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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, June 30, 2019, Vol. 23, No. 180

                            Headlines

AASET TRUST 2019-1: Fitch Assigns BBsf Rating on Class C Notes
ARCAP RESECURITIZATION: Fitch Hikes Class F Debt Rating to B
BANK 2017-BNK6: Fitch Affirms B-sf Rating on 2 Tranches
BX TRUST 2019-RP: Fitch to Rate $28.5MM Class F Certs 'B-sf'
CHC COMMERCIAL 2019-CHC: Fitch to Rate $107MM Class F Certs 'B-sf'

CITIGROUP COMMERCIAL 2016-P4: Fitch Affirms Class F Certs at B-sf
COLT MORTGAGE 2019-3: Fitch to Rate $4.87MM Class B-2 Certs 'Bsf'
COMM 2014-CCRE17: Moody's Affirms Ba2 Rating on Class E Certs
COMM MORTGAGE 2013-CCRE7: Moody's Cuts Class G Debt Rating to Caa3
CONNECTICUT AVENUE 2019-R04: Fitch to Rate 29 Tranches 'Bsf'

CSMC TRUST 2017-LSTK: Moody's Affirms Ba2 Rating on Cl. E Certs
GS MORTGAGE 2019-GC40: Fitch to Rate $16.5MM Class F Certs 'BB-sf'
JAMESTOWN CLO IV: Moody's Lowers Rating on Class E Notes to Caa2
JAMESTOWN CLO V: Moody's Cuts $8MM Class F Notes to Caa3
JP MORGAN 2019-5: Moody's Gives (P)B3 Rating on Class B-5 Debt

JP MORGAN 2019-MFP: Moody's Gives (P)B3 Rating on Class F Certs
MARATHON CLO XIII: Moody's Rates $30MM Class D Notes 'Ba3'
MORGAN STANLEY 2007-TOP27: Fitch Cuts Rating on Class C Debt to CC
MORGAN STANLEY 2019-H6: Fitch Rates $7.7MM Class G-RR Certs 'BB+'
NATIONAL COLLEGIATE: Fitch Affirms 12 Transactions, on Watch Neg.

NATIONSTAR HECM 2019-1: Moody's Gives B3(sf) Rating on Cl. M4 Debt
NEW RESIDENTIAL 2019-NQM3: Fitch Rates Class B-2 Notes 'Bsf'
REGIONAL DIVERSIFIED 2005-1: Moody's Ups Rating on 2 Tranches to Ca
RISERVA LTD: Moody's Rates $27MM Class E-R Notes 'Ba3'
RMF BUYOUT 2019-1: Moody's Gives (P)Ba3 Rating on Class M4 Certs

SILVER AIRCRAFT: Fitch to Rate $32MM Class C Notes 'BB'
TICP CLO 2016-2: Moody's Assigns Ba3(sf) Rating on $20MM E-R Notes
VENTURE 37: Moody's Rates $26.5MM Class E Notes 'Ba3'
WACHOVIA ASSET 2007-HE1: Moody's Hikes Class A Debt to B1
WELLS FARGO 2010-C1: Fitch Lowers Rating on Class E Certs to BBsf


                            *********

AASET TRUST 2019-1: Fitch Assigns BBsf Rating on Class C Notes
--------------------------------------------------------------
Fitch Ratings has assigned ratings and Outlooks to AASET 2019-1
Trust.

AASET 2019-1 expects to use proceeds of the initial notes to
acquire all the aircraft-owning entity series A, B and C notes
(initial series A, B and C AOE notes) issued by AASET 2019-1 US
Ltd. and AASET 2019-1 International Ltd. (AASET International;
collectively, the AOE issuers). The notes will be secured by lease
payments and disposition proceeds on a pool of 25 mid- to
end-of-life aircraft purchased from the SASOF III fund, managed by
Carlyle Aviation Partners and its affiliates. Carlyle Aviation
Management Limited, a wholly owned subsidiary of Carlyle Aviation
Holdings Limited, will be the servicer. This is the fifth public,
Fitch-rated AASET transaction and the eighth issued since 2014 and
serviced by CAML. Fitch does not rate CAP or CAML.

UMB Bank, National Association will act as trustee, security
trustee and operating bank, and Phoenix American Financial
Services, Inc. will act as managing agent.

AASET 2019-1

            Current Rating            Prior Rating
Class A;   LT Asf    New Rating;    previously at A(EXP)sf
Class B;   LT BBBsf  New Rating;    previously at BBB(EXP)sf
Class C;   LT BBsf   New Rating;    previously at BB(EXP)sf

KEY RATING DRIVERS

Stable Asset Quality - High Widebody Aircraft Concentration
(29.4%): The pool is composed of 25 aircraft including 10 B737-800s
(39.8%) and seven A319-100s (20.9%). The five widebody aircraft
include two A330-200s (13.4%), two A330-300s (11.9%) and one
B777-200ER (4.1%) aircraft. The pool has a weighted average (WA)
age of 15.8 years, which is at the older end of the range for
recent transactions but generally consistent with 2018-2.

Lease Term and Maturity Schedule - Neutral: The WA original lease
term is 9.8 years with a WA remaining lease term of 3.9 years,
comparable to recently rated pools. Two leases totaling 8.1% come
due in 2020, five (14.3%) in 2021, six (29.5%) in 2022 and three
(13.3%) in 2023. From 2021-2024, 19 leases (80.4%) come due.

Weaker Lessee Credits: Lessees assumed at 'CCC' by Fitch total
47.5%, which is notably higher compared to prior AASET
transactions, and most of the 17 lessees are either unrated or
speculative-grade credits, typical of aircraft ABS. Unrated or
speculative airlines are assumed to perform consistent with either
a 'B' or 'CCC' Issuer Default Rating (IDR) to reflect default risk
in the pool. Ratings were further stressed during future assumed
recessions and once an aircraft reaches Tier 3 classification.

Country Credit Risk - Neutral: The largest country concentration is
Brazil (16.9%) with three aircraft, which has a Long-Term IDR of
'BB-'/Stable Rating Outlook, and the second largest is France
(12.0%) with two, followed by the U.S. (11.9%), Senegal (9.6%) and
Russia (9.3%). Senegal is not rated by Fitch. The top five
countries total 59.6%, with 28.4% of lessees concentrated in
developed Europe.

Consistent Transaction Structure: Credit enhancement (CE) comprises
overcollateralization (OC), a liquidity facility and a cash
reserve. The initial loan to value (LTV) ratios for class A, B and
C notes are 66.0%, 78.0% and 83.5%, respectively, based on the
average of the maintenance-adjusted base values. These levels are
consistent with AASET 2018-2.

Adequate Structural Protections: Each class of notes makes full
payment of interest and principal in the primary scenarios,
commensurate with their ratings after applying Fitch's stressed
asset and liability assumptions. Fitch will also create multiple
alternative cash flows to evaluate the structural sensitivity to
different scenarios, detailed in this report.

Capable Servicing History and Experience: Fitch believes CAML has
the ability to collect lease payments, remarket and repossess
aircraft in an event of lessee default, and procure maintenance to
retain values and ensure stable performance. This is evidenced by
their prior securitization performance and its servicing experience
of aviation assets and managed aviation funds. CAP's parent
company, The Carlyle Group, is rated 'BBB+'/Stable.

Aviation Market Cyclicality: Commercial aviation has been subject
to significant cyclicality due to macroeconomic and geopolitical
events. Fitch's analysis assumes multiple periods of significant
volatility over the life of the transaction. Downturns are
typically marked by reduced aircraft utilization rates, values and
lease rates, as well as deteriorating lessee credit quality. Fitch
employs aircraft value stresses in its analysis, which take into
account age and marketability to simulate the decline in lease
rates expected over the course of an aviation market downturn and
the decrease to potential residual sales proceeds.

Rating Cap of 'Asf': Fitch limits aircraft operating lease ratings
to a maximum cap of 'Asf' due to the factors discussed, and the
potential volatility they produce.

RATING SENSITIVITIES

The performance of aircraft operating lease securitizations can be
affected by various factors, which, in turn, could have an impact
on the assigned ratings. Fitch conducted multiple rating
sensitivity analyses to evaluate the impact of changes to a number
of the variables in the analysis. These sensitivity scenarios were
also considered in determining Fitch's expected ratings.

Technological Cliff Stress Scenario

All aircraft in the pool face replacement programs over the next
decade. Fitch believes the current generation of aircraft in the
pool remain well insulated due to large operator bases and long
lead times for full replacement. This scenario simulates a drop in
demand (and associated values). The first recession was assumed to
occur two years following close, and all recessionary value decline
stresses were increased by 10% at each rating category. Fitch
additionally utilized a 25% residual assumption rather than the
base level of 50% to stress end-of-life proceeds for each asset in
the pool. Lease rates drop under this scenario, and aircraft are
sold for scrap at end of useful lives. Under this scenario, all
notes fail the 'Asf', 'BBBsf' and 'BBsf' rating stress levels.
Series A notes are able to pass the 'Bsf' category. As a result,
such a scenario could result in the downgrade of series A notes by
up to three categories, while B and C notes could experience a
downgrade by up to two categories. This is the most stressful
sensitivity to this transaction due to the higher reliance on
residual proceeds than previous transactions.

'CCC' Unrated Lessee Assumption Stress Scenario

Airlines across the globe are generally viewed as speculative
grade. While Fitch gives credit to available ratings of the initial
lessees in the pool, assumptions must be made for the unrated
lessees in the pool, as well as all future unknown lessees. While
Fitch typically utilizes a 'B' assumption for most unrated lessees
with some assumed to be 'CCC', Fitch evaluated a scenario in which
all unrated airlines are assumed to carry a 'CCC' rating. This
scenario mimics a prolonged recessionary environment in which
airlines are susceptible to an increased likelihood of default.
This, in turn, would subject the aircraft pool to increased
downtime and expenses, as repossession and remarketing events would
increase. Under this scenario, series A and B notes pass
comfortably at 'Asf'. Series C notes pass at 'BBsf'. This
sensitivity is less stressful to the transactions because 47.5% of
the lessees are already modeled at 'CCC' in the primary scenario,
so much of this risk is already captured in to the primary
scenario.

Widebody Stress Scenarios

The pool contains a large concentration of A330s and one
B777-200ER, which are less marketable compared to the A320 family
aircraft in the pool and have seen value declines in recent years.
The B777, in particular, has been phased out by other more
marketable variants. In addition, both Airbus and Boeing plan to
introduce new engine variants to replace the current generation of
A330s and B777s in the coming years.

Therefore, Fitch created a scenario in which the widebody aircraft
in the pool encounter a considerable amount of stress to their
residual values. First, Fitch assumed all were initially considered
to be Tier 3 aircraft to stress depreciation rates and recessionary
value declines. In addition, Fitch decreased its residual credit to
25% from 50% of stressed future market values. Essentially under
this scenario, the A330-200s and -300s and B777 encounter severe
value decline stresses and are only granted part-out value at the
end of their useful lives. Under this scenario, series A and B
notes pass at their respective ratings and series C passes at one
category lower at 'Bsf'. Fitch feels this scenario is important to
consider due to the weaker demand profiles of the widebody aircraft
indicating potentially lower reliance on widebody aircraft due to
the level and timing of expected cash flows and sales proceeds.


ARCAP RESECURITIZATION: Fitch Hikes Class F Debt Rating to B
------------------------------------------------------------
Fitch Ratings has upgraded four and affirmed 13 classes from three
commercial real estate collateralized debt obligations with
exposure to commercial mortgage-backed securities.

ARCap 2004-1 Resecuritization, Inc.

Debt                Current Rating     Prior Rating
Class F 039279AF1;  LT  Bsf  Upgrade;    previously at CCCsf
Class G 039279AG9;  LT  Csf  Affirmed;   previously at Csf
Class H 039279AH7;  LT  Csf  Affirmed;   previously at Csf
Class J 039279AJ3;  LT  Csf  Affirmed;   previously at Csf
Class K 039279AK0;  LT  Csf  Affirmed;   previously at Csf

COMM 2004-RS1, Ltd.
   
Class E 20047JAD3;  LT  AAAsf Upgrade;   previously at BBsf
Class F 20047JAE1;  LT  Csf  Affirmed;   previously at Csf
Class G 20047JAF8;  LT  Csf  Affirmed;   previously at Csf
Class H 20047JAG6;  LT  Csf  Affirmed;   previously at Csf
Class J 20047JAH4;  LT  Csf  Affirmed;   previously at Csf
Class K 20047JAJ0;  LT  Csf  Affirmed;   previously at Csf
Class L 20047JAK7;  LT  Csf  Affirmed;   previously at Csf
Class M 20047JAL5;  LT  Csf  Affirmed;   previously at Csf
Class N 20047JAM3;  LT  Csf  Affirmed;   previously at Csf

MACH ONE 2004-1
   
Class M 55445RAQ0;  LT  BBBsf  Upgrade;  previously at BBsf
Class N 55445RAR8;  LT  BBBsf  Upgrade;  previously at CCCsf
Class O 55445RAS6;  LT  Dsf    Affirmed; previously at Dsf

KEY RATING DRIVERS

Fitch has upgraded the class F notes in ARCap 2004-1 to 'Bsf' from
'CCCsf' and assigned a Positive Rating Outlook due to increased
credit enhancement from the deleveraging of the capital structure
since the last rating action. Only four bonds from one underlying
CMBS transaction, JPMCC 2003-CIBC6, remain in the pool. The class F
notes in ARCap 2004-1 are reliant upon the bond rated 'Bsf/OutP' in
the underlying JPMCC 2003-CIBC6 for repayment.

Fitch has upgraded the class M and N notes in MACH One 2004-1 to
'BBBsf' from 'BBsf' and 'CCCsf', respectively, and has revised the
Rating Outlook on the class M notes to Positive from Negative and
assigned a Positive Rating Outlook to the class N notes due to
increased credit enhancement from the deleveraging of the capital
structure since the last rating action. The transaction paid down
by $6.2 million (30.8% of the last rating action pool balance),
with nearly 52% of this paydown from distressed rated collateral.
Only the MSCI 1998-WF2 class L bond remain in the pool. Both the
class M and N notes in MACH One 2004-1 are reliant upon this bond,
which is rated 'BBBsf/OutP', for repayment.

Fitch has upgraded the class E notes in COMM 2004-RS1 to 'AAAsf'
from 'BBsf' and revised the Rating Outlook to Stable from Positive
due to increased credit enhancement from the deleveraging of the
capital structure since the last rating action. The BACM 2004-3
class H bond, which comprised 75.5% of the last rating action pool
balance, was repaid in full due to the sole remaining loan, Shops
at Camp Lowell, paying off prior to its June 2019 maturity. Fitch
had assigned a Positive Rating Outlook to the class E notes in COMM
2004-RS1 at the last rating action as a multi-category upgrade
would be possible should this loan pay off. The class E notes of
COMM 2004-RS1 is now fully reliant on proceeds from the one
remaining JPMCC 2004-CIBC8 class H bond in the pool, which is fully
covered by defeased collateral.

Fitch has affirmed 12 classes at 'Csf' as default is considered
inevitable due to their undercollateralization. Fitch has affirmed
one class at 'Dsf' because it has experienced principal
writedowns.

This review was conducted under the framework described in Fitch's
"Global Structured Finance Rating Criteria" and "Structured Finance
CDOs Surveillance Rating Criteria." None of the reviewed
transactions were analyzed within a cash flow model framework due
to the concentrated nature of these CDOs. Fitch also determined the
impact of any structural features to be minimal in the context of
these outstanding CDO ratings or where the hedge has expired. A
look-through analysis of the remaining underlying bonds was
performed to determine the collateral coverage of the remaining
liabilities.

RATING SENSITIVITIES

The Positive Outlook on the class F notes in ARCap 2004-1
represents the possibility that a multi-category upgrade is
possible should the Old Orchard East Shopping Center loan in the
underlying JPMCC 2003-CB6 transaction pay off in full at or prior
to its April 2020 maturity date. This would result in the class
being fully covered by defeased collateral.

The Positive Outlook on the class M and N notes in MACH One 2004-1
reflects the low leverage and sponsor investment in the sole
remaining loan in the underlying MSCI 1998-WF2 transaction, 1201
Pennsylvania Avenue. With additional leasing momentum, upgrades to
these classes are possible.

The Stable Outlook on the class E notes in COMM 2004-RS1 reflects
the remaining collateral being fully defeased and the expected full
repayment of the class. A downgrade is possible only with the
downgrade of the U.S. government.

Classes already rated 'Csf' have limited sensitivity to further
negative migration given their highly distressed rating level.
However, there is potential for classes to be downgraded to 'Dsf'
if they are non-deferrable classes that experience any interest
payment shortfalls, if they are classes that experience principal
writedowns or should an Event of Default as set forth in the
transaction documents occur.


BANK 2017-BNK6: Fitch Affirms B-sf Rating on 2 Tranches
-------------------------------------------------------
Fitch Ratings has affirmed 17 classes of BANK 2017-BNK6, commercial
mortgage pass-through certificates, series 2017-BNK6.

BANK 2017-BNK6

Class A-1 060352AA9;   LT AAAsf   Affirmed;  previously at AAAsf
Class A-2 060352AB7;   LT AAAsf   Affirmed;  previously at AAAsf
Class A-3 060352AD3;   LT AAAsf   Affirmed;  previously at AAAsf
Class A-4 060352AE1;   LT AAAsf   Affirmed;  previously at AAAsf
Class A-5 060352AF8;   LT AAAsf   Affirmed;  previously at AAAsf
Class A-S 060352AJ0;   LT AAAsf   Affirmed;  previously at AAAsf
Class A-SB 060352AC5;  LT AAAsf   Affirmed;  previously at AAAsf
Class B 060352AK7;     LT AA-sf   Affirmed;  previously at AA-sf
Class C 060352AL5;     LT A-sf    Affirmed;  previously at A-sf
Class D 060352AV3;     LT BBB-sf  Affirmed;  previously at BBB-sf
Class E 060352AX9;     LT BB-sf   Affirmed;  previously at BB-sf
Class F 060352AZ4;     LT B-sf    Affirmed;  previously at B-sf
Class X-A 060352AG6;   LT AAAsf   Affirmed;  previously at AAAsf
Class X-B 060352AH4;   LT A-sf    Affirmed;  previously at A-sf
Class X-D 060352AM3;   LT BBB-sf  Affirmed;  previously at BBB-sf
Class X-E 060352AP6;   LT BB-sf   Affirmed;  previously at BB-sf
Class X-F 060352AR2;   LT B-sf    Affirmed;  previously at B-sf

KEY RATING DRIVERS

Stable Performance and Loss Expectations: The affirmations are
based on the overall stable performance and loss expectations of
the pool with no material changes to pool metrics since issuance.
No loans are specially serviced, and two loans (3% of pool) were
designated as Fitch Loans of Concern (FLOCs) because of occupancy
declines/performance concerns.

Minimal Change to Credit Enhancement: As of the June 2019
distribution date, the pool's aggregate balance has been reduced by
0.9% to $924.5 million from $933.3 million at issuance. Based on
the loans' scheduled maturity balances, the pool is expected to
amortize 9.6% during the term. Fourteen loans (44.3% of pool) are
full-term, interest-only, and 20 loans (29.7%) have a partial-term,
interest-only component.

ADDITIONAL CONSIDERATIONS

Pool Concentration: The top 10 loans make up 50.9% of the pool.
Loans maturities are concentrated in 2027 (86%). Two loans (3.2%)
mature in 2022, two (6.7%) in 2024, one (3.2%) in 2026 and one
(0.9%) in 2037.

Fitch Loans of Concern: Gran Park at the Avenues (2.3% of pool),
secured by a 241,496 office property in Jacksonville, FL, was
designated a FLOC because occupancy declined to 78.7% as of March
2019 from 90% at issuance. The decline was primarily due to Florida
East Coast Railway (14.3% NRA) vacating upon lease expiration in
December 2018. Servicer-reported NOI DSCR was 1.91x (based on fully
amortizing principal and interest payments) at YE 2018. Per
servicer updates, the borrower is in discussions with potential
tenants for the vacant space. One additional loan, outside of the
top 30 and less than 1% of the pool, was designated a FLOC for
performance concerns.

Investment-Grade Credit Opinion Loans: Two loans (16.2% of pool)
received stand-alone investment-grade credit opinions at issuance.
The largest loan, the General Motors Building (9.7%), secured by a
50-story mixed-use office and retail building comprised of
approximately 2 million sf on 767 Fifth Avenue in the Plaza
District of Manhattan, received a stand-alone investment-grade
credit opinion at issuance of 'AAAsf'. At issuance, Under Armour
was expected to build out a new flagship retail location at the
property. However, the plans are currently on hold. Apple continues
to occupy the proposed Under Armour space under a temporary basis
until the renovation to Apple's permanent retail space is
completed. Fitch requested an update from the master servicer on
the expected completion date of the Apple space, but a response was
not received. The property serves as the global headquarters for
its largest tenant, Weil, Gotshal & Manges (20.6% NRA).

The third largest loan, Del Amo Fashion Center (6.5%), secured by
1.8 million of a 2.5 million sf regional mall in Torrance, CA,
received a stand-alone investment-grade credit opinion at issuance
of 'BBBsf'. The collateral anchors are JCPenney, which recently
extended its lease for an additional five years through December
2023 and Nordstrom. The non-collateral anchors are Macy's and
Sears. Other large tenants include Dick's Sporting Goods, Dave and
Busters and AMC Theaters. In-line tenant sales were $552 psf for
the TTM ended March 2019, and property performance remains in-line
with Fitch's expectations at issuance.


