/raid1/www/Hosts/bankrupt/TCR_Public/190526.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, May 26, 2019, Vol. 23, No. 145

                            Headlines

ACE SECURITIES: Moody's Hikes Ratings on 3 Tranches to B2
ANTARES CLO 2019-1: S&P Assigns BB- (sf) Rating to Class E Loans
ARES LTD LIII: Moody's Assigns Ba3 Rating on $20.2MM Class E Notes
ARROYO MORTGAGE 2019-2: S&P Assigns B+(sf) Rating to Cl. B-2 Notes
BANK 2017-BNK5: Fitch Affirms B- Rating on $11.7MM Class F Certs

BATTALION CLO X: Moody's Gives Ba3 Rating on $22MM Class D-R Notes
BCC FUNDING XIV: DBRS Confirmed BB Rating on Class E Notes
BENCHMARK MORTGAGE 2019-B11: Fitch to Rate $10.44MM G Certs 'B-sf'
BX TRUST 2019-IMC: DBRS Finalizes B(high) Rating on Class HRR Certs
CANTOR COMMERCIAL 2012-CCRE3: Fitch Affirms Bsf Rating on G Certs

CD 2007-CD5: Moody's Lowers Rating on Class F Certs to Caa3
COMM 2013-CCRE9: Fitch Affirms Bsf Rating on $12.9MM Class F Certs
CPS AUTO 2018-1: DBRS Confirms BB(low) Rating on Class A Notes
CSMC 2019-ICE4: Moody's Assigns (P)B3 Rating on Class HRR Certs
EATON VANCE 2019-1: Moody's Gives B3 Rating on $8MM Class F Notes

FLAGSHIP CREDIT 2019-2: DBRS Gives Prov. BB Rating on Cl. E Notes
FLAGSHIP CREDIT 2019-2: S&P Assigns BB- (sf) Rating to Cl. E Notes
FREDDIE MAC 2019-2: DBRS Gives (P)B Rating on $96MM Class M Certs
FREDDIE MAC 2019-2: Fitch Rates $96.43MM Class M Certs 'B-sf'
GOLD KEY 2014-A: DBRS Confirms BB(high) Rating on Class C Debt

GRAMERCY REAL 2005-1: Fitch Affirms Csf Rating on Class J Debt
GREAT LAKES 2019-1: S&P Assigns BB- (sf) Rating to Class E Notes
GREAT LAKES 2019-1: S&P Assigns BB- (sf) Rating to Class E Notes
GSAA HOME 2007-7: Moody's Reviews 'B1' on 1A2 Debt for Upgrade
HERTZ VEHICLE 2019-2: DBRS Gives Prov. BB Rating on Class D Notes

HERTZ VEHICLE 2019-2: Fitch to Rate $25.8MM Class D Notes 'BB'
HILDENE TRUPS 2019-2: Moody's Rates $32MM Class C Notes 'Ba3'
JP MORGAN 2011-C5: Fitch Affirms Bsf Rating on $9MM Class F Certs
JP MORGAN 2019-INV1: Moody's Gives (P)B3 Rating on Class B-5 Debt
KKR CLO 25: Moody's Gives Ba3 Rating on $21.2MM Class E Notes

MADISON PARK X: S&P Assigns Prelim BB- Rating to Class E-R-2 Notes
MAGNETITE XXII: S&P Assigns BB- (sf) Rating to Class E Notes
MASTR ASSET 2005-HE1: Moody's Cuts Class M-5 Debt Rating to B2
MELLO WAREHOUSE 2019-1: Moody's Gives Ba1 Rating on Class E Debt
MMCF CLO 2019-2: S&P Assigns BB-(sf) Rating to $21MM Class D Notes

MORGAN STANLEY 2016-C31: Fitch Affirms B- Rating on Class X-F Certs
NATIXIS COMMERCIAL 2019-10K: Moody's Gives '(P)B2' Rating to F Debt
NEUBERGER BERMAN 31: S&P Assigns BB- (sf) Rating to Class E Notes
NORTHWOODS CAPITAL XVIII: Moody's Rates $26MM Class E Notes Ba3
OAKTREE CLO 2019-2: S&P Assigns BB- (sf) Rating to Class D Notes

ORANGE LAKE 2019-A: Fitch to Rate $61.308MM Class D Notes 'BBsf'
SPRUCE HILL 2019-SH1: S&P Assigns Prelim B(sf) Rating to B-2 Notes
TABERNA PREFERRED IX: Moody's Hikes A-1LB Notes Rating to Caa2
UNITED AUTO 2019-1: DBRS Gives Prov. B Rating on Class F Notes
UNITED AUTO 2019-1: S&P Assigns B (sf) Rating to Class F Notes

VENTURE 37: Moody's Gives (P)Ba3 Rating on $26.5MM Class E Notes
VERUS SECURITIZATION 2019-2: S&P Assigns B(sf) Rating to B-2 Certs
[*] S&P Takes Actions on 17 National Collegiate Student Loan Trusts
[*] S&P Takes Various Actions on 67 Classes From 10 U.S. RMBS Deals
[*] S&P Withdraws Ratings on 28 Classes From 13 CDO Transactions


                            *********

ACE SECURITIES: Moody's Hikes Ratings on 3 Tranches to B2
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 3 tranches
and downgraded the ratings of 2 tranches from three transactions,
backed by Subprime mortgage loans, issued by multiple issuers.

The complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2007-ASAP2

Cl. A-2B, Upgraded to B2 (sf); previously on Jul 13, 2018 Upgraded
to Caa1 (sf)

Cl. A-2C, Upgraded to B2 (sf); previously on Jul 13, 2018 Upgraded
to Caa1 (sf)

Cl. A-2D, Upgraded to B2 (sf); previously on Jul 13, 2018 Upgraded
to Caa1 (sf)

Issuer: J.P. Morgan Mortgage Acquisition Corp. 2005-WMC1

Cl. M-3, Downgraded to B1 (sf); previously on Dec 16, 2016 Upgraded
to Ba3 (sf)

Issuer: Peoples Choice Home Loan Securities Trust 2005-4

Cl. 1A3, Downgraded to B3 (sf); previously on Apr 14, 2017 Upgraded
to B1 (sf)

RATINGS RATIONALE

The rating upgrades are primarily due to improvement in pool
performances and credit enhancement available to the bonds. The
rating downgrade is due to outstanding interest shortfalls on the
bonds that are not expected to be reimbursed. The rating actions
also reflect the recent performance and Moody's updated loss
expectations on the underlying pools.

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

The Credit Ratings were assigned in accordance with Moody's
existing methodology entitled " US RMBS Surveillance Methodology"
date published in February 2019. Please note that on May 8, 2018,
Moody's released a Request for Comment, in which it has requested
market feedback on the use of an updated version of third-party
cash flow modeling software for certain structured finance asset
classes. If the revised update is implemented as proposed, the
Credit Ratings may be negatively or positively affected. The final
rating outcome will overlay qualitative judgments and
considerations such as performance to date and structural
features.

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 3.6% in April 2019 from 3.9% in April
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.


ANTARES CLO 2019-1: S&P Assigns BB- (sf) Rating to Class E Loans
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Antares CLO 2019-1
Ltd./Antares CLO 2019-1 LLC's middle-market collateralized loan
obligation (CLO) managed by Antares Capital Advisers LLC, a
subsidiary of Antares Capital L.P.

The note issuance is a CLO transaction backed by primarily
middle-market speculative-grade (rated 'BB+' and lower) senior
secured term loans that are governed by collateral quality tests.

The ratings reflect S&P's assessment of:

-- The diversified collateral pool;

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization;

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading; and

-- The transaction's legal structure, which is expected to be
bankruptcy remote.
  
  RATINGS ASSIGNED
  Antares CLO 2019-1 Ltd./Antares CLO 2019-1 LLC
  Class                  Rating         Amount (mil. $)
  A-1                    AAA (sf)                290.00
  A-2                    NR                        9.00
  B                      AA (sf)                  46.00
  C (deferrable)         A (sf)                   37.50
  D (deferrable)         BBB- (sf)                28.75
  E (deferrable)         BB- (sf)                 31.25
  Subordinated notes     NR                       62.84

  NR--Not rated.


ARES LTD LIII: Moody's Assigns Ba3 Rating on $20.2MM Class E Notes
------------------------------------------------------------------
Moody's Investors Service has assigned ratings to three classes of
notes 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"), Definitive Rating Assigned Aaa (sf)

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

US$20,200,000 Class E Mezzanine Deferrable Floating Rate Notes due
2031 (the "Class E Notes"), Definitive Rating Assigned 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."

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.

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. The portfolio is approximately 95% 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 issued 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: 70

Weighted Average Rating Factor (WARF): 2884

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.


ARROYO MORTGAGE 2019-2: S&P Assigns B+(sf) Rating to Cl. B-2 Notes
------------------------------------------------------------------
S&P Global Ratings assigned its ratings to Arroyo Mortgage Trust
2019-2's mortgage-backed notes.

The note issuance is a residential mortgage-backed securities
(RMBS) transaction backed by first-lien, fixed- and
adjustable-rate, fully amortizing residential mortgage loans (some
with interest-only periods) secured by single-family residential
properties, planned-unit developments, condominiums, cooperatives,
and two- to four-family residential properties to both prime and
nonprime borrowers. The loans are primarily non-qualified mortgage
loans.

The ratings reflect:

-- The pool's collateral composition;
-- The transaction's credit enhancement;
-- The transaction's associated structural mechanics;
-- The transaction's representation and warranty framework;
-- The geographic concentration; and
-- The mortgage aggregator, Western Asset Management Co. LLC as
investment manager for Western Asset Mortgage Capital Corp.

  RATINGS ASSIGNED
  Arroyo Mortgage Trust 2019-2
  Class                     Rating(i)         Amount ($)
  A-1A                      AAA (sf)         690,990,000
  A-1B                      AAA (sf)          94,226,000
  A-1                       AAA (sf)         785,216,000
  A-2                       AA (sf)           42,073,000
  A-3                       A (sf)            66,656,000
  M-1                       BBB (sf)          25,055,000
  B-1                       BB (sf)           14,182,000
  B-2                       B+ (sf)            8,037,000
  B-3                       NR                 4,254,853
  A-IO-S                    NR                  Notional(ii)
  XS                        NR                          (iii)
  Owner trust certificate   NR                       N/A

(i)The ratings assigned to the classes address the ultimate payment
of interest and principal.
(ii) Notional amount will equal the aggregate stated principal
balance of the mortgage loans as of the first day of the related
due period.
(iii)Amount will equal the excess, if any, of the aggregate stated
principal balance of the mortgage loans over the aggregate note
balance of the notes (other than the class XS notes).
NR--Not rated.
N/A--Not applicable.  



BANK 2017-BNK5: Fitch Affirms B- Rating on $11.7MM Class F Certs
----------------------------------------------------------------
Fitch Ratings has affirmed 15 classes of BANK 2017-BNK5 commercial
mortgage pass-through certificates.

KEY RATING DRIVERS

Stable Performance and Loss Expectations: The overall pool
performance remains stable from issuance. There are no delinquent
or specially serviced loans and overall performance has been as
expected. Two loans totaling 2.3% of the pool have been designated
Fitch Loans of Concern (FLOCs). The largest, Capital Bank Plaza
(1.9%), is a top 15 loan. Capital Bank Plaza is an office property
located in Raleigh, NC. The largest tenant, Capital Bank, accounts
for approximately 44.2% of NRA, and plans to move its headquarters
to a nearby building prior to its March 2021 lease expiration.

Minimal Change to Credit Enhancement Since Issuance: Since issuance
the pool has paid down approximately 0.9% to $1.15 billion as of
the April 2019 distribution from $1.16 billion at issuance. At
issuance, the pool was expected to paydown by only 8.2%, given the
concentration of full-term IO loans (42.5%) and partial-term IO
loans (29.0%). No loans have paid off or defeased.

Pool Concentrations: The largest 10 loans account for 48.6% of the
pool, which was below the 2017 average at the time of the
transaction's issuance. Approximately 18.0% of the pool is backed
by collateral with exposure to hotel properties, which was above
the 2017 average at issuance. Other above average exposures include
retail (34.2% of the pool) and self-storage (10.9% of the pool).

RATING SENSITIVITIES

The Rating Outlooks on all classes remain Stable due to overall
stable collateral performance. Further performance deterioration
related to the FLOCs could lead to downgrades, particularly the
Capital Bank Plaza loan. While unlikely at present, upgrades are
possible in the event of further paydown or defeasance.

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 the following ratings:

  -- $26.4 million class A-1 at 'AAAsf'; Outlook Stable;

  -- $98.3 million class A-2 at 'AAAsf'; Outlook Stable;

  -- $52.7 million class A-SB at 'AAAsf'; Outlook Stable;

  -- $52.7 million class A-3 at 'AAAsf'; Outlook Stable;

  -- $270 million class A-4 at 'AAAsf'; Outlook Stable;

  -- $307.9 million class A-5 at 'AAAsf'; Outlook Stable;

  -- $808(a) million class X-A at 'AAAsf'; Outlook Stable;

  -- $140.4 million class A-S at 'AAAsf'; Outlook Stable;

  -- $236.9(a) million class X-B at 'AA-sf'; Outlook Stable;

  -- $55.6 million class B at 'AA-sf'; Outlook Stable;

  -- $40.9 million class C at 'A-sf'; Outlook Stable;

  -- $42.4(b) million class D at 'BBB-sf'; Outlook Stable;

  -- $42.4(a)(b) million class X-D at 'BBB-sf'; Outlook Stable

  -- $24.9(b) million class E at 'BB-sf'; Outlook Stable;

  -- $11.7(b) million class F at 'B-sf'; Outlook Stable.

Fitch does not rate the $14.6(b) million class G, $20.5(b) million
class H and $61(b)(c) million RR Interest. The class balances for
the rated certificates represent only the offered portion of the
transaction and do not represent the vertical credit risk retention
interest.

(a) Notional amount and interest-only.

(b) Privately placed and pursuant to Rule 144A.

(c) Vertical credit risk retention interest representing no less
than 5% of the estimated fair value of all classes of regular
certificates issued by the issuing entity as of the closing date.


BATTALION CLO X: Moody's Gives Ba3 Rating on $22MM Class D-R Notes
------------------------------------------------------------------
Moody's Investors Service has assigned ratings to five classes of
CLO refinancing notes issued by Battalion CLO X Ltd.

Moody's rating action is as follows:

US$260,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2029 (the "Class A-1-R Notes"), Assigned Aaa (sf)

US$38,200,000 Class A-2-R Senior Secured Floating Rate Notes due
2029 (the "Class A-2-R Notes"), Assigned Aa1 (sf)

US$22,000,000 Class B-R Senior Secured Deferrable Floating Rate
Notes due 2029 (the "Class B-R Notes"), Assigned A2 (sf)

US$26,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2029 (the "Class C-R Notes"), Assigned Baa3 (sf)

US$22,000,000 Class D-R Secured Deferrable Floating Rate Notes due
2029 (the "Class D-R Notes"), Assigned Ba3 (sf)

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.

The Issuer is a managed cash flow collateralized loan obligation
(CLO). The issued notes are collateralized primarily by a portfolio
of broadly syndicated senior secured corporate loans. At least
95.0% of the portfolio must consist of senior secured loans and
eligible investments, and up to 5.0% of the portfolio may consist
of second liens loans and unsecured loans.

Brigade Capital Management, LP 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 remaining one and a half year
reinvestment period. Thereafter, subject to certain restrictions,
the Manager may reinvest unscheduled principal payments and
proceeds from sales of credit risk assets.

The Issuer has issued the Refinancing Notes on May 14, 2019 in
connection with the refinancing of all classes of secured notes
originally issued on December 8, 2016. On the Refinancing Date, the
Issuer used the proceeds from the issuance of the Refinancing Notes
to redeem in full the Refinanced Original Notes. On the Original
Closing Date, the issuer also issued one class of subordinated
notes that remains outstanding.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in "Moody's Global
Approach to Rating Collateralized Loan Obligations."

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. For modeling
purposes, Moody's used the following base-case assumptions

Performing par and principal proceeds balance: $400,000,000

Diversity Score: 69

Weighted Average Rating Factor (WARF): 2963 (corresponding to a
weighted average default probability of 23.88%)

Weighted Average Spread (WAS): 3.56%

Weighted Average Coupon (WAC): 6.00%

Weighted Average Recovery Rate (WARR): 48.22%

Weighted Average Life (WAL): 5.58 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.


BCC FUNDING XIV: DBRS Confirmed BB Rating on Class E Notes
----------------------------------------------------------
DBRS, Inc. reviewed 13 ratings from three U.S. structured finance
asset-backed securities transactions. Of the 13 outstanding
publicly rated classes reviewed, six were upgraded, six were
confirmed and one was discontinued due to repayment. For the
ratings that were upgraded, performance trends are such that credit
enhancement levels are sufficient to cover DBRS's expected losses
at their current respective rating levels. For the ratings that
were confirmed, performance trends are such that credit enhancement
levels are sufficient to cover DBRS's expected losses at their new
respective rating levels.

The ratings are based on DBRS's review of the following analytical
considerations:

-- Transaction capital structure, proposed ratings and form and
sufficiency of available credit enhancement.

-- The transaction parties' capabilities with regard to
origination, underwriting, and servicing.

-- The credit quality of the collateral pool and historical
performance.

The Affected Ratings are:

                   Action       Rating
BCC Funding XIV LLC
Series 2018-1
Class A-1 Notes   Disc-Repaid  Discontinued
Class A-2 Notes   Confirmed    AAA
Class B Notes     Upgraded     AA(high)
Class C Notes     Upgraded     A(high)
Class D Notes     Upgraded     BBB
Class E Notes     Confirmed    BB

BCC Funding XIII LLC
Equipment Contract Backed Notes
Series 2016-1
Class A-2 Notes   Confirmed    AAA
Class B Notes     Confirmed    AAA
Class C Notes     Confirmed    AAA
Class D Notes     Upgraded     AAA
Class E Notes     Upgraded     A(high)
Class F Notes     Upgraded     BBB(high)

BCC Funding XII LLC
Loan              Confirmed    A


BENCHMARK MORTGAGE 2019-B11: Fitch to Rate $10.44MM G Certs 'B-sf'
------------------------------------------------------------------
Fitch Ratings has issued a presale report on BENCHMARK 2019-B11
Mortgage Trust commercial mortgage pass-through certificates,
Series 2019-B11.

Fitch expects to rate the transaction and assign Rating Outlooks as
follows:

  -- $14,700,000 class A-1 'AAAsf'; Outlook Stable;

  -- $81,700,000 class A-2 'AAAsf'; Outlook Stable;

  -- $18,615,000 class A-SB 'AAAsf'; Outlook Stable;

  -- $20,600,000 class A-3 'AAAsf'; Outlook Stable;

  -- $177,500,000a class A-4 'AAAsf'; Outlook Stable;

  -- $417,755,000a class A-5 'AAAsf'; Outlook Stable;

  -- $856,162,000b class X-A 'AAAsf'; Outlook Stable;

  -- $83,529,000b class X-B 'A-sf'; Outlook Stable;

  -- $125,292,000 class A-S 'AAAsf'; Outlook Stable;

  -- $43,070,000 class B 'AA-sf'; Outlook Stable;

  -- $40,459,000 class C 'A-sf'; Outlook Stable;

  -- $41,764,000bc class X-D 'BBB-sf'; Outlook Stable;

  -- $18,271,000bc class X-F 'BB-sf'; Outlook Stable;

  -- $10,441,000bc class X-G 'B-sf'; Outlook Stable;

  -- $23,492,000c class D 'BBBsf'; Outlook Stable;

  -- $18,272,000c class E 'BBB-sf'; Outlook Stable;

  -- $18,271,000c class F 'BB-sf'; Outlook Stable;

  -- $10,441,000c class G 'B-sf'; Outlook Stable.

The following classes are not expected to be rated by Fitch:

  -- $33,934,181bc class X-H;

  -- $33,934,181c class H;

  -- $54,952,694cd class VRR Interest.

(a) The initial certificate balances of class A-4 and class A-5 are
unknown and expected to be $595,255,000 in aggregate plus or minus
5%. The certificate balances will be determined based on the final
pricing of those classes of certificates. The expected class A-4
balance range is $75,000,000 to $280,000,000 and the expected class
A-5 balance range is $315,255,000 to $520,255,000. Fitch's
certificate balances for classes A-4 and A-5 are assumed at the
midpoint of the range for each class.

(b) Notional amount and interest only.

(c) Privately placed and pursuant to Rule 144A.

(d) Vertical credit-risk retention interest, which represents
approximately 5.00% of the certificate balance, notional amount or
percentage interest of each class of certificates.

The expected ratings are based on information provided by the
issuer as of May 16, 2019.

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 40 loans secured by 424
commercial properties with an aggregate principal balance of
$1,099,053,875 as of the cut-off date. The loans were contributed
to the trust by Citi Real Estate Funding Inc., JPMorgan Chase Bank,
National Association, and German American Capital Corporation.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 74.1% of the properties
by balance, cash flow analysis of 89.2%, and asset summary reviews
on 100% of the pool.

KEY RATING DRIVERS

Fitch Leverage: The pool's Fitch leverage is better compared with
other recent Fitch-rated, fixed-rate, multiborrower transactions.
The pool's Fitch DSCR of 1.22x is in line with YTD 2019 and 2018
averages of 1.21x and 1.22x, respectively. However, the pool's
Fitch LTV of 96.7% is significantly better than the YTD 2019 and
2018 averages of 102.5% and 102.0%, respectively. Excluding
investment-grade credit opinion loans, the pool has a Fitch DSCR
and LTV of 1.18x and 108.2%, respectively.

Investment-Grade Credit Opinion Loans: Five loans, representing
28.3% of the pool, have investment-grade credit opinions. This is
significantly above the YTD 2019 and 2018 averages of 10.1% and
13.6%, respectively. ILPT Hawaii Portfolio (7.1% of the pool)
received a credit opinion of 'BBBsf'* on a standalone basis. 3
Columbus Circle (9.1% of the pool), 101 California (4.5% of the
pool), Moffett Towers II - Building 5 (3.9% of the pool), and
Newport Corporate Center (3.7% of the pool) each received
standalone credit opinions of 'BBB-sf'*.

