/raid1/www/Hosts/bankrupt/TCR_Public/190929.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, September 29, 2019, Vol. 23, No. 271

                            Headlines

ACC TRUST 2018-1: Moody's Hikes Class C Notes Rating to Ba2
BANK 2017-BNK8: Fitch Affirms B-sf Rating on Class F Certs
BANK 2019-BNK21: Fitch Assigns B-sf Ratings on 2 Tranches
CITIGROUP COMMERCIAL 2016-P5: Fitch Affirms BB- Rating on E Certs
CSAIL 2019-C17: Fitch Assigns B-sf Rating on $9MM Class G-RR Certs

GS MORTGAGE 2016-GS4: Fitch Affirms B-sf Rating on Cl. F Certs
HANNAH SOLAR: Seeks More Time to File Reorganization Plan
JP MORGAN 2007-LDP12: Fitch Affirms D Ratings on 15 Tranches
SEQUOIA MORTGAGE 2019-CH3: Moody's Rates Class B-4 Debt 'B2'
STACR TRUST 2019-HQA3: Fitch Assigns B+sf Rating on 16 Tranches

TOWD POINT 2019-MH1: Fitch to Rate 5 Tranches 'Bsf'
WELLS FARGO 2019-3: Moody's Assigns Ba2 Rating on Cl. B-4 Debt

                            *********

ACC TRUST 2018-1: Moody's Hikes Class C Notes Rating to Ba2
-----------------------------------------------------------
Moody's Investors Service upgraded three classes of notes issued by
ACC Trust 2018-1. The transaction is sponsored by RAC King, LLC
(not rated), the parent company of American Car Center. The notes
are backed by a pool of closed-end retail automobile leases to
non-prime borrowers originated by RAC King, LLC. RAC Servicer, LLC
is the servicer and the administrator of the transaction.

The complete rating actions are as follows:

Issuer: ACC Trust 2018-1

  Class A Notes, Upgraded to Baa1 (sf); previously on
  May 9, 2018 Definitive Rating Assigned Baa2 (sf)

  Class B Notes, Upgraded to Baa2 (sf); previously on
  May 9, 2018 Definitive Rating Assigned Ba1 (sf)

  Class C Notes, Upgraded to Ba2 (sf); previously on
  May 9, 2018 Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

The upgrades are driven by a build-up of credit enhancement due to
the sequential pay structure of the notes in addition to
overcollateralization and a non-declining reserve account. The
ratings are based on the quality of the underlying collateral and
its performance, the strength of the capital structure, and the
experience and expertise of RAC Servicer, LLC as the servicer and
administrator. The ratings also reflect ACC's relatively short
operating history, limited origination and servicing experience,
and high in-store payment rate.

Moody's lifetime cumulative net credit loss expectation remains
unchanged at 30% for the transaction.

Moody's also analyzed the residual risk of the pool based on the
exposure to residual value risk; the historical turn-in rate; and
the historical residual value performance. Auto lease ABS are
mainly exposed to residual value risk for vehicles that are turned
in at lease maturity, rather than being purchased by the lessee at
the contractual residual price, since these vehicles then have to
be remarketed. If a vehicle is not turned in (that is, it is
purchased by the lessee), then the securitization is not exposed to
the risk of loss as the lessee pays the contractual residual value
to the lessor, which passes it on to the trust.

PRINCIPAL METHODOLOGY

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

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

Up

Levels of credit protection that are greater than necessary to
protect investors against current expectations of loss could lead
to an upgrade of the ratings. Moody's current expectations of loss
may be better than its original expectations because of lower
frequency of default by the underlying obligors or appreciation in
the value of the vehicles leading to a residual value gain when the
vehicle is turned in at the end of a lease and remarketed. The US
job market and the market for used vehicle are primary drivers of
performance. Other reasons for better performance than Moody's
expected include changes in servicing practices to maximize
collections on the lease or refinancing opportunities that result
in a prepayment of the lease.

Down

Levels of credit protection that are insufficient to protect
investors against current expectations of loss could lead to a
downgrade of the ratings. Moody's current expectations of loss may
be worse than its original expectations because of higher frequency
of default by the underlying obligors of the loans or a
deterioration in the value of the vehicles leading to higher
residual value loss when the vehicle is turned in at the end of a
lease and remarketed. The US job market and the market for used
vehicle are primary drivers of performance. Other reasons for worse
performance than Moody's expected include poor servicing, error on
the part of transaction parties, lack of transactional governance
and fraud.


BANK 2017-BNK8: Fitch Affirms B-sf Rating on Class F Certs
----------------------------------------------------------
Fitch Ratings affirmed 15 classes of BANK 2017-BNK8 Commercial
Mortgage Pass-Through Certificates, Series 2017-BNK8.

BANK 2017-BNK8

                        Current Rating         Prior Rating
Class A-1 06650AAA5;  LT AAAsf   Affirmed;  previously at AAAsf
Class A-2 06650AAB3;  LT AAAsf   Affirmed;  previously at AAAsf
Class A-3 06650AAD9;  LT AAAsf   Affirmed;  previously at AAAsf
Class A-4 06650AAE7;  LT AAAsf   Affirmed;  previously at AAAsf
Class A-S 06650AAH0;  LT AAAsf   Affirmed;  previously at AAAsf
Class A-SB 06650AAC1; LT AAAsf   Affirmed;  previously at AAAsf
Class B 06650AAJ6;    LT AA-sf   Affirmed;  previously at AA-sf
Class C 06650AAK3;    LT A-sf    Affirmed;  previously at A-sf
Class D 06650AAU1;    LT BBB-sf  Affirmed;  previously at BBB-sf
Class E 06650AAW7;    LT BB-sf   Affirmed;  previously at BB-sf
Class F 06650AAY3;    LT B-sf    Affirmed;  previously at B-sf
Class X-A 06650AAF4;  LT AAAsf   Affirmed;  previously at AAAsf
Class X-B 06650AAG2;  LT AA-sf   Affirmed;  previously at AA-sf
Class X-D 06650AAL1;  LT BBB-sf  Affirmed;  previously at BBB-sf
Class X-E 06650AAN7;  LT BB-sf   Affirmed;  previously at BB-sf

KEY RATING DRIVERS

Stable Performance and Loss Expectations: Overall pool performance
and loss expectations remain stable since issuance. There have been
no realized losses to date and there are no specially serviced or
delinquent loans. Five loans, totaling 1.4% of the pool, are on the
servicer watch list, primarily due to minor servicer performance
triggers or the loss of a large tenant; one loan (0.5%) was flagged
as a Fitch Loan of Concern. Meridian Center is secured by a 51,978
sf office property located in Boca Raton, FL. Occupancy declined
from 90.74% at YE 2018 to 75.2% when the second largest tenant,
Aerospace Corporation (24.8% NRA; 26.8% base rent) vacated upon its
January 2019 lease expiration date. The space remains vacant and
re-leasing efforts remain ongoing.

Limited Change to Credit Enhancement: As of the Sept. 17, 2019
distribution date, the pool's aggregate balance has been reduced by
0.49% to $1.125 million, from $1.131 million at issuance. Nineteen
loans (65.9%) are full-term interest-only and 14 loans (19%) are
partial interest-only; one loan (0.5%) has exited its interest only
period. Based on the scheduled balance at maturity, the pool is
expected to pay down by 5.1%.

ADDITIONAL CONSIDERATIONS

Investment-Grade Credit Opinion Loans: At issuance, two loans were
given investment-grade credit opinions. Colorado Center (7.1% of
the pool) and 237 Park Avenue (6.2% of the pool) had
investment-grade credit opinions of 'A+sf' and 'BBB+sf',
respectively.

Pool Concentrations: The top 10 loans represent 69.7% of the pool
by balance. Loans backed by office properties represent 44.9% of
the pool, including six loans (41%) in the top 15. The transaction
contains eight loans (2.4% of the pool) secured by multifamily
cooperatives. Most of the co-ops are located within the greater New
York City metro area.

RATING SENSITIVITIES

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


BANK 2019-BNK21: Fitch Assigns B-sf Ratings on 2 Tranches
---------------------------------------------------------
Fitch Ratings issued a presale report on BANK 2019-BNK21 Commercial
Mortgage Pass-Through Certificates, Series 2019-BNK21.

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

  -- $20,194,000 class A-1 'AAAsf'; Outlook Stable;

  -- $9,516,000 class A-2 'AAAsf'; Outlook Stable;

  -- $31,582,000 class A-SB 'AAAsf'; Outlook Stable;

  -- $20,143,000 class A-3 'AAAsf'; Outlook Stable;

  -- $275,000,000a class A-4 'AAAsf'; Outlook Stable;

  -- $428,928,000a class A-5 'AAAsf'; Outlook Stable;

  -- $785,363,000b class X-A 'AAAsf'; Outlook Stable;

  -- $84,146,000 class A-S 'AAAsf'; Outlook Stable;

  -- $63,110,000b class B 'AA-sf'; Outlook Stable;

  -- $58,902,000 class C 'A-sf'; Outlook Stable;

  -- $206,158,000b class X-B 'A-sf'; Outlook Stable;

  -- $32,256,000c class D 'BBBsf'; Outlook Stable;

  -- $23,842,000c class E 'BBB-sf'; Outlook Stable;

  -- $56,098,000bc class X-D 'BBB-sf'; Outlook Stable;

  -- $23,841,000c class F 'BB-sf'; Outlook Stable;

  -- $23,841,000bc class X-F 'BB-sf'; Outlook Stable;

  -- $11,219,000c class G 'B-sf'; Outlook Stable;

  -- $11,219,000bc class X-G 'B-sf'; Outlook Stable.

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

  -- $39,269,110c class H;

  -- $39,269,110bc class X-H;

  -- $59,049,901d RR Interest.

(a)The initial certificate balances of classes A-4 and A-5 are
unknown and expected to be approximately $703,928,000 in aggregate,
subject to a 5% variance. The expected class A-4 balance range is
$200,000,000 to $350,000,000, and the expected class A-5 balance
range is $353,928,000 to $503,928,000. Fitch's certificate balances
for classes A-4 and A-5 are assumed at the midpoint of the range
for each class.

(b) Notional amount and interest-only.

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

(d) Represents the eligible vertical credit risk retention
interest.

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

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 49 loans secured by 87
commercial properties having an aggregate principal balance of
$1,180,998,012 as of the cut-off date. The loans were contributed
to the trust by Wells Fargo Bank, Morgan Stanley Mortgage Capital
Holdings LLC, and Bank of America.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 77.1% of the properties
by balance, cash flow analysis of 85.9%, and asset summary reviews
on 100% of the pool.