BX TRUST 2019-RP: Fitch to Rate $28.5MM Class F Certs 'B-sf'
------------------------------------------------------------
Fitch Ratings has issued a presale report on BX Trust 2019-RP,
Commercial Mortgage Pass-Through Certificates, Series 2019-RP.

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

  -- $101,650,000 class A 'AAAsf'; Outlook Stable;

  -- $21,850,000 class B 'AA-sf'; Outlook Stable;

  -- $15,200,000 class C 'A-sf'; Outlook Stable;

  -- $19,950,000 class D 'BBB-sf'; Outlook Stable;

  -- $31,350,000 class E 'BB-sf'; Outlook Stable;

  -- $28,500,000 class F 'B-sf'; Outlook Stable.

The following non-offered, vertical risk retention interest is not
expected to be rated by Fitch:

  -- $11,500,000 class VRR

All offered classes are expected to be privately placed and
pursuant to Rule 144A. The expected ratings do not reflect final
ratings and are based on information provided by the issuer as of
June 17, 2019.

The BX Trust 2019-RP Commercial Mortgage Pass-Through Certificates
represent the beneficial interest in a trust that holds a two-year,
floating-rate, interest-only $230.0 million mortgage loan with
three one-year extension options secured by the fee interests in 12
retail properties with a total of 2.2 million sf located in seven
states. Eleven of the 12 collateral properties were previously
securitized in WFCG 2015-BXRP, and all collateral properties were
part of the sponsor's $1.9 billion, 71-retail property acquisition
from American Realty Capital Properties (ARCP) in 2014.

Loan proceeds, together with $4.5 million of additional sponsor
equity, were used to refinance existing debt of $224.0 million,
fund $3.6 million of upfront reserves and pay $6.9 million of
closing costs. The certificates will follow a sequential-pay
structure; however, so long as there is no event of default, any
voluntary prepayments (up to the first 20% of the loan), including
property releases, will be applied to the certificates on a
pro-rata basis. The deal is scheduled to close on June 27, 2019.

KEY RATING DRIVERS

Fitch Leverage: The $230.0 million whole loan has a Fitch debt
service coverage ratio (DSCR) and loan to value (LTV) ratio of
1.00x and 89.6%, respectively. The sponsor acquired all the
collateral properties in 2014, and contributed an additional $4.5
million of equity towards the subject refinance.

Diverse Portfolio: The loan is secured by 12 retail properties
located in seven states. The three states with the largest
concentrations are Colorado (one property; 32.6% of the allocated
loan amount), Georgia (two properties; 18.7%) and Florida (two
properties; 17.8%). The portfolio consists of almost 150 unique
tenants with approximately 200 leases in place. No tenant leases
more than 9.8% of the NRA or accounts for more than 8.1% of base
rent.

Institutional Sponsorship and Management: The loan is sponsored by
Blackstone Real Estate Partners VII L.P. (Blackstone) and SITE
Centers Corp. (SITE; fka DDR Corp.). The portfolio will be managed
by SITE. SITE (rated BBB/Stable by Fitch) owns and manages 174
shopping centers in the U.S. with reported portfolio occupancy of
93.0% as of March 2019. Blackstone reported over $512.0 billion in
assets under management as of March 2019.

Stagnant Tenant Sales: Sixty-five tenants, representing 589,306sf,
or 26.6% of NRA, reported sales for the trailing 12 months (TTM)
ended April 2019. Overall tenant sales have stagnated to between
$253psf and $260psf since 2016. Anchor tenants over 20,000sf
reported TTM sales of $236psf, which results in a 6.6% occupancy
cost. Junior anchor tenants (10,000sf-20,000sf) reported TTM sales
and occupancy cost of $250psf and 9.0%, respectively, while
reported TTM sales and occupancy cost for in-line tenants (under
10,000sf) were $318psf and 10.1%.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 13.0% below
the most recent TTM NCF and 2.6% below the issuer's underwritten
NCF. Unanticipated further declines in property-level NCF could
result in higher defaults and loss severities on defaulted loans,
and could result in potential rating actions on the certificates.

Fitch evaluated the sensitivity of the ratings assigned to the BX
Trust 2019-RP 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 '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 'AAAsf' certificates to 'BBBsf' could result. The
presale report includes a detailed explanation of additional
stresses and sensitivities.


CHC COMMERCIAL 2019-CHC: Fitch to Rate $107MM Class F Certs 'B-sf'
------------------------------------------------------------------
Fitch Ratings has issued a presale report on CHC Commercial
Mortgage Trust 2019-CHC, Commercial Mortgage Pass-Through
Certificates Series 2019-CHC.

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

  -- $446,000,000 class A 'AAAsf'; Outlook Stable;

  -- $205,600,000a class X-CP 'BBB-sf'; Outlook Stable;

  -- $257,000,000a class X-NCP 'BBB-sf'; Outlook Stable;

  -- $98,000,000 class B 'AA-sf'; Outlook Stable;

  -- $66,000,000 class C 'A-sf'; Outlook Stable;

  -- $93,000,000 class D 'BBB-sf'; Outlook Stable;

  -- $163,000,000 class E 'BB-sf'; Outlook Stable;

  -- $107,000,000 class F 'B-sf'; Outlook Stable.

The following horizontal risk retention interest is not expected to
be rated by Fitch:

  -- $51,482,209 class HRR.

(a) Notional amount and interest-only.

All offered classes are expected to be privately placed and
pursuant to Rule 144A. The expected ratings do not reflect final
ratings and are based on information provided by the issuer as of
June 23, 2019.

The CHC Commercial Mortgage Trust 2019-CHC certificates represent
the beneficial interests in the mortgage loan secured by the fee
and leasehold interests in 156 medical office and
healthcare-related properties totalling approximately 7.3 million
sf. The portfolio collateral consists of 88 medical office
buildings (MOBs; 33.8% of appraised value), 57 healthcare
properties NNN-leased to third-party operators (47.5%) and 11
healthcare properties subject to operating leases tied directly to
the underlying property operations (RIDEA Properties; 18.7%). The
portfolio's healthcare properties are operated as skilled nursing
facilities (SNFs), senior housing and long-term acute care
hospitals (LTACHs). The properties were previously securitized in
GAHR 2015-NRF.

Loan proceeds, together with $489.8 million of mezzanine financing
and $146.0 million of sponsor equity were used to refinance
existing debt of $1.6 billion, fund $12.2 million of upfront
reserves and pay closing costs of $32.1 million. The certificates
will follow a sequential-pay structure; however, so long as there
is no event of default, any voluntary prepayments (up to the first
20% of the loan), including property releases, will be applied to
the certificates on a pro-rata basis. The deal is schedule to close
on July 16, 2019.

KEY RATING DRIVERS

Leverage Metrics: The $1 billion mortgage loan has a Fitch stressed
debt service coverage ratio (DSCR) and loan-to-value (LTV) of 1.04x
and 91.2%, respectively.

Additional Debt: In addition to the trust debt, there $489.8
million of subordinate mezzanine debt, resulting in a total debt
Fitch DSCR and LTV of 0.70x and 134.8%, respectively. All mezzanine
loans are fully subordinate to the mortgage loan and are subject to
an intercreditor agreement.

Portfolio Diversity: The 156 property portfolio exhibits
significant geographic diversity with assets located in 28 states
and no individual state representing more than 13.8% of the
appraised value. The medical office properties are 80.1% occupied
by more than 300 tenants. Further, the collateral is diversified
among multiple asset types, with 30.8% of Fitch NCF attributed to
medical office, 34.7% to skilled nursing, 26.8% to senior housing
and 7.8% to LTACHs.

Declining Property Performance: As of March 2019, EBITDAR coverage
for the NNN properties was 1.22x, a decrease from 1.93x at the time
of prior securitization in 2015. Additionally, the medical office
collateral is currently 19.9% vacant, an increase from 6.5% in 2015
when the MOB collateral included an additional 54 properties.
Fitch's debt sizing hurdles have been adjusted higher to reflect
the performance decrease.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 17.0% below
the most recent TTM NCF and 16.8% below the issuer's underwritten
NCF. Unanticipated further declines in property-level NCF could
result in higher defaults and loss severities on defaulted loans,
and could result in potential rating actions on the certificates.

Fitch evaluated the sensitivity of the ratings assigned to the CHC
Commercial Mortgage Trust 2019-CHC 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 '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 'AAAsf' certificates to
'BBB' could result.


CITIGROUP COMMERCIAL 2016-P4: Fitch Affirms Class F Certs at B-sf
-----------------------------------------------------------------
Fitch Ratings has affirmed 14 classes of Citigroup Commercial
Mortgage Trust 2016-P4 commercial mortgage pass-through
certificates.

CGCMT 2016-P4

Debt                   Current Rating     Prior Rating
Class A-1 29429EAA9;  LT AAAsf Affirmed;  previously at AAAsf
Class A-2 29429EAB7;  LT AAAsf Affirmed;  previously at AAAsf
Class A-3 29429EAC5;  LT AAAsf Affirmed;  previously at AAAsf
Class A-4 29429EAD3;  LT AAAsf Affirmed;  previously at AAAsf
Class A-AB 29429EAE1; LT AAAsf Affirmed;  previously at AAAsf
Class A-S 29429EAH4;  LT AAAsf Affirmed;  previously at AAAsf
Class B 29429EAJ0;    LT AA-sf Affirmed;  previously at AA-sf
Class C 29429EAK7;    LT A-sf Affirmed;   previously at A-sf
Class D 29429EAL5;    LT BBB-sf Affirmed; previously at BBB-sf
Class E 29429EAN1;    LT BB-sf Affirmed;  previously at BB-sf
Class F 29429EAQ4;    LT B-sf Affirmed;   previously at B-sf
Class X-A 29429EAF8;  LT AAAsf Affirmed;  previously at AAAsf
Class X-B 29429EAG6;  LT AA-sf Affirmed;  previously at AA-sf
Class X-C 29429EAW1;  LT BBB-sf Affirmed; previously at BBB-sf

KEY RATING DRIVERS

Stable Performance and Loss Expectations: Pool performance and loss
expectations have remained stable since issuance. There have been
no specially serviced loans since issuance.

Fitch has designated the seventh largest loan, Swedesford Office
(4.1% of pool), as a Fitch Loan of Concern due to property
occupancy declining to 71% from 81% in November 2018, following the
former second largest tenant, Laser Spine Institute (10% NRA),
vacating ahead of its scheduled September 2028 lease expiration.
The Laser Spine Institute space is expected to be difficult to
backfill due to the surgical build-outs. The servicer-reported
year-end2018 NOI DSCR declined to 1.09x from 1.19x at yer-end 2017,
mainly driven by bad debt expense related to the Laser Spine
Institute's lease. Per the servicer, a new tenant took occupancy of
17,000 square feet (6.6% NRA) in January 2019, thereby increasing
occupancy to 77%.

Minimal Change in Credit Enhancement: As of the May 2019
distribution date, the pool's aggregate principal balance has paid
down by 1.6% to $709.7 million from $721.2 million at issuance.
Seven loans representing 23.5% of the current pool are full-term,
interest-only and an additional 12 loans (33.6%) have a partial
interest-only component, none of which have begun to amortize.

ADDITIONAL CONSIDERATIONS

Property Type Concentrations: Eighteen loans (38.5% of pool) are
secured by retail properties, including the largest loan, Opry
Mills (9.9%), a super regional mall located in Nashville, TN
sponsored by Simon Property Group. Six loans (19.3%) are secured by
hotel properties. Hotels have the highest probability of default in
Fitch's multiborrower CMBS model.

Single Tenant Exposure: Seven loans (17.7% of pool) are secured by
collateral with a single tenant occupying approximately 75% or more
of the NRA.

High Concentration of Pari Passu Loans: Fourteen loans (51.6% of
pool) are pari passu, including 10 loans in the top 15 (44.9%).

RATING SENSITIVITIES

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


COLT MORTGAGE 2019-3: Fitch to Rate $4.87MM Class B-2 Certs 'Bsf'
-----------------------------------------------------------------
Fitch Ratings expects to rate COLT 2019-3 Mortgage Loan Trust as
follows:

  -- $273,154,000 class A-1 certificates 'AAAsf'; Outlook Stable;

  -- $25,158,000 class A-2 certificates 'AAsf'; Outlook Stable;

  -- $37,266,000 class A-3 certificates 'Asf'; Outlook Stable;

  -- $17,592,000 class M-1 certificates 'BBBsf'; Outlook Stable;

  -- $13,809,000 class B-1 certificates 'BBsf'; Outlook Stable;

  -- $4,878,000 class B-2 certificates 'Bsf'; Outlook Stable.

Fitch will not be rating the following classes:

  -- $6,472,698 class B-3 certificates;

  -- $378,329,698 class A-IO-S notional certificates;

  -- $378,329,698 class X notional certificates;

  -- $0 class R certificates.

Fitch Ratings expects to rate the residential mortgage-backed
certificates to be issued by COLT 2019-3 Mortgage Loan. The
certificates are supported by 624 loans with a total balance of
approximately $378.33 million as of the cutoff date.

All the loans in the pool were originated by Caliber Home Loans,
Inc. (Caliber). Approximately 63% of the pool is designated as
Non-Qualified Mortgage (QM), 20% consists of higher priced QM
(HPQM) and close to 15% are Safe Harbor QM (SHQM) while for the
remainder ability to repay (ATR) does not apply.

KEY RATING DRIVERS

Non-Prime Credit Quality (Concern): The pool has a weighted average
(WA) model credit score of 721 and a WA combined loan to value
ratio (CLTV) of 83%. Of the pool, 25% (by Unpaid Principal Balance
[UPB]) consists of borrowers with prior credit events within the
past seven years and 41% had a debt to income (DTI) ratio of over
43%. Investor properties and those run as investor properties for
loss modelling (i.e.: Non Permanent Residents) account for 2.4% of
the pool.

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

Primarily Full Income Documentation (Positive): The loans in the
mortgage pool were underwritten in material compliance with the
Appendix Q documentation standards defined by ATR, which is not
typical for non-prime RMBS. Mortgage pools of all other active
non-prime RMBS issuers include a significant percentage of
non-traditional income documentation. While a due diligence review
identified roughly 65% of loans (by count) as having minor
variations to Appendix Q, Fitch views those differences as
immaterial and substantially all loans as having full income
documentation. The COLT series transactions that are comprised of
100% Caliber origination are the only non-prime RMBS issued with
more than 95% full income documentation.

Excess Cashflow (Positive): The transaction benefits from a
material amount of excess cashflow that provides benefit to the
rated notes before being paid out to the class X. In Fitch's
analysis, the excess is used to protect against realized losses
(resulting in required subordination below Fitch's collateral loss
expectations) as well as timely payment of interest for all classes
in their respective rating stress. To the extent that the
collateral weighted average coupon (WAC) and corresponding excess
is reduced through a rate mod, Fitch would view the impact as
credit neutral as the mod would reduce the borrower's probability
of default, resulting in a lower loss expectation.

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

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

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

R&W Framework (Concern): As originator, Caliber will be providing
loan-level representations and warranties to the trust. While the
reps for this transaction are substantively consistent with those
listed in Fitch's published criteria and provide a solid alignment
of interest, Fitch added approximately 165 bps to the expected loss
at the 'AAAsf' rating category to reflect the non-investment-grade
counterparty risk of the provider and the lack of an automatic
review of defaulted loans, other than for loans with a realized
loss that have a complaint or counterclaim of a violation of ATR
Rules in a foreclosure proceeding. The lack of an automatic review
is mitigated by the ability of holders of 25% of the total
outstanding aggregate class balance to initiate a review.

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

Performance Triggers (Mixed): Credit enhancement, delinquency and
loan loss triggers convert principal distribution to a straight
sequential payment priority in the event of poor asset performance.
The delinquency trigger is based only on the current month and not
on a rolling six-month average. The triggers for this transaction
should help to protect the A-1 and A-2 classes from a high stress
scenario by cutting off principal payments to more junior classes
and ensuring a higher amount of protection as compared to when the
triggers are passing.

RATING SENSITIVITIES

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

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

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


COMM 2014-CCRE17: Moody's Affirms Ba2 Rating on Class E Certs
-------------------------------------------------------------
Moody's Investors Service, has affirmed the ratings on twelve
classes in COMM 2014-CCRE17 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates as follows:

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

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

  Cl. A-4, Affirmed Aaa (sf); previously on Apr 5, 2018 Affirmed
  Aaa (sf)

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

  Cl. A-M, Affirmed Aaa (sf); previously on Apr 5, 2018 Affirmed
  Aaa (sf)

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

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

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

  Cl. E, Affirmed Ba2 (sf); previously on Apr 5, 2018 Affirmed
  Ba2 (sf)

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

  Cl. X-B*, Affirmed Baa1 (sf); previously on Apr 5, 2018 Affirmed
  Baa1 (sf)

  Cl. PEZ**, Affirmed A1 (sf); previously on Apr 5, 2018 Affirmed
  A1 (sf)

* Reflects interest-only classes

** Reflects exchangeable classes

RATINGS RATIONALE

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

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

The rating on the exchangeable class was affirmed due to the credit
quality of its referenced exchangeable classes.

Moody's rating action reflects a base expected loss of 5.6% of the
current pooled balance, compared to 5.1% at Moody's last review.
Moody's base expected loss plus realized losses is now 4.7% of the
original pooled balance, compared to 4.9% at the last review.

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

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

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

DEAL PERFORMANCE

As of the June 2019 distribution date, the transaction's aggregate
certificate balance has decreased by 17% to $988 million from $1.19
billion at securitization. The certificates are collateralized by
50 mortgage loans ranging in size from less than 1% to 14% of the
pool, with the top ten loans (excluding defeasance) constituting
61% of the pool. Seven loans, constituting 7% of the pool, have
defeased and are secured by US government securities.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 15, compared to 19 at Moody's last review.

Six loans, constituting 9% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

One loan has been liquidated from the pool, resulting in an
aggregate realized loss of $1.2 million (for a loss severity of
25%). Two loans, constituting 2.5% of the pool, are currently in
special servicing. The largest specially serviced loan is the
Brookwood on the Green loan ($15.1 million -- 1.5% of the pool),
which is secured by a multifamily property located in Clay, New
York. The loan was transferred to special servicing in June 2018
due to imminent default as a result of employees of the management
company being indicted for falsifying property financials for
non-collateral properties in order to maximize loan financing
proceeds. In May 2019, the guarantor was indicted on multiple
counts of wire fraud, bank fraud and conspiracy to commit money
laundering. At securitization, the asset was also encumbered by $2
million of mezzanine financing, which has been recently paid off.
The special servicer indicated they are in the process of
foreclosure and a motion for appointment of receiver in pending.

The other specially serviced loan, Kunkel Portfolio loan ($9.7
million -- 1.0% of the pool), is secured by three office buildings
and one mixed use residential/retail building in downtown
Evansville, Indiana. The loan was transferred to special servicing
in June 2017 due to payment default. Property performance has
declined significantly since securitization as a result of lower
occupancy. The loan is currently due for the November 2018
payment.

Moody's has also assumed a high default probability for four poorly
performing loans, constituting 5% of the pool, and has estimated an
aggregate loss of $13.9 million (a 19% expected loss on average)
from the specially serviced loans and troubled loans.

Moody's received full year 2017 and full or partial year 2018
operating results for 98% of the pool (excluding specially serviced
and defeased loans). Moody's weighted average conduit LTV is 106%,
compared to 105% at Moody's last review. Moody's conduit component
excludes loans with structured credit assessments, defeased and CTL
loans, and specially serviced and troubled loans. Moody's net cash
flow (NCF) reflects a weighted average haircut of 13% to the most
recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 9.5%.

Moody's actual and stressed conduit DSCRs are 1.51X and 1.00X,
respectively, compared to 1.54X and 1.00X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 37% of the pool balance. The
largest loan is the Bronx Terminal Market Loan ($140.0 million --
14.2% of the pool), which represents a pari-passu portion of a
$380.0 million mortgage loan. The loan is secured by a borrower's
leasehold interest in a 912,333 square foot (SF) anchored retail
power center located in Bronx, New York. The property is subject to
a ground lease which expires in September 2055. The center is of
Class A quality and at securitization the top five tenants at the
property included Target, BJ's Wholesale Club, Home Depot, Toys "R"
Us / Babies "R" Us and Burlington Coat Factory. However, Toys "R"
Us / Babies "R" Us closed following its bankruptcy in 2018. In the
spring of 2019 Food Bazaar Supermarket backfilled the former Toys R
Us space. As of February 2019, the property was 99%, the same at
the last review and securitization. The property benefits from
strong population demographics, its proximity to mass transit and
has frontage along the Major Deegan Expressway. The loan is
interest only for its entire term and Moody's LTV and stressed DSCR
are 108% and 0.80X, respectively, the same as at Moody's last
review.

