's did not
make an adjustment for GSE-eligible loans, regardless of the
originator, since those loans were underwritten in accordance with
GSE guidelines.

LoanDepot.com, LLC (LoanDepot), Pentagon Federal Credit Union,
Caliber Home Loans, Inc. and Provident Funding Associates, L.P.
originated approximately 47.3%, 19.3%, 17.8% and 15.6% of the
mortgage loans (by balance) in the pool, respectively.

Servicing Arrangement

Shellpoint and LoanDepot will be the named primary servicers for
this transaction and Cenlar will sub-service the portfolio for
LoanDepot. Shellpoint and LoanDepot/Cenlar will service
approximately 53% and 47% of the pool by balance, respectively.
Shellpoint will be paid a flat servicing fee of 0.0400% per annum.
Moody's considers the servicing fee charged by Shellpoint as low
compared to the industry standard of 0.25% for prime fixed rate
loans. In the event of a servicing transfer, the successor servicer
may unlikely accept such an arrangement. However, the transaction
documents provide that any successor servicer to Shellpoint will be
paid the successor servicing fee rate of 0.25%, which is not
limited to the Shellpoint servicing fee rate.

LoanDepot has strong sub-servicing monitoring processes, seasoned
oversight team and system access to sub-servicers. Moody's
considers the servicing fee of 0.25% charged by LoanDepot to be in
line with the standard fee for prime fixed rate loans. Cenlar's
core business includes servicing and subservicing residential
loans. The company is adequately staffed when benchmarked to other
major servicers Moody's assesses.

Third-party Review

AMC Diligence, LLC (AMC), which is a third party review (TPR) firm,
verified the accuracy of the loan-level information that Moody's
received from the sponsor. AMC conducted detailed credit,
regulatory compliance and data integrity reviews on 100% of the
mortgage pool. The TPR results indicated compliance with the
originators' underwriting guidelines for the vast majority of
loans, no material compliance issues and no appraisal defects. The
loans that had exceptions to the originators' underwriting
guidelines had strong documented compensating factors such as
significant liquid assets, low LTVs and cosistent long-term
employment. AMC also identified minor compliance exceptions for
reasons such as inadequate RESPA disclosures (which do not have
assignee liability) and TILA/RESPA Integrated Disclosure (TRID)
violations related to fees that were out of variance but then were
cured and disclosed. Moody's did not make any adjustments to its
expected or Aaa (sf) loss levels due to the TPR results.

Representations & Warranties

GSMBS 2019-PJ1's R&W framework is in line with that of recent JPMMT
transactions where an independent reviewer is named at closing, and
costs and manner of review are clearly outlined at issuance.
Moody's reviews 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 enforcement mechanisms.

Loan Depot (47.3%), Pentagon Federal Credit Union (19.3%), Caliber
Home Loans, Inc. (17.8%) and Provident Funding Associates, L.P.
(15.6%) are the R&W providers (by loan balance) of the pool. The
R&W providers vary in financial strength. 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. Because the R&W
providers are unrated and/or exhibit limited financial flexibility
Moody's applied an adjustment to the loans for which these entities
provided R&Ws. GSMC will not backstop any R&W providers who may
become financially incapable of repurchasing mortgage loans.

The loan-level R&Ws are strong and, in general, either meet or
exceed the baseline set of credit-neutral R&Ws Moody's identified
for US RMBS. Among other considerations, the R&Ws address property
valuation, underwriting, fraud, data accuracy, regulatory
compliance, the presence of title and hazard insurance, the absence
of material property damage, and the enforceability of the
mortgage. The transaction has some knowledge qualifiers, which do
not appear material. While three R&Ws sunset after three years, all
three of these provisions are subject to performance triggers which
extend the R&W an additional three years based on the occurrence of
certain events of delinquency.

The R&W enforcement mechanisms are adequate. Moody's analyzed the
triggers for breach review, the scope of the review, the
consistency and transparency of the review, and the likelihood that
a breached R&W would be put back to the R&W provider. The breach
review is thorough, transparent, consistent and independent. The
transaction documents prescribe a comprehensive set of tests that
the reviewer will perform to test whether the R&Ws are breached.
The tests, for the most part, are very thorough. They are
transparent and consistent because the same tests will be performed
for each loan and the reviewer will report the results.

Trustee and Master Servicer

The transaction trustee is U.S. Bank Trust National Association.
The custodian, paying agent, and cash management functions will be
performed by Wells Fargo Bank. In addition, as master servicer,
Wells Fargo is responsible for servicer oversight, the termination
of servicers and the appointment of successor servicers. Moody's
considers the presence of an experienced master servicer such as
Wells Fargo to be a mitigant for any servicing disruptions. Wells
Fargo is committed to act as successor servicer if no other
successor servicer can be engaged.

Tail Risk and Subordination Floor

This deal has a standard shifting-interest structure, with a
subordination floor to protect against losses that occur late in
the life of the pool when relatively few loans remain (tail risk).
When the total senior subordination is less than 2.75% of the
original pool balance, the subordinate bonds do not receive any
principal and all principal is then paid to the senior bonds. In
addition, if the subordinate percentage drops below 6.95% of
current pool balance, the senior distribution amount will include
all principal collections and the subordinate principal
distribution amount will be zero. The subordinate bonds themselves
benefit from a floor. When the total current balance of a given
subordinate tranche plus the aggregate balance of the subordinate
tranches that are junior to it amount to less than 1.80% of the
original pool balance, those tranches do not receive principal
distributions. Principal those tranches would have received are
directed to pay more senior subordinate bonds pro-rata.

Transaction Structure

The transaction uses the shifting interest structure in which the
senior bonds benefit from a number of protections. Funds collected,
including principal, are first used to make interest payments to
the senior bonds. Next, principal payments are made to the senior
bonds. Next, available distribution amounts are used to reimburse
realized losses and certificate write-down amounts for the senior
bonds (after subordinate bond have been reduced to zero, i.e. the
credit support depletion date). Finally, interest and then
principal payments are paid to the subordinate bonds in sequential
order.

Realized losses are allocated in a reverse sequential order, first
to the lowest subordinate bond. After the balance of the
subordinate bonds is written off, losses from the pool begin to
write off the principal balance of the senior support bond, and
finally losses are allocated to the super senior bonds.

In addition, the pass-through rate on the bonds is based on the net
WAC as reduced by the sum of (i) the reviewer annual fee rate and
(ii) the capped trust expense rate. In the event that there is a
small number of loans remaining, the last outstanding bonds' rate
can be reduced to zero.

Factors that would lead to an upgrade or downgrade of the ratings:

Down

Levels 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.

Up

Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings of the subordinate bonds 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.


JP MORGAN 2002-CIBC4: Fitch Affirms BB Rating on $7.4MM Cl. D Debt
------------------------------------------------------------------
Fitch Ratings has affirmed nine classes of JPMorgan Chase
Commercial Mortgage Securities Corporation (JPMCC) commercial
mortgage pass-through certificates, series 2002-CIBC4.

KEY RATING DRIVERS

Stable Performance and Loss Expectations: The pool continues to
exhibit stable performance since Fitch's last rating action. The
remaining loans are either defeased or fully amortizing performing
loans with low loan to values (LTVs). Since Fitch's last rating
action, the previous REO asset, Northstar Business Center (formerly
13.2% of the pool) was disposed, which resulted in a reduction of
class D by 16.6%. Fitch designated two loans as Fitch Loans of
Concern (FLOCs; 50.2% of the pool), which includes the largest loan
in the transaction, due to significant upcoming rollover and
refinance risk. However, given the low leverage and full
amortization, losses may be limited, if at all, if the loans
default.

Fitch Loans of Concern: The largest FLOC is Plainfield Commons
(42.5%), which is secured by a 173,602 square foot (sf) retail
center located in Plainfield, IN. The collateral is anchored by a
Kohl's (BBB; 42.5% of the NRA) whose lease expires in 2020 prior to
the loan's maturity in 2022. In addition to the rollover of the
anchor tenant, three of the top five tenants have leases rolling in
2019 (9.3%) and 2021 (25.3%), respectively. Fitch requested leasing
updates from the master servicer but an update has not been
provided. The loan is fully amortizing, matures in March 2022 and
the current loan per square foot (psf) is $22.

The second largest FLOC is the fifth largest loan, Vance Building
(7.7% of the pool). The loan is secured by a 46,908 sf office
property located in Eureka, CA. The largest tenant, Redwood Coast
Regional Center's (42.5% of the NRA), lease expires in October
2020. According to the servicer, lease negotiations are underway
but nothing has been finalized. Additionally, approximately 20.9%
of the NRA is currently paying rent on a month-to-month basis,
including two (16.0% of the NRA) of the top five tenants. Fitch
requested a leasing update and updated rent roll from the servicer,
but has not received a response. The loan is fully amortizing,
expected to mature in January 2022 and the current loan psf is $15.
Fitch applied a 25% loss severity in its sensitivity analysis for
both the FLOCs to address the upcoming rollover and refinancing
risk concerns; however, given the low leverage, losses are likely
to be limited.

Increasing Credit Enhancement: As of the March 2019 remittance, the
pool has been reduced by 98.9% to $8.9 million from $798.9 million
at issuance. There are no specially serviced or delinquent loans.
The remaining loans are all fully amortizing and are expected to
mature in 2020 (2.6%), 2021 (18.3%) and 2022 (79.1%), respectively.
Three loans (17.5%) are fully defeased. Interest shortfalls are
currently affecting classes E through NR.

