---

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

              Sunday, May 16, 2021, Vol. 25, No. 135

                            Headlines

AIG CLO 218-1: Fitch Assigns BB- Rating on Exchangeable Sec. Notes
ANGEL OAK 2021-2: Fitch Assigns B(EXP) Rating on Class B-2 Debt
ARES LX : Moody's Assigns (P)Ba3 Rating to $22.5MM Class E Notes
AVIS BUDGET 2021-1: Moody's Assigns (P)Ba2 Rating to Class D Notes
BARINGS CLO 2019-II: S&P Assigns BB- (sf) Rating on Class D-R Notes

BENCHMARK 2019-B11 MORTGAGE: Fitch Affirms B- Rating on 2 Tranches
BLUEMOUNTAIN CLO XXIV: S&P Assigns BB-(sf) Rating on E-R Notes
BLUEMOUNTAIN CLO XXIV: S&P Assigns Prelim BB- Rating on E-R Notes
CANYON CAPITAL 2021-2: Moody's Gives Ba3 Rating on $19.5MM E Notes
CARLYLE US 2021-4: S&P Assigns Prelim BB- (sf) Rating on E Notes

CD MORTGAGE 2016-CD1: Fitch Assigns B- Rating on 2 Tranches
CEDAR FUNDING XIV: S&P Assigns Prelim BB- (sf) Rating on E Notes
COLUMBIA CENT 28: S&P Affirms 'B (sf)' Rating on Class D Notes
COMM 2014-CCRE19: Fitch Affirms BB Rating on Class E Debt
DBJPM 2016-SFC: S&P Lowers Class D Certs Rating to 'BB (sf)'

DBUBS COMMERCIAL 2011-LC3: Fitch Lowers Class F Certs to 'Csf'
FLAGSHIP CREDIT 2019-4: S&P Raises Class E Notes Rating to BB+(sf)
FLAGSHIP CREDIT 2021-2: S&P Assigns Prelim 'BB-' Rating on E Notes
GS MORTGAGE 2014-GC18: Fitch Cuts Rating on 2 Tranches to CCC
GS MORTGAGE-BACKED 2021-NQM1: S&P Assigns B(sf) Rating on B-2 Certs

JP MORGAN 2010-C1: Fitch Affirms D Rating on 4 Tranches
JP MORGAN 2011-C3: Fitch Lowers Rating on 2 Tranches to 'Csf'
JPMCC COMMERCIAL 2017-JP7: Fitch Affirms B Rating on G-RR Certs
MAGNETITE XXII: S&P Assigns BB- (sf) Rating on Class E-R Notes
MONROE CAPITAL XI: S&P Assigns BB- (sf) Rating on Class E Notes

MONROE CAPITAL XI: S&P Assigns Prelim BB- (sf) Rating on E Notes
MORGAN STANLEY 2019-H6: Fitch Affirms B- Rating on J-RR Certs
MORGAN STANLEY 2021-L5: Fitch Assigns Final B- Rating on G Certs
MVW 2021-1W LLC: Fitch Gives 'BB(EXP)' Rating on Class D Notes
MVW 2021-1W: S&P Assigns Prelim BB (sf) Rating on Class D Notes

NEUBERGER BERMAN XXI: Moody's Rates Class E-R2 Notes 'Ba3'
NEW RESIDENTIAL 2021-NQM1R: Fitch Gives B(EXP) Rating on B-2 Debt
NEWREZ WAREHOUSE 2021-1: Moody's Assigns B2 Rating to Cl. E Notes
OCP CLO 2020-18: S&P Assigns BB- (sf) Rating on Class E-R Notes
PREFERRED TERM XXIV: Fitch Affirms C Rating on 3 Tranches

PROSPER MARKETPLACE 2018-2: Moody's Hikes Rating on C Notes to Ba3
UBS COMMERCIAL 2018-C11: Fitch Lowers F-RR Certs to 'CCCsf'
VERTICAL BRIDGE 2018-1: Fitch Affirms BB- Rating on Class F Debt
WELLS FARGO 2012-LC5: Fitch Affirms B Rating on Class F Tranche
WELLS FARGO 2018-C45: Fitch Affirms B- Rating on H-RR Certs

WELLS FARGO 2021-C59: Fitch Assigns Final B- Rating on G-RR Certs
WFRBS COMMERCIAL 2012-C9: Fitch Affirms B Rating on Class F Certs
ZAIS CLO 6: Moody's Hikes Rating on Class D Notes From Ba1
[*] DBRS Reviews 2 Tranches of NRZ MSR-Collateralized Notes
[] S&P Takes Various Actions on 21 Classes From 19 UF RMBS Deals


                            *********

AIG CLO 218-1: Fitch Assigns BB- Rating on Exchangeable Sec. Notes
------------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to AIG CLO
2018-1, LLC.

DEBT                     RATING            PRIOR
----                     ------            -----
AIG CLO 2018-1, LLC

A-1 00140RAA9         LT  PIFsf  Paid In Full   AAAsf
A-1R                  LT  AAAsf  New Rating
A-2R                  LT  AAAsf  New Rating
A-2a 00140RAC5        LT  PIFsf  Paid In Full   AAAsf
A-2b 00140RAL5        LT  PIFsf  Paid In Full   AAAsf
B-R                   LT  NRsf   New Rating
C-R                   LT  NRsf   New Rating
D-R                   LT  NRsf   New Rating
E-R                   LT  NRsf   New Rating
Exchangeable Secured  LT  BB-sf  New Rating
X                     LT  NRsf   New Rating

The exchangeable secured notes consist of underlying components
from the class C-R notes, class D-R notes, E-R notes and the
subordinated notes. The rating of the exchangeable secured notes
addresses the ultimate receipt of the exchangeable secured note
principal balance in accordance with the terms of the documents.

TRANSACTION SUMMARY

AIG CLO 2018-1, LLC (the issuer) is an arbitrage cash flow
collateralized loan obligation (CLO) managed by AIG Credit
Management, LLC that originally closed in January 2019. The CLO's
secured notes were refinanced in whole on May 10, 2021 (the initial
refinancing date) from proceeds of new secured notes. Net proceeds
from the issuance of the secured notes will provide financing on a
portfolio of approximately $497.8 million of primarily first lien,
senior secured leveraged loans.

KEY RATING DRIVERS

Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B/B-', which is in line with that of
recent CLOs. Issuers rated in the 'B' rating category denote a
highly speculative credit quality; however, the A-1R and A-2R notes
benefit from credit enhancement (CE) of 39.0% and 36.0%,
respectively, and standard U.S. CLO structural features. The
exchangeable secured notes are supported by the CE provided by the
underlying component classes.

Asset Security (Positive): The indicative portfolio consists of
98.9% first-lien senior secured loans and has a weighted average
recovery assumption of 75.1%. Fitch stressed the indicative
portfolio by assuming a higher portfolio concentration of assets
with lower recovery prospects and further reduced recovery
assumptions for higher rating stresses.

Portfolio Composition (Positive): The largest three industries may
comprise up to 39.0% of the portfolio balance in aggregate while
the top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity required by industry,
obligor and geographic concentrations is in line with other recent
U.S. CLOs.

Portfolio Management (Neutral): The transaction has a 2.9-year
reinvestment period and reinvestment criteria similar to other U.S.
CLOs. Fitch's analysis was based on a stressed portfolio created by
making adjustments to the indicative portfolio to reflect
permissible concentration limits and collateral quality test
levels.

Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, class A-1R and A-2R notes
can withstand default rates of up to 61.2% and 59.3%, respectively,
assuming portfolio recovery rate of 36.9% in Fitch's 'AAAsf'
scenario. The exchangeable secured notes are expected to pass their
rating hurdle with sufficient cushions.

RATING SENSITIVITIES

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Upgrade scenarios are not applicable to the class A-1R and A
    2R notes, as these notes are in the highest rating category of
    'AAAsf'. Variability in key model assumptions, such as
    increases in recovery rates and decreases in default rates,
    could result in an upgrade. The results under these
    sensitivity scenarios are between 'BBB+sf' and 'AA+sf' for the
    exchangeable secured notes.

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- Variability in key model assumptions, such as decreases in
    recovery rates and increases in default rates, could result in
    a downgrade. Fitch evaluated the notes' sensitivity to
    potential changes in such a metric. The results under these
    sensitivity scenarios are between 'BB+sf' and 'AAAsf' for
    class A-1R, between 'BB+sf' and 'AAAsf' for class A-2R.

Additional Near-Term Stress Scenario

As outlined in "Fitch Ratings Expects to Revise Significant Share
of CLO Outlooks to Stable," dated Jan. 22, 2021, Fitch also applied
a near-term stress scenario to the portfolio that envisages
negative credit migration driven by half of the assets with a
Negative Outlook; this scenario was not used to derive Fitch's
rating action. Under this stress, the class A-1R, A-2R and
exchangeable secured notes can withstand default rates above their
respective Portfolio Credit Model hurdle rates.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

DATA ADEQUACY

The sources of information used to assess these ratings were
provided by the arranger (Credit Suisse Securities (USA) LLC) and
the public domain.


ANGEL OAK 2021-2: Fitch Assigns B(EXP) Rating on Class B-2 Debt
---------------------------------------------------------------
Fitch Ratings has assigned expected ratings to Angel Oak Mortgage
Trust 2021-2 (AOMT 2021-2).

DEBT                 RATING
----                 ------
AOMT 2021-2

A-1       LT AAA(EXP)sf   Expected Rating
A-2       LT AA(EXP)sf    Expected Rating
A-3       LT A(EXP)sf     Expected Rating
M-1       LT BBB-(EXP)sf  Expected Rating
B-1       LT BB(EXP)sf    Expected Rating
B-2       LT B(EXP)sf     Expected Rating
B-3       LT NR(EXP)sf    Expected Rating
XS        LT NR(EXP)sf    Expected Rating
A-IO-S    LT NR(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Fitch expects to rate the residential mortgage-backed certificates
to be issued by Angel Oak Mortgage Trust 2021-2, Mortgage-Backed
Certificates, Series 2021-2 (AOMT 2021-2) as indicated above. The
certificates are supported by 466 loans with a balance of $231.48
million as of the cutoff date. This will be the 14th Fitch-rated
AOMT transaction.

The certificates are secured by mortgage loans that were originated
by Angel Oak Home Loans LLC, Angel Oak Mortgage Solutions LLC and
Angel Oak Prime Bridge LLC (referred to as Angel Oak originators).
Of the loans in the pool, 91.5% are designated as nonqualified
mortgage (Non-QM), and 8.5% are investment properties not subject
to Ability to Repay (ATR) Rule. No loans are designated as QM in
the pool.

There is no Libor exposure in this transaction. All of the loans in
the collateral pool comprise fixed-rate mortgages, and the offered
certificates are fixed rate and capped at the net weighted average
coupon (WAC).

KEY RATING DRIVERS

Non-Prime Credit Quality (Mixed): The collateral consists mainly of
30-year fixed rate fully amortizing loans (98.4%), 40-year fully
amortizing fixed rate with 10-year I/O (1.0%), and 30-year fully
amortizing fixed rate with 10-year I/O (0.5%). The pool is seasoned
approximately seven months in aggregate, as determined by Fitch.
The borrowers in this pool have strong credit profiles with a 740
weighted average (WA) FICO score and 33.6% DTI, as determined by
Fitch, and relatively high leverage with an original CLTV of 76.8%
that translates to a Fitch calculated sLTV of 83%.

Of the pool, 89.6% consists of loans where the borrower maintains a
primary residence, while 10.4% comprises an investor property or
second home; 9.3% of the loans were originated through a retail
channel. Additionally, 91.5% are designated as Non-QM, while the
remaining 8.5% are exempt from QM since they are investor loans.

The pool contains 49 loans over $1 million, with the largest at
$2.8 million. Self-employed non-DSCR borrowers make up 93.4% of the
pool, salaried non-DSCR borrowers make up 2.2% of the pool, and
4.4% of the loans in the pool are investor cash flow DSCR loans.

Approximately 8.5% of the pool comprises loans on investor
properties (4.4% underwritten to the borrowers' credit profile and
4.1% comprising investor cash flow loans). None of the borrowers
have subordinate financing, there are no second lien loans, and
4.3% of borrowers were viewed by Fitch as having a prior credit
event in the past seven years.

One loan in the pool had a deferred balance, which was treated by
Fitch as a second lien and the CLTV for that loan was increased to
account for the amount still being owed on the loan.

Although the credit quality of the borrowers is higher than prior
AOMT transactions, the pool characteristics resemble non-prime
collateral, and therefore, the pool was analyzed using Fitch's
non-prime model.

Geographic Concentration (Negative): Approximately 29.4% of the
pool is concentrated in Florida. The largest MSA concentrations are
in Miami-Fort Lauderdale-Miami Beach, FL (19.6%), followed by Los
Angeles-Long Beach-Santa Ana, CA (13.0%) and Atlanta-Sandy
Springs-Marietta, GA (7.9%). The top three MSAs account for 40.4%
of the pool. As a result, there was a 1.02x payment default (PD)
penalty for geographic concentration.

Loan Documentation (Negative): Approximately 97.5% of the pool was
underwritten to borrowers with less than full documentation. Of
this amount, 92.8% was underwritten to a 12- or 24-month bank
statement program for verifying income, which is not consistent
with Appendix Q standards and Fitch's view of a full documentation
program. To reflect the additional risk, Fitch increases the
probability of default (PD) by 1.5x on the bank statement loans.
Besides loans underwritten to a bank statement program, 0.2% is an
asset depletion product, and 4.4% is DSCR product. The pool does
not have any loans underwritten to a CPA or PnL product, which
Fitch viewed as a positive.

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

Macro or Sector Risks (Positive): Consistent with the "Additional
Scenario Analysis" section of Fitch's "U.S. RMBS
Coronavirus-Related Analytical Assumptions" criteria, Fitch will
consider applying additional scenario analysis based on stressed
assumptions as described in the section to remain consistent with
significant revisions to Fitch's macroeconomic baseline scenario or
if actual performance data indicates the current assumptions
require reconsideration.

In response to revisions made to Fitch's macroeconomic baseline
scenario, observed actual performance data, and the unexpected
development in the health crisis arising from the advancement and
availability of COVID vaccines, Fitch reconsidered the application
of the Coronavirus-related ERF floors of 2.0 and used ERF Floors of
1.5 and 1.0 for the 'BBsf' and 'Bsf' rating stresses, respectively.
Fitch's March 2021 Global Economic Outlook and related base-line
economic scenario forecasts have been revised to a 6.2% U.S. GDP
growth for 2021 and 3.3% for 2022 following a -3.5% GDP growth in
2020. Additionally, Fitch's U.S. unemployment forecasts for 2021
and 2022 are 5.8% and 4.7%, respectively, which is down from 8.1%
in 2020. These revised forecasts support Fitch reverting back to
the 1.5 and 1.0 ERF floors described in Fitch's "U.S. RMBS Loan
Loss Model Criteria."

RATING SENSITIVITIES

Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper market value declines (MVDs) than
assumed at the MSA level. Sensitivity analyses was conducted at the
state and national levels to assess the effect of higher MVDs for
the subject pool as well as lower MVDs, illustrated by a gain in
home prices.

Factor that could, individually or collectively, lead to a positive
rating action/upgrade:

-- This defined positive rating sensitivity analysis demonstrates
    how the ratings would react to positive home price growth of
    10% with no assumed overvaluation. Excluding the senior class,
    which is already rated 'AAAsf', the analysis indicates there
    is potential positive rating migration for all of the rated
    classes. Specifically, a 10% gain in home prices would result
    in a full category upgrade for the rated class excluding those
    being assigned ratings of 'AAAsf'.

Factor that could, individually or collectively, lead to a negative
rating action/downgrade:

-- This defined negative rating 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 41.7% at 'AAA'. The analysis
    indicates that there is some potential rating migration with
    higher MVDs for all rated classes, compared with the model
    projection. Specifically, a 10% additional decline in home
    prices would lower all rated classes by one full category.

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modeling process uses the modification of
these variables to reflect asset performance in up and down
environments. The results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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 AMC, Infinity, and Consolidated Analytics. The
third-party due diligence described in Form 15E focused on three
areas: compliance review, credit review, and valuation review.
Fitch considered this information in its analysis and, as a result,
Fitch did not make any adjustments to its analysis due to the due
diligence findings. Based on the results of the 100% due diligence
performed on the pool, the overall expected loss was reduced by
0.52%.