The second largest loan is the 25 Broadway Loan ($130.0 million --
13.2% of the pool), which represents a pari-passu portion of a
$250.0 million mortgage loan. The loan is secured by a 22-story,
Class B office building located in the financial district submarket
of Manhattan, New York. At securitization the major tenants at the
property included Claremont Preparatory School, Teach For America,
WeWork, and Deloitte. However, Deloitte (130,038 SF, 14% of the
NRA), vacated the space at their lease expiration in December 2016.
Relay Graduate School of Education took 40,209 SF of the space
previously occupied by Deloitte. As of December 2018, the property
was 92% leased, compared to 90% in December 2017 and 99% in
December 2016. The loan is interest only for its entire term and
Moody's LTV and stressed DSCR are 118.5% and 0.80X.

The third largest loan is the Cottonwood Mall Loan ($96.2 million
-- 9.7% of the pool), which is secured by 410,452 SF portion of a
1.06 million SF super-regional mall located in western Albuquerque,
New Mexico. The property is one of two regional malls in the area
primarily serving the area west of Interstate 25 and the Rio Grande
River, including the Rio Grande submarket. The competition,
Coronado Mall is located only 12 miles southwest of the property
and is considered the dominant mall in the market. At
securitization the mall contained six anchors including Dillard's,
Macy's, JC Penney, Sears, Conn's HomePlus and a 16-screen Regal
Cinema movie theater, of which only Regal Cinema contributed as
loan collateral. Macy's closed its store in 2017 and sold its space
to the sponsor, Washington Prime Group. After an approximately $21
million redevelopment, the sponsor has backfilled the former Macy's
space with three new tenants: Hobby Lobby, Home Life Furniture, Mor
Furniture For Less (all non-collateral tenants). Sears subsequently
closed its location at the mall in 2018, and the space remains
vacant. As of August 2018, the mall's in-line occupancy was 85%,
compared to 87% in August 2017. Performance of the mall has trended
down since securitization, with NOI declining approximately 25%
since 2014 as a result of lower revenue. For the trailing twelve
month (TTM) period ending August 2018, mall stores less than 15,000
SF reported sales of approximately $306 per square foot (PSF). The
loan benefits from amortization, having amortized 8% since
securitization and matures in April 2024. Moody's LTV and stressed
DSCR are 122% and 0.99X, respectively, compared to 120% and 0.97X
at last review.


COMM MORTGAGE 2013-CCRE7: Moody's Cuts Class G Debt Rating to Caa3
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings on ten classes and
downgraded the rating on two classes in COMM 2013-CCRE7 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series
2013-CCRE7:

Cl. A-SB, Affirmed Aaa (sf); previously on Apr 6, 2018 Affirmed Aaa
(sf)

Cl. A-4, Affirmed Aaa (sf); previously on Apr 6, 2018 Affirmed Aaa
(sf)

Cl. A-M, Affirmed Aaa (sf); previously on Apr 6, 2018 Affirmed Aaa
(sf)

Cl. B, Affirmed Aa3 (sf); previously on Apr 6, 2018 Affirmed Aa3
(sf)

Cl. C, Affirmed A3 (sf); previously on Apr 6, 2018 Affirmed A3
(sf)

Cl. D, Affirmed Ba2 (sf); previously on Apr 6, 2018 Affirmed Ba2
(sf)

Cl. E, Affirmed B1 (sf); previously on Apr 6, 2018 Affirmed B1
(sf)

Cl. F, Downgraded to B3 (sf); previously on Apr 6, 2018 Affirmed B2
(sf)

Cl. G, Downgraded to Caa3 (sf); previously on Apr 6, 2018 Affirmed
Caa1 (sf)

Cl. X-A*, Affirmed Aaa (sf); previously on Apr 6, 2018 Affirmed Aaa
(sf)

Cl. X-B*, Affirmed A2 (sf); previously on Apr 6, 2018 Affirmed A2
(sf)

Cl. PEZ**, Affirmed Aa3 (sf); previously on Mar 18, 2019 Upgraded
to Aa3 (sf)

* Reflects Interest Only Classes

** Reflects Exchangeable Classes

RATINGS RATIONALE

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

The ratings on two P&I classes, Cl. F and Cl. G, were downgraded
due to a decline in pool performance as a result of increased
anticipated losses from specially serviced and troubled loans as
well as declines in property performance for two of the top three
performing loans, Lakeland Square Mall (10.4% of the pool) and PNC
Center (4.8% of the pool).

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

The rating on the exchangeable class was affirmed due to credit
quality of its exchangeable classes.

Moody's rating action reflects a base expected loss of 8.9% of the
current pooled balance, compared to 7.1% at Moody's last review.
Moody's base expected loss plus realized losses is now 5.7% of the
original pooled balance, the same as at Moody's last review.

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

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

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

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

METHODOLOGY UNDERLYING THE RATING ACTION

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

DEAL PERFORMANCE

As of the June 2019 distribution date, the transaction's aggregate
certificate balance has decreased by 36% to $599 million from $936
million at securitization. The certificates are collateralized by
52 mortgage loans ranging in size from less than 1% to 10.4% of the
pool, with the top ten loans (excluding defeasance) constituting
49% of the pool. Five loans, constituting 10% of the pool, have
defeased and are secured by US government securities.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 23, compared to 16 at Moody's last review.

Nine loans, constituting 15% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews the
watchlist to assess which loans have material issues that could
affect performance.

No loans have been liquidated from the pool. The One West Fourth
Street Loan ($46.0 million -- 7.7% of the pool), is the only loan
currently in special servicing. This loan is secured by a 431,000
square foot (SF) Class A office property located in CBD of
Winston-Salem, NC approximately 28 miles west of Greensboro. The
loan transferred to special servicing in November 2016 due to
imminent default when the largest tenant, Wells Fargo (representing
46% NRA), announced it would be vacating at its lease expiration in
December 2016. Furthermore, the building second largest tenant,
Womble Carlyle, reduced its space from 131,850 SF to 92,900 SF in
2016. The borrower defaulted on the December 2018 monthly payment
and the loan last paid through date is November 2018. The property
remains approximately 30% occupied and the special servicer
indicated that Foreclosure is currently in process.

Moody's has also assumed a high default probability for three
poorly performing loans, constituting 5.5% of the pool, and has
estimated an aggregate loss of $34.1 million (a 43% expected loss
on average) from these troubled and special serviced loans.

Moody's received full year 2017 operating results for 99% of the
pool, and full or partial year 2018 operating results for 98% of
the pool (excluding specially serviced and defeased loans). Moody's
weighted average conduit LTV is 93%, compared to 96% at Moody's
last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's value reflects a
weighted average capitalization rate of 10.1%.

Moody's actual and stressed conduit DSCRs are 1.72X and 1.30X,
respectively, compared to 1.69X and 1.19X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 21.5% of the pool balance.
The largest loan is the Lakeland Square Mall Loan ($62.0 million --
10.4% of the pool), which is secured by a 535,937 SF component of a
883,290 SF regional mall located in Lakeland, Florida approximately
35 miles east of Tampa. At securitization, the property was
anchored by Dillard's, J.C. Penney, Macy's, and Sears, with only
J.C. Penney contributed as collateral for the loan. However, Macy's
and Sears closed their stores at this location in 2017 and 2018,
respectively. Other major collateral tenants at securitization
include Burlington Coat Factory, Cinemark Movie Theaters, and
Sports Authority. Sports Authority vacated its space in late 2016,
and a 42,000 SF indoor adventure backfilled the location in 2018.
As of March 2019, the inline space was 92% leased. However, tenant
bankruptcies impact approximately 5% of the inline space. The mall
also faces the direct competition from a lifestyle center built in
2006, located in the affluent, southern section of the trade area,
approximately 10 miles from the subject property. Performance of
the property has trended down since securitization, with NOI
declining approximately 11% since 2014 as a result of lower
revenue. Moody's LTV and stressed DSCR are 133% and 0.87X,
respectively, compared to 125% and 0.91X at last review.

The second largest conduit loan is the Moffett Towers Loan ($37.7
million -- 6.3% of the pool), which is secured by three eight-story
Class A office buildings totaling approximately 950,000 SF located
in Sunnyvale, California. The loan is componentized into three
senior notes in the aggregate principal amount of $315.4 million
and is also encumbered by $50 million in mezzanine debt. All three
buildings are LEED Gold certified and have a combined 2,881 parking
spaces as well as shared amenities. As of December 2018, the
property was 98% leased, compared to 100% in December 2017. All
tenants at the property are on triple net leases. The loan has
amortized 6% since securitization and Moody's A-note LTV and
stressed DSCR are 98% and 1.00X, respectively, compared to 100% and
0.97X at the last review.

The third largest conduit loan is the PNC Center Loan ($28.8
million -- 4.8% of the pool), which is secured by a 22-story, Class
A-/B+ office building located in the "Golden Triangle" submarket
within the CBD of Pittsburgh, PA. At securitization PNC Bank was
the largest tenant, occupying 109,710 SF (32.5% of the NRA) on five
of the top six floors of the property under a lease scheduled to
expire on December 31, 2017, however, PNC Bank vacated at its lease
expiration. As of April 2019, the property was 62% leased, compared
to 59% leased as of September 2018 and 88% leased as of December
2017. Property performance significantly declined in 2018 as a
result of the reduced occupancy. The second largest tenant,
ReedSmith, occupying 65,830 SF (19.5% of the NRA) recently renewed
their lease for an additional 10 years. As of Q1 2019 the market
rent and vacancy, as reported by CBRE, was $25 and 13.1%. Moody's
LTV and stressed DSCR are 131% and 0.78X, respectively, compared to
125% and 0.82X at the last review.


CONNECTICUT AVENUE 2019-R04: Fitch to Rate 29 Tranches 'Bsf'
------------------------------------------------------------
Fitch Ratings expects to assign the following ratings and Rating
Outlooks to Fannie Mae's risk transfer transaction, Connecticut
Avenue Securities Trust, series 2019-R04:

  -- $234,277,000 class 2M-1 notes 'BBB-sf'; Outlook Stable;

  -- $538,836,000 class 2M-2 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $179,612,000 class 2M-2A notes 'BBsf'; Outlook Stable;

  -- $179,612,000 class 2M-2B notes 'BB-sf'; Outlook Stable;

  -- $179,612,000 class 2M-2C notes 'Bsf'; Outlook Stable;

  -- $179,612,000 class 2E-A1 exchangeable notes 'BBsf'; Outlook
Stable;

  -- $179,612,000 class 2A-I1 notional exchangeable notes 'BBsf';
Outlook Stable;

  -- $179,612,000 class 2E-A2 exchangeable notes 'BBsf'; Outlook
Stable;

  -- $179,612,000 class 2A-I2 notional exchangeable notes 'BBsf';
Outlook Stable;

  -- $179,612,000 class 2E-A3 exchangeable notes 'BBsf'; Outlook
Stable;

  -- $179,612,000 class 2A-I3 notional exchangeable notes 'BBsf';
Outlook Stable;

  -- $179,612,000 class 2E-A4 exchangeable notes 'BBsf'; Outlook
Stable;

  -- $179,612,000 class 2A-I4 notional exchangeable notes 'BBsf';
Outlook Stable;

  -- $179,612,000 class 2E-B1 exchangeable notes 'BB-sf'; Outlook
Stable;

  -- $179,612,000 class 2B-I1 notional exchangeable notes 'BB-sf';
Outlook Stable;

  -- $179,612,000 class 2E-B2 exchangeable notes 'BB-sf'; Outlook
Stable;

  -- $179,612,000 class 2B-I2 notional exchangeable notes 'BB-sf';
Outlook Stable;

  -- $179,612,000 class 2E-B3 exchangeable notes 'BB-sf'; Outlook
Stable;

  -- $179,612,000 class 2B-I3 notional exchangeable notes 'BB-sf';
Outlook Stable;

  -- $179,612,000 class 2E-B4 exchangeable notes 'BB-sf'; Outlook
Stable;

  -- $179,612,000 class 2B-I4 notional exchangeable notes 'BB-sf';
Outlook Stable;

  -- $179,612,000 class 2E-C1 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $179,612,000 class 2C-I1 notional exchangeable notes 'Bsf';
Outlook Stable;

  -- $179,612,000 class 2E-C2 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $179,612,000 class 2C-I2 notional exchangeable notes 'Bsf';
Outlook Stable;

  -- $179,612,000 class 2E-C3 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $179,612,000 class 2C-I3 notional exchangeable notes 'Bsf';
Outlook Stable;

  -- $179,612,000 class 2E-C4 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $179,612,000 class 2C-I4 notional exchangeable notes 'Bsf';
Outlook Stable;

  -- $359,224,000 class 2E-D1 exchangeable notes 'BB-sf'; Outlook
Stable;

  -- $359,224,000 class 2E-D2 exchangeable notes 'BB-sf'; Outlook
Stable;

  -- $359,224,000 class 2E-D3 exchangeable notes 'BB-sf'; Outlook
Stable;

  -- $359,224,000 class 2E-D4 exchangeable notes 'BB-sf'; Outlook
Stable;

  -- $359,224,000 class 2E-D5 exchangeable notes 'BB-sf'; Outlook
Stable;

  -- $359,224,000 class 2E-F1 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $359,224,000 class 2E-F2 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $359,224,000 class 2E-F3 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $359,224,000 class 2E-F4 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $359,224,000 class 2E-F5 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $359,224,000 class 2-X1 notional exchangeable notes 'BB-sf';
Outlook Stable;

  -- $359,224,000 class 2-X2 notional exchangeable notes 'BB-sf';
Outlook Stable;

  -- $359,224,000 class 2-X3 notional exchangeable notes 'BB-sf';
Outlook Stable;

  -- $359,224,000 class 2-X4 notional exchangeable notes 'BB-sf';
Outlook Stable;

  -- $359,224,000 class 2-Y1 notional exchangeable notes 'Bsf';
Outlook Stable;

  -- $359,224,000 class 2-Y2 notional exchangeable notes 'Bsf';
Outlook Stable;

  -- $359,224,000 class 2-Y3 notional exchangeable notes 'Bsf';
Outlook Stable;

  -- $359,224,000 class 2-Y4 notional exchangeable notes 'Bsf';
Outlook Stable;

  -- $179,612,000 class 2-J1 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $179,612,000 class 2-J2 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $179,612,000 class 2-J3 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $179,612,000 class 2-J4 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $359,224,000 class 2-K1 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $359,224,000 class 2-K2 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $359,224,000 class 2-K3 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $359,224,000 class 2-K4 exchangeable notes 'Bsf'; Outlook
Stable;

  -- $538,836,000 class 2M-2Y exchangeable notes 'Bsf'; Outlook
Stable;

  -- $538,836,000 class 2M-2X notional exchangeable notes 'Bsf';
Outlook Stable.

Fitch will not be rating the following classes:

  -- $23,514,032,587 class 2A-H reference tranche;

  -- $257,704,000 class 2B-1 notes;

  -- $12,330,578 class 2M-1H reference tranche;

  -- $9,453,810 class 2M-AH reference tranche;

  -- $9,453,810 class 2M-BH reference tranche;

  -- $9,453,810 class 2M-CH reference tranche;

  -- $13,564,336 class 2B-1H reference tranche;

  -- $61,651,894 class 2B-2H reference tranche;

  -- $257,704,000 class 2B-1Y exchangeable notes;

  -- $257,704,000 class 2B-1X notional exchangeable notes.

The notes are issued from a bankruptcy remote vehicle and are
subject to the credit and principal payment risk of the mortgage
loan reference pools of certain residential mortgage loans held in
various Fannie Mae-guaranteed MBS. The 'BBB-sf' rating for the 2M-1
notes reflects the 3.65% subordination provided by the 0.77% class
2M-2A, the 0.77% class 2M-2B, the 0.77% class 2M-2C, the 1.10%
class 2B-1 and their corresponding reference tranches as well as
the 0.25% 2B-2H reference tranche.

Connecticut Avenue Securities Trust series 2019-R04 (CAS 2019-R04)
is Fannie Mae's 34th risk transfer transaction issued as part of
the Federal Housing Finance Agency's Conservatorship Strategic Plan
for 2013 to 2019 for each of the government-sponsored enterprises
(GSEs) to demonstrate the viability of multiple types of risk
transfer transactions involving single-family mortgages.

The CAS 2019-R04 transaction includes one loan group that will
consist of loans with loan-to-value (LTV) ratios greater than 80%
and less than or equal to 97%.

This is the fifth risk transfer transaction Fannie Mae is issuing
in which the notes are not general, senior unsecured obligations of
Fannie Mae but are instead issued as a REMIC from a Bankruptcy
Remote Trust. Similarly to the prior transactions, however, the
notes are still subject to the credit and principal payment risk of
a pool of certain residential mortgage loans (reference pool) held
in various Fannie Mae-guaranteed MBS.

While the transaction structure simulates the behavior and credit
risk of traditional RMBS mezzanine and subordinate securities, the
bond payments are not made directly from the reference pool of
loans. Principal payments are made from a release of collateral
deposited into a segregated account as of the closing date.
Interest payments on the bonds are made from a combination of
interest accrued on the eligible investments in the CCA and certain
interest amounts received from the Designated Q-REMIC Interests on
certain designated loans acquired by Fannie Mae during the given
acquisition period. Fannie Mae acts as ultimate backstop with
regard to the portion of interest applicable to LIBOR in the event
the money from earnings on the CCA is insufficient.

Given the structure and counterparty dependence on Fannie Mae,
Fitch's ratings on the 2M-1 and 2M-2 notes will be based on the
lower of: the quality of the mortgage loan reference pool and
credit enhancement (CE) available through subordination, or Fannie
Mae's Issuer Default Rating (IDR). While this transaction reduces
counterparty exposure to Fannie Mae compared with prior
transactions, there is still a reliance on them to cover potential
interest shortfalls or principal losses on eligible investments.
The notes will be issued as uncapped LIBOR-based floaters and carry
a 20-year legal final maturity. This will be an actual loss risk
transfer transaction in which losses borne by the noteholders will
not be based on a fixed loss severity (LS) schedule. The notes in
this transaction will experience losses realized at the time of
liquidation or modification that will include both lost principal
and delinquent or reduced interest.

Under the Federal Housing Finance Regulatory Reform Act, the
Federal Housing Finance Agency (FHFA) must place Fannie Mae into
receivership if it determines that Fannie Mae's assets are less
than its obligations for more than 60 days following the deadline
of its SEC filing, as well as for other reasons. As receiver, FHFA
could repudiate any contract entered into by Fannie Mae if the
termination of such contract would promote an orderly
administration of Fannie Mae's affairs. Fitch believes that the
U.S. government will continue to support Fannie Mae; this is
reflected in Fannie Mae's current rating. However, if at some
point, Fitch observes that support is reduced and receivership
likely, Fannie Mae's ratings could be downgraded and the 2M-1,
2M-2A, 2M-2B and 2M-2C notes' ratings of each group affected.

The 2M-1, 2M-2A, 2M-2B, 2M-2C and 2B-1 notes will be issued as
LIBOR-based floaters. Should the one-month LIBOR rate fall below
the applicable negative LIBOR trigger value described in the
offering memorandum, the interest payment on the interest-only
notes will be capped at the excess of: (i) the interest amount
payable on the related class of exchangeable notes for that payment
date over (ii) the interest amount payable on the class of
floating-rate related combinable and recombinable (RCR) notes
included in the same combination for that payment date. If there
are no floating-rate classes in the related exchange, then the
interest payment on the interest-only notes will be capped at the
aggregate of the interest amounts payable on the classes of RCR
notes included in the same combination that were exchanged for the
specified class of interest-only RCR notes for that payment date.

KEY RATING DRIVERS

High-Quality Mortgage Pool (Positive): The reference mortgage loan
pool consists of high-quality mortgage loans acquired by Fannie Mae
between May 1, 2018 and Dec. 31, 2018. The reference pool will
consist of loans with loan-to-value (LTV) ratios greater than 80%
and less than or equal to 97%. Overall, the reference pool's
collateral characteristics reflect the strong credit profile of
post-crisis mortgage originations.

Very Low Operational Risk (Positive): Operational risk is well
controlled for this transaction. Fannie Mae is a leader in the
residential mortgage industry and is as assessed as an 'Above
Average' aggregator due to strong seller oversight and risk
management controls. Although multiple entities are performing
primary servicing functions for the loans in the pool, Fannie Mae
maintains robust servicer oversight to mitigate servicer disruption
risk.

HomeReady Exposure (Negative): Approximately 22.2% of the reference
pool was originated under Fannie Mae's HomeReady program; this is
the highest percentage of this type of loan in any Fitch-rated
transaction to date. Fannie Mae's HomeReady program targets low- to
moderate-income homebuyers or buyers in high-cost or
underrepresented communities and provides flexibility for a
borrower's LTV, income, downpayment and mortgage insurance coverage
requirements. Fitch anticipates higher default risk for HomeReady
loans due to measurable attributes (such as FICO, LTV and property
value), which is reflected in increased credit enhancement (CE).

Collateral Drift (Negative): While the credit attributes remain
significantly stronger than any pre-crisis vintage, the CAS credit
attributes are weakening relative to CAS transactions issued
several years ago. Compared with the earlier post-crisis vintages,
this reference pool consists of weaker FICO scores and
debt-to-income (DTI) ratios. The credit migration has been a key
driver of Fitch's rising loss expectations, which have moderately
increased over time.

20-Year Hard Maturity (Negative): The notes have a 20-year legal
final maturity, unlike prior CAS transactions, which have a 12.5
year maturity. Thus, a large majority of the losses on the
reference pool will be passed through to the structure. As a
result, Fitch did not apply a maturity credit to reduce its default
expectations.