Concentrated Pool: The transaction is highly concentrated with only
seven of the original 121 loans remaining. Of the remaining,
non-defeased loans, 56.4% are secured by retail properties located
in secondary locations with significant upcoming lease rollover.
Due to the concentrated nature of the pool, Fitch performed a
sensitivity analysis that grouped the remaining loans based on
collateral quality and performance and then ranked them by their
perceived likelihood of repayment and loss. This includes defeased
loans (17.5%), fully amortizing loans with low LTVs (32.3%) and
FLOCs (50.2%) with binary risks. The ratings reflect this
sensitivity analysis.

RATING SENSITIVITIES

The Positive Outlook on class D reflects the possibility of future
upgrades as class credit enhancement is expected to increase from
continued amortization and decreasing leverage of the performing
loans. Upgrades are possible with stable performance and increased
credit enhancement through paydown and/or additional defeasance.
While downgrades are not expected, they are possible should an
asset-level or economic event cause a decline in pool performance.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

No third-party due diligence was provided or reviewed in relation
to this rating action.

Fitch has affirmed these ratings:

  -- $7.4 million class D to 'BBsf'; Outlook Positive;

  -- $1.5 million class E at 'Dsf'; RE 60%;

  -- $0 million class F at 'Dsf'; RE 0%;

  -- $0 million class G at 'Dsf'; RE 0%;

  -- $0 million class H at 'Dsf'; RE 0%;

  -- $0 million class J at 'Dsf'; RE 0%;

  -- $0 million class K at 'Dsf'; RE 0%;

  -- $0 million class L at 'Dsf'; RE 0%;

  -- $0 million class M at 'Dsf'; RE 0%.

The class A-1, A-2, A-3, B, C and the interest-only class X-2
certificates have paid in full. Fitch does not rate the class NR
certificates. Fitch previously withdrew the rating on the
interest-only class X-1 certificates.


JP MORGAN 2019-2: Moody's Gives (P)B2 Rating to Class B-5 Debt
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to 22
classes of residential mortgage-backed securities (RMBS) issued by
J.P. Morgan Mortgage Trust (JPMMT) 2019-2. The ratings range from
(P)Aaa (sf) to (P)B2 (sf).

The certificates are backed by 729 30-year, fully-amortizing
fixed-rate mortgage loans with a total balance of $437,535,993 as
of the March 1, 2019 cut-off date. Similar to prior JPMMT
transactions, JPMMT 2019-2 includes conforming mortgage loans (65%
by loan balance) mostly originated by JPMorgan Chase Bank, N.A.
(Chase) and Quicken Loans, Inc. underwritten to the government
sponsored enterprises (GSE) guidelines in addition to prime jumbo
non-conforming mortgages purchased by J.P. Morgan Mortgage
Acquisition Corp. (JPMMAC) from various originators and
aggregators. Chase, Quicken Loans, Inc., AmeriHome Mortgage
Company, LLC and United Shore Financial Services originated 34%,
19%, 13% and 12% of the mortgage pool, respectively.

Chase, Shellpoint Mortgage Servicing (Shellpoint), Quicken Loans,
Inc. and AmeriHome Mortgage Company, LLC will be the servicers for
majority of the pool. The servicing fee for loans serviced by Chase
and Shellpoint will be based on a step-up incentive fee structure
with a monthly base fee of $20 per loan and additional fees for
delinquent or defaulted loans. All other servicers will be paid a
monthly flat servicing fee equal to one-twelfth of 0.25% of the
remaining principal balance of the mortgage loans. Nationstar
Mortgage LLC (Nationstar) will be the master servicer and Citibank,
N.A. will be the securities administrator and Delaware trustee.
Pentalpha Surveillance LLC will be the representations and
warranties breach reviewer. Distributions of principal and interest
and loss allocations are based on a typical shifting interest
structure that benefits from senior and subordination floors.

The complete rating actions are as follows:

Issuer: J.P. Morgan Mortgage Trust 2019-2

Cl. A-1, Assigned (P)Aaa (sf)

Cl. A-2, Assigned (P)Aaa (sf)

Cl. A-3, Assigned (P)Aaa (sf)

Cl. A-4, Assigned (P)Aaa (sf)

Cl. A-5, Assigned (P)Aaa (sf)

Cl. A-6, Assigned (P)Aaa (sf)

Cl. A-7, Assigned (P)Aaa (sf)

Cl. A-8, Assigned (P)Aaa (sf)

Cl. A-9, Assigned (P)Aaa (sf)

Cl. A-10, Assigned (P)Aaa (sf)

Cl. A-11, Assigned (P)Aaa (sf)

Cl. A-12, Assigned (P)Aaa (sf)

Cl. A-13, Assigned (P)Aaa (sf)

Cl. A-14, Assigned (P)Aa2 (sf)

Cl. A-15, Assigned (P)Aa2 (sf)

Cl. A-16, Assigned (P)Aaa (sf)

Cl. A-17, Assigned (P)Aaa (sf)

Cl. B-1, Assigned (P)A1 (sf)

Cl. B-2, Assigned (P)A2 (sf)

Cl. B-3, Assigned (P)Baa2 (sf)

Cl. B-4, Assigned (P)Ba2 (sf)

Cl. B-5, Assigned (P)B2 (sf)

RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

Moody's expected cumulative net loss on the aggregate pool is 0.35%
in a base scenario and reaches 5.75% at a stress level consistent
with the Aaa (sf) ratings.

Moody's said, "We calculated losses on the pool using our US
Moody's Individual Loan Analysis (MILAN) model based on the
loan-level collateral information as of the cut-off date.
Loan-level adjustments to the model results included adjustments to
probability of default for higher and lower borrower debt-to-income
ratios (DTIs), for borrowers with multiple mortgaged properties,
self-employed borrowers, and for the default risk of Homeownership
association (HOA) properties in super lien states. Our final loss
estimates also incorporate adjustments for origination quality and
the financial strength of representation & warranty (R&W)
providers.

"We base our provisional ratings on the certificates on the credit
quality of the mortgage loans, the structural features of the
transaction, our assessments of the aggregators, originators and
servicers, the strength of the third party due diligence and the
R&W framework of the transaction."

Collateral Description

JPMMT 2019-2 is a securitization of a pool of 729 30-year,
fully-amortizing fixed-rate mortgage loans with a total balance of
$437,535,993 as of the cut-off date, with a weighted average (WA)
remaining term to maturity of 356 months, and a WA seasoning of 4
months. The borrowers in this transaction have high FICO scores and
sizeable equity in their properties. The WA current FICO score is
771 and the WA original combined loan-to-value ratio (CLTV) is
70.8%. The characteristics of the loans underlying the pool are
generally comparable to other JPMMT transactions backed by prime
mortgage loans that Moody's has rated.

In this transaction, about 65% of the pool by loan balance was
underwritten to Fannie Mae's and Freddie Mac's guidelines
(conforming loans). The conforming loans in this transaction have a
high average current loan balance at $561,791. The high conforming
loan balance of loans in JPMMT 2019-2 is attributable to the large
number of properties located in high-cost areas, such as the metro
areas of New York City, Los Angeles and San Francisco. Chase,
Quicken Loans, Inc., AmeriHome Mortgage Company, LLC and United
Shore Financial Services originated 34%, 19%, 13% and 12% of the
mortgage pool, respectively. The remaining originators each account
for less than 10% of the principal balance of the loans in the
pool.

Servicing Fee Framework

The servicing fee for loans serviced by Chase and Shellpoint (60%
of the mortgage pool by balance) will be based on a step-up
incentive fee structure with a monthly base fee of $20 per loan and
additional fees for servicing delinquent and defaulted loans. All
other servicers will be paid a monthly flat servicing fee equal to
one-twelfth of 0.25% of the remaining principal balance of the
mortgage loans.

While this fee structure is common in non-performing mortgage
securitizations, it is unique to rated prime mortgage
securitizations which typically incorporate a flat 25 basis point
servicing fee rate structure. By establishing a base servicing fee
for performing loans that increases with the delinquency of loans,
the fee-for-service structure aligns monetary incentives to the
servicer with the costs of the servicer. The servicer receives
higher fees for labor-intensive activities that are associated with
servicing delinquent loans, including loss mitigation, than they
receive for servicing a performing loan, which is less
labor-intensive. The fee-for-service compensation is reasonable and
adequate for this transaction because it better aligns the
servicer's costs with the deal's performance. Furthermore, higher
fees for the more labor-intensive tasks make the transfer of these
loans to another servicer easier, should that become necessary. By
contrast, in typical RMBS transactions a servicer can take actions,
such as modifications and prolonged workouts, that increase the
value of its mortgage servicing rights.

The incentive structure includes an initial monthly base servicing
fee of $20 for all performing loans and increases according to a
pre-determined delinquent and incentive servicing fee schedule.

The delinquent and incentive servicing fees will be deducted from
the available distribution amount and Class B-6 net WAC. The
transaction does not have a servicing fee cap, so, in the event of
a servicer replacement, any increase in the base servicing fee
beyond the current fee will be paid out of the available
distribution amount.