DATA ADEQUACY

Fitch relied on an independent third-party due diligence review
performed on 100% of the pool. The third-party due diligence was
generally consistent with Fitch's "U.S. RMBS Rating Criteria." AMC,
Consolidated Analytics, and Infinity were engaged to perform the
review. Loans reviewed under this engagement were given compliance,
credit and valuation grades, and assigned initial grades for each
subcategory. Minimal exceptions and waivers were noted in the due
diligence reports. Refer to the Third-Party Due Diligence section
for more detail.

Fitch also utilized data files that were made available by the
issuer on its SEC Rule 17g-5 designated website. Fitch received
loan-level information based on the American Securitization Forum's
(ASF) data layout format, and the data are considered to be
comprehensive. The ASF data tape layout was established with input
from various industry participants, including rating agencies,
issuers, originators, investors and others to produce an industry
standard for the pool-level data in support of the U.S. RMBS
securitization market. The data contained in the ASF layout data
tape were reviewed by the due diligence companies, and no material
discrepancies were noted.

ESG CONSIDERATIONS

AOMT 2021-2 has an ESG Relevance Score of '4+' for Transaction
Parties and Operational Risk. Operational risk is well controlled
in AOMT 2021-2, including strong transaction due diligence and a
'RPS1-' Fitch-rated servicer, which resulted in a reduction in
expected losses. This has a positive impact on the credit profile
and is relevant to the ratings in conjunction with other factors.

For this transaction, Angel Oak Capital Advisors (AOCAS) received a
second party opinion of its Social Bond framework linked to its
sustainability strategy. Fitch reviewed the second party opinion
and concluded that the report's assessment has no additional impact
to the relevance or materiality factors considered in assigning
Fitch's ESG Relevance Scores (ESG.RS). In addition, it had no
impact on Fitch's rating analysis.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is typically a score of '3'. This means ESG
issues are credit neutral or have only a minimal credit impact on
transaction, either due to their nature or the way in which they
are being managed.


ARES LX : Moody's Assigns (P)Ba3 Rating to $22.5MM Class E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to two
classes of notes to be issued by Ares LX CLO Ltd. (the "Issuer" or
"Ares LX").

Moody's rating action is as follows:

US$317,500,000 Class A Senior Floating Rate Notes due 2034 (the
"Class A Notes"), Assigned (P)Aaa (sf)

US$22,500,000 Class E Mezzanine Deferrable Floating Rate Notes due
2034 (the "Class E Notes"), Assigned (P)Ba3 (sf)

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

RATINGS RATIONALE

The rationale for the ratings is based on Moody's methodology and
considers all relevant risks, particularly those associated with
the CLO's portfolio and structure.

Ares LX is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 90.0% of the portfolio must consist of
senior secured loans and eligible investments, and up to 10.0% of
the portfolio may consist of not senior secured loans, including
permitted non-loan assets. Moody's expect the portfolio to be
approximately 75% ramped as of the closing date.

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

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

Par amount: $500,000,000

Diversity Score: 70

Weighted Average Rating Factor (WARF): 3050

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 47.25%

Weighted Average Life (WAL): 9 years

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of corporate assets from a gradual and unbalanced
recovery in U.S. economic activity.

Moody's regard the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

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

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


AVIS BUDGET 2021-1: Moody's Assigns (P)Ba2 Rating to Class D Notes
------------------------------------------------------------------
Moody's Investors Service has assigned ratings of (P)Aaa (sf) to
the Series 2021-1 Class A fixed rate Rental Car Asset Backed Notes,
(P)A2 (sf) to the Series 2021-1 Class B fixed rate Rental Car Asset
Backed Notes, (P)Baa3 (sf) to the Series 2021-1 Class C fixed rate
Rental Car Asset Backed Notes, and (P)Ba2 (sf) to the Series 2021-1
Class D fixed rate Rental Car Asset Backed Notes (together with the
Class A Notes, the Class B Notes and the Class C Notes, the Series
2021-1 Notes) to be issued by Avis Budget Rental Car Funding
(AESOP) LLC (the issuer). The Series 2021-1 Notes will have an
expected final maturity of approximately 62 months. The issuer is
an indirect subsidiary of the sponsor, Avis Budget Car Rental, LLC
(ABCR, B2 negative). ABCR is a subsidiary of Avis Budget Group,
Inc. ABCR is the owner and operator of Avis Rent A Car System, LLC
(Avis), Budget Rent A Car System, Inc. (Budget), Zipcar, Inc,
Payless Car Rental, Inc. (Payless) and Budget Truck.

The complete rating actions are as follows:

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2021-1

Series 2021-1 Rental Car Asset Backed Notes, Class A, Assigned
(P)Aaa (sf)

Series 2021-1 Rental Car Asset Backed Notes, Class B, Assigned
(P)A2 (sf)

Series 2021-1 Rental Car Asset Backed Notes, Class C, Assigned
(P)Baa3 (sf)

Series 2021-1 Rental Car Asset Backed Notes, Class D, Assigned
(P)Ba2 (sf)

RATINGS RATIONALE

The provisional ratings on the Series 2021-1 Notes are based on (1)
the credit quality of the collateral in the form of rental fleet
vehicles, which ABCR uses in its rental car business, (2) the
credit quality of ABCR as the primary lessee and as guarantor under
the operating lease, (3) the track-record and expertise of ABCR as
sponsor and administrator, (4) the available credit enhancement,
which consists of subordination and over-collateralization, (5)
minimum liquidity in the form of cash and/or a letter of credit,
and (6) the transaction's legal structure. The ratings also reflect
(1) a decrease in Moody's mean non-program haircut assumption upon
sponsor default, to 19% from 25%, supported by the strength in used
vehicle prices, and (2) consideration of the vastly improved rental
car market conditions.

The total credit enhancement requirement for the Series 2021-1
Notes will be dynamic, and determined as the sum of (1) 5.00% for
vehicles subject to a guaranteed depreciation or repurchase program
from eligible manufacturers (program vehicles) rated at least Baa3
by Moody's, (2) 8.5% for all other program vehicles, and (3) 12.60%
for non-program (risk) vehicles, in each case, as a percentage of
the outstanding note balance. Dynamic enhancement buckets are lower
compared to other series due to the addition of Class D, but
overall blended credit enhancement is comparable to prior series.
Consequently, the actual required amount of credit enhancement will
fluctuate based on the mix of vehicles in the securitized fleet. As
in prior issuances, the transaction documents stipulate that the
required total enhancement shall include a minimum portion which is
liquid (in cash and/or a letter of credit), sized as a percentage
of the outstanding note balance, rather than fleet vehicles. The
Class A Notes will also benefit from subordination provided by the
Class B, C and D Notes and will represent approximately 27.0% of
the outstanding balance of the Series 2021-1 Notes. The Class B
Notes will benefit from subordination provided by the Class C and D
Notes and will represent approximately 18.0% of the outstanding
balance of the Series 2021-1 Notes. The Class C Notes will benefit
from subordination provided by the Class D Notes and will represent
approximately 12.0% of the outstanding Balance of the Series 2021-1
Notes.

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of corporate assets from a gradual and unbalanced
recovery in US economic activity.

Moody's regard the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

The assumptions Moody's applied in the analysis of this
transaction:

Risk of sponsor default: Moody's assumed a 60% decrease in the
probability of default (from Moody's idealized default probability
tables) implied by the B2 rating of the sponsor. Moody's continues
to assume a 75% probability that ABCR would affirm its lease
payment obligations in the event of a Chapter 11 bankruptcy,
informed by pandemic-driven events that affected the rental car
market (such as the drastic and sudden decline in rental car demand
and the resulting high lease payments for a vastly underutilized
fleet). The assumed high likelihood of lease acceptance recognizes
the strategic importance of the ABS financing platform to ABCR's
operation. In the event of a bankruptcy, ABCR would be more likely
to reorganize under a Chapter 11 bankruptcy filing, as it would
likely realize more value as an ongoing business concern than it
would if it were to liquidate its assets under a Chapter 7 filing.
Furthermore, given the sponsor's competitive position within the
industry and the size of its securitized fleet relative to its
overall fleet, the sponsor is likely to affirm its lease payment
obligations in order to retain the use of the fleet and stay in
business. Moody's arrives at the 60% decrease assuming an 80%
probability Avis would reorganize under a Chapter 11 bankruptcy and
a 75% probability (90% assumed previously) Avis would affirm its
lease payment obligations in the event of Chapter 11.

Disposal value of the fleet: Moody's assumed the following haircuts
to the net book value (NBV) of the vehicle fleet:

Non-Program Haircut upon Sponsor Default -- Mean: 19%

Non-Program Haircut upon Sponsor Default -- Standard Deviation: 6%

Fixed Program Haircut upon Sponsor Default: 10%

Additional Fixed Non-Program Haircut upon Manufacturer Default:
20%

Fleet composition -- Moody's assumed the following fleet
composition (based on NBV of vehicle fleet):

Non-program Vehicles: 90%

Program Vehicles: 10%

Non-program Manufacturer Concentration (percentage, number of
manufacturers, assumed rating):

Aa/A Profile: 20%, 2, A3

Baa Profile: 60%, 3, Baa3

Ba/B Profile: 20%, 1, B1

Program Manufacturer Concentration (percentage, number of
manufacturers, assumed rating):

Aa/A Profile: 0%, 0, A3

Baa Profile: 80%, 2, Baa3

Ba/B Profile: 20%, 1, B1

Manufacturer Receivables: 0%; receivables distributed in the same
proportion as the program fleet (Program Manufacturer Concentration
and Manufacturer Receivables together should add up to 100%)

Correlation: Moody's applied the following correlation
assumptions:

Correlation among the sponsor and the vehicle manufacturers: 10%

Correlation among all vehicle manufacturers: 25%

Default risk horizon -- Moody's assumed the following default risk
horizon:

Sponsor: 5 years

Manufacturers: 1 year

A fixed set of time horizon assumptions, regardless of the
remaining term of the transaction, is used when considering sponsor
and manufacturer default probabilities and the expected loss of the
related liabilities, which simplifies Moody's modeling approach
using a standard set of benchmark horizons.

Detailed application of the assumptions are provided in the
methodology.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Rental Fleet Securitizations" published in July
2020.

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

Up

Moody's could upgrade the ratings of the Series 2021-1 Notes, as
applicable if, among other things, (1) the credit quality of the
lessee improves, (2) the likelihood of the transaction's sponsor
defaulting on its lease payments were to decrease, and (3)
assumptions of the credit quality of the pool of vehicles
collateralizing the transaction were to strengthen, as reflected by
a stronger mix of program and non-program vehicles and stronger
credit quality of vehicle manufacturers.

Down

Moody's could downgrade the ratings of the Series 2021-1 Notes if,
among other things, (1) the credit quality of the lessee weakens,
(2) the likelihood of the transaction's sponsor defaulting on its
lease payments were to increase, (3) the likelihood of the sponsor
accepting its lease payment obligation in its entirety in the event
of a Chapter 11 were to decrease and (4) assumptions of the credit
quality of the pool of vehicles collateralizing the transaction
were to weaken, as reflected by a weaker mix of program and
non-program vehicles and weaker credit quality of vehicle
manufacturers.


BARINGS CLO 2019-II: S&P Assigns BB- (sf) Rating on Class D-R Notes
-------------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A1-R, A2-R,
B-R, C-R, and D-R replacement notes from Barings CLO Ltd.
2019-II/Barings CLO 2019-II LLC, a CLO originally issued in April
2019 that is managed by Barings LLC. On the May 6, 2021,
refinancing date, the proceeds from the class A1-R, A2-R, B-R, C-R,
and D-R replacement note issuances were used to redeem the original
class A-1A, A-2, B, and C notes as outlined in the transaction
document provisions. Therefore, S&P withdrew its ratings on the
original notes following their full redemption.

S&P said, "In line with our criteria, our cash flow scenarios
applied forward-looking assumptions on the expected timing and
pattern of defaults, and recoveries upon default, under various
interest rate and macroeconomic scenarios. In addition, our
analysis considered the transaction's ability to pay timely
interest or ultimate principal, or both, to each of the rated
tranches. The results of the cash flow analysis--and other
qualitative factors as applicable--demonstrated, in our view, that
all of the rated outstanding classes have adequate credit
enhancement available at the rating levels associated with these
rating actions.

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

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

  Ratings Assigned

  Barings CLO Ltd. 2019-II/Barings CLO 2019-II LLC

  Class A1-R, $311.75 million: AAA (sf)
  Class A2-R, $64.25 million: AA (sf)
  Class B-R (deferrable), $29.75 million: A (sf)
  Class C-R (deferrable), $29.75 million: BBB- (sf)
  Class D-R (deferrable), $18.50 million: BB- (sf)
  Subordinated notes, $57.90 million: NR

  Ratings Withdrawn

  Barings CLO Ltd. 2019-II/Barings CLO 2019-II LLC

  Class A-1A to NR from 'AAA (sf)'
  Class A-2 to NR from 'AA (sf)'
  Class B to NR from 'A (sf)'
  Class C to NR from 'BBB- (sf)'
  NR--Not rated.


BENCHMARK 2019-B11 MORTGAGE: Fitch Affirms B- Rating on 2 Tranches
------------------------------------------------------------------
Fitch Ratings has affirmed 18 classes of Benchmark 2019-B11
Mortgage Trust commercial mortgage pass-through certificates,
series 2019-B11. In addition, Fitch has revised the Rating Outlooks
on classes E, F, X-D and X-F to Negative from Stable.

     DEBT               RATING          PRIOR
     ----               ------          -----
Benchmark 2019-B11

A-1 08162BBA9    LT  AAAsf   Affirmed   AAAsf
A-2 08162BBB7    LT  AAAsf   Affirmed   AAAsf
A-3 08162BBC5    LT  AAAsf   Affirmed   AAAsf
A-4 08162BBD3    LT  AAAsf   Affirmed   AAAsf
A-5 08162BBE1    LT  AAAsf   Affirmed   AAAsf
A-S 08162BBJ0    LT  AAAsf   Affirmed   AAAsf
A-SB 08162BBF8   LT  AAAsf   Affirmed   AAAsf
B 08162BBK7      LT  AA-sf   Affirmed   AA-sf
C 08162BBL5      LT  A-sf    Affirmed   A-sf
D 08162BAJ1      LT  BBBsf   Affirmed   BBBsf
E 08162BAL6      LT  BBB-sf  Affirmed   BBB-sf
F 08162BAN2      LT  BB-sf   Affirmed   BB-sf
G 08162BAQ5      LT  B-sf    Affirmed   B-sf
X-A 08162BBG6    LT  AAAsf   Affirmed   AAAsf
X-B 08162BBH4    LT  A-sf    Affirmed   A-sf
X-D 08162BAA0    LT  BBB-sf  Affirmed   BBB-sf
X-F 08162BAC6    LT  BB-sf   Affirmed   BB-sf
X-G 08162BAE2    LT  B-sf    Affirmed   B-sf

KEY RATING DRIVERS

Increased Loss Expectations: While the majority of the pool
continues to exhibit stable performance, overall loss expectations
have increased slightly since issuance due to declining performance
on the Fitch Loans of Concern (FLOC) that have been affected by the
slowdown in economic activity related to the coronavirus pandemic.
The 10 FLOCs (19.3% of pool) include four specially serviced loans
(6.6%). Fitch's current ratings incorporate a base case loss of
3.90%. The Negative Outlooks reflect losses that could reach 5.60%
when factoring in additional coronavirus-related stresses.

The largest contributor to overall loss expectations is the
Greenleaf at Howell loan (2.4%), which is secured by a 227,045-sf
retail center located adjacent to the heavily trafficked retail
corridor of Route 9 in Howell, NJ. The loan transferred to special
servicing in September 2020 for imminent monetary default due to
the coronavirus pandemic and was over 90 days delinquent as of
April 2021. The borrower has requested pandemic-related forbearance
which is currently being evaluated and negotiations between the
special servicer and borrower are ongoing.

The property is anchored by BJ'S Wholesale Club (39.6% of NRA
leased through January 2035) and major tenants include LA Fitness
(16.2%; May 2030) and Five Star Climbzone (11.2%; June 2029).
According to media reports, the XScape Cinemas movie theater
(24.8%) at the property permanently closed due to the pandemic in
fall 2020, ahead of its scheduled April 2031 lease expiration.
Current occupancy is estimated to be approximately 75% after the
closure of the theater, down from 99.4% reported on the December
2020 rent roll and 100% in December 2019.

The servicer has not provided any information on this closure or
the status of the remaining rent obligations for XScape Cinemas.
The tenant represented approximately 35% of total base rents as of
the December 2020 rent roll.