Limited Amortization: There are 23 loans that are full
interest-only (76.8% of the pool), eight loans (12.7%) that are
partial interest-only, and nine loans (10.5%) that are amortizing
balloon loans. Based on the scheduled balance at maturity, the pool
will pay down by just 3.5%, which is below the YTD 2019 and 2018
averages of 6.4% and 7.2%, respectively.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 19.0% below
the most recent year's net operating income (NOI) for properties
for which a full-year NOI was provided, excluding properties that
were stabilizing during this period. Unanticipated further declines
in property-level NCF could result in higher defaults and loss
severities on defaulted loans and in potential rating actions on
the certificates.

Fitch evaluated the sensitivity of the ratings assigned to the
BMARK 2019-B11 certificates and found that the transaction displays
average sensitivities to further declines in NCF. In a scenario in
which NCF declined a further 20% from Fitch's NCF, a downgrade of
the junior 'AAAsf' certificates to 'A-sf' could result. In a more
severe scenario, in which NCF declined a further 30% from Fitch's
NCF, a downgrade of the junior 'AAAsf' certificates to 'BBBsf'
could result.


BX TRUST 2019-IMC: DBRS Finalizes B(high) Rating on Class HRR Certs
-------------------------------------------------------------------
DBRS, Inc. finalized its provisional ratings on the following
classes of Commercial Mortgage Pass-Through Certificates, Series
2019-IMC issued by BX Trust 2019-IMC:

-- Class A at AAA (sf)
-- Class X-CP at AAA (sf)
-- Class X-NCP at AAA (sf)
-- Class B at AAA (sf)
-- Class C at AA (high) (sf)
-- Class D at AA (low) (sf)
-- Class E at A (low) (sf)
-- Class F at BBB (low) (sf)
-- Class G at BB (low) (sf)
-- Class HRR at B (high) (sf)

All trends are Stable. Classes X-CP and X-NCP are notional.

The collateral for the loan contains some of the premier trade-room
space of two major separate bi-annual trade markets in the United
States known as the High Point Markets and the Las Vegas Markets.
The majority of the portfolio was compiled in a series of
transactions from 2011 through 2015 by International Market
Centers, Inc. (IMC) and certain affiliates of The Blackstone Group
L.P. (Blackstone) acquired IMC for $1.5 billion and was securitized
in the BX 2017-IMC transaction. The collateral is substantially the
same as the BX 2017-IMC transaction with the addition of the 300
East Green property. The Las Vegas properties represent the only
space used for the Winter and Summer Las Vegas Markets and the
properties are set up in a campus-like setting, which would make it
difficult for newly constructed competitive supply to affect the
performance of the property. While there are other competitive
properties in High Point, North Carolina, for the Spring and Fall
High Point Markets, the portfolio contains the main building
complex for the High Point Markets, the International Home
Furnishings Center, and other High Point properties are located
within walking distance of this property. IMC estimates that the
subject portfolio contains 88.0% of the Class A showroom space in
the High Point market and there is no other property owner of
showroom space in High Point that owns more than 4.0% of the total
available square footage. There is a sentiment among buyers that
they will find more product introductions at High Point than in any
other market. In total, there were 88,812 buyers that went to the
Las Vegas and High Point Markets in 2018, which represents a
variance of 27.4% and 6.6% over the 2011 and 2015 total buyer
attendance figures, respectively. DBRS views the possibility of the
Las Vegas Markets and the High Point Markets moving to another city
as highly unlikely over the course of the loan term or in the
medium term after the fully extended loan term because of the
historical and current draw to the markets as well as the strength
of the portfolio's management firm, IMC, in playing a major role in
conducting these markets.

The loan sponsors, certain affiliates of the Blackstone funds
commonly known as Blackstone Real Estate Partners VIII and
Blackstone Tactical Opportunities Fund II – Q L.P., are
considered very strong because of their extensive holdings in the
showroom space industry and ample financial resources. The
collateral benefits from the management of IMC, which is the
largest operator of premier showroom space for the furniture, gift,
home decor, rug, and apparel industries in the world. The sponsor
cashed out $173.9 million as a result of this refinancing. Since
most of the portfolio was assembled in 2015 by IMC, management has
been able to increase the portfolio net operating income to $134.9
million in 2018 from $98.4 million in 2015, a variance of 37.1%.
The sponsor and management have been able to increase the
performance of the portfolio by increasing rents and reducing
operating and leasing cost expenses while maintaining a stable
average portfolio occupancy rate. The portfolio averaged a total
physical occupancy rate of 83.5% from 2015 to 2018, ranging from
83.0% in 2015 and 2017 to 84.1% in 2018.

There is rollover risk at the initial loan maturity in April 2021
and fully extended loan maturity in April 2024. There are 664
leases, cumulatively representing 35.0% of the net rentable area
(NRA) and 34.3% of the DBRS Gross Rent, with leases that expire
prior to the initial loan maturity. There are 1,136 leases,
cumulatively representing 81.1% of the NRA and 81.2% of the DBRS
Gross Rent, with leases that expire prior to the fully extended
loan maturity. However, from 2012 to 2018, the portfolios exhibited
a straight-line average annual renewal rate of 88.9%, ranging from
82.0% in 2012 to 96.0% in 2013 and 2014. The total amount of annual
renewal leasing square feet (sf)-to-total leasing sf has increased
to 79.4% in 2018 from 61.9% in 2015, which have lower leasing costs
compared with new leasing costs. The re-leasing spread rate from
2015 to 2018 averaged 4.5% and ranged from 2.3% in 2018 to 8.1% in
2017, indicating that management has been able to increase rental
rates while maintaining a stabilized occupancy. Furthermore,
relatively high rollover is to be expected as leases in excess of
six years are not typical in the furniture tradeshow industry.

The portfolio is secured by a non-traditional property type:
showroom properties. This property type is vulnerable to high net
cash flow (NCF) volatility because of the relatively short-term
leases compared with other commercial properties, which can cause
the NCF to quickly deteriorate in a declining market. A unique
attribute about this property type is the amount of revenue
attributable to Temporary License Agreement (TLA) tenants and
Tradeshow Revenue, as this source of revenue has averaged 9.5% of
total effective gross income before other income from 2015 to 2018.
TLA tenants are typically signing short-term exhibitor license
agreements with IMC for temporary space to display products during
the markets. This space serves as an incubator for new industry
players that want to get in front of buyers and presents a unique
revenue generator that accounts for the high fragmentation within
the furniture and home decor industries. Another unique attribute
of the property type is that, outside the tradeshow dates, leased
spaces generally are either idle or reconfigured for the next
tradeshow, although a few tenants will "office out" their space.
Because of the uniqueness of the property type, there is limited
market data, such as comparable property rents, vacancies,
operating expense and leasing costs, available.

The DBRS value of $1.234 billion represents a 25.1% discount to the
as-is appraised value of $1.647 billion but results in a DBRS
Loan-to-Value (LTV) of 93.2%, which is indicative of high-leverage
financing. However, DBRS utilized a conservative cap rate of
10.50%, which is 235 basis points higher than the appraiser's
weighted-average cap rate of 8.32%. DBRS utilized a conservative
cap rate to account for the non-traditional-property type of the
collateral. Despite the high mortgage leverage, term default risk
is considered modest based on the DBRS Term Debt Service Coverage
Ratio (DSCR) of 1.94 times (x), which is derived using a stressed
LIBOR of 3.26%, based on DBRS's "Interest Rate Stresses for U.S.
Structured Finance Transactions" methodology, and a spread of
2.55%. The term DSCR would be 1.47x, assuming the YE2015 NCF, which
is still very healthy and does not account for the value and NCF
growth created by the sponsor and management over the past four
years. The associated DBRS Debt Yield based on the cumulative
investment-grade-rated proceeds is high at 13.7%. Additionally, the
investment-grade-rated proceeds represent an LTV of 57.3% relative
to the appraiser's market valuation.

DBRS identified four loans on eight properties within the
portfolio, representing 48.0% of the allocated loan amount, that
incurred losses after the prior securitization because of high
leverage, significant declines in the DSCRs and/or maturity
default: World Market Center Building A, World Market Center
Building B, Historic Market Square/Market Square Tower/Market
Square Suites, Furniture Plaza/Plaza Suites, the Commerce & Design
Building, National Furniture Mart, Hamilton Market and South Main.
These properties were securitized in the GECMC 2002-1A, BSCMS
2005-PW10, CD 2006-CD3 and BSCMS 2007-PW15 transactions at a total
original balance of $775.5 million and incurred total losses of
$362.3 million. The currently allocated loan amounts of $552.1
million for the properties that took losses represent variances of
-28.8% to the $775.4 original balances of the financings that took
substantial losses. IMC acquired the current portfolio in 2011 and
has increased the performance of these properties. These properties
were both previously securitized in CGBAM 2016-IMC and BX 2017-IMC
and the loans performed as agreed.

Classes X-CP and X-NCP are interest-only (IO) certificates that
reference a single rated tranche or multiple rated tranches. The IO
rating mirrors the lowest-rated applicable reference obligation
tranche adjusted upward by one notch if senior in the waterfall.

Notes: All figures are in U.S. dollars unless otherwise noted.


CANTOR COMMERCIAL 2012-CCRE3: Fitch Affirms Bsf Rating on G Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed 11 classes of Cantor Commercial Real
Estate's COMM 2012-CCRE3 commercial mortgage pass-through
certificates.

KEY RATING DRIVERS

Stable Loss Projections: While overall expected losses remain in
line with issuance levels, Fitch is concerned about performance
declines within the five Fitch Loans of Concern (FLOCs; 32.4% of
the pool), in particular three of the loans secured by regional
malls that are within the top six loans in the pool.

The largest FLOC is the Solano Mall loan (10.57%), which is secured
by a 561,015-sf portion of a one million-sf regional mall located
in Fairfield, CA. The property is anchored by non-collateral
anchors Macy's and J.C. Penney. Sears, a non-collateral anchor,
vacated in July 2018. The property has been designated as a FLOC
due to refinance concerns. The loan matures in July 2022.

The second largest FLOC is the Crossgates Mall loan (9.72%), which
is secured by 1.3 million-sf portion of a 1.7 million-sf regional
mall located in Albany, NY. Property performance has been stable;
in-line sales improved in 2018, and property occupancy and cash
flow have been stable since issuance. Although there is limited
term risk for the loan as performance remains relatively stable,
there are potential refinance concerns at the loan's May 2022
maturity due to a substantial amount of outstanding debt on the
property.

The next largest FLOC is the Emerald Square Mall loan (6.69%),
which is secured by a 564,501-sf portion of a one million-sf
regional mall located in North Attleboro, MA. A recent site visit
by Fitch noted significant vacancy. Further, YE 2018 inline sales
were 325 psf. Fitch is concerned about the loan's ability to
refinance at its August 2022 maturity date due to performance
declines and weak anchors.

Additional FLOCs include 425 7th Street and 800 F Street (4.91%),
which is secured by a portfolio consisting of 138,374-sf of office
and retail space and nine multifamily units. The two properties are
located in the heart of the Penn Quarter in Washington, D.C. The
property's largest tenant, International Spy Museum (61% NRA),
vacated at its lease expiration in July 2018. The last remaining
FLOC is the Holiday Inn Express Conyers (0.51%), which is secured
by a 99-room limited service hotel located in Conyers, GA. The
performing specially serviced loan transferred to special servicing
in April 2019 when the borrower changed its flag from Holiday Inn
Express to Best Western Premier without prior consent of the
lender. The property reported a NOI debt service coverage ratio of
1.42x for annualized third-quarter 2018, compared with 1.44x at YE
2017.

Increased Credit Enhancement: Credit enhancement has increased
since issuance due to loan payoffs, additional defeasance and
continued amortization. As of the April 2019 distribution date, the
pool's aggregate balance paid down by 32.5% to $993 million from
$1.25 billion at issuance. Eight loans (12.7%) have been defeased.
Three loans (35.3%) are full-term interest only, including three
loans in the top 15. The remaining non-defeased loans are currently
amortizing.

Alternative Loss Considerations: To factor in upcoming refinance
concerns, Fitch performed an additional sensitivity scenario on the
Solano Mall, Crossgates Mall and Emerald Square Mall, which assumed
potential outsized losses of 15%, 15% and 40% on their respective
balloon balances. This scenario also factored in the liquidation of
the defeased collateral. The Negative Outlooks on classes E, F and
G reflect this scenario.

Concentration Concerns: Overall, retail properties collateralize
43% of the pool balance, including seven in the top 15. Four
regional malls (34.5%) are located within the top 15, all of which
are situated in secondary or tertiary markets with three designated
as FLOCs (27%). The pool is also concentrated by loan size, as the
top 15 loans represent 81.5% of the pool balance.

RATING SENSITIVITIES

The Negative Rating Outlooks assigned to classes E, F, and G,
primarily reflect concern over the regional mall concentration;
including concerns over the ability of the Sonoma Mall, Crossgates
Mall, and Emerald Square Mall to refinance at maturity. Fitch ran
additional sensitivity scenarios on these three regional malls; and
based on the results, classes E, F, and G could be subject to
future downgrades should these loans transfer to special servicing
or continue to underperform. Rating Outlooks for the senior classes
remain Stable due to the stable performance of the majority of the
remaining pool and continued expected amortization. Rating upgrades
may occur with improved pool performance and additional paydown or
defeasance.

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 the following ratings:

  -- $52.9 million class A-SB at 'AAAsf'; Outlook Stable;

  -- $564.9 million class A-3 at 'AAAsf'; Outlook Stable;

  -- $38 million class A-M at 'AAAsf'; Outlook Stable;

  -- $736.7 million* class X-A at 'AAAsf'; Outlook Stable;

  -- $24 million class B at 'AA-sf'; Outlook Stable;

  -- $8.5 million class C at 'Asf'; Outlook Stable;

  -- $150 million class PEZ at 'Asf'; Outlook Stable;

  -- $26.6 million class D at 'A-sf'; Outlook Stable;

  -- $43.8 million class E at 'BBB-sf'; Outlook Negative

  -- $21.9 million class F at 'BBsf'; Outlook Negative;

  -- $20.3 million class G at 'Bsf'; Outlook Negative.

  * Notional and interest-only

Fitch does not rate the class H and X-B certificates. Class A-1 and
A-2 have been paid in full. The class A-M, B and C certificates are
exchangeable with the class PEZ certificates and vice versa.


CD 2007-CD5: Moody's Lowers Rating on Class F Certs to Caa3
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings on four classes
and downgraded the ratings on two classes in CD 2007-CD5 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series
2007-CD5 as follows:

CL. D, Affirmed B1 (sf); previously on Mar 22, 2018 Upgraded to B1
(sf)

CL. E, Affirmed B3 (sf); previously on Mar 22, 2018 Affirmed B3
(sf)

CL. F, Downgraded to Caa3 (sf); previously on Mar 22, 2018 Affirmed
Caa2 (sf)

CL. G, Downgraded to C (sf); previously on Mar 22, 2018 Affirmed
Caa3 (sf)

CL. H, Affirmed C (sf); previously on Mar 22, 2018 Affirmed C (sf)

CL. J, Affirmed C (sf); previously on Mar 22, 2018 Affirmed C (sf)

RATINGS RATIONALE

The ratings on four principal and interest classes, Cl. D, Cl. E,
Cl. H and Cl. J, were affirmed because the ratings are consistent
with expected recovery of principal and interest from specially
serviced loans as well as losses from previously liquidated loans.
Nine loans representing 98% of the pool are currently in special
servicing and interest shortfalls have reached Cl. E.

The ratings on two P&I classes, Cl. F and Cl. G were downgraded due
to higher anticipated losses from specially serviced loans. Seven
loans, representing 67% of the pool balance, are already real
estate owned.

Moody's rating action reflects a base expected loss of 63% of the
current pooled balance, compared to 54% at Moody's last review.
Moody's base expected loss plus realized losses is now 8.9% of the
original pooled balance, compared to 8.5% 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 principal methodology used in these ratings was "Moody's
Approach to Rating Large Loan and Single Asset/Single Borrower
CMBS" published in July 2017.

Moody's analysis incorporated a loss and recovery approach in
rating the P&I classes in this deal since 98% of the pool is in
special servicing. In this approach, Moody's determines a
probability of default for each specially serviced 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 loans to the most junior classes and the recovery as a pay
down of principal to the most senior classes.

DEAL PERFORMANCE

As of the April 17, 2019 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $106.5
million from $2.1 billion at securitization. The certificates are
collateralized by 10 mortgage loans ranging in size from 1.3% to
24.1% of the pool.

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 6, compared to 8 at Moody's last review.

Forty three loans have been liquidated from the pool, resulting in
an aggregate realized loss of $119.5 million (for an average loss
severity of 37%). Nine loans, constituting 98% of the pool, are
currently in special servicing. The largest specially serviced loan
is the Versar Center Office Building Loan ($25.6 million -- 24.1%
of the pool), which is secured by a 217,396 square foot (SF)
suburban office property located in Springfield, Virginia, 14 miles
southwest of Washington DC. The loan transferred to special
servicing in October 2014 due to imminent default. As of September
2018, the property was 52% occupied, compared to 56% in September
2017, 64% in 2016 and 62% in 2015. The loan has been deemed
non-recoverable.

The second largest specially serviced loan is the Parkway Plaza
Loan ($24.6 million -- 23.2% of the pool), which is secured by a
262,624 SF power retail center located in Norman, Oklahoma, 20
miles south of the Oklahoma City CBD. The loan transferred to
special servicing in May 2016 for imminent default and is now REO.
The property is currently anchored by Ross Dress for Less, Bed Bath
& Beyond, Barnes and Noble, and Pet Smart. There was a Toys R Us
(12% of NRA) at this location which closed during 2018. The
property was 69% occupied as of September 2018, compared to 73% in
March 2017, and 90% in September 2016. There are 14 vacant suites,
including three that are each larger than 20,000 SF.

The third largest specially serviced loan is the Arlington Center
loan ($18.8 million -- 17.6% of the pool), which is secured by a
Class B+ suburban build-to-suit office building located in
Arlington, Texas. The property is 100% leased to JP Morgan Chase
Bank through September 2027 and is used as a call center. The loan
had an original maturity date in October 2017 and transferred to
special servicing in September 2017 due to imminent maturity
default. The tenant has announced plans to materially downsize
their space at the property. The loan has been deemed
non-recoverable.

The remaining six specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $67.1 million loss
for the specially serviced loans (65% expected loss on average).

The sole performing loan is the Fletcher Square Shopping Center
Loan ($2.4 million -- 2.2% of the pool), which is secured by a
44,969 SF retail property located in Dunbar, West Virginia. The
largest tenant, JoAnn Fabrics, occupies 15,060 SF or 38% of GLA and
has a lease expiration in January 2022. The property was 100%
leased as of December 2018, unchanged from the prior review. This
loan had an original anticipated repayment date (ARD) in October
2017. The borrower indicated they are in the process of seeking
refinancing to payoff the loan. Moody's LTV and stressed DSCR are
79% and 1.32X, respectively, compared to 82% and 1.26X at the last
review.

As of the April 17, 2019 remittance statement cumulative interest
shortfalls were $12.2 million. Moody's anticipates interest
shortfalls will continue because of the exposure to specially
serviced loans and/or modified loans. Interest shortfalls are
caused by special servicing fees, including workout and liquidation
fees, appraisal entitlement reductions (ASERs), loan modifications
and extraordinary trust expenses.


COMM 2013-CCRE9: Fitch Affirms Bsf Rating on $12.9MM Class F Certs
------------------------------------------------------------------
Fitch Ratings has affirmed 12 classes of Deutsche Bank Securities,
Inc.'s COMM 2013-CCRE9 commercial mortgage pass-through
certificates.

KEY RATING DRIVERS

Overall Stable Performance and Loss Projections: The overall pool
performance remains stable from issuance with minimal changes.
Fitch has identified 10 Fitch Loans of Concern (FLOCs); 24.5% of
the pool, including two specially serviced loans (2.9%).

Increased Credit Enhancement: As of the April 2019 distribution
date, the pool's aggregate balance has been reduced by 15.1% to
$1.1 billion from $1.3 billion at issuance. Four loans ($27.7
million) disposed since the last rating action; three loans ($21.4
million) repaid in full as expected; and a $6.3 million specially
serviced loan experienced higher than expected recoveries. Although
credit enhancement has increased, given the FLOCs and significant
retail/regional mall concentration, upgrades are not warranted. Six
loans comprising 19.2% of the pool are full interest-only and 18
loans representing 37.1% of the pool were partial interest-only and
have since exited their interest only period. The remaining 42
loans (43.7%) are amortizing.

Fitch Loans of Concern: Eight loans (10.4%) are on the servicer's
watchlist due to upcoming rollover, declining performance or issuer
performance hurdles, five of which (5.5%) were flagged as Fitch
Loans of Concern (FLOC). While not on the servicer's watchlist,
three regional malls, North Ridge Mall (7.2%), Valley Hills Mall
(5.6%) and Sarasota Square (3.5%) the largest, third, and 10th
largest loans, respectively, were flagged as FLOCs due to upcoming
rollover risk or declining performance. No retail properties in the
pool report complete or updated sales.

Northridge Mall, the largest loan, is secured by 1 million-sf
enclosed regional mall (587,484-sf collateral) located in Salinas,
CA. Non-collateral anchor tenants included Macy's and Sears.
Occupancy declined to approximately 84% at YE 2018 from 98% at YE
2017 due to the downsizing of the second largest tenant in addition
to the loss of several smaller tenants.

Valley Hills Mall, the third largest loan, is secured by 936,682-sf
regional mall (325,166-sf collateral) located in Hickory, NC. The
property is anchored by Belk, Sears, JCPenney and Dillard's, none
of which are part of the collateral. Occupancy declined to 74% at
YE 2017 from 90% at YE 2016 following the loss of large tenants.
Occupancy has since rebounded to 85% at YE 2018. However,
approximately 21% of the NRA expires in 2019.

Sarasota Square, the 10th largest loan, is a 1 million-sf regional
mall (512,849-sf collateral) located in Sarasota, FL, and anchored
by non-collateral tenant JCPenney. Former non-collateral tenants
Sears and Macy's vacated in 2017. Collateral occupancy declined to
81% at YE 2018 form 91.2% at YE 2017.

North Oaks (2.9%), the 12th largest loan and fourth largest FLOC,
is secured by a 448,740-sf power center located in Houston, TX.
Occupancy has been declining over the past several years: 69% (YE
2018), 80% (YE 2017) and 88% (YE 2016).