KEY RATING DRIVERS

Fitch Leverage: The pool's Fitch debt service coverage ratio of
1.30x is better than the 2018 and 2019 YTD averages of 1.22x and
1.23x, respectively, for other Fitch-rated multi-borrower
transactions. The pool's Fitch loan-to-value of 104.9% is slightly
above the 2018 and 2019 YTD averages of 102.0% and 101.4%,
respectively.

Concentrated Pool: The pool is more concentrated than recent
Fitch-rated multiborrower transactions. The largest 10 loans
comprise 60.3% of the pool, greater than the average top 10
concentrations for 2018 and 2019 YTD of 50.6% and 51.7%,
respectively. The concentration results in an LCI of 469, which is
higher than the respective 2018 and 2019 YTD averages of 373 and
387. For this transaction, the losses estimated by Fitch's
deterministic test at 'AAAsf' exceeded the base model loss
estimate.

Above-Average Property Quality: Eight of the largest 10 loans in
the pool (48.9%), including the three largest loans, received
property quality scores of 'B+' or higher. Only 5.9% of the
inspected pool received a property quality grade of 'B-' or below,
compared with averages of 10.2% and 9.4% for 2018 and 2019 YTD,
respectively.

Credit Opinion Loans: Two loans, representing 13.1% of the pool,
are credit assessed. This is lower than the 2018 and YTD 2019
averages of 13.6% and 14.5%, respectively. The two credit assessed
loans, Park Tower at Transbay (9.7% of the pool) and Grand Canal
Shoppes (3.4% of the pool), each received stand-alone credit
opinions of 'BBB-sf*'.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 11.8% below
the most recent year's NOI for properties for which a full-year NOI
was provided, excluding properties that were stabilizing during
this period. Unanticipated further declines in property-level NCF
could result in higher defaults and loss severities on defaulted
loans and in potential rating actions on the certificates.

Fitch evaluated the sensitivity of the ratings assigned to the BANK
2019-BNK21 certificates and found that the transaction displays
average sensitivities to further declines in NCF. In a scenario in
which NCF declined a further 20% from Fitch's NCF, a downgrade of
the junior 'AAAsf' certificates to 'A+sf' could result. In a more
severe scenario, in which NCF declined a further 30% from Fitch's
NCF, a downgrade of the junior 'AAAsf' certificates to 'BBB+sf'
could result.


CITIGROUP COMMERCIAL 2016-P5: Fitch Affirms BB- Rating on E Certs
-----------------------------------------------------------------
Fitch Ratings affirmed 13 classes of Citigroup Commercial Mortgage
Trust 2016-P5 commercial mortgage pass-through certificates.

CGCMT 2016-P5

                        Current Rating       Prior Rating
Class A-1 17325DAA1;  LT AAAsf  Affirmed;  previously at AAAsf
Class A-2 17325DAB9;  LT AAAsf  Affirmed;  previously at AAAsf
Class A-3 17325DAC7;  LT AAAsf  Affirmed;  previously at AAAsf
Class A-4 17325DAD5;  LT AAAsf  Affirmed;  previously at AAAsf
Class A-AB 17325DAE3; LT AAAsf  Affirmed;  previously at AAAsf
Class A-S 17325DAF0;  LT AAAsf  Affirmed;  previously at AAAsf
Class B 17325DAG8;    LT AA-sf  Affirmed;  previously at AA-sf
Class C 17325DAH6;    LT A-sf   Affirmed;  previously at A-sf
Class D 17325DAL7;    LT BBB-sf Affirmed;  previously at BBB-sf
Class E 17325DAN3;    LT BB-sf  Affirmed;  previously at BB-sf
Class X-A 17325DAJ2;  LT AAAsf  Affirmed;  previously at AAAsf
Class X-B 17325DAK9;  LT AA-sf  Affirmed;  previously at AA-sf
Class X-D 17325DAU7;  LT BBB-sf Affirmed;  previously at BBB-sf

KEY RATING DRIVERS

Limited Changes in Loss Expectations Since Issuance: Pool
performance has been stable since issuance. The pool has no
specially serviced loans. Although as of the September 2019
distribution date the pool has four loans (11.0%) on the servicers
watchlist for low DSCR and large tenant departures, only  one loan
(2.2%) is considered a of Fitch Loan of Concern (FLOC).  

Minimal Change to Enhancement:  As of the September 2019
distribution date, the pool's aggregate principal balance has been
reduced 2.1% to $898.1 million from $917.4 million at issuance with
49 loans remaining.  No loans have defeased, paid off or been
disposed. Full or partial interest-only loans comprise 60.3% of the
pool.  

Fitch Loan of Concern: The 17th largest loan in the pool,
Swedesford Office (2.2%), is secured by a 257,460 sf suburban
office property located in Wayne, PA. The property's occupancy
declined to 71% as of year-end 2018 from 81% in November 2018
following the former second largest tenant, Laser Spine Institute
(10% NRA) vacating ahead of its scheduled September 2028
expiration. The Laser Spine Institute space may be difficult to
backfill due to the surgical build-outs. The servicer-reported YE
2018 NOI DSCR declined to 1.09x from 1.19x at YE 2017, mainly
driven by bad debt expense related to Laser Spine Institute's
departure. Per the servicer, a new tenant took occupancy of 17,000
sf (6.6% of NRA) in January 2019, thus increasing occupancy to
77%.

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.

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

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

A description of the transaction's representations, warranties and
enforcement mechanisms (RW&Es) that are disclosed in the offering
document and which relate to the underlying asset pool was not
prepared for this transaction. Offering Documents for this market
sector typically do not include RW&Es that are available to
investors and that relate to the asset pool underlying the trust.
Therefore, Fitch credit reports for this market sector will not
typically include descriptions of RW&Es.


CSAIL 2019-C17: Fitch Assigns B-sf Rating on $9MM Class G-RR Certs
------------------------------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to CSAIL 2019-C17 Commercial Mortgage Trust pass-through
certificates series 2019-C17:

  -- $19,860,000 class A-1 'AAAsf'; Outlook Stable;

  -- $33,255,000 class A-2 'AAAsf'; Outlook Stable;

  -- $30,344,000 class A-3 'AAAsf'; Outlook Stable;

  -- $200,000,000 class A-4 'AAAsf'; Outlook Stable;

  -- $236,350,000 class A-5 'AAAsf'; Outlook Stable;

  -- $40,481,000 class A-SB 'AAAsf'; Outlook Stable;

  -- $607,315,000a class X-A 'AAAsf'; Outlook Stable;

  -- $75,039,000a class X-B 'A-sf'; Outlook Stable;

  -- $47,025,000 class A-S 'AAAsf'; Outlook Stable;

  -- $36,018,000 class B 'AA-sf'; Outlook Stable;

  -- $39,021,000 class C 'A-sf'; Outlook Stable;

  -- $31,456,000ab class X-D 'BBB-sf'; Outlook Stable;

  -- $31,456,000b class D 'BBB-sf'; Outlook Stable;

  -- $15,568,000bc class E-RR 'BBB-sf'; Outlook Stable;

  -- $22,012,000bc class F-RR 'BB-sf'; Outlook Stable;

  -- $9,004,000bc class G-RR 'B-sf'; Outlook Stable.

The following class is not rated by Fitch:

  -- $40,021,493bc class NR-RR.

(a) Notional amount and interest-only.

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

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

Since Fitch published its expected ratings on Sept. 11, 2019, the
following changes occurred: The balances for class A-4 and class
A-5 were finalized and the balances for classes X-D, class D and
class E-RR changed. At the time the expected ratings were assigned,
the exact initial certificate balances of class A-4 and class A-5
were unknown and expected to be within the range of $75,000,000 to
$200,000,000 and $236,350,000 to $361,350,000, respectively. The
final class balances for class A-4 and class A-5 are $200,000,000
and $236,350,000, respectively. Additionally, at the time that the
expected ratings were assigned, the class balance for class D was
$29,911,000, the class balance for class X-D was $29,911,000 and
the class balance for class E-RR was $17,113,000. The final class
balance for class D is $31,456,000, the final class balance for
class X-D is $31,456,000 and the final class balance for class E-RR
is $15,568,000. The ratings for those classes did not change. The
classes above reflect the final ratings and deal structure.

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 37 loans secured by 81
commercial properties having an aggregate principal balance of
$800,415,493 as of the cut-off date. The loans were contributed to
the trust by Grass River Real Estate Credit Partners Loan Funding,
LLC d/b/a 3650 REIT, Societe Generale Financial Corporation, Column
Financial, Inc. and UBS AG, New York Branch.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 69.3% of the properties
by balance, cash flow analysis of 88.8% and asset summary reviews
on 100.0% of the pool.

KEY RATING DRIVERS

Higher Leverage Relative to Recent Transactions: The pool has
above-average leverage relative to other recent Fitch-rated
multiborrower transactions. The pool's Fitch debt service coverage
ratio (DSCR) of 1.15x is lower than both the YTD 2019 average of
1.23x and the 2018 average of 1.22x. The pool's Fitch loan-to-value
(LTV) of 110.9% is worse than the YTD 2019 average of 101.4% and
the 2018 average of 102.0%.

High Hotel Exposure: Loans secured by hotel properties represent
19.2% of the pool by balance. Five of the top 20 loans are backed
by hotel properties. The total hotel concentration exceeds both the
YTD 2019 average of 13.9% and the 2018 average of 14.7%.

In-Place Subordinate Debt: There are eight loans (31.4% of the
pool) that have in-place subordinate debt, including both mezzanine
and other secured debt. This is significantly higher than the
average concentration of loans with subordinate debt of 22.8% as of
the YTD 2019. The total debt Fitch DCSR and LTV for the pool are
1.07x and 116.4%, respectively.

Average Pool Concentration: The top 10 loans total 50.7% of the
pool, which is in line with the average of 51.7% for YTD 2019 and
the average of 50.6% for 2018. The pool's Loan Concentration Index
(LCI) is 398 and the Sponsor Concentration Index (SCI) is 399. Both
metrics are in line with the respective averages of 387 and 406 as
of YTD 2019.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 12.1% below
the most recent year's NOI for properties for which a full-year NOI
was provided, excluding properties that were stabilizing during
this period. Unanticipated further declines in property-level NCF
could result in higher defaults and loss severities on defaulted
loans and in potential rating actions on the certificates.

Fitch evaluated the sensitivity of the ratings assigned to the
CSAIL 2019-C17 certificates and found that the transaction displays
average sensitivities to further declines in NCF. In a scenario in
which NCF declined a further 20% from Fitch's NCF, a downgrade of
the junior 'AAAsf' certificates to 'BBB+sf' could result. In a more
severe scenario, in which NCF declined a further 30% from Fitch's
NCF, a downgrade of the junior 'AAAsf' certificates to 'BBB-sf'
could result.