Solid Alignment of Interests (Positive): While the transaction is
designed to transfer credit risk to private investors, Fitch
believes that it benefits from a solid alignment of interests.
Fannie Mae will retain credit risk in the transaction by holding
the 2A-H senior reference tranche, which has an initial loss
protection of 4.65%, as well as the first loss 2B-2H reference
tranche, sized at 0.25%. Fannie Mae is also retaining a vertical
slice or interest of at least 5% in each reference tranche (2M-1H,
2M-AH, 2M-BH, 2M-CH and 2B-1H).

Limited Size and Scope of Third-Party Diligence (Neutral): Fitch
received third-party due diligence on a loan production basis, as
opposed to a transaction-specific review. Fitch believes that
regular, periodic third-party reviews (TPRs) conducted on a loan
production basis are sufficient for validating Fannie Mae's QC
processes. Fitch views the results of the due diligence review as
consistent with its opinion of Fannie Mae as an above-average
aggregator; as a result, no adjustments were made to Fitch's loss
expectations based on due diligence.

REMIC Structure (Neutral): This is Fannie Mae's fifth credit risk
transfer transaction being issued as a REMIC from a bankruptcy
remote trust. The change limits the transaction's dependency on
Fannie Mae for payments of principal and interest helping mitigate
potential rating caps in the event of a downgrade of Fannie Mae's
counterparty rating. Under the current structure, Fannie Mae still
acts as a final backstop with regard to payments of LIBOR on the
bonds as well as potential investment losses of principal. As a
result, ratings may still be limited in the future by Fannie Mae's
rating but to a lesser extent than in previous transactions as
there are now other recourses for investors for payments.

RATING SENSITIVITIES

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

This defined stress sensitivity analysis demonstrates how the
ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10%, 20% and 30%, in addition to the model
projected MVD. It indicates 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 11% and 30% would potentially reduce the
'BBB-sf' rated class down one rating category and to 'CCCsf',
respectively.

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

Fitch was provided with due diligence information from Adfitech,
Inc. (Adfitech) and AMC (AMC). The due diligence focused on credit
and compliance reviews, desktop valuation reviews and data
integrity. Adfitech and AMC examined selected loan files with
respect to the presence or absence of relevant documents. Fitch
received certification indicating that the loan-level due diligence
was conducted in accordance with Fitch's published standards. The
certification 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 the findings did not have an
impact on the analysis.


CSMC TRUST 2017-LSTK: Moody's Affirms Ba2 Rating on Cl. E Certs
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings on eight classes in
CSMC Trust 2017-LSTK, Commercial Mortgage Pass-Through
Certificates, Series 2017-LSTK, as follows:

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

Cl. B, Affirmed Aa3 (sf); previously on May 18, 2018 Affirmed Aa3
(sf)

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

Cl. D, Affirmed Baa3 (sf); previously on May 18, 2018 Affirmed Baa3
(sf)

Cl. E, Affirmed Ba2 (sf); previously on May 18, 2018 Affirmed Ba2
(sf)

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

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

Cl. XB-CP*, Affirmed A2 (sf); previously on May 18, 2018 Affirmed
A2 (sf)

*Reflects Interest Only Classes

RATINGS RATIONALE

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

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

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, defeasance of
the loan or an improvement in loan performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the loan, or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

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

DEAL PERFORMANCE

As of the June 7, 2019 distribution date, the transaction's
aggregate certificate balance was approximately $272.0 million,
unchanged from securitization. The certificates are collateralized
by a single loan backed by the borrower's fee simple and leasehold
interests in land parcels beneath 885 Third Avenue in New York, NY,
also known as "The Lipstick Building". Fee simple collateral
includes Lot B, which is a 20,608 SF parcel that accounts for
approximately 79% of the acreage. Leasehold collateral includes Lot
A, which is a 5,500 SF parcel that accounts for the remaining 21%
of the acreage. Lot A is a "sandwich" ground lease where the
borrower is both the lessee of the owner of the land and the lessor
of the owner of the improvements. If the ground lease and
sub-ground leasehold rents are not paid by the improvements' owner,
the building would revert to the borrower. Ground lease payments
were initially $17.9 million, with an increase of 2.5% annually
until May 2020. There are no outstanding interest shortfalls or
losses to date.

Although The Lipstick Building itself does not serve as collateral
for the mortgage loan, Moody's considered a "look-through" to the
value of the non-collateral improvements. The non-collateral
improvements consists of a 34-story Class A, trophy office tower
totaling 625,292 SF. The buildings largest tenant, Latham &
Watkins, representing 408,600 SF or 65% of the net rentable area,
has leased 407,000 SF at 1271 Avenue of the Americas and plans to
relocate in the second half of 2020. The Moody's value for the
"look-through" analysis considered a partial lit/dark value blend
due the tenant concentration. The loan is the interest-only for the
entire loan term. Moody's loan to value (LTV) ratio and Moody's
stressed debt service coverage ratio (DSCR) are 99.6% and 0.66X,
respectively, unchanged since securitization.


GS MORTGAGE 2019-GC40: Fitch to Rate $16.5MM Class F Certs 'BB-sf'
------------------------------------------------------------------
Fitch Ratings has issued a presale report on GS Mortgage Securities
Trust 2019-GC40 commercial mortgage pass-through certificates,
Series 2019-GC40.

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

  -- $16,403,000 class A-1 'AAAsf'; Outlook Stable;

  -- $131,938,000 class A-2 'AAAsf'; Outlook Stable;

  -- $191,600,000 class A-3 'AAAsf'; Outlook Stable;

  -- $251,415,000 class A-4 'AAAsf'; Outlook Stable;

  -- $24,636,000 class A-AB 'AAAsf'; Outlook Stable;

  -- $714,991,000a class X-A 'AAAsf'; Outlook Stable;

  -- $76,999,000a class X-B 'A-sf'; Outlook Stable;

  -- $98,999,000 class A-S 'AAAsf'; Outlook Stable;

  -- $41,799,000 class B 'AA-sf'; Outlook Stable;

  -- $35,200,000 class C 'A-sf'; Outlook Stable;

  -- $19,800,000b class D 'BBBsf'; Outlook Stable;

  -- $36,299,000ab class X-D 'BBB-sf'; Outlook Stable;

  -- $16,499,000b class E 'BBB-sf'; Outlook Stable;

  -- $16,500,000b class F 'BB-sf'; Outlook Stable;

  -- $16,500,000ab class X-F 'BB-sf'; Outlook Stable;

  -- $8,800,000bce class G-RR 'B-sf'; Outlook Stable.

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

  -- $26,400,274bce class H-RR;

  -- $34,190,317bd class VRR Interest

  -- The transaction includes eight classes of non-offered,
loan-specific certificates (non-pooled rake classes) related to the
loans for Diamondback Industrial Portfolio I and Diamondback
Industrial Portfolio II. Classes DB-A, DB-X, DB-B, DB-C, DB-D,
DB-E, DB-F, and DB-RR Interest are all not rated by Fitch.

(a) Notional amount and interest only.

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

(c) Horizontal credit-risk retention interest.

(d) Vertical credit-risk retention interest.

(e) The initial certificate balance of each of the class F, class
G-RR and class H-RR certificates is subject to change based on
final pricing of all certificates and the final determination of
the class G-RR and class H-RR certificates.

The expected ratings are based on information provided by the
issuer as of June 17, 2019.

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 35 loans secured by 44
commercial properties having an aggregate principal balance of
$914,179,591 as of the cut-off date. The loans were contributed to
the trust by Goldman Sachs Mortgage Securities, Citi Real Estate
Funding Inc., and German American Capital Corporation.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 74.2% of the properties
by balance, cash flow analysis of 86.4% 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 1.24x is better than the YTD 2019 and 2018
averages of 1.22x. The pool's Fitch LTV of 92.8% is significantly
better than the YTD 2019 and 2018 averages of 101.5% and 102.0%,
respectively. Excluding investment grade credit opinion loans, the
pool has a Fitch DSCR and LTV of 1.16x and 108.2%, respectively.

Investment Grade Credit Opinion Loans: Six loans, representing
34.8% of the pool, have investment grade credit opinions. This is
significantly above the YTD 2019 and 2018 averages of 12.7% and
13.6%, respectively. ARC Apartments (3.8% of the pool) received a
credit opinion of 'A-sf'* on a standalone basis. Diamondback
Industrial Portfolio 2 (8.5% of the pool), 101 California Street
(7.9% of the pool), Moffett Towers II Building V (6.8% of the
pool), Newport Corporate Center (5.5% of the pool) and Diamondback
Industrial Portfolio 1 (2.2% of the pool) each received standalone
credit opinions of 'BBB-sf'*.

Limited Amortization: There are 23 loans that are full interest
only (74.4% of the pool), six loans (8.5%) that are partial
interest only and six loans (17.1%) that are amortizing balloon
loans. Based on the scheduled balance at maturity, the pool will
pay down by just 4.9%, which is below the YTD 2019 and 2018
averages of 6.0% and 7.2%, respectively.


JAMESTOWN CLO IV: Moody's Lowers Rating on Class E Notes to Caa2
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating on the
following notes issued by Jamestown CLO IV Ltd.:

  $5,400,000 Class E Senior Secured Deferrable Floating Rate
  Notes due 2026, Downgraded to Caa2 (sf); previously on
  November 14, 2018 Affirmed Caa1 (sf)

Jamestown CLO IV Ltd., issued in June 2014 and partially refinanced
in November 2017 is a managed cashflow CLO. The notes are
collateralized primarily by a portfolio of broadly syndicated
senior secured corporate loans. The transaction's reinvestment
period ended in July 2018.

RATINGS RATIONALE

The downgrade rating action on the Class E notes reflects the
specific risks to the junior notes posed by par loss and credit
deterioration observed in the underlying CLO portfolio. Based on
Moody's calculations, the OC ratio for the Class E notes has fallen
to 104.28% versus the November 2018 level of 104.83%. Further, the
credit quality of the portfolio has deteriorated since November
2018. Based on the trustee's May 2019 report, the weighted average
rating factor is currently 3005 compared to 2853 in November 2018.

Notwithstanding the foregoing, Moody's notes that the deal has been
paid down by approximately $53 million and in particular the
transaction's senior over-collateralization (OC) ratios have
increased significantly since November 2018.

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 the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analyzed the collateral pool as having a performing par and
principal proceeds balance of $342.8 million, defaulted par of $4.8
million, a weighted average default probability of 19.99% (implying
a WARF of 2929), a weighted average recovery rate upon default of
48.38%, a diversity score of 56 and a weighted average spread of
3.23%.

Methodology Underlying the Rating Action:

The principal methodology used in this rating 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 Rating:

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 CLO manager's investment
decisions and management of the transaction will also affect the
performance of the rated notes.


JAMESTOWN CLO V: Moody's Cuts $8MM Class F Notes to Caa3
--------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Jamestown CLO V Ltd.:

  US$28,000,000 Class B-1-R Senior Secured Floating Rate Notes
  Due 2027, Upgraded to Aa1 (sf); previously on June 14, 2018
  Affirmed Aa2 (sf)

  US$24,000,000 Class B-2-R Senior Secured Fixed Rate Notes Due
  2027, Upgraded to Aa1 (sf); previously on June 14, 2018 Affirmed
  Aa2 (sf)

Moody's also downgraded the rating on the following notes:

  US$8,000,000 Class F Senior Secured Deferrable Floating Rate
  Notes Due 2027, Downgraded to Caa3 (sf); previously on June 14,
  2018 Downgraded to Caa2 (sf)

Jamestown CLO V Ltd., issued in December 2014 and partially
refinanced in April 2017, is a managed cashflow CLO. The notes are
collateralized primarily by a portfolio of broadly syndicated
senior secured corporate loans. The transaction's reinvestment
period ended in January 2019.

RATINGS RATIONALE

The upgrade rating actions are primarily a result of deleveraging
of the senior notes since the end of the reinvestment period in
January 2019. The Class A-R notes have been paid down by
approximately $27.8 million. Based on the trustee's May 2019
report, the Class A/B OC ratio is 127.51%, versus the June 2018
level of 126.92%.

The downgrade action on the Class F notes is primarily due to par
erosion and a decrease in the weighted average spread (WAS) of the
underlying portfolio. Based on Moody's calculations, the Class F
over-collateralization coverage has further decreased to 102.68%
from 103.74% in June 2018. Over the same period, the WAS has also
decreased to 3.17% from 3.52% previously.

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 the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base case,
Moody's analyzed the collateral pool as having a par of $354.8
million, defaulted par of $5.5 million, a weighted average default
probability of 19.23% (implying a WARF of 2806), a weighted average
recovery rate upon default of 48.55%, a diversity score of 67 and a
weighted average spread of 3.17%.

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 CLO manager's investment
decisions and management of the transaction will also affect the
performance of the rated notes.


JP MORGAN 2019-5: 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 2019-5. The ratings range from (P)Aaa (sf) to
(P)B3 (sf).

The certificates are backed by 923 fully-amortizing fixed-rate
mortgage loans with a total balance of $636,423,931 as of the June
1, 2019 cut-off date. All of the mortgage loans have a 30-year
term, except for one which has a 20-year term. Similar to prior
JPMMT transactions, JPMMT 2019-5 includes conforming mortgage loans
(36% by loan balance) mostly originated by United Shore Financial
Services, LLC d/b/a United Wholesale Mortgage and Shore Mortgage
(United Shore) and Quicken Loans Inc. (Quicken), underwritten to
the government sponsored enterprises (GSE) guidelines in addition
to prime jumbo non-conforming mortgages purchased by J.P. Morgan
Mortgage Acquisition Corp. (JPMMAC), sponsor and mortgage loan
seller, from various originators and aggregators. United Shore and
Quicken Loans Inc. originated 46% and 31% of the mortgage pool,
respectively.

JPMorgan Chase Bank, N.A. (Chase) and Quicken Loans Inc. will be
the servicers for majority of the pool. NewRez LLC f/k/a New Penn
Financial, LLC d/b/a Shellpoint Mortgage Servicing (Shellpoint)
will act as interim servicer for certain mortgage loans (currently
62% by loan balance) until the servicing transfer date, which is
expected to occur on or about August 1, 2019. After the servicing
transfer date, these mortgage loans will be serviced by Chase.

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. Quicken and 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 2019-5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cl. B-2, Assigned (P)A3 (sf)

Cl. B-3, Assigned (P)Baa3 (sf)

Cl. B-4, Assigned (P)B1 (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 0.55%
in a base scenario and reaches 6.45% at a stress level consistent
with the Aaa (sf) ratings.

Moody's calculated losses on the pool using its US Moody's
Individual Loan Analysis (MILAN) model based on the loan-level
collateral information as of the cut-off date. Loan-level
adjustments to the model results included adjustments to
probability of default for higher and lower borrower debt-to-income
ratios (DTIs), for borrowers with multiple mortgaged properties,
self-employed borrowers, and for the default risk of Homeownership
association (HOA) properties in super lien states. Its final loss
estimates also incorporate adjustments for origination quality and
the financial strength of representation & warranty (R&W)
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, Moody's
has also reviewed the originators contributing a significant
percentage of the collateral pool. For these originators, it
reviewed their 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, such as United Shore, Quicken, New Penn Financial, LLC, and
USAA Federal Savings Bank (USAA), 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, the
second largest mortgage servicer in the U.S., 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.

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.
Moody's rates Nationstar at B2.

Collateral Description

JPMMT 2019-5 is a securitization of a pool of 923 fully-amortizing
fixed-rate mortgage loans with a total balance of $636,423,931 as
of the cut-off date, with a weighted average (WA) remaining term to
maturity of 356 months, and a WA seasoning of 3 months. All of the
mortgage loans have a 30-year term, except for one which has a
20-year term. The borrowers in this transaction have high FICO
scores and sizeable equity in their properties. The WA current FICO
score is 765 and the WA original combined loan-to-value ratio
(CLTV) is 73.0%. The characteristics of the loans underlying the
pool are generally comparable to other JPMMT transactions backed by
prime mortgage loans that Moody's has rated.

In this transaction, about 36% of the pool by loan balance was
underwritten to Fannie Mae's and Freddie Mac's guidelines
(conforming loans). The conforming loans in this transaction have a
high average current loan balance at $605,860. The high conforming
loan balance of loans in JPMMT 2019-5 is attributable to the large
number of properties located in high-cost areas, such as the metro
areas of Los Angeles (17%), San Francisco (12%), and New York City
(5%). United Shore and Quicken Loans Inc. originated 46% and 31%
respectively. The remaining originators each account for less than
10% of the principal balance of the loans in the pool.

Servicing Fee Framework

The servicing fee for loans serviced by Chase and Shellpoint 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 will be paid a monthly
flat servicing fee equal to one-twelfth of 0.25% of the remaining
principal balance of the mortgage loans. As stated earlier,
Shellpoint will act as interim servicer until the servicing
transfer date, August 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 Moody's received from the sponsor.
These firms conducted detailed credit, valuation, regulatory
compliance and data integrity reviews on 100% of the mortgage pool.
The TPR results indicated compliance with the originators'
underwriting guidelines for the vast majority of loans, no material
compliance issues, and no appraisal defects. The loans that had
exceptions to the originators' underwriting guidelines had strong
documented compensating factors such as low DTIs, low LTVs, high
reserves, high FICOs, or clean payment histories. The TPR firms
also identified minor compliance exceptions for reasons such as
inadequate RESPA disclosures (which do not have assignee liability)
and TILA/RESPA Integrated Disclosure (TRID) violations related to
fees that were out of variance but then were cured and disclosed.
Moody's did not make any adjustments to its expected or Aaa (sf)
loss levels due to the TPR results. Finally, with respect to
appraisal quality, TPR firms' property valuation review consisted
of reviewing the valuation materials utilized at origination to
ensure the appraisal report was complete and in conformity with the
underwriting guidelines. The TPR firms also compared third party
valuation products to the original appraisals. While the TPR
secondary values generally substantiated the original valuations,
certain loans had secondary valuation review which were done using
automated valuation models (AVMs). Moody's believes that because
the deal is utilizing AVMs as a comparison to verify the original
appraisals, this is much weaker (due to accuracy concerns) than if
they had done desk reviews (CDAs) for the entire pool. Therefore,
it applied an adjustment to loans for which only an AVM was
conducted.

JPMMT 2019-5'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 providers vary in financial strength. JPMorgan Chase Bank,
National Association (rated Aa2), is the R&W provider for
approximately 7.62% (by loan balance) of the pool. Moody's made no
adjustments to the loans for which Chase, TIAA, FSB (d/b/a TIAA
Bank) and USAA (a subsidiary of USAA Capital Corporation which is
rated Aa1) provided R&Ws since they are highly rated entities. In
contrast, the rest of the R&W providers are unrated and/or
financially weaker entities. Moody's applied an adjustment to the
loans for which these entities provided R&Ws. JPMMAC will not
backstop any R&W providers who may become financially incapable of
repurchasing mortgage loans.

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

Trustee and Master Servicer

The transaction 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 1.10% of the
original pool balance, the subordinate bonds do not receive any
principal and all principal is then paid to the senior bonds. In
addition, if the subordinate percentage drops below 6.00% of
current pool balance, the senior distribution amount will include
all principal collections and the subordinate principal
distribution amount will be zero. The subordinate bonds themselves
benefit from a floor. When the total current balance of a given
subordinate tranche plus the aggregate balance of the subordinate
tranches that are junior to it amount to less than 0.75% 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.


JP MORGAN 2019-MFP: Moody's Gives (P)B3 Rating on Class F Certs
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to seven
classes of CMBS securities, issued by J.P. Morgan Chase Commercial
Mortgage Securities Trust 2019-MFP, Commercial Mortgage Pass
Through Certificates, Series 2019-MFP:

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

Cl. X-CP*, Assigned (P)A3 (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)B3 (sf)

Reflects interest-only classes

RATINGS RATIONALE

The certificates are collateralized by one floating rate loan
secured by a fee simple interests in 43 multifamily properties
located across 10 states. Collectively, the properties include a
total of 8,671 apartment units. The ratings are based on the
collateral and the structure of the transaction.

Moody's approach to rating CMBS deals combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. 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.

Moody's DSCR is based on its assessment of the portfolio's
stabilized NCF. The Moody's first mortgage DSCR is 1.39x and
Moody's first mortgage DSCR at a 9.25% stressed constant is 0.76x.

The trust loan balance of $481.0 million represents a Moody's LTV
ratio of 131.5% which is greater than the 2018 Large Loan and
Single Asset/Single Borrower CMBS transaction average 108.3%.

Moody's also considers both loan level diversity and property level
diversity when selecting a ratings approach. The pool's loan level
HERF is 31.

Positive features of the transaction include location, property
type, geographic diversity, portfolio granularity, substantial
capital improvement reserves, and strong sponsorship. Offsetting
these strengths are the high Moody's LTV, the loan's floating-rate
and interest-only mortgage loan profile, the portfolio average age
and quality, cash management structure, and certain legal
considerations.

Moody's also grades properties on a scale of 0 to 5 (best to worst)
and considers those grades when assessing the likelihood of debt
payment. The factors considered include property age, quality of
construction, location, market, and tenancy. The collateral's
overall property quality grade is 2.75.