The next largest contributor to losses is the SWVP Portfolio loan
(4.6%), which is secured by a portfolio of four full-service hotels
located in New Orleans, LA; Sunrise, FL; Charlotte, NC; and Durham,
NC. This FLOC was flagged for declining performance as a result of
the coronavirus pandemic. YE 2020 portfolio-level NOI fell
significantly to $1.3 million from $22.2 million as of YE 2019 and
$23.9 million at issuance. One of the underlying hotel properties,
DoubleTree RTP in Durham, NC (13.4% of allocated loan balance),
reported negative NOI for 2020.

As of TTM December 2020, the portfolio reported an average
occupancy, ADR, and RevPAR of 34.1%, $128, and $43, respectively,
compared with 80.1%, $150, and $121 as of TTM January 2019 at the
time of issuance.

The next largest contributor to losses is the Arbor Hotel Portfolio
loan (4.6%), which is secured by a portfolio of six hotels (five
limited service and one select service) totaling 815 rooms located
throughout five states and five separate markets (Salt Lake City,
UT; Santa Barbara, CA; Boston, MA; Minneapolis, MN; Dallas, TX).
The borrower has requested coronavirus relief, and Fitch has
concerns surrounding the pandemic's impact on hotel property
performance.

According to the servicer, a forbearance agreement was executed in
August 2020 whereby the borrower may defer FF&E reserve deposits
and utilize current FF&E deposits to pay debt service for the
subsequent three months. As of April 2021, the special servicer was
reviewing an additional request for relief submitted by the
borrower. The borrower has not reported updated financials or
provided STR reports for the hotels in the portfolio since
issuance.

Minimal Change to Credit Enhancement: As of the April 2021
distribution date, the pool's aggregate principal balance has paid
down by 0.3% to $1.095 billion from $1.099 billion at issuance.
There are 23 full-term, interest-only loans (77% of pool), and six
loans (8.7%) still have a partial interest-only component during
their remaining loan term, compared with nine loans (10.5%) at
issuance. From securitization to maturity, the pool is projected to
pay down by only 3.5%.

Additional Stresses Applied due to Coronavirus Exposure: Loans
secured by hotel, multifamily and retail properties represent
14.9%, 14.4% and 6% of the pool, respectively. Fitch's analysis
applied additional coronavirus-related stresses on three hotel
loans (10.4%), one multifamily loan (0.7%) and one retail loan (1%)
to account for potential cash flow disruptions; these additional
stresses contribute to the Negative Outlooks.

Credit Opinion Loans: Five loans representing 28.4% of the pool
received investment-grade credit opinions on a standalone basis at
issuance. ILPT Hawaii Portfolio (7.1% of the pool) received a
credit opinion of 'BBBsf' on a standalone basis. 3 Columbus Circle
(9.1%), 101 California (4.6%), Moffett Towers II - Building 5
(3.9%) and Newport Corporate Center (3.7%) each received standalone
credit opinions of 'BBB-sf'.

RATING SENSITIVITIES

The Negative Outlooks on classes E, F, G, X-D, X-F and X-G reflect
concerns surrounding the ultimate impact of the pandemic and the
performance concerns associated with the FLOCs. The Stable Outlooks
on classes A-1, A-2, A-3, A-4, A-5, A-SB, A-S, B, C, D, X-A and X-B
reflect the increasing credit enhancement, relatively stable
performance of the majority of the pool, and expected continued
amortization.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance, particularly on the
    FLOCs, coupled with paydown and/or defeasance. Upgrades to
    classes B, C, and X-B may occur with significant improvement
    in CE and/or defeasance, and with the stabilization of
    performance on the FLOCs and/or the properties affected by the
    coronavirus pandemic, including the Greenleaf at Howell, SWVP
    Portfolio and Arbor Hotel Portfolio loans.

-- Upgrades to classes D, E, and X-D would also consider these
    factors, but would be limited based on sensitivity to
    concentrations or the potential for future concentration.
    Classes would not be upgraded above 'Asf' if there is
    likelihood for interest shortfalls. Upgrades to classes F, G,
    X-F and X-G are not likely unless resolution of the specially
    serviced loans is better than expected and performance of the
    remaining pool is stable, and/or properties vulnerable to the
    pandemic return to pre-pandemic levels and there is sufficient
    CE to the classes.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in pool-level losses from underperforming or
    specially serviced loans. Downgrades to classes A-1, A-2, A-3,
    A-4, A-5, A-SB, A-S, X-A and B are not considered likely due
    to their position in the capital structure but may occur
    should interest shortfalls affect these classes. Downgrades to
    classes C, X-B, D and X-D may occur should expected losses for
    the pool increase substantially, all of the loans susceptible
    to the coronavirus pandemic suffer losses, particularly the
    Greenleaf at Howell, SWVP Portfolio and Arbor Hotel Portfolio
    loans, which would erode credit enhancement.

-- Downgrades to classes E, F, G, X-F and X-G would occur should
    overall pool loss expectations increase from continued
    performance decline of the FLOCs, loans susceptible to the
    pandemic not stabilize, additional loans default or transfer
    to special servicing and/or higher losses incur on the
    specially serviced loans than expected.

In addition to its baseline scenario, Fitch also envisions a
downside scenario in which the health crisis is prolonged beyond
2021. Should this scenario play out, additional classes may be
assigned Negative Outlooks and/or classes with Negative Outlooks
may be downgraded one or more categories.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


BLUEMOUNTAIN CLO XXIV: S&P Assigns BB-(sf) Rating on E-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-R, B-R, C-R,
D-1-R, D-2-R, and E-R replacement notes from Bluemountain CLO XXIV
Ltd./Bluemountain CLO XXIV LLC, a CLO managed by Assured Investment
Management LLC, a wholly owned subsidiary of Assured Guaranty Ltd.
This is a reset of its 2019 transaction.

On the May 6, 2021, refinancing date, the proceeds from the
replacement notes were used to redeem the original notes. At that
time, S&P withdrew its ratings on the original notes and assigned
ratings to the replacement notes.

The replacement notes were issued via a supplemental indenture,
which outlines the terms of the replacement notes. According to the
supplemental indenture:

-- The replacement class A-R notes were issued at a lower spread
over three-month LIBOR to replace the current class A-1 and A-2
notes.

-- The replacement notes were issued at lower floating spread to
replace the current floating spreads.

-- The stated maturity of the notes was extended by three years.

-- The reinvestment period was extended by two years.

-- The workout loan provisions were modified.

-- Of the identified underlying collateral obligations. 100.00%
have credit ratings assigned by S&P Global Ratings.

-- Of the identified underlying collateral obligations, 97.10%
have recovery ratings assigned by S&P Global Ratings.

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

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

  Ratings Assigned

  Bluemountain CLO XXIV Ltd./Bluemountain CLO XXIV LLC

  Class A-R, $320.00 million: AAA (sf)
  Class B-R, $60.00 million: AA (sf)
  Class C-R (deferrable), $30.00 million: A (sf)
  Class D-1-R (deferrable), $25.00 million: BBB (sf)
  Class D-2-R (deferrable), $5.00 million: BBB- (sf)
  Class E-R (deferrable), $18.75 million: BB- (sf)
  Subordinated notes, $51.40: Not rated

  Ratings Withdrawn

  Bluemountain CLO XXIV Ltd./Bluemountain CLO XXIV LLC

  Class A-1 to not rated from 'AAA (sf)'
  Class B to not rated from 'AA (sf)'
  Class C to not rated from 'A (sf)'
  Class D to not rated from 'BBB- (sf)'
  Class E to not rated from 'BB- (sf)'


BLUEMOUNTAIN CLO XXIV: S&P Assigns Prelim BB- Rating on E-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the class
A-R, B-R, C-R, D-1-R, D-2-R, and E-R replacement notes from
Bluemountain CLO XXIV Ltd./Bluemountain CLO XXIV LLC, a CLO managed
by Assured Investment Management LLC, a wholly owned subsidiary of
Assured Guaranty Ltd. This is a proposed reset of its 2019
transaction.

The preliminary ratings are based on information as of May 5, 2021.
Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

On the May 6, 2021, refinancing date, the proceeds from the
replacement notes will be used to redeem the original notes. S&P
said, "At that time, we expect to withdraw our ratings on the
original notes and assign ratings to the replacement notes.
However, if the refinancing doesn't occur, we may affirm our
ratings on the original notes and withdraw our preliminary ratings
on the replacement notes."

The replacement notes will be issued via a proposed supplemental
indenture, which outlines the terms of the replacement notes.
According to the proposed supplemental indenture:

-- The replacement class A-R notes are expected to be issued at a
lower spread over three-month LIBOR to replace the current class
A-1 and A-2 notes.

-- The replacement notes are all expected to be issued at lower
floating spread to replace the current floating spreads.

-- The stated maturity of the notes is being extended by three
years

-- The reinvestment period is being extended by two years

-- The workout loan provisions were modified

-- 100% of the identified underlying collateral obligations have
credit ratings assigned by S&P Global Ratings.

-- 97.10% of the identified underlying collateral obligations have
recovery ratings assigned by S&P Global Ratings.

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

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

  Preliminary Ratings Assigned

  Bluemountain CLO XXIV Ltd./Bluemountain CLO XXIV LLC

  Class A-R, $320.00 million: AAA (sf)
  Class B-R, $60.00 million: AA (sf)
  Class C-R (deferrable), $30.00 million: A (sf)
  Class D-1-R (deferrable), $25.00 million: BBB (sf)
  Class D-2-R (deferrable), $5.00 million: BBB- (sf)
  Class E-R (deferrable), $18.75 million: BB- (sf)
  Subordinated notes, $51.40: not rated



CANYON CAPITAL 2021-2: Moody's Gives Ba3 Rating on $19.5MM E Notes
------------------------------------------------------------------
Moody's Investors Service has assigned ratings to eight classes of
notes issued by Canyon Capital CLO 2021-2, Ltd. (the "Issuer" or
"Canyon 2021-2").

Moody's rating action is as follows:

US$3,000,000 Class X Senior Secured Floating Rate Notes due 2034
(the "Class X Notes"), Definitive Rating Assigned Aaa (sf)

US$240,000,000 Class A-1 Senior Secured Floating Rate Notes due
2034 (the "Class A-1 Notes"), Definitive Rating Assigned Aaa (sf)

US$23,000,000 Class A-2 Senior Secured Floating Rate Notes due 2034
(the "Class A-2 Notes"), Definitive Rating Assigned Aaa (sf)

US$39,000,000 Class B-1 Senior Secured Floating Rate Notes due 2034
(the "Class B-1 Notes"), Definitive Rating Assigned Aa2 (sf)

US$10,400,000 Class B-2 Senior Secured Fixed Rate Notes due 2034
(the "Class B-2 Notes"), Definitive Rating Assigned Aa2 (sf)

US$19,500,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2034 (the "Class C Notes"), Definitive Rating Assigned A2 (sf)

US$25,700,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2034 (the "Class D Notes"), Definitive Rating Assigned Baa3
(sf)

US$19,500,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2034 (the "Class E Notes"), Definitive Rating Assigned Ba3
(sf)

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

RATINGS RATIONALE

The rationale for the ratings is based on Moody's methodology and
considers all relevant risks, particularly those associated with
the CLO's portfolio and structure.

Canyon 2021-2 is a managed cash flow CLO. The issued notes will be
collateralized primarily by broadly syndicated senior secured
corporate loans. At least 90% of the portfolio must consist of
first lien senior secured loans, cash, and eligible investments,
and up to 10% of the portfolio may consist of collateral
obligations that are not first lien senior secured loans, provided
that not more than 5% may consist of senior secured bonds, senior
unsecured bonds and senior secured notes, and not more than 2.5%
may consist of senior unsecured bonds. The portfolio is
approximately 100% ramped as of the closing date.

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

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

Par amount: $411,000,000

Diversity Score: 65

Weighted Average Rating Factor (WARF): 2772

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 4%

Weighted Average Recovery Rate (WARR): 47.0%

Weighted Average Life (WAL): 9 years

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of corporate assets from a gradual and unbalanced
recovery in U.S. economic activity.

Moody's regard the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

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

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


CARLYLE US 2021-4: S&P Assigns Prelim BB- (sf) Rating on E Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Carlyle US
CLO 2021-4 Ltd./Carlyle US CLO 2021-4 LLC's floating- and
fixed-rate notes.

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

The preliminary ratings are based on information as of May 4, 2021.
Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

-- The diversification of the collateral pool;

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

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

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

  Preliminary Ratings Assigned

  Carlyle US CLO 2021-4 Ltd./Carlyle US CLO 2021-4 LLC

  Class A-1, $276.000 million: AAA (sf)
  Class A-2, $18.400 million: Not rated
  Class B-1, $40.550 million: AA (sf)
  Class B-2, $14.650 million: AA (sf)
  Class C (deferrable), $27.600 million: A (sf)
  Class D (deferrable), $27.600 million: BBB- (sf)
  Class E (deferrable), $18.400 million: BB- (sf)
  Subordinated notes, $43.622 million: Not rated



CD MORTGAGE 2016-CD1: Fitch Assigns B- Rating on 2 Tranches
-----------------------------------------------------------
Fitch Ratings has affirmed all classes and Rating Outlooks of
German America Capital Corp.'s CD Mortgage Securities Trust
2016-CD1 commercial mortgage pass-through certificates.

    DEBT                RATING          PRIOR
    ----                ------          -----
CD 2016-CD1

A-2 12514MAZ8    LT  AAAsf   Affirmed   AAAsf
A-3 12514MBB0    LT  AAAsf   Affirmed   AAAsf
A-4 12514MBC8    LT  AAAsf   Affirmed   AAAsf
A-M 12514MBE4    LT  AAAsf   Affirmed   AAAsf
A-SB 12514MBA2   LT  AAAsf   Affirmed   AAAsf
B 12514MBF1      LT  AA-sf   Affirmed   AA-sf
C 12514MBG9      LT  A-sf    Affirmed   A-sf
D 12514MAL9      LT  BBB-sf  Affirmed   BBB-sf
E 12514MAN5      LT  BB-sf   Affirmed   BB-sf
F 12514MAQ8      LT  B-sf    Affirmed   B-sf
X-A 12514MBD6    LT  AAAsf   Affirmed   AAAsf
X-B 12514MAA3    LT  A-sf    Affirmed   A-sf
X-C 12514MAC9    LT  BBB-sf  Affirmed   BBB-sf
X-D 12514MAE5    LT  BB-sf   Affirmed   BB-sf
X-E 12514MAG0    LT  B-sf    Affirmed   B-sf

KEY RATING DRIVERS

Pool Performance in Line with Expectations: Loss projections have
increased slightly due to recent defaults and net operating income
(NOI) deterioration in the pool over the past year. These changes,
however, have been largely in line with Fitch's expectations at the
last rating action based on the social and market disruption
related to the pandemic. Fourteen loans (46.9% of the pool) are
flagged as Fitch Loans of concern (FLOCs), including five loans
(12.0% of the pool) that are in special servicing.

Fitch's current ratings incorporate a base case loss of 4.80%. The
Negative Outlooks on classes E and F reflect losses that could
reach 6.51% when factoring additional pandemic-related stresses and
potential outsized losses on the Birch Run Premium Outlets loan.

Expected losses continue to be driven by the 401 South State Street
loan (2.3% of the pool). The collateral consists of 487,000 sf of
office space between two buildings located at 418 South Wabash and
401 South State Streets in Chicago's South Loop submarket. The
property was previously 75% occupied by a single tenant, Robert
Morris College.

In early 2020, the tenant defaulted on its lease and vacated ahead
of the June 2024 lease expiration. Robert Morris College's
acquisition by Chicago-based Roosevelt University appears to
coincide with the timing of the move-out. The loan became
delinquent in June 2020 and was transferred to special servicing. A
servicer site inspection dated July 2020 indicates that the
property is in good condition. The subject is now under
receivership and the special servicer is pursuing foreclosure.
Fitch's modeled loss is based on a dark value analysis against the
whole loan balance.

Improved Credit Enhancement: One loan was repaid since the last
rating action, contributing $40 million in principal paydown to the
trust in addition to scheduled amortization. The resulting improved
subordination has offset some of the concern related to the
increased loss projection. As of the April 2021 distribution, the
pool's aggregate balance has been reduced by 9.7% to $635.3 million
from $703.2 million at issuance. Thirty-one of the original 32
loans remain outstanding and there are no scheduled maturities
until 2025. Four loans representing 31.2% of the pool are full term
interest-only.