GS MORTGAGE 2016-GS4: Fitch Affirms B-sf Rating on Cl. F Certs
--------------------------------------------------------------
Fitch Ratings affirmed 15 classes of GS Mortgage Securities Trust
(GSMS), commercial mortgage pass-through certificates, series
2016-GS4.

GSMS 2016-GS4

                        Current Rating       Prior Rating
Class A-1 36251XAN7;  LT AAAsf  Affirmed;  previously at AAAsf
Class A-2 36251XAP2;  LT AAAsf  Affirmed;  previously at AAAsf
Class A-3 36251XAQ0;  LT AAAsf  Affirmed;  previously at AAAsf
Class A-4 36251XAR8;  LT AAAsf  Affirmed;  previously at AAAsf
Class A-AB 36251XAS6; LT AAAsf  Affirmed;  previously at AAAsf
Class A-S 36251XAV9;  LT AAAsf  Affirmed;  previously at AAAsf
Class B 36251XAW7;    LT AA-sf  Affirmed;  previously at AA-sf
Class C 36251XAY3;    LT A-sf   Affirmed;  previously at A-sf
Class D 36251XAA5;    LT BBB-sf Affirmed;  previously at BBB-sf
Class E 36251XAE7;    LT BB-sf  Affirmed;  previously at BB-sf
Class F 36251XAG2;    LT B-sf   Affirmed;  previously at B-sf
Class PEZ 36251XAX5;  LT A-sf   Affirmed;  previously at A-sf
Class X-A 36251XAT4;  LT AAAsf  Affirmed;  previously at AAAsf
Class X-B 36251XAU1;  LT AA-sf  Affirmed;  previously at AA-sf
Class X-D 36251XAC1;  LT BBB-sf Affirmed;  previously at BBB-sf

KEY RATING DRIVERS

Stable Performance and Loss Expectations: Overall pool performance
and loss expectations remain stable since issuance. There have been
no specially serviced loans since issuance. Fitch has designated
three loans (8.6% of pool) as Fitch Loans of Concern (FLOCs),
including the ninth largest loan, Hamilton Place (3.9%), due to
declining sales and two additional loans (4.7%) on the master
servicer's watch list for declining occupancy/performance.

Minimal Changes to Credit Enhancement: As of the August 2019
distribution date, the pool's aggregate principal balance has been
paid down by 1.3% to $1.013 billion from $1.027 billion at
issuance. Ten loans (47.6% of pool) are full-term, interest-only.
Thirteen loans (25.5%) are partial-term, interest-only, eight of
which (20.2%) have begun to amortize. The pool is scheduled to pay
down by 8.1% of the initial pool balance prior to maturity.

Fitch Loans of Concern: The largest FLOC, Hamilton Place (3.9%), is
secured by a 391,041 square foot (sf) portion of a 1.2 million sf
super-regional mall located in Chattanooga, TN. The mall is
anchored by Dillard's, Belk, JCPenney, Barnes and Noble and Forever
21. As of December 2018, overall mall occupancy was 99%; collateral
occupancy was 97%, compared to 91% at issuance. Sales have trended
downward for some of the larger tenants. It was also noted at
issuance that the anchor tenants had sales below each of their
respective national averages. Sales for Barnes and Noble dropped
from $202 psf in 2015 to $189 psf in 2018; Belk Women's Store
dropped from $233 psf in 2014 to $196 psf in 2017; Gap dropped from
$264 psf in 2014 to $169 psf in 2018; Victoria's Secret dropped
from $750 psf in 2014 to $487 psf in 2018. Sales for American Eagle
Outfitters increased from $558 psf in 2013 to $638 psf in 2018. CBL
& Associates, the sponsor, bought the Sears store in 2017 with
plans to redevelop the space. The Cheesecake Factory opened on a
new parcel in the former Sears parking lot. The sponsor has
demolished the former Sears building and is in the process of
constructing a Dick's Sporting Goods on the ground level and a Dave
and Buster's on the upper level.

The second largest FLOC, Village Square (3.9%), is secured by a
392,854 sf power center located in Bethel Park, PA and in close
proximity to the South Hills Village mall. The property is anchored
by Kohl's, The Home Depot and Burlington Coat Factory. Occupancy
has declined to 88% as of June 2019 from 100% at issuance,
following the bankruptcy and subsequent store closure of Toys R Us
in June 2018, which previously occupied approximately 12% of the
property's net rentable area (NRA). According to the servicer, the
borrower's efforts to re-lease the vacant space remain ongoing.
Anchor tenant Burlington Coat Factory (18% of NRA) recently
extended its lease for two years through March 2021 and Michael's
(6% of NRA) recently extended its lease for ten years through
February 2029.

The third largest FLOC, Republic Place (0.8%) is secured by a
97,889 sf, five-story office building in Plano, T  Property
occupancy has trended downward since issuance, declining to 72% in
June 2019 from 81% at year-end (YE) 2018, 88% at YE 2017 and 91%
around the time of issuance. Occupancy declined in 2019 following
the loss of Roland Technology Group (9% of NRA, 11% of rent), which
vacated in April 2019, two months prior to lease expiration.
Additionally, 14 tenants (23% of NRA) have near-term leases
expiring prior to the end of 2020, including 9% by YE 2019.

ADDITIONAL CONSIDERATIONS

Pool and Property Type Concentrations: Eight loans (39.4% of pool)
are secured by office properties, including six (37.9%) in the top
15. Twelve loans (31.4%) are secured by retail properties,
including five (23.8%) in the top 15. Additionally, the pool is
highly concentrated with the top 15 loans account for 80% of the
current pool balance.

Investment-Grade Credit Opinion Loans: The top three loans, AMA
Plaza (9.9% of pool), 225 Bush Street (9.9%) and 540 West Madison
(7.4%), had investment-grade credit opinions of 'BBBsf', 'BBB+sf'
and 'BBB-sf', respectively, on a stand-alone basis at issuance.

RATING SENSITIVITIES

The Stable Rating Outlooks for all classes reflect the stable
performance of the majority of the underlying pool and expected
continued paydown. Rating downgrades are possible if performance of
the FLOCs continue to deteriorate further. Rating upgrades may
occur with improved pool performance and increased credit
enhancement from additional paydown and/or defeasance.



HANNAH SOLAR: Seeks More Time to File Reorganization Plan
---------------------------------------------------------
Hannah Solar LLC asked the U.S. Bankruptcy Court for the Northern
District of Georgia to extend by 75 days the period during which
the company has the exclusive right to file a Chapter 11 plan.

The company has been engaged in formulating a proposed plan of
reorganization, including preparing a projected multi-year budget
and considering potential plan of reorganization options.

However, the company has not finalized its plan of reorganization,
in part because it has not finalized financial projections tied to
certain larger projects that have been in negotiation with
potential customers but have not yet resulted in executed
contracts.

Hannah Solar said that the terms of such projects and contracts
will directly impact the scope of its operations, revenues,
operating expenses, and net cash flow available for use in making
distributions to creditors pursuant to its anticipated plan of
reorganization.

The company asserted that knowledge of the specific terms of such
projects and the related contracts is extremely helpful in
formulating the specifics of the plan of reorganization and
likewise for providing information on anticipated future
operations, projected net income, and  feasibility of plan payments
in a disclosure statement.

                        About Hannah Solar

Hannah Solar, LLC, is a solar energy equipment supplier in Atlanta.
It specializes in planning, design, installation and maintenance of
renewable energy solutions.

Hannah Solar sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 19-57651) on May 15, 2019.  At the
time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of between $1 million and $10 million.  The
Robl Law Group, LLC is the Debtor's counsel. Portnoy Garner & Nail
LLC is co-counsel.

The U.S. Trustee for Region 21 on June 26 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Hannah Solar, LLC.


JP MORGAN 2007-LDP12: Fitch Affirms D Ratings on 15 Tranches
------------------------------------------------------------
Fitch Ratings affirmed 16 classes of J.P. Morgan Chase Commercial
Mortgage Securities Corp commercial mortgage pass-through
certificates series 2007-LDP12.

J.P. Morgan Chase Mortgage Securities Trust 2007-LDP12

Class A-J 46632HAL5; LT CCCsf Affirmed; previously at CCCsf
Class B 46632HAM3;   LT Dsf Affirmed;   previously at Dsf
Class C 46632HAN1;   LT Dsf Affirmed;   previously at Dsf
Class D 46632HAP6;   LT Dsf Affirmed;   previously at Dsf
Class E 46632HAQ4;   LT Dsf Affirmed;   previously at Dsf
Class F 46632HAR2;   LT Dsf Affirmed;   previously at Dsf
Class G 46632HAS0;   LT Dsf Affirmed;   previously at Dsf
Class H 46632HAU5;   LT Dsf Affirmed;   previously at Dsf
Class J 46632HAW1;   LT Dsf Affirmed;   previously at Dsf
Class K 46632HAY7;   LT Dsf Affirmed;   previously at Dsf
Class L 46632HBA8;   LT Dsf Affirmed;   previously at Dsf
Class M 46632HBC4;   LT Dsf Affirmed;   previously at Dsf
Class N 46632HBE0;   LT Dsf Affirmed;   previously at Dsf
Class P 46632HBG5;   LT Dsf Affirmed;   previously at Dsf
Class Q 46632HBJ9;   LT Dsf Affirmed;   previously at Dsf
Class T 46632HBL4;   LT Dsf Affirmed;   previously at Dsf

KEY RATING DRIVERS

High Concentration of Specially Serviced Loans/Assets: The
affirmation of class A-J at 'CCCsf' reflects possible default as
the class is reliant on recoveries from specially serviced
loans/assets, which comprise nearly 70% of the remaining pool. The
resolution and timing of these specially serviced loans/assets,
which are all either in the foreclosure process or REO, remain
uncertain at this time.

The largest specially serviced loan is Oheka Castle, which had been
previously modified into A/B notes (combined, 52.3% of pool).  The
loan is secured by a 32-key, full-service hotel property located in
Huntington, NY; the property operates largely as a special events
and catering facility. The loan was first transferred to the
special servicer in 2012 when the borrower was unable to refinance
at its initial 2012 maturity; the loan was subsequently modified
and returned to the master servicer in 2013. Terms of the
modification included the bifurcation of the loan into A/B notes,
the implementation of cash management and the extension of the
maturity date to 2017.  The loan transferred back to the special
servicer for a second time in 2015 due to the borrower's failure to
deposit funds as required into the cash management account; no loan
payments have been made since December 2015. The special servicer
is proceeding with the foreclosure process and a receivership
motion was approved in January 2019. Per the special servicer, the
next conference in front of the judge is scheduled for November
2019.