Third-party Review and Reps & Warranties

Five third party review (TPR) firms verified the accuracy of the
loan-level information that Moody's received from the sponsor.
These firms conducted detailed credit, valuation, regulatory
compliance and data integrity reviews on 100% of the mortgage pool.
The TPR results indicated compliance with the originators'
underwriting guidelines for the vast majority of loans, no material
compliance issues, and no appraisal defects. The loans that had
exceptions to the originators' underwriting guidelines had strong
documented compensating factors such as low DTIs, low LTVs, high
reserves, high FICOs, or clean payment histories. The TPR firms
also identified minor compliance exceptions for reasons such as
inadequate RESPA disclosures (which do not have assignee liability)
and TILA/RESPA Integrated Disclosure (TRID) violations related to
fees that were out of variance but then were cured and disclosed.
"We did not make any adjustments to our expected or Aaa (sf) loss
levels due to the TPR results," Moody's said.

JPMMT 2019-2's R&W framework is in line with that of other JPMMT
transactions where an independent reviewer is named at closing, and
costs and manner of review are clearly outlined at issuance.
Moody's 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 enforcement mechanisms.

The R&W providers vary in financial strength. JPMorgan Chase Bank,
National Association (rated Aa2), along with JPMMAC, is the R&W
provider for approximately 35% (by loan balance) of the pool.
Moody's made no adjustments to the loans for which Chase, JPMMAC,
USAA Federal Savings Bank (a subsidiary of USAA Capital Corporation
which is rated Aa1) and TIAA, FSB (subsidiary of TIAA which has an
Insurance Financial Strength of Aa1) provided R&Ws since they are
highly rated entities. In contrast, the rest of the R&W providers
are unrated and/or financially weaker entities. Moody's applied an
adjustment to the loans for which these entities provided R&Ws.
JPMMAC will not backstop any R&W providers who may become
financially incapable of repurchasing mortgage loans.

For loans that JPMMAC acquired via the MAXEX platform, MAXEX under
the assignment, assumption and recognition agreement with JPMMAC,
will make the R&Ws. The R&Ws provided by MAXEX to JPMMAC and
assigned to the trust are in line with the R&Ws found in the JPMMT
transactions. Five Oaks Acquisition Corp. will backstop the
obligations of MaxEx with respect to breaches of the mortgage loan
representations and warranties made by MaxEx.

Trustee and Master Servicer

The transaction trustee is Citicorp Trust Delaware, National
Association. The custodian's functions will be performed by Wells
Fargo Bank, N.A. and Chase. The paying agent and cash management
functions will be performed by Citibank, N.A. Nationstar Mortgage
LLC, as master servicer, is responsible for servicer oversight, and
termination of servicers and for the appointment of successor
servicers. In addition, Nationstar is committed to act as successor
if no other successor servicer can be found. The master servicer is
required to advance principal and interest if the servicer fails to
do so. If the master servicer fails to make the required advance,
the securities administrator is obligated to make such advance.

Tail Risk & Subordination Floor

This deal has a standard shifting-interest structure, with a
subordination floor to protect against losses that occur late in
the life of the pool when relatively few loans remain (tail risk).
When the total senior subordination is less than 1.50% of the
original pool balance, the subordinate bonds do not receive any
principal and all principal is then paid to the senior bonds. In
addition, if the subordinate percentage drops below 6.00% of
current pool balance, the senior distribution amount will include
all principal collections and the subordinate principal
distribution amount will be zero. The subordinate bonds themselves
benefit from a floor. When the total current balance of a given
subordinate tranche plus the aggregate balance of the subordinate
tranches that are junior to it amount to less than 0.95% of the
original pool balance, those tranches do not receive principal
distributions. The principal those tranches would have received is
directed to pay more senior subordinate bonds pro-rata.

Transaction Structure

The transaction uses the shifting interest structure in which the
senior bonds benefit from a number of protections. Funds collected,
including principal, are first used to make interest payments to
the senior bonds. Next, principal payments are made to the senior
bonds. Next, available distribution amounts are used to reimburse
realized losses and certificate write-down amounts for the senior
bonds (after subordinate bond have been reduced to zero I.e. the
credit support depletion date). Finally, interest and then
principal payments are paid to the subordinate bonds in sequential
order.

Realized losses are allocated in a reverse sequential order, first
to the lowest subordinate bond. After the balance of the
subordinate bonds is written off, losses from the pool begin to
write off the principal balance of the senior support bond, and
finally losses are allocated to the super senior bonds.

In addition, the pass-through rate on the bonds is based on the net
WAC as reduced by the sum of (i) the reviewer annual fee rate and
(ii) the capped trust expense rate. In the event that there is a
small number of loans remaining, the last outstanding bonds' rate
can be reduced to zero.

Factors that would lead to an upgrade or downgrade of the ratings:

Down

Levels 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.

Up

Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings of the subordinate bonds 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.


KKR CLO: Moody's Assigns (P)Ba3 Rating on $23MM Class E Notes
-------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to six
classes of notes to be issued by KKR CLO 25 Ltd.

Moody's rating action is as follows:

US$250,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032 (the "Class A-1 Notes"), Assigned (P)Aaa (sf)

US$30,400,000 Class B-1 Senior Secured Floating Rate Notes due 2032
(the "Class B-1 Notes"), Assigned (P)Aa2 (sf)

US$10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032
(the "Class B-2 Notes"), Assigned (P)Aa2 (sf)

US$21,200,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2032 (the "Class C Notes"), Assigned (P)A2 (sf)

US$24,200,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032 (the "Class D Notes"), Assigned (P)Baa3 (sf)

US$23,200,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032 (the "Class E Notes"), Assigned (P)Ba3 (sf)

The Class A-1 Notes, the Class B-1 Notes, the Class B-2 Notes, the
Class C Notes, the Class D Notes and the Class E Notes are referred
to herein, collectively, as the "Rated Notes."

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating, if any, may differ
from a provisional rating.

RATINGS RATIONALE

The rationale for the rating is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in the methodology.

KKR CLO 25 is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 90% of the portfolio must consist of
first lien senior secured loans, cash, and eligible investments,
and up to 10% of the portfolio may consist of second lien loans and
unsecured loans. Moody's expects the portfolio to be approximately
80% ramped as of the closing date.

KKR Financial Advisors II, LLC will direct the selection,
acquisition and disposition of the assets on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's five year reinvestment period.
Thereafter, subject to certain restrictions, the Manager may
reinvest unscheduled principal payments and proceeds from sales of
credit risk assets.

In addition to the Rated Notes, the Issuer will issue one other
class of secured notes and one class of subordinated notes.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

For modeling purposes, Moody's used the following base-case
assumptions:

Par amount: $403,300,000

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2935

Weighted Average Spread (WAS): 3.40%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 49.5%

Weighted Average Life (WAL): 9.0 years

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.


LBUBS COMMERCIAL 2006-3: Moody's Affirms C Ratings on 2 Tranches
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on three classes
in LB-UBS Commercial Mortgage Trust 2006-C3, Commercial
Pass-Through Certificates, Series 2006-C3, as follows:

  Class F, Affirmed Ca (sf); previously on March 29, 2018 Upgraded

  to Ca (sf)

  Class G, Affirmed C (sf); previously on March 29, 2018 Affirmed
  C (sf)

  Class X-CL*, Affirmed C (sf); previously on March 29, 2018
  Affirmed C (sf)

* Reflects Interest Only Classes

RATINGS RATIONALE

The ratings on two principal and interest (P&I) classes were
affirmed because the ratings are consistent with Moody's expected
loss plus realized losses. Class G has already experienced an 87.7%
realized loss as result of previously liquidated loans.

The rating on the interest only (IO) class was affirmed based on
the credit quality of the referenced classes.

Moody's rating action reflects a base expected loss of 43.3% of the
current pooled balance, compared to 33.9% at Moody's last review.
Moody's base expected loss plus realized losses is now 8.7% of the
original pooled balance, unchanged from last review.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase in
the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The principal methodology used in rating all classes except
interest-only classes was "Moody's Approach to Rating Large Loan
and Single Asset/Single Borrower CMBS" published in July 2017. The
methodologies used in rating interest-only classes were "Moody's
Approach to Rating Large Loan and Single Asset/Single Borrower
CMBS" published in July 2017 and "Moody's Approach to Rating
Structured Finance Interest Only (IO) Securities" published in
February 2019.

Moody's analysis incorporated a loss and recovery approach in
rating the P&I classes in this deal since the two remaining loans
are either in special servicing or have been identified as
additional troubled loans. In this approach, Moody's determines a
probability of default for each specially serviced and troubled
loan that it expects will generate a loss and estimates a loss
given default based on a review of broker's opinions of value (if
available), other information from the special servicer, available
market data and Moody's internal data. The loss given default for
each loan also takes into consideration repayment of servicer
advances to date, estimated future advances and closing costs.
Translating the probability of default and loss given default into
an expected loss estimate, Moody's then applies the aggregate loss
from specially serviced and troubled loans to the most junior class
and the recovery as a pay down of principal to the most senior
class.

DEAL PERFORMANCE

As of the March 15, 2019 distribution date, the transaction's
aggregate certificate balance has decreased by 99.3% to $11.5
million from $1.7 billion at securitization. The certificates are
collateralized by two mortgage loans.