Alternative Loss Considerations: Fitch ran an additional
sensitivity scenario, which assumed a potential outsized loss of
15% on Birch Run Premium Outlets (6.8% of the pool). The loan is
secured by a regional outlet mall in Birch Run, MI approximately 85
miles north of Detroit. This is a FLOC due to occupancy and NOI
decline. According to a June 2020 rent roll, occupancy slipped to
83.1% from 85.8% at YE 2019 and 87% at issuance. The annualized NOI
DSCR for September 2020 dipped slightly to 2.98x from 3.11x at YE
2019. The change in NOI is primarily related to increased operating
expenses. Updated sales were requested but not received. The
property's sales at YE2018 were $355 psf for inline space.
Additionally, leases representing approximately 35% of the NRA are
scheduled to roll by YE2021 per the June 2020 rent roll. The loan
has never been delinquent and did not request any COVID relief.

In the base case analysis, Fitch applied a 20% haircut to the YE
2019 NOI due to the significant upcoming rollover and the potential
for further declines in performance. Fitch's analysis also included
an additional sensitivity which assumed a 15% loss to address the
potential for outsized losses given the property type and ongoing
concerns with the retail sector. The loan is sponsored by Simon.

The sensitivity analysis contributed to maintaining the Negative
Outlooks.

Exposure to Coronavirus: Four loans (8.2% of the pool) are secured
by hotel properties, all of which are flagged as FLOCs. Eight loans
(19.2% of the pool) are secured by retail properties, including two
regional malls. Fitch applied additional stresses to three hotel
loans and two retail loans totaling 7.7% of the pool to account for
potential cash flow disruptions due to the coronavirus pandemic;
these additional stresses contributed to maintaining the Negative
Outlooks.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved performance coupled with pay down and/or
    defeasance. An upgrade to classes B and C would occur with
    significant improvement in credit enhancement (CE) and/or
    defeasance; however, adverse selection, increased
    concentrations and further underperformance of the FLOCs or
    loans expected to be negatively affected by the coronavirus
    pandemic could cause this trend to reverse. An upgrade of
    class D would also take into account those factors, but be
    limited based on sensitivity to concentrations or the
    potential for future concentration.

-- Classes would not be upgraded above 'Asf' if there is
    likelihood for interest shortfalls. Upgrades to classes E and
    F are not likely until the later years in a transaction and
    only if the performance of the remaining pool is stable and/or
    properties vulnerable to the coronavirus return to pre
    pandemic levels, and there is sufficient CE to the classes.

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in pool level losses from underperforming loans.
    Downgrades to the classes rated 'AAAsf' are not considered
    likely due to the position in the capital structure, but may
    occur at 'AAAsf' or 'AA-sf' should interest shortfalls occur.
    Downgrades to classes C and D are possible if the larger FLOCs
    realize outsized losses. Downgrades to classes E and F are
    possible with additional loan defaults, should the performance
    of FLOCs decline further and/or the loans vulnerable to the
    coronavirus pandemic fail to stabilize.

In addition to its baseline scenario, Fitch also envisions a
downside scenario where the health crisis is prolonged beyond 2021;
should this scenario play out, Fitch expects that a greater
percentage of classes may be assigned a Negative Outlook or those
with Negative Outlooks will be downgraded one or more categories.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


CEDAR FUNDING XIV: S&P Assigns Prelim BB- (sf) Rating on E Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Cedar
Funding XIV CLO Ltd./Cedar Funding XIV CLO LLC's floating-rate
notes.

The note issuance is a CLO transaction governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' and lower) senior secured term
loans.

The preliminary ratings are based on information as of May 5, 2021.
Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

-- The diversification of the collateral pool;

-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;

-- The experience of the collateral manager, which can affect the
performance of the rated notes through portfolio management; and

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

  Preliminary Ratings Assigned

  Cedar Funding XIV CLO Ltd./Cedar Funding XIV CLO LLC

  Class A, $256.00 million: AAA (sf)
  Class B, $48.00 million: AA (sf)
  Class C (deferrable), $24.00 million: A (sf)
  Class D (deferrable), $24.00 million: BBB- (sf)
  Class E (deferrable), $14.60 million: BB- (sf)
  Subordinated notes, $42.79 million: Not rated


COLUMBIA CENT 28: S&P Affirms 'B (sf)' Rating on Class D Notes
--------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1-R, A-2-R,
and B-R replacement notes from Columbia Cent CLO 28 Ltd./Columbia
Cent CLO 28 LLC, a CLO that is managed by RiverSource Investments
LLC. At the same time, S&P withdrew its ratings on the class A-1,
A-2, and B notes following payment in full on the May 7, 2021,
refinancing date. The class A-1J, C, and D notes were not affected
by this amendment. S&P affirmed its ratings on the class C and D
notes (S&P did not rate the class A-1-J notes).

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

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

  Ratings Assigned

  Columbia Cent CLO 28 Ltd./Columbia Cent CLO 28 LLC

  Class A-1-R, $274.88 million: AAA (sf)
  Class A-2-R, $54.00 million: AA (sf)
  Class B-R, $27.00 million: A (sf)

  Ratings Affirmed

  Columbia Cent CLO 28 Ltd./Columbia Cent CLO 28 LLC

  Class C: BBB- (sf)
  Class D: B (sf)

  Ratings Withdrawn

  Columbia Cent CLO 28 Ltd./Columbia Cent CLO 28 LLC

  Class A-1: to NR from 'AAA (sf)'
  Class A-2: to NR from 'AA (sf)'
  Class B: to NR from 'A (sf)'

  Other Outstanding Notes

  Columbia Cent CLO 28 Ltd./Columbia Cent CLO 28 LLC

  Class A-1J notes: NR
  Subordinated notes: NR

  NR--Not rated.



COMM 2014-CCRE19: Fitch Affirms BB Rating on Class E Debt
---------------------------------------------------------
Fitch Ratings has affirmed 11 classes of COMM 2014-CCRE19 Mortgage
Trust.

    DEBT                RATING          PRIOR
    ----                ------          -----
COMM 2014-CCRE19

A-4 12592GBC6    LT  AAAsf   Affirmed   AAAsf
A-5 12592GBD4    LT  AAAsf   Affirmed   AAAsf
A-M 12592GBF9    LT  AAAsf   Affirmed   AAAsf
A-SB 12592GBB8   LT  AAAsf   Affirmed   AAAsf
B 12592GBG7      LT  AA-sf   Affirmed   AA-sf
C 12592GBJ1      LT  A-sf    Affirmed   A-sf
D 12592GAG8      LT  BBB-sf  Affirmed   BBB-sf
E 12592GAJ2      LT  BBsf    Affirmed   BBsf
PEZ 12592GBH5    LT  A-sf    Affirmed   A-sf
X-A 12592GBE2    LT  AAAsf   Affirmed   AAAsf
X-B 12592GAA1    LT  AA-sf   Affirmed   AA-sf

KEY RATING DRIVERS

Stable Performance and Loss Expectations: Overall pool performance
and loss expectations have remained relatively stable since Fitch's
last rating action. Fitch's current ratings incorporate a base case
loss of 3.80%. The Negative Rating Outlook on class E reflects
losses that could reach 8.90% when factoring additional
pandemic-related stresses and a potential outsized loss on the
Bridgepoint Tower and Cipriani Manhattan Portfolio loans.

Fitch Loans of Concern/Specially Serviced Loans: There are 13 Fitch
Loans of Concern (FLOCs; 30.5% of pool), including five loans in
special servicing (10.8%).

The largest loan, Bridgepoint Tower, which is secured by a
273,764-sf LEED-certified office property located in San Diego, CA,
was flagged as a FLOC due to the single tenant vacating the
property. In April 2019, Bridgepoint Education announced plans to
relocate its headquarters from the subject property to Chandler, AZ
and change its name to Zovio. The relocation began in Summer 2019.
In May 2020, the servicer confirmed Bridgepoint Education extended
the lease for a portion of space at the property (50,023 sf; 18.3%
of NRA) through Dec. 31, 2020, with an option to terminate on June
1. The original lease for the entire property had expired in
February 2020.

The loan was structured with a rollover reserve at issuance, as
well as a cash flow sweep since the tenant did not exercise renewal
within 10 months of lease expiration. As of April 2021, the
rollover reserve had a balance of $5.2 million. A new tenant,
AppFolio, is expected to lease 26,399 sf (9.6% of NRA), with
occupancy scheduled for January 2022.

The largest specially serviced loan, Cipriani Manhattan Portfolio
(6.4%), which is secured by two commercial condominium interests
located at 55 Wall Street (81,145 sf) and 110 East 42nd Street
(71,308 sf) in Manhattan, NY, transferred to special servicing in
July 2020 due to imminent default. Both banquet halls, which are
owner occupied and derive the majority of their income from hosting
banquets and events, have incurred significant loss of revenue due
to business restrictions and event cancellations through 2020 and
2021 as a result of the coronavirus pandemic. Per the servicer as
of April 2021, both banquet halls remain closed due to NYC health
restrictions and will soon be reopening under limited capacity.

Increased Credit Enhancement (CE): As of the April 2021 remittance
reporting, the pool's aggregate balance had been reduced by 27.9%
to $846.2 million from $1.17 billion at issuance. Two previously
specially serviced loans, 1503 North Cedar and Autumn Chase
Apartments, were repaid in full since the last rating action. Three
loans (8.9% of pool) are full-term, interest-only, and the
remaining 55 loans (91.1%) are amortizing. Ten loans (14%) are
fully defeased, up from eight loans (10.6%) at Fitch's last rating
action. All the non-specially serviced loans mature in 2024.
Realized losses to date total $3.04 million (0.26% of original
pool).

Additional Stresses Applied due to Coronavirus Exposure: Eleven
loans (18.4%) are secured by hotel properties and 11 loans (20.7%)
are secured by retail properties. Fitch applied additional
coronavirus-related stresses to 10 hotel loans (17.8%) and five
retail loans (12.2%); these additional stresses contributed to the
Negative Rating Outlook on class E.

Alternative Loss Considerations: Fitch performed an additional
sensitivity that assumed a potential outsized loss of 15% to the
Bridgepoint Tower loan (8.1%), given the vacating single tenant and
limited positive leasing momentum, and a 25% loss to the specially
serviced Cipriani Manhattan Portfolio loan (6.4%), given concerns
with the sponsor's ability to restart business operations after the
pandemic; these additional stresses contributed to the Negative
Rating Outlook on class E.

RATING SENSITIVITIES

The Negative Rating Outlook on class E reflects the potential for
downgrade due to the additional sensitivity analysis on the
Bridgepoint Tower and Cipriani Manhattan Portfolio loans, as well
as concerns associated with the performance of the FLOCs and
ultimate impact of the coronavirus pandemic. The Stable Rating
Outlooks on classes A-4, A-5, A-SB, A-M, B, PEZ, C, D, X-A and X-B
reflect increased CE and expected continued amortization.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance, coupled with pay down
    and/or defeasance.

-- Upgrades to classes B, PEZ, C and X-B would only occur with
    significant improvement in CE and/or defeasance and with the
    stabilization of performance on the properties affected by the
    pandemic and the FLOCs, particularly Bridgepoint Tower and
    Cipriani Manhattan Portfolio; however, adverse selection and
    increased concentrations could cause this trend to reverse.

-- An upgrade to class D would also take into account these
    factors, but would be limited based on sensitivity to
    concentrations or the potential for future concentration.
    Classes would not be upgraded above 'Asf' if interest
    shortfalls are likely.

-- An upgrade to class E is not likely until the later years in
    the transaction and only if the performance of the remaining
    pool is stable and/or properties vulnerable to the coronavirus
    return to pre-pandemic levels, and there is sufficient CE. The
    Rating Outlook on class E may be revised back to Stable from
    Negative with stabilized performance on the Bridgepoint Tower
    and/or Cipriani Manhattan Portfolio loans.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in pool-level losses from underperforming or
    specially serviced loans/assets. Downgrades to classes A-4, A
    5, A-SB, A-M and X-A are not likely due to their position in
    the capital structure, but may occur should interest
    shortfalls affect these classes.

-- Downgrades to classes B, PEZ, C, D and X-B are possible should
    expected losses for the pool increase significantly, all the
    loans affected by the coronavirus takes a loss and/or the
    Bridgepoint Tower and/or Cipriani Manhattan portfolio loans
    incur outsized losses, which would erode CE.

-- Downgrades to class E is possible if the performance of the
    FLOCs or loans susceptible to the coronavirus pandemic does
    not stabilize and/or additional loans default or transfer to
    special servicing.

In addition to its baseline scenario related to the coronavirus,
Fitch also envisions a downside scenario where the health crisis is
prolonged beyond 2021; should this scenario play out, Fitch expects
additional negative rating actions, including further downgrades
and/or Negative Rating Outlook revisions.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


DBJPM 2016-SFC: S&P Lowers Class D Certs Rating to 'BB (sf)'
------------------------------------------------------------
S&P Global Ratings lowered its ratings on the class C and D
commercial mortgage pass-through certificates from DBJPM 2016-SFC
Mortgage Trust, a U.S. CMBS transaction. At the same time, S&P
affirmed its ratings on three other classes from the same
transaction.

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

Rating Actions

S&P said, "The rating actions reflect our re-valuation of the
regional mall and office property securing the mortgage whole loan,
a portion of which backs the stand-alone transaction. Specifically,
the downgrades on classes C and D reflect our lower expected-case
valuation, which declined 20.4% from our issuance level and our
last review in May 2019. This is driven largely by a lower S&P
Global Ratings sustainable net cash flow (NCF) (down 13.3% since
our last review and issuance) to account for the decline in
servicer-reported NCF due primarily to the negative impact of the
COVID-19 pandemic as well as the lower-than-expected
servicer-reported NCF in the last three years prior to the pandemic
and the application of a higher S&P Global Ratings' capitalization
rate on the retail mall component. Using an S&P Global Ratings NCF
of $42.6 million and an S&P Global Ratings capitalization rate of
6.75%, we derived an S&P Global Ratings expected-case value of
$631.0 million or $794 per sq. ft. This yielded an S&P Global
Ratings loan-to-value ratio of 88.4% on the whole loan balance.

"While the model-indicated ratings were lower than the classes'
current rating levels, we affirmed our ratings on classes A and B
and tempered our downgrades on classes C and D. We weighted
qualitative considerations such as the collateral's prime and
desirable location, the senior/junior loan components supporting
the trust balances, the classes' positions in the waterfall, the
significant market value decline that would be needed before these
classes experience losses and the possibility that the collateral
property stabilizes and performs better than our expectations by
the loan's maturity date in August 2026. We also considered that
the property is open and operational, the loan is current through
its April 2021 debt service payment, and the borrower has not
reached out for COVID-19 forbearance relief.

"We affirmed our rating on the class X-A interest-only (IO)
certificates based on our criteria for rating IO securities, in
which the rating on the IO security would not be higher than that
of the lowest rated reference class. Class X-A's notional amount
references classes A and B."

Transaction Summary

This is a stand-alone (single borrower) transaction backed by a
portion of a fixed-rate, IO mortgage whole loan secured by the
borrower's fee simple and leasehold interests in Westfield San
Francisco Centre and San Francisco Emporium, a 1.45 million-sq.-ft.
mixed-use (retail mall/office) property (of which 794,521 sq. ft.
serves as collateral) in San Francisco. The retail mall comprises
1.2 million sq. ft., of which 553,366 sq. ft. serves as collateral.
The mall is anchored by Nordstrom (312,000 sq. ft.; 'BB+/Stable')
and Bloomingdale's (338,928 sq. ft.; not rated by S&P Global
Ratings), both of which are non-collateral. The remaining 241,155
sq. ft. consists of class B office space that is 52.0% leased to
San Francisco State University until Dec. 31, 2021.

As of the April 12, 2021, trustee remittance report, the IO
mortgage loan has a trust balance of $306.9 million and a whole
loan balance of $558.0 million, unchanged from issuance and the
last review. The whole loan comprises 28 promissory notes: eight
senior pari passu A notes totaling $182.0 million in the trust, 16
senior pari passu A notes totaling $251.1 million held outside the
trust, and four junior B notes totaling $124.9 million in the
trust. The $433.1 million senior A notes are pari passu to each
other and are senior to the $124.9 million subordinate B notes. The
whole loan pays a fixed per annum interest rate of 3.39% and
matures on Aug. 1, 2026. The loan sponsors are Westfield America
Inc. and Forest City Realty Trust Inc. To date, the trust has not
incurred any principal losses.

The loan appears on the master servicer's watchlist due to a
reported decline in occupancy to 74.9% as of Dec. 31, 2020, from
91.3% in 2019. The master servicer, Wells Fargo Bank N.A., reported
a debt service coverage of 1.68x on the whole loan for the year
ended Dec. 31, 2020, down from 2.23x in 2019.