Raintree Apartments (2.3%), the largest specially serviced loan, is
secured by 504-unit multifamily property located in Tonawanda, NY.
The sponsor is being investigated for mortgage fraud in connection
with non-collateral properties. The loan is current. Another
smaller special serviced loan (0.5%) is in foreclosure. The loan is
secured by a fully vacant 59,000 sf retail building located in New
Orleans, LA.

Alternative Loss Considerations: Due to concerns of tenant loss,
lack of updated sales and potential further declines in
performance, Fitch performed an additional sensitivity scenario
that considered a potential outsized loss of 25% on the current
balance of the Valley Hills Mall loan, 50% on current balance of
the Sarasota Square loan and 30% on the current balance of the
North Oaks loan. The Negative Rating Outlooks on classes D, E and F
reflect this analysis.

Retail Concentration: The largest property-type concentration is
retail at approximately 39.4% of the pool of which 16.2% is
collateralized by three regional malls, all considered FLOCs, and
all in the top 15.

Maturity Concentration: All loans mature in 2023.

RATING SENSITIVITIES

The Negative Rating Outlooks on classes D, E and F reflect
potential rating downgrades due to the high retail concentration
(approximately 39.4%) and FLOCs (24.5%), three of which (16.2%) are
top 15 loans collateralized by regional loans with rollover
concerns and/or deteriorating performance. Rating downgrades are
possible if the performance of the FLOCs continues to decline. The
Rating Outlooks on classes A-2 through C remain Stable due to
increasing credit enhancement and expected continued paydown.
Future rating upgrades are expected to be limited based on the high
concentration of retail/mall properties; however, are possible with
improved pool performance and significant additional defeasance or
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 action.

Fitch has affirmed the following ratings and has revised Rating
Outlooks as indicated:

  -- $96.9 million class A-SB at 'AAAsf'; Outlook Stable;

  -- $88.8 million class A-3 at 'AAAsf'; Outlook Stable;

  -- $88.8 million class A-3FL at 'AAAsf'; Outlook Stable;

  -- $0 class A-3FX at 'AAAsf'; Outlook Stable;

  -- $436 million class A-4 at 'AAAsf'; Outlook Stable;

  -- $127.8 million class A-M at 'AAAsf'; Outlook Stable;

  -- $80.9 million class B at 'AA-sf'; Outlook Stable;

  -- $45.3 million class C at 'A-sf'; Outlook Stable;

  -- $50.1 million class D at 'BBB-sf'; Outlook to Negative from
Stable;

  -- $27.5 million class E at 'BBsf'; Outlook Negative;

  -- $12.9 million class F at 'Bsf'; Outlook Negative;

  -- $838.3 million class X-A at 'AAAsf'; Outlook Stable.

Classes A-1 and A-2 were repaid in full. Fitch does not rate the
class G or X-B certificates.


CPS AUTO 2018-1: DBRS Confirms BB(low) Rating on Class A Notes
--------------------------------------------------------------
DBRS, Inc. confirmed Class A Notes from CPS Auto Securitization
Trust 2018-1 at BB (low) (sf). The confirmation is a result of
performance trends and credit enhancement levels being sufficient
to cover DBRS's expected losses at the current rating level.

The ratings are based on DBRS's review of the following analytical
considerations:

-- Transaction capital structure, proposed ratings and form and
sufficiency of available credit enhancement.

-- The transaction parties' capabilities with regard to
origination, underwriting, and servicing.

-- Credit quality of the collateral pool and historical
performance.


CSMC 2019-ICE4: Moody's Assigns (P)B3 Rating on Class HRR Certs
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to nine
classes of CMBS securities, issued by CSMC 2019-ICE4, Commercial
Mortgage Pass-Through Certificates, Series 2019-ICE4:

Cl. A, Assigned (P)Aaa (sf)
Cl. X-CP*, Assigned (P)Aaa (sf)
Cl. X-NCP*, Assigned (P)Aaa (sf)
Cl. B, Assigned (P)Aa3 (sf)
Cl. C, Assigned (P)A3 (sf)
Cl. D, Assigned (P)Baa3 (sf)
Cl. E, Assigned (P)Ba3 (sf)
Cl. F, Assigned (P)B2 (sf)
Cl. HRR, Assigned (P)B3 (sf)

* Reflects interest-only classes

RATINGS RATIONALE

The certificates are collateralized by a single loan backed by a
first lien commercial mortgage related to a portfolio of 64
temperature controlled properties. The single borrower underlying
the mortgage is comprised of 26 special-purpose bankruptcy-remote
entities, each of which is wholly-owned and controlled, indirectly
or directly by Lineage Logistics Holdings, LLC.

Moody's approach to rating this transaction involved the
application of both its Large Loan and Single Asset/Single Borrower
CMBS methodology and our IO Rating methodology. The rating approach
for securities backed by a single loan compares the credit risk
inherent in the underlying collateral with the credit protection
offered by the structure. The structure's credit enhancement is
quantified by the maximum deterioration in property value that the
securities are able to withstand under various stress scenarios
without causing an increase in the expected loss for various rating
levels. In assigning single borrower ratings, Moody's also
considers a range of qualitative issues as well as the
transaction's structural and legal aspects.

The credit risk of loans is determined primarily by two factors: 1)
Moody's assessment of the probability of default, which is largely
driven by each loan's DSCR, and 2) Moody's assessment of the
severity of loss upon a default, which is largely driven by each
loan's LTV ratio.

The first mortgage balance of $2,350,000,000 represents a Moody's
LTV of 109.6%. The Moody's First Mortgage Actual DSCR is 2.37X and
Moody's First Mortgage Actual Stressed DSCR is 1.02X.

Loan collateral is comprised of the borrower's fee interest in 63
temperature-controlled properties and a leasehold interest in one
temperature-controlled property located within 22 states.
Construction dates range between 1971 and 2016 and reflect an
average age of 18.5 years.

Property subtypes based on Moody's facility classification include
Distribution/Port (36 properties; 57.5% of trailing twelve month
("TTM") net cash flow ("NCF"); 59.5% of total square footage),
Production Attached/ Advantaged (10 properties; 19.2% of TTM NCF;
14.8% of total square footage) and public warehouse (18 properties;
23.2% of TTM NCF; 25.7% of total square footage). Most of the
facilities are well-suited for their use, exhibiting a weighted
average clear height of 34.4 feet. For the twelve months up to
January 31, 2019, the portfolio's utilization rate was 77.7%.

Moody's analysis for temperature controlled portfolios
predominantly focuses on five main factors. These include the
assessment of (1) a facility's proximity to a Global Gateway
Industrial Market, agricultural and/or food producers, (2) Building
Size, (3) Functionality of a facility, (4) Property Subtype which
is categorized into three distinct subgroups mainly Public
Warehouse, Production Attached/Advantaged, and Distribution/Port
Facilities and (5) Utilization and Contracts with food producers,
pharmaceutical companies, manufactures and farmers. With respect to
the portfolio collateral, Moody's assessment of the portfolio's
value centers was positive with respect to facility size,
functionality metrics, and location.

Notable strengths of the transaction include: portfolio's
granularity, customer profile, functionality, geographic diversity,
and strong sponsorship.

Notable credit challenges of the transaction include: the high
Moody's LTV, operational intensive nature of the properties,
alternative use concerns, the loan's floating-rate and
interest-only mortgage loan profile, and certain credit negative
legal features.

Moody's rating approach considers sequential pay in connection with
a collateral release as a credit neutral benchmark. Although the
loans' release premium mitigates the risk of a ratings downgrade
due to adverse selection, the pro rata payment structure limits
ratings upgrade potential as mezzanine classes are prevented from
building enhancement. The benefit received from pooling through
cross-collateralization is also reduced.

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 class 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 approach for single borrower and large loan multi-borrower
transactions evaluates credit enhancement levels based on an
aggregation of adjusted loan level proceeds derived from Moody's
loan level LTV ratios. Major adjustments to determining proceeds
include leverage, loan structure, and property type. These
aggregated proceeds are then further adjusted for any pooling
benefits associated with loan level diversity, other concentrations
and correlations.

Moody's analysis considers the following inputs to calculate the
proposed IO rating based on the published methodology: original and
current bond ratings and credit estimates; original and current
bond balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

These ratings: (a) are based solely on information in the public
domain and/or information communicated to Moody's by the issuer at
the date it was prepared and such information has not been
independently verified by Moody's; (b) must be construed solely as
a statement of opinion and not a statement of fact or an offer,
invitation, inducement or recommendation to purchase, sell or hold
any securities or otherwise act in relation to the issuer or any
other entity or in connection with any other matter. Moody's does
not guarantee or make any representation or warranty as to the
correctness of any information, rating or communication relating to
the issuer. Moody's shall not be liable in contract, tort,
statutory duty or otherwise to the issuer or any other third party
for any loss, injury or cost caused to the issuer or any other
third party, in whole or in part, including by any negligence (but
excluding fraud, dishonesty and/or willful misconduct or any other
type of liability that by law cannot be excluded) on the part of,
or any contingency beyond the control of Moody's, or any of its
employees or agents, including any losses arising from or in
connection with the procurement, compilation, analysis,
interpretation, communication, dissemination, or delivery of any
information or rating relating to the issuer.

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 may
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously anticipated. Factors that may cause an
upgrade of the ratings include significant loan pay downs or
amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.

Moody's ratings address only the credit risks associated with the
transaction. Other non-credit risks have not been addressed and may
have a significant effect on yield to investors.


EATON VANCE 2019-1: Moody's Gives B3 Rating on $8MM Class F Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
notes issued by Eaton Vance CLO 2019-1, Ltd.

Moody's rating action is as follows:

  US$246,000,000 Class A-1 Senior Secured Floating Rate Notes
  due 2031 (the "Class A-1 Notes"), Definitive Rating Assigned
  Aaa (sf)

  US$14,000,000 Class A-2 Senior Secured Floating Rate Notes
  due 2031 (the "Class A-2 Notes"), Definitive Rating Assigned
  Aaa (sf)

  US$44,000,000 Class B Senior Secured Floating Rate Notes
  due 2031 (the "Class B Notes"), Definitive Rating Assigned
  Aa2 (sf)

  US$19,000,000 Class C Senior Secured Deferrable Floating Rate
  Notes due 2031 (the "Class C Notes"), Definitive Rating
  Assigned A2 (sf)

  US$24,250,000 Class D Senior Secured Deferrable Floating Rate
  Notes due 2031 (the "Class D Notes"), Definitive Rating
  Assigned Baa3 (sf)

  US$16,750,000 Class E Secured Deferrable Floating Rate
  Notes due 2031 (the "Class E Notes"), Definitive Rating
  Assigned Ba3 (sf)

  US$8,000,000 Class F Secured Deferrable Floating Rate Notes
  due 2031 (the "Class F Notes"), Definitive Rating Assigned
  B3 (sf)

The Class A-1 Notes, the Class A-2 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 its methodology.

Eaton Vance CLO 2019-1 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 eligible
investments, and up to 7.5% of the portfolio may consist of second
lien loans and unsecured loans. The portfolio is approximately 70%
ramped as of the closing date.

Eaton Vance Management 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. This deal does not incorporate an
interest diversion test which allows the deal to divert interest
proceeds to purchase additional assets during the reinvestment
period.

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: 65

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 3.25%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 47.5%

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.


FLAGSHIP CREDIT 2019-2: DBRS Gives Prov. BB Rating on Cl. E Notes
-----------------------------------------------------------------
DBRS, Inc. assigned provisional ratings to the following classes of
notes to be issued by Flagship Credit Auto Trust 2019-2 (the
Issuer):

-- $218,470,000 Class A Notes at AAA (sf)
-- $29,920,000 Class B Notes at AA (sf)
-- $39,310,000 Class C Notes at A (sf)
-- $31,630,000 Class D Notes at BBB (sf)
-- $19,660,000 Class E Notes at BB (sf)

The provisional ratings are based on a review by DBRS of the
following analytical considerations:

(1) Transaction capital structure, proposed ratings and form, and
sufficiency of available credit enhancement.

-- Credit enhancement is in the form of over-collateralization
(OC), subordination, amounts held in the reserve fund and excess
spread. Credit enhancement levels are sufficient to support the
DBRS-projected cumulative net loss assumption under various stress
scenarios.

(2) The ability of the transaction to withstand stressed cash flow
assumptions and repay investors according to the terms under which
they have invested. For this transaction, the ratings address the
timely payment of interest on a monthly basis and the payment of
principal by the legal final maturity date.

(3) The consistent operational history of Flagship Credit
Acceptance LLC (Flagship) and the strength of the overall company
and its management team.

-- The Flagship senior management team has considerable experience
and a successful track record within the auto finance industry

(4) The capabilities of Flagship with regard to originations,
underwriting, and servicing.

-- DBRS has performed an operational review of Flagship and
considers the entity to be an acceptable originator and servicer of
subprime automobile loan contracts with an acceptable backup
servicer.

(5) DBRS exclusively used the static pool approach because Flagship
has enough data to generate a sufficient amount of static pool
projected losses.

-- DBRS was conservative in the loss forecast analysis that was
performed on the static pool data and no seasoning was given to
this collateral.

(6) Flagship has indicated that it may be subject to various
consumer claims and litigation seeking damages and statutory
penalties. Some litigation against Flagship could take the form of
class action complaints by consumers. However, Flagship has
indicated that there is no material pending or threatened
litigation.

(7) The Board of Directors of FC Holdco LLC extended an offer of
employment to Mr. Robert Hurzeler to be the company's Chief
Executive Officer (CEO) and to join the Board. Mr. Hurzeler,
currently Executive Vice President and Chief Operating Officer of
OneMain Holdings, Inc., accepted the offer and are expected to join
FC Holdco LLC on or about June 3, 2019. The Board is currently in
discussions with its current CEO, Mr. Michael Ritter, regarding an
ongoing role with FC Holdco LLC.

(8) The legal structure and presence of legal opinions that will
address the true sale of the assets to the Issuer, the
non-consolidation of the special-purpose vehicle with Flagship,
that the trust has a valid first-priority security interest in the
assets and the consistency with the DBRS "Legal Criteria for U.S.
Structured Finance."

Flagship is an independent full-service automotive financing and
servicing company that provides (1) financing to borrowers who do
not typically have access to prime credit-lending terms for the
purchase of late-model vehicles and (2) refinancing of existing
automotive financing.

The rating on the Class A Notes reflects the 37.10% of initial hard
credit enhancement provided by the subordinated notes in the pool
(35.25%), the Reserve Account (1.00%) and OC (0.85%). The ratings
on Class B, Class C, Class D, and Class E Notes reflect 28.35%,
16.85%, 7.60% and 1.85% of initial hard credit enhancement,
respectively. Additional credit support may be provided from excess
spread available in the structure.


FLAGSHIP CREDIT 2019-2: S&P Assigns BB- (sf) Rating to Cl. E Notes
------------------------------------------------------------------
S&P Global Ratings assigned its ratings to Flagship Credit Auto
Trust 2019-2's automobile receivables-backed notes.

The note issuance is an asset-backed securities transaction backed
by subprime auto loan receivables.

The ratings reflect:

-- The availability of approximately 44.8%, 38.9%, 30.5%, 23.9%,
and 20.3% credit support (including excess spread) for the class A,
B, C, D, and E notes, respectively, based on stressed cash flow
scenarios. These credit support levels provide coverage of
approximately 3.50x, 3.00x, 2.30x, 1.75x, and 1.40x S&P's
12.25%-12.75% expected cumulative net loss (CNL) range for the
class A, B, C, D, and E notes, respectively. These break-even
scenarios cover total cumulative gross defaults (using a recovery
assumption of 40%) of approximately 75%, 65%, 51%, 40%, and 34%.

-- The timely interest and principal payments made under stressed
cash flow modeling scenarios that are appropriate to the assigned
ratings.

-- The expectation that under a moderate ('BBB') stress scenario,
all else being equal, S&P's ratings on the class A and B notes
would not be lowered by more than one rating category from its 'AAA
(sf)' and 'AA (sf)' ratings, respectively, throughout the
transaction's life. Similarly, S&P expects that its ratings on the
class C and D notes would not be lowered more than two rating
categories from its 'A (sf)' and 'BBB (sf)' ratings, respectively.
The rating on the class E notes would remain within two rating
categories of S&P's 'BB- (sf)' rating within the first year, but
the class would eventually default under the 'BBB' stress scenario
after receiving 40%-50% of its principal." The above rating
movements are within the one-category rating tolerance for 'AAA'
and 'AA' rated securities during the first year and three-category
tolerance over three years; a two-category rating tolerance for
'A', 'BBB', and 'BB' rated securities during the first year; and a
three-category tolerance for 'A' and 'BBB' rated securities over
three years. 'BB' rated securities may default under a 'BBB' stress
scenario. These parameters are in accordance with "Methodology:
Credit Stability Criteria," May 3, 2010.

-- The credit enhancement in the form of subordination,
overcollateralization, a reserve account, and excess spread.

-- The characteristics of the collateral pool being securitized.

-- The transaction's payment and legal structures.

  RATINGS ASSIGNED

  Flagship Credit Auto Trust 2019-2

  Class      Rating       Type           Interest        Amount
                                         Rate (%)       (mil. $)

  A          AAA (sf)     Senior            2.83          218.47
  B          AA (sf)      Subordinate       2.92           29.92
  C          A (sf)       Subordinate       3.09           39.31
  D          BBB (sf)     Subordinate       3.53           31.63
  E          BB- (sf)     Subordinate       4.52           19.66


FREDDIE MAC 2019-2: DBRS Gives (P)B Rating on $96MM Class M Certs
-----------------------------------------------------------------
DBRS, Inc. assigned a provisional rating to the following
Mortgage-Backed Security, Series 2019-2 (the Certificate) issued by
Freddie Mac Seasoned Credit Risk Transfer Trust, Series 2019-2 (the
Trust):

-- $96.4 million Class M at B (low) (sf)

The B (low) (sf) rating on the Certificate reflects 6.25% of credit
enhancement provided by subordinated certificates in the pool.

Other than the specified class above, DBRS does not rate any other
classes in this transaction.

This transaction is a securitization of a portfolio of seasoned,
re-performing first-lien residential mortgages funded by the
issuance of the certificates, which are backed by 12,406 loans with
a total principal balance of $2,410,784,756 as of the Cut-Off Date
(March 31, 2019).

The mortgage loans were either purchased by Freddie Mac from
securitized Freddie Mac Participation Certificates or retained by
Freddie Mac in whole-loan form since their acquisition. The loans
are currently held in Freddie Mac's retained portfolio and will be
deposited into the Trust on the Closing Date (May 15, 2019).

Of the portfolio's loans, 100% are modified. Each mortgage loan was
modified under either the government-sponsored enterprise (GSE)
Home Affordable Modification Program (HAMP) or GSE non-HAMP
modification programs. Within the pool, 5,771 mortgages have
forborne principal amounts as a result of a modification, which
equates to 12.5% of the total unpaid principal balance as of the
Cut-Off Date. For 87.1% of the modified loans, the modifications
happened more than two years ago. The loans are approximately 147
months seasoned, and all are current as of the Cut-Off Date.
Furthermore, 61.8% of the mortgage loans have been zero times 30
days delinquent for at least the past 24 months under the Mortgage
Bankers Association delinquency methods. There are 20 loans that
are subject to the Consumer Financial Protection Bureau's Qualified
Mortgage (QM) rules and are designated as Temporary QM-Safe Harbor,
according to the third-party due diligence results. Additionally,
there are 93 loans whose QM status is not available; DBRS assumed
these loans to be non-QM.

The mortgage loans will be serviced by Select Portfolio Servicing,
Inc. There will not be any advancing of delinquent principal or
interest on any mortgages by the Servicer; however, the Servicer is
obligated to advance to third parties any amounts necessary for the
preservation of mortgaged properties or real estate¬-owned
properties acquired by the Trust through foreclosure or a loss
mitigation process.

Freddie Mac will serve as the Sponsor, Seller and Trustee of the
transaction, as well as Guarantor of the senior certificates (the
Class HT, Class HA, Class HB, Class HV, Class HZ, Class MT, Class
MA, Class MB, Class MV, Class MZ, Class M55D, Class M55E, Class
M55G and Class M55I certificates). Wilmington Trust National
Association (Wilmington Trust; rated A (high) with a Positive trend
by DBRS) will serve as the Trust Agent. Wells Fargo Bank, N.A.
(rated AA with a Stable trend by DBRS) will serve as the Custodian
for the Trust. U.S. Bank National Association (rated AA (high) with
a Stable trend by DBRS) will serve as the Securities Administrator
for the Trust and will act as Paying Agent, Registrar, Transfer
Agent, and Authenticating Agent.

Freddie Mac, as the Seller, will make certain representations and
warranties (R&Ws) with respect to the mortgage loans. It will be
the only party from which the Trust may seek indemnification (or in
certain cases, a repurchase) as a result of a breach of R&Ws. If a
breach review trigger occurs during the warranty period, the Trust
Agent, Wilmington Trust, will be responsible for the enforcement of
R&Ws. The warranty period will only be effective through May 13,
2022 (approximately three years from the Closing Date), for
substantially all R&Ws other than the real estate mortgage
investment conduit R&Ws, which will not expire.

The mortgage loans will be divided into three loan groups: Group H,
Group M, and Group M55. The Group H loans (7.7% of the pool) were
subject to step-rate modifications. Group M loans (85.7% of the
pool) and Group M55 loans (6.6% of the pool) were subject to either
fixed-rate modifications or step-rate modifications that have
reached their final step dates as of February 28, 2019, and the
borrowers have made at least one payment after such loans reached
their final step dates as of the Cut-Off Date. Each Group M loan
has a mortgage interest rate less than or equal to 5.5% or has
forbearance. Each Group M55 loan has a mortgage interest rate
greater than 5.5% and has no forbearance. Principal and interest
(P&I) on the senior certificates (the Guaranteed Certificates) will
be guaranteed by Freddie Mac. The Guaranteed Certificates will be
backed by collateral from each group, respectively. The remaining
certificates (including the subordinate, non-guaranteed,
interest-only mortgage insurance and residual certificates) will be
cross-collateralized among the three groups.