The other specially serviced loans/assets in the pool include a
portfolio of three remaining single tenant retail properties leased
to Logan's Roadhouse (11.4% of pool) and a single tenant retail
property in Toledo, OH occupied by Petco (5.8%).

Increased Credit Enhancement: Although credit enhancement for class
A-J has increased due to overall better recoveries than expected on
five specially serviced loans/assets disposed since the last rating
action, the pool remains highly concentrated with only nine
loans/assets remaining. As of the September 2019 remittance report,
the pool has been reduced by 97.9% to $49.9 million from $2.5
billion at issuance. Realized losses to date total $280.9 million
(11.2% of original pool balance). Cumulative interest shortfalls
totaling $15.2 million are currently affecting classes B, C and G
through NR.

Undercollateralization: The pool is undercollateralized due to a
Workout Delayed Reimbursement Advance of $2.0 million.

RATING SENSITIVITIES

A downgrade to class A-J will occur as losses are realized or if
losses exceed Fitch's expectations. An upgrade to class A-J is
unlikely given the pool's high concentration of specially serviced
loans/assets.


SEQUOIA MORTGAGE 2019-CH3: Moody's Rates Class B-4 Debt 'B2'
------------------------------------------------------------
Moody's Investors Service assigned defintive ratings to the classes
of residential mortgage-backed securities issued by Sequoia
Mortgage Trust 2019-CH3, except for the interest-only classes. The
certificates are backed by one pool of prime quality, first-lien
mortgage loans.

SEMT 2019-CH3 is the ninth securitization that includes loans
acquired by Redwood Residential Acquisition Corporation, a
subsidiary of Redwood Trust, Inc., under its expanded credit prime
loan program called "Redwood Choice". Redwood's Choice program is a
prime program with credit parameters outside of Redwood's
traditional prime jumbo program, "Redwood Select". The Choice
program expands the low end of Redwood's FICO range to 661 from
700, while increasing the high end of eligible loan-to-value ratios
from 85% to 90%. The pool also includes loans with non-QM
characteristics (32.3%), such as debt-to-income ratios greater than
43%. Non-QM loans were acquired by Redwood under each of the Select
and Choice programs.

The assets of the trust consist of fixed-rate fully amortizing
loans and three interest only loans. The mortgage loans have an
original term to maturity of 30 years except for two loans which
have an original term to maturity of 29 years and one loan which
has an original term to maturity of 20 years. The loans were
sourced from multiple originators and acquired by Redwood.

All of the loans conform to the Seller's guidelines, except for
loans originated by TIAA, FSB under reliance letter. All TIAA loans
were underwritten to TIAA's underwriting guidelines.

The transaction benefits from nearly 100% due diligence of data
integrity, credit, property valuation, and compliance conducted by
an independent third-party firm.

Nationstar Mortgage LLC will act as the master servicer of the
loans in this transaction. Shellpoint Mortgage Servicing, TIAA,
FSB, and HomeStreet Bank will be primary servicers on the deal.

The complete rating actions are as follows:

Issuer: Sequoia Mortgage Trust 2019-CH3

Cl. A-1, Definitive Rating Assigned Aaa (sf)

Cl. A-2, Definitive Rating Assigned Aaa (sf)

Cl. A-3, Definitive Rating Assigned Aaa (sf)

Cl. A-4, Definitive Rating Assigned Aaa (sf)

Cl. A-5, Definitive Rating Assigned Aaa (sf)

Cl. A-6, Definitive Rating Assigned Aaa (sf)

Cl. A-7, Definitive Rating Assigned Aaa (sf)

Cl. A-8, Definitive Rating Assigned Aaa (sf)

Cl. A-9, Definitive Rating Assigned Aaa (sf)

Cl. A-10, Definitive Rating Assigned Aaa (sf)

Cl. A-11, Definitive Rating Assigned Aaa (sf)

Cl. A-12, Definitive Rating Assigned Aaa (sf)

Cl. A-13, Definitive Rating Assigned Aaa (sf)

Cl. A-14, Definitive Rating Assigned Aaa (sf)

Cl. A-15, Definitive Rating Assigned Aaa (sf)

Cl. A-16, Definitive Rating Assigned Aaa (sf)

Cl. A-17, Definitive Rating Assigned Aaa (sf)

Cl. A-18, Definitive Rating Assigned Aaa (sf)

Cl. A-19, Definitive Rating Assigned Aa1 (sf)

Cl. A-20, Definitive Rating Assigned Aa1 (sf)

Cl. A-21, Definitive Rating Assigned Aa1 (sf)

Cl. A-22, Definitive Rating Assigned Aaa (sf)

Cl. A-23, Definitive Rating Assigned Aaa (sf)

Cl. A-24, Definitive Rating Assigned Aaa (sf)

Cl. B-1A, Definitive Rating Assigned Aa3 (sf)

Cl. B-1B, Definitive Rating Assigned Aa3 (sf)

Cl. B-2A, Definitive Rating Assigned A3 (sf)

Cl. B-2B, Definitive Rating Assigned A3 (sf)

Cl. B-3, Definitive Rating Assigned Baa3 (sf)

Cl. B-4, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

Summary Credit Analysis

Moody's expected cumulative net loss on the aggregate pool is 0.90%
in a base scenario and reaches 9.10% at a stress level consistent
with Aaa (sf) ratings. Its loss estimates are based on a
loan-by-loan assessment of the securitized collateral pool using
Moody's Individual Loan Level Analysis model. Loan-level
adjustments to the model included: adjustments to borrower
probability of default for higher and lower borrower DTIs,
borrowers with multiple mortgaged properties, self-employed
borrowers, origination channels and at a pool level, for the
default risk of HOA properties in super lien states. The adjustment
to its Aaa stress loss above the model output also includes
adjustments related to origination quality and the third party
review results. The model combines loan-level characteristics with
economic drivers to determine the probability of default for each
loan, and hence for the portfolio as a whole. Severity is also
calculated on a loan-level basis. The pool loss level is then
adjusted for borrower, zip code, and MSA level concentrations.

Collateral Description

The SEMT 2019-CH3 transaction is a securitization of 471 first lien
residential mortgage loans, with an aggregate unpaid principal
balance of $359,842,759. There are 107 originators in this pool.
The largest originator by balance is Fairway Independent Mortgage
Corporation (8.6%). The remaining originators contributed less than
5% of the principal balance of the loans in the pool. There are
three servicers in this pool: Shellpoint Mortgage Servicing
(96.2%), HomeStreet Bank (2.4%), and TIAA, FSB (1.5%). The
loan-level third party due diligence review encompassed credit
underwriting, property value and regulatory compliance. In
addition, Redwood has agreed to backstop the rep and warranty
repurchase obligation of all originators.

Of note, one loan dropped from the pool from the time of
provisional ratings as the loan paid off in full. The collateral
characteristics broadly remained the same and hence its loss levels
also did not change as compared to provisional ratings.

SEMT 2019-CH3 includes loans acquired by Redwood under its Choice
program. Although the borrowers in SEMT 2019-CH3 are not the super
prime borrowers included in traditional SEMT transactions from a
FICO and LTV perspective, these borrowers are prime borrowers with
a demonstrated ability to manage household finance. On average,
borrowers in this pool have made a 22.2% down payment on a mortgage
loan of $763,997. In addition, 71.6% of borrowers have more than 24
months of liquid cash reserves or enough money to pay the mortgage
for two years should there be an interruption to the borrower's
cash flow. The WA FICO is 749, which is lower than traditional SEMT
transactions, which has averaged 771 in 2018 SEMT transactions. The
lower WA FICO for SEMT 2019-CH3 may reflect recent mortgage lates
(0x30x3, 1x30x12, 2x30x24) which are allowed under the Choice
program, but not under Redwood's traditional product, Redwood
Select (0x30x24). While the WA FICO may be lower for this
transaction compared to previous transactions, Moody's believes
that the limited mortgage lates are less likely to demonstrate a
history of financial mismanagement.

Moody's also notes that SEMT 2019-CH3 is the ninth SEMT Choice
transaction to include a comparable number of non-QM loans (142)
compared to SEMT 2019-CH2 (140), SEMT 2019-CH1 (151), SEMT 2018-CH3
(155), SEMT 2018-CH2 (156) and SEMT 2018-CH1 (157) with the
exception of SEMT 2018-CH4 (148).

Redwood's Choice program was launched by Redwood in April 2016. In
contrast to Redwood's traditional program, Select, Redwood's Choice
program allows for higher LTVs, lower FICOs, non-occupant
co-borrowers, non-warrantable condos, limited loans with adverse
credit events, among other loan attributes. Under both Select and
Choice, Redwood also allows for loans with non-QM features, such as
interest-only, DTIs greater than 43%, asset depletion, among other
loan attributes.

However, Moody's notes that Redwood historically has been on
average stronger than its peers as an aggregator of prime jumbo
loans, including a limited number of non-QM loans in previous SEMT
transactions. As of the June 2019 remittance report, there have
been no losses on Redwood-aggregated transactions that Moody's has
rated recently, and delinquencies to date have also been very low.
While in traditional SEMT transactions, Moody's has factored this
qualitative strength into its analysis, in SEMT 2019-CH3, Moody's
has a neutral assessment of the Choice Program until Moody's is
able to review a longer performance history of Choice mortgage
loans.

Structural considerations

Similar to recent rated Sequoia transactions, in this transaction,
Redwood is adding a feature prohibiting the servicer, or securities
administrator, from advancing principal and interest to loans that
are 120 days or more delinquent. These loans on which principal and
interest advances are not made are called the Stop Advance Mortgage
Loans. The balance of the SAML will be removed from the principal
and interest distribution amounts calculations. Moody's views the
SAML concept as something that strengthens the integrity of senior
and subordination relationships in the structure. Yet, in certain
scenarios the SAML concept, as implemented in this transaction, can
lead to a reduction in interest payment to certain tranches even
when more subordinated tranches are outstanding. The
senior/subordination relationship between tranches is strengthened
as the removal of SAML in the calculation of the senior percentage
amount, directs more principal to the senior bonds and less to the
subordinate bonds. Further, this feature limits the amount of
servicer advances that could increase the loss severity on the
liquidated loans and preserves the subordination amount for the
most senior bonds. On the other hand, this feature can cause a
reduction in the interest distribution amount paid to the bonds;
and if that were to happen such a reduction in interest payment is
unlikely to be recovered. The final ratings on the bonds, which are
expected loss ratings, take into consideration its expected losses
on the collateral and the potential reduction in interest
distributions to the bonds. Furthermore, the likelihood that in
particular the subordinate tranches could potentially permanently
lose some interest as a result of this feature was considered. As
such, Moody's incorporated some additional sensitivity runs in its
cashflow analysis in which Moody's increases the tranche losses due
to potential interest shortfalls during the loan's liquidation
period in order to reflect this feature and to assess the potential
impact to the bonds.