Twenty-eight loans have been liquidated from the pool, resulting in
an aggregate realized loss of $143.5 million (for an average loss
severity of 27.7%). The only loan in specially servicing is the New
England Building ($3.9 million -- 34.5% of the pool), which is
secured by a six-story, Class B office building in downtown Topeka,
Kansas. The building was built in 1911 and was renovated in 1922
and subsequently, in 1998. The property has been 100% occupied by
various departments of the State of Kansas. The property is
currently occupied by the Department for Children & Families and
the Department of Aging, both of which had a lease expiration date
in January 2020. The loan transferred to special servicing in
February 2016 due to maturity default.

The only other loan in the pool is the City Centre Loan ($7.5
million -- 65.5% of the pool), which is secured by a 38,970 square
foot unanchored retail center in Philadelphia, Pennsylvania. As of
September 2018, the property was 80% leased, up from 56% leased in
September 2017. The largest tenants at the property include Total
Rental Care Inc. and Sardis Chicken, occupying a combined 31% of
the net rentable area. The loan remains current on its debt service
payments and has a maturity date in May 2020. The loan is on the
watchlist for its poor occupancy and low DSCR and Moody's has
identified this loan as a troubled loan.


MAGNETITE LTD XXI: Moody's Assigns B3 Rating on Class F Notes
-------------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
notes issued by Magnetite XXI, Limited.
Moody's rating action is as follows:

US$5,000,000 Class X Amortizing Senior Secured Floating Rate Notes
due 2030 (the "Class X Notes"), Assigned Aaa (sf)

US$332,500,000 Class A Senior Secured Floating Rate Notes due 2030
(the "Class A Notes"), Assigned Aaa (sf)

US$51,000,000 Class B Senior Secured Floating Rate Notes due 2030
(the "Class B Notes"), Assigned Aa2 (sf)

US$21,000,000 Class C Deferrable Mezzanine Floating Rate Notes due
2030 (the "Class C Notes"), Assigned A2 (sf)

US$29,500,000 Class D Deferrable Mezzanine Floating Rate Notes due
2030 (the "Class D Notes"), Assigned Baa3 (sf)

US$26,000,000 Class E Deferrable Mezzanine Floating Rate Notes due
2030 (the "Class E Notes"), Assigned Ba3 (sf)

U.S.$5,000,000 Class F Deferrable Mezzanine Floating Rate Notes due
2030 (the "Class F Notes"), Assigned B3 (sf)

The Class X Notes, the Class A Notes, the Class B Notes, the Class
C Notes, the Class D Notes, the Class E Notes and the Class F Notes
are referred to herein, collectively, as the "Rated Notes."

RATINGS RATIONALE

The rationale for the rating is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in the methodology.

Magnetite XXI is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 90.0% of the portfolio must consist of
senior secured loans, and up to 10.0% of the portfolio may consist
of first lien last out loans, second lien loans and unsecured
loans. The portfolio is approximately 85% ramped as of the closing
date.

BlackRock Financial Management, Inc. will direct the selection,
acquisition and disposition of the assets on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's three year reinvestment period.
Thereafter, subject to certain restrictions, the Manager may
reinvest unscheduled principal payments and proceeds from sales of
credit risk assets.

In addition to the Rated Notes, the Issuer issued subordinated
notes.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

For modeling purposes, Moody's used the following base-case
assumptions:

Par amount: $500,000,000

Diversity Score: 70

Weighted Average Rating Factor (WARF): 2772

Weighted Average Spread (WAS): 3.15%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 47.5%

Weighted Average Life (WAL): 7.0 years

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.


PATRON'S LEGACY 2003-IV: Moody's Confirms Ba3 on LILAC 03-A Debt
----------------------------------------------------------------
Moody's Investors Service has confirmed the rating of the Series A
Investor Certificates (certificates) from Patrons' Legacy 2003-IV.
This transaction is a securitization of a small pool of insurance
policies (primarily life insurance policies, single premium life
annuities and supplemental policies).

The complete rating action is as follows:

Issuer: Patrons' Legacy 2003-IV

  LILAC 03-A, Confirmed at Ba3 (sf); previously on Dec 18, 2018
  Ba3 (sf) Placed Under Review for Possible Upgrade

RATINGS RATIONALE

The rating action resolves the review for possible upgrade
announced on December 18, 2018, which was prompted by Moody's
receiving information from the trustee that the 2017 annual
statement of account for a life insurance policy in the pool had
incorrectly stated that the policy's coverage protection guarantee
would expire in November 2018.

The confirmation of the rating reflects that information received
by Moody's during the review period did not show that lapse risk
for this life insurance policy has been fully mitigated. It also
reflects that Moody's has not received an explanation as to either
the cause of the error in the 2017 annual statement of account
previously provided for that policy, or how such errors will be
prevented in the future.

Without receiving this explanation, Moody's has concerns that the
expiration date of the coverage protection guarantee indicated in
the annual statements of account for this policy, as well as for
other policies in the pool, may change in the future due to similar
errors. Further, Moody's observed that the policy in question has a
ratio of the planned premium to the death benefit of about 2.1%
while for other policies in the pool the ratio ranges from
approximately 4.4% to 5.7%.

The 2018 annual statement of account for the policy, which the
trustee provided during the review period, states that the policy's
coverage protection guarantee will expire in November 2028, which
corresponds to an estimated age of the insured of 101. The
illustration previously provided to Moody's, which prompted the
review for possible upgrade, showed coverage until the age of 110.
The 2018 annual statements of account for the seven other policies
in the pool, which statements the trustee also provided during the
review period, state that the coverage protection guarantee will
keep policies in force for the lifetime of the insured.

The coverage protection guarantee feature, so long as it is in
effect, prevents the life insurance policy from terminating even if
its cash surrender value is not sufficient to cover its monthly
deductions. The 2018 annual statement of account for the policy in
question showed that the cash surrender value is zero as of
December 2018. In the event that the coverage protection guarantee
expires for the policy in question, the policy may lapse unless
additional premium payments are made.

The principal methodology used in this rating was "Moody's Approach
to Monitoring Life Insurance ABS' published in January 2015.

Factors that would lead to an upgrade or downgrade of the rating:

Change in mortality or lapse risk as well as change in the
insurance financial strength ratings of the life insurance, annuity
or supplemental policy providers.


PREFERRED TERM XXVII: Moody's Hikes Rating on 2 Tranches to Caa2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Preferred Term Securities XXVII, Ltd.:

US$171,000,000 Floating Rate Class A-1 Senior Notes Due December
22, 2037 (current balance of $97,942,875.49), Upgraded to Aa2 (sf);
previously on August 11, 2014 Upgraded to A1 (sf)

US$40,000,000 Floating Rate Class A-2 Senior Notes Due December 22,
2037 (current balance of $36,512,382.07), Upgraded to A2 (sf);
previously on August 11, 2014 Upgraded to A3 (sf)

US$40,500,000 Floating Rate Class B Mezzanine Notes Due December
22, 2037 (current balance of $36,968,786.85), Upgraded to Ba1 (sf);
previously on August 11, 2014 Upgraded to Ba2 (sf)

US$24,000,000 Floating Rate Class C-1 Mezzanine Notes Due December
22, 2037 (current balance of $23,468,807.18), Upgraded to Caa2
(sf); previously on August 11, 2014 Upgraded to Caa3 (sf)

US$18,000,000 Fixed/Floating Rate Class C-2 Mezzanine Notes Due
December 22, 2037 (current balance of $17,601,605.38), Upgraded to
Caa2 (sf); previously on August 11, 2014 Upgraded to Caa3 (sf)

Preferred Term Securities XXVII, Ltd., issued in September 2007, is
a collateralized debt obligation (CDO) backed by a portfolio of
bank trust preferred securities (TruPS).

RATINGS RATIONALE

The rating actions are primarily a result of the deleveraging of
the Class A-1 notes and an increase in the transaction's
over-collateralization (OC) ratios since March 2018.

The Class A-1 notes have paid down by approximately 22.9% or $29.0
million since March 2018, using principal proceeds from the
redemption of the underlying assets and the diversion of excess
interest proceeds. Based on Moody's calculations, the OC ratio for
the Class A, Class B, Class C, and Class D notes have improved to
159.6%, 125.1%, 101.0%, and 87.9%, respectively, from the March
2018 level of 146.30%, 119.10%, 98.70%, and 87.8%. Four banks with
a total par of $28.4 million have redeemed at par, and one bank
with a total par of $3.8 million has redeemed at a discount.
Additionally, $2.1 million recoveries were received from defaulted
banks. The Class A-1 notes will continue to benefit from the
diversion of excess interest and the use of proceeds from
redemptions of any assets in the collateral pool.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating TruPS CDOs" published in March 2019.

Factors that Would Lead to an Upgrade or Downgrade of the Ratings:

This transaction is subject to a number of factors and
circumstances that could lead to either an upgrade or downgrade of
the ratings:

1) Macroeconomic uncertainty: TruPS CDOs performance could be
negatively affected by uncertainty about credit conditions in the
general economy. Moody's has a stable outlook on the US banking
sector.

2) Portfolio credit risk: Credit performance of the assets
collateralizing the transaction that is better than Moody's current
expectations could have a positive impact on the transaction's
performance. Conversely, asset credit performance weaker than
Moody's current expectations could have adverse consequences on the
transaction's performance.

3) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from unscheduled principal proceeds and excess
interest proceeds will continue and at what pace. Note repayments
that are faster than Moody's current expectations could have a
positive impact on the notes' ratings, beginning with the notes
with the highest payment priority.