The transaction employs a pro rata pay cash flow structure among
the senior group certificates with a sequential-pay feature among
the subordinate certificates. Certain principal proceeds can be
used to cover interest shortfalls on the rated Class M
certificates. Senior classes benefit from guaranteed P&I payments
by the Guarantor, Freddie Mac; however, such guaranteed amounts, if
paid, will be reimbursed to Freddie Mac from the P&I collections
prior to any allocation to the subordinate certificates. The senior
principal distribution amounts vary subject to the satisfaction of
a step-down test. Realized losses are allocated sequentially in
reverse order.

The rating reflects transactional strengths that include underlying
assets that have generally performed well through the crisis (61.8%
of the pool has remained consistently current in the past 24
months). Additionally, a third-party due diligence review, albeit
on less than 100% of the portfolio with respect to regulatory
compliance and payment histories, was performed on a sample that
exceeds DBRS's criteria. The due diligence results and findings on
the sampled loans were satisfactory.

This transaction employs a weak R&W framework that includes a
36-month sunset without an R&W reserve account, substantial
knowledge qualifiers and fewer mortgage loan representations
relative to DBRS's criteria for seasoned pools. In addition, a
breach review trigger for loans that are 180 days or more
delinquent (delinquency review trigger) that existed in previous
securitizations has been removed from this transaction. DBRS
increased loss expectations from the model results to capture the
weaknesses in the R&W framework. Other mitigating factors include
(1) significant loan seasoning and very clean performance history
in the past two years, (2) Freddie Mac as the R&W provider and (3)
a satisfactory third-party due diligence review.

The lack of P&I advances on delinquent mortgages may increase the
possibility of periodic interest shortfalls to the noteholders;
however, certain principal proceeds can be used to pay interest to
the rated Certificate, and subordination levels are greater than
expected losses, which may provide for interest payments to the
rated Certificate.


FREDDIE MAC 2019-2: Fitch Rates $96.43MM Class M Certs 'B-sf'
-------------------------------------------------------------
Fitch Ratings rates Freddie Mac's risk-transfer transaction,
Seasoned Credit Risk Transfer Trust Series 2019-2 as follows:

  -- $96,431,000 class M certificates 'B-sf'; Outlook Stable.

Fitch will not be rating the following classes:

  -- $166,254,000 class HT exchangeable certificates;

  -- $124,690,000 class HA certificates;

  -- $41,564,000 class HB exchangeable certificates;

  -- $20,782,000 class HV certificates;

  -- $20,782,000 class HZ certificates;

  -- $1,855,361,000 class MT exchangeable certificates;

  -- $1,391,521,000 class MA certificates;

  -- $463,840,000 class MB exchangeable certificates;

  -- $231,920,000 class MV certificates;

  -- $231,920,000 class MZ certificates;

  -- $142,064,000 class M55D certificates;

  -- $142,064,000 class M55E exchangeable certificates;

  -- $142,064,000 class M55G exchangeable certificates;

  -- $25,829,818 class M55I notional exchangeable certificates;

  -- $150,674,756 class B certificates;

  -- $2,163,679,000 class A-IO notional certificates;

  -- $247,105,756 class B-IO notional certificates;

  -- $150,674,756 class BX exchangeable certificates;

  -- $150,674,756 class BBIO exchangeable certificates;

  -- $150,674,756 class BXS exchangeable certificates.

The 'B-sf' rating for the M certificates reflects the 6.25%
subordination provided by the class B.

SCRT 2019-2 represents Freddie Mac's 11th seasoned credit risk
transfer transaction issued. SCRT 2019-2 consists of three
collateral groups backed by 12,406 seasoned performing and
re-performing mortgages, with a total balance of approximately
$2.41 billion, of which $301.6 million, or 12.5%, was in
non-interest-bearing deferred principal amounts as of the cutoff
date. The three collateral groups represent loans that have
additional interest rate increases outstanding due to the terms of
the modification, and those that are expected to remain fixed for
the remainder of the term. Among the loans that are fixed, the
groups are further distinguished by loans that include a portion of
principal forbearance as well as the interest rate on the loans.
The distribution of principal and interest and loss allocations to
the rated note is based on a senior subordinate, sequential
structure.

KEY RATING DRIVERS

Distressed Performance History (Negative): The collateral pool
comprises primarily peak-vintage re-performing loans (RPLs), all of
which have been modified. Roughly 62% of the pool has been paying
on time for the past 24 months, per the Mortgage Bankers
Association (MBA) methodology, and none of the loans have
experienced a delinquency within the past 12 months. The pool has a
weighted average (WA) sustainable loan to value ratio (sLTV) of
85.5%, and the WA model FICO score is 675.

Low Operational Risk (Positive): Fitch considers this transaction
to have low operational risk. Federal Home Loan Mortgage Corp.
(FHLMC or Freddie Mac) has an established track record in
residential mortgage activities and has an 'Above Average'
aggregator assessment from Fitch. The transaction also benefits
from Select Portfolio Servicing, Inc. as the named servicer for
this transaction, which is rated 'RPS1-' and 'RSS1-' for primary
and special servicing functions. In the aggregate, the operational
assessments were a net benefit to the transaction at the 'B-sf'
rating stress of approximately 40bps.

Interest Payment Risk (Negative): In Fitch's timing scenarios, the
M class incurs temporary shortfalls in the 'B-sf' rating category
but is ultimately repaid prior to maturity of the transaction. The
difference between Fitch's expected loss and the credit enhancement
on the rated classes is due to the repayment of interest deferrals.
Interest to the rated class is subordinated to the senior bonds as
well as repayments made to Freddie Mac for prior payments on the
senior classes. Timely payments of interest are also at potential
risk as principal collections on the underlying loans can only be
used to repay interest shortfalls on the rated classes after the
balance of the senior classes is paid off. This results in an
extended period until potential shortfalls are ultimately repaid in
Fitch's stress scenarios.

Representation Framework (Negative): Fitch considers the
representation, warranty and enforcement (RW&E) mechanism construct
for this transaction as weaker than that of other Fitch-rated RPL
deals. The weakness is due to the exclusion of a number of reps
that Fitch views as consistent with a full framework as well as the
limited diligence that may have otherwise acted as a mitigant.
Additionally, Freddie Mac as rep provider will only be obligated to
repurchase a loan, pay an indemnity loss amount or cure the
material breach prior to May 13, 2022. However, Fitch believes that
the defect risk is lower relative to other RPL transactions because
the loans were subject to Freddie Mac's loan-level review process
in place at the time the loan became delinquent. Therefore, Fitch
treated the construct as Tier 3 and increased its 'B-sf' expected
loss expectations by 20bps to account for the weaknesses in the
reps.

Sequential-Pay Structure (Positive): Once the initial CE of the
senior bonds has reached the target amount and if all performance
triggers are passing, principal is allocated pro rata among the
senior and subordinate classes with the most senior-subordinate
bond receiving the full subordinate share. This structure is a
positive to the rated class as it results in a faster paydown and
allows them to receive principal earlier than under a fully
sequential structure. However, to the extent any of the performance
triggers are failing, principal is distributed sequentially to the
senior classes until triggers pass or the senior classes are paid
in full.

No Servicer P&I Advances (Mixed): The servicer will not advance
delinquent monthly payments of P&I, which reduces liquidity to the
trust. However, as P&I advances made on behalf of loans that become
delinquent and eventually liquidate reduce liquidation proceeds to
the trust, the loan-level loss severities (LS) are less for this
transaction than for those where the servicer is obligated to
advance P&I. Structural provisions and cash flow priorities,
together with increased subordination, provides for ultimate
payment of interest to the rated class.

Third-Party Due Diligence Review (Negative): Third-party due
diligence was conducted on a statistically random sample of
approximately 18% of the transaction. The review was performed by a
TPR firm assessed as 'Acceptable - Tier 1' by Fitch. Approximately
9% of the sample received a diligence grade of 'C' or 'D' for
regulatory compliance exceptions; about one-third of these
exceptions are due to missing final documentation that prevented
conclusive testing of predatory lending. Fitch adjusted its 'B-sf'
loss expectations by less than 5bps to account for loans that could
not be tested; however, it is expected that most of these loans
would not be in violation if the testing can be completed.

CRITERIA APPLICATION

Fitch analyzed the transaction in accordance with its criteria, as
described in its October 2018 report, "U.S. RMBS Rating Criteria."
This incorporates a review of the aggregator's lending platforms,
as well as an assessment of the transaction's R&W and due diligence
results, which were found to be consistent with the ratings
assigned to the bonds.

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 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.

This defined stress sensitivity analysis demonstrates how the
ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10.0%, 20.0% and 30.0%, in addition to the
model projected 11.6% at the 'B-sf' level. The analysis indicates
that there is some potential rating migration with higher MVDs,
compared with the model projection.

Fitch also conducted defined rating sensitivities that determine
the stresses to MVDs that would reduce a rating by one full
category, to non-investment grade, and to 'CCCsf'. For example,
additional MVDs of 4% would potentially move the 'B-sf' rated class
down to 'CCCsf' respectively.

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

Fitch was provided with due diligence information from the
third-party diligence provider. The due diligence focused on
regulatory compliance, pay history, the presence of key documents
in the loan file and data integrity on a sample of the loans in the
pool. Additionally, an updated tax and title search was conducted
on all of the loans in the transaction. Fitch received
certifications indicating that the loan-level due diligence was
conducted in accordance with Fitch's published standards. The
certifications also stated that the company performed its work in
accordance with the independence standards, per Fitch's criteria,
and that the due diligence analysts performing the review met
Fitch's criteria of minimum years of experience. Fitch considered
this information in its analysis and based on the findings, Fitch
made the following adjustments:

Fitch made an adjustment on 117 loans that were subject to federal,
state and/or local predatory testing. The loans contained material
violations, including an inability to test for high-cost violations
or confirm compliance, which could expose the trust to potential
assignee liability. These loans were marked as "indeterminate."
Typically, the HUD issues are related to missing the final HUD,
illegible HUDs, incomplete HUDs due to missing pages or only having
estimated HUDs where the final HUD1 was not used to test for
high-cost loans. To mitigate this risk, Fitch assumed a 100% LS for
loans in the states that fall under Freddie Mac's "do not purchase"
list of high cost or "high risk." Fifteen loans were affected by
this approach. For the remaining 97 loans, where the properties are
not located in the states that fall under Freddie Mac's do not
purchase list, the likelihood of all loans being high cost is
lower. However, Fitch assumes the trust could potentially incur
additional legal expenses. Fitch increased its LS expectations by
5% for these loans to account for the risk.


GOLD KEY 2014-A: DBRS Confirms BB(high) Rating on Class C Debt
--------------------------------------------------------------
DBRS, Inc. confirmed the ratings on the Series 2014-A, Class A; the
Series 2014-A, Class B; and the Series 2014-A, Class C securities
issued by Gold Key Resorts 2014-A, LLC, an asset-backed security
transaction, at A (sf), BBB (sf) and BB (high) (sf), respectively.
Performance trends of the securities are such that credit
enhancement levels are sufficient to cover DBRS loss expectations
at their current respective rating levels.

The ratings are based on DBRS's review of the following analytical
considerations:

-- Transaction capital structure, current ratings and form and
sufficiency of available credit enhancement.

-- The transaction parties' capabilities with regard to
origination, underwriting, and servicing.

-- The credit quality of the collateral pool and historical
performance.

The Ratings are:

Debt       Action       Rating
----       ------       ------
Class A    Confirmed    A
Class B    Confirmed    BBB
Class C    Confirmed    BB(high)


GRAMERCY REAL 2005-1: Fitch Affirms Csf Rating on Class J Debt
--------------------------------------------------------------
Fitch Ratings has affirmed two classes of Gramercy Real Estate CDO
2005-1, Ltd./LLC (Gramercy 2005-1).

KEY RATING DRIVERS

The default of the remaining two rated classes is considered
inevitable; all classes have negative credit enhancement. The
balance of the most senior outstanding class is $66.7 million while
the remaining collateral par balance is only $13.9 million. The
collateralized debt obligation is undercollateralized by more than
$216 million.

The transaction is highly concentrated with only two CMBS bonds
remaining, both of which are considered distressed with de minimis
recoveries expected.

Further, class J is now the senior class and therefore requires
timely payment of interest. Available interest and/or principal
proceeds from the underlying collateral are not expected to be
sufficient to cover the class's next interest obligation.

Since the last rating action in May 2018, classes G and H have paid
in full. The CDO received total pay down of approximately $34.8
million from paydown/amortization of the four CMBS bonds in the
deal at the last rating action. The balances of classes J and K
have increased over the year due to capitalized interest.

Gramercy 2005-1 is a commercial real estate CDO managed by
CWCapital Investments LLC, which became the successor collateral
manager in March 2013.

Class J (385000AK0); LT Csf Affirmed
  
Class K (385000AL8); LT Csf Affirmed


GREAT LAKES 2019-1: S&P Assigns BB- (sf) Rating to Class E Notes
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Great Lakes CLO 2019-1
Ltd.'s floating-rate loan and notes.

The note issuance is collateralized loan obligation (CLO)
transaction backed by primarily of speculative-grade (rated 'BB+'
and lower) senior secured term loans that are governed by
collateral quality tests.

The ratings reflect:

  -- The diversified collateral pool.

  -- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

  -- The collateral manager's experienced team, which can affect
the performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

  -- The transaction's legal structure, which is expected to be
bankruptcy remote.

RATINGS ASSIGNED
Great Lakes CLO 2019-1 Ltd./Great Lakes CLO 2019-1 LLC

Class                  Rating       Amount (mil. $)
A                      AAA (sf)               57.18
A-L loan               AA (sf)               154.10
A-L note               AA (sf)                 8.11
B                      AA (sf)                11.61
C (deferrable)         A (sf)                 28.00
D (deferrable)         BBB- (sf)              22.75
E (deferrable)         BB- (sf)               24.75
Subordinated notes     NR                     45.60

NR--Not rated.


GREAT LAKES 2019-1: S&P Assigns BB- (sf) Rating to Class E Notes
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Great Lakes CLO 2019-1
Ltd.'s floating-rate loan and notes.

The note issuance is collateralized loan obligation (CLO)
transaction backed by primarily of speculative-grade (rated 'BB+'
and lower) senior secured term loans that are governed by
collateral quality tests.

The ratings reflect:

-- The diversified collateral pool.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is expected to be
bankruptcy remote.

  RATINGS ASSIGNED
  Great Lakes CLO 2019-1 Ltd./Great Lakes CLO 2019-1 LLC

  Class                  Rating       Amount (mil. $)
  A                      AAA (sf)               57.18
  A-L loan               AA (sf)               154.10
  A-L note               AA (sf)                 8.11
  B                      AA (sf)                11.61
  C (deferrable)         A (sf)                 28.00
  D (deferrable)         BBB- (sf)              22.75
  E (deferrable)         BB- (sf)               24.75
  Subordinated notes     NR                     45.60

  NR--Not rated.


GSAA HOME 2007-7: Moody's Reviews 'B1' on 1A2 Debt for Upgrade
--------------------------------------------------------------
Moody's Investors Service has placed the ratings of three tranches
from GSAA Home Equity Trust 2007-7 on review for upgrade. The
collateral backing this transaction consists of Alt-A mortgage
loans.

The complete rating actions are as follows:

Issuer: GSAA Home Equity Trust 2007-7

Cl. 1A2, B1 (sf) Placed Under Review for Possible Upgrade;
previously on Apr 29, 2016 Upgraded to B1 (sf)

Cl. 2A1, Ba3 (sf) Placed Under Review for Possible Upgrade;
previously on Apr 29, 2016 Upgraded to Ba3 (sf)

Cl. A4, B1 (sf) Placed Under Review for Possible Upgrade;
previously on Apr 29, 2016 Upgraded to B1 (sf)

RATINGS RATIONALE

Its actions reflect the discovery of an error in the prior ratings
analysis for this transaction. In previous rating actions, the
cash-flow model set the Class 2A1 coupon to a fixed rate, higher
than the actual coupon. This resulted in projected interest
shortfalls on the bond and decreased cash flow to other bonds in
the transaction due to the cross-collateralization of interest
between the two collateral groups. During the review, it will
update the cash-flow model to reflect the bond's correct coupon and
assess the impact on the cash-flow to the bonds. The actions also
reflect the recent performance and Moody's updated loss
expectations on the underlying pools.

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

The Credit Rating for GSAA Home Equity Trust 2007-7, Cl. 1A2, Cl.
2A1, and Cl. A4 were assigned in accordance with Moody's existing
methodology entitled " US RMBS Surveillance Methodology" date
published in February 2019. Please note that on May 8, 2019 Moody's
released a Request for Comment, in which it has requested market
feedback on the use of an updated version of third-party cash flow
modeling software for certain structured finance asset classes. If
the revised update is implemented as proposed, the Credit Rating on
GSAA Home Equity Trust 2007-7, Cl. 1A2, Cl. 2A1, and Cl. A4 may be
negatively or positively affected. The final rating outcome will
overlay qualitative judgments and considerations such as
performance to date and structural features.

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 3.6% in April 2019 from 3.9% in April
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. Finally, performance of RMBS continues to remain
highly dependent on servicer procedures. Any changes resulting from
servicing transfers, or other policy or regulatory shifts can
impact the performances of these transactions.


HERTZ VEHICLE 2019-2: DBRS Gives Prov. BB Rating on Class D Notes
-----------------------------------------------------------------
DBRS, Inc. assigned the following provisional ratings to the
medium-term notes to be issued by Hertz Vehicle Financing II LP:

-- Series 2019-2, Class A Notes at AAA (sf)
-- Series 2019-2, Class B Notes at A (sf)
-- Series 2019-2, Class C Notes at BBB (sf)
-- Series 2019-2, Class D Notes at BB (sf)

The ratings are based on a review by DBRS of the following
analytical considerations:

-- Transaction capital structure, proposed ratings and form and
sufficiency of available credit enhancement.

-- Credit enhancement in the transaction is dynamic depending on
the composition of the vehicles in the fleet and certain market
value tests.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay investors according to the terms under which
they have invested. For this transaction, the ratings address the
timely payment of interest on a monthly basis and principal by the
legal final maturity date.

-- The transaction parties' capabilities to effectively manage
rental car operations and dispose of the fleet to the extent
necessary.

-- Collateral credit quality and residual value performance.

-- The legal structure and its consistency with the DBRS "Legal
Criteria for U.S. Structured Finance" methodology, the presence of
legal opinions (to be provided) that address the treatment of the
operating lease as a true lease, the non-consolidation of the
special-purpose vehicles with the Hertz Corporation and its
affiliates and that the trust has a valid first-priority security
interest in the assets.


HERTZ VEHICLE 2019-2: Fitch to Rate $25.8MM Class D Notes 'BB'
--------------------------------------------------------------
Fitch Ratings expects to assign the following ratings and Outlooks
to the series 2019-2 ABS notes issued by Hertz Vehicle Financing II
LP (HVF II):

HVF II, Series 2019-2

-- $307,480,000 class A notes 'AAAsf'; Outlook Stable;

-- $70,801,000 class B notes 'Asf'; Outlook Stable;

-- $21,719,000 class C notes 'BBBsf'; Outlook Stable;

-- $25,872,000 class D notes 'BBsf'; Outlook Stable;

-- $TBD class RR notes 'NRsf'.

KEY RATING DRIVERS

Transaction Analysis: Fitch analyzed the structural features
present in the series, including monthly mark-to-market vehicle
value tests and minimum monthly vehicle depreciation, by stressing
the liquidation timing, vehicle depreciation, disposition losses
and expected carrying costs of the transaction at various rating
levels to determine an expected loss level (ELL) for each rating
category. Credit enhancement (CE) consists of subordination,
letter(s) of credit and dynamic over-collateralization (OC) that
will shift according to the fleet mix. The levels for the series
cover or are well within the range of Fitch's maximum and minimum
ELL for each class under the respective ratings.

Collateral Analysis - Diverse Vehicle Fleet: HVF II's fleet is
deemed diverse under Fitch's criteria due to the high degree of the
manufacturer, model, segment and geographic diversification in the
Hertz, Dollar and Thrifty rental fleets. Concentration limits,
based on a number of characteristics, are present to help mitigate
risks related to overconcentration. Original Equipment
Manufacturers (OEMs) with PV concentrations in HVF II have all
improved their financial position in recent years and are well
positioned to meet repurchase agreement obligations. As of the
cutoff date, 97.3% of the fleet is from OEMs with an
investment-grade Issuer Default Rating (IDR).

Vehicle Value Risks - Fluctuating Fleet Performance: Depreciation
experience within Hertz's fleet has been volatile since 2014 for
risk vehicles and remains elevated due to weak wholesale values for
compact cars, a segment that comprises the significant majority of
the HVF II fleet. Despite this, vehicle disposition losses have
been minimal for both risk and program vehicles and depreciation
for 2018 were relatively less volatile than recent years.

Adequate Fleet Servicer and Fleet Management: Hertz is deemed an
adequate servicer and administrator, as evidenced by its historical
fleet management and securitization performance to date. Sagent
Auto, LLC, which is wholly owned by Fiserv, Inc., is the backup
disposition agent, while Lord Securities Corporation (Lord
Securities) is the backup administrator.

Legal Structure Integrity: The legal structure of the transaction
provides that a bankruptcy of Hertz would not impair the timeliness
of payments on the securities.

Macroeconomic and Auto Industry Risks: The economic environment and
state of the travel and auto industries and the wholesale vehicle
market can have a material impact on the ratings. Fitch took these
risks into consideration as well as future expectations and their
impact on a transaction when deriving the ELL for this series.


HILDENE TRUPS 2019-2: Moody's Rates $32MM Class C Notes 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has assigned ratings to four classes of
notes issued by Hildene TruPS Securitization 2019-2, Ltd.

Moody's rating action is as follows:

  US$235,500,000 Class A-1 Senior Secured Floating Rate Notes due
  2039 (the "Class A-1 Notes"), Definitive Rating Assigned  
  Aa2 (sf)

  US$72,625,000 Class A-2 Senior Secured Floating Rate Notes
  due 2039 (the "Class A-2 Notes"), Definitive Rating Assigned
  Aa3 (sf)

  US$15,000,000 Class B Mezzanine Secured Deferrable Floating
  Rate Notes due 2039 (the "Class B Notes"), Definitive Rating
  Assigned Baa2 (sf)

  US$32,000,000 Class C Junior Secured Deferrable Floating Rate
  Notes due 2039 (the "Class C Notes"), Definitive Rating Assigned

  Ba3 (sf)

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

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CDO's portfolio and structure as
described in its methodology, as well as the correction of a prior
error.