Moody's believes there is a low likelihood that the rated
securities of SEMT 2019-CH3 will incur any losses from
extraordinary expenses or indemnification payments owing to
potential future lawsuits against key deal parties. First, the
loans are prime quality and were originated under a regulatory
environment that requires tighter controls for originations than
pre-crisis, which reduces the likelihood that the loans have
defects that could form the basis of a lawsuit. Second, Redwood (or
a majority-owned affiliate of the sponsor), who will retain credit
risk in accordance with the U.S. Risk Retention Rules and provides
a back-stop to the representations and warranties of all the
originators, has a strong alignment of interest with investors, and
is incentivized to actively manage the pool to optimize
performance. Third, the transaction has reasonably well defined
processes in place to identify loans with defects on an ongoing
basis. In this transaction, an independent breach reviewer must
review loans for breaches of representations and warranties when a
loan becomes 120 days delinquent, which reduces the likelihood that
parties will be sued for inaction.

Tail Risk & Senior Subordination Floor

The transaction cash flows follow a shifting interest structure
that allows subordinated bonds to receive principal payments under
certain defined scenarios. Because a shifting interest structure
allows subordinated bonds to pay down over time as the loan pool
shrinks, senior bonds are exposed to increased performance
volatility, known as tail risk. The transaction provides for a
senior subordination floor of 1.90% of the closing pool balance,
which mitigates tail risk by protecting the senior bonds from
eroding credit enhancement over time.

Third-party Review and Reps & Warranties

One TPR firm conducted a due diligence review of 100% of the
mortgage loans in the pool. For 459 loans, the TPR firm conducted a
review for credit, property valuation, compliance and data
integrity and limited review for 12 PrimeLending loans. For the 12
loans, Redwood Trust elected to conduct a limited review, which did
not include a TPR firm check for TRID compliance.

For the full review loans, the third party review found that the
majority of reviewed loans were compliant with Redwood's
underwriting guidelines and had no valuation or regulatory defects.
Most of the loans that were not compliant with Redwood's
underwriting guidelines had strong compensating factors.
Additionally, the third party review didn't identify material
compliance-related exceptions relating to the TILA-RESPA Integrated
Disclosure rule for the full review loans.

Two loans were graded "C" by the third party review firm for issues
relating to closing disclosure. Moody's considers such exceptions
to be minor and as such did not adjust its losses due to those
exceptions. No TRID compliance reviews were performed on the 12
PrimeLending limited review loans. Therefore, there is a
possibility that some of these loans could have unresolved TRID
issues. Moody's reviewed the initial compliance findings of loans
for the PrimeLending loans where a full review was conducted. The
due diligence report did not indicate any significant credit,
valuation or compliance concerns. As a result, Moody's did not
increase its Aaa loss.

The property valuation review conducted by the TPR firm consisted
of (i) a review of all of the appraisals for full review loans,
checking for issues with the comparables selected in the appraisal
and (ii) a value supported analysis for all loans. After a review
of the TPR appraisal findings, Moody's found the exceptions to be
minor in nature and did not pose a material increase in the risk of
loan loss. Moody's notes that there is one loan with final grade
'D' due to escrow holdback distribution amounts. The review for
this loans was incomplete because the related appraisals was
subject to the completion of renovation work or missing evidence of
disbursement of escrow funds. In the event the escrow funds greater
than 10% have not been disbursed within six months of the closing
date, the seller shall repurchase the affected escrow holdback
mortgage loan, on or before the date that is six months after the
closing date at the applicable repurchase price. Given that the
seller has the obligation to repurchase, Moody's did not make an
adjustment for these loans.

Original property values were verified predominantly using CDA
valuation or CU scores. CU scores were used to verify property
values for two GSE eligible loans and 17 non-conforming loans.
Moody's considers the use of CU scores for non-conforming loans to
be credit negative due to (1) the lack of human intervention which
increases the likelihood of missing emerging risk trends, (2) the
limited track record of the software and limited transparency into
the model and (3) GSE focus on non-jumbo loans which may lower
reliability on jumbo loan appraisals. Moody's increased its loss
levels based on the pre-securitization third party, for all
non-conforming loans that had valuation verification using only CU
scores.

Moody's has received the results of the inspection report or
appraisal confirmation for all the mortgage loans secured by
properties in the areas affected by FEMA disaster areas. The
results indicate that the properties did not receive any material
damage. SEMT 2019-CH3 includes a representation that the pool does
not include properties with material damage that would adversely
affect the value of the mortgaged property.

The originators and Redwood have provided unambiguous
representations and warranties (R&Ws) including an unqualified
fraud R&W. There is provision for binding arbitration in the event
of dispute between investors and the R&W provider concerning R&W
breaches.

Trustee & Master Servicer

The transaction trustee is Wilmington Trust, National Association.
The paying agent and cash management functions will be performed by
Citibank, N.A. and the custodian functions will be performed by
Wells Fargo Bank, N.A., rather than the trustee. In addition,
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
Mortgage LLC is committed to act as successor if no other successor
servicer can be found.

Servicing arrangement

There are three servicers in this pool: Shellpoint Mortgage
Servicing (96.2%), HomeStreet Bank (2.4%), and TIAA, FSB (1.5%).

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.

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.

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 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.


STACR TRUST 2019-HQA3: Fitch Assigns B+sf Rating on 16 Tranches
---------------------------------------------------------------
Fitch Ratings assigned ratings to Freddie Mac's STACR Trust
2019-HQA3.

STACR 2019-HQA3

Class A-H;    LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-1;    LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-1A;   LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-1AH;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-1AI;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-1AR;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-1B;   LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-1BH;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-2;    LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-2A;   LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-2AH;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-2AI;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-2AR;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-2B;   LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-2BH;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class B-3H;   LT NRsf   New Rating;   previously at NR(EXP)sf
Class M-1;    LT BBB-sf New Rating;   previously at BBB-(EXP)sf
Class M-1H;   LT NRsf   New Rating;   previously at NR(EXP)sf
Class M-2;    LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2A;   LT BBsf   New Rating;   previously at BB(EXP)sf
Class M-2AH;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class M-2AI;  LT BBsf   New Rating;   previously at BB(EXP)sf
Class M-2AR;  LT BBsf   New Rating;   previously at BB(EXP)sf
Class M-2AS;  LT BBsf   New Rating;   previously at BB(EXP)sf
Class M-2AT;  LT BBsf   New Rating;   previously at BB(EXP)sf
Class M-2AU;  LT BBsf   New Rating;   previously at BB(EXP)sf
Class M-2B;   LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2BH;  LT NRsf   New Rating;   previously at NR(EXP)sf
Class M-2BI;  LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2BR;  LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2BS;  LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2BT;  LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2BU;  LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2I;   LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2R;   LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2RB;  LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2S;   LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2SB;  LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2T;   LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2TB;  LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2U;   LT B+sf   New Rating;   previously at B+(EXP)sf
Class M-2UB;  LT B+sf   New Rating;   previously at B+(EXP)sf

TRANSACTION SUMMARY

The reference pool for STACR 2019-HQA1 will consist of loans with
loan to value ratios greater than 80% and less than or equal to 97%
that were acquired by Freddie Mac between Oct. 1, 2018 and Dec. 31,
2018.

The notes will be issued from a special-purpose trust whose
security interest consists of the custodian account and a credit
protection agreement with Freddie Mac. Funds in the custodian
account will be used to pay principal on the notes and to make
payments to Freddie Mac for mortgage loans that experience certain
credit events. The notes will be issued as LIBOR-based floaters and
carry a 30-year legal final maturity. Freddie Mac is responsible
for making interest payments through a credit protection agreement
with the trust.

The ratings on the M-1, M-2A and M-2B notes are limited to the
lower of 1) the quality of the mortgage loan reference pool and CE
available through subordination and 2) Freddie Mac's IDR.

KEY RATING DRIVERS

High-Quality Mortgage Pool (Positive): The reference mortgage loan
pool consists of high-quality loans acquired by Freddie Mac between
Oct. 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 are similar to recent STACR transactions and
reflect the strong credit profile of post-crisis mortgage
originations.

Home Possible Exposure (Negative): Approximately 24% of the
reference pool was originated under Freddie Mac's Home Possible or
Home Possible Advantage program, which is one of the largest
concentration that Fitch has seen in a Fitch-rated STACR
transaction. The Home Possible program targets low- to
moderate-income homebuyers or buyers in high-cost or
underrepresented communities, and provides flexibility for a
borrower's LTV, income, down payment and mortgage insurance
coverage requirements. Fitch anticipates higher default risk for
Home Possible loans due to measurable attributes (such as FICO, LTV
and property value), which is reflected in increased credit
enhancement.

30-year Legal Maturity (Negative): The M-1, M-2A, M-2B, B-1A, B-1B,
B-2A and B-2B have a 30-year legal final maturity, similar to STACR
2019-HQA1, but different from prior Fitch-rated STACR DNA and HQA
transactions, which have a 12.5-year maturity. Thus, life-of-loan
losses on the reference pool will be passed through to noteholders.
As a result, Fitch did not apply a maturity credit to reduce its
default expectations.

Mortgage Insurance Guaranteed by Freddie Mac (Positive): 99.1% of
the loans are covered either by borrower paid mortgage insurance
(BPMI) or lender paid MI (LPMI). While the Freddie Mac guarantee
allows for credit to be given to MI, Fitch applied a haircut to the
amount of BPMI available due to the automatic termination provision
as required by the Homeowners Protection Act, when the loan balance
is first scheduled to reach 78%. LPMI does not automatically
terminate and remains for the life of the loan.

Very Low Operational Risk (Positive): Fitch considers this
transaction to have very low operational risk. Freddie Mac is an
industry leader in residential mortgage activities and is as
assessed as 'Above Average' aggregator due to the GSE's strong
seller oversight and risk management controls. Due diligence for
this transaction was performed by a Tier 2 third-party review firm
on a statistically random sample of loans. The sampling methodology
is consistent with Fitch criteria, and the results of the review
indicate high loan origination quality and further verified a low
level of operational risk.