4) Exposure to non-publicly rated assets: The deal contains a large
number of securities whose default probability Moody's assesses
through credit scores derived using RiskCalc or credit estimates.
Because these are not public ratings, they are subject to
additional uncertainties.

Moody's obtained a loss distribution for this CDO's portfolio by
simulating defaults using Moody's CDOROM, which used Moody's
assumptions for asset correlations and fixed recoveries in a Monte
Carlo simulation framework. Moody's then used the resulting loss
distribution, together with structural features of the CDO, as an
input in its CDOEdge cash flow model.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, and weighted average recovery rate,
are based on its methodology and could differ from the trustee's
reported numbers. In its base case, Moody's analyzed the underlying
collateral pool as having a performing par (after treating
deferring securities as performing if they meet certain criteria)
of $214.5 million, defaulted par of $56.4 million, a weighted
average default probability of 10.4% (implying a WARF of 961), and
a weighted average recovery rate upon default of 10.0%.

In addition to the quantitative factors Moody's explicitly models,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of an event of default, recent deal performance under
current market conditions, the legal environment and specific
documentation features. All information available to rating
committees, including macroeconomic forecasts, inputs from other
Moody's analytical groups, market factors, and judgments regarding
the nature and severity of credit stress on the transactions, can
influence the final rating decision.

The portfolio of this CDO contains TruPS issued by small to medium
sized U.S. community banks and insurance companies that Moody's
does not rate publicly. To evaluate the credit quality of bank
TruPS that do not have public ratings, Moody's uses RiskCalc, an
econometric model developed by Moody's Analytics, to derive credit
scores. Moody's evaluation of the credit risk of most of the bank
obligors in the pool relies on the latest FDIC financial data. For
insurance TruPS that do not have public ratings, Moody's relies on
the assessment of its Insurance team, based on the credit analysis
of the underlying insurance firms' annual statutory financial
reports.


THL CREDIT: Moody's Assigns '(P)Ba3' Rating on Class E Notes
------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to five
classes of notes to be issued by THL Credit Lake Shore MM CLO I
Ltd.

Moody's rating action is as follows:

US$240,000,000 Class A Senior Secured Floating Rate Notes due 2030
(the "Class A Notes"), Assigned (P)Aaa (sf)

US$40,000,000 Class B Senior Secured Floating Rate Notes due 2030
(the "Class B Notes"), Assigned (P)Aa2 (sf)

US$28,000,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2030 (the "Class C Notes"), Assigned (P)A2 (sf)

US$26,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2030 (the "Class D Notes"), Assigned (P)Baa3 (sf)

US$22,000,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2030 (the "Class E Notes"), Assigned (P)Ba3 (sf)

The Class A Notes, the Class B Notes, the Class C Notes, the Class
D Notes, and the Class E Notes are referred to herein,
collectively, as the "Rated Notes."

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating, if any, may differ
from a provisional rating.

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

THL Credit Lake Shore MM is a managed cash flow CLO. The issued
notes will be collateralized primarily by small and medium
enterprise loans. At least 95% of the portfolio must consist of
senior secured loans and eligible investments, and up to 5% of the
portfolio may consist of second lien loans. Moody's expects the
portfolio to be approximately 88% ramped as of the closing date.

THL Credit Advisors LLC will direct the selection, acquisition and
disposition of the assets on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's two year reinvestment period. Thereafter, the manager
may not reinvest in new assets and all principal proceeds,
including sale proceeds and unscheduled principal payments, will be
used to amortize the notes in accordance with the priority of
payments.

In addition to the Rated Notes, the Issuer will issue subordinated
notes.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

For modeling purposes, Moody's used the following base-case
assumptions:

Par amount: $400,000,000

Diversity Score: 58

Weighted Average Rating Factor (WARF): 3390

Weighted Average Spread (WAS): 4.63%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 45.60%

Weighted Average Life (WAL): 7 years

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

The CLO permits the manager to determine RiskCalc-derived rating
factors, based on modifications to certain pre-qualifying
conditions applicable to the use of RiskCalc, for obligors
temporarily ineligible to receive Moody's credit estimates. Such
determinations are limited to a small portion of the portfolio.
Moody's rating analysis included a stress scenario in which it
assumed a rating factor commensurate with a Caa2 rating for such
obligors.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.


TOWD POINT 2019-SJ2: Fitch Rates $45MM Class B2 Notes 'Bsf'
-----------------------------------------------------------
Fitch Ratings assigned the following ratings and Rating Outlooks to
Towd Point Mortgage Trust 2019-SJ2 (TPMT 2019-SJ2):

  -- $543,630,000 class A1 notes 'AAAsf'; Outlook Stable;

  -- $81,058,000 class A2 notes 'AAsf'; Outlook Stable;

  -- $75,654,000 class M1 notes 'Asf'; Outlook Stable;

  -- $72,412,000 class M2 notes 'BBBsf'; Outlook Stable;

  -- $58,362,000 class B1 notes 'BBsf'; Outlook Stable;

  -- $45,393,000 class B2 notes 'Bsf'; Outlook Stable;

  -- $624,688,000 class A3 exchangeable notes 'AAsf'; Outlook
Stable;

  -- $700,342,000 class A4 exchangeable notes 'Asf'; Outlook
Stable;

  -- $772,754,000 class A5 exchangeable notes 'BBBsf'; Outlook
Stable.

Fitch will not be rating the following classes:

  -- $59,442,000 class B3 notes;

  -- $58,362,000 class B4 notes;

  -- $86,462,632 class B5 notes;

  -- $1,080,775,632 class A6 exchangeable notes;

  -- $54,200,000 class XA notes.

The notes are supported by one collateral group that consists of
26,869 seasoned performing and re-performing mortgages with a total
balance of approximately $1.09 billion, which includes $5.2
million, or 0.5%, of the aggregate pool balance in
non-interest-bearing deferred principal amounts, as of the
statistical calculation date.

KEY RATING DRIVERS

Closed-End Second Liens (Negative): The collateral pool consists of
100% closed-end, second lien, seasoned performing loans and
re-performing loans (RPLs) with a weighted average (WA) model
credit score of 706.8, sustainable loan to value ratio (sLTV) of
83.5%, 65.5% 36 months of clean pay history (under the MBA method)
and seasoning of approximately 147 months. Fitch assumes 100% loss
severity (LS) on all defaulted second lien loans. Fitch assumes
second lien loans default at a rate comparable to first lien loans,
after controlling for credit attributes, no additional default
penalty was applied.

Re-Performing Loans (Negative): No loans were delinquent as of the
statistical calculation date, and 73.8% of the pool have been
"current" for over two years. 26.2% of loans are current but have
recent delinquencies or incomplete pay strings. Of the total pool,
23.5% have received modifications. The average time since loan
modification is approximately 58 months.

Sequential-Pay Structure With Higher Credit Enhancement
(Positive): The transaction's cash flow is based on a
sequential-pay structure whereby the subordinate classes do not
receive principal until the senior classes are repaid in full.
Losses are allocated in reverse-sequential order. Furthermore, a
provision to re-allocate principal to pay interest on the 'AAAsf'
and 'AAsf' rated notes prior to other principal distributions is
supportive of timely interest payments to those classes. Notably,
the bonds benefit from credit enhancement (CE) 100-200 basis points
(bps) above the minimum needed for each respective rating category.
While the additional CE is not enough to warrant a higher initial
rating, it will provide added protection against downgrades and
losses for investors.

Realized Loss and Writedown Feature (Positive): Loans that are
delinquent for 150 days or more under the OTS method will be
considered a realized loss and, therefore, will cause the most
subordinated class to be written down. Despite the 100% LS assumed
for each defaulted loan, Fitch views the writedown feature
positively as cash flows will not be needed to pay timely interest
to the 'AAAsf' and 'AAsf' notes during loan resolution by the
servicers. In addition, subsequent recoveries realized after the
writedown at 150 days delinquent will be passed on to bondholders
as principal.

Moderate Operational Risk (Negative): Operational risk is
considered to be moderate for this transaction since not all loans
were subject to a due diligence review by a third party review
(TPR) firm. Approximately 35% of loans by UPB (22% by loan count)
were reviewed. The due diligence was performed by Tier 1 TPR firms
and the results were consistent with the sponsor's prior
transactions. FirstKey Mortgage, LLC (FirstKey) has a
well-established track record as an aggregator of seasoned
performing and RPL mortgages and has an 'Average' aggregator
assessment from Fitch. Most of the loans were originated by two
large bank sellers, and the sponsor's (or its affiliate's)
retention of at least 5% of the bonds should help mitigate the
operational risk of the transaction.

Low Aggregate Servicing Fee (Negative): Fitch determined that the
initial servicing fee of 32 bps may be insufficient to attract
subsequent servicers under a period of poor performance and high
delinquencies. In the event that a successor servicer is appointed,
the servicing fee can be increased to an amount greater than the
cap. To reflect the risk of an increased servicing fee, Fitch
assumed a 75-bp servicing fee in its cash flow analysis to test the
adequacy of CE and excess spread.

Third-Party Due Diligence (Neutral): A third-party due diligence
sample review of 22% by loan count and 35% by unpaid principal
balance (UPB) was conducted and focused on regulatory compliance,
pay history (Clayton and AMC, both assessed by Fitch as Tier 1
third-party review firms) and a tax and title lien search (WestCor
and AMC). The diligence findings and lack of 100% tax and title
review did not result in an additional adjustment due to the 100%
LS assumption applied by Fitch.