Hildene 2019-2 is a static cash flow TruPS CDO. The issued notes
will be collateralized primarily by a portfolio of (1) trust
preferred securities and subordinated notes issued by US community
banks and their holding companies and (2) TruPS, senior notes and
surplus notes issued by insurance companies and their holding
companies. The portfolio is 100% ramped as of the closing date.

Hildene Structured Advisors, LLC 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
or credit risk securities. The transaction prohibits any asset
purchases or substitutions at any time.

In addition to the Rated Notes, the Issuer issued 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. The transaction also includes an
interest diversion feature beginning on the May 2027 payment date
whereby 60% of the interest at a junior step in the priority of
interest payments is used to pay the principal on the Class A-1
Notes until paid in full, then to pay principal on the Class A-2
notes.

The portfolio of this CDO consists of (1) TruPS and subordinated
notes issued by 57 US community banks and (2) TruPS, senior notes
and surplus notes issued by six insurance companies, 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 RiskCalc, 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 assesses the default probability of
insurance company obligors that do not have public ratings through
credit assessments provided by its insurance ratings team based on
the credit analysis of the underlying insurance companies' annual
statutory financial reports. Moody's assumes a fixed recovery rate
of 10% for both the bank and insurance obligations.

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 trust preferred securities and
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, Moody's
conducted a stress scenario in which it 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, its analysis considered the concentrated nature of the
portfolio. There is one issuer that constitutes approximately 2.83%
of the portfolio par. Moody's ran a stress scenario in which it
assumed a two notch downgrade for this obligor.

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

Par amount: $392,625,135

Weighted Average Rating Factor (WARF): 536

Weighted Average Spread (WAS) for floating assets only: 2.77%

Weighted Average Coupon (WAC) for fixed assets only: 8.10%

Weighted Average Spread (WAS) for fixed to float assets: 6.95%

Weighted Average Coupon (WAC) for fixed to float assets: 4.07%

Weighted Average Recovery Rate (WARR): 10.0%

Weighted Average Life (WAL): 10.50 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.

The rating actions on these notes also reflect the correction of a
prior error. The April 2019 provisional rating actions were based
on an incorrectly presented expected loss output on the notes. The
error has now been corrected, and its actions reflects the correct
cash flow modeling.

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:

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 portfolio consists primarily
of unrated assets whose default probability Moody's assesses
through credit scores derived using RiskCalc 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.


JP MORGAN 2011-C5: Fitch Affirms Bsf Rating on $9MM Class F Certs
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on all 10 classes of JP
Morgan Chase & Co.'s commercial mortgage pass-through certificates
series 2011-C5.

KEY RATING DRIVERS

Improved Loss Expectations: The majority of the pool continues to
exhibit relatively stable performance. Loss expectations for the
overall pool have improved marginally since Fitch's last rating
action due to two loans/assets (3.6% of last rating action pool
balance) previously designated as Fitch Loans of Concern (FLOC)
being resolved at better recoveries than expected. The specially
serviced Verizon Alabama HQ loan (2.2%), which was secured by a
single-tenant office property located in Huntsville, AL, was repaid
in full subsequently after the borrower executed a new lease with a
GSA tenant in February 2019 for 78% of the NRA. The prior single
tenant, Verizon, had vacated the entire property at the end of
September 2018. The real-estate owned Shaw's Londonderry asset
(1.4%), an anchored retail property located in Londonderry, NH,
which lost its major tenant TJ Maxx in 2016, was sold in June
2018.

Fitch Loans of Concern: Fitch designated four loans/assets (25.8%
of pool) as FLOCs, including two performing loans in the top 15
(17.6%) and two real-estate owned assets (REO; 8.2%).

The Asheville Mall loan (11.7%), which is secured by a 320,688-sf
portion of a 970,675-sf enclosed regional mall located in
Asheville, NC, has suffered a decline in overall mall and
collateral occupancy due to the closure of a non-collateral anchor,
Sears in July 2018, and the third largest collateral tenant (Gap;
3.8% of collateral NRA) has vacated upon its January 2018 lease
expiration. Overall mall and collateral occupancy as of June 2018
was 79.9% and 88.7%, respectively. The property has also been
experiencing declining in-line and anchor sales and faces
significant competition within its trade area and near-term lease
rollover concerns. The Kite Retail Portfolio loan (5.8%), which is
secured by a portfolio of four anchored retail shopping centers
located across three states (IN, IL and GA), was flagged for
significant near-term lease rollover concerns, limited positive
leasing momentum and lack of updated reporting. Portfolio occupancy
as of June 2018 was 84.9%, with approximately 47.7% of the NRA
rolling over the next two years before the end of 2021.

The REO LaSalle Select Portfolio asset (6.3%) is comprised of four
suburban office properties located within the Atlanta, GA metro
area. The loan transferred to special servicing in December 2017
for imminent default, following a significant decline in portfolio
occupancy due to tenants vacating. All four assets in the portfolio
became REO in November 2018. Portfolio occupancy as of April 2019
has declined to 30.9% from 56% at YE 2017. The servicer continues
to market the vacancies, as well as the assets in the portfolio for
sale. The REO Fairview Heights Plaza asset (1.8%) is a community
retail center located in Fairview Heights, IL. The loan transferred
to special servicing in May 2016 due to imminent default and was
unable to refinance following the loss of Sports Authority in July
2016. The lender foreclosed on the property in July 2017. The
largest tenant, Gordman's (30.2% of NRA), filed for bankruptcy in
March 2017; however, the receiver negotiated a lease assumption
with Stage retail stores at a reduced rent through January 2023.
Urban Air (20.4%) executed a lease on the former Sports Authority
box through October 2028 and took occupancy in November 2018. Sears
Outlet Store (15.7%) and Planet Fitness (10.2%) both renewed
through November 2023 and July 2021, respectively. As of March
2019, the property's occupancy improved to 92% from 68% at YE 2016.
The asset is being marketed for sale.

Increased Credit Enhancement: Credit enhancement has increased
since the last rating action from continued scheduled amortization,
loan payoffs and an asset disposition. The repayment of the
specially serviced Verizon Alabama HQ loan and the liquidation of
the REO Shaw's Londonderry asset were both at better recoveries
than previously expected. Three additional loans were also prepaid
with yield maintenance. As of the April 2019 distribution date, the
pool has been reduced by 46% to $556.6 million from $1.03 billion
at issuance. Realized losses to date total $4.8 million (0.5% of
the original pool balance). Cumulative interest shortfalls totaling
$754,000 are affecting the NR class. Eleven loans (32.5%) are
full-term, interest only and the remaining thirteen loans (67.5%)
are currently amortizing.

Alternative Loss Considerations: Due to refinance concerns and
weakening performance, Fitch performed an additional sensitivity
scenario, which considered a potential outsized loss of 50% on the
balloon balance of the Asheville Mall loan. The scenario also
factored in the expected paydown of the transaction from all of the
non-FLOCs maturing in 2021. The Negative Rating Outlooks on classes
D, E and F reflect this analysis.

ADDITIONAL CONSIDERATIONS

Pool Concentrations: The pool has become increasingly concentrated
with 24 of the original 44 loans remaining. The largest loan
accounts for 24% of the pool and the top 10 loans comprise 78.2%.
The largest property type concentrations are retail and hotel at
62.7% and 23.9%, respectively. Kite Realty Group is the sponsor of
six loans (21%) in the remaining pool.

Upcoming Loan Maturities: Excluding the two specially serviced REO
assets, the remaining 21 loans in the pool mature between May and
September 2021.

RATING SENSITIVITIES

The Negative Rating Outlooks on classes D, E and F reflect possible
downgrades should performance of the Asheville Mall and Kite Retail
Portfolio loans further decline and/or losses on the two REO assets
exceed Fitch's expectations. Fitch's additional sensitivity
scenario reflects a potential outsized loss of 50% on the Asheville
Mall loan and factored in expected paydown of the transaction from
non-FLOCs maturing in 2021. The Rating Outlooks on classes A-3
through C remain Stable due to increasing credit enhancement and
expected continued paydown. Future upgrades may occur with improved
pool performance and additional paydown or defeasance. The
distressed class G may be downgraded as losses are realized.

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 the following ratings:

  -- $230.7 million class A-3 at 'AAAsf'; Outlook Stable;

  -- $21.8 million class A-SB at 'AAAsf'; Outlook Stable;

  -- $338.7 million class X-A* 'AAAsf'; Outlook Stable;

  -- $86.2 million class A-S at 'AAAsf'; Outlook Stable;

  -- $51.5 million class B at 'AAsf'; Outlook Stable;

  -- $39.9 million class C at 'Asf'; Outlook Stable;

  -- $65.6 million class D at 'BBB-sf'; Outlook Negative;

  -- $12.9 million class E at 'BBsf'; Outlook Negative;

  -- $9 million class F at 'Bsf'; Outlook Negative;

  -- $16.7 million class G at 'CCCsf'; RE 15%.

  * Notional amount and interest only.

The class A-1 and A-2 certificates have paid in full. Fitch does
not rate the class NR or interest only X-B certificates.


JP MORGAN 2019-INV1: Moody's Gives (P)B3 Rating on Class B-5 Debt
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to 22
classes of residential mortgage-backed securities issued by J.P.
Morgan Mortgage Trust 2019-INV1. The ratings range from (P)Aaa (sf)
to (P)B3 (sf). JPMMT 2019-INV1 is the first JPMMT transaction
backed by 100% investment property loans.

The certificates are backed by 919 25 and 30-year, fully-amortizing
fixed-rate investment property mortgage loans with a total balance
of $338,840,065 as of the May 1, 2019, cut-off date. Similar to
prior JPMMT transactions, JPMMT 2019-INV1 includes conforming
mortgage loans (86.1% by loan balance) mostly originated by
JPMorgan Chase Bank, National Association (Chase), AmeriHome
Mortgage Company, LLC (AmeriHome) and Caliber Home Loans, Inc.
(Caliber) underwritten to the government sponsored enterprises
(GSE) guidelines. The remaining 13.9% is comprised of prime jumbo
non-conforming investor mortgages purchased by J.P. Morgan Mortgage
Acquisition Corp. (JPMMAC), sponsor and mortgage loan seller, from
various originators and aggregators. Chase, AmeriHome and Caliber
originated 54.2%, 18.2% and 6.8% of the mortgage pool,
respectively.

Chase, New Penn Financial, LLC d/b/a Shellpoint Mortgage Servicing
(Shellpoint) and AmeriHome will be the servicers for majority of
the pool. Shellpoint will act as interim servicer for these
mortgage loans from May 30, 2019, until the servicing transfer
date, which is expected to occur on or about July 1, 2019. After
the servicing transfer date, these mortgage loans will be serviced
by Chase. With respect to the Mortgage Loans serviced by AmeriHome,
Cenlar FSB will be the subservicer.

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 will be the master
servicer and Citibank, National Association (Citibank) 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-INV1

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)Aa1 (sf)

Cl. A-15, Assigned (P)Aa1 (sf)

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

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

Cl. B-1, Assigned (P)Aa3 (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)B3 (sf)

RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

Moody's expected cumulative net loss on the aggregate pool is 0.80%
in a base scenario and reaches 9.65% 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 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, for borrowers with
multiple mortgaged properties, self-employed borrowers, and for the
default risk of Homeownership association properties in super lien
states. The final loss estimates also incorporate adjustments for
origination quality and the financial strength of representation &
warranty providers.

Moody's bases its provisional ratings on the certificates on 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
R&W framework of the transaction.

Aggregation/Origination Quality

Moody's considers JPMMAC's aggregation platform to be adequate and
it did not apply a separate loss-level adjustment for aggregation
quality. In addition to reviewing JPMMAC as an aggregator, it has
also reviewed the originators contributing a significant percentage
of the collateral pool. For these originators, Moody's reviewed its
underwriting guidelines and their policies and documentation (where
available). It increased its base case and Aaa (sf) loss
expectations for certain originators of non-conforming loans where
Moody's does not have clear insight into the underwriting
practices, quality control and credit risk management. It did not
make an adjustment for GSE-eligible loans, regardless of the
originator, since those loans were underwritten in accordance with
GSE guidelines.

Servicing arrangement

Moody's considers the overall servicing arrangement for this pool
to be adequate given the strong servicing arrangement of the
servicers, as well as the presence of a strong master servicer to
oversee the servicers. In this transaction, Nationstar Mortgage LLC
(Nationstar) will act as the master servicer. The servicers are
required to advance principal and interest on the mortgage loans.
To the extent that the servicers are unable to do so, the master
servicer will be obligated to make such advances. In the event that
the master servicer, Nationstar (rated B2), is unable to make such
advances, the securities administrator, Citibank (rated Aa3) will
be obligated to do so.

JPMorgan Chase Bank, National Association (servicer): Chase is a
seasoned servicer with over 20 years of experience servicing
residential mortgage loans and has demonstrated adequate servicing
ability as a primary servicer of prime residential mortgage loans.
As of June 30, 2018, Chase was servicing a portfolio of about $762
billion.

AmeriHome Mortgage company LLC (servicer): AmeriHome will be one of
the named primary servicers for this transaction and Cenlar FSB
will sub-service the portfolio for AmeriHome. As of December 2018,
AmeriHome's servicing portfolio totaled approximately 284,000 loans
with an unpaid principal balance of approximately $64 billion.

Cenlar FSB (subservicer for AmeriHome loans): Cenlar operates as a
subsidiary of Cenlar Capital Corporation and is based in Ewing, NJ.
Cenlar FSB is a federally chartered savings bank. Cenlar's core
business includes servicing and subservicing residential loans. As
of December 2018, Cenlar's servicing portfolio consisted of
approximately 2.4 million loans for an unpaid principal balance of
$577.4 billion. Cenlar is the largest sub-servicer by volume in the
country.

Shellpoint Mortgage Servicing (servicer): Shellpoint has
demonstrated adequate servicing ability as a primary servicer of
prime residential mortgage loans. Shellpoint has the necessary
processes, staff, technology and overall infrastructure in place to
effectively service the transaction.

Nationstar Mortgage LLC (master servicer): Nationstar is the master
servicer for the transaction and provides oversight of the
servicers. Moody's considers Nationstar's master servicing
operation to be above average compared to its peers. Nationstar has
strong reporting and remittance procedures and strong compliance
and monitoring capabilities. The company's senior management team
has on average more than 20 years of industry experience, which
provides a solid base of knowledge and leadership. Nationstar's
oversight encompasses loan administration, default administration,
compliance, and cash management. Nationstar is an indirectly held,
wholly owned subsidiary of Nationstar Mortgage Holdings Inc. It
rates Nationstar at B2 stable.

Collateral Description

The JPMMT 2019-INV1 transaction is a securitization of 919
investment property mortgage loans secured by fixed rate, first
liens on one-to-four family residential investment properties,
planned unit developments, condominiums, townhouses and attached
planned unit developments with an unpaid principal balance of
$338,840,065. All of the loans have a 25-year original (2 loans) or
a 30-year original term (917 loans). The mortgage pool has a WA
seasoning of 6 months. The loans in this transaction have strong
borrower characteristics with a weighted average original primary
borrower FICO score of 772 and a weighted-average original combined
loan-to-value ratio (CLTV) of 66.0%. In addition, 29.8% of the
borrowers are self-employed and refinance loans comprise about
40.6% of the aggregate pool. The pool has a high geographic
concentration with 47.4% of the aggregate pool located in
California; 17.9% located in the Los Angeles-Long Beach-Anaheim, CA
MSA and 8.0% located in San Francisco-Oakland-Hayward, CA MSA. The
characteristics of the loans underlying the pool are generally
comparable to other recent prime RMBS transactions backed primarily
by 100% investment property 30-year mortgage loans that it has
rated.

Servicing Fee Framework

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 servicing delinquent
and defaulted loans. The other servicers, like AmeriHome and First
Republic Bank, will be paid a monthly flat servicing fee equal to
one-twelfth of 0.25% of the remaining principal balance of the
mortgage loans. Shellpoint will act as interim servicer until the
servicing transfer date, July 1, 2019 or such later date as
determined by the issuing entity and Chase.

While this fee structure is common in non-performing mortgage
securitizations, it is relatively new 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

Three third party review (TPR) firms verified the accuracy of the
loan-level information that it 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.
It did not make any adjustments to its expected or Aaa (sf) loss
levels due to the TPR results.

JPMMT 2019-INV1'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. Its
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 does not cover
high cost loan for the 13.9% non-conforming prime jumbo mortgage
loans in this pool. However the TPR firms as part of their due
diligence tested for high cost loans in the pool and did not find
any such loans in this pool. In addition, seven loans in this pool
are cash out refinance loans and are taken for personal use. JPMMAC
is representing that these seven mortgage loans are "Qualified
Mortgage-Agency Safe Harbor".

The R&W providers vary in financial strength. JPMorgan Chase Bank,
National Association (rated Aa2) is the R&W provider for
approximately 55.6% (by loan balance) of the pool. Moody's made no
adjustments to the loans for which Chase and First Republic Bank
(rated Baa1) 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. No party will
backstop or be responsible for backstopping 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 Delaware trustee is Citibank. 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. 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 2.30% 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 12.00% 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 1.20% 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 (other than the
Class A-R Certificates) 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.

The Class A-11 Certificates will have a pass-through rate that will
vary directly with the rate of one-month LIBOR and the Class A-11-X
Certificates will have a pass-through rate that will vary inversely
with the rate of one-month LIBOR.

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 25: Moody's Gives Ba3 Rating on $21.2MM Class E Notes
-------------------------------------------------------------
Moody's Investors Service has assigned ratings to six classes of
notes issued by KKR CLO 25 Ltd.

Moody's rating action is as follows:

US$278,900,000 Class A-1 Senior Secured Floating Rate Notes due
2032 (the "Class A-1 Notes"), Definitive Rating Assigned Aaa (sf)

US$30,100,000 Class B-1 Senior Secured Floating Rate Notes due 2032
(the "Class B-1 Notes"), Definitive Rating Assigned Aa2 (sf)

US$15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032
(the "Class B-2 Notes"), Definitive Rating Assigned Aa2 (sf)

US$23,600,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2032 (the "Class C Notes"), Definitive Rating Assigned A2 (sf)

US$27,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032 (the "Class D Notes"), Definitive Rating Assigned Baa3
(sf)

US$21,200,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032 (the "Class E Notes"), Definitive Rating Assigned 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."

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.

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. The portfolio is approximately 98% 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 issued 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: $450,000,000

Diversity Score: 65

Weighted Average Rating Factor (WARF): 2967

Weighted Average Spread (WAS): 3.40%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 49.0%

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.


MADISON PARK X: S&P Assigns Prelim BB- Rating to Class E-R-2 Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the class
A-R-2, B-R-2, C-R-2, D-R-2, and E-R-2 replacement notes from
Madison Park Funding X Ltd./Madison Park Funding X LLC, a
collateralized loan obligation (CLO) originally issued in 2012 that
is managed by Credit Suisse Asset Management LLC. The replacement
notes will be issued via a proposed supplemental indenture.

The preliminary ratings reflect our opinion that the credit support
available is commensurate with the associated rating levels.
Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

On the June 6, 2019, refinancing date, the proceeds from the
issuance of the replacement notes are expected to redeem the
original notes. At that time, S&P anticipates withdrawing the
ratings on the original notes and assigning ratings to the
replacement notes. However, if the refinancing doesn't occur, S&P
may affirm the ratings on the original notes and withdraw its
preliminary ratings on the replacement notes.  

S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction as reflected in
the trustee report, to estimate future performance. In line with
our criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults, and
recoveries upon default, under various interest rate and
macroeconomic scenarios. In addition, our analysis considered the
transaction's ability to pay timely interest or ultimate principal,
or both, to each of the rated tranches.

"We will continue to review whether, in our view, the ratings
assigned to the notes remain consistent with the credit enhancement
available to support them, and we will take further rating actions
as we deem necessary."

  PRELIMINARY RATINGS ASSIGNED
  Madison Park Funding X Ltd./Madison Park Funding X LLC

  Replacement class         Rating      Amount (mil. $)
  A-R-2                     AAA (sf)             488.25
  B-R-2                     AA (sf)               88.50
  C-R-2                     A (sf)                59.25
  D-R-2                     BBB- (sf)             39.50
  E-R-2                     BB- (sf)              37.50


MAGNETITE XXII: S&P Assigns BB- (sf) Rating to Class E Notes
------------------------------------------------------------
S&P Global Ratings assigned its ratings to Magnetite XXII
Ltd./Magnetite XXII LLC 's floating-rate notes.

The note issuance is a collateralized loan obligation (CLO)
transaction backed by broadly syndicated speculative-grade (rated
'BB+' and lower) senior secured term loans managed by BlackRock
Financial Management Inc., a subsidiary of BlackRock Inc. This is
BlackRock Financial Management Inc.'s first CLO in 2019, which will
bring its total CLO assets under management (AUM) to $7.25
billion.

The ratings reflect:

-- The diversification of the collateral pool.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through collateral
selection, ongoing portfolio management, and trading.

-- The transaction's legal structure, which is expected to be
bankruptcy remote.

  RATINGS ASSIGNED

  Magnetite XXII Ltd./Magnetite XXII LLC

  Class                  Rating      Amount (mil. $)

  A-1                    AAA (sf)            393.25
  A-2                    NR                   33.75
  B                      AA (sf)              60.00
  C (deferrable)         A (sf)               47.00
  D (deferrable)         BBB- (sf)            34.75
  E (deferrable)         BB- (sf)             23.25
  Subordinated notes     NR                  64.385

  NR--Not rated.


MASTR ASSET 2005-HE1: Moody's Cuts Class M-5 Debt Rating to B2
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two tranches
and downgraded the ratings of two tranches from three transactions,
backed by subprime loans, issued by multiple issuers.