Solid Alignment of Interests (Positive): While the transaction is
designed to transfer credit risk to private investors, Fitch
believes the transaction benefits from solid alignment of
interests. Freddie Mac will retain credit risk in the transaction
by holding the senior reference tranche A-H, which has 4.50% of
loss protection, as well as a minimum of 5% of the M-1, M-2A, M-2B,
B-1A, B-1B, B-2A and B-2B reference tranches, and 100% of the
first-loss B-3H reference tranche. Initially, Freddie Mac will
retain an approximately 26% vertical slice/interest through the
M-1H, M-2AH, M-2BH, B-1AH, B-1BH, B-2AH and B-2BH reference
tranches.

Clean Pay History for Loans in Disaster Areas (Positive): Freddie
Mac will not remove loans in counties designated as natural
disaster areas by the Federal Emergency Management Agency (FEMA).
However, any loans with a prior delinquency were removed from the
reference pool. In addition, Freddie Mac will remove loans that
were on a disaster forbearance plan and become delinquent between
the deal closing date and March 2020 if the loan is located in an
area designated as a major disaster area by FEMA and FEMA
authorized individual assistance to those homeowners prior to the
closing date. As a result, Fitch does not consider there to be
additional risk to the pool by including these loans.

Receivership Risk Considered (Neutral): Under the Federal Housing
Finance Regulatory Reform Act, the Federal Housing Finance Agency
(FHFA) must place Freddie Mac into receivership if it determines
that the government-sponsored enterprise's (GSE) assets are less
than its obligations for longer than 60 days following the deadline
of its SEC filing. As receiver, FHFA could repudiate any contract
entered into by Freddie Mac if it is determined that such action
would promote an orderly administration of the GSE's affairs. Fitch
believes that the U.S. government will continue to support Freddie
Mac, as reflected in its current rating of the GSE. However, if, at
some point, Fitch views the support as being reduced and
receivership likely, the rating of Freddie Mac could be downgraded,
and ratings on the M-1, M-2A, and M-2B notes, along with their
corresponding MAC notes, could be affected.

CRITERIA VARIATION

This transaction had one variation from Fitch's "U.S. RMBS Rating
Criteria."

The secondary valuations provided as part of the due diligence
conducted for this transaction relied on Automated Valuation Models
(AVMs). Fitch typically does not allow AVMs as a form of secondary
valuation for private-label U.S. RMBS issuers but has accepted AVMs
in the diligence for Freddie Mac for several years. Fitch views the
well-established operational controls around property valuations
and the unique repurchase leverage Freddie Mac has with sellers as
strong mitigating factors to the variation. There was no rating
impact due to this variation.

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 6.3% 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'.


TOWD POINT 2019-MH1: Fitch to Rate 5 Tranches 'Bsf'
---------------------------------------------------
Fitch Ratings expects to assign the following ratings and Rating
Outlooks to Towd Point Mortgage Trust 2019-MH1 (TPMT 2019-MH1):

  -- $327,827,000 class A1 notes 'AAAsf'; Outlook Stable;

  -- $33,151,000 class A2 notes 'AAsf'; Outlook Stable;

  -- $29,994,000 class M1 notes 'Asf'; Outlook Stable;

  -- $25,258,000 class M2 notes 'BBBsf'; Outlook Stable;

  -- $27,889,000 class B1 notes 'BBsf'; Outlook Stable;

  -- $15,786,000 class B2 notes 'Bsf'; Outlook Stable;

  -- $360,978,000 class A3 exchangeable notes 'AAsf'; Outlook
Stable;

  -- $390,972,000 class A4 exchangeable notes 'Asf'; Outlook
Stable;

  -- $416,230,000 class A5 exchangeable notes 'BBBsf'; Outlook
Stable;

  -- $327,827,000 class A1A exchangeable notes 'AAAsf'; Outlook
Stable;

  -- $327,827,000 class A1AX notional exchangeable notes 'AAAsf';
Outlook Stable;

  -- $33,151,000 class A2A exchangeable notes 'AAsf'; Outlook
Stable;

  -- $33,151,000 class A2AX notional exchangeable notes 'AAsf';
Outlook Stable;

  -- $33,151,000 class A2B exchangeable notes 'AAsf'; Outlook
Stable;

  -- $33,151,000 class A2BX notional exchangeable notes 'AAsf';
Outlook Stable;

  -- $29,994,000 class M1A exchangeable notes 'Asf'; Outlook
Stable;

  -- $29,994,000 class M1AX notional exchangeable notes 'Asf';
Outlook Stable;

  -- $29,994,000 class M1B exchangeable notes 'Asf'; Outlook
Stable;

  -- $29,994,000 class M1BX notional exchangeable notes 'Asf';
Outlook Stable;

  -- $25,258,000 class M2A exchangeable notes 'BBBsf'; Outlook
Stable;

  -- $25,258,000 class M2AX notional exchangeable notes 'BBBsf';
Outlook Stable;

  -- $25,258,000 class M2B exchangeable notes 'BBBsf'; Outlook
Stable;

  -- $25,258,000 class M2BX notional exchangeable notes 'BBBsf';
Outlook Stable;

  -- $27,889,000 class B1A exchangeable notes 'BBsf'; Outlook
Stable;

  -- $27,889,000 class B1AX notional exchangeable notes 'BBsf';
Outlook Stable;

  -- $27,889,000 class B1B exchangeable notes 'BBsf'; Outlook
Stable;

  -- $27,889,000 class B1BX notional exchangeable notes 'BBsf';
Outlook Stable;

  -- $15,786,000 class B2A exchangeable notes 'Bsf'; Outlook
Stable;

  -- $15,786,000 class B2AX notional exchangeable notes 'Bsf';
Outlook Stable;

  -- $15,786,000 class B2B exchangeable notes 'Bsf'; Outlook
Stable;

  -- $15,786,000 class B2BX notional exchangeable notes 'Bsf';
Outlook Stable.

Fitch will not be rating the following classes:

  -- $22,101,000 class B3 notes;

  -- $22,101,000 class B4 notes;

  -- $22,100,998 class B5 notes;

  -- $22,101,000 class B3A exchangeable notes;

  -- $22,101,000 class B3AX notional exchangeable notes;

  -- $22,101,000 class B3B exchangeable notes;

  -- $22,101,000 class B3BX notional exchangeable notes;

  -- $22,101,000 class B4A exchangeable notes;

  -- $22,101,000 class B4AX notional exchangeable notes;

  -- $22,101,000 class B4B exchangeable notes;

  -- $22,101,000 class B4BX notional exchangeable notes.

This is the first transaction issued by FirstKey backed by loans
secured by manufactured homes (MH) and is the first post-crisis MH
transaction rated by Fitch. The collateral pool is backed by 25,324
seasoned MH loans, all of which are current using OTS methodology
as of the statistical calculation date. The pool totals $526.21
million, which includes $18.2 million, or 3.5%, of
non-interest-bearing deferred principal amounts.

On and after the payment date in March 2022, Cascade will have the
right to resign upon 180 days' prior written notice to the
depositor, the asset manager, the back-up servicer and the
indenture trustee. The back-up servicer, SPS, has agreed that in
the event of any such resignation, they will assume the servicer's
obligations.

While SPS has limited experience in servicing MH, the company has
an established and proven history in handling difficult-to-service
loans and has sufficient staffing, management oversight and systems
to adequately assume this responsibility should it become
necessary. SPS will be reviewing all servicing remittances starting
at the outset of the transaction and believes that it would need
substantially less than the requisite 180 day notice to prepare for
the servicing of the loans. SPS is one of Fitch's highest rated
servicers, rated at 'RPS1-'.

KEY RATING DRIVERS

Manufactured Housing Loans (Negative): The transaction is backed by
100% seasoned MH loans, 82% of which are secured by chattel and 18%
by land-home. MH loans typically experience higher default rates
and lower recoveries than site-built residential home loans.
Fitch's loan-level loss model developed specifically for MH loans
is based on the historical observations of more than 1.0 million MH
loans originated from 1993-2002, with performance tracked through
2018. The probability of default (PD) and loss severity (LS) used
to derive Fitch's 'AAAsf' expected loss of 40.75% reflect a 100% LS
assumption. Lower rating category stresses reflect multipliers to
the base case model output.

Significant Seasoning (Positive): Fitch views the significant
seasoning, short remaining lives and current OTS payment status as
the key mitigating factors to the pool's credit risk. On average,
the pool is approximately 21 years seasoned, and is the most
seasoned transaction Fitch has rated post-crisis. The loans are
amortizing and scheduled to pay in full in approximately nine
years, on average.

All Loans OTS Current (Positive): 100% of the loans are OTS
current. Fitch received a minimum of 36-month pay strings for all
the loans in the pool. None of the loans are currently OTS
delinquent, but 16.5% of loans have experienced one or more
delinquencies in the past 24 months, and 19.9% have experienced a
delinquency in the past 36 months. 80% of the pool has been clean
for 36 months and, therefore, received a PD credit to reflect the
clean payment histories. 49% of the loans have been modified by
means of a deferral, extension or other modification. The average
time since loss mitigation is approximately 11 years.

Credit Attributes (Negative): Borrowers in the pool have a WAVG
model FICO score of 653. 82% of the pool comprised of loans backed
by chattel properties (secured with the structure only), and the
remaining 18% consist of land-home MH. 80% of the MH units are
double- or multi-wide. Approximately 52% of the loans are ARMs.
Fitch assumes a lower LS for land-home loans than for chattel due
to their higher observed recoveries. Double- and multi-wide units
also have lower observed defaults than single-wide units.

Third-Party Due Diligence (Negative): A third-party due diligence
review was performed by AMC (Acceptable - Tier 1). 100% of the
loans for which anti-predatory (high cost) compliance testing was
applicable (just 2% of the pool by UPB) were reviewed. Only a small
number of loans were subject to review because the loans were
originated prior to the introduction of high-cost laws. 100% of the
land-home loans received an updated tax and title search.

The pay history review was only completed on a sample of loans (18%
by UPB); however, recent pay strings (ranging from six to 16
months) were received from the servicer for 80% of the pool, which
matched the histories reported on the data tape that Fitch used in
its analysis. For the remaining 20% of the pool, neither a
diligence review was conducted nor were recent pay histories
provided by the current servicer. To account for the lack of third
party confirmation, Fitch adjusted its expected losses by
approximately 105bps at 'AAAsf'.

Sequential-Pay Structure with Significant Express Spread
(Positive): The transaction's cash flow is based on a
sequential-pay structure whereby the subordinate classes do not
receive principal until the senior classes are repaid in full.
Losses are allocated in reverse-sequential order. Notably, express
spread will be used to pay down the notes. The structure has a
notable amount of excess spread, which is causing the deal's
initial subordination to be lower than Fitch's expected losses.