Representation Framework (Negative): Fitch considers the
representation, warranty and enforcement (RW&E) mechanism construct
for this transaction to generally be consistent with what it views
as a Tier 2 framework, due to the inclusion of knowledge qualifiers
and the exclusion of certain reps that Fitch typically expects for
RPL transactions. After a threshold event (which occurs when
realized loss exceeds the class principal balance of the B3, B4 and
B5 notes), loan reviews for identifying breaches will be conducted
on loans that experience a realized loss of $10,000 or more. To
account for the Tier 2 framework, Fitch increased its 'AAAsf' loss
expectations by roughly 346 bps to account for a potential increase
in defaults and losses arising from weaknesses in the reps.

Limited Life of Rep Provider (Negative): FirstKey, as rep provider,
will only be obligated to repurchase a loan due to breaches prior
to the payment date in April 2020. Thereafter, a reserve fund will
be available to cover amounts due to noteholders for loans
identified as having rep breaches. Amounts on deposit in the
reserve fund, as well as the increased level of subordination, will
be available to cover additional defaults and losses resulting from
rep weaknesses or breaches occurring on or after the payment date
in April 2020.

Deferred Amounts (Negative): Non-interest-bearing principal
forbearance amounts totaling $5.2 million (0.5%) of the UPB are
outstanding on 762 loans. Fitch included the deferred amounts when
calculating the borrower's loan to value ratio (LTV) and sLTV,
despite the lower payment and amounts not being owed during the
term of the loan. The inclusion resulted in a higher probability of
default (PD) than if there were no deferrals. Because deferred
amounts are due and payable by the borrower at maturity, Fitch
believes that borrower default behavior for these loans will
resemble that of the higher LTVs, as exit strategies (that is, sale
or refinancing) will be limited relative to those borrowers with
more equity in the property.

RATING SENSITIVITIES

Fitch's analysis incorporates sensitivity analyses to demonstrate
how the ratings would react to steeper market value declines (MVDs)
than assumed at both the metropolitan statistical area (MSA) and
national levels. The implied rating sensitivities are only an
indication of some of the potential outcomes and do not consider
other risk factors that the transaction may become exposed to or be
considered in the surveillance of the transaction.

Fitch conducted sensitivity analysis determining how the ratings
would react to steeper MVDs at the national level. The analysis
assumes MVDs of 10%, 20% and 30%, in addition to the
model-projected 38.1% at 'AAAsf'. The analysis indicates there is
some potential rating migration with higher MVDs, compared with the
model projection.

Fitch also conducted sensitivity analysis to determine the stresses
to MVDs that would reduce a rating by one full category, to
non-investment grade, and to 'CCCsf'.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by WestCor Land Title Insurance Company (WestCor), Clayton
Services LLC and AMC Diligence, LLC (AMC). The third-party due
diligence described in Form 15E focused on regulatory compliance,
pay history, servicing comments, the presence of key documents in
the loan file and data integrity. In addition, AMC and Westcor were
retained to perform an updated title and tax search, as well as a
review to confirm that the mortgages were recorded in the relevant
local jurisdiction and the related assignment chains. A regulatory
compliance and data integrity review was completed on 34.6% of the
pool by balance.

611 of the reviewed loans received either a 'C' or 'D' grade. For
357 of these loans, this was due to missing documents that
prevented testing for predatory lending compliance. The inability
to test for predatory lending may expose the trust to potential
assignee liability, which creates added risk for bond investors.
Typically, Fitch makes an LS adjustment to account for this;
however, all loans in the pool are already receiving 100% LS;
therefore, no adjustments were made. Reasons for the remaining 254
'C' and 'D' grades include missing final HUD1s that are not subject
to predatory lending, missing state disclosures and other
compliance-related documents. Fitch believes these issues do not
add material risk to bondholders, since the statute of limitations
has expired. No adjustment to loss expectations were made for any
of the 611 loans that received either a 'C' or 'D' grade.

CRITERIA VARIATION

Fitch's analysis incorporated two criteria variations from the
"U.S. RMBS Seasoned, Re-Performing and Non-Performing Loan Rating
Criteria" and one variation from the "U.S. RMBS Loan Loss Model
Criteria." The first variation relates to the tax/title review. An
updated tax/title review was not completed on 21,614 loans. While a
tax/title review was not completed, Fitch's analysis already
assumed that these loans were not in first-lien position, and Fitch
assumes 100% LS for all second liens. There was no rating impact
due to this variation.

The second variation is that a due diligence compliance and data
integrity review was not completed on 20,992 loans. Fitch's model
assumes 100% LS for all second liens and therefore no additional
adjustment was made to Fitch's expected losses. There was no rating
impact from application of this variation.


UBS-CITIGROUP COMMERCIAL 2011-C1: Moody's Affirms B1 on F Certs
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on eleven
classes in UBS-Citigroup Commercial Mortgage Trust 2011-C1,
Commercial Mortgage Pass-Through Certificates, Series 2011-C1 as
follows:

Cl. A-3, Affirmed Aaa (sf); previously on May 18, 2018 Affirmed Aaa
(sf)

Cl. A-AB, Affirmed Aaa (sf); previously on May 18, 2018 Affirmed
Aaa (sf)

Cl. A-S, Affirmed Aaa (sf); previously on May 18, 2018 Affirmed Aaa
(sf)

Cl. B, Affirmed Aa1 (sf); previously on May 18, 2018 Affirmed Aa1
(sf)

Cl. C, Affirmed A1 (sf); previously on May 18, 2018 Affirmed A1
(sf)

Cl. D, Affirmed A3 (sf); previously on May 18, 2018 Affirmed A3
(sf)

Cl. E, Affirmed Ba1 (sf); previously on May 18, 2018 Affirmed Ba1
(sf)

Cl. F, Affirmed B1 (sf); previously on May 18, 2018 Affirmed B1
(sf)

Cl. G, Affirmed Caa1 (sf); previously on May 18, 2018 Affirmed Caa1
(sf)

Cl. X-A*, Affirmed Aaa (sf); previously on May 18, 2018 Affirmed
Aaa (sf)

Cl. X-B*, Affirmed B1 (sf); previously on May 18, 2018 Affirmed B1
(sf)

  * Reflects Interest Only Classes

RATINGS RATIONALE

The ratings on nine P&I classes were affirmed because the
transaction's key metrics, including Moody's loan-to-value (LTV)
ratio, Moody's stressed debt service coverage ratio (DSCR) and the
transaction's Herfindahl Index (Herf), are within acceptable
ranges.

The ratings on two IO classes were affirmed based on the credit
quality of the referenced classes.

Moody's rating action reflects a base expected loss of 5.8% of the
current pooled balance, compared to 5.0% at Moody's last review.
Moody's base expected loss plus realized losses is now 3.6% of the
original pooled balance, compared to 3.1% at the last review.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase in
the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The methodologies used in rating all classes, except the interest
only classes, were "Approach to Rating US and Canadian
Conduit/Fusion CMBS" published in July 2017 and "Moody's Approach
to Rating Large Loan and Single Asset/Single Borrower CMBS"
published in July 2017. The methodologies used in rating the
interest only classes were "Approach to Rating US and Canadian
Conduit/Fusion CMBS" published in July 2017, "Moody's Approach to
Rating Large Loan and Single Asset/Single Borrower CMBS" published
in July 2017, and "Moody's Approach to Rating Structured Finance
Interest Only (IO) Securities" published in February 2019.

DEAL PERFORMANCE

As of the March 12, 2019 distribution date, the transaction's
aggregate certificate balance has decreased by 38% to $418 million
from $674 million at securitization. The certificates are
collateralized by 25 mortgage loans ranging in size from less than
1% to 15% of the pool, with the top ten loans (excluding
defeasance) constituting 59% of the pool. Six loans, constituting
23% of the pool, have defeased and are secured by US government
securities.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 12, compared to a Herf of 13 at Moody's last
review.

Two loans, constituting 19.8% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

One loan has been liquidated from the pool, resulting in a minimal
realized loss (a loss severity of 1.2%). There are no loans
currently in special servicing.

Moody's has also assumed a high default probability for one poorly
performing retail loan, constituting 3% of the pool, due to vacancy
concerns.

Moody's received full year 2017 operating results for 77% of the
pool, and full or partial year 2018 operating results for 100% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 97%, compared to 95% at Moody's
last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 19% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 10.1%.

Moody's actual and stressed conduit DSCRs are 1.33X and 1.23X,
respectively, compared to 1.36X and 1.23X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 28.1% of the pool balance.
The largest loan is the Poughkeepsie Galleria Loan ($64.0 million
-- 15.3% of the pool), which represents a pari-passu portion of
$144.2 million senior mortgage. The loan is also encumbered by $21
million of mezzanine debt. The loan is secured by a 691,000 square
foot (SF) portion of a 1.2 million SF regional mall located about
70 miles north of New York City in Poughkeepsie, New York. Mall
anchors include J.C. Penney, Regal Cinemas, and Dick's Sporting
Goods as part of the collateral. Non-collateral anchors include
Macy's, Best Buy, Target and Sears. As of the December 2018 rent
roll the collateral was 83% leased, compared to 87% in December
2017. The decline in occupancy is largely due to K1 Speed (39,087
SF; 6.8% of the collateral SF) vacating at their lease expiration
date. For the trailing twelve month period ending November 2018
average in-line tenant sales (


VENTURE 36: Moody's Assigns (P)Ba3 Rating on $30.5MM Class E Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to seven
classes of notes to be issued by Venture 36 CLO Limited.