Complete rating actions are as follows:

Issuer: GSAMP Trust 2005-AHL2

Cl. A-2C, Upgraded to A2 (sf); previously on Jul 11, 2018 Upgraded
to Baa1 (sf)

Issuer: MASTR Asset Backed Securities Trust 2005-HE1

Cl. M-5, Downgraded to B2 (sf); previously on Dec 2, 2015 Upgraded
to B1 (sf)

Cl. M-6, Upgraded to B3 (sf); previously on Mar 6, 2017 Upgraded to
Caa2 (sf)

Issuer: New Century Home Equity Loan Trust, Series 2004-A

Cl. M-II, Downgraded to B2 (sf); previously on Mar 1, 2016 Upgraded
to B1 (sf)

RATINGS RATIONALE

The rating actions reflect the recent performance and Moody's
updated loss expectations on the underlying pools. The rating
upgrades are primarily due to improvement in pool performance and
credit enhancement available to the bonds. The rating downgrades
are primarily due to the outstanding (and projected) interest
shortfalls on the bonds that are not expected to be recouped as the
bonds have a weak reimbursement mechanism for interest shortfalls.

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

The Credit Rating for GSAMP Trust 2005-AHL2, MASTR Asset Backed
Securities Trust 2005-HE1 and New Century Home Equity Loan Trust,
Series 2004-A were assigned in accordance with Moody's existing
methodology entitled "US RMBS Surveillance Methodology," dated
2/22/2019. Please note that on 5/8/2019, Moody's released a Request
for Comment, in which it has requested market feedback on the use
of an updated version of third-party cash flow modeling software
for certain structured finance asset classes. If the revised update
is implemented as proposed, the Credit Rating on GSAMP Trust
2005-AHL2, MASTR Asset Backed Securities Trust 2005-HE1 and New
Century Home Equity Loan Trust, Series 2004-A may be negatively or
positively affected. The final rating outcome will overlay
qualitative judgments and considerations such as performance to
date and structural features.

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 3.6% in April 2019 from 3.9% in April
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.


MELLO WAREHOUSE 2019-1: Moody's Gives Ba1 Rating on Class E Debt
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to five
classes of residential mortgage-backed securities issued by Mello
Warehouse Securitization Trust 2019-1. The ratings range from Aaa
(sf) to Ba1 (sf). The definitive rating on Class C, Class D and
Class E is higher than the provisional rating assigned because the
actual weighted average coupon of all the notes is lower than the
assumed weighted average coupon used for assigning the provisional
ratings.

Mello Warehouse Securitization Trust 2019-1 is a securitization
backed by a revolving warehouse facility sponsored by
loanDepot.com, LLC (loanDepot, the repo seller, unrated). The
securities are backed by a revolving pool of newly originated
first-lien, fixed rate and adjustable rate, residential mortgage
loans which are eligible for purchase by Fannie Mae and Freddie Mac
or in accordance with the criteria of Ginnie Mae for the guarantee
of securities backed by mortgage loans to be pooled in connection
with the issuance of Ginnie Mae securities. The pool may also
include FHA Streamline mortgage loans or VA-IRRR mortgage Loans,
which may have limited valuation and documentation. The collateral
pool balance is $300,000,000.

The complete rating actions are as follows:

Issuer: Mello Warehouse Securitization Trust 2019-1

Cl. A, Definitive Rating Assigned Aaa (sf)

Cl. B, Definitive Rating Assigned Aa2 (sf)

Cl. C, Definitive Rating Assigned A1 (sf)

Cl. D, Definitive Rating Assigned Baa1 (sf)

Cl. E, Definitive Rating Assigned Ba1 (sf)

RATINGS RATIONALE

Moody's bases its Aaa expected losses of 37.95% and base case
expected losses of 4.60% on a scenario in which loanDepot does not
pay the aggregate repurchase price to pay off the notes at the end
of the facility's two-year revolving term, and the repayment of the
notes will depend on the credit performance of the remaining static
pool of mortgage loans. To assess the credit quality of the static
pool, Moody's created a hypothetical adverse pool based on the
facility's eligibility criteria, which includes no more than 25%
(by unpaid balance) adjustable rate mortgage loans. Moody's
analyzed the pool using its US MILAN model and made additional pool
level adjustments to account for risks related to (i) weaknesses in
the representation and warranty enforcement framework and (ii)
compliance with the TILA-RESPA Integrated Disclosure (TRID) Rule,
based on findings in third-party diligence reports from loanDepot's
prior warehouse securitization, loanDepot Station Place Agency
Securitization Trust 2017-1.

The ratings on the notes during the revolving period will be the
rating of the notes based on the credit quality of the mortgage
loans backing the notes. If the notes are not repaid at the
two-year repo agreement term or loanDepot otherwise defaults on its
obligations as repo seller under the master repurchase agreement,
the ratings on the notes will only reflect the credit of the
mortgage loans backing the notes.

The final rating levels are based on Moody's evaluation of the
credit quality of the collateral as well as the transaction's
structural and legal framework.

Collateral Description:

The mortgage loans will be newly originated, first-lien, fixed-rate
and adjustable rate mortgage loans that also comply with the
eligibility criteria set forth in the master repurchase agreement.
The aggregate principal balance of the purchased loans at closing
will be $300,000,000. Per the transaction documents, the mortgage
pool will have a minimum weighted average FICO of 715 and a maximum
weighted average LTV of 85%.

The ultimate composition of the pool of mortgage loans remaining in
the facility at the end of the two-year term upon default of
loanDepot is unknown. Moody's modeled this risk through evaluating
the credit risk of an adverse pool constructed using the
eligibility criteria. In generating the adverse pool: 1) Moody's
assumed the worst numerical value from the criteria range for each
loan characteristic. For example, the credit score of the loans is
not less than 620 and the weighted average credit score of the
purchased mortgage loans is not less than 715; the maximum
debt-to-income ratio is 55% in the adverse pool (per eligibility
criteria); 2) Moody's assumed risk layering for the loans in the
pool within the eligibility criteria. For example, loans with the
highest LTV also had the lowest FICO to the extent permitted by the
eligibility criteria; and 3) Moody's took into account the
specified restrictions in the eligibility criteria such as the
weighted average LTV and FICO; and 4) Since these loans are
eligible for purchase by Fannie Mae and Freddie Mac, Moody's also
took into account the specified restrictions in the GSE
underwriting criteria. For example, no more than 97% LTV for fixed
rate purchased loans and 95% for adjustable rate purchase loans.

The transaction also allows the inclusion of loans whose collateral
documents have not yet been delivered to the custodian ("wet
loans"). Warehouse lenders, in general, are more vulnerable to the
risk of losses owing to fraud from wet loans during the time when
they do not hold the collateral documents. However, this
transaction includes several operational mitigants to reduce such
risk, including (i) no more than 25% of the facility may consist of
wet loans, (ii) collateral documents must be delivered to the
custodian within seven business days of a wet loan's origination or
it becomes ineligible, (iii) the transaction will only fund a wet
loan if the custodian receives a closing protection letter
indemnifying the transaction against fraud and misappropriation
from one of four highly rated title insurance companies, whose
agents act as the loan's closing agent, (iv) the transaction will
only fund a wet loan to a pre-approved list of bank account numbers
to guard against the risk of wire hacking, and (v) Deutsche Bank
National Trust Company (Baa1), a highly rated independent
counterparty, acts as the mortgage loan custodian.

The loans will be originated and serviced by loanDepot. U.S. Bank
National Association will be the standby servicer. Moody's
considers the overall servicing arrangement for this pool to be
adequate. At the transaction closing date, the servicer
acknowledges that it is servicing the purchased loans for the joint
benefit of the issuer and the indenture trustee.

Transaction Structure:

Its analysis of the securitization structure includes reviewing
bankruptcy remoteness, assessing the ability of the indenture
trustee to take possession of the collateral in an event of
default, conformity of the collateral with the eligibility criteria
as well as allocation of funds to the notes.

The transaction is structured as a master repurchase agreement
between loanDepot and the Mello Warehouse Securitization Trust
2019-1. The U.S. Bankruptcy Code provides repurchase agreements,
security contracts and master netting agreements a "safe harbor"
from the Bankruptcy Code automatic stay. Due to this safe harbor,
in the event of a bankruptcy of loanDepot, the issuer will be
exempt from the automatic stay and thus, the issuer will be able to
exercise remedies under the master repurchase agreement, which
includes seizing the collateral.

During the revolving period, the repo seller's obligations will
include making timely payments of interest accrued on the notes as
well as the aggregate monthly fees. Failure to make such payments
will constitute a repo trigger event whereby the indenture trustee
will seize the collateral and terminate the repo agreement. It is
expected that the notes will not receive payments of principal
until the expected maturity date or after the occurrence and
continuance of an event of default under the indenture unless the
repo seller makes an optional prepayment. In an event of default,
principal will be distributed sequentially amongst the classes.
Realized losses will be allocated in a reverse sequential order.

In addition, since the pool may consist of both fixed rate and
adjustable rate mortgages, the transaction may be exposed to
potential risk from interest rate mismatch. To account for the
mismatch, Moody's assumed a stressed LIBOR curve by increasing the
one-month LIBOR rate incrementally for a certain period until it
reaches the maximum allowable interest rate as described in the
transaction documents.

Ongoing Due Diligence

During the revolving period, Clayton Services LLC will conduct due
diligence every 90 days on 100 randomly selected loans. The first
sample will be drawn 30 days after the Closing Date. The scope of
the review will include credit underwriting, regulatory compliance,
valuation and data integrity.

Because Moody's analysis is based on a scenario in which the
facility terms out, due diligence reviews provide some control on
the credit quality of the collateral. The due diligence framework
in this transaction combined with the collateral eligibility
controls help mitigate the risks of adverse selection in this
transaction.

While the due diligence review will provide some validation on the
quality of the loans, it may not be fully representative of the
collateral quality of the facility at all times. This is mainly due
to the frequency of the due diligence review, the revolving nature
of the collateral pool, and that the review will be conducted on a
sample basis. Also, by the time the due diligence review is
completed, some of the sampled loans may no longer be in the pool.

Representation and Warranties

For a mortgage loan to qualify as an eligible mortgage loan, the
loan must meet loanDepot's representations and warranties. The
substance of the representations and warranties are consistent with
those in its published criteria for representations and warranties
for U.S. RMBS transactions. After a repo event of default, which
includes the repo seller or buyer's failure to purchase or
repurchase mortgage loans from the facility, the repo seller or
buyer's failure to perform its obligations or comply with
stipulations in the master repurchase agreement, bankruptcy or
insolvency of the buyer or the repo seller, any breach of covenant
or agreement that is not cured within the required period of time,
as well as the repo seller's failure to pay price differential when
due and payable pursuant to the master repurchase agreement, a
delinquent loan reviewer will conduct a review of loans that are
more than 120 days delinquent to identify any breaches of the
representations and warranties provided by the underlying sellers.
Loans that breach the representations and warranties will be put
back to the repo seller for repurchase.

While the transaction has the above described representation and
warranties enforcement mechanism, in the amortization period, after
an event of default where the repo seller did not pay the notes in
full, it is unlikely that the repo seller will repurchase the
loans. In addition, the noteholders (holding 100% of the aggregate
principal amount of all notes) may waive the requirement to appoint
such delinquent loan reviewer.

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

Up

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

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 its original expectations as
a result of a weaker collateral composition than that in the
adverse pool, financial distress of any of the counterparties.
Transaction performance also depends greatly on the US macro
economy and housing market.

Significant Influences

Deterioration in economic conditions greater than its current
expectations can have a significant impact on the transaction's
ratings. In addition, this transaction has a high degree of
operational complexity. The failure of any party to perform its
duties can expose the transaction to losses.


MMCF CLO 2019-2: S&P Assigns BB-(sf) Rating to $21MM Class D Notes
------------------------------------------------------------------
S&P Global Ratings assigned its ratings to MMCF CLO 2019-2 LLC's
floating-rate notes.

The note issuance is a collateralized loan obligation (CLO)
transaction backed primarily by middle-market speculative-grade
senior secured term loans.

The ratings reflect:

-- The diversified, static collateral pool, which consists
primarily of middle market speculative-grade senior-secured term
loans.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The transaction's legal structure, which is expected to be
bankruptcy remote.

  RATINGS ASSIGNED
  MMCF CLO 2019-2 LLC

  Class                  Rating          Amount
                                        (mil. $)
  A-1                    AAA (sf)        233.00
  A-2                    AA (sf)          48.00
  B (deferrable)         A (sf)           23.00
  C (deferrable)         BBB- (sf)        27.00
  D (deferrable)         BB- (sf)         21.00
  Subordinated notes     NR               48.30

  NR--Not rated.


MORGAN STANLEY 2016-C31: Fitch Affirms B- Rating on Class X-F Certs
-------------------------------------------------------------------
Fitch Ratings has affirmed 17 classes of Morgan Stanley Bank of
America Merrill Lynch Trust, Commercial Mortgage Pass-Through
Certificates, series 2016-C31 (MSBAM 2016-C31).

KEY RATING DRIVERS

Increased Loss Expectations: While overall performance for the
majority of the pool remains stable, loss expectations have
increased since issuance, mainly due to the recent transfer of the
eighth largest loan, One Stamford Forum (3.9% of pool), to special
servicing. Nine loans (23.5% of pool) have been designated as Fitch
Loans of Concern (FLOCs), including five loans in the top 15 (21%),
one of which is specially serviced (3.9%), and three additional
specially serviced loans/assets (1.7%).

Fitch Loans of Concern: The One Stamford Forum loan (3.9% of pool)
is secured by a 504,471-sf office building located in Stamford, CT.
The borrower, One Stamford Realty L.P., and major tenant Purdue
Pharma, are 100% owned for the benefit of the Sackler family.
Purdue Pharma, which occupies this property as their U.S.
headquarters, is a privately owned pharmaceutical company that
focuses on pain medication, including OxyContin. Purdue Pharma
currently occupies 92% of the NRA through a direct lease and
sublease and has executed a "wraparound lease" for the remainder of
the building beginning in January 2021 and extending until 2031.
The loan transferred to special servicing on March 15, 2019 for
imminent monetary default due to recent media reports indicating
that Purdue Pharma has consulted restructuring experts and is
considering a bankruptcy filing as a result of approximately 1,900
lawsuits, including nearly 40 by state attorney generals. Fitch's
base case loss on the loan incorporates an additional stress on the
cash flow.

Other FLOCs in the top 15 include Hyatt Regency Sarasota (5.6%),
Vintage Park (4.8%), Simon Premium Outlets (4.3%) and San Diego
Office Portfolio (2.4%). The Hyatt Regency Sarasota loan (5.6%) is
secured by a 294-key full-service hotel located in Sarasota, FL.
Property performance has deteriorated due to increased competition
from several new hotels that opened since issuance. Occupancy, ADR
and RevPAR as of TTM March 2019 have declined to 61.8%, $176 and
$109, respectively, from 74.6%, $195 and $146 at issuance. RevPAR
penetration has dropped to 89.3% at TTM March 2019 from 111.7% at
issuance. The servicer-reported NOI DSCR dropped to 1.43x as of YTD
September 2018 from 1.55x at YE 2017.

The Vintage Park loan (4.8%) is secured by a 341,107-sf open-air
anchored shopping center located in Houston, TX. Occupancy has
decreased to 88.3% as of the December 2018 rent roll from 92% at YE
2016. In addition, the annualized YTD September 2018 NOI fell 21.8%
since YE 2016, primarily due to a significant decline in expense
reimbursements and percentage rent, and remains 19% below Fitch NOI
at issuance. Although average inline sales at the property have
increased to $474 psf at YE 2017 from $408 psf at issuance, the
Star Cinema Grill (6.9% of NRA) reported lower sales of $440,038
per screen in YE 2017 from $714,810 per screen at YE 2016. The
servicer-reported NOI DSCR dropped to 1.28x as of YTD September
2018 from 1.63x at YE 2016; the loan began amortizing in February
2019. Based upon the annualized September 2018 NOI, the implied
amortizing NOI DSCR would be 1.0x.

The Simon Premium Outlets loan (4.3%) is secured by a portfolio of
three outlet malls located in three different tertiary markets.
Portfolio occupancy has decreased to 83.6% at YE 2018 from 92.8% at
YE 2016, and total portfolio sales declined 9.6% to $195.2 million
at YE 2017, compared with $215.9 million at issuance. The San Diego
Office Portfolio (2.4%) is secured by a portfolio of three suburban
office properties located in San Diego, CA. Portfolio occupancy has
declined to 77.4% at YE 2018 due to occupancy at one of the
underlying properties falling to 36.5% from 94.4% at issuance due
to the departures of several tenants including Wells Fargo (24% of
NRA), Kelly Services, Inc. (10.6%), Securus, Inc. (7.1%) and W. J.
Bradley Mortgage Capital, LLC (6.7%). In addition, leases totaling
29.2% of the portfolio NRA expire by YE 2020. The remaining FLOCs
outside of the top 15 include loans secured by a specially serviced
limited-service hotel (0.8%) located in Atlanta, GA, a community
shopping center (0.8%) located in Mesa, AZ, a specially serviced
flex/R&D property (0.5%) located in Albuquerque, NM and a specially
serviced office property (0.5%) located in Hampton, VA. Fitch will
continue to monitor all FLOCs.

Minimal Change to Credit Enhancement: As of the April 2019
distribution date, the pool's aggregate principal balance has been
paid down by 2% to $934.2 million from $953.2 million at issuance.
No loans have paid off or defeased since issuance. There have been
no realized losses to date. Five loans (11.1% of the current pool
balance) are full-term interest-only, and 10 loans (29.4%) remain
in their partial interest-only periods. The transaction is
scheduled to pay down by 13.9% of the original pool balance prior
to maturity. Loan maturities are concentrated in 2026 (93.4%), with
limited maturities scheduled in 2021 (3.1%), 2023 (2.1%) and 2025
(1.5%). Cumulative interest shortfalls totaling $128,483 are
currently impacting class G.

Alternative Loss Considerations: Due to the transfer of One
Stamford Forum to special servicing, Fitch ran a sensitivity
scenario on this loan and assumed a 67% loss severity based on a
dark value analysis to reflect the potential for outsized losses
given the possibility for significant vacancy in a high vacancy
submarket. This scenario is driving the Negative Rating Outlooks on
classes D, X-D, E, X-E, F and X-F.

ADDITIONAL CONSIDERATIONS

Pool Concentrations: Loans secured by office properties represent
40.3% of the pool, including eight loans (34%) in the top 15. Loans
backed by retail properties represent 34.4% of the pool, including
four (16.6%) loans in the top 15. The sixth largest loan (4.3%) is
secured by a portfolio of three outlet malls sponsored by Simon
Property Group, Inc. The 20th largest loan in the pool, The Shops
at Crystals (1.6%), is a high-end regional mall in Las Vegas, NV.
Property performance has remained stable since issuance, and total
mall sales were $1,355 psf for 2018, $1,459 psf for 2017, $1,450
for 2016, and $1,330 psf at YE 2015.

RATING SENSITIVITIES

The Negative Rating Outlooks on classes D, X-D, E, X-E, F, and X-F
reflect the additional sensitivity analysis applied to One Stamford
Forum. Downgrades to these classes are possible should the
performance of One Stamford Forum deteriorate or if Purdue Pharma
were to declare bankruptcy or the loan becomes delinquent on debt
service. Downgrades are also possible if the other FLOCs continue
to deteriorate. The Stable Outlooks on all other classes reflect
the stable performance of the majority of the pool and increasing
credit enhancement from continued amortization. Rating upgrades,
while unlikely in the near term, may occur with improved pool
performance and additional paydown or defeasance.

DUE DILIGENCE USAGE PURSUANT TO SEC RULE 17G-10

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

Fitch has affirmed the following ratings and revised Outlooks where
indicated:

  -- $31.1 million class A-1 at 'AAAsf'; Outlook Stable;

  -- $27.6 million class A-2 at 'AAAsf'; Outlook Stable;

  -- $69.7 million class A-SB at 'AAAsf'; Outlook Stable;

  -- $17.8 million class A-3 at 'AAAsf'; Outlook Stable;

  -- $210.0 million class A-4 at 'AAAsf'; Outlook Stable;

  -- $292.0 million class A-5 at 'AAAsf'; Outlook Stable;

  -- $65.5 million class A-S at 'AAAsf'; Outlook Stable;

  -- $45.3 million class B at 'AA-sf'; Outlook Stable;

  -- $44.1 million class C at 'A-sf'; Outlook Stable;

  -- $52.4 million class D at 'BBB-sf'; Outlook to Negative from
Stable;

  -- $25.0 million class E at 'BB-sf'; Outlook to Negative from
Stable;

  -- $10.7 million class F at 'B-sf'; Outlook to Negative from
Stable;

  -- $648.3 million class X-A* at 'AAAsf'; Outlook Stable;

  -- $110.8 million class X-B* at 'AA-sf'; Outlook Stable;

  -- $52.4 million class X-D* at 'BBB-sf'; Outlook to Negative from
Stable;

  -- $25.0 million class X-E* at 'BB-sf'; Outlook to Negative from
Stable;

  -- $10.7 million class X-F* at 'B-sf'; Outlook to Negative from
Stable.

  * Notional amount and interest-only.

Fitch does not rate the class G or interest-only class X-G
certificates. The class D, E, F and G certificates and the
interest-only class X-D, X-E, X-F and X-G certificates are
privately placed pursuant to Rule 144A.


NATIXIS COMMERCIAL 2019-10K: Moody's Gives '(P)B2' Rating to F Debt
-------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to seven
classes of CMBS securities, issued by Natixis Commercial Mortgage
Securities Trust 2019-10K, Commercial Mortgage Pass-Through
Certificates, Series 2019-10K:

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

Cl. X*, Assigned (P)Aa3 (sf)

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

Cl. C, Assigned (P)A3 (sf)

Cl. D, Assigned (P)Baa3 (sf)

Cl. E, Assigned (P)Ba3 (sf)

Cl. F, Assigned (P)B2 (sf)

  * Reflects interest-only classes

RATINGS RATIONALE

The certificates are collateralized by a single loan secured by the
borrower's fee simple interest in a 281 unit multifamily property
known as Ten Thousand located in Los Angeles, CA. The property is a
luxury high rise residential complex situated on 2.40 acres of land
at the southwest corner of Santa Monica Boulevard and Moreno Drive
in Los Angeles, CA. The intersection borders the Beverly Hills and
Century City neighborhoods. The whole loan is a ten-year,
fixed-rate, interest-only, first lien mortgage loan with an
original and outstanding principal balance of $350,000,000.