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

Moody's analysis 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 and (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.

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.

The ratings do not represent any assessment of (i) the likelihood
or frequency of prepayment on the mortgage loans, (ii) the
allocation of net aggregate prepayment interest shortfalls, (iii)
whether or to what extent prepayment premiums might be received, or
(iv) in the case of any class of interest-only certificates, the
likelihood that the holders thereof might not fully recover their
investment in the event of a rapid rate of prepayment of the
mortgage loans.


MARATHON CLO XIII: Moody's Rates $30MM Class D Notes 'Ba3'
----------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
notes issued by Marathon CLO XIII Ltd.

Moody's rating action is as follows:

  US$300,000,000 Class A-1A Senior Secured Floating Rate Notes
  due 2032 (the "Class A-1A Notes"), Definitive Rating Assigned
  Aaa (sf)

  US$42,000,000 Class A-2-L Senior Secured Floating Rate Notes
  due 2032 (the "Class A-2-L Notes"), Definitive Rating Assigned
  Aa2 (sf)

  US$7,000,000 Class A-2-F Senior Secured Fixed Rate Notes due
2032
  (the "Class A-2-F Notes"), Definitive Rating Assigned Aa2 (sf)

  US$17,125,000 Class B-L Senior Secured Deferrable Floating Rate
  Notes due 2032 (the "Class B-L Notes"), Definitive Rating
  Assigned A2 (sf)

  US$7,125,000 Class B-F Senior Secured Deferrable Fixed Rate
  Notes due 2032 (the "Class B-F Notes"), Definitive Rating
  Assigned A2 (sf)

  US$30,000,000 Class C Senior Secured Deferrable Floating Rate
  Notes due 2032 (the "Class C Notes"), Definitive Rating
  Assigned Baa3 (sf)

  US$30,000,000 Class D Secured Deferrable Floating Rate Notes
  due 2032 (the "Class D Notes"), Definitive Rating Assigned
  Ba3 (sf)

The Class A-1A Notes, the Class A-2-L Notes, the Class A-2-F Notes,
the Class B-L Notes, the Class B-F Notes, the Class C Notes and the
Class D 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.

Marathon XIII 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
senior secured loans and eligible investments, and up to 7.5% of
the portfolio may consist of second lien loans and unsecured loans.
Moody's expects the portfolio to be approximately 90% ramped as of
the closing date.

Marathon Asset Management, 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 Notes, the Issuer issued Class A-1B-L
Notes, Class A-1B-F Notes and 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: 65

Weighted Average Rating Factor (WARF): 2932

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 6.50%

Weighted Average Recovery Rate (WARR): 46.75%

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.


MORGAN STANLEY 2007-TOP27: Fitch Cuts Rating on Class C Debt to CC
------------------------------------------------------------------
Fitch Ratings has downgraded one distressed class and affirmed 14
classes of Morgan Stanley Capital I Trust, commercial mortgage
pass-through certificates, series 2007-TOP27.

Morgan Stanley Capital I Trust 2007-TOP27

Debt                  Current Rating    Previous Rating
Class A-J 61754JAH1;  LT BBBsf Affirmed; previously BBBsf
Class AW34 61754JAZ1; LT AAAsf Affirmed; previously AAAsf
Class B 61754JAK4;    LT BBBsf Affirmed; previously BBBsf
Class C 61754JAL2;    LT CCsf Downgrade; previously CCCsf
Class D 61754JAM0;    LT Dsf Affirmed;   previously Dsf
Class E 61754JAN8;    LT Dsf Affirmed;   previously Dsf
Class F 61754JAP3;    LT Dsf Affirmed;   previously Dsf
Class G 61754JAQ1;    LT Dsf Affirmed;   previously Dsf
Class H 61754JAR9;    LT Dsf Affirmed;   previously Dsf
Class J 61754JAS7;    LT Dsf Affirmed;   previously Dsf
Class K 61754JAT5;    LT Dsf Affirmed;   previously Dsf
Class L 61754JAU2;    LT Dsf Affirmed;   previously Dsf
Class M 61754JAV0;    LT Dsf Affirmed;   previously Dsf
Class N 61754JAW8;    LT Dsf Affirmed;   previously Dsf
Class O 61754JAX6;    LT Dsf Affirmed;   previously Dsf

KEY RATING DRIVERS

Higher Certainty of Losses: The downgrade reflects higher certainty
of losses. Although there have been no changes to the pool
composition since the last rating action, the downgrade of class C
reflects the increasing exposure of these loans.

Minimal Change to Credit Enhancement: The pool has seen a minimal
increase in CE since Fitch's prior rating action. As of the May
2019 distribution date, the pool's aggregate principal balance has
been reduced by 90.9% to $247.9 million from $2.72 billion at
issuance, which includes $159.4 million in realized losses (5.75%
of the original pool balance). Since the last rating action in
2018, the transaction received pay down of approximately $3.9
million from amortization.

Pool Concentration/Adverse Selection: The transaction is highly
concentrated with only four of the original 234 loans remaining. A
significant percentage of the remaining loans are secured by office
properties (88% of the pool). Of the four remaining loans, two
(13.6% of the pool balance) are specially serviced. Due to the
concentrated nature of the pool, Fitch performed a sensitivity
analysis that grouped the remaining loans based on collateral
quality and performance and ranked them by their perceived
likelihood of repayment. The ratings reflect this sensitivity
analysis.

The class A-J and B balances are dependent on the recovery of the
largest loan in the pool, 360 Park Avenue South. The property's
single tenant, Reed Elsevier (RELX - rated BBB+/F2) lease is
expiring in December 2021, and is expected to vacate as it
relocates it corporate headquarters, although the current rents are
below market. The loan matures in March 2022.

Longer-Term Amortizing Loans: Two of the remaining loans, 360 Park
Avenue South and Broadmoor Mini Storage, which consist of 86.5% of
the pool, mature in 2022.

AW34 Rake: Class AW34 is reliant on the 330 West 34th Street
non-pooled component. The loan is collateralized by the land which
is ground leased to Vornado Realty through 2149.

RATING SENSITIVITIES

The Rating Outlooks on classes A-J and B remain Stable due to high
credit enhancement and continued amortization of the pool. Further
upgrades are unlikely considering the binary risk of the 360 Park
Avenue South loan. Distressed classes may be subject to further
downgrades as additional losses are realized or if losses exceed
Fitch's expectations.


MORGAN STANLEY 2019-H6: Fitch Rates $7.7MM Class G-RR Certs 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to Morgan Stanley Capital I Trust 2019-H6 commercial
mortgage pass-through certificates, series 2019-H6:

  -- $18,000,000 class A-1 'AAAsf'; Outlook Stable;

  -- $21,100,000 class A-2 'AAAsf'; Outlook Stable;

  -- $27,300,000 class A-SB 'AAAsf'; Outlook Stable;

  -- $190,000,000 class A-3 'AAAsf'; Outlook Stable;

  -- $224,382,000 class A-4 'AAAsf'; Outlook Stable;

  -- $480,782,000b class X-A 'AAAsf'; Outlook Stable;

  -- $121,055,000b class X-B 'A-sf'; Outlook Stable;

  -- $63,532,000 class A-S 'AAAsf'; Outlook Stable;

  -- $26,615,000 class B 'AA-sf'; Outlook Stable;

  -- $30,908,000 class C 'A-sf'; Outlook Stable;

  -- $14,080,000ab class X-D 'BBBsf'; Outlook Stable;

  -- $14,080,000a class D 'BBBsf'; Outlook Stable;

  -- $12,534,000ac class E-RR 'BBB-sf'; Outlook Stable;

  -- $10,303,000ac class F-RR 'BBB-sf'; Outlook Stable;

  -- $7,727,000ac class G-RR 'BB+sf'; Outlook Stable;

  -- $10,302,000ac class H-RR 'BB-sf'; Outlook Stable;

  -- $6,869,000ac class J-RR 'B-sf'; Outlook Stable.

The following class is not rated by Fitch:

  -- $23,180,759ac class K-RR.

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

(b) Notional amount and interest-only.

(c) Horizontal credit risk retention interest.

The ratings are based on information provided by the issuer as of
June 19, 2019.

Since Fitch published its expected ratings on May 29, 2019, the
following changes have occurred. The class balances for class A-3
and A-4 have been finalized. At the time the classes were assigned,
the class A-3 balance range was $90,000,000 - $190,000,000 and the
class A-4 range was $224,382,000 - $324,382,000. The final class
sizes for class A-3 and A-4 are $190,000,000 and $224,382,000,
respectively. The final balance for class X-D, D and E-RR have also
changed. At the time the classes were assigned, the class X-D
balance was $14,938,000, the class D balance was $14,938,000 and
the class E-RR balance was $11,676,000. The final class sizes for
classes X-D, D and E-RR are $14,080,000, $14,080,000, and
$12,534,000, respectively. The classes reflect the final ratings
and deal structure.

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 46 loans secured by 255
commercial properties having an aggregate principal balance of
$686,832,759 as of the cut-off date. The loans were contributed to
the trust by Morgan Stanley Mortgage Capital Holdings LLC, Argentic
Real Estate Finance LLC, Starwood Mortgage Capital LLC and Cantor
Commercial Real Estate Lending, L.P.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 76.2% of the properties
by balance, cash flow analysis of 88.2% and asset summary reviews
on 100.0% of the pool.

KEY RATING DRIVERS

Fitch Leverage: Overall, the pool's Fitch debt service coverage
ratio (DSCR) of 1.22x is average when compared with the 2018
average of 1.22x and the 2019 YTD average of 1.21x. The pool's
Fitch loan to value (LTV) of 102.4% is slightly above the 2018
average of 102.0% and in-line with the 2019 YTD average of 102.5%.

Credit Opinion Loans: Four loans, representing 13.9% of the pool
received an investment-grade credit opinion on a stand-alone basis
including: ILPT Hawaii Portfolio (5.8% of pool) with an
investment-grade credit opinion of 'BBBsf*', Tower 28 (4.4% of
pool) with an investment-grade credit opinion of 'BBB-sf*', 65
Broadway (2.3% of pool) with an investment-grade credit opinion of
'BBB-sf*' and 3 Columbus Circle (1.5% of pool) with an
investment-grade credit opinion of 'BBB-sf*'. Overall, this
transaction has a similar proportion of credit opinion loans when
compared with the 2018 and 2019 YTD averages of 13.6% and 10.1%,
respectively, for other recent Fitch-rated multiborrower
transactions. The pool's Fitch stressed DSCR and LTV net of credit
opinion loans are 1.21x and 107.9%, respectively.

Pool Concentration: The pool is less diverse than recent
Fitch-rated multiborrower transactions. The 10 largest loans
account for 57.1% of the pool, compared with the 2018 and 2019 YTD
averages of 50.6% and 49.3%, respectively. Additionally, the loan
concentration index (LCI) is 457, which worse than average when
compared with the 2018 average of 373 and 2019 YTD average of 363
for other Fitch-rated multiborrower transactions.

Property Type Concentration: The pool has high exposure to hotel
properties, which, at 21.9% of the pool, exceeds 2018 and 2019 YTD
average concentrations of 14.7% and 13.7%, respectively. Three of
the top 10 loans are backed by hotel properties. Loans secured by
hotel properties have a higher probability of default than other
commercial property types in Fitch's multiborrower model, all else
equal.


NATIONAL COLLEGIATE: Fitch Affirms 12 Transactions, on Watch Neg.
-----------------------------------------------------------------
Fitch Ratings has affirmed 37 notes and maintained the Rating Watch
Negative on 13 notes from 12 National Collegiate Student Loan
Trusts (NCSLTs). Recovery Estimates (RE) for tranches rated 'CCCsf'
or below are unchanged.

The affirmations reflect that performance was stable and credit
enhancement (CE) levels moved in line with expectations since last
review. Consequently, in line with Fitch's private student loan
criteria, no cash flow modeling was performed. Additionally, there
has not been any substantive update regarding the CFPB proposed
judgment since last review, as such, Fitch maintains the 'BBBsf'
rating cap for these transactions and the Rating Watch Negative on
all notes with ratings of 'Bsf' or above.

KEY RATING DRIVERS

CFPB Proposed Judgment: On Sept. 14, 2017, the CFPB filed an action
against the NCSLTs for illegal student loan debt collection.
According to the CFPB, consumers were sued for private student loan
debts that the companies could not prove were owed or were too old
to sue for. On Sept. 18, 2017, a proposed consent judgment was
filed with the court to settle all matters in the dispute. The
proposed judgment requires an independent audit of all student
loans in the NCSLTs' portfolios. Collections on any student loans
identified by the audit that lack proper documentation, or for
which the statute of limitations has expired on the debt
collection, would have to cease.

If the proposed judgment is confirmed, it may result, pending the
outcome of a portfolio audit, in the NCSLTs making an aggregate
payment of at least USD 19.1 million. The proposed consent judgment
specifies that the payment is due within 10 days of the effective
date of the judgment. Should this result in a lump sum one-time
cost being charged to the trust as a senior cost it may impair the
ability of some of the trusts, depending on the number of trusts
affected, to pay senior interest in a timely fashion, resulting in
an event of default for the notes. If instead the payment is in
some way distributed over time, for example by being advanced
through an agent, by a reserving mechanism or other means, it will
reduce the cash available to repay noteholders and thereby reduce
the available protection. In addition, the outcome of the
independent loan audit and the possible effect on the
enforceability of underlying loan contracts is at this stage
uncertain. As a result of all these factors, all the NCSLT trusts'
notes with a non-distressed rating were placed on Rating Watch
Negative.

Fitch expects to resolve the Rating Watch Negative when additional
clarity, including amount and allocation of payments among trusts,
is available on this senior liability requested by the CFPB to the
NCSLT trusts.

Collateral Performance: The NCSLT trusts are collateralized by
private student loans originated by First Marblehead Corporation.
At deal inception, all loans were guaranteed by The Education
Resources Institute (TERI); however, no credit is given to the TERI
guaranty since TERI filed for bankruptcy on April 7, 2008. Fitch
assumes the same assumptions as last review in Aug. 14, 2018 of
constant default rates (CDRs) of 3.50% for transactions from NCSLT
2003-1 - 2005-3; 4.50% for transactions from NCSLT 2006-1 - 2006-4;
and 5.0% for transactions from NCSLT 2007-1 - 2007-2. Recovery rate
was assumed to be 0% in light of recent lawsuit uncertainty between
the trusts and defaulted borrowers.

Payment Structure: All trusts are under-collateralized as total
parity is less than 100%. Senior reported parity as of April 30,
2019 is 150.62%, 99.28%, 164.37%, 148.29%, 105.99%, 116.61%,
101.30%, 82.74%,112.08%, 102.47%, 97.94%, and 94.81% for NCSLT
2003-1, 2004-1, 2004-2, 2005-1, 2005-2, 2005-3, 2006-1, 2006-2,
2006-3, 2006-4, 2007-1, and 2007-2. Senior notes benefit from
subordination provided by the junior notes.

All trusts benefit from reserve accounts that are at their floor
levels, with specified requirements of the greater of 1.25% of the
outstanding notes and the floor for each trust. Available reserve
accounts are expected to be sufficient to cover for any shortfall
in senior costs and senior interest for a period of two to five
months, depending on the transaction.

Operational Capabilities: Pennsylvania Higher Education Assistance
Agency (PHEAA) services roughly 98% of the trusts, with Nelnet
servicing the rest. US Bank N.A. acts as special servicer for the
trusts. Fitch believes all servicers are acceptable servicers of
private student loans. Nevertheless, Fitch understands that a
lawsuit to call a servicer default under the transaction documents
against PHEAA was initiated by some of the holders of the
beneficial interest in the NCSLT trusts. Despite the uncertainty on
the outcome of pending litigations between transaction parties,
including PHEAA, Fitch believes such risk is addressed by the
rating cap at 'BBBsf' and Fitch's conservative assumptions on
defaults and recoveries.

RATING SENSITIVITIES

Allocation of the settlement payment to one or a few NCSLTs trusts
in a short period of time may result in multi-category downgrades
on the affected trusts. Allocation of the payment across all trusts
over a longer horizon may result in smaller downgrades or no rating
actions.

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

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

Fitch has taken the following rating actions:

National Collegiate Student Loan Trust 2003-1

  -- Class A-7 'BBsf'; maintained on Rating Watch Negative;

  -- Class B-1 affirmed at 'Csf'; RE 20%;

  -- Class B-2 affirmed at 'Csf'; RE 20%.

National Collegiate Student Loan Trust 2004-1

  -- Class A-3 'BBsf'; maintained on Rating Watch Negative;

  -- Class A-4 affirmed at 'CCsf'; RE 75%;

  -- Class B-1 affirmed at 'Csf'; RE 20%;

  -- Class B-2 affirmed at 'Csf'; RE 20%.

National Collegiate Student Loan Trust 2004-2/NCF Grantor Trust
2004-2

  -- Class A-5-1 'BBsf'; maintained on Rating Watch Negative;

  -- Class A-5-2 'BBsf'; maintained on Rating Watch Negative;

  -- Class B affirmed at 'CCsf'; RE 75%;

  -- Class C affirmed at 'Csf'; RE 10%.

National Collegiate Student Loan Trust 2005-1/NCF Grantor Trust
2005-1

  -- Class A-5-1 'BBsf'; maintained on Rating Watch Negative;

  -- Class A-5-2 'BBsf'; maintained on Rating Watch Negative;

  -- Class B affirmed at 'CCsf'; RE 80%;

  -- Class C affirmed at 'Csf'; RE 0%.

National Collegiate Student Loan Trust 2005-2/NCF Grantor Trust
2005-2

  -- Class A-4 'BBBsf'; maintained on Rating Watch Negative;

  -- Class A-5-1 affirmed at 'CCCsf'; RE 90%;

  -- Class A-5-2 affirmed at 'CCCsf'; RE 90%;

  -- Class B affirmed at 'Csf'; RE 20%;

  -- Class C affirmed at 'Csf'; RE 0%.

National Collegiate Student Loan Trust 2005-1/NCF Grantor Trust
2005-3

  -- Class A-5-1 'Bsf'; maintained on Rating Watch Negative;

  -- Class A-5-2 'Bsf'; maintained on Rating Watch Negative;

  -- Class B affirmed at 'Csf'; RE 30%;

  -- Class C affirmed at 'Csf'; RE 0%.

National Collegiate Student Loan Trust 2006-1

  -- Class A-5 affirmed at 'Csf'; RE 75%;

  -- Class B affirmed at 'Csf'; RE 0%;

  -- Class C affirmed at 'Csf'; RE 0%.

National Collegiate Student Loan Trust 2006-2

  -- Class A-4 affirmed at 'Csf'; RE 50%;

  -- Class B affirmed at 'Csf'; RE 0%;

  -- Class C affirmed at 'Csf'; RE 0%.

National Collegiate Student Loan Trust 2006-3

  -- Class A-4 'BBBsf'; maintained on Rating Watch Negative;

  -- Class A-5 affirmed at 'CCsf'; RE 85%;

  -- Class B affirmed at 'Csf'; RE 50%;

  -- Class C affirmed at 'Csf'; RE 0%;

  -- Class D affirmed at 'Csf'; RE 0%.

National Collegiate Student Loan Trust 2006-4

  -- Class A-3 'BBBsf'; maintained on Rating Watch Negative;

  -- Class A-4 affirmed at 'Csf'; RE 75%;

  -- Class B affirmed at 'Csf'; RE 0%;

  -- Class C affirmed at 'Csf'; RE 0%;

  -- Class D affirmed at 'Csf'; RE 0%.

National Collegiate Student Loan Trust 2007-1

  -- Class A-3 'BBBsf'; maintained on Rating Watch Negative;

  -- Class A-4 affirmed at 'Csf'; RE 75%;

  -- Class B affirmed at 'Csf'; RE 0%;

  -- Class C affirmed at 'Csf'; RE 0%;

  -- Class D affirmed at 'Csf'; RE 0%.

National Collegiate Student Loan Trust 2007-2

  -- Class A-3 'BBBsf'; maintained on Rating Watch Negative;

  -- Class A-4 affirmed at 'Csf'; RE 75%;

  -- Class B affirmed at 'Csf'; RE 0%;

  -- Class C affirmed at 'Csf'; RE 0%;

  -- Class D affirmed at 'Csf'; RE 0%.


NATIONSTAR HECM 2019-1: Moody's Gives B3(sf) Rating on Cl. M4 Debt
------------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to five
classes of residential mortgage-backed securities (RMBS) issued by
Nationstar HECM Loan Trust 2019-1. The ratings range from Aaa (sf)
to B3 (sf).

The certificates are backed by a pool that includes 1,255 inactive
home equity conversion mortgages and 199 real estate owned
properties. The servicer for the deal is Nationstar Mortgage LLC.
The complete rating actions are as follows:

Issuer: Nationstar HECM Loan Trust 2019-1

Class A, Assigned Aaa (sf)

Class M1, Assigned Aa3 (sf)

Class M2, Assigned A3 (sf)

Class M3, Assigned Baa3 (sf)

Class M4, Assigned B3 (sf)

RATINGS RATIONALE

The collateral backing NHLT 2019-1 consists of first-lien inactive
HECMs covered by Federal Housing Administration (FHA) insurance
secured by properties in the US along with Real-Estate Owned (REO)
properties acquired through conversion of ownership of reverse
mortgage loans that are covered by FHA insurance. If a borrower or
their estate fails to pay the amount due upon maturity or otherwise
defaults, the sale of the property is used to recover the amount
owed. Nationstar acquired the mortgage assets from Ginnie Mae
sponsored HECM mortgage backed (HMBS) securitizations. All of the
mortgage assets are covered by FHA insurance for the repayment of
principal up to certain amounts.