Moody's rating action is as follows:

US$5,000,000 Class X Senior Secured Floating Rate Notes due 2032
(the "Class X Notes"), Assigned (P)Aaa (sf)

US$310,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032 (the "Class A-1 Notes"), Assigned (P)Aaa (sf)

US$11,250,000 Class A-2 Senior Secured Floating Rate Notes due 2032
(the "Class A-2 Notes"), Assigned (P)Aaa (sf)

US$51,250,000 Class B Senior Secured Floating Rate Notes due 2032
(the "Class B Notes"), Assigned (P)Aa2 (sf)

US$28,500,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2032 (the "Class C Notes"), Assigned (P)A2 (sf)

US$28,500,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2032 (the "Class D Notes"), Assigned (P)Baa3 (sf)

US$30,500,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2032 (the "Class E Notes"), Assigned (P)Ba3 (sf)

The Class X Notes, the Class A-1 Notes, the Class A-2 Notes, the
Class B Notes, the Class C Notes, the Class D Notes and the Class E
Notes are referred to herein, collectively, as the "Rated Notes."

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating, if any, may differ
from a provisional rating.

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

Venture 36 is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 90% of the portfolio must consist of
first lien senior secured loans, cash, and eligible investments,
and up to 10% of the portfolio may consist of second lien loans and
unsecured loans. Moody's expects the portfolio to be approximately
85% ramped as of the closing date.

MJX Asset Management LLC will direct the selection, acquisition and
disposition of the assets on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's five year reinvestment period. Thereafter, the
Manager may reinvest unscheduled principal payments and proceeds
from sales of credit risk assets, subject to certain restrictions.

In addition to the Rated Notes, the Issuer will issue subordinated
notes.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

For modeling purposes, Moody's used the following base-case
assumptions:

Par amount: $500,000,000

Diversity Score: 70

Weighted Average Rating Factor (WARF): 2795

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 7.0%

Weighted Average Recovery Rate (WARR): 47.0%

Weighted Average Life (WAL): 9 years

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.


WELLS FARGO 2012-LC5: Moody's Affirms Class F Certs at 'Caa1'
-------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on ten classes
in Wells Fargo Commercial Mortgage Trust 2012-LC5, Commercial
Mortgage Pass-Through Certificates, Series 2012-LC5 as follows:

Cl. A-3, Affirmed Aaa (sf); previously on Jan 5, 2018 Affirmed Aaa
(sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Jan 5, 2018 Affirmed Aaa
(sf)

Cl. A-S, Affirmed Aaa (sf); previously on Jan 5, 2018 Affirmed Aaa
(sf)

Cl. B, Affirmed Aa3 (sf); previously on Jan 5, 2018 Affirmed Aa3
(sf)

Cl. C, Affirmed A3 (sf); previously on Jan 5, 2018 Affirmed A3
(sf)

Cl. D, Affirmed Baa3 (sf); previously on Jan 5, 2018 Affirmed Baa3
(sf)

Cl. E, Affirmed B1 (sf); previously on Jan 5, 2018 Downgraded to B1
(sf)

Cl. F, Affirmed Caa1 (sf); previously on Jan 5, 2018 Downgraded to
Caa1 (sf)

Cl. X-A*, Affirmed Aaa (sf); previously on Jan 5, 2018 Affirmed Aaa
(sf)

Cl. X-B*, Affirmed A2 (sf); previously on Jan 5, 2018 Affirmed A2
(sf)

  * Reflects interest-only classes

RATINGS RATIONALE

The ratings on six principal and interest (P&I) classes, Cl. A-3,
Cl. A-SB, Cl. A-S, Cl. B, Cl. C and Cl. D were affirmed because the
transaction's key metrics, including Moody's loan-to-value (LTV)
ratio, Moody's stressed debt service coverage ratio (DSCR) and the
transaction's Herfindahl Index (Herf), are within acceptable
ranges.

The ratings on two P&I classes Cl. E and Cl. F were affirmed
because the ratings are consistent with Moody's expected loss plus
realized losses.

The ratings on the interest only (IO) classes were affirmed based
on the credit quality of their referenced classes.

Moody's rating action reflects a base expected loss of 3.1% of the
current pooled balance, compared to 9.1% at Moody's last review.
Moody's base expected loss plus realized losses is now 2.9% of the
original pooled balance, compared to 7.4% at the last review.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase in
the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The methodologies used in ratings all classes except the
interest-only classes were "Approach to Rating US and Canadian
Conduit/Fusion CMBS" published in July 2017. The methodologies used
in rating the interest-only classes were "Approach to Rating US and
Canadian Conduit/Fusion CMBS" published in July 2017 and "Moody's
Approach to Rating Structured Finance Interest Only (IO)
Securities" published in February 2019.

DEAL PERFORMANCE

As of the March 15, 2019 distribution date, the transaction's
aggregate certificate balance has decreased by 22% to $998.2
billion from $1.27 billion at securitization. The certificates are
collateralized by 65 mortgage loans ranging in size from less than
1% to 10.0% of the pool, with the top ten loans (excluding
defeasance) constituting 43% of the pool. One loan, constituting
10.0% of the pool, has an investment-grade structured credit
assessment. Ten loans, constituting 20% of the pool, have defeased
and are secured by US government securities.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 23, compared to 21 at Moody's last review.

Ten loans, constituting 18% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

One loan has been liquidated from the pool, resulting in $6.2
million loss (for a loss severity of 41%). There are currently no
loans in special servicing.

Moody's has assumed a high default probability for two poorly
performing loans, constituting 2.5% of the pool, and has estimated
an aggregate loss of $9.5 million (a 38% expected loss based on a
50% probability default) from these troubled loans.

Moody's received full year 2017 operating results for 96% of the
pool, and full or partial year 2017 operating results for 98% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 89%, compared to 90% at Moody's
last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 12% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.9%.

Moody's actual and stressed conduit DSCRs are 1.67X and 1.27X,
respectively, compared to 1.67X and 1.24X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The loan with a structured credit assessment is the Trump Tower
Commercial Condominium Loan ($100 million -- 10.0% of the pool),
which is secured by the commercial condominium component of the
Trump Tower located at 725 5th Avenue in New York City. The
collateral is a Class A, multi-tenant office and retail building
containing approximately 244,500 square feet (SF) and consists of
the lower level, ground floor and floors 2 - 26. The retail
represents approximately 24% of the collateral and is located on
the Garden Level (Lower Level), and 2nd through 4th floors. The
office space comprises the remaining 76% of the collateral and is
located on the 5th and 14th through 26th floors. Due to the public
atrium there are no 6th through 13th floors within the building.
The largest tenant in the retail space is Gucci (20% of the net
rentable area (NRA); lease expiration February 2026) which operates
its American flagship store. The remaining floors 29-68 comprise
the residential component and are not contributed as loan
collateral. The loan is interest only for the full 10-year term. As
of September 2018, the property was 86% leased compared to 82% in
October 2017. Moody's structured credit assessment and stressed
DSCR are aa1 (sca.pd) and 1.44X, respectively, the same as at last
review.

The top three conduit loans represent 15.4% of the pool balance.
The largest loan is the 100 Church Street Loan ($74.0 million --
7.4% of the pool), which represents a 34.8% pari-passu portion of a
$212.6 million mortgage loan. The loan is secured by a 21-story,
1.1 million SF, Class B+ office building located in the City Hall
office submarket of Lower Manhattan. The property was originally
built in 1958 and renovated in 2012. As of September 2018 the
property was 99% leased, the same as in December 2017. Moody's LTV
and stressed DSCR are 90% and 1.08X, respectively, compared to 92%
and 1.06X at the last review.

The second largest loan is the Cole Retail 12 Portfolio Loan ($42.4
million -- 4.2% of the pool), which is secured by a
cross-collateralized and cross-defaulted portfolio of 12
single-tenant properties located across 10 states. Eight of the 12
properties represent anchored retail, six of which are occupied by
Walgreens pharmacies, two of which are occupied by CVS pharmacies.
Three of the remaining four properties represent unanchored retail.
The three non-anchor tenants in occupancy include Office Depot, LA
Fitness, and La-Z-Boy Furniture. The twelfth property consists of a
FedEx distribution center. The portfolio was 100% occupied as of
September 2018. Moody's LTV and stressed DSCR are 114% and 1.00X,
respectively, the same as at the last review.

The third largest loan is the Somerset Shoppes Loan ($37.5 million
-- 3.8% of the pool), which is secured by a 186,335 SF retail
center located on Glades Road in Boca Raton, Florida. The property
is anchored by a TJ Maxx, Michaels, and Saks Fifth Ave. As of
September 2018 the property was 98% leased, the same as at last
review. Moody's LTV and stressed DSCR are 102% and 1.01X,
respectively, compared to 105% and 0.98X at the last review.