More specifically, the trust assets primarily consist of two
promissory notes, including one senior Note A-1 and one senior
subordinate Note A-B, which combined have an aggregate principal
balance of $230,000,000 as of the cut-off date. In addition to the
trust assets there are six additional pari passu senior notes
outside of the trust, Note A-2, Note A-3, Note A-4, Note A-5, Note
A-6 and Note A-7 with a combined balance of $120,000,000

The property's improvements consist of a 41 story tower containing
a total of 281 rentable units. The unit mix includes one-, two-,
and three-bedroom units ranging from 1,042 to 3,797 SF in size and
averaging approximately 1,666 SF. Offered amenities at the subject
are unmatched in the region. The project includes a 4-level
concrete podium containing parking (includes one level
subterranean) and the residential tower. The first three
above-grade floors of the building are comprised of parking as well
as a lobby and extensive amenity space totaling 75,000 SF. The next
37 floors (4 to 40) are residential with one mechanical floor
located on the 41st floor of the building. In total, the project
totals 468,123 SF of rentable residential area and 166,128 SF of
subterranean and above ground parking across four levels that house
513 parking stalls. The property is one of a few rental communities
in Los Angeles offering the highest level of amenities and
hotel-like services within the traditional (non-short-term stay)
unfurnished apartment market.

The property is approximately 89.0% occupied at an average contract
rent of $13,013 per unit per month. The property leased up quickly
after completion and has experienced an absorption rate of
approximately 10.5 units per month since January 2017. The property
was leased up to 90.7% occupancy by September 2018.

Moody's approach to rating this transaction involved an application
of Moody's Approach to Rating Large Loan and Single Asset/Single
Borrower CMBS and Moody's Approach to Rating Structured Finance
Interest-Only Securities. The rating approach for securities backed
by a single loan compares the credit risk inherent in the
underlying collateral with the credit protection offered by the
structure. The structure's credit enhancement is quantified by the
maximum deterioration in property value that the securities are
able to withstand under various stress scenarios without causing an
increase in the expected loss for various rating levels. In
assigning single borrower ratings, Moody's also considers a range
of qualitative issues as well as the transaction's structural and
legal aspects.

The credit risk of loans is determined primarily by two factors: 1)
Moody's assessment of the probability of default, which is largely
driven by each loan's DSCR, and 2) Moody's assessment of the
severity of loss upon a default, which is largely driven by each
loan's LTV ratio.

The trust loan balance of $230,000,000 represents a Moody's LTV of
110.0%. The Moody's loan trust actual DSCR is 1.42x and Moody's
loan trust stressed DSCR at a 9.25% stressed constant is 0.64x.

Notable strengths of the transaction include the asset's excellent
location, high quality new construction with high-end finishes and
amenity offerings, and strong sponsorship. Offsetting these
strengths is the lack of asset diversification, interest-only
mortgage loan profile, limited operating history, and credit
negative legal features.

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 Securities" published in February
2019.

Moody's approach for single borrower and large loan multi-borrower
transactions evaluates credit enhancement levels based on an
aggregation of adjusted loan level proceeds derived from its
Moody's loan level LTV ratios. Major adjustments to determining
proceeds include leverage, loan structure, and property type. These
aggregated proceeds are then further adjusted for any pooling
benefits associated with loan level diversity, other concentrations
and correlations.

These ratings: (a) are based solely on information in the public
domain and/or information communicated to Moody's by the issuer at
the date it was prepared and such information has not been
independently verified by Moody's; (b) must be construed solely as
a statement of opinion and not a statement of fact or an offer,
invitation, inducement or recommendation to purchase, sell or hold
any securities or otherwise act in relation to the issuer or any
other entity or in connection with any other matter. Moody's does
not guarantee or make any representation or warranty as to the
correctness of any information, rating or communication relating to
the issuer. Moody's shall not be liable in contract, tort,
statutory duty or otherwise to the issuer or any other third party
for any loss, injury or cost caused to the issuer or any other
third party, in whole or in part, including by any negligence (but
excluding fraud, dishonesty and/or willful misconduct or any other
type of liability that by law cannot be excluded) on the part of,
or any contingency beyond the control of Moody's, or any of its
employees or agents, including any losses arising from or in
connection with the procurement, compilation, analysis,
interpretation, communication, dissemination, or delivery of any
information or rating relating to the issuer.

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 may
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously anticipated. Factors that may cause an
upgrade of the ratings include significant loan paydowns or
amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.

Its rating addresses only the credit risks associated with the
transaction. Other non-credit risks have not been addressed and may
have a significant effect on yield to investors.


NEUBERGER BERMAN 31: S&P Assigns BB- (sf) Rating to Class E Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Neuberger Berman Loan
Advisers CLO 31 Ltd.'s floating-rate notes.

The note issuance is a collateralized loan obligation (CLO)
transaction backed by broadly syndicated speculative-grade (rated
'BB+' and lower) senior secured term loans managed by Neuberger
Berman Loan Advisers LLC.

The ratings reflect:

-- The diversified collateral pool.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is expected to be
bankruptcy remote.

  RATINGS ASSIGNED
  Neuberger Berman Loan Advisers CLO 31 Ltd./Neuberger Berman Loan

  Advisers CLO 31 LLC

  Class                 Rating      Amount (mil. $)
  A-1                   AAA (sf)             302.50
  A-2A                  NR                    11.50
  A-2B                  NR                     6.00
  B                     AA (sf)               55.00
  C (deferrable)        A (sf)                37.00
  D (deferrable)        BBB- (sf)             28.00
  E (deferrable)        BB- (sf)              17.00
  Subordinated notes    NR                    47.80

  NR--Not rated.


NORTHWOODS CAPITAL XVIII: Moody's Rates $26MM Class E Notes Ba3
---------------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
debt issued by Northwoods Capital XVIII, Limited.

Moody's rating action is as follows:

US$252,500,000 Class A Loans maturing in 2032 (the "Class A
Loans"), Assigned Aaa (sf)

US$40,000,000 Class A Senior Secured Fixed Rate Notes due 2032 (the
"Class A Notes"), Assigned Aaa (sf)

US$36,500,000 Class B-1 Senior Secured Floating Rate Notes due 2032
(the "Class B-1 Notes"), Assigned Aa2 (sf)

US$12,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032
(the "Class B-2 Notes"), Assigned Aa2 (sf)

US$20,000,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2032 (the "Class C Notes"), Assigned A2 (sf)

US$27,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2032 (the "Class D Notes"), Assigned Baa3 (sf)

US$26,000,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2032 (the "Class E Notes"), Assigned Ba3 (sf)

The Class A Loans, the Class A 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 Debt."

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.

Northwoods XVIII is a managed cash flow CLO. The issued debt will
be collateralized primarily by broadly syndicated senior secured
corporate loans. At least 90% of the portfolio must consist of
senior secured loans, and up to 10% of the portfolio may consist of
second lien loans and unsecured loans. The portfolio is
approximately 80% ramped as of the closing date.

Angelo, Gordon & Co., L.P. 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 Debt, 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 debt 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: $450,000,000

Diversity Score: 63

Weighted Average Rating Factor (WARF): 2650

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 6.50%

Weighted Average Recovery Rate (WARR): 47.0%

Weighted Average Life (WAL): 9.3 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 Debt is subject to uncertainty. The
performance of the Rated Debt 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 Debt.


OAKTREE CLO 2019-2: S&P Assigns BB- (sf) Rating to Class D Notes
----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Oaktree CLO 2019-2
Ltd.'s floating- and fixed-rate notes.

The note issuance is a collateralized loan obligation (CLO)
transaction, which consists primarily of broadly syndicated
speculative-grade (rated 'BB+' and lower) senior secured term loans
that are governed by collateral quality tests.

The ratings reflect:

-- The diversified collateral pool;

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization;

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading; and

-- The transaction's legal structure, which is expected to be
bankruptcy remote.

  RATINGS ASSIGNED
  Oaktree CLO 2019-2 Ltd./Oaktree CLO 2019-2 LLC

  Class                Rating      Amount (mil. $)
  A-1a                 AAA (sf)             297.50
  A-1b                 NR                    27.50
  A-2                  AA (sf)               55.00
  B-1 (deferrable)     A (sf)                20.00
  B-2 (deferrable)     A (sf)                10.00
  C (deferrable)       BBB-(sf)              28.75
  D (deferrable)       BB- (sf)              18.75
  Subordinated notes   NR                    47.20

  NR—Not rated.


ORANGE LAKE 2019-A: Fitch to Rate $61.308MM Class D Notes 'BBsf'
----------------------------------------------------------------
Fitch Ratings expects to assign the following ratings and Rating
Outlooks to notes issued by Orange Lake Timeshare Trust 2019-A,
LLC:

  -- $103,893,000 class A notes 'AAAsf'; Outlook Stable;

  -- $97,265,000 class B notes 'Asf'; Outlook Stable;

  -- $63,960,000 class C notes 'BBBsf'; Outlook Stable;

  -- $61,308,000 class D notes 'BBsf'; Outlook Stable.

KEY RATING DRIVERS

Borrower Risk - Weakening Borrower Credit Quality: OLTT 2019-A's WA
FICO score is 710, which is second lowest after 2006-A's at 652. In
addition to weaker FICO scores, 2019-A also includes loans
originated through rebranded Silverleaf resort sales centers. These
were not part of 2018-A, but were previously included in 2016-A.
Further, this is the first transaction since 2006-A that includes
borrowers with FICO scores of 550-599 in the pool.

Forward-Looking Approach on CGD Proxy - Weakening Performance: The
2016 and 2017 vintages are experiencing higher default rates than
observed during the recent recession due principally to integration
challenges following the Silverleaf acquisition in 2015. Fitch
accounted for these performance trends in deriving its cumulative
gross default (CGD) proxy of 21.50% by focusing on extrapolations
of the 2007-2009 and 2015-2017 vintages.

Fitch takes into consideration the strength of the economy, and
future expectations in its analysis, by assessing key macroeconomic
indicators correlated with timeshare loan performance, such as GDP
and the unemployment rate. These were accounted for in the
derivation of Fitch's CGD proxy for 2019-A.

Structural Analysis - Sufficient CE Structure: Initial hard credit
enhancement (CE) is expected to be 71.15%, 41.80%, 22.50% and 4.00%
for class A, B, C and D notes, respectively. Hard CE is composed of
overcollateralization (OC), a reserve account and subordination.
Soft CE is also provided by excess spread and is expected to be
10.44% per annum. The structure is sufficient to cover multiples of
3.50x, 2.50x, 1.75x and 1.25x for 'AAAsf', 'Asf', 'BBBsf' and
'BBsf', respectively.

Originator/Seller/Servicer Operational Review - Quality of
Origination/Servicing: OLCC has demonstrated sufficient abilities
as an originator and servicer of timeshare loans, as evidenced by
the historical delinquency and default performance of securitized
trusts and of the managed portfolio.

RATING SENSITIVITIES

Unanticipated increases in the frequency of defaults could produce
CGD levels higher than the base case and would likely result in
declines of CE and remaining default coverage levels available to
the notes. Additionally, unanticipated increases in prepayment
activity could also result in a decline in coverage. Decreased
default coverage may make certain note ratings susceptible to
potential negative rating actions, depending on the extent of the
decline in coverage.

Thus, Fitch conducts sensitivity analysis by stressing both a
transaction's initial base case CGD and prepayment assumptions by
1.5x and 2.0x, and examining the rating implications on all classes
of issued notes. The 1.5x and 2.0x increases of the base case CGD
and prepayment assumptions represent moderate and severe stresses,
respectively, and are intended to provide an indication of the
rating sensitivity of notes to unexpected deterioration of a
trust's performance.


SPRUCE HILL 2019-SH1: S&P Assigns Prelim B(sf) Rating to B-2 Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Spruce Hill
Mortgage Loan Trust 2019-SH1's mortgage-backed notes.

The note issuance is a residential mortgage-backed transaction
backed by first-lien, fixed- and adjustable-rate, fully amortizing
residential mortgage loans secured by single-family residences,
planned-unit developments, two- to four-family residences, and
condominiums to both prime and nonprime borrowers. The pool has 977
loans, which are primarily non-qualified mortgage loans.

The preliminary ratings are based on information as of May 17,
2019. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

-- The pool's collateral composition;
-- The credit enhancement provided for this transaction;
-- The transaction's associated structural mechanics;
-- The transaction's representation and warranty framework; and
-- The mortgage originator.

  PRELIMINARY RATINGS ASSIGNED
  Spruce Hill Mortgage Loan Trust 2019-SH1

  Class     Rating            Amount ($)
  A-1       AAA (sf)         172,771,000
  A-2       AA (sf)           19,714,000
  A-3       A (sf)            38,159,000
  M-1       BBB (sf)          18,586,000
  B-1       BB (sf)           14,644,000
  B-2       B (sf)            10,983,000
  B-3       NR                 6,759,766
  XS        NR                   Notional(i)
  R         NR                       N/A

(i)Notional amount equals the loans' aggregate stated principal
balance.
NR--Not rated.
N/A--Not applicable.


TABERNA PREFERRED IX: Moody's Hikes A-1LB Notes Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Taberna Preferred Funding IX, Ltd.:

  US$275,000,000 Class A-1LA Floating Rate Notes Due May 2038
  (current outstanding balance of $40,306,738), Upgraded to
  A3 (sf); previously on September 13, 2018 Upgraded to Baa3 (sf)

  US$100,000,000 Class A-1LAD Delayed Draw Floating Rate Notes
  Due May 2038 (current outstanding balance of $14,656,996),
  Upgraded to A3 (sf); previously on September 13, 2018 Upgraded
  to Baa3 (sf)

  US$116,000,000 Class A-1LB Floating Rate Notes Due May 2038
  (current outstanding balance including defaulted interest of
  $124,886,682), Upgraded to Caa2 (sf); previously on May 7,
  2010 Downgraded to Caa3 (sf)

Taberna Preferred Funding IX, Ltd., issued in June 2007, is a
collateralized debt obligation (CDO) backed mainly by a portfolio
of REIT trust preferred securities (TruPS), with small exposure to
bank TruPS and CMBS securities.

RATINGS RATIONALE

The rating actions are primarily a result of the deleveraging of
the Class A-1LA and Class A-1LAD notes, an increase in the
transaction's over-collateralization (OC) ratios, and the
improvement in the credit quality of the underlying portfolio since
September 2018.

The Class A-1LA and Class A-1LAD notes have paid down by
approximately 39.7% or $36.1 million in total since September 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-1LAD and A-1LB
notes have improved to 446.4% and 136.4%, respectively, from
September 2018 levels of 294.9% and 126.2%, respectively. The Class
A-1LA and Class A-1LAD notes will continue to benefit from the
diversion of excess interest and the use of proceeds from
redemptions of underlying assets in the collateral pool.

The deal has also benefited from improvement in the credit quality
of the underlying portfolio. According to Moody's calculations, the
weighted average rating factor (WARF) improved to 2946 from 3111 in
September 2018.

Taberna Preferred Funding IX, Ltd. declared an event of default
(EOD) on November 10, 2015 and acceleration of the notes on
November 30, 2015. As a result, the Class A-1LA and Class A-1LAD
notes have become senior to all other notes and will continue to
benefit from all interest and principal proceeds of the collateral
pool until they will be paid in full.

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 and of $245.4 million,
defaulted/deferring par of $64.9 million, a weighted average
default probability of 39.66% (implying a WARF of 2946), and a
weighted average recovery rate upon default of 10.0%.

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:

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 portfolio consists primarily
of unrated assets whose default probability Moody's assesses
through credit scores derived using RiskCalc or credit assessments.
Because these are not public ratings, they are subject to
additional estimation uncertainty.


UNITED AUTO 2019-1: DBRS Gives Prov. B Rating on Class F Notes
--------------------------------------------------------------
DBRS, Inc. assigned provisional ratings to the following classes of
notes to be issued by United Auto Credit Securitization Trust
2019-1 (UACST 2019-1 or the Issuer):

-- $142,500,000 Class A Notes rated AAA (sf)
-- $32,180,000 Class B Notes rated AA (sf)
-- $33,700,000 Class C Notes rated A (sf)
-- $39,840,000 Class D Notes rated BBB (low) (sf)
-- $21,920,000 Class E Notes rated BB (sf)
-- $14,860,000 Class F Notes rated B (sf)

The provisional ratings are based on a review by DBRS of the
following analytical considerations:

-- Transaction capital structure, proposed ratings and form and
sufficiency of available credit enhancement.

-- Credit enhancement is in the form of over-collateralization,
subordination, amounts held in the reserve account and excess
spread. Credit enhancement levels are sufficient to support
DBRS-projected expected cumulative net loss assumptions under
various stress scenarios.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay investors according to the terms under which
they have invested. For this transaction, the ratings address the
timely payment of interest on a monthly basis and principal by the
legal final maturity date.

-- United Auto Credit Corporation's (UACC or the Company)
capabilities with regard to originations, underwriting and
servicing and the existence of an experienced and capable backup
servicer.

-- DBRS has performed an operational risk review of UACC and
considers the entity to be an acceptable originator and servicer of
subprime automobile loan contracts with an acceptable backup
servicer.

-- The Company's senior management team has considerable
experience and a successful track record within the auto finance
industry.

-- UACC successfully consolidated its business into a centralized
servicing platform and consolidated originations into two regional
buying centers. The Company retained experienced managers and staff
at the servicing center and buying centers.

-- UACC continues to evaluate and fine-tune its underwriting
standards as necessary. UACC has a risk management system allowing
centralized oversight of all underwriting and substantial
technology systems, which provide daily metrics on all
originations, servicing and collections of loans.

-- The credit quality of the collateral and performance of the
Company's auto loan portfolio.

-- UACC originates collateral that generally has shorter terms,
higher down payments, lower book values and higher borrower income
requirements than some other subprime auto loan originators.

-- UACST 2019-1 provides for Class F Notes with an assigned rating
of B (sf). While the DBRS "Rating U.S. Retail Auto Loan
Securitizations" methodology does not set forth a range of
multiples for this asset class at the B (sf) level, the analytical
approach for this rating level is consistent with that contemplated
by the methodology. The typical range of multiples applied in the
DBRS stress analysis for a B (sf) rating is 1.00 times (x) to
1.25x.

-- The legal structure and presence of legal opinions that address
the true sale of the assets to the Issuer, the non-consolidation of
the special-purpose vehicle with UACC, that the trust has a valid
first-priority security interest in the assets and the consistency
with the DBRS "Legal Criteria for U.S. Structured Finance."


UNITED AUTO 2019-1: S&P Assigns B (sf) Rating to Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its ratings to United Auto Credit
Securitization Trust 2019-1's automobile receivables-backed notes
series 2019-1.

The note issuance is an asset-backed securities (ABS) transaction
backed by subprime auto loan receivables.

The ratings reflect S&P's view of:

-- The availability of approximately 58.5%, 50.9%, 42.0%, 32.3%,
26.9%, and 23.4% (pre-haircut) credit support for the class A, B,
C, D, E, and F notes, respectively, based on stressed break-even
cash flow scenarios (including excess spread). These credit support
levels provide coverage of approximately 2.90x, 2.50x, 2.05x,
1.55x, 1.27x, and 1.10x S&P's expected net loss range of
19.50%-20.50% for the class A, B, C, D, E, and F notes,
respectively.

-- The likelihood of timely interest and principal payments by the
assumed legal final maturity dates under stressed cash flow
modeling scenarios that are appropriate for the assigned ratings.

-- S&P's expectation that under a moderate ('BBB') stress
scenario, all else being equal, the ratings on the class A and B
notes would not be lowered, the rating on the class C notes would
not decline by more than one rating category, and the rating on the
class D notes would not decline by more than two rating categories
over their life. Under this scenario, the ratings on the class E
and F notes would not decline by more than two rating categories
from S&P's 'BB (sf)' and 'B (sf)' ratings, respectively, in the
first year but would ultimately default. These potential rating
movements are consistent with S&P's credit stability criteria.

-- Credit enhancement in the form of subordination,
overcollateralization, a reserve account, and excess spread.

-- The collateral characteristics of the subprime pool being
securitized. It is approximately five months seasoned, with a
weighted average original term of approximately 45 months and an
average remaining term of about 40 months. As a result, S&P expects
that the pool will pay down more quickly than many other subprime
pools that are usually characterized by longer weighted average
original and remaining terms.

-- S&P's analysis of seven years of static pool data following the
credit crisis and after United Auto Credit Corp. (UACC) centralized
its operations and shifted toward shorter loan terms. S&P also
reviewed the performance of UACC's three outstanding
securitizations as well as its paid-off securitizations. UACC's
more than 20-year history of originating, underwriting, and
servicing subprime auto loans.

-- The transaction's payment and legal structures.

  RATINGS ASSIGNED
  United Auto Credit Securitization Trust 2019-1

  Class     Rating(i)       Amount (mil. $)
  A         AAA (sf)                 142.50
  B         AA (sf)                   32.18
  C         A (sf)                    33.70
  D         BBB (sf)                  39.84
  E         BB (sf)                   21.92
  F         B (sf)                    14.86


VENTURE 37: Moody's Gives (P)Ba3 Rating on $26.5MM Class E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to seven
classes of notes to be issued by Venture 37 CLO, Limited.

Moody's rating action is as follows:

US$285,000,000 Class A-1L Senior Secured Floating Rate Notes due
2032 (the "Class A-1L Notes"), Assigned (P)Aaa (sf)

US$25,000,000 Class A-1F Senior Secured Fixed Rate Notes due 2032
(the "Class A-1F Notes"), Assigned (P)Aaa (sf)

US$15,000,000 Class A-2 Senior Secured Floating Rate Notes due 2032
(the "Class A-2 Notes"), Assigned (P)Aaa (sf)

US$50,000,000 Class B Senior Secured Floating Rate Notes due 2032
(the "Class B Notes"), Assigned (P)Aa2 (sf)

US$32,000,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2032 (the "Class C Notes"), Assigned (P)A2 (sf)

US$26,500,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2032 (the "Class D Notes"), Assigned (P)Baa3 (sf)

US$26,500,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2032 (the "Class E Notes"), Assigned (P)Ba3 (sf)

The Class A-1L Notes, the Class A-1F 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 37 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, cash, and eligible investments,
and up to 10.0% of the portfolio may consist of second lien loans
and unsecured loans. Moody's expects the portfolio to be
approximately 75% 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, 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 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: 75

Weighted Average Rating Factor (WARF): 2900

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 47.50%

Weighted Average Life (WAL): 9.08 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.