Property-level Analysis

S&P said, "Our property-level analysis included a re-valuation of
the retail mall and office property securing the whole loan. We
considered the stable to declining servicer-reported occupancy and
lower-than-expected to declining net operating income (NOI): 90.0%
and $44.0 million, respectively, in 2017; 92.0% and $45.7 million,
respectively, in 2018, 91.3% and $44.6 million, respectively, in
2019; and 74.9% and $34.1 million, respectively, in 2020. This
compares to our overall 92.4% occupancy and $52.6 million NOI
assumptions derived at issuance. We attributed the lower historical
servicer-reported NOI from 2017 through 2019 mainly to
higher-than-expected operating expenses. The decline in the
reported 2020 NOI was primarily due to lower occupancy from two
office tenants totaling 99,831 sq. ft. (41.4% of office sq. ft.)
that vacated at the end of their leases in late 2020 as well as
vacancies from retail tenants due to store closures, relocations,
and/or bankruptcies accelerated by the COVID-19 pandemic. As of the
Dec. 31, 2020, rent roll, the office component was 58.6% occupied
and the collateral mall was 81.5% occupied. In addition, leases
comprising 31.3% of net rentable area (NRA) expire in 2021, 20.0%
in 2022, 4.7% in 2023, and 1.4% in 2024. The majority of the 2021
and 2022 rollovers are from the following major tenants: San
Francisco State University (16.9% of total collateral NRA), Century
Theatres (7.1%), Bespoke (5.4%), and H&M (3.4%).

"To account for the higher operating expenses, lower occupancy, and
the negative impact of the COVID-19 pandemic on the property's cash
flow, we not only adjusted the S&P Global Ratings NCF to $42.6
million from $49.1 million at our last review and issuance, we also
increased our overall capitalization rate to 6.75% (up from 6.19%
in the last review and at issuance).

"We will continue to monitor the transaction's performance, and, if
there are any meaningful changes to our performance expectations,
we may update our analysis and take rating actions as we deem
necessary."

Environmental, social, and governance (ESG) factors for this credit
rating change:

-- Health and safety.

  Ratings Lowered

  DBJPM 2016-SFC Mortgage Trust

  Class C to 'BBB (sf)' from 'A- (sf)'
  Class D to 'BB (sf)' from 'BBB- (sf)'

  Ratings Affirmed

  DBJPM 2016-SFC Mortgage Trust

  Class A: AAA (sf)
  Class B: AA- (sf)
  Class X-A: AA- (sf)


DBUBS COMMERCIAL 2011-LC3: Fitch Lowers Class F Certs to 'Csf'
--------------------------------------------------------------
Fitch Ratings has downgraded classes D, E and F, placed six classes
on Rating Watch Negative (RWN) and affirmed the remaining classes
of Deutsche Bank Securities (DBUBS) commercial mortgage
pass-through certificates series 2011-LC3.

    DEBT                 RATING                 PRIOR
    ----                 ------                 -----
DBUBS 2011-LC3

B 23305YAK5      LT  AAAsf   Affirmed           AAAsf
C 23305YAL3      LT  Asf     Affirmed           Asf
D 23305YAM1      LT  Bsf     Downgrade          BBB-sf
E 23305YAN9      LT  CCCsf   Downgrade          Bsf
F 23305YAP4      LT  Csf     Downgrade          CCCsf
PM-1 23305YAU3   LT  AAAsf   Rating Watch On    AAAsf
PM-2 23305YAW9   LT  AAsf    Rating Watch On    AAsf
PM-3 23305YAX7   LT  Asf     Rating Watch On    Asf
PM-4 23305YAY5   LT  BBBsf   Rating Watch On    BBBsf
PM-5 23305YAZ2   LT  BBB-sf  Rating Watch On    BBB-sf
PM-X 23305YAV1   LT  AAAsf   Rating Watch On    AAAsf

Classes PM-1 through PM-5 are secured by Providence Place Mall on a
stand-alone basis.

The class A-1, A-2, A-3, A-4 and A-M certificates have paid in
full. Fitch does not rate the class G certificates.

KEY RATING DRIVERS

Increased Loss Expectations: The downgrades reflect the transfer of
three (52% of the pool) top five loans in the pool to special
servicing since the last rating action. Each of the three are
regional malls; four loans in total are in special servicing (57%
of the pool). The Rating Watch Negative placements on the bonds
associated with the Providence Place Mall are the result of the
loan's recent transfer to special servicing on April 27, 2021.

Specially Serviced Loans/Fitch Loans of Concern (FLOCs): The
largest specially serviced loan, Dover Mall and Commons (28.3% of
the pool) is comprised of a one-story regional mall, known as Dover
Mall, and a one-story strip center, known as Dover Commons, located
in Dover, DE totaling 886,324 square feet (sf) of which 553,854 sf
is collateral. Dover Mall's in-line occupancy as of year-end (YE)
2020 is 70.6% with trailing twelve month (TTM) 5/2020 in-line sales
for tenants less than 10,000 sf at $353 per square foot (psf).
Dover Commons in-line occupancy as of YE 2020 is 62.7% with TTM
5/2020 in-line sales for tenants less than 10,000 sf at $218 psf.

The loan was transferred to special servicing in June 2020 due to
imminent monetary default. The borrower had cited unprecedented
impact from the coronavirus pandemic. The property was closed from
mid-March to June 1, 2020, which caused a significant impact on the
operations at the property. The borrower, The Mills Corporation,
requested certain accommodations and modifications of the loan.

The loan was subsequently modified and the maturity date extended
from Aug. 6, 2021 to Aug. 6, 2026. Modification terms included
deferral of debt service payments for a period of 12 months
effective October 2020. After the 12-month forbearance term, the
borrower will be required to repay the deferred payments from
excess cash flow. Tenant rents continue to be trapped and cash
management is being established. The loan is expected to be
transferred back to the master servicer. Fitch's loss expectations
are based on a discount to the most recent appraisal value, which
results in an implied cap rate of 24%, which is consistent with
similar defaulted mall assets.

The second largest specially serviced loan, Providence Place Mall
(14.8% of the pool) is secured by a 1.3 million-sf (980,711 sf
collateral), six-level regional mall located in Providence, RI. The
property at issuance by Macy's, JCPenney and Nordstrom. JCPenney
vacated in 2015 and was replaced with an expanded parking garage.
Nordstrom vacated their lease early in 2019 and was replaced by
Boscov's which opened in October 2019. The property is currently
anchored by Macy's and Boscov's.

Per the master servicer, the loan was recently transferred to
special servicing on April 27, 2021 due to imminent monetary
default; the loan matured May 6, 2021 and per the master servicer,
the borrower, Brookfield Properties, requested a possible maturity
extension in order to secure refinancing. The special servicer is
reviewing the request at this time.

The property's inline occupancy was 86.2% as of December 2020. The
property's reported comparable in-line sales as of 2020 for tenants
less than 10,000 sf were $417 psf (excluding Apple $309 psf); 2019:
in-line $647 psf (excluding Apple $476 psf); 2018: $615 psf
(excluding Apple $478 psf); 2017: $603 psf ($510 psf excluding
Apple).

While losses are currently not expected, Fitch will continue to
monitor the status of a potential maturity extension, other
modification or workout. Downgrades of a category or more are
possible on the bonds associated with the mall (PM-X and PM-1
through PM-5) if the workout does not progress and the property
fails to show signs of stabilization.

The third largest specially serviced loan, Albany Mall (8.8% of the
pool) is secured by a 753,552-sf regional mall located in Albany,
GA. The loan was transferred to special servicing in February 2021
due to imminent monetary default. The loan matures July 6, 2021.
Per the special servicer, while they originally were envisioning a
maturity extension for the loan, the borrower, The Aronov
Corporation, has indicated they will likely transfer the title to
the special servicer via deed-in-lieu of foreclosure. The special
servicer is working with borrower/counsel to facilitate the
transition.

At issuance the property was anchored by Dillard's, Sears,
JCPenney, and Belk. All anchors except Dillard's own their stores
and are not part of the collateral, resulting in a collateral size
of 446,969 sf, which also included a Toys R Us and Jo-Ann Fabrics
outparcel at issuance. Dillards Inc, occupying 150,740 sf (20% of
GLA), has a lease which expires on Jan. 31, 2022. Sears (not part
of collateral) closed its store and vacated in March 2017 and the
space remains dark. Additionally, Toys R Us (7%) closed and vacated
its space in March 2018 and remains dark. The largest tenants are
Old Navy, Books A Million expiring January 2025; Hibbett Sporting
Goods expires June 2024 and Chuck E Cheese expires 2021. The mall
was 68.6% occupied as of September 2020. Fitch's loss expectation
is based on a stress to the YE 2019 NOI and a 20% cap rate.

The remaining specially serviced loan (5% of the pool) and
non-defeased FLOCs are secured by four retail properties, one
healthcare property, and a parking garage, which have all
experienced declines in performance due to occupancy declines
and/or the effects of the coronavirus pandemic.

Concentrated Pool: The pool is highly concentrated with 12 loans
remaining. Due to the concentrated nature of the pool, Fitch
performed a sensitivity analysis that grouped the remaining loans
based on the likelihood of repayment and expected losses from the
specially serviced loan; the downgrades and Negative Rating
Outlooks reflect this analysis.

Increased Credit Enhancement: As of the April 2021 remittance
reporting, the transaction's pooled aggregate balance has been
reduced by 80% to $280.1 million from $1.4 billion at issuance.
Three loans (18% of pool) are fully defeased.

Alternative Loss Considerations: Fitch's ratings are based on a
sensitivity analysis which factors in expected losses and paydown
based on updated valuations from the special servicer, or Fitch's
valuations based on updated cash flows and future performance and
refinanceability assumptions. This analysis included a scenario
that the remaining assets in the pool would be Dover Mall and
Commons and Albany Mall.

Coronavirus Exposure: 78% of the pool is secured by retail loans,
of which, three (52%) are regional malls and in special servicing.
The majority of the remaining non-specially serviced retail loans
are secured by properties located in tertiary markets, have
suffered occupancy declines and/or have been impacted by the
coronavirus pandemic; additional net operating income (NOI)
stresses were applied.

Maturity Concentration: All loans in the pool mature or have
anticipated repayment dates between May and August 2021.

RATING SENSITIVITIES

The Negative Outlook on class D reflects the potential for
downgrade given the concerns associated with the performance of the
FLOCs, including the specially serviced loans and the ultimate
impact of the coronavirus pandemic. The Stable Outlook on class B
reflects increased credit enhancement and expected continued
amortization. Class B is not reliant on any regional mall for a
full recovery.

The Rating Watch Negative placements on classes PM-X and PM-1
through PM-5 address the recently transfer of the Providence Place
Mall and uncertainty of the borrower's ability to refinance in this
environment. The classes may be downgraded by multiple categories
if the workout does not progress or the property fails to show
signs of stabilization.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance, particularly on the
    FLOCs, coupled with additional paydown and/or defeasance.
    Upgrades to classes C and D would occur with significant
    improvement in CE and/or defeasance and with the stabilization
    of performance on the FLOCs and/or the properties affected by
    the coronavirus pandemic; however, adverse selection and
    increased concentrations could cause this trend to reverse.
    Classes would not be upgraded above 'Asf' if interest
    shortfalls are likely.

-- Upgrades to the distressed classes E and F are not likely
    until the later years in the transaction and only if the
    performance of the remaining pool is stable and/or properties
    vulnerable to the coronavirus return to pre-pandemic levels,
    and there is sufficient CE.

-- If the specially serviced loans revert to their pre-pandemic
    performance and/or actual losses are better than Fitch's
    expectations, the Negative Outlook on classes D may be revised
    back to Stable.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in pool-level losses from underperforming or
    specially serviced loans. Downgrades to class B are not likely
    due to the high credit enhancement, expected continued
    amortization, and the fact that it is not reliant on any
    regional mall to pay in full, but may occur should interest
    shortfalls affect these classes.

-- Downgrades to classes C and D are possible should expected
    losses for the pool increase significantly and all the loans
    susceptible to the coronavirus pandemic suffer losses, which
    would erode CE. Further downgrades to the distressed class E
    are possible if performance of the FLOCs, including the
    specially serviced loans, or loans susceptible to the
    coronavirus pandemic, do not stabilize and/or additional loans
    default or transfer to special servicing.

In addition to its baseline scenario related to the coronavirus,
Fitch also envisions a downside scenario where the health crisis is
prolonged beyond 2021; should this scenario play out, Fitch expects
additional negative rating actions, including downgrades and/or
additional Negative Outlook revisions.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

DBUBS 2011-LC3 has an ESG Relevance Score of '4' for Exposure to
Social Impacts due to {DESCRIPTION OF ISSUE/RATIONALE}, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


FLAGSHIP CREDIT 2019-4: S&P Raises Class E Notes Rating to BB+(sf)
------------------------------------------------------------------
S&P Global Ratings raised its ratings on 24 classes and affirmed
its ratings on 19 classes from 10 Flagship Credit Auto Trust (FCAT)
transactions. The transactions are ABS transactions backed by
subprime retail auto loans originated by Flagship and CarFinance
Capital LLC.

S&P said, "The rating actions reflect the transactions' collateral
performance to date and our expectations regarding future
collateral performance, as well as the transactions' structure and
credit enhancement and remaining cumulative net loss (CNL)
expectations. Additionally, we incorporated secondary credit
factors, including credit stability, payment priorities under
various scenarios, and sector- and issuer-specific analyses.
Considering all of these factors, we believe the notes'
creditworthiness remains consistent with the raised and affirmed
ratings.

"The 10 FCAT series under review are generally performing in line
with or better than our initial loss at issuance (i.e., prior to
the COVID-19 pandemic), even having factored in an upward
adjustment to remaining losses that could result from elevated
unemployment levels associated with the current COVID-19-induced
recession."

Further, extensions, due to the COVID-19 pandemic, peaked in April
2020 but have since returned to pre-COVID-19 levels. S&P's
forward-looking loss expectations for the 10 FCAT series are for
stable or lower losses as reflected in our adjusted expected CNLs.


  Table 1
  Collateral Performance (%)(i)

                          Pool   Current   60+ day    
  Series          Mo.   factor       CNL   delinq.    Extensions
  FCAT 2017-2      46    19.52      9.59      3.50          2.52
  FCAT 2017-3      44    23.58      8.65      3.47          1.99
  FCAT 2017-4      40    26.49      8.83      3.45          2.42
  FCAT 2018-1      38    29.48      8.40      3.23          2.22
  FCAT 2018-4      29    42.71      7.12      3.53          2.69
  FCAT 2019-1      26    48.01      6.27      3.27          3.31
  FCAT 2019-2      23    53.16      5.05      3.13          3.40
  FCAT 2019-3      20    59.51      4.37      3.31          3.79
  FCAT 2019-4      17    65.31      3.33      3.06          2.87
  FCAT 2020-1      14    69.29      2.08      2.69          3.06

  (i)As of the April 2021 distribution date.
  Mo.--Month.
  CNL--Cumulative net loss.
  Delinq.--Delinquencies.
  FCAT-–Flagship Credit Auto Trust.

  Table 2
  CNL Expectations (%)(i)

                    Original            Former            Revised
                    lifetime          lifetime           lifetime
  Series            CNL exp.      CNL exp.(ii)           CNL exp.

  FCAT 2017-2    12.80-13.30       12.00-12.50        11.50-12.00
  FCAT 2017-3    12.75-13.25       12.25-12.75        11.75-12.25
  FCAT 2017-4    12.75-13.25       12.50-13.00        12.00-12.50
  FCAT 2018-1    12.75-13.25       12.75-13.25        12.25-12.75
  FCAT 2018-4    12.25-12.75       12.25-12.75        12.50-13.00
  FCAT 2019-1    12.25-12.75       13.75-14.25        12.75-13.25
  FCAT 2019-2    12.25-12.75       13.75-14.25        12.50-13.00
  FCAT 2019-3    12.25-12.75       13.75-14.25        12.75-13.25
  FCAT 2019-4    12.00-12.50       13.75-14.25        12.25-12.75
  FCAT 2020-1    12.00-12.50       13.75-14.25        12.50-13.00

  (i)As of May 2021.
  (ii)Series 2017-2, 2017-3, 2017-4, 2018-1 and 2018-4 were last
reviewed in January 2020. Series 2019-1 and 2019-2 were last
reviewed in September 2020. Series 2019-3, 2019-4, and 2020-1 were
last reviewed in October 2020.
  CNL exp.--Cumulative net loss expectations.