Short Remaining Life of Notes (Positive): The notes in this
transaction have short remaining lives and pay down quickly. In a
base case stress scenario, the 'AAAsf' class pays in full in less
than six years, even when assuming a 5% constant prepayment rate
(CPR), which is significantly less than for other seasoned or
re-performing loan (RPL) transactions.

Deferred Balances (Negative): Approximately 3.5% of the pool
balance consists of deferred payments from loan modifications and
are due at loan maturity. If the borrower is unable to make the
full payment of the deferred amount at maturity but can continue to
make the existing monthly payment, the servicer is likely to
continue accepting monthly payments from the borrower rather than
repossess the property. To reflect the risk that a servicer may not
extend the loan term for borrowers struggling with their monthly
payment, Fitch's analysis assumed that any deferred balance on a
loan that had experienced a DQ in the past 24 months had a 100%
loss.

Realized Loss and Writedown Feature (Positive): Loans delinquent
for 150 days or more under the OTS method will be considered a
realized loss and, therefore, will result in a write-down of the
most subordinated classes beginning with class B5. The feature adds
certainty to liquidation timelines and reduces bond interest to
subordinate bonds expected to be written down. This increases the
cash flow available for more senior classes. As less than 100% LS
is assumed for rating stresses below 'AAAsf', subsequent recoveries
recouped after the writedown at 150 days delinquent will be
distributed to bondholders as principal.

Moderate Operational Risk (Neutral): The primary mitigating factor
for operational risk is the significant seasoning (21 years) of the
loans. Additionally, FirstKey has a well-established track record
in RPL and seasoned loan activities and has an 'above average'
aggregator assessment from Fitch. Cascade Financial Services, Inc.
(Cascade) will perform primary servicing functions for this
transaction. Cascade is rated as an 'RPS3-' servicer for MH
product. Select Portfolio Servicing, rated 'RPS1-' by Fitch, will
act as a backup servicer to Cascade. Lastly, the sponsor's (or its
affiliate's) retention of at least 5% of the bonds should help
mitigate the operational risk of the transaction.

Representation Framework (Negative): Fitch considers the
representation, warranty and enforcement (RW&E) mechanism construct
for this transaction to generally be consistent with what it views
as a Tier 2 framework, due to the inclusion of knowledge qualifiers
and the exclusion of certain reps. After a threshold event (which
occurs when realized loss exceeds the class principal balance of
the B3, B4 and B5 notes), loan reviews for identifying breaches
will be conducted on loans that experience a realized loss of
$10,000 or more. To account for the Tier 2 framework, Fitch
increased its base case loss expectations by roughly 100bps to
reflect a potential increase in defaults and losses arising from
weaknesses in the reps.

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

Step-Up Aggregate Servicing Fee (Positive): The servicer will be
paid on a step-up schedule, which will be 180bps for years 1-3 and
200bps for year 4, and then step up 10bps every year thereafter
until the fee reaches 240bps in year 8. Fitch views the servicing
fee schedule as sufficient to service MH loans. Additionally,
should a replacement servicer be needed, the transaction documents
allow for the indenture trustee to negotiate a fee above the stated
aggregate servicing fee.

RATING SENSITIVITIES

Fitch's analysis incorporates sensitivity analyses to demonstrate
how the ratings would react to additional losses. 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 that may be considered in the
surveillance of the transaction.

Fitch conducted a sensitivity analysis determining how the ratings
would react to additional losses of 5%, 10% and 15%. The analysis
indicates there is some potential rating migration with an increase
in loss.

Fitch also conducted a sensitivity analysis to determine what
increase in losses would reduce a rating by one full category, to
non-investment grade, and to 'CCCsf'.

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by WestCor Land Title Insurance Company (WestCor) and AMC
Diligence, LLC.

The due diligence sample size and scope were determined by the TPR
firm. The TPR received an initial loan tape and made a preliminary
determination of which loans were subject to anti-predatory (high
cost) lending regulations. 100% of these loans were tested by the
TPR. The regulatory compliance review covered applicable federal,
state and local high-cost and/or anti-predatory laws as well as
TILA and RESPA for both chattel and land-home MH.

154 of the loans reviewed received a 'D' grade, all due to missing
or incomplete HUD-1 documentation. Of the 154 loans graded 'D,' 55
were determined to not be subject to predatory lending, and
therefore, the review was not applicable and no adjustment was made
on these loans. 56 loans were unable to be tested for predatory
lending due to missing final HUD-1s and 100% LS was assumed for
these loans. The remaining 43 loans were missing a final HUD-1 and
while alternative documentation was used to test for predatory
lending on these loans, missing the final HUD1 is consistent with
grade 'D' in Fitch's criteria. 100% LS was assumed for these
loans.

In addition, Westcor was retained to perform an updated title, tax
and lien search, on 100% of the land-home loans, plus a small
sampling of chattel properties - a total of 9.8% of the pool by
loan count and 18.2% by UPB. Approximately 22% of the land-home
loans have some amount of outstanding taxes, totaling approximately
11bps of the total UPB, which was accounted for in Fitch's LS.

CRITERIA VARIATIONS

Fitch's analysis incorporated three criteria variations from the
"U.S. RMBS Seasoned, Re-Performing and Non-Performing Loan Rating
Criteria." The first variation relates updated property values,
which Fitch typically expects to review for loans seasoned over 24
months. Updated property values are not applicable for MH
transactions. Liquidation records of MHs show that, unlike
conventional site-built homes whose value generally appreciates
over time, both chattel and land-home MHs are depreciating assets.
Due to the fact that valuations on aged MH units is less reliable
and economically infeasible and MH loan borrowers' behavior is
believed to be less driven by equity incentives, Fitch does not
look for updated property values but, instead, relies on loan
seasoning, payment history and structure age to adjust for seasoned
MH loan loss estimation. There was no rating impact due to this
variation.

The second variation is that a pay history review was only
completed on 18.3% of the loans by UPB. For typical RPL
transactions, Fitch expects a 100% pay history review. Fitch
compared the data reviewed by AMC with the data provided in the
loan tape. The payment history provided in the loan tape was
corroborated by the review results for over 99% of the loans, and,
where differences were noted, the majority of the loan tape data
provided in the loan tape used in Fitch's analysis was more
conservative.

Additionally, for all loans currently serviced by Cascade (80%),
payment strings were received directly from the servicer for the
length of time they have been servicing the loans (ranging from 6
to 16 months), and there were no discrepancies found on the data
tape.

For the remaining 20% of loans not currently serviced by Cascade, a
pay history review was not completed, and payment strings were not
received from the servicer. To account for the lack of review,
Fitch conservatively assumed that any loan indicated as OTS clean
current for 36 months on the loan tape had a prior delinquency,
effectively applying a recent delinquency PD penalty. This
increased the loss levels by 55bps in the base case and 105bps at
'AAA'. Application of the variation and Fitch's treatment resulted
in a one notch lower rating impact.

The third variation is that a data integrity review was only
completed on 16.4% of the loans by UPB. AMC compared data fields on
the bid tape provided by FirstKey with the data found in the actual
file as captured during the data integrity review. For typical RPL
transactions, Fitch expects a 100% data integrity review sample
size. Fitch does not believe the less than 100% review sample for
this pool introduces credit risk to the transaction due to the 21
years of seasoning, the 100% original LTV assumption applied by
Fitch due to missing original LTV data, and current-pay string
information obtained by the servicer. Furthermore, updated FICO
scores were obtained for a majority of the loans, which are
typically not reviewed in RPL transactions. Where data were
missing, Fitch applied conservative assumptions. Application of
this variation had no rating impact since most of the origination
fields that were reviewed do not influence model output.


WELLS FARGO 2019-3: Moody's Assigns Ba2 Rating on Cl. B-4 Debt
--------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to 24 classes
of residential mortgage-backed securities issued by Wells Fargo
Mortgage Backed Securities 2019-3 Trust. The ratings range from Aaa
(sf) to Ba2 (sf).

WFMBS 2019-3 is the third prime issuance by Wells Fargo Bank, N.A.
in 2019. The mortgage loans for this transaction are originated by
Wells Fargo Bank, through its Retail and Correspondent channels,
generally in accordance with its non-conforming underwriting
guidelines. All of the loans are designated as qualified mortgages
under the QM safe harbor rules.

Wells Fargo Bank will service all the loans and will also be the
master servicer for this transaction. The servicer will be
primarily responsible for funding certain servicing advances and
delinquent scheduled interest and principal payments for the
mortgage loans, unless the servicer determines that such amounts
would not be recoverable. In the event a servicer event of default
has occurred, and the Trustee terminates the servicer as a result
thereof, the master servicer shall fund any advances that would
otherwise be required to be made by the terminated servicer (to the
extent the terminated Servicer has failed to fund such advances
until such time as a successor servicer is appointed and commences
servicing the mortgage loans). The master servicer and servicer
will be entitled to be reimbursed for any such monthly advances
from future payments and collections (including insurance and
liquidation proceeds) with respect to those mortgage loans.

The WFMBS 2019-3 transaction is a securitization of 750 primarily
30-year, fixed rate, prime residential mortgage loans with an
unpaid principal balance of $542,374,657. The pool has strong
credit quality and consists of borrowers with high FICO scores,
significant equity in their properties and liquid cash reserves.
The pool has clean pay history and weighted average seasoning of
approximately 6 months.

The securitization has a shifting interest structure with a
five-year lockout period that benefits from a senior floor and a
subordinate floor.

The complete rating actions are as follows:

Issuer: Wells Fargo Mortgage Backed Securities 2019-3 Trust

Cl. A-1, Definitive Rating Assigned Aaa (sf)

Cl. A-2, Definitive Rating Assigned Aaa (sf)

Cl. A-3, Definitive Rating Assigned Aaa (sf)

Cl. A-4, Definitive Rating Assigned Aaa (sf)

Cl. A-5, Definitive Rating Assigned Aaa (sf)

Cl. A-6, Definitive Rating Assigned Aaa (sf)

Cl. A-7, Definitive Rating Assigned Aaa (sf)

Cl. A-8, Definitive Rating Assigned Aaa (sf)

Cl. A-9, Definitive Rating Assigned Aaa (sf)

Cl. A-10, Definitive Rating Assigned Aaa (sf)

Cl. A-11, Definitive Rating Assigned Aaa (sf)

Cl. A-12, Definitive Rating Assigned Aaa (sf)

Cl. A-13, Definitive Rating Assigned Aaa (sf)

Cl. A-14, Definitive Rating Assigned Aaa (sf)

Cl. A-15, Definitive Rating Assigned Aaa (sf)

Cl. A-16, Definitive Rating Assigned Aaa (sf)

Cl. A-17, Definitive Rating Assigned Aa1 (sf)

Cl. A-18, Definitive Rating Assigned Aa1 (sf)

Cl. A-19, Definitive Rating Assigned Aaa (sf)

Cl. A-20, Definitive Rating Assigned Aaa (sf)

Cl. B-1, Definitive Rating Assigned Aa3 (sf)

Cl. B-2, Definitive Rating Assigned A3 (sf)

Cl. B-3, Definitive Rating Assigned Baa3 (sf)

Cl. B-4, Definitive Rating Assigned Ba2 (sf)

RATINGS RATIONALE

Summary Credit Analysis and Rating Rationale

Moody's expected cumulative net loss on the aggregate pool is 0.25%
in a base scenario and reaches 3.50% at a stress level consistent
with the Aaa (sf) ratings.