VERUS SECURITIZATION 2019-2: S&P Assigns B(sf) Rating to B-2 Certs
------------------------------------------------------------------
S&P Global Ratings assigned its ratings to Verus Securitization
Trust 2019-2's mortgage pass-through certificates.

The issuance is a residential mortgage-backed securities (RMBS)
transaction backed by U.S. residential mortgage loans.

The ratings reflect:

-- The pool's collateral composition;
-- The credit enhancement provided for this transaction;
-- The transaction's associated structural mechanics;
-- The representation and warranty framework for this transaction;
and
-- The mortgage aggregator, Invictus Capital Partners.

  RATINGS ASSIGNED
  Verus Securitization Trust 2019-2
  Class       Rating(i)          Amount ($)
  A-1         AAA (sf)          415,179,000
  A-2         AA (sf)            36,249,000
  A-3         A (sf)             69,146,000
  M-1         BBB- (sf)          41,122,000
  B-1         BB (sf)            17,058,000
  B-2         B (sf)             17,971,000
  B-3         NR                 12,489,781
  A-IO-S      NR                   Notional(ii)
  XS          NR                   Notional(ii)
  P           NR                        100
  R           NR                        N/A

(i) The ratings assigned to the classes address the ultimate
payment of interest and principal.
(ii)The notional amount equals the loans' stated principal balance.

N/A--Not applicable.
NR--Not Rated.


[*] S&P Takes Actions on 17 National Collegiate Student Loan Trusts
-------------------------------------------------------------------
S&P Global Ratings raised its ratings on 15 classes of notes,
affirmed its ratings on 15 classes of notes, and lowered its
ratings on two classes of notes issued by 17 National Collegiate
Student Loan Trusts (12 discrete trusts and five grantor trusts),
all collateralized by private student loans issued between 2003 and
2007. The remaining 21 ratings were previously lowered to 'D (sf)'
because the affected classes breached their subordinate interest
triggers and missed receiving timely interest payments. The review
excludes the series 2007-3, 2007-4, and master trust I that were
reviewed nine months ago.

The rating actions reflect S&P's views regarding collateral
performance and associated credit enhancement levels. Collateral
performance has continued to stabilize. The pace of increase in
cumulative defaults continues to decline, and the percentage of
loans that are in current repayment status increased. As a result,
credit enhancement levels for some of the classes of notes has
stabilized or increased. The rating actions also considered the
trust's relevant structural features--in particular, each trust's
cost of funds, capital structure, payment waterfalls, subordinate
interest reprioritization features, nonmonetary event of default
(EOD) provisions, and operational risks.

The transactions covered in this review do not have any structural
features that would mitigate a reprioritization of principal
payments to pro rata for the senior notes after a nonmonetary EOD.
As such, S&P determined through the application of its nonmonetary
EOD criteria that the likelihood of a nonmonetary EOD occurring and
resulting in pro rata principal payments to the class A is not
sufficiently remote. Accordingly, for these transactions S&P will
continue to treat the class A senior notes as a single class by not
differentiating the ratings.

S&P has received notices that litigation between the transaction
parties is still ongoing. In its view, the servicer and special
servicer for these transactions are key transaction parties that
perform roles that affect the collateral's performance. At this
time, there is uncertainty as to how the resolution of the
litigation will affect the transactions and the roles of their
related servicers. In applying its operational risk criteria
framework, this uncertainty impacted S&P's assessment of the
maximum potential rating. S&P has assessed the maximum rating on
the notes to be limited to the 'BB' category.

TRUST PERFORMANCE

Since S&P's 2016 full surveillance review, the pace of increase in
cumulative defaults for all of the trusts has slowed. These trusts
have pool factors that range from 16% to 32% and now have greater
than 94% of their loans in repayment and current paying status.

The performance, in terms of the pace of defaults and the
percentage of loans in repayment, indicates that the trusts are
likely past their peak default periods.

  Table 1
  Cumulative Default Rate(i)
                 Current       12-mo.   Last  review        12-mo.
  Series      March 2019   change(ii)     Jan. 2016    change(ii)
  2003-1           34.7%        +0.4%         32.8%         +0.9%
  2004-1           33.3%        +0.4%         31.4%         +0.9%
  2004-2           36.4%        +0.6%         34.0%         +1.4%
  2005-1           32.0%        +0.4%         29.9%         +1.1%
  2005-2           40.5%        +0.7%         37.6%         +1.3%
  2005-3           37.0%        +0.7%         34.0%         +1.6%
  2006-1           39.8%        +0.7%         36.5%         +1.7%
  2006-2           50.2%        +0.9%         46.3%         +2.3%
  2006-3           43.6%        +0.8%         39.5%         +2.2%
  2006-4           51.7%        +1.0%         47.2%         +2.6%
  2007-1           46.0%        +0.9%         41.4%         +2.3%
  2007-2           50.5%        +1.0%         45.5%         +2.9%

(i)Reported cumulative defaults as a percentage of initial student
loans financed.
(ii)Calculated as the 12-month absolute change in the cumulative
default rate.

  Table 2
  Pool Factor and Payment Status
                        In repayment and not delinquent(i)
          Pool factor          Current   Last review
  Series   March 2019       March 2019     Jan. 2016
  2003-1        16.5%            95.9%         95.4%
  2004-1        15.9%            96.5%         95.1%
  2004-2        22.5%            96.3%         95.3%
  2005-1        19.7%            96.4%         95.1%
  2005-2        22.1%            95.7%         94.7%
  2005-3        25.4%            96.1%         94.5%
  2006-1        26.5%            95.7%         94.3%
  2006-2        25.8%            95.2%         93.4%
  2006-3        30.5%            95.4%         93.0%
  2006-4        29.1%            95.0%         92.6%
  2007-1        31.4%            94.6%         91.6%
  2007-2        30.5%            94.5%         91.2%

(i)Reported percentage of the loan pool in repayment and less than
30 days delinquent as a percentage of total principal ending
balance (does not include accrued interest).

The historical impact of poor collateral performance, as measured
by high percentages of realized cumulative net losses (CNLs), has
led to high levels of under-collateralization for all of the
trusts. However, collateral performance has stabilized and,
combined with senior bond principal amortization, is improving hard
credit enhancement to the senior classes for most of the trusts.
Additionally, interest reprioritization triggers that reprioritize
subordinate class interest payments below senior class principal
payments have also helped stabilize senior class hard enhancement
for most of the trusts.

  Table 3
  Hard Credit Enhancement
                 Total parity(i)             Senior Parity(ii)
               Current   Change since      Current   Change since
  Series    March 2019    last review   March 2019    last review
  2003-1         64.5%         -12.9%       150.5%         +28.3%
  2004-1         56.3%         -15.3%        99.1%          -1.5%
  2004-2         82.8%          -2.5%       161.6%          +9.8%
  2005-1         75.3%          -5.6%       146.3%         +32.5%
  2005-2         65.7%          -8.4%       105.6%          +7.1%
  2005-3         73.3%          -6.1%       115.9%         +12.4%
  2006-1         68.6%          -7.2%       101.0%          +5.0%
  2006-2         57.9%         -10.0%        82.8%          -2.8%
  2006-3         65.5%          -7.5%       111.5%         +10.5%
  2006-4         59.9%          -8.2%       102.2%          +7.2%
  2007-1         62.9%          -7.7%        97.8%          +4.2%
  2007-2         58.5%          -9.2%        94.6%          +2.1%

(i)Generally defined as total assets divided by total outstanding
note balance.
(ii)Generally defined as total assets divided by class A
outstanding note balance.

STRUCTURAL FEATURES

The reserve accounts for each of the trusts are currently at their
respective floors or are amortizing toward their floors. The
reserve accounts are available to pay note interest (except for the
interest on subordinate classes that have been reprioritized) and
fees, as well as principal at final maturity.

In addition to subordination of the lower classes of notes in each
trust, all of the trusts except for series 2003-1 and 2004-1 are
supported by interest reprioritization triggers. The triggers are
generally based on a cumulative default threshold or parity levels.
When a class's interest reprioritization trigger is breached, the
interest payment to that class will become subordinate to principal
payments of the most senior classes until targeted parity levels
are reached.

At issuance, each of the trusts were structured to provide excess
spread over the transaction's life as additional credit
enhancement. Excess spread levels have been under pressure for each
trust, primarily because of under-collateralization. Additionally,
the series 2003-1 and 2004-1 transactions contain higher-cost
auction-rate notes. The coupons on the auction-rate notes have been
based on the maximum rate definitions in the indentures (generally
LIBOR plus a rating dependent margin) since the auction-rate market
failed.

EXPECTED DEFAULT AND NET LOSS PROJECTIONS

As discussed earlier, the trusts recent performance indicates that
they are likely past their peak default periods as evidenced by
slowing in their pace of defaults. As a result, S&P now expects
lifetime cumulative gross defaults for more seasoned trusts to
range from 35%-40% of the original pool balance (series 2003-1
through series 2005-3) and lifetime cumulative gross defaults for
the less seasoned trusts to range from 43%-57% (series 2006-1
through 2007-2). S&P's revised base-case recovery assumption is 15%
for all of the trusts, which considers cumulative recoveries for
the trusts, excluding previous claims payments by the guarantor,
which is no longer paying claims.

BREAK-EVEN CASH FLOW MODELING ASSUMPTIONS

S&P ran break-even cash flow models that maximized CNLs under
various interest rate scenarios and rating stress assumptions. The
following are some of the major assumptions S&P modeled:

-- A five-year flat default curve;

-- Recovery rates ranging from 10%-15%, taken evenly over 10
years;

-- Ramped prepayment speeds starting at 3% constant prepayment
rate (an annualized prepayment speed stated as a percentage of the
current loan balance) and increasing 1% per year to a maximum rate
of 5%-7% depending on the rating scenario (constant for the
remainder of the deal's life);

-- Deferment and forbearance as percentage of the loan pool of 3%
each (6% total in nonpaying status) for five years;

-- Two interest rate scenarios for the stress levels commensurate
to the ratings of the liabilities created by a credit rating model
based on the Cox-Ingersoll-Ross framework (the CIR model):

-- Rising then falling interest rates (up/down curve), and

-- Falling then rising interest rates (down/up curve).

-- Auctions that failed for each transaction's life, with
auction-rate coupons based on maximum rate definitions in the
indentures and the current ratings assigned to the notes.

RATING ACTION RATIONALE

In general, the discrete trusts impaired by substantial
under-collateralization levels or containing auction-rate
securities yielded the lowest break-evens due to the compression of
excess spread. The resulting pressure on excess spread has caused
total parity to continue to decline as principal collections were
used in some periods to cover interest expenses in S&P's stressed
cash flows. The class A senior notes for trusts with subordinate
note interest triggers were generally able to absorb greater losses
than trusts without subordinate note triggers. As discussed above,
when an interest trigger is breached, available funds in the
trust's payment waterfall are used to make principal payments to
the class A notes before paying interest to the subordinate notes.

S&P's rating actions on 17 classes are based on its review of the
remaining available credit enhancement, the expected trend in hard
enhancement based on recent performance, and the results of its
break-even cash flow analysis. However, the ratings are constrained
to the 'BB' category due to S&P's assessment of operational risk
discussed earlier.

Fifteen classes were affected by the application of S&P's criteria
for assigning 'CCC' and 'CC' ratings. The criteria states that S&P
rates an issuer or issue 'CC' when S&P expects default to be a
virtual certainty, regardless of the time to default. Each of these
classes of notes are now under-collateralized as a result of the
collateral's poor historical performance or have exposure to
auction-rate coupons with no protection from interest
reprioritization in a stressed scenario. Accordingly, the 'CC (sf)'
ratings on some classes reflect that it believes the classes will
default under even optimistic collateral performance scenarios over
a longer period of time based on their substantial
under-collateralization and their recent declining trend in hard
enhancement (despite recent improvements in collateral
performance). Classes rated 'CCC (sf)' reflect that they are
under-collateralized or have exposure to auction-rate coupons
without the benefit of subordinate note interest reprioritization
and in S&P's view are still vulnerable to non-payment.

The grantor trusts are pass-through structures, and the ratings on
the certificates issued out of the related grantor trusts are
linked to the credit quality of the underlying notes backing the
certificates from the discrete trust.

S&P previously lowered its ratings to 'D (sf)' on 21 of the class
B, C, and D notes from the discrete trusts because the affected
classes stopped receiving interest payments after their subordinate
interest triggers were breached (which occurs when the class senior
in the capital structure becomes under-collateralized). While some
of the classes have since started to receive interest payments due
to the increase in parity of the class senior in the capital
structure, S&P is not raising the ratings of these classes from 'D
(sf)' consistent with its criteria for raising 'D' ratings. The
criteria states that S&P will not raise a rating from 'D' or 'SD'
if it believes a further default is a virtual certainty, which
corresponds to 'CC' in its rating definition. S&P believes a
further default is virtually certain based on the current level of
under-collateralization.

S&P will continue to monitor the ongoing performance of these
trusts. In particular, S&P will continue to review available credit
enhancement, which is primarily a function of the pace of defaults,
principal amortization, excess spread, and the ongoing disputes
between the transaction parties."

  RATINGS RAISED

  National Collegiate Student Loan Trust 2004-2 (The)
  US$1.123 bil asset-backed notes and certificates series 2004-2
                 Rating
  Class      To          From
  B          CCC+        CCC

  National Collegiate Student Loan Trust 2005-2 (The)
  US$618.07 mil student loan asset backed notes and certificates  

  series 2005-2
                 Rating
  Class      To          From
  A-4        B           B-

  National Collegiate Student Loan Trust 2006-1(The)
  US$900.697 mil student loan asset backed notes series 2006-1
                 Rating
  Class      To          From
  A-5        B           B-

  National Collegiate Student Loan Trust 2006-3 (The)
  US$2.287 bil student loan asset-backed notes series 2006-3
                 Rating
  Class      To          From
  A-4        BB-         B-
  A-5        BB-         B-

  National Collegiate Student Loan Trust 2006-4 (The)
  US$1.025 bil student loan asset-backed notes and certificates
  series 2006-4
                 Rating
  Class      To          From
  A-3        B+          B-
  A-4        B+          B-

  NCF Grantor Trust 2004-2
  US$187.87 mil student loan asset-backed and certificates series

  2004-2
                 Rating
  Class      To          From
  A-5-1      BB+         BB
  A-5-2      BB+         BB

  NCF Grantor Trust 2005-1
  US$163.83 mil asset-backed certificates series 2005-1
                 Rating
  Class      To          From
  A-5-1      BB+         B+
  A-5-2      BB+         B+

  NCF Grantor Trust 2005-2
  US$94 mil asset-backed certificates series 2005-2
                 Rating
  Class      To          From
  A-5-1      B           B-
  A-5-2      B           B-

  NCF Grantor Trust 2005-3
  US$441.213 mil asset-backed certificates series 2005-3
                 Rating
  Class      To          From
  A-5-1      BB          B
  A-5-2      BB          B

  RATINGS LOWERED

  National Collegiate Student Loan Trust 2006-2 (The)
  US$673.33 mil student loan asset-backed notes series 2006-2
                 Rating
  Class      To          From
  A-3        CC          CCC
  A-4        CC          CCC

  RATINGS AFFIRMED

  National Collegiate Student Loan Trust 2003-1 (The)
  US$687.5 mil student loan asset-backed notes series 2003-1
  Class      Rating
  A-7        B-
  B-1        CC
  B-2        CC

  National Collegiate Student Loan Trust 2004-1 (The)
  US$790.1 mil student loan asset-backed notes 2004-1
  Class      Rating
  A-3        CCC
  A-4        CCC
  B-1 ARC    CC
  B-2 ARC    CC

  National Collegiate Student Loan Trust 2004-2 (The)
  US$1.123 bil asset-backed notes and certificates series 2004-2
  Class      Rating
  C          D

  National Collegiate Student Loan Trust 2005-1 (The)
  US$951.5 mil student loan asset-backed notes and certificates
  series 2005-1
  Class      Rating
  B          CCC
  C          D

  National Collegiate Student Loan Trust 2005-2 (The)
  US$618.07 mil student loan asset backed notes and certificates
  series 2005-2
  Class      Rating
  B          D
  C          D

  National Collegiate Student Loan Trust 2005-3
  US$2.118 bil student loan asset-backed notes and certificates
  series 2005-3
  Class      Rating
  B          CC
  C          D

  National Collegiate Student Loan Trust 2006-1(The)
  US$900.697 mil student loan asset backed notes series 2006-1
  Class      Rating
  B          D
  C          D

  National Collegiate Student Loan Trust 2006-2 (The)
  US$673.33 mil student loan asset-backed notes series 2006-2
  Class      Rating
  B          D
  C          D

  National Collegiate Student Loan Trust 2006-3 (The)
  US$2.287 bil student loan asset-backed notes series 2006-3
  Class      Rating
  B          D
  C          D
  D          D

  National Collegiate Student Loan Trust 2006-4 (The)
  US$1.025 bil student loan asset-backed notes and certificates   
  series 2006-4
  Class      Rating
  B          D
  C          D
  D          D

  National Collegiate Student Loan Trust 2007-1 (The)
  US$1.125 bil student loan asset-backed notes and certificates
  series 2007-1
  Class      Rating
  A-3        B-
  A-4        B-
  B          D
  C          D
  D          D

  National Collegiate Student Loan Trust 2007-2 (The)
  US$1.041 bil student loan asset-backed notes and certificates
  series 2007-2
  Class      Rating
  A-3        CCC
  A-4        CCC
  B          D
  C          D
  D          D

  NCF Grantor Trust 2004-1
  US$75 mil grantor trust certificates series 2004-GT1
  Class      Rating
  A-1        CCC
  A-2        CCC


[*] S&P Takes Various Actions on 67 Classes From 10 U.S. RMBS Deals
-------------------------------------------------------------------
S&P Global Ratings completed its review of 67 classes from 10 U.S.
residential mortgage-backed securities (RMBS) transactions issued
between 2002 and 2004. The transactions are backed by Alternative-A
and negative amortization collateral. The review yielded five
upgrades, 10 downgrades, 49 affirmations, two withdrawals, and one
rating placed on CreditWatch with negative implications.

The CreditWatch placement reflects the trustee report cited
interest shortfalls on the affected class in recent remittance
periods, which could negatively affect S&P's ratings on the class.

ANALYTICAL CONSIDERATIONS

S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by its projected cash flows. These considerations
are based on transaction-specific performance or structural
characteristics (or both) and their potential effects on certain
classes. Some of these considerations include:

-- Collateral performance/delinquency trends;
-- Erosion of or increases in credit support;
-- Historical interest shortfalls or missed interest payments;
-- Priority of principal payments;
-- Available subordination and/or overcollateralization; Expected
short duration;
-- Principal-only criteria; and
-- Interest-only criteria.

RATING ACTIONS

The affirmations reflect S&P's opinion that its projected credit
support and collateral performance on these classes have remained
relatively consistent with its prior projections.

S&P withdrew its ratings on Alternative Loan Trust 2003-4CB's
series 2003-12 classes 2-A-1 and 2-A-3 notes because the related
group has one loan remaining. Once a pool has declined to a de
minimis amount, S&P believes there is a high degree of credit
instability that is incompatible with any rating level.

A list of Affected Ratings can be viewed at:

          https://bit.ly/2JSJ1y6


[*] S&P Withdraws Ratings on 28 Classes From 13 CDO Transactions
----------------------------------------------------------------
S&P Global Ratings withdrew ratings on 28 classes from 13
structured finance collateralized debt obligation (CDO)
transactions based on its view that there is a lack of market
interest in these ratings. All these transactions are CDOs backed
by structured finance assets such as commercial mortgage-backed
securities, commercial real estate (CRE) loans, residential
mortgage-backed securities, etc. These transactions were issued
between 2003 and 2006 and have only a few--less than 20--performing
obligations remaining in the portfolio.

While most of the ratings in this rating action are 'CCC- (sf)' or
'CC (sf)', there are two 'BBB- (sf)' ratings as well. They are the
senior note ratings of Newcastle CDO V Limited and Sorin Real
Estate CDO I. Newcastle CDO V has 11 performing assets in its
portfolio, and the class III-FL note is down to $1.8 million (8% of
its original balance), while Sorin Real Estate CDO I has only eight
performing assets, and the current balance of its class B note is
$7.7 million (39% of its original balance).

  RATINGS WITHDRAWN

  Anthracite 2004-HY1 Ltd.
                 Rating
  Class     To             From
  C         NR             CCC- (sf)

  ARCap 2004-RR3 Resecuritization Inc.
                 Rating
  Class     To             From
  B         NR             CC (sf)

  ARCap 2005-1 Resecuritization Trust
                 Rating
  Class     To             From
  A         NR             CCC- (sf)

  C-BASS CBO IX Ltd.
                 Rating
  Class     To             From
  C         NR             CC (sf)

  Crest 2003-2 Ltd.
                 Rating
  Class     To             From
  E-1       NR             CC (sf)
  E-2       NR             CC (sf)

  Highland Park CDO I Ltd.
                 Rating
  Class     To             From
  A-2       NR             CCC- (sf)
  B         NR             CC (sf)

  Mach One 2004-1 LLC
                 Rating
  Class     To             From
  M         NR             CC (sf)

  Mulberry Street CDO II Ltd.
                 Rating
  Class     To             From
  A-1A      NR             CC (sf)

  Newcastle CDO V Ltd.
                 Rating
  Class     To             From
  III-FL    NR             BBB- (sf)

  N-Star REL CDO VI Ltd. 2006-1
                 Rating
  Class     To             From
  J         NR             D (sf)

  RAIT CRE CDO I Ltd. 2006-1
                 Rating
  Class     To             From
  B         NR             B- (sf)
  C         NR             CCC+ (sf)
  D         NR             CCC (sf)
  E         NR             CCC (sf)
  F         NR             CCC (sf)
  G         NR             CCC- (sf)
  H         NR             CCC- (sf)
  J         NR             CCC- (sf)

  Sorin Real Estate CDO I Ltd.
                 Rating
  Class     To             From
  B         NR             BBB- (sf)
  C         NR             CC (sf)

  Wrightwood Capital Real Estate CDO 2005-1 Ltd.
                 Rating
  Class     To             From
  C         NR             CCC- (sf)
  D         NR             CCC- (sf)
  E         NR             CCC- (sf)
  F         NR             CCC- (sf)
  G         NR             CCC- (sf)
  H         NR             CCC- (sf)

  NR-Not rated.


                            *********

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