Each transaction has a sequential principal payment structure--in
which the notes are paid principal by seniority--that will increase
the credit enhancement for the senior notes as the pool amortizes.
Each transaction also has credit enhancement in the form of a
non-amortizing reserve account, overcollateralization (O/C),
subordination for the higher-rated tranches, and excess spread.
Each transaction's reserve account and O/C amount are at their
specified target levels and, since closing, the credit support for
each series has increased as a percentage of the amortizing pool
balance.

  Table 3
  Hard Credit Support (%)(i)

                             Total hard    Current total hard
                         credit support        credit support
  Series         Class  at issuance(ii)    (% of current)(ii)
  FCAT 2017-2    C                20.25                 94.07
  FCAT 2017-2    D                11.00                 46.67
  FCAT 2017-2    E                 5.50                 18.50
  FCAT 2017-3    C                20.25                 78.78
  FCAT 2017-3    D                11.00                 39.83
  FCAT 2017-3    E                 5.50                 16.67
  FCAT 2017-4    C                20.25                 71.47
  FCAT 2017-4    D                11.00                 50.70
  FCAT 2017-4    E                 5.50                 15.80
  FCAT 2018-1    B                31.01                104.55
  FCAT 2018-1    C                19.01                 63.83
  FCAT 2018-1    D                10.00                 33.30
  FCAT 2018-1    E                 4.25                 13.78
  FCAT 2018-4    A                37.40                 92.57
  FCAT 2018-4    B                28.90                 72.68
  FCAT 2018-4    C                17.65                 46.33
  FCAT 2018-4    D                 8.55                 25.02
  FCAT 2018-4    E                 1.85                  9.34
  FCAT 2019-1    A                37.40                 83.12
  FCAT 2019-1    B                28.90                 65.42
  FCAT 2019-1    C                17.65                 41.99
  FCAT 2019-1    D                 8.55                 23.04
  FCAT 2019-1    E                 1.85                  9.08
  FCAT 2019-2    A                37.10                 74.69
  FCAT 2019-2    B                28.35                 58.23
  FCAT 2019-2    C                16.85                 36.60
  FCAT 2019-2    D                 7.60                 19.20
  FCAT 2019-2    E                 1.85                  8.38
  FCAT 2019-3    A                37.00                 67.17
  FCAT 2019-3    B                28.25                 52.46
  FCAT 2019-3    C                16.75                 33.14
  FCAT 2019-3    D                 7.45                 17.51
  FCAT 2019-3    E                 1.75                  7.93
  FCAT 2019-4    A                35.50                 59.09
  FCAT 2019-4    B                26.75                 45.69
  FCAT 2019-4    C                15.50                 28.46
  FCAT 2019-4    D                 6.50                 14.68
  FCAT 2019-4    E                 1.50                  7.03
  FCAT 2020-1    A                35.50                 56.01
  FCAT 2020-1    B                26.55                 43.10
  FCAT 2020-1    C                15.20                 26.71
  FCAT 2020-1    D                 6.20                 13.73
  FCAT 2020-1    E                 1.50                  6.94

  (i)As of the April 2021 distribution date.
  (ii)Calculated as a percentage of the total gross receivable pool
balance, consisting of a reserve account, overcollateralization,
and, if applicable, subordination.
  FCAT--Flagship Credit Auto Trust.

S&P said, "We incorporated an analysis of the current hard credit
enhancement compared to the remaining expected cumulative net
losses for those classes in which hard credit enhancement
alone--without credit to the expected excess spread--was
sufficient, in our opinion, to upgrade or affirm the ratings. For
the other classes, we incorporated a cash flow analysis to assess
the loss coverage level, giving credit to excess spread. Our
various cash flow scenarios included forward-looking assumptions on
recoveries, the timing of losses, and voluntary absolute prepayment
speeds that we believe are appropriate given each transaction's
performance to date.

"The raised and affirmed ratings reflect our view that the total
credit support as a percentage of the amortizing pool balance,
compared with our expected remaining losses, is commensurate with
each raised or affirmed rating.

"We also conducted sensitivity analyses to determine the impact
that a moderate ('BBB') stress scenario would have on our ratings
if losses began trending higher than our revised base-case loss
expectations. In our view, the results showed that all of our
ratings on the classes meet our credit stability limits at their
raised or affirmed rating levels.

"We will continue to monitor the performance of all of the
outstanding transactions to ensure that the credit enhancement
remains sufficient, in our view, to cover our cumulative net loss
expectations under our stress scenarios for each of the rated
classes."

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

  RATINGS RAISED

  Flagship Credit Auto Trust
                                 Rating
  Series     Class     To                  From
  2017-2     D         AAA (sf)            A (sf)
  2017-2     E         BBB+ (sf)           BB+ (sf)
  2017-3     D         AA- (sf)            A- (sf)
  2017-4     C         AAA (sf)            AA+ (sf)
  2017-4     D         AAA (sf)            A- (sf)
  2017-4     E         BB+ (sf)            BB (sf)
  2018-1     C         AAA (sf)            AA (sf)
  2018-1     D         A+ (sf)             BBB+ (sf)
  2018-4     B         AAA (sf)            AA+ (sf)
  2018-4     C         AA+ (sf)            AA- (sf)
  2018-4     D         A (sf)              BBB+ (sf)
  2019-1     B         AAA (sf)            AA+ (sf)
  2019-1     C         AA+ (sf)            A+ (sf)
  2019-1     D         A- (sf)             BBB (sf)
  2019-2     B         AAA (sf)            AA+ (sf)
  2019-2     C         AA- (sf)            A+ (sf)
  2019-2     D         BBB+ (sf)           BBB (sf)
  2019-3     B         AAA (sf)            AA+ (sf)
  2019-3     C         AA- (sf)            A(sf)
  2019-3     D         BBB+ (sf)           BBB (sf)
  2019-4     B         AA+ (sf)            AA (sf)
  2019-4     C         AA- (sf)            A(sf)
  2019-4     D         BBB+ (sf)           BBB (sf)
  2019-4     E         BB+ (sf)            BB- (sf)

  RATINGS AFFIRMED

  Flagship Credit Auto Trust

  Series     Class     Rating
  2017-2     C         AAA (sf)
  2017-3     C         AAA (sf)
  2017-3     E         BB (sf)
  2018-1     B         AAA (sf)
  2018-1     E         BB- (sf)
  2018-4     A         AAA (sf)
  2018-4     E         BB- (sf)
  2019-1     A         AAA (sf)
  2019-1     E         BB- (sf)
  2019-2     A         AAA (sf)
  2019-2     E         BB- (sf)
  2019-3     A         AAA (sf)
  2019-3     E         BB- (sf)
  2019-4     A         AAA (sf)
  2020-1     A         AAA (sf)
  2020-1     B         AA (sf)
  2020-1     C         A (sf)
  2020-1     D         BBB (sf)
  2020-1     E         BB- (sf)



FLAGSHIP CREDIT 2021-2: S&P Assigns Prelim 'BB-' Rating on E Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Flagship
Credit Auto Trust 2021-2's automobile receivables-backed notes.

The note issuance is an ABS securitization backed by subprime auto
loan receivables.

The preliminary ratings are based on information as of May 6, 2021.
Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of:

-- The availability of approximately 43.51%, 37.51%, 29.46%,
23.95%, and 20.17% credit support (including excess spread) for the
class A, B, C, D, and E notes, respectively, based on stressed cash
flow scenarios. These credit support levels provide coverage of
approximately 3.60x, 3.07x, 2.35x, 1.85x, and 1.52x of S&P's
11.50%-12.00% expected cumulative net loss range for the class A,
B, C, D, and E notes, respectively. These break-even scenarios
cover total cumulative gross defaults (using a recovery assumption
of 40.00%) of approximately 72.51%, 62.52%, 49.09%, 39.92%, and
33.62%, respectively.

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

-- The expectation that under a moderate ('BBB') stress scenario
(1.75x S&P's expected loss level), all else being equal, its
preliminary 'AAA (sf)', 'AA (sf)', 'A (sf)', 'BBB (sf)', and 'BB-
(sf)' ratings on the class A, B, C, D, and E notes, respectively,
will be within the credit stability limits specified by section A.4
of the Appendix contained in "S&P Global Ratings Definitions,"
published Jan. 5, 2021.

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

-- The characteristics of the collateral pool being securitized.
The transaction's payment and legal structures.

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

  Preliminary Ratings Assigned
  
  Flagship Credit Auto Trust 2021-2

  Class A, $248.33 million: AAA (sf)
  Class B, $32.89 million: AA (sf)
  Class C, $41.76 million: A (sf)
  Class D, $24.95 million: BBB (sf)
  Class E, $14.78 million: BB- (sf)


GS MORTGAGE 2014-GC18: Fitch Cuts Rating on 2 Tranches to CCC
-------------------------------------------------------------
Fitch Ratings has downgraded eight, and affirmed five, classes of
GS Mortgage Securities Trust 2014-GC18 pass-through certificates
(GSMSC 2014-GC18).

    DEBT                RATING           PRIOR
    ----                ------           -----
GSMS 2014-GC18

A-3 36252RAJ8     LT  AAAsf  Affirmed    AAAsf
A-4 36252RAM1     LT  AAsf   Downgrade   AAAsf
A-AB 36252RAQ2    LT  AAAsf  Affirmed    AAAsf
A-S 36252RAZ2     LT  Asf    Downgrade   AAAsf
B 36252RBC2       LT  BBsf   Downgrade   BBBsf
C 36252RBJ7       LT  CCCsf  Downgrade   Bsf
D 36252RAG4       LT  CCsf   Downgrade   CCCsf
E 36252RAK5       LT  Csf    Affirmed    Csf
F 36252RAN9       LT  Csf    Affirmed    Csf
PEZ 36252RBF5     LT  CCCsf  Downgrade   Bsf
X-A 36252RAT6     LT  Asf    Downgrade   AAAsf
X-B 36252RAW9     LT  BBsf   Downgrade   BBBsf
X-C 36252RAA7     LT  Csf    Affirmed    Csf

KEY RATING DRIVERS

Increase in Loss Expectations: The increase in loss expectations is
driven primarily by declining performance, increasing exposures and
further certainty of losses on the two regional malls in special
servicing: The Crossroads and the Wyoming Valley Mall. The
downgrades and Negative Rating Outlooks reflect these increased
loss expectations. Eleven loans are designated as Fitch Loans of
Concern (FLOCs; 8.5% of pool), including four specially serviced
loans (21.2%). In addition, Fitch is monitoring the overall impact
of the coronavirus pandemic on the pool.

Fitch's current ratings incorporate a base case loss of 19.8%.
Losses could reach 21.8% when factoring in additional stresses
related to the pandemic.

Fitch Loans of Concern: The largest contributor to loss is the
third largest loan in the pool, The Crossroads (9.9%), which is
secured by a 348,810-sf portion of a 769,770-sf regional mall
located in Portage, MI, approximately six miles south of Kalamazoo,
MI. The mall is anchored by JCPenney (19% NRA) and Macy's (16%
NRA), both non collateral, as well as Burlington Coat Factory,
which is the largest collateral tenant (10.7% NRA). Sears went dark
in October 2019. The loan transferred to special servicing in July
2020 for payment default.

According to servicer updates, a receiver was appointed and
foreclosure is being pursued after modification discussions were
unsuccessful. Sales as of the TTM ended July 2020 for tenants
occupying less than 10,000 sf were $257 psf ,down from $327 psf
(TTM July 2019), $329 psf (TTM July 2018) and $360 psf at issuance
(as of TTM November 2013). Total mall sales declined to $211 psf,
compared with $276 psf for the TTM ended June 30, 2019. Fitch
modeled a loss of approximately 84%, based on a haircut to a recent
appraised value; the modeled loss equates to an implied cap rate of
approximately 38% from YE19 financials.

The next largest contributor to loss and the largest increase in
expected losses is the Wyoming Valley Mall (8%), a 909,757-sf,
super-regional mall located in Wilkes-Barre, PA, 17 miles southwest
of Scranton, PA. The loan transferred to special servicing in June
2018 for payment default, and became REO in September 2019. The
mall was closed due to the pandemic and re-opened in June 2020 with
limited capacity and hours. According to servicer updates, the
property manager and leasing agent are in discussions with several
tenants regarding rent relief. The asset is not currently on the
market and there is no timeline to bring it to market. According to
the September 2020 rent roll, the mall is 64% occupied. Fitch
modeled a loss of approximately 94% based on a haircut to a recent
appraised value, which equates to an implied cap rate of
approximately 26% from the YE19 financials.

The next large contributor to loss is the Hilton Garden Inn
Pittsburgh - Cranberry (1.7%) a 136-key, limited-service hotel
located in Cranberry Township, PA. The loan transferred to special
servicing in December 2018 for maturity default and became REO in
February 2020. According to servicer updates, the asset is not
currently on the market, and there is no timeline to bring it to
market. As of YE19, occupancy at the hotel was 65%. Fitch modeled
losses of approximately 74%, which equates to a $42,205 value per
key.

Credit Enhancement (CE) Improvement: As of the April 2020
distribution date, the pool's aggregate principal balance was
reduced by 21% to $879.8 million from $1.1 billion at issuance.
There has been $1.5 million in realized losses to date, and
interest shortfalls are currently affecting classes C through G.
Sixteen loans, 13.7% of the pool are defeased. Two loans (4.5%) are
full-term interest only (IO), and no loans remain in their partial
IO period.

Coronavirus: Significant economic impact to certain hotels, and
retail and multifamily properties is expected due to the pandemic
and the lack of clarity at this time on the potential length of the
impact. Twenty loans are collateralized by retail properties (45.2%
of pool) including three regional malls. In addition to the two
assets in special servicing, the largest loan in the pool is the
Shops at Canal Place, located in New Orleans, LA. The collateral
consists of 216,938 sf of retail space, including Saks Fifth Avenue
and a seven-story parking garage. Upcoming rollover at the property
includes 12.9% in 2021 and 14.1% in 2022.

Eleven loans (11.3%) are secured by multifamily properties and
seven by hotels (7.8%). Fitch's base case analysis applied
additional stresses to 10 retail, four hotel and one multifamily
loan due to their vulnerability to the pandemic; this contributed
to the Negative Rating Outlooks.

RATING SENSITIVITIES

The Negative Rating Outlooks reflect concerns over the FLOCs,
especially two large malls in special servicing, as well as
continued disruptions to certain assets due to the pandemic.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Upgrades to classes A-4, A-S and B would only occur with
    significant improvement in CE and/or defeasance, combined with
    stabilization of the FLOCs and better than expected recoveries
    from the assets in special servicing.

-- Upgrades to the distressed classes C through F are not likely
    given these classes' reliance on specially serviced loan
    recoveries, but may be possible if recoveries significantly
    exceed Fitch's expectations.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- Downgrades to classes A-3 and A-AB are not likely due to their
    position in the capital structure and class payment reliant on
    proceeds from the defeased collateral and well-performing
    loans; however, downgrades to these classes may occur if there
    is a possibility of interest shortfalls.

-- Further Downgrades to classes A-4, A-S and B would occur if
    loss expectations increase, if currently stronger performing
    loans transfer to special servicing. Further downgrades to the
    distressed classes D through G are likely with a greater
    certainty of loss on the specially serviced loans, or as
    losses are realized.

In addition to its baseline scenario, Fitch envisions a downside
scenario where the health crisis is prolonged beyond 2021; should
this scenario play out, Fitch expects that classes assigned a
Negative Rating Outlook will be downgraded one or more categories.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

GSMS 2014-GC18: Exposure to Social Impacts: 4

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


GS MORTGAGE-BACKED 2021-NQM1: S&P Assigns B(sf) Rating on B-2 Certs
-------------------------------------------------------------------
S&P Global Ratings assigned its ratings to GS Mortgage-Backed
Securities Trust 2021-NQM1's mortgage pass-through certificates.

The certificate issuance is an RMBS securitization backed by
first-lien, fixed- and adjustable-rate, fully amortizing
residential mortgage loans (some with interest-only periods) to
prime and non-prime borrowers, generally secured by single-family
residential properties, planned-unit developments, condominiums,
and two- to four-family residential properties. The loans are
mainly nonqualified or exempt mortgage loans.

After we assigned our preliminary ratings on April 29, 2021, which
are based on the preliminary private placement memorandum dated
April 28, 2021, class SA, a pre-existing servicing advance
certificate was included in the structure. Class SA is not rated
and its initial class principal balance will equal the non-retained
interest percentage of the amount of pre-existing servicing
advances as of the closing date.

The ratings reflect S&P's view of:

-- The pool's collateral composition;

-- The credit enhancement provided for this transaction;

-- The transaction's associated structural mechanics;

-- The representation and warranty framework for this
transaction;

-- The mortgage aggregator;

-- The geographic concentration; and

-- The impact the COVID-19 pandemic will likely have on the
performance of the mortgage borrowers in the pool and liquidity
available in the transaction.