There are 1,454 mortgage assets with a balance of $397,720,687. The
assets are in either default, due and payable, referred,
foreclosures or REO status. Loans that are in default may move to
due and payable; due and payable loans may move to foreclosure; and
foreclosure loans may move to REO. 24.18% of the assets are in
default of which 0.12% (of the total assets) are in default due to
non-occupancy and the remaining are in default due to delinquent
taxes and insurance, non-repairs and HOA. 20.96% of the assets are
due and payable, 39.08% of the assets are in foreclosure and 1.91%
of the assets are in pre-foreclosure liquidated status. Finally,
13.88% of the assets are REO properties and were acquired through
foreclosure or deed-in-lieu of foreclosure on the associated loan.
If the value of the related mortgaged property is greater than the
loan amount, some of these loans may be settled by the borrower or
their estate.

The collateral composition of NHLT 2019-1 is different from that of
NHLT 2018-3 in several key respects. First, NHLT 2019-1 has a lower
percentage of loans in default status and a higher percentage of
loans in REO status. In addition, a relatively large percentage of
the collateral in NHLT 2019-1 is inactive due to death or
non-occupancy (23.0% compared to 17.1% in NHLT 2018-3).
Furthermore, the weighted average loan-to-value ratio, at 121.5%,
is slightly lower than NHLT 2018-3 transaction, but also generally
in line with other NHLT transactions Fitch has rated. This implies
that borrowers in this pool tend to have more equity in their homes
compared to in prior transactions which may lead to higher cure and
repayment rates.

As with most NHLT transactions Fitch has rated, the pool has a
significant concentration of mortgage assets backed by properties
in New York, New Jersey and Florida. Such states are judicial
foreclosure states with long foreclosure timelines. Also, there are
20 assets (0.97% of the asset balance) in NHLT 2019-1 that are
backed by properties in Puerto Rico, which is still recovering from
Hurricane Maria and suffering from poor economic conditions due to
a public debt crisis and continued out-migration. Its credit
ratings reflect state-specific foreclosure timeline stresses as
well as adjustments for risks associated with the real estate
market in Puerto Rico.

Nationstar has noted that there are no damaged properties in the
pool. In addition, there are property level representations &
warranties that no mortgaged property has suffered damages due to
fire, flood, windstorm, earthquake, tornado, hurricane, or any
other damages.

Transaction Structure

The securitization has a sequential liability structure amongst six
classes of notes with structural subordination. All funds
collected, prior to an acceleration event, are used to make
interest payments to the notes, then principal payments to the
Class A notes, then to a redemption account until the amount on
deposit in the redemption account is sufficient to cover future
principal and interest payments for the subordinate notes up to
their expected final payment dates. The subordinate notes will not
receive principal until the beginning of their respective target
amortization periods (in the absence of an acceleration event). The
notes benefit from structural subordination as credit enhancement,
and an interest reserve account funded with cash received from the
initial purchasers of the notes for liquidity and credit
enhancement.

The transaction is callable on or after six months with a 1.0%
premium and on or after 12 months without a premium. The mandatory
call date for the Class A notes is in October 2021. For the Class
M1 notes, the expected final payment date is in February 2022. For
the Class M2 notes, the expected final payment date is in May 2022.
For the Class M3 notes, the expected final payment date is in
August 2022. For the Class M4 notes, the expected final payment
date is in January 2023. Finally, for the Class M5 notes, the
expected final payment date is in February 2023. For each of the
subordinate notes, there are target amortization periods that
conclude on the respective expected final payment dates. The legal
final maturity of the transaction is 10 years.

Available funds to the transaction are expected to primarily come
from the liquidation of REO properties and receipt of FHA insurance
claims. These funds will be received with irregular timing. In the
event that there are insufficient funds to pay interest in a given
period, the interest reserve account may be utilized. Additionally,
any shortfall in interest will be classified as an available funds
cap shortfall. These available funds cap carryover amounts will
have priority of payments in the waterfall and will also accrue
interest at the respective note rate.

Certain aspects of the waterfall are dependent upon Nationstar
remaining as servicer. Servicing fees and servicer related
reimbursements are subordinated to interest and principal payments
while Nationstar is servicer. However, servicing advances will
instead have priority over interest and principal payments in the
event that Nationstar defaults and a new servicer is appointed.

Third-Party Review

A third party firm conducted a review of certain characteristics of
the mortgage assets on behalf of Nationstar. The review focused on
data integrity, FHA insurance coverage verification, accuracy of
appraisal recording, accuracy of occupancy status recording,
borrower age documentation, identification of excessive corporate
advances, documentation of servicer advances, and identification of
tax liens with first priority in Texas. Also, broker price opinions
(BPOs) were ordered for 108 properties in the pool.

The TPR firm conducted an extensive data integrity review. Certain
data tape fields, such as the mortgage insurance premium (MIP)
rate, the current UPB, current interest rate, and marketable title
date were reviewed against Nationstar's servicing system. However,
a significant number of data tape fields were reviewed against
imaged copies of original documents of record, screen shots of
HUD's HERMIT system, or HUD documents. Some key fields reviewed in
this manner included the original note rate, the debenture rate,
foreclosure first legal date, and the called due date.

The results of the third-party review (TPR) are comparable to
previous NHLT transactions in many respects. However, the number of
exceptions related to the accuracy of reported valuations, and
foreclosure and bankruptcy attorney fees is similar to what was
observed in NHLT 2018-3 transaction. NHLT 2019-1's TPR results
showed an 2.08% initial-tape exception rate related to the accuracy
of reported valuations and a 24.38% initial-tape exception rate
related to foreclosure and bankruptcy attorney fees. In its
analysis of the pool, Fitch applied adjustments to account for the
TPR results in certain areas.

Reps & Warranties (R&W)

Nationstar is the loan-level R&W provider and is rated B2 (Stable).
This relatively weak financial profile is mitigated by the fact
that Nationstar will subordinate its servicing advances, servicing
fees, and MIP payments in the transaction and thus has significant
alignment of interests. Another factor mitigating the risks
associated with a financially weak R&W provider is that a
third-party due diligence firm conducted a review on the loans for
evidence of FHA insurance.

Nationstar represents that the mortgage loans are covered by FHA
insurance that is in full force and effect. Nationstar provides
further R&Ws including those for title, first lien position,
enforceability of the lien, and the condition of the property.
Although Nationstar provides a no fraud R&W covering the
origination of the mortgage loans, determination of value of the
mortgaged properties, and the sale and servicing of the mortgage
loans, the no fraud R&W is made only as to the initial mortgage
loans. Aside from the no fraud R&W, Nationstar does not provide any
other R&W in connection with the origination of the mortgage loans,
including whether the mortgage loans were originated in compliance
with applicable federal, state and local laws. Although certain
representations are knowledge qualified, the transaction documents
contain language specifying that if a representation would have
been breached if not for the knowledge qualifier then Nationstar
will repurchase the relevant asset as if the representation had
been breached.

Upon the identification of an R&W breach, Nationstar has to cure
the breach. If Nationstar is unable to cure the breach, Nationstar
must repurchase the loan within 90 days from receiving the
notification. Fitch believes the absence of an independent third
party reviewer who can identify any breaches to the R&W makes the
enforcement mechanism weak in this transaction. Also, Nationstar,
in its good faith, is responsible for determining if a R&W breach
materially and adversely affects the interests of the trust or the
value the collateral. This creates the potential for a conflict of
interest.

When analyzing the transaction, Fitch reviewed the transaction's
exposure to large potential indemnification payments owed to
transaction parties due to potential lawsuits. In particular, Fitch
assessed the risk that the acquisition trustee would be subject to
lawsuits from investors for a failure to adequately enforce the
R&Ws against the seller. Fitch believes that NHLT 2019-1 is
adequately protected against such risk in part because a
third-party data integrity review was conducted on a significant
random sample of the loans. In addition, the third-party due
diligence firm verified that all of the loans in the pool are
covered by FHA insurance.

Trustee & Master Servicer

The acquisition and owner trustee for the NHLT 2019-1 transaction
is Wilmington Savings Fund Society, FSB. The paying agent and cash
management functions will be performed by U.S. Bank National
Association. U.S. Bank National Association will also serve as the
claims payment agent and as such will be the HUD mortgagee of
record for the mortgage assets in the pool.

Methodology

The methodologies used in these ratings were "Moody's Approach to
Rating Securitisations Backed by Non-Performing and Re-Performing
Loans" published in February 2019 and "Moody's Global Approach to
Rating Reverse Mortgage Securitizations," published in May 2019.

Its quantitative asset analysis is based on a loan-by-loan modeling
of expected payout amounts given the structure of FHA insurance and
with various stresses applied to model parameters depending on the
target rating level.

FHA insurance claim types: funds come into the transaction
primarily through the sale of REO properties and through FHA
insurance claim receipts. There are uncertainties related to the
extent and timing of insurance proceeds received by the trust due
to the mechanics of the FHA insurance. HECM mortgagees may suffer
losses if a property is sold for less than its appraised value.

The amount of insurance proceeds received from the FHA depends on
whether a sales based claim (SBC) or appraisal based claim (ABC) is
filed. SBCs are filed in cases where the property is successfully
sold within the first six months after the servicer has acquired
marketable title to the property. ABCs are filed six months after
the servicer has obtained marketable title if the property has not
yet been sold. For an SBC, HUD insurance will cover the difference
between (i) the loan balance and (ii) the higher of the sales price
and 95.0% of the latest appraisal, with the transaction on the hook
for losses if the sales price is lower than 95.0% of the latest
appraisal. For an ABC, HUD only covers the difference between the
loan amount and 100% of appraised value, so failure to sell the
property at the appraised value results in loss.

Fitch expects ABCs to have higher levels of losses than SBCs. The
fact that there is a delay in the sale of the property usually
implies some adverse characteristics associated with the property.
FHA insurance will not protect against losses to the extent that an
ABC property is sold at a price lower than the appraisal value
taken at the six month mark of REO. Additionally, ABCs do not cover
the cost to sell properties (broker fees) while SBCs do cover these
costs. For SBCs, broker fees are reimbursable up to 6.0%
ordinarily. Its base case expectation is that properties will be
sold for 13.5% less than their appraisal value for ABCs. This is
based on the historical experience of Nationstar. Fitch stressed
this percentage at higher credit rating levels. At a Aaa rating
level, Fitch assumed that ABC appraisal haircuts could reach up to
30.0%.

In its asset analysis, Fitch also assumed there would be some
losses for SBCs, albeit lower amounts than for ABCs. Based on
historical performance, in the base case scenario Fitch assumed
that SBCs would suffer 1.0% losses due to a failure to sell the
property for an amount equal to or greater than 95.0% of the most
recent appraisal. Fitch stressed this percentage at higher credit
rating levels. At a Aaa rating level, Fitch assumed that SBC
appraisal haircuts could reach up to 11.0% (i.e., 6.0% below
95.0%).

Under its analytical approach, each loan is modeled to go through
both the ABC and SBC process with a certain probability. Each loan
will thus have both of the sales disposition payments and
associated insurance payments (fourr payments in total). All
payments are then probability weighted and run through a modeled
liability structure. Based on the historical experience of
Nationstar, for the base case scenario Fitch assumed that 85% of
claims would be SBCs and the rest would be ABCs. Fitch stressed
this assumption and assumed higher ABC percentages for higher
rating levels. At a Aaa rating level, Fitch assumed that 85% of
insurance claims would be submitted as ABCs.

Liquidation process: each mortgage asset is categorized into one of
fourr categories: default, due and payable, foreclosure and REO. In
its analysis, Fitch assumes loans that are in referred status to be
either in foreclosure or REO category. The loans are assumed to
move through each of these stages until being sold out of REO.
Fitch assumed that loans would be in default status for six months.
Due and payable status is expected to last six to 12 months
depending on the default reason. Foreclosure status is based on the
state in which that the related property is located and is further
stressed at higher rating levels. The base case foreclosure
timeline is based on FHA timeline guidance. REO disposition is
assumed to take place in six months with respect to SBCs and 12
months with respect to ABCs.

Debenture interest: the receipt of debenture interest is dependent
upon performance of certain actions within certain timelines by the
servicer. If these timeline and performance benchmarks are not met
by the servicer, debenture interest is subject to curtailment. Its
base case assumption is that 95.0% of debenture interest will be
received by the trust. Fitch stressed the amount of debenture
interest that will be received at higher rating levels. Its
debenture interest assumptions reflect the requirement that
Nationstar (B2, Stable) reimburse the trust for debenture interest
curtailments due to servicing errors or failures to comply with HUD
guidelines.

Additional model features: Fitch incorporated certain additional
considerations into its analysis, including the following:

  -- In most cases, the most recent appraisal value was used as the
property value in its analysis. However, for seasoned appraisals
Fitch applied a 15.0% haircut to account for potential home price
depreciation between the time of the appraisal and the cut-off
date.

  -- Mortgage loans with borrowers that have significant equity in
their homes are likely to be paid off by the borrowers or their
heirs rather than complete the foreclosure process. Fitch estimated
which loans would be bought out of the trust by comparing each
loans' appraisal value (post haircut) to its UPB.

  -- Fitch assumed that foreclosure costs will average $4,500 per
loan, two thirds of which will be reimbursed by the FHA. Fitch then
applied a negative adjustment to this amount based on the TPR
results.

  -- Fitch estimated monthly tax and insurance advances based on
cumulative tax and insurance advances to date.

Fitch ran additional stress scenarios that were designed to mimic
expected cash flows in the case where Nationstar is no longer the
servicer. Fitch assumes the following in the situation where
Nationstar is no longer the servicer:

  -- Servicing advances and servicing fees: While Nationstar
subordinates their recoupment of servicing advances, servicing
fees, and MIP payments, a replacement servicer will not subordinate
these amounts.

  -- Nationstar indemnifies the trust for lost debenture interest
due to servicing errors or failure to comply with HUD guidelines.
In the event of a bankruptcy, Nationstar will not have the
financial capacity to do so.

  -- A replacement servicer may require an additional fee and thus
Fitch assumes a 25 bps strip will take effect if the servicer is
replaced.

  -- One third of foreclosure costs will be removed from sales
proceeds to reimburse a replacement servicer (one third of
foreclosure costs are not reimbursable under FHA insurance). This
is typically on the order of $1,500 per loan.

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 stress could
drive the ratings up. Transaction performance depends greatly on
the US macro economy and housing market. Property markets could
improve from its original expectations resulting in appreciation in
the value of the mortgaged property and faster property sales.

Down

Levels of credit protection that are insufficient to protect
investors against current expectations of stresses could drive the
ratings down. Transaction performance depends greatly on the US
macro economy and housing market. Property markets could
deteriorate from its original expectations resulting in
depreciation in the value of the mortgaged property and slower
property sales.


NEW RESIDENTIAL 2019-NQM3: Fitch Rates Class B-2 Notes 'Bsf'
------------------------------------------------------------
Fitch Ratings assigns ratings to the residential mortgage-backed
notes issued by New Residential Mortgage Loan Trust 2019-NQM3 as
indicated. The notes are supported by 638 loans with a balance of
$304.60 million as of the cut-off date. This will be the third
Fitch-rated near prime transaction in 2019 comprised of loans
solely originated by NewRez LLC, which was formerly known as New
Penn Financial, LLC.

The notes are secured mainly by non-qualified mortgages as defined
by the Ability to Repay (ATR) Rule. Approximately 74% of the loans
in the pool are designated as NQM, and the remaining 26% are
investor properties and, thus, not subject to the ATR Rule.

Initial credit enhancement for the class A-1 notes of 30.00% is
higher than Fitch's 'AAAsf' rating stress loss of 22.55%. The
additional initial CE is primarily driven by the pro rata principal
distribution between the A-1, A-2 and A-3 notes, which will result
in a significant reduction of the class A-1 subordination over time
through principal payments to the A-2 and A-3.

The 'AAAsf' for NRMLT 2019-NQM3 reflects the satisfactory
operational review conducted by Fitch of the originator, 100%
loan-level due diligence review with no material findings, a Tier 2
representation and warranty framework, and the transaction's
structure.

NRMLT 2019-NQM3

Debt               Current Rating        Prior Rating
Class A-1;   LT AAAsf New Rating; previously at AAA(EXP)sf
Class A-2;   LT AAsf New Rating;  previously at AA(EXP)sf
Class A-3;   LT Asf New Rating;   previously at A(EXP)sf
Class A-IO-S;     LT NRsf New Rating;  previously at NR(EXP)sf
Class B-1;   LT BBsf New Rating;  previously at BB(EXP)sf
Class B-2;   LT Bsf New Rating;   previously at B(EXP)sf
Class B-3;   LT NRsf New Rating;  previously at NR(EXP)sf
Class M-1;   LT BBBsf New Rating; previously at BBB(EXP)sf
Class XS-1;   LT NRsf New Rating;  previously at NR(EXP)sf
Class XS-2;       LT NRsf New Rating;  previously at NR(EXP)sf

KEY RATING DRIVERS

Near Prime Credit Quality (Positive): The collateral consists of
30-year fixed-rate (42%) and five-, seven- and 10-year
adjustable-rate mortgage (ARM) loans (47%). Roughly 8% are
five-year ARM interest-only (IO) loans, roughly 1% are seven-year
ARM IO loans and almost 1% are 10-year ARM IO loans. Almost 1% are
30-year fixed rate with a 10-year IO term, while the remaining
loans are fixed-rate fully amortizing 10-, 15- and 20-year loans.
The weighted average (WA) credit score is 729, and the WA combined
loan-to-value ratio (CLTV) is 74%. Only 3% of the pool consists of
borrowers with prior credit events in the past seven years, which
is lower than that observed in other Fitch-rated NQM transactions.
72% of the loans in the pool are made to self-employed borrowers.

Fitch analyzed NRMLT 2019-NQM3 as a non-prime transaction, due to a
slight deterioration in credit characteristics compared to prior
NRMLT NQM transactions. Compared to NRMLT 2019-NQM2, this pool has
a higher CLTV, more loans have a CLTV over 80%, more loans have a
credit score less than 700, there are fewer full documentation
loans in the pool, the percentage of ARM loans is higher, there are
fewer loans originated by a retail channel, and 1.6% are
piggybacked seconds (more than double the amount in the prior
transaction). The increase in losses accounts for the additional
credit risk due to the slightly more risky loan attributes.

Alternative Income Documentation (Negative): Approximately 63% of
the loans in the pool were to self-employed borrowers underwritten
using bank statements to verify income (60.5% were underwritten
using 12 months of statements and 2.8% using 24 months). 9% of the
loans were to self-employed borrowers that were underwritten to
full documentation, and 1% of the loans were to self-employed
borrowers underwritten to DSCR. Fitch views the use of bank
statements as a less reliable method of calculating income than the
traditional method of two years of tax returns. Fitch applied
approximately a 1.5x increase in its probability of default (PD)
for bank-statement loans in the base case to reflect the higher
risk. This adjustment assumes slightly less relative risk than a
pre-crisis "stated income" loan.

Investor Loans (Negative): Approximately 26% of the pool comprises
investment property loans, including 11.4% of the pool that was
underwritten to a cash flow ratio rather than the borrower's
debt-to-income ratio. Investor property loans exhibit higher PDs
and higher loss severities (LS) than owner-occupied homes. The
borrowers of the investor properties in the pool have a WA FICO of
736 and an original combined LTV of 69% (loans underwritten to the
cash flow ratio have a WA FICO of 735 and an original combined LTV
of 63%).

Fitch increased the default probability by more than 2.0x for the
cash flow ratio loans (relative to a traditional income
documentation investor loan) to account for the increased risk.

Geographic Concentration (Negative): Approximately 30% of the pool
is concentrated in California with relatively low MSA
concentration. The largest MSA concentration is in the New York MSA
(24.4%), followed by the Los Angeles MSA (19.8%) and the Miami MSA
(7.9%). The top three MSAs account for 52.1% of the pool. As a
result, there was a 1.08x adjustment for geographic concentration.

Low Operational Risk (Positive): Operational risk is well
controlled for in this transaction. NewRez, a wholly owned
subsidiary of NRZ, contributed 100% of the loans in the
securitization pool. NewRez employs robust sourcing and
underwriting processes and is assessed by Fitch as an 'Average'
originator. Fitch believes NRZ has solid RMBS experience despite
its limited NQM issuance and is an 'Acceptable' aggregator. Primary
and master servicing functions will be performed by entities rated
'RPS3+' and 'RMS2+', respectively. The issuer's retention of at
least 5% of each class of bonds helps to ensure an alignment of
interest between the issuer and investors.

R&W Framework (Negative): The seller is providing loan-level
representations (reps) and warranties (R&W) with respect to the
loans in the trust. The R&W framework for this transaction is
classified as a Tier 2 due to the lack of an automatic review for
loans other than those with ATR realized losses.