WFRBS COMMERCIAL 2011-C3: Moody's Cuts Cl. X-B Debt Rating to B3
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on six classes
and downgraded the ratings on four classes in WFRBS Commercial
Mortgage Trust 2011-C3, Commercial Mortgage Pass-Through
Certificates, Series 2011-C3 as follows:

  Cl. A-3, Affirmed Aaa (sf); previously on Jan 19, 2018 Affirmed
  Aaa (sf)

  Cl.A-3FL, Affirmed Aaa (sf); previously on Jan 19, 2018 Affirmed

  Aaa (sf)

  Cl. A-4, Affirmed Aaa (sf); previously on Jan 19, 2018 Affirmed
  Aaa (sf)

  Cl. B, Affirmed Aa1 (sf); previously on Jan 19, 2018 Affirmed
  Aa1 (sf)

  Cl. C, Affirmed A1 (sf); previously on Jan 19, 2018 Affirmed A1
  (sf)

  Cl. D, Downgraded to Ba1 (sf); previously on Jan 19, 2018
  Affirmed Baa3 (sf)

  Cl. E, Downgraded to B3 (sf); previously on Jan 19, 2018
  Downgraded to B1 (sf)

  Cl. F, Downgraded to Caa3 (sf); previously on Jan 19, 2018
  Downgraded to Caa2 (sf)

  Cl. X-A*, Affirmed Aaa (sf); previously on Jan 19, 2018 Affirmed

  Aaa (sf)

  Cl. X-B*, Downgraded to B3 (sf); previously on Jan 19, 2018
  Downgraded to B2 (sf)

* Reflects Interest Only Classes

RATINGS RATIONALE

The ratings on five principal and interest (P&I) classes, Cl. A-3
through Cl. C, were affirmed because the transaction's key metrics,
including Moody's loan-to-value (LTV) ratio, Moody's stressed debt
service coverage ratio (DSCR) and the transaction's Herfindahl
Index (Herf), are within acceptable ranges.

The ratings on three P&I classes, Cl. D, Cl. E and Cl. F, were
downgraded due to higher anticipated losses from the loan in
specially servicing, and a continued decline in performance of Park
Plaza, the third largest loan in the pool.

The rating on the interest only (IO) class, Cl. X-A, was affirmed
based on the credit quality of the referenced classes.

The rating on the IO Class (Class X-B) was downgraded due to a
decline in the credit quality of its referenced classes. The IO
Class references six P&I classes, Cl. B through Cl. G. Class G, is
not rated by Moody's.

Moody's rating action reflects a base expected loss of 7.0% of the
current pooled balance, compared to 4.2% at Moody's last review.
Moody's base expected loss plus realized losses is now 4.1% of the
original pooled balance, compared to 2.9% at the last review.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase in
the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The methodologies used in rating all classes except interest-only
classes were "Approach to Rating US and Canadian Conduit/Fusion
CMBS" published in July 2017 and "Moody's Approach to Rating Large
Loan and Single Asset/Single Borrower CMBS" published in July 2017.
The methodologies used in rating interest-only classes were
"Approach to Rating US and Canadian Conduit/Fusion CMBS" published
in July 2017, "Moody's Approach to Rating Large Loan and Single
Asset/Single Borrower CMBS" published in July 2017, and "Moody's
Approach to Rating Structured Finance Interest Only (IO)
Securities" published in February 2019.

DEAL PERFORMANCE

As of the March 15, 2019 distribution date, the transaction's
aggregate certificate balance has decreased by 43% to $830.5
million from $1.4 billion at securitization. The certificates are
collateralized by 48 mortgage loans ranging in size from less than
1% to 19.7% of the pool, with the top ten loans (excluding
defeasance) constituting 56% of the pool . Thirteen loans,
constituting 26% of the pool, have defeased and are secured by US
government securities.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 9, compared to 13 at Moody's last review.

Six loans, constituting 20.4% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of $0.5 million (for an average loss
severity of 1.1%). One loan, is currently in special servicing. The
specially serviced loan is the Oakdale Mall ($49.8 million -- 6% of
the pool), which is secured by a 709,000 square foot (SF) enclosed
regional mall located in Johnson City, NY. The mall is anchored by
a JC Penney (13% of net rentable area (NRA); lease expiration July
2025) and Burlington Coat Factory (12% of NRA; lease expiration
August 2023). The decline in property performance was due to the
departure of the following anchor tenants: non-collateral Sears
(store closure - September 2017), a ground leased Macy's (store
closure - April 2018) and Bon Ton (store closure - Summer 2018). As
per the December 2018 rent roll, the collateral was 76% leased,
compared to 85% leased in December 2017 and 93% leased at
securitization. The loan was transferred to special servicing in
July 2018 due to imminent monetary default.

Moody's received full year 2017 operating results and full or
partial year 2018 operating results for 91% of the pool (excluding
specially serviced and defeased loans). Moody's weighted average
conduit LTV is 82.3%, compared to 78.0% at Moody's last review.
Moody's conduit component excludes loans with structured credit
assessments, defeased and CTL loans, and specially serviced and
troubled loans. Moody's net cash flow (NCF) reflects a weighted
average haircut of 11.4% to the most recently available net
operating income (NOI). Moody's value reflects a weighted average
capitalization rate of 9.2%.

Moody's actual and stressed conduit DSCRs are 1.45X and 1.28X,
respectively, compared to 1.52X and 1.33X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 33.3% of the pool balance.
The largest loan is the Village of Merrick Park Loan ($163.2
million -- 19.7% of the pool), which is secured by an 858,000 SF
mixed-use property located in Coral Gables, Florida. The property
consists of a three-story, 756,000 SF open-air lifestyle center and
a separate 101,000 SF five-story office building. The total
property was 96% leased as of September 2018, compared to 98%
occupied as of June 2017. The retail anchors are Nordstrom (23% of
the gross leasable area (GLA); lease expiration in 2023) and Neiman
Marcus (15% of the GLA; lease expiration in 2023). For the office
component, the largest tenant is Bayview Asset Management (9% of
the GLA; lease expiration in 2028). Performance has been stable.
Moody's LTV and stressed DSCR are 68% and 1.31X, respectively,
compared to 70% and 1.28X at last review.

The second largest loan is the Park Plaza Loan ($80.6 million --
9.7% of the pool), which is secured by a three-story, 283,000 SF,
enclosed regional mall located in Little Rock, Arkansas. The shadow
anchor is Dillard's, which is not part of the collateral. As of
December 2018 the collateral was 94% leased, compared to 97% in
September 2018. The loan is on the maser servicer's watchlist due
to low net cash flow DSCR. The decline in property performance was
contributed by a decline in base rent due to the departure of
in-line tenants and tenant lease renewal at lower rates. The loan
is structured on a 25-year amortization schedule and has amortized
19% since securitization. Moody's LTV and stressed DSCR are 126%
and 0.86X, respectively, compared to 92% and 1.12X at last review.

The third largest loan is the Clay Development Portfolio I Loan
($32.6 million -- 3.9% of the pool), which is secured by a
portfolio of 16 industrial buildings and one office building,
containing 536,680 SF in aggregate. Sixteen of the properties are
located in Houston, Texas with the one office building located in
Beaumont, Texas. As of September 2018 the portfolio was 90% leased,
compared to 87% leased in December 2017. The loan benefits from a
25-year amortization schedule and has amortized 17% since
securitization.


[*] Moody's Takes Action on $89.7MM Subprime & Alt-A RMBS Deals
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 6 bonds and
upgraded 1 bond from 5 transactions backed by Subprime and Alt-A
loans issued by multiple issuers.

Complete rating actions are as follows:

Issuer: Aegis Asset Backed Securities Trust 2005-1

Cl. M3, Downgraded to B1 (sf); previously on Aug 28, 2014 Upgraded
to Ba1 (sf)

Cl. M4, Downgraded to B2 (sf); previously on Jun 5, 2015 Upgraded
to B1 (sf)

Issuer: Bear Stearns Asset Backed Securities Trust 2003-2

Cl. M-1, Downgraded to B1 (sf); previously on Mar 11, 2011
Downgraded to Ba3 (sf)

Issuer: People's Choice Home Loan Securities Trust 2005-3

Cl. M2, Downgraded to B2 (sf); previously on Nov 8, 2013 Upgraded
to B1 (sf)

Cl. M3, Downgraded to B3 (sf); previously on Sep 11, 2018
Downgraded to B2 (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2004-RM2

Cl. M-2, Downgraded to B1 (sf); previously on Mar 15, 2011
Downgraded to Ba2 (sf)

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2003-2XS

Cl. A-5, Upgraded to Aa2 (sf); previously on Sep 20, 2018 Upgraded
to A1 (sf)

RATINGS RATIONALE

The actions reflect the recent performance of the underlying pools
and Moody's updated loss expectations on the pools. The rating
downgrades are primarily due to outstanding interest shortfalls on
the bonds which are not expected to be recouped as the impacted
bonds have weak structural mechanisms to reimburse accrued interest
shortfalls. The rating upgraded is a result of improving
performance of the related pool and an increase in credit
enhancement available to the bond.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in February 2019.

Factors that would lead to an upgrade or downgrade of the ratings:

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment rate.
The unemployment rate fell to 3.8% in February 2019 from 4.1% in
February 2018. Moody's forecasts an unemployment central range of
3.5% to 4.5% for the 2019 year. Deviations from this central
scenario could lead to rating actions in the sector. House prices
are another key driver of US RMBS performance. Moody's expects
house prices to continue to rise in 2019. Lower increases than
Moody's expects or decreases could lead to negative rating actions.
Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
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