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

  Ratings Assigned(i)

  GS Mortgage-Backed Securities Trust 2021-NQM1

  Class A-1, $185,925,000: AAA (sf)
  Class A-2, $17,681,000: AA (sf)
  Class A-3, $30,113,000: A (sf)
  Class M-1, $17,128,000: BBB (sf)
  Class B-1, $11,327,000: BB (sf)
  Class B-2, $6,078,000: B (sf)
  Class B-3, $8,011,690: Not rated
  Class A-IO-S(ii): Not rated
  Class X(ii): Not rated
  Class SA, $259,642(iii): Not rated
  Risk retention, $14,540,194(iv): Not rated
  Class R: Not rated

(i)The information in this report reflects the private placement
memorandum dated April 30, 2021. The ratings address the ultimate
payment of interest and principal.
(ii)The notional amount will equal the non-retained interest
percentage of the aggregate stated principal balance of the
mortgage loans as of the first day of the related due period, which
initially is $276,263,690.
(iii)The initial class principal balance will equal the
non-retained interest percentage of the amount of pre-existing
servicing advances as of the closing date.
(iv)The risk retention class is sized to approximately 5.0% of the
collateral balance and will be entitled to payments from the
retained interest available funds.



JP MORGAN 2010-C1: Fitch Affirms D Rating on 4 Tranches
-------------------------------------------------------
Fitch Ratings has affirmed six classes of JP Morgan Chase
Commercial Mortgage Securities Trust, commercial mortgage pass
through certificates, series 2010-C1 (JPMCC 2010-C1).

    DEBT            RATING         PRIOR
    ----            ------         -----
J.P. Morgan Chase Commercial Mortgage Securities Trust 2010-C1

C 46634NAU0   LT  BBsf  Affirmed   BBsf
D 46634NAX4   LT  Csf   Affirmed   Csf
E 46634NBA3   LT  Dsf   Affirmed   Dsf
F 46634NBD7   LT  Dsf   Affirmed   Dsf
G 46634NBG0   LT  Dsf   Affirmed   Dsf
H 46634NBK1   LT  Dsf   Affirmed   Dsf

KEY RATING DRIVERS

Increased Credit Enhancement: The affirmation of class C reflects
increased credit enhancement since Fitch's last rating action due
to one loan ($10.24 million; previously 36% of the pool) paying in
full at maturity. The distressed rating of class D reflects
expected losses on the two remaining assets are REO with uncertain
disposition dates. As of the April 2021 remittance, the pool's
aggregate balance has been reduced by 97.4% to $18.6 million from
$716.3 million at issuance. Realized losses since issuance total
$47.13 million (6.58% of original pool balance). Interest
shortfalls in the amount of $6.27 million are currently affecting
classes C through E, and NR.

High Loss Expectations/REO Assets: Loss expectations for the pool
remain high given the concentrated nature of the deal and high loss
expectations of the two remaining REO assets. Since Fitch's last
rating action, one loan (previously 36% of the pool) had paid in
full at maturity.

The Aquia Office Building (63.3% of the pool) is a 99,492-sf
suburban office building located in Stafford, VA. The asset
transferred to the special servicer for a second time in June 2016
after the borrower was unable to refinance at the modified maturity
date. The asset became REO through a deed-in-lieu of foreclosure in
August 2016.

Property occupancy has improved to 56% from the historical low of
31% in 2014 when TASC, the former largest tenant that occupied 61%
of NRA, exercised its lease termination option and vacated. The YE
2020 NOI debt service coverage ratio was 0.79x. The litigation
between the borrower and the master developer has been settled and
a renewal with one of the largest tenants on a short-term basis has
been finalized. The special servicer is evaluating whether to
further lease up the property or market the property for sale.
Fitch's analysis was based on a discount to the updated appraisal
value.

The Del Alba Plaza (36.7%) is a 72,014-sf retail center located in
Pittsfield, MA. The asset transferred to the special servicer in
June 2019 for imminent monetary default after the grocery anchor,
Stop & Shop (92% of NRA), did not renew their lease that expired in
October 2019. Following the loan transfer, the special servicer was
able to negotiate a new lease with Stop & Shop which has since been
executed at a lower rental rate. A deed in-lieu of foreclosure took
place December 2019. Another tenant, Trustco Bank (3.54% of the
NRA), has indicated that they will not renew their lease that
expires in September of 2021. The special servicer is attempting to
lease up vacant space while also preparing to market the property
for sale. Fitch's analysis was based on a discount to the updated
appraisal value.

Coronavirus Exposure: The second REO property is retail property
which is may continue to experience negative performance due to the
pandemic; however, the grocer anchor renewed their lease until
October of 2024 (however, at a lower rental rate) and remained open
all year as it is an essential business.

RATING SENSITIVITIES

The Stable Rating Outlook on class C reflects the high CE and
sufficient credit enhancement.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Upgrades are currently not expected as both remaining assets
    are REO with expected losses. Factors that would lead to an
    upgrade on Class C would include an improvement in valuations
    on the REO assets or better recoveries than currently
    anticipated. Class D would only be upgraded if recoveries on
    the specially serviced assets are significantly better than
    expected.

-- Classes E and below have already realized losses and will
    remain at 'Dsf'. Classes would not be upgraded above 'Asf if
    there is likelihood for interest shortfalls which could occur
    with a significant reduction in servicing advancing if
    appraisal values decline.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in expected losses from specially serviced loans.
    Downgrade to class C could occur if losses on the REO assets
    significantly exceed Fitch's expectations. Downgrades to the
    distressed class D will occur once losses are realized.

-- Fitch also envisions a downside scenario where the health
    crisis is prolonged beyond 2021; should this scenario play
    out, Fitch expects negative rating actions, including
    downgrades or Negative Rating Outlook revisions if the
    performing loan defaults at maturity and the resolution of the
    REO assets becomes protracted and expected losses increase.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


JP MORGAN 2011-C3: Fitch Lowers Rating on 2 Tranches to 'Csf'
-------------------------------------------------------------
Fitch Ratings has downgraded two and affirmed five classes of J.P.
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, series 2011-C3 (JPMCC
2011-C3).

    DEBT              RATING              PRIOR
    ----              ------              -----
JPMCC 2011-C3

B 46635TAU6     LT  Asf    Affirmed       Asf
C 46635TAX0     LT  BBBsf  Affirmed       BBBsf
D 46635TBA9     LT  BBsf   Affirmed       BBsf
E 46635TBD3     LT  CCCsf  Affirmed       CCCsf
G 46635TBK7     LT  CCsf   Affirmed       CCsf
H 46635TBN1     LT  Csf    Downgrade      CCsf
J 46635TBR2     LT  Csf    Downgrade      CCsf
X-A 46635TAN2   LT  PIFsf  Paid In Full   AAAsf

KEY RATING DRIVERS

Increased Loss Expectations; Two Regional Malls Remain: The
downgrades reflect a greater certainty of loss due to increased
loss expectations on the two remaining specially serviced regional
mall loans in the pool. Both loans, sponsored by The Pyramid
Companies, were modified in October 2020, which extended their loan
term by 36 months to January/February 2024 and converted the
remaining payments to interest-only.

Fitch's analysis at its prior rating action in August 2020 had
included a sensitivity scenario that assumed these two malls would
be the remaining loans in the pool. The affirmations considered the
likelihood of repayment and expected losses on the remaining loans.
The Negative Rating Outlooks reflect the ongoing concern with
further performance and value declines of the two remaining malls,
and potential longer-term impact of the coronavirus pandemic.

The Holyoke Mall loan (77.3% of pool), which is secured by a 1.3
million-sf portion of a 1.5 million-sf regional mall in Holyoke,
MA, was transferred to special servicing in May 2020 due to
imminent default. Per the servicer, the sponsor had previously sent
a request for additional modification; however, as of April 2021, a
second loan modification is no longer being negotiated and the loan
is expected to return to the master servicer.

Collateral occupancy declined to 73.6% as of the December 2020 rent
roll, from 78% at YE 2019, 73.6% at YE 2018 and 88.1% at YE 2017.
Major tenants that vacated during 2018 include Sears (13.5% of
NRA), Babies "R" Us (2.7%) and A.C. Moore (1.7%). No co-tenancies
were triggered. Forever 21 also downsized its space by 2.8% in July
2018. Best Buy (3.8%) and JCPenney (11.2%) extended their leases
through January 2025 and October 2025, respectively. New tenants
that opened between 2018 and 2019 include Round 1 Bowling &
Amusement (3.9%), Flight Fit N Fun (1.6%), Charlotte Russe (0.6%)
and 110 Grill (0.5%).

YE 2020 inline sales fell to $423 psf ($342 psf excluding Apple)
from $604 psf ($481 psf) in 2019 and $568 psf ($464 psf) in 2018.
Macy's reported estimated sales of $205 psf for 2020, down from
$275 at issuance. Target reported estimated sales of $289 psf for
2020, up slightly from $284 psf at issuance. JCPenney reported
actual sales of $47 psf in 2020, down from $161 psf at issuance. YE
2020 occupancy costs for Target and JCPenney were 2.5% and 9.1%,
respectively. YE 2020 total mall sales decreased by 24.5% to
$267.81 million from $354.63 million at YE 2019.

Per a servicer-provided leasing report, tenants totaling 74.1% of
the NRA defaulted on their leases in 2020. Planet Fitness (1.4%)
negotiated a deferral for the rents between April and June 2020,
which are to be repaid in 2021. Nearby competition includes the
Pyramid-owned Hampshire Mall located 20 miles north anchored by
Target, JCPenney and Cinemark, which is significantly smaller than
the subject at 470,336-sf.

Fitch's loss expectation of approximately 35% is based on a 15% cap
rate and 10% haircut to the YE 2019 NOI due to concerns about the
secondary regional mall location, weak sponsorship, declining
occupancy, cash flow and sales, as well as upcoming lease
rollover.

The Sangertown Square loan (22.7%) is secured by an 894,127
sf-regional mall located in New Hartford, NY. The loan transferred
to special servicing in May 2020 due to imminent default. The
sponsor is requesting an additional modification and has indicated
they will not be able to perform under the current modification
terms. Negotiations for a possible second modification remain
ongoing.

Collateral occupancy fell to 60% as of December 2020 from 95% at YE
2019 after JCPenney (16.8% of NRA) closed in September 2020 and
Macy's (15.6%) closed in April 2021. Sears previously vacated in
2015, but the space was backfilled by Boscov's; however, cash flow
has been negatively affected as Sears paid approximately $1.2
million in expense reimbursements annually, whereas Boscov's pays
none. Fitch's request to the servicer for lease renewal updates and
co-tenancy details remains outstanding.

YE 2020 inline sales fell to $238 psf as of YE 2020 from $326 psf
as of TTM September 2018, $319 psf at TTM October 2017 and an
average $363 psf between 2007 and 2009. Anchor sales as of YE 2020
were as follows: Boscov's ($112 psf down from $118 psf in 2018),
Target ($306 psf estimated) and Dick's ($183 psf, up from $178 psf
at issuance). Occupancy costs for 2020 were estimated at 1.5% for
Target, 1.8% for Boscov's and 9.3% for Dick's Sporting Goods. YE
2020 total mall sales decreased by 25.6% to $103.58 million from
$139.16 million at YE 2019.

Per a servicer-provided leasing report, tenants totaling 51.4% of
the NRA defaulted on their leases in 2020. Fitch's base case loss
expectation of approximately 60% reflects an implied cap rate of
approximately 30% based on the YE 2019 NOI, which is consistent
with Fitch stressed values on similar defaulted mall properties.

Increased Credit Enhancement: As of the April 2021 distribution
date, the pool's aggregate principal balance has been reduced by
84.4% to $233.3 million from $1.49 billion at issuance, and by
57.1% since the last rating action. Realized losses to date total
$17.4 million (1.2% of original pool). Cumulative interest
shortfalls totaling $274,014 are affecting the non-rated class NR.

This transaction has an ESG Relevance Score of '4' for Exposure to
Social Impacts due to two regional malls that are underperforming
as a result of changing consumer preferences to shopping, which has
a negative impact on the credit profile, resulting in the downgrade
of classes H and J and contributing to maintaining the Negative
Rating Outlooks on classes B, C and D.

RATING SENSITIVITIES

The Negative Rating Outlooks reflect downgrade concerns should the
performance or value of the two remaining malls decline further and
given the potential longer-term impact of the coronavirus
pandemic.

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Upgrades are currently not expected given the outlook for
    retail mall performance and the expectation of the negative
    impact of the coronavirus pandemic. Factors that may lead to
    upgrades of classes B, C and D would include significant
    improved performance and better than expected recoveries of
    both mall loans. Classes E, G, H and J would only be upgraded
    if the certainty for losses to these classes was reduced.
    Classes would not be upgraded above 'Asf' if there is
    likelihood for interest shortfalls which could occur with a
    significant reduction in servicing advancing if appraisal
    values decline.

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- Downgrades to the 'Asf', 'BBBsf' and 'BBsf' categories may
    occur should expected losses increase substantially, with
    further decline in occupancy, cash flow and sales on the
    malls, if the Holyoke Mall loan re-defaults or if overall
    losses exceed Fitch's expectation. Further downgrades to the
    distressed rated classes will occur with a greater certainty
    of loss or as losses are realized.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

JPMCC 2011-C3 has an ESG Relevance Score of '4' for Exposure to
Social Impacts due to two regional malls that are underperforming
as a result of changing consumer preferences to shopping, which has
a negative impact on the credit profile, resulting in the downgrade
of classes H and J and contributing to maintaining the Negative
Rating Outlooks on classes B, C and D.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


JPMCC COMMERCIAL 2017-JP7: Fitch Affirms B Rating on G-RR Certs
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of 15 classes of JPMCC
Commercial Mortgage Securities Trust (JPMCC) 2017-JP7 commercial
mortgage pass-through certificates.

       DEBT                   RATING          PRIOR
       ----                   ------          -----
JPMCC 2017-JP7

Class A-1 465968AA3    LT  AAAsf   Affirmed   AAAsf
Class A-2 465968AB1    LT  AAAsf   Affirmed   AAAsf
Class A-3 465968AC9    LT  AAAsf   Affirmed   AAAsf
Class A-4 465968AD7    LT  AAAsf   Affirmed   AAAsf
Class A-5 465968AE5    LT  AAAsf   Affirmed   AAAsf
Class A-S 465968AJ4    LT  AAAsf   Affirmed   AAAsf
Class A-SB 465968AF2   LT  AAAsf   Affirmed   AAAsf
Class B 465968AK1      LT  AA-sf   Affirmed   AA-sf
Class C 465968AL9      LT  A-sf    Affirmed   A-sf
Class D 465968AM7      LT  BBBsf   Affirmed   BBBsf
Class E-RR 465968AP0   LT  BBB-sf  Affirmed   BBB-sf
Class F-RR 465968AR6   LT  BBsf    Affirmed   BBsf
Class G-RR 465968AT2   LT  Bsf     Affirmed   Bsf
Class X-A 465968AG0    LT  AAAsf   Affirmed   AAAsf
Class X-B 465968AH8    LT  A-sf    Affirmed   A-sf

KEY RATING DRIVERS

Stable Loss Expectations: Overall pool performance has remained
generally stable since issuance, and loss expectations are in line
with Fitch's prior rating action. Fitch's current ratings and
Outlooks incorporate a base case loss of 4.0%. The Negative
Outlooks on classes F-RR and G-RR reflect losses that could reach
5.8% when factoring additional coronavirus-related stresses and a
potential outsized loss on the West Town Mall loan.

Since Fitch's last rating action, The Springhill Suites Newark
Airport loan (2.3% of the pool) transferred to special servicing
for imminent monetary default. Due to decreasing room night demand,
the property has been closed since April 2020. The STR report for
the TTM period ending December 2020 indicates a 54.8% occupancy,
$98.34 ADR, and $53.89 RevPAR (compared to $101.50 for TTM 2019 and
$105.79 for TTM 2018). The servicer and borrower have discussed a
loan modification, but an agreement could not be reached, so the
servicer will be pursuing receivership and ultimately foreclosure.

The Carolina Hotel Portfolio (2.0% of the pool) transferred to
special servicing and is secured by five limited service hotels
totaling 511-keys located in North Carolina and South Carolina. The
loan transferred to special servicing in April 2020 due to imminent
default at the borrower's request due to the pandemic. The special
servicer is evaluating next steps. The portfolio has exhibited
overall stable performance with a net operating income (NOI) debt
service coverage ratio (DSCR) as of June 30, 2020 at 1.41x from
1.64x at YE 2019. Outside of the specially serviced loans, six
loans (22.8% of the pool) are considered Fitch Loans of Concern
(FLOCs).