While the seller, NRZ Sponsor VI LLC, is not rated by Fitch, its
parent, NRZ, has an internal credit opinion from Fitch. Through an
agreement, NRZ ensures that the seller will meet its obligations
and remain financially viable. Fitch increased its loss
expectations 91bps at the 'AAAsf' rating category to account for
the limitations of the Tier 2 framework and the counterparty risk.

Third-Party Due Diligence Review (Positive): Third-party due
diligence was performed on 100% of loans in the transaction by AMC,
an 'Acceptable - Tier 1' TPR. The results of the review confirm
strong origination practices with no material exceptions.
Exceptions on loans with 'B' grades either had strong mitigating
factors or were mostly accounted for in Fitch's loan loss model.
Fitch applied a credit for the high percentage of loan-level due
diligence, which reduced the 'AAAsf' loss expectation by 0.58%.

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

Servicer and Master Servicer: Shellpoint Mortgage Servicing
(Shellpoint), rated 'RPS3+'/Stable by Fitch, will be the primary
servicer for the loans. Nationstar Mortgage, LLC (Nationstar/Mr.
Cooper), rated 'RMS2+'/Stable, will act as master servicer.
Delinquent principal and interest (P&I) advances required but not
paid by Shellpoint will be paid by Nationstar, and if Nationstar is
unable to advance, advances will be made by Citibank, N.A., the
transaction's paying agent. The servicer will be responsible for
advancing P&I for 180 days of delinquency.

RATING SENSITIVITIES

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

This defined stress sensitivity analysis demonstrates how the
ratings would react to steeper MVDs at the national level. The
analysis assumes MVDs of 10.0%, 20.0%, and 30.0%, in addition to
the model projected 3.9% at the base case. The analysis indicates
that there is some potential rating migration with higher MVDs,
compared with the model projection.

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


REGIONAL DIVERSIFIED 2005-1: Moody's Ups Rating on 2 Tranches to Ca
-------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Regional Diversified Funding 2005-1 Ltd.:

US$170,000,000 Class A-1a Floating Rate Senior Notes Due 2036
(current balance of $22,160,342), Upgraded to Aaa (sf); previously
on July 17, 2018 Upgraded to Aa1 (sf)

US$10,000,000 Class A-1b Fixed Rate Senior Notes Due 2036 (current
balance of $1,303,549), Upgraded to Aaa (sf); previously on July
17, 2018 Upgraded to Aa1 (sf)

US$70,000,000 Class A-2 Floating Rate Senior Notes Due 2036,
Upgraded to A1 (sf); previously on July 17, 2018 Upgraded to A2
(sf)

US$79,000,000 Class B-1 Floating Rate Senior Subordinate Notes Due
2036 (current balance including interest shortfall of $89,532,019),
Upgraded to Ca (sf); previously on July 29, 2013 Affirmed C (sf)

US$10,000,000 Class B-2 Fixed Rate Senior Subordinate Notes Due
2036 (current balance including interest shortfall of $15,651,466),
Upgraded to Ca (sf); previously on July 29, 2013 Affirmed C (sf)

Regional Diversified Funding 2005-1 Ltd., issued in April 2005, is
a collateralized debt obligation (CDO) backed by a portfolio of
bank trust preferred securities (TruPS) and TruPS CDO tranches.

RATINGS RATIONALE

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

The Class A-1 notes have paid down by approximately 12.2% or $3.3
million since July 2018, using principal proceeds from the
redemption of the underlying assets and the diversion of excess
interest proceeds. Based on Moody's calculations, the OC ratios for
the Class A-1 and Class A-2 notes have improved to 616.1% and
154.7%, respectively, from July 2018 levels of 548.2% and 151.4%%,
respectively. The Class A-1 notes will continue to benefit from the
diversion of excess interest and the use of proceeds from
redemptions of any assets in the collateral pool.

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 1457 from 1578 in
July 2018.

Moody's rating actions took into account a stress scenario for
highly levered bank holding company issuers. The transaction's
portfolio includes TruPS 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 rating actions.

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 of $144.6 million,
defaulted par of $61.9 million, a weighted average default
probability of 15.92% (implying a WARF of 1457), and a weighted
average recovery rate upon default of 13.0%.

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.


RISERVA LTD: Moody's Rates $27MM Class E-R Notes 'Ba3'
------------------------------------------------------
Moody's Investors Service has assigned ratings to five classes of
CLO refinancing notes issued by Riserva CLO, Ltd.

Moody's rating action is as follows:

  US$384,000,000 Class A-R Senior Secured Floating Rate Notes
  due 2028 (the "Class A-R Notes"), Assigned Aaa (sf)

  US$72,000,000 Class B-R Senior Secured Floating Rate Notes due
  2028 (the "Class B-R Notes"), Assigned Aa2 (sf)

  US$36,000,000 Class C-R Deferrable Mezzanine Secured Floating
  Rate Notes due 2028 (the "Class C-R Notes"), Assigned A2 (sf)

  US$33,000,000 Class D-R Deferrable Mezzanine Secured Floating
  Rate Notes due 2028 (the "Class D-R Notes"), Assigned Baa3 (sf)

  US$27,000,000 Class E-R Deferrable Junior Secured Floating Rate
  Notes due 2028 (the "Class E-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 small. At
least 95.0% of the portfolio must consist of senior secured loans
and cash, and up to 5.0% of the portfolio may consist of second
liens loans and senior unsecured loans.

Invesco RR Fund 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 remaining approximately 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 June 24, 2019 in
connection with the refinancing of all classes of secured notes
originally issued on December 21, 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.

In addition to the issuance of the Refinancing Notes, a variety of
other changes to transaction features will occur in connection with
the refinancing. These include: extension of the non-call period
and changes to certain collateral quality tests.

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: $598,179,116

Defaulted par: $1,369,757

Diversity Score: 80

Weighted Average Rating Factor (WARF): 2805 (corresponding to a
weighted average default probability of 24.17%)

Weighted Average Spread (WAS): 3.05%

Weighted Average Recovery Rate (WARR): 48.0%

Weighted Average Life (WAL): 6.56 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.


RMF BUYOUT 2019-1: Moody's Gives (P)Ba3 Rating on Class M4 Certs
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to five
classes of residential mortgage-backed securities issued by RMF
Buyout Issuance Trust 2019-1. The ratings range from (P)Aaa (sf) to
(P)Ba3 (sf).

The certificates are backed by a pool that includes 761 inactive
home equity conversion mortgages and 129 real estate owned (REO)
properties. The servicer for the deal is Reverse Mortgage Funding,
LLC. The complete rating actions are as follows:

Issuer: RMF Buyout Issuance Trust 2019-1

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

Cl. M1, Assigned (P)Aa3 (sf)

Cl. M2, Assigned (P)A3 (sf)

Cl. M3, Assigned (P)Baa3 (sf)

Cl. M4, Assigned (P)Ba3 (sf)

RATINGS RATIONALE

The collateral backing RBIT 2019-1 consists of first-lien inactive
HECMs covered by Federal Housing Administration (FHA) insurance
secured by properties in the US along with Real-Estate Owned (REO)
properties acquired through conversion of ownership of reverse
mortgage loans that are covered by FHA insurance. If a borrower or
their estate fails to pay the amount due upon maturity or otherwise
defaults, the sale of the property is used to recover the amount
owed. The mortgage assets were acquired from Ginnie Mae sponsored
HECM mortgage backed (HMBS) securitizations or from the collapse of
private-label securitizations by an unrelated third-party sponsor.
All of the mortgage assets are covered by FHA insurance for the
repayment of principal up to certain amounts.

There are 890 mortgage assets with a balance of $187,137,765. The
assets are in either default, due and payable, bankruptcy,
foreclosure or REO status. Loans that are in default may cure or
move to due and payable; due and payable loans may cure or move to
foreclosure; and foreclosure loans may cure or move to REO. 19.3%
of the assets are in default of which 2.8% (of the total assets)
are in default due to non-occupancy and 16.5% (of the total assets)
are in default due to delinquent taxes and insurance. 19.6% of the
assets are due and payable, 4.0% are in bankruptcy status and 43.1%
are in foreclosure. Finally, 13.9% of the assets are REO properties
and were acquired through foreclosure or deed-in-lieu of
foreclosure on the associated loan. This transaction has a
relatively high percentage of REO properties when compared to RBIT
2018-1. All else equal, a higher percentage of REO properties
suggests that a larger percentage of assets will be liquidated
shortly after closing and therefore the weighted average life may
be shorter.

The initial weighted average loan-to-value-plus-insurance ratio is
52.8%, which is lower than RBIT 2018-1. This implies that, all else
equal, more loans in this pool will have their insurance claims
capped by the MCA. Also, the weighted average LTV ratio is 120.1%
which is higher than in most other inactive HECM transactions
Moody's has rated. As such, borrowers in this pool tend to have
less equity in their homes compared to most prior transactions
which may lead to lower cure and repayment rates.

There are 28 loans in this transaction, 2.6% of the asset balance,
backed by properties in Puerto Rico. Puerto Rico HECMs pose
additional risk due to the poor state of the Puerto Rico economy,
declining population, and bureaucratic foreclosure process.
Furthermore, Puerto Rico is still struggling to recover from
Hurricane Maria. In August 2018, HUD extended the foreclosure
moratorium in areas affected by Hurricane Maria for an additional
month. The moratorium ended on September 15, 2018. Even though the
moratorium has now been lifted, there are likely to be additional
delays due to court related backlogs, additional foreclosure
procedures for impacted properties, and difficulties in tracking
down borrowers or their heirs.

Of note, RMF has received a civil investigative demand from the
U.S. Department of Justice relating to allegations that RMF
submitted noncompliant properties and property appraisals for
reverse mortgage insurance by the FHA. There are 21 mortgages
(which represents approximately 1.6% of total UPB of the pool)
originated by RMF (or one of its approved partners) in this pool
which are within the scope of the demand. Moody's has not made any
adjustments for these 21 mortgages because the allegations would
not affect the validity of the FHA insurance for the affected
mortgages. Per 12 U.S.C. § 1709(e), the statutory incontestability
clause prevents HUD from asserting origination errors against a
subsequent holder of the loan, except for such holder's own fraud
or misrepresentation. At the closing of the securitization, RMF
will transfer the mortgage to the acquisition trust and the
acquisition trustee on behalf of the acquisition trust would be the
subsequent holder of the loans. Any monetary damages associated
with the allegations would be paid by RMF (or its affiliates) and
would not be passed on to the noteholders. There is a strong
mechanism to ensure continuous advancing for the assets in the pool
along with a clear and efficient process for choosing a successor
servicer that protects the noteholders if this alleged violation
adversely affects RMF's ability to perform its obligations under
the sale and servicing agreement.

Servicing

RMF will be the named servicer for the portfolio under the sale and
servicing agreement. RMF has the necessary processes, staff,
technology and overall infrastructure in place to effectively
oversee the servicing of this transaction. RMF will use Compu-Link
Corporation, d/b/a Celink ("Celink") as subservicer to service the
mortgage assets. Based on an operational review of RMF, it has
adequate sub-servicing monitoring processes, a seasoned servicing
oversight team and direct system access to the sub-servicers' core
systems. In addition, a third party will review RMF's monthly
servicing reports on a quarterly basis to ensure data accuracy
throughout the life of the transaction.

Unlike other inactive HECM transactions Moody's has rated, in RBIT
2019-1 a firm of independent accountants or a due-diligence review
firm (the verification agent) will perform quarterly procedures
with respect to the monthly servicing reports delivered by the
servicer to the trustee. These procedures will include comparison
of the underlying records relating to the subservicer's servicing
of the loans and determination of the mathematical accuracy of
calculations of loan balances stated in the monthly servicing
reports delivered to the trustee. Any material exceptions
identified as a result of the procedures will be described in the
verification agent's report. To the extent the verification agent
identifies errors in the monthly servicing reports, the servicer
will be obligated to correct them.

Transaction Structure

The securitization has a sequential liability structure amongst six
classes of notes with structural subordination. All funds
collected, prior to an acceleration event, are used to make
interest payments to the notes, then principal payments to the
Class A notes, then to a redemption account until the amount on
deposit in the redemption account is sufficient to cover future
principal and interest payments for the subordinate notes up to
their expected final payment dates. The subordinate notes will not
receive principal until the beginning of their respective target
amortization periods (in the absence of an acceleration event). The
notes benefit from structural subordination as credit enhancement,
and an interest reserve account funded with cash received from the
initial purchasers of the notes for liquidity and credit
enhancement.

The transaction is callable on or after six months with a 1.0%
premium and on or after 12 months without a premium. The mandatory
call date for the Class A notes is in August 2021. For the Class M1
notes, the expected final payment date is in December 2021. For the
Class M2 notes, the expected final payment date is in February
2022. For the Class M3 notes, the expected final payment date is in
April 2022. For the Class M4 notes, the expected final payment date
is in July 2022. Finally, for the Class M5 notes, the expected
final payment date is in October 2022. For each of the subordinate
notes, there are target amortization periods that conclude on the
respective expected final payment dates. The legal final maturity
of the transaction is 10 years.

Available funds to the transaction are expected to primarily come
from the liquidation of REO properties and receipt of FHA insurance
claims. These funds will be received with irregular timing. In the
event that there are insufficient funds to pay interest in a given
period, the interest reserve account may be utilized. Additionally,
any shortfall in interest will be classified as an available funds
cap shortfall. These available funds cap carryover amounts will
have priority of payments in the waterfall and will also accrue
interest at the respective note rate.

Certain aspects of the waterfall are dependent upon RMF remaining
as servicer. Servicing fees and servicer related reimbursements are
subordinated to interest and principal payments while RMF is
servicer. However, servicing advances will instead have priority
over interest and principal payments in the event that RMF defaults
and a new servicer is appointed.

The transaction provides a strong mechanism to ensure continuous
advancing for the assets in the pool. Specifically, if the servicer
fails to advance and such failure is not remedied for a period of
15 days, the sub-servicer can fund their advances from collections
and from an interim advancing reserve account. Given the
significant amount of advancing required to service inactive HECMs
with tax delinquencies, this provision helps to minimize
operational disruption in the event RMF encounters financial
difficulties.

In addition, the transaction establishes a clear and efficient
process for choosing a successor servicer following the removal of
the servicer. Specifically, the servicer will provide a list of
eligible successor servicers to the indenture trustee on a
semiannual basis and if the controlling noteholders have directed
the indenture trustee to terminate the servicer, a successor
servicer will be selected based on a voting process that does not
require a supermajority of the senior noteholders to actively
consent.

Third-Party Review

A third party firm conducted a review of certain characteristics of
the mortgage assets on behalf of RMF. The review focused on data
integrity, FHA insurance coverage verification, accuracy of
appraisal recording, accuracy of occupancy status recording,
borrower age documentation, identification of excessive corporate
advances, documentation of servicer advances, and identification of
tax liens with first priority in Texas. Also, broker price opinions
(BPOs) were ordered for 177 properties in the pool.

The third party review (TPR) firm conducted an extensive data
integrity review. Certain data tape fields, such as the mortgage
insurance premium (MIP) rate, the current UPB, current interest
rate, and marketable title date were reviewed against RMF's
servicing system. However, a significant number of data tape fields
were reviewed against imaged copies of original documents of
record, screen shots of HUD's HERMIT system, or HUD documents. Some
key fields reviewed in this manner included the original note rate,
the debenture rate, foreclosure first legal date, and the called
due date.

Certain of the TPR results were in line with recent inactive HECM
transactions that Moody's has rated including the results related
to the accuracy of reported valuations, the presence of FHA
insurance, the existence of property preservation expenses in
excess of FHA reimbursement thresholds, and the accuracy of
reported disbursements. However, other TPR results were weak
compared to previous inactive HECM transactions such as the high
rate of exceptions related to the tax and insurance disbursement,
and borrower age documentation. RBIT 2019-1's TPR results showed a
10.7% initial-tape exception rate related to the tax and insurance
disbursement and a 12.5% initial-tape exception rate related to
borrower age documentation. In its analysis, Moody's applied
adjustments to account for the TPR results in certain areas.

Reps & Warranties (R&W)

RMF is the loan-level R&W provider and is not rated. This
relatively weak financial profile is mitigated by the fact that RMF
will subordinate its servicing advances, servicing fees, and MIP
payments in the transaction and thus has significant alignment of
interests. Another factor mitigating the risks associated with a
financially weak R&W provider is that a third-party due diligence
firm conducted a review on the loans for evidence of FHA
insurance.

RMF represents that the mortgage loans are covered by FHA insurance
that is in full force and effect. RMF provides further R&Ws
including those for title, first lien position, enforceability of
the lien, and the condition of the property. Although RMF provides
a no fraud R&W covering the origination of the mortgage loans,
determination of value of the mortgaged properties, and the sale
and servicing of the mortgage loans, the no fraud R&W is made only
as to the initial mortgage loans. Aside from the no fraud R&W, RMF
does not provide any other R&W in connection with the origination
of the mortgage loans, including whether the mortgage loans were
originated in compliance with applicable federal, state and local
laws. Although certain representations are knowledge qualified, the
transaction documents contain language specifying that if a
representation would have been breached if not for the knowledge
qualifier then RMF will repurchase the relevant asset as if the
representation had been breached.

Upon the identification of an R&W breach, RMF has to cure the
breach. If RMF is unable to cure the breach, RMF must repurchase
the loan within 90 days from receiving the notification. Moody's
believes the absence of an independent third party reviewer who can
identify any breaches to the R&W makes the enforcement mechanism
weak in this transaction. Also, RMF, in its good faith, is
responsible for determining if a R&W breach materially and
adversely affects the interests of the trust or the value the
collateral. This creates the potential for a conflict of interest.

When analyzing the transaction, Moody's reviewed the transaction's
exposure to large potential indemnification payments owed to
transaction parties due to potential lawsuits. In particular,
Moody's assessed the risk that the acquisition trustee would be
subject to lawsuits from investors for a failure to adequately
enforce the R&Ws against the seller. Moody's believes that RBIT
2019-1 is adequately protected against such risk in part because a
third-party data integrity review was conducted on a significant
random sample of the loans. In addition, the third-party due
diligence firm verified that all of the loans in the pool are
covered by FHA insurance.

Trustee & Master Servicer

The acquisition and owner trustee for the RBIT 2019-1 transaction
is Wilmington Savings Fund Society, FSB. The paying agent and cash
management functions will be performed by U.S. Bank National
Association. U.S. Bank National Association will also serve as the
claims payment agent and as such will be the HUD mortgagee of
record for the mortgage assets in the pool.

Methodology

The methodologies used in these ratings were "Moody's Approach to
Rating Securitizations Backed by Non-Performing and Re-Performing
Loans" published in February 2019 and "Moody's Global Approach to
Rating Reverse Mortgage Securitizations" published in May 2019.

Its quantitative asset analysis is based on a loan-by-loan modeling
of expected payout amounts given the structure of FHA insurance and
with various stresses applied to model parameters depending on the
target rating level.

FHA insurance claim types: funds come into the transaction
primarily through the sale of REO properties and through FHA
insurance claim receipts. There are uncertainties related to the
extent and timing of insurance proceeds received by the trust due
to the mechanics of the FHA insurance. HECM mortgagees may suffer
losses if a property is sold for less than its appraised value.

The amount of insurance proceeds received from the FHA depends on
whether a sales based claim (SBC) or appraisal based claim (ABC) is
filed. SBCs are filed in cases where the property is successfully
sold within the first six months after the servicer has acquired
marketable title to the property. ABCs are filed six months after
the servicer has obtained marketable title if the property has not
yet been sold. For an SBC, HUD insurance will cover the difference
between (i) the loan balance and (ii) the higher of the sales price
and 95.0% of the latest appraisal, with the transaction on the hook
for losses if the sales price is lower than 95.0% of the latest
appraisal. For an ABC, HUD only covers the difference between the
loan amount and 100% of appraised value, so failure to sell the
property at the appraised value results in loss.

Moody's expects ABCs to have higher levels of losses than SBCs. The
fact that there is a delay in the sale of the property usually
implies some adverse characteristics associated with the property.
FHA insurance will not protect against losses to the extent that an
ABC property is sold at a price lower than the appraisal value
taken at the six month mark of REO. Additionally, ABCs do not cover
the cost to sell properties (broker fees) while SBCs do cover these
costs. For SBCs, broker fees are reimbursable up to 6.0%
ordinarily. Its base case expectation is that properties will be
sold for 13.5% less than their appraisal value for ABCs. To make
this assumption, Moody's considered industry data and the
historical experience of RMF. Moody's stressed this percentage at
higher credit rating levels. At a Aaa rating level, Moody's assumed
that ABC appraisal haircuts could reach up to 30.0%.

In its asset analysis, Moody's also assumed there would be some
losses for SBCs, albeit lower amounts than for ABCs. Based on
historical performance, in the base case scenario Moody's assumed
that SBCs would suffer 1.0% losses due to a failure to sell the
property for an amount equal to or greater than 95.0% of the most
recent appraisal. Moody's stressed this percentage at higher credit
rating levels. At a Aaa rating level, Moody's assumed that SBC
appraisal haircuts could reach up to 11.0% (i.e., 6.0% below
95.0%).

Under its analytical approach, each loan is modeled to go through
both the ABC and SBC process with a certain probability. Each loan
will thus have both of the sales disposition payments and
associated insurance payments (four payments in total). All
payments are then probability weighted and run through a modeled
liability structure. For the base case scenario Moody's assumed
that 85% of claims would be SBCs and the rest would be ABCs.
Moody's stressed this assumption and assumed higher ABC percentages
for higher rating levels. At a Aaa rating level, Moody's assumed
that 85% of insurance claims would be submitted as ABCs.