Its loss estimates are based on a loan-by-loan assessment of the
securitized collateral pool as of the cut-off date using Moody's
Individual Loan Level Analysis model. Loan-level adjustments to the
model included adjustments to borrower probability of default for
higher and lower borrower debt-to-income ratios, for borrowers with
multiple mortgaged properties, self-employed borrowers, origination
channels and for the default risk of Homeownership association
(HOA) properties in super lien states. The model combines
loan-level characteristics with economic drivers to determine the
probability of default for each loan, and hence for the portfolio
as a whole. Severity is also calculated on a loan-level basis. The
pool loss level is then adjusted for borrower, zip code, and MSA
level concentrations.

Moody's bases its ratings on the certificates on the credit quality
of the mortgage loans, the structural features of the transaction,
its assessments of the origination quality and servicing
arrangement, the strength of the third-party due diligence and the
R&W framework of the transaction.

Collateral Description

The WFMBS 2019-3 transaction is a securitization of 750 first lien
residential mortgage loans with an unpaid principal balance of
$542,374,657. The loans in this transaction have strong borrower
characteristics with a weighted average original FICO score of 779
and a weighted-average original loan-to-value ratio (LTV) of 71.2%.
In addition, 8.8% of the borrowers are self-employed and refinance
loans comprise 36.1% of the aggregate pool. 10.2% (by loan balance)
of the pool comprised of construction to permanent loans. The
construction to permanent is a two-part loan where the first part
is for the construction and then it becomes a permanent mortgage
once the property is complete. For all the loans in the pool, the
construction was complete and because the borrower cannot receive
cash from the permanent loan proceeds or anything above the
construction cost, Moody's treated these loans as a rate term
refinance rather than a cash out refinance loan. The pool has a
high geographic concentration with 44.1% of the aggregate pool
located in California and 15.8% located in the New
York-Newark-Jersey City MSA. The characteristics of the loans
underlying the pool are slightly stronger than recent prime RMBS
transactions backed by 30-year mortgage loans that Moody's has
rated.

Origination Quality

The mortgage loans for this transaction are originated by Wells
Fargo Bank, through its Retail and Correspondent channels,
generally in accordance with its non-conforming underwriting
guidelines. After considering the non-conforming underwriting
guidelines from Wells Fargo Bank, Moody's made no adjustments to
its base case and Aaa loss expectations. Majority of the loans are
originated through retail channel i.e. 67% of the pool and the
remaining pool i.e. 33% is originated through correspondent
channel.

Third Party Review and Reps & Warranties (R&W)

One independent third-party review firm, Clayton Services LLC, was
engaged to conduct due diligence for the credit, regulatory
compliance, property valuation, and data accuracy for all of the
793 loans in the initial population of this transaction (100% of
the mortgage pool).

The credit review consisted of a review of the documentation in
each loan file relating to the creditworthiness of the borrowers,
and an assessment of whether the characteristics of the mortgage
loans and the borrowers reasonably conformed to Wells Fargo Bank's
underwriting guidelines. Where there were exceptions to guidelines,
the TPR firm noted compensating factors. Additionally, the TPR firm
evaluated evidence of the borrower's willingness and ability to
repay the obligation and examined Data Verify/Fraudguard/Interthinx
or similar risk evaluation reports ordered by Wells Fargo Bank or
Clayton.

Clayton Services LLC 's regulatory compliance review consisted of a
review of compliance with the Truth in Lending Act and the Real
Estate Settlement Procedures Act among other federal, state and
local regulations. Additionally, the TPR firm applied SFIG's
enhanced RMBS 3.0 TRID Compliance Review Scope. There was one loan
with a compliance grade C due to clerical error where homeowner's
insurance was overstated. Moody's believes that such condition is
non-material and thus, Moody's made no adjustment to its losses for
this loan.

The TPR firm's 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 firm also compared third party valuation
products to the original appraisals. 10% negative variances were
reported, and, in some cases, additional appraisals were performed.
There were two loans that have property valuation grade C due to
more than 10% negative variances after multiple valuations. Moody's
ran a sensitivity to account for the variance but did not make
adjustment to its losses for these loans as it was not material.

The overall TPR results were in line with its expectations
considering the clear underwriting guidelines and overall processes
and procedures that Wells Fargo Bank has in place. Many of the
grade B loans were underwritten using underwriter discretion where
the compensating factors were not clearly documented in the loan
file. Areas of discretion included length of mortgage/rental
history, missing verbal verification of employment and explanation
for multiple credit exceptions. The due diligence firm noted that
these exceptions are minor and/or provided an explanation of
compensating factors. Several of the compensating factors listed
were sufficient to explain the underwriting exception. As a result,
Moody's did not make any adjustment to its losses for this.

Wells Fargo Bank, as the originator, makes the loan-level
representation and warranties (R&Ws) for the mortgage loans. The
loan-level R&Ws are strong and, in general, either meet or exceed
the baseline set of credit-neutral R&Ws Moody's has identified for
US RMBS. Further, R&W breaches are evaluated by an independent
third party using a set of objective criteria. Similar to JPMMT
transactions, the transaction contains a "prescriptive" R&W
framework. The originator makes comprehensive loan-level R&Ws and
an independent reviewer will perform detailed reviews to determine
whether any R&Ws were breached when loans become 120 days
delinquent, the property is liquidated at a loss above a certain
threshold, or the loan is 30 to 119 days delinquent and is modified
by the servicer. These reviews are prescriptive in that the
transaction documents set forth detailed tests for each R&W that
the independent reviewer will perform. Moody's believes that Wells
Fargo Bank's robust processes for verifying and reviewing the
reasonableness of the information used in loan origination along
with effectively no knowledge qualifiers mitigates any risks
involved. Wells Fargo Bank has an anti-fraud software tools that
are integrated with the loan origination system (LOS) and utilized
pre-closing for each loan. In addition, Wells Fargo Bank has a
dedicated credit risk, compliance and legal teams oversee fraud
risk in addition to compliance and operational risks. Moody's did
not make any adjustment to its base case and Aaa loss expectations
for R&Ws.

Tail Risk and Subordination Floor

The transaction cash flows follow a shifting interest structure
that allows subordinated bonds to receive principal payments under
certain defined scenarios. Because a shifting interest structure
allows subordinated bonds to pay down over time as the loan pool
shrinks, senior bonds are exposed to increased performance
volatility, known as tail risk. The transaction provides for a
senior and subordinate floor of 1.20% of the closing pool balance,
which mitigates tail risk by protecting the senior bonds from
eroding credit enhancement over time. Based on its tail risk
analysis, the level of senior and subordinate floor in WFMBS 2019-3
provides adequate protection against potential tail risk. In
addition, if the subordinate percentage drops below 5.00% of
current pool balance, the senior distribution amount will include
all principal collections and the subordinate principal.
Additionally, there is a subordination lock-out amount which is
1.20% of the closing pool balance.

Transaction structure

The securitization has a shifting interest structure that benefits
from a senior floor and a subordinate floor. Funds collected,
including principal, are first used to make interest payments and
then principal payments to the senior bonds, and then interest and
principal payments to each subordinate bond. As in all transactions
with shifting interest structures, the senior bonds benefit from a
cash flow waterfall that allocates all unscheduled principal
collections to the senior bond for a specified period of time and
increasing amounts of unscheduled principal collections to the
subordinate bonds thereafter, but only if loan performance
satisfies delinquency and loss tests.

All certificates in this transaction are subject to a net WAC cap.
Realized losses are allocated reverse sequentially among the
subordinate and senior support certificates and on a pro-rata basis
among the super senior certificates.

Exposure to Extraordinary expenses

Extraordinary Trust Expenses that will reduce amounts available to
make distributions on the Certificates and will be applied to
reduce the Net WAC Rate. However, certain extraordinary trust
expenses (such as servicing transfer costs) in the WFMBS 2019-3
transaction are deducted directly from the available distribution
amount. The remaining trust expenses (which have an annual cap of
$350,000 per year for i) Wells Fargo CTS Annual Expense Cap, ii)
Trustee Annual Expense Cap and iii) Independent Reviewer Expense
Cap) are deducted from the Net WAC Rate. Moody's believes there is
a very low likelihood that the rated certificates in WFMBS 2019-3
will incur any losses from extraordinary expenses or
indemnification payments from potential future lawsuits against key
deal parties. First, the loans are prime quality, 100 percent
qualified mortgages and were originated under a regulatory
environment that requires tighter controls for originations than
pre-crisis, which reduces the likelihood that the loans have
defects that could form the basis of a lawsuit. Second, the
transaction has reasonably well-defined processes in place to
identify loans with defects on an ongoing basis. In this
transaction, an independent breach reviewer (Opus Capital Markets
Consultants, LLC), named at closing must review loans for breaches
of representations and warranties when certain clear defined
triggers have been breached, which reduces the likelihood that
parties will be sued for inaction. Furthermore, the issuer has
disclosed the results of a compliance, credit, valuation and data
integrity review covering 100% of the mortgage loans by an
independent third party (Clayton Services LLC). Moody's did not
make an adjustment for extraordinary expenses because most of the
trust expenses will reduce the net WAC as opposed to the available
funds.

Other Considerations

In WFMBS 2019-3, unlike other prime jumbo transactions, Well Fargo
Bank is both the servicer and master servicer for the deal.
However, in the case of the termination of the servicer, the master
servicer must consent to the trustee's selection of a successor
servicer, and the successor servicer must have a net worth of at
least $15 million and be Fannie or Freddie approved. The master
servicer shall fund any advances that would otherwise be required
to be made by the terminated servicer (to the extent the terminated
servicer has failed to fund such advances) until such time as a
successor servicer is appointed. Additionally, in the case of the
termination of the master servicer, the trustee will be required to
select a successor master servicer in consultation with the
Depositor. The termination of the master servicer will not become
effective until either the Trustee or successor master servicer has
assumed the responsibilities and obligations of the master servicer
which also includes the advancing obligation.

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 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.

Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating US Prime RMBS" published in November 2018.


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