Liquidation process: each mortgage asset is categorized into one of
four categories: default, due and payable, foreclosure and REO. In
its analysis, Moody's assumes loans that are in referred status to
be either in foreclosure or REO category. The loans are assumed to
move through each of these stages until being sold out of REO.
Moody's assumed that loans would be in default status for six
months. Due and payable status is expected to last six to 12 months
depending on the default reason. Foreclosure status is based on the
state in which that the related property is located and is further
stressed at higher rating levels. The base case foreclosure
timeline is based on FHA timeline guidance. REO disposition is
assumed to take place in six months with respect to SBCs and 12
months with respect to ABCs.

Debenture interest: the receipt of debenture interest is dependent
upon performance of certain actions within certain timelines by the
servicer. If these timeline and performance benchmarks are not met
by the servicer, debenture interest is subject to curtailment. Its
base case assumption is that 90.0% of debenture interest will be
received by the trust. Moody's stressed the amount of debenture
interest that will be received at higher rating levels. Its
debenture interest assumptions reflect the requirement that RMF
(not rated) reimburse the trust for debenture interest curtailments
due to servicing errors or failures to comply with HUD guidelines.

Additional model features: Moody's incorporated certain additional
considerations into its analysis, including the following:

  -- In most cases, the most recent appraisal value was used as the
property value in its analysis. However, for seasoned appraisals
Moody's applied a 15.0% haircut to account for potential home price
depreciation between the time of the appraisal and the cut-off
date.

  -- Mortgage loans with borrowers that have significant equity in
their homes are likely to be paid off by the borrowers or their
heirs rather than complete the foreclosure process. Moody's
estimated which loans would be bought out of the trust by comparing
each loans' appraisal value (post haircut) to its UPB.

  -- Moody's assumed that foreclosure costs will average $4,500 per
loan, two thirds of which will be reimbursed by the FHA. Moody's
then applied a negative adjustment to this amount based on the TPR
results.

  -- Moody's estimated monthly tax and insurance advances based on
cumulative tax and insurance advances to date.

Moody's ran additional stress scenarios that were designed to mimic
expected cash flows in the case where RMF is no longer the
servicer. Moody's assumes the following in the situation where RMF
is no longer the servicer:

  -- Servicing advances and servicing fees: While RMF subordinates
their recoupment of servicing advances, servicing fees, and MIP
payments, a replacement servicer will not subordinate these
amounts.

  -- RMF indemnifies the trust for lost debenture interest due to
servicing errors or failure to comply with HUD guidelines. In the
event of a bankruptcy, RMF will not have the financial capacity to
do so.

  -- A replacement servicer may require an additional fee and thus
Moody's assumes a 25 bps strip will take effect if the servicer is
replaced.

  -- One third of foreclosure costs will be removed from sales
proceeds to reimburse a replacement servicer (one third of
foreclosure costs are not reimbursable under FHA insurance). This
is typically on the order of $1,500 per loan.

Furthermore, to account for risks posed by Puerto Rican loans,
Moody's considered the following for loans backed by properties
located in Puerto Rico:

  -- To account for delays in the foreclosure process in Puerto
Rico due to the hurricanes, Moody's assumed extended foreclosure
timelines across rating levels and assumed five years as its Aaa
foreclosure timeline.

  -- Moody's assumed that all insurance claims will be submitted as
ABCs. In addition, Moody's assumed that properties will sell for
significantly lower than their appraised values.

Moody's also applied a small adjustment in its analysis to account
for the risks associated with certain damaged properties that are
located in areas impacted by Hurricane Florence or Hurricane
Michael.

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 stress could
drive the ratings up. Transaction performance depends greatly on
the US macro economy and housing market. Property markets could
improve from its original expectations resulting in appreciation in
the value of the mortgaged property and faster property sales.

Down

Levels of credit protection that are insufficient to protect
investors against current expectations of stresses could drive the
ratings down. Transaction performance depends greatly on the US
macro economy and housing market. Property markets could
deteriorate from its original expectations resulting in
depreciation in the value of the mortgaged property and slower
property sales.


SILVER AIRCRAFT: Fitch to Rate $32MM Class C Notes 'BB'
-------------------------------------------------------
Fitch Ratings expects to assign the following ratings and Outlooks
to the notes concurrently co-issued by Silver Aircraft Lease
Investment Limited and Silver Aircraft Leasing LLC (together,
Silver):

  -- $443,000,000 class A asset-backed notes 'Asf'; Outlook
Stable;

  -- $73,000,000 class B asset-backed notes 'BBBsf'; Outlook
Stable;

  -- $32,000,000 class C asset-backed notes 'BBsf'; Outlook
Stable.

Silver expects to use the proceeds to acquire a portfolio of 17
young to mid-life commercial aircraft from BOC Aviation Limited.
The notes issued from Silver will be secured by lease payments and
disposition proceeds on the pool, serviced by BOC Aviation
(Ireland) Limited (together with BOC Aviation Limited, BOCA).

Silver is being used as a means to sell the portfolio of aircraft
to third parties. This is the second aircraft ABS transaction
sponsored and serviced by BOCA rated by Fitch. The first
transaction, Shenton Aircraft Investment Limited (SAIL), closed in
2015. BOCA, a 70% owned subsidiary of Bank of China, is rated
'A-'/Outlook Stable by Fitch.

KEY RATING DRIVERS

Strong Collateral Quality - Mostly Liquid Narrowbody Aircraft: The
pool has a weighted average (WA) age of six years and is largely
comprised of liquid, young A320 and B737-family aircraft at 68%. A
B787-8 and a B777-300ER, widebody aircraft prone to higher
transition costs, are the two largest single aircraft and together
comprise 32% of the pool. No leases terminate until 2021, and 37%
of the pool comes off lease in 2027-2028.

Asset Value and Lease Rate Volatility: Fitch derives assumed
initial aircraft values from various appraisal sources and employs
future aircraft value and disposition stresses in its analysis.
These take into account aircraft age and marketability to simulate
the decline in values and lease rates expected to occur over the
course of multiple aviation market downturns.

Operational and Servicing Risk - Strong Servicer: The transaction
will be heavily reliant on BOCA to remarket and repossess aircraft,
adequately manage and monitor their technical upkeep, and legally
protect trust assets in multiple foreign jurisdictions. Fitch
considers BOCA a strong servicer of aircraft, evidenced by
performance of their managed portfolio and prior ABS transaction
SAIL, which has performed within expectations.

Lessee Credit Risk - Weak Credits: The pool includes 14 lessees,
with three airlines rated by Fitch: Southwest (A-/Stable), Aeroflot
(BB-/Stable), and Alaska Airlines (BBB-/Stable). The majority of
airlines are either unrated or speculative-grade credits, typical
of aircraft ABS. Fitch assumed a 'B' or 'CCC' Issuer Default Rating
(IDR) for unrated lessees, based on Fitch's assessment, and
stressed IDRs downward in recessions, consistent with prior
analyses. Of note, Kenya Airways is assumed to carry a 'CCC' IDR.
The airline represents 16.9% of the initial pool by value and 28.8%
by initial contracted cash flow on account of them leasing the lone
787-8, which has a long remaining lease term.

Transaction Structure - The structure is consistent with other
recently issued aircraft ABS. The senior notes amortize over a
13-year schedule, while loan-to-value ratios are 67.8%, 78.9% and
83.8% for the class A, B and C notes, respectively (utilizing the
average of maintenance-adjusted base values ). All series pay in
full prior to their legal final maturity date when applying
stressed cash flows commensurate with the expected ratings.

Aviation Market Cyclicality: The commercial aviation industry has
exhibited significant cyclicality tied to the health of the overall
global economy. This cyclicality can produce increased lessee
defaults, lower demand for off-lease aircraft and deterioration in
lease rates and asset values. Fitch stresses asset values,
utilization levels, lease rates and default probability during
assumed market down cycles to account for this risk.

Rating Cap of 'Asf': Fitch limits aircraft operating lease ratings
to a maximum cap of 'Asf' due to the factors discussed above and
the potential volatility they produce.

RATING SENSITIVITIES

The performance of aircraft operating lease securitizations can be
affected by various factors, which, in turn, could have an impact
on the assigned ratings. Fitch conducted multiple rating
sensitivity analyses to evaluate the impact of changes to a number
of the variables in the analysis. As previously stated, these
sensitivity scenarios were also considered in determining Fitch's
expected ratings.

One 787 on lease to Kenya Airways represents the largest aircraft
concentration in the pool by value at 16.9%. In terms of contracted
cash flow, the concentration is even higher at 28.8%. Given their
inconsistent operating results in recent years and that the lease
has previously been restructured, Fitch assumed them to be a 'CCC'
credit in primary scenarios. Considering the very high
concentration of contracted cash flow from this one asset, Fitch
ran a sensitivity scenario to assess what the impact on the
transaction would be following a Kenya Airways default. Under this
scenario, the airline was assumed to default immediately, and an
additional six months of repossession downtime was added.

Cash flow generated under this scenario decreased from Fitch's
primary runs due to the drop in monthly cash flows from future
lease payments. Net cash flows under the four rating scenarios drop
by approximately 2%-3%, which amounts to approximately $19.5
million at 'Asf'. Utilization also falls initially, reaching a low
point of approximately 65%-70% in six months across the rating
scenarios. However, such a stress has a limited impact on the
classes as each is still able to pass scenarios commensurate with
their expected ratings. Given its subordinated position, class C is
affected the most as it receives essentially no principal payments
under the 'Asf' scenario.

Airlines across the globe are generally viewed as speculative
grade. While Fitch gives credit to available ratings of the initial
lessees in the pool, assumptions must be made for the unrated
lessees in the pool, as well as all future unknown lessees. While
Fitch typically utilizes a 'B' assumption for most unrated lessees
with some assumed to be 'CCC', Fitch evaluated a scenario in which
all unrated airlines are assumed to carry a 'CCC' rating. This
scenario mimics a prolonged recessionary environment in which
airlines are susceptible to an increased likelihood of default.
This would subject the aircraft pool to increased downtime and
expenses, as repossession and remarketing events would increase.

Under this scenario, total lifetime net cash flow declines
approximately 7%-10% across rating scenarios from Fitch's primary
scenarios, driven by both a decrease in gross lease collections and
an increase in repossession and remarketing expenses. This scenario
is particularly stressful for the Silver pool given it's young WA
age, which results in more opportunities for airlines to default.

As a result of this stress, the class A notes fail the 'Asf'
scenario by a small margin but pass 'BBBsf'. Class B notes are able
to pass the 'BBBsf' scenario, while the class C notes fail the
'BBBsf' scenario but pass at 'BBsf' scenario. Such a scenario could
result in the downgrade of the class A notes by one to two notches
but would likely not result in any negative rating actions for the
subordinate notes.

Aside from the 787, all aircraft in the pool face replacement
programs over the next decade, particularly the A320ceo and B737 NG
aircraft in the form of A320neo and B737 MAX aircraft. Deliveries
of these models have begun and will be increasing in the coming
years. Fitch believes current generation aircraft are well
insulated due to large operator bases and the long lead time for
full replacement, particularly when considering conservative
retirement ages and aggressive production schedules for Airbus and
Boeing new technology.

Nevertheless, Fitch believes a sensitivity scenario is warranted to
address these risks. Therefore, Fitch utilized a scenario in which
demand, and thus values, of existing aircraft would fall
significantly due to the replacement technology. The first
recession was assumed to occur two years following close, and all
recessionary value decline stresses were increased 10% at each
rating category. Fitch additionally utilized a 25% residual
assumption rather than the base level of 50% to stress end-of-life
proceeds for each asset in the pool. Lease rates drop fairly
significantly under this scenario, and aircraft are essentially
sold for scrap at the end of their useful lives.

This scenario is the most stressful of the three sets of
sensitivities. Across the rating scenarios, total net cash flow
declines approximately $55 million-$82 million, while sales
proceeds decline approximately $44 million-$58 million from already
conservative levels. Under such a stress, the class A notes fail to
pay in full under the 'Asf' scenario, but are able the pass the
'BBBsf' scenario. The class B notes fail at 'BBBsf' but are able to
pass the 'BBsf' scenario, while the class C notes are still able to
pass the 'BBsf' scenario. As a result, such a scenario could result
in the downgrade of the class A and B notes by up to one rating
category.


TICP CLO 2016-2: Moody's Assigns Ba3(sf) Rating on $20MM E-R Notes
------------------------------------------------------------------
Moody's Investors Service assigned ratings to five classes of CLO
refinancing notes issued by TICP CLO VI 2016-2, Ltd.

Moody's rating action is as follows:

US$248,000,000 Class A-R Senior Secured Floating Rate Notes Due
2029 (the "Class A-R Notes"), Assigned Aaa (sf)

US$52,000,000 Class B-R Senior Secured Floating Rate Notes Due 2029
(the "Class B-R Notes"), Assigned Aa1 (sf)

US$26,000,000 Class C-R Mezzanine Secured Deferrable Floating Rate
Notes Due 2029 (the "Class C-R Notes"), Assigned A2 (sf)

US$22,000,000 Class D-R Mezzanine Secured Deferrable Floating Rate
Notes Due 2029 (the "Class D-R Notes"), Assigned Baa3 (sf)

US$20,000,000 Class E-R Junior Secured Deferrable Floating Rate
Notes Due 2029 (the "Class E-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
92.5% of the portfolio must consist of first lien senior secured
loans, cash, and eligible investments, and up to 7.5% of the
portfolio may consist of second liens loans and unsecured loans.

TICP CLO VI 2016-2 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 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 June 20, 2019 in
connection with the refinancing of all classes of secured notes
originally issued on December 2, 2016. On the Refinancing Date, the
Issuer used the proceeds from the issuance of the Refinancing Notes
and one other class of secured 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.

In addition to the issuance of the Refinancing Notes and one other
class of secured notes, a variety of other changes to transaction
features will occur in connection with the refinancing. These
include: extension of the non-call period and changes to certain
collateral quality tests.

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. In addition,
Moody's took into account differences between the trustee's
reported diversity score, and Moody's own diversity score
calculations. For modeling purposes, Moody's used the following
base-case assumptions

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

Diversity Score: 64

Weighted Average Rating Factor (WARF): 2890 (corresponding to a
weighted average default probability of 24.10%)

Weighted Average Spread (WAS): 3.25%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 47.5%

Weighted Average Life (WAL): 6 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.


VENTURE 37: Moody's Rates $26.5MM Class E Notes 'Ba3'
-----------------------------------------------------
Moody's Investors Service assigned ratings to eight classes of
notes issued by Venture 37 CLO, Limited.

Moody's rating action is as follows:

US$280,000,000 Class A-1N Senior Secured Floating Rate Notes due
2032 (the "Class A-1N Notes"), Definitive Rating Assigned Aaa (sf)

US$30,000,000 Class A-1F Senior Secured Fixed Rate Notes due 2032
(the "Class A-1F Notes"), Definitive Rating Assigned Aaa (sf)

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

US$37,000,000 Class B-N Senior Secured Floating Rate Notes due 2032
(the "Class B-N Notes"), Definitive Rating Assigned Aa2 (sf)

US$13,000,000 Class B-F Senior Secured Fixed Rate Notes due 2032
(the "Class B-F Notes"), Definitive Rating Assigned Aa2 (sf)

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

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

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

The Class A-1N Notes, the Class A-1F Notes, the Class A-2 Notes,
the Class B-N Notes, the Class B-F 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.

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% 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 fully 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 proceeds from
unscheduled principal payments and from sales of credit risk
assets.

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

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

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

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

Par amount: $500,000,000

Diversity Score: 75

Weighted Average Rating Factor (WARF): 2938

Weighted Average Spread (WAS): 3.75%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 47.5%

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.


WACHOVIA ASSET 2007-HE1: Moody's Hikes Class A Debt to B1
---------------------------------------------------------
Moody's Investors Service upgraded the rating of two tranches from
two transactions issued by Wachovia Asset Securitization. The
collateral backing these deals primarily consist of adjustable
rate, first lien and second lien home equity line of credit
mortgage.

The complete rating actions are as follows:

Issuer: Wachovia Asset Securitization Issuance II, LLC 2007-HE1
Trust

Cl. A, Upgraded to B1 (sf); previously on Jul 1, 2010 Downgraded to
Caa1 (sf)

Issuer: Wachovia Asset Securitization Issuance II, LLC 2007-HE2
Trust

Cl. A, Upgraded to B1 (sf); previously on Jul 1, 2010 Downgraded to
B3 (sf)

RATINGS RATIONALE

The rating actions reflect the recent performance of the underlying
pools and Moody's updated loss expectations on the pools. The
rating upgrade is a result of an increase in credit enhancement
available to the bonds.

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

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment rate
The unemployment rate fell to 3.6% in May 2019 from 3.8% in May
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.


WELLS FARGO 2010-C1: Fitch Lowers Rating on Class E Certs to BBsf
-----------------------------------------------------------------
Fitch Ratings has downgraded two and affirmed six classes of Wells
Fargo Bank N.A.'s commercial mortgage pass-through certificates
series 2010-C1.

Wells Fargo Commercial Mortgage Trust 2010-C1

Debt                    Current Rating    Prior Rating
Class A-1 94987MAA9; LT AAAsf  Affirmed;  previously at AAAsf
Class A-2 94987MAB7; LT AAAsf  Affirmed;  previously at AAAsf
Class B 94987MAE1;   LT AAsf   Affirmed;  previously at AAsf
Class C 94987MAF8;   LT Asf    Affirmed;  previously at Asf
Class D 94987MAG6;   LT BBBsf  Affirmed;  previously at BBBsf
Class E 94987MAH4;   LT BBsf   Downgrade; previously at BBB-sf
Class F 94987MAJ0;   LT CCCsf  Downgrade; previously at Bsf
Class X-A 94987MAC5; LT AAAsf  Affirmed;  previously at AAAsf

KEY RATING DRIVERS

Increased Loss Expectations: Fitch's base case loss increased since
the last rating action primarily due to increased loss expectations
for the Salmon Run Mall and the increased likelihood the loan will
have difficulty refinancing. As a result, classes E and F were
downgraded. Four loans (15.2%), including the second and fifth
largest loans, are on the watchlist due to declining performance
and concerns with the largest tenants; two (9.1%) were flagged as
Fitch Loans of Concern (FLOCs). While not on the servicer's
watchlist, Polaris Towne Center (6.9%) was flagged as a FLOC due to
upcoming rollover risk. There are no delinquent loans.

Salmon Run Mall (7.6%), the largest FLOC, is secured by a
671,611-sf regional mall located in Watertown, NY, approximately 70
miles north of Syracuse, NY. Occupancy declined to 83% at YE 2017
from 91% at YE 2016. Occupancy remained in the low 80% range in
2018 and subsequently declined to 70% per the March 2019 rent roll
following the loss of two large tenants: Sears (12.7% NRA) and
Bon-Ton (7.5%). No tenant sales reports have been received since
issuance. Fitch modeled a conservative loss estimate as the loan
will likely have difficulty refinancing.

Polaris Towne Center (6.9%), the second largest FLOC, is secured by
a 443,264-sf, grocery-anchored retail property located in Columbus,
OH. While performance has been stable with occupancy in the high
90% range since issuance, the second and third largest tenants'
leases expire in January 2020: Jo-Ann (10.2% NRA) and Best Buy
(10%).

Tradewinds Shopping Center (1.5%), the third largest FLOC, is
secured by 207,365-sf retail property located in Key Largo, FL. The
property was 95% occupied as of YE 2018. Kmart, the largest tenant,
representing 52% NRA, has a lease expiration of Oct. 24, 2019.

Increased Credit Enhancement (CE) Since Issuance: As of the June
2019 distribution date, the pool's aggregate balance has been
reduced by 20.5% to $584.8 million from $735.9 million at issuance.
Only one loan (4.3%) is full-term interest-only. Twelve loans,
47.7% of the pool, are defeased.

Alternative Loss Considerations: Due to tertiary market location,
loss of large tenant, lack of updated sales or upcoming tenant
rollover concerns, Fitch performed an additional sensitivity
scenario in addition to a base case loss that considered a
potential outsized loss of 50% on the balloon balance of the Salmon
Run Mall (7.6%) and 15% loss severity on the balloon balance of the
Polaris Towne Center (6.9%). The Negative Rating Outlooks on
classes D and E reflect this analysis.

Concentration: 29.2% of the pool is collateralized by retail
properties. All loans mature in 2020.

RATING SENSITIVITIES

The Negative Rating Outlooks on classes D and E reflect potential
additional rating downgrades due to two large FLOCs: Salmon Run
Mall (7.6%) and Polaris Towne Center (6.9%). Fitch's analysis
included a sensitivity scenario that assumed a 50% loss on Salmon
Run Mall and a 15% loss on Polaris Towne Center given concerns with
leasing and the loans' upcoming maturities in 2020. Rating
downgrades are possible if the performance of the FLOCs declines
and/or they fail to refinance. The Rating Outlooks on classes A-1
through C remain Stable due to increasing CE and expected continued
paydown. Future rating upgrades may occur with improved pool
performance and additional defeasance or paydown.


                            *********

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