The largest FLOC is the Starwood Capital Group Hotel Portfolio loan
(7.6% of the pool), which is secured by a portfolio of 65 hotel
properties totaling 6,370 keys and located across 21 states with 14
different franchises. The most recent servicer-reported YTD
September 2020 NOI debt service coverage ratio (DSCR) was 0.93x,
down from 2.73x at YE 2019. The pandemic has negatively affected
portfolio occupancy, ADR and RevPAR, with TTM June 2020 ADR and
RevPAR declining to $96.40 and 48.84, respectively, from $115.52
and $85.96 at YE 2019.

The borrower was granted debt relief, with terms that included the
deferral and redistribution of various existing reserves for debt
service, with the 12-month repayment period beginning in February
2021. Fitch applied a 26% haircut to the YE 2019 NOI to reflect
coronavirus performance concerns.

The second largest FLOC, 211 Main Street (5.6% of the pool), is
secured by a 417,266-sf office property located in San Francisco,
CA. The property currently serves as the corporate headquarters of
Charles Schwab (rated A/F1). Per recent news articles, as part of
the firm's merger with TD Ameritrade, Charles Schwab indicated its
intention to move its corporate headquarters to the Dallas, TX
area. Fitch has requested further updates from the master
servicer.

The third largest FLOC is the West Town Mall loan (3.7% of the
pool), which is secured by a 772,503-sf anchored retail center
located in Knoxville, TN; the property is anchored by a
non-collateral former Sears (closed in January 2019), JCPenney and
collateral Belk and Regal Cinema. Collateral occupancy has declined
to 89.3% as of September 2020, down from 91% at YE 2019 and 95% at
YE 2018. The NOI DSCR has also declined due to the end of the
loan's interest-only period and a decrease in rental income; it was
reported to be 1.50x as of September 2020 compared to 2.34x at YE
2019 and 2.41x at YE 2018.

Fitch has concerns with the loan due to the regional mall asset
type, performance decline, closure of non-collateral Sears and an
upcoming maturity (July 2022). Fitch's base case loss of 7.6% on
this loan is based on a 15% cap rate and 20% haircut to YE 2019
NOI. Fitch also performed an additional sensitivity that applied a
potential outsized loss of approximately 25% of the maturity
balance due to refinaceability concerns.

The fourth largest FLOC, the Crystal Corporate Center (2.8% of the
pool), is secured by a 128,411-sf office property located in Boca
Raton, FL. As of YE 2020, property occupancy decreased to 92.8%
from 94.1% at YE 2019. The most recent NOI DSCR as of Sept. 30,
2020 was 1.47x, down slightly from 1.48x at YE 2019. Approximately
35% of the leases expire between 2020 and 2021, including the top
tenant, BFW Advertising (7.1% of the NRA). Fitch requested a
leasing update from the master servicer, but has not received a
response.

The remaining two FLOCs account for 3.3% of the pool and are
secured by a 199-key hotel located in Park City, UT and a 96-key
hotel located in San Antonio, TX. Both loans are FLOCs due to
performance declines attributed to the coronavirus pandemic.

Minimal Change to Credit Enhancement: As of the April 2021
remittance, the pool's aggregate principal balance has been reduced
by 2.1% to $794.6 million from $811 million at issuance. There are
two defeased loans (3.7% of the pool). Nine loans (51.4% of the
pool) are interest only. Nineteen loans (31% of the pool) have
partial interest only payments, 16 of which (25% of the pool) are
now amortizing. The remaining loans in the pool (19% of the pool)
are amortizing.

Coronavirus Exposure/Alternative losses: Significant economic
impact to certain hotels, retail and multifamily properties is
expected from the coronavirus pandemic, due to the recent and
sudden reductions in travel and tourism, temporary property
closures and lack of clarity at this time on the potential length
of the impact. The pandemic has already prompted the closure of
several hotel properties in gateway cities as well as malls,
entertainment venues and individual stores.

Six loans (16% of the pool) are secured by hotel properties. The
weighted average (WA) debt service coverage ratio (DSCR) for all
hotel loans in the pool is approximately 2.14x. Ten loans (20.4% of
the pool) are secured by retail properties. The WADSCR for the
retail loans is 1.92x and on average. As part of its base case
scenario, Fitch applied additional stresses to three hotel loans
and three retail loans to address the expected declines related to
the coronavirus pandemic; these stresses and the sensitivity on the
West Town Mall loan contributed to maintaining the Negative
Outlooks on classes F-RR and G-RR.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance, coupled with additional
    pay down and/or defeasance. Upgrades to the 'A-sf' and 'AA-sf'
    rated classes would likely occur with significant improvement
    in CE and/or defeasance; however, adverse selection and
    increased concentrations, or the underperformance of the FLOCs
    could cause this trend to reverse.

-- Upgrades of the 'BBB-sf' and below-rated classes are
    considered unlikely and would be limited based on the
    sensitivity to concentrations or the potential for future
    concentrations. Classes would not be upgraded above 'Asf' if
    there were a likelihood for interest shortfalls. An upgrade to
    the 'BB-sf' and 'B-sf' rated classes is not likely until the
    later years in the transaction, and only if the performance of
    the remaining pool is stable, and/or if there is sufficient
    credit enhancement, which would likely occur when the non
    rated class is not eroded and the senior classes pay off.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in pool level losses due to underperforming or
    specially serviced loans. Downgrades to the senior classes,
    rated 'AA-sf' through 'AAAsf', are not likely due to the
    position in the capital structure and the high credit
    enhancement; however, downgrades of these classes may occur
    should interest shortfalls occur. Downgrades to the classes
    rated 'BBB-sf' and below would occur if the performance of the
    Fitch Loans of Concern continues to decline or fails to
    stabilize.

-- The Rating Outlook on class F-RR and G-RR may be revised back
    to Stable if performance of the FLOCs improve and/or
    properties vulnerable to the coronavirus stabilize once the
    pandemic is over or if the West Town Mall loan is repaid at
    maturity.

In addition to its baseline scenario, Fitch also envisions a
downside scenario where the health crisis is prolonged beyond 2021;
should this scenario play out, Fitch expects that a greater
percentage of classes may be assigned a Negative Outlook or those
with Negative Rating Outlooks will be downgraded one or more
categories.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


MAGNETITE XXII: S&P Assigns BB- (sf) Rating on Class E-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-R, B-R, C-R,
D-R, and E-R replacement notes from Magnetite XXII Ltd./Magnetite
XXII LLC, a CLO originally issued in May 2019 that is managed by
BlackRock Financial Management Inc. At the same time, S&P withdrew
its ratings on the original class A-1, A-2, B, C, D, and E notes
following payment in full on the May 7, 2021, refinancing date. The
original class A-2 notes were not rated by S&P Global Ratings.

The replacement notes were issued via a supplemental indenture,
which outlines the terms of the replacement notes. According to the
supplemental indenture:

-- The replacement class A-R, B-R, C-R, D-R, and E-R notes are
being issued at a lower spread than the original notes.

-- The replacement class A-R, B-R, C-R, D-R, and E-R notes are
being issued at a floating spread, replacing the current floating
spread capital structure.

-- The original reinvestment period end date is unaffected.

-- The secured notes' original stated maturity date is
unaffected.

-- A one-year non-call period has been added.

-- Of the identified underlying collateral obligations, 100.00%
have credit ratings assigned by S&P Global Ratings.

-- Of the identified underlying collateral obligations, 97.74%
have recovery ratings assigned by S&P Global Ratings.

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

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

  Ratings Assigned

  Magnetite XXII Ltd./Magnetite XXII LLC

  Class A-R, $415.00 million: AAA (sf)
  Class B-R, $78.00 million: AA (sf)
  Class C-R (deferrable), $39.50 million: A (sf)
  Class D-R (deferrable), $39.00 million: BBB- (sf)
  Class E-R (deferrable), $26.00 million: BB- (sf)
  Subordinated notes, $64.385 million: Not rated

  Ratings Withdrawn

  Magnetite XXII Ltd./Magnetite XXII LLC

  Class A-1, $393.25 million: to NR from AAA (sf)
  Class B, $60.00 million: to NR from AA (sf)
  Class C (deferrable), $47.00 million: to NR from A (sf)
  Class D (deferrable), $34.75 million: to NR from BBB- (sf)
  Class E (deferrable), $23.25 million: to NR from BB- (sf)

  NR--Not rated.



MONROE CAPITAL XI: S&P Assigns BB- (sf) Rating on Class E Notes
---------------------------------------------------------------
S&P Global Ratings assigned its ratings to Monroe Capital MML CLO
XI Ltd./Monroe Capital MML CLO XI LLC's fixed- and floating-rate
notes.

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

The ratings reflect S&P's view of:

-- The diversification of the collateral pool.

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

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

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

  Ratings Assigned

  Monroe Capital MML CLO XI Ltd./Monroe Capital MML CLO XI LLC

  A loan, $25.00 million: not rated
  A-1, $204.00 million: not rated
  A-2, $32.00 million: not rated
  B-1, $24.00 million: AA (sf)
  B-2, $25.50 million: AA (sf)
  C (deferrable), $31.50 million: A (sf)
  D (deferrable), $27.00 million: BBB- (sf)
  E (deferrable), $27.00 million: BB- (sf)
  Subordinated notes, $59.00 million: not rated


MONROE CAPITAL XI: S&P Assigns Prelim BB- (sf) Rating on E Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Monroe
Capital MML CLO XI Ltd.'s fixed- and floating-rate notes.

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

The preliminary ratings are based on information as of May 5, 2021.
Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's view of:

-- The diversification of the collateral pool.

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

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

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

  Preliminary Ratings Assigned

  Monroe Capital MML CLO XI Ltd.

  A loan, $25.00 million: Not rated
  A-1, $204.00 million: Not rated
  A-2, $32.00 million: Not rated
  B-1, $24.00 million: AA (sf)
  B-2, $25.50 million: AA (sf)
  C (deferrable), $31.50 million: A (sf)
  D (deferrable), $27.00 million: BBB- (sf)
  E(deferrable), $27.00 million: BB- (sf)
  Subordinated notes, $59.00 million: Not rated


MORGAN STANLEY 2019-H6: Fitch Affirms B- Rating on J-RR Certs
-------------------------------------------------------------
Fitch Ratings has affirmed all 17 classes of Morgan Stanley Capital
I Trust 2019-H6 commercial mortgage pass-through certificates.

    DEBT                 RATING          PRIOR
    ----                 ------          -----
MSC 2019-H6

A-1 61769JAW1     LT  AAAsf   Affirmed   AAAsf
A-2 61769JAX9     LT  AAAsf   Affirmed   AAAsf
A-3 61769JAZ4     LT  AAAsf   Affirmed   AAAsf
A-4 61769JBA8     LT  AAAsf   Affirmed   AAAsf
A-S 61769JBD2     LT  AAAsf   Affirmed   AAAsf
A-SB 61769JAY7    LT  AAAsf   Affirmed   AAAsf
B 61769JBE0       LT  AA-sf   Affirmed   AA-sf
C 61769JBF7       LT  A-sf    Affirmed   A-sf
D 61769JAC5       LT  BBBsf   Affirmed   BBBsf
E-RR 61769JAE1    LT  BBB-sf  Affirmed   BBB-sf
F-RR 61769JAG6    LT  BBB-sf  Affirmed   BBB-sf
G-RR 61769JAJ0    LT  BB+sf   Affirmed   BB+sf
H-RR 61769JAL5    LT  BB-sf   Affirmed   BB-sf
J-RR 61769JAN1    LT  B-sf    Affirmed   B-sf
X-A 61769JBB6     LT  AAAsf   Affirmed   AAAsf
X-B 61769JBC4     LT  A-sf    Affirmed   A-sf
X-D 61769JAA9     LT  BBBsf   Affirmed   BBBsf

KEY RATING DRIVERS

Increased Loss Expectations Related to Coronavirus Pandemic: Loss
expectations have increased since issuance, primarily driven by a
greater number of Fitch Loans of Concern (FLOCs) with performance
affected by the slowdown in economic activity related to the
coronavirus pandemic. Eight loans are FLOCs (18.8% of pool),
including one specially serviced loan (0.9%) and two loans within
the top 15 (11.4%).

Fitch's current ratings incorporate a base case loss of 3.4%. The
Negative Outlook reflects losses that could reach 4.7% when
factoring in additional coronavirus-related stresses.

Fitch Loans of Concern: The largest contributor to loss
expectations and third largest loan in the pool, Marriott San Diego
Mission Valley (9.2%), is secured by a 353-key full-service hotel
located in Mission Valley neighborhood of San Diego. The property
has been significantly impacted by the coronavirus pandemic and is
currently being cash managed due to failing a debt service coverage
ratio (DSCR) trigger. Servicer reported NOI DSCR was below 1.0x as
of YE 2020 from 1.59x at YE 2019. COVID relief has been requested.
Fitch's analysis included a 26% stress YE 2019 NOI, which resulted
in a 21% expected loss severity.

The second largest contributor to loss expectations and fourteenth
largest loan in the pool, AC by Marriott San Jose (2.2%), is
secured by a 210-key select service hotel property located in San
Jose, CA. Property performance has been impacted by the coronavirus
pandemic. Servicer reported NOI DSCR was below 1.0x as of YTD
September 2020 from 2.28x at YE 2019. In July 2020, the borrower
was provided relief in the form of a consent agreement whereby FF&E
reserve funds may be utilized to fund debt service between August
2020 and January 2021. Fitch's analysis included a 26% stress to YE
2019 NOI, which resulted in a 19% expected loss severity.

Minimal Increase in Credit Enhancement: As of the April 2021
distribution date, the pool's aggregate balance has been reduced by
0.74% to $681.7 million from $686.8 million at issuance. No loans
have paid off or defeased. At issuance, based on the scheduled
balance at maturity, the pool was expected to pay down by 6.9%
prior to maturity, which is higher than the average for
transactions of a similar vintage. Nineteen loans (57.3%) are full
term interest only and 16 loans (19.6%) are structured with partial
IO periods; five loans (4.2%) have begun amortizing.

Credit Opinion Loans: Four loans received an investment grade
credit opinion at issuance. ILPT Hawaii Portfolio received a
'BBBsf', Tower 28 received a 'BBB-sf', 65 Broadway received a
'BBB-sf' and 3 Columbus Circle received a 'BBB-sf'.

Additional Stresses Applied due to Coronavirus Exposure: Fifteen
loans (29.5%) are secured by retail properties, seven loans (21.7%)
are secured by hotel properties and seven loans (11.2%) are secured
by multifamily properties. Fitch applied additional
coronavirus-related stresses to one retail loan and five hotel
loans; these additional stresses contributed to the Negative
Outlook.

RATING SENSITIVITIES

The Stable Outlooks on classes A-1 through H-RR reflect the overall
stable performance of the majority of the pool and expected
continued amortization. The Negative Outlook on class J-RR reflects
the potential for downgrade due to concerns surrounding the
ultimate impact of the coronavirus pandemic and the performance
concerns associated with the FLOCs.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance, coupled with additional
    paydown and/or defeasance. Upgrades to the 'A-sf' and 'AA-sf'
    rated classes are not expected but would likely occur with
    significant improvement in CE and/or defeasance and/or the
    stabilization to the properties impacted from the coronavirus
    pandemic. Upgrade of the 'BBB-sf' and 'BBBsf' classes are
    considered unlikely and would be limited based on the
    sensitivity to concentrations or the potential for future
    concentrations.

-- Classes would not be upgraded above 'Asf' if there is a
    likelihood of interest shortfalls. An upgrade to the 'B-sf',
    'BB-sf' and 'BB+sf' rated classes is not likely unless the
    performance of the remaining pool stabilizes and the senior
    classes pay off.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in pool-level losses from underperforming or
    specially serviced loans/assets. Downgrades to classes A-1
    through A-S and the interest-only classes X-A are not likely
    due to high credit enhancement, but may occur should interest
    shortfalls occur. Downgrades to classes B through H-RR and are
    possible should performance of the FLOCs continue to decline;
    should loans susceptible to the coronavirus pandemic not
    stabilize; and/or should further loans transfer to special
    servicing.

-- Class J-RR could be downgraded should the specially serviced
    loan not return to the master servicer and/or as there is more
    certainty of loss expectations from other FLOCs. The Outlook
    on this class may be revised back to Stable if performance of
    the FLOCs improves and/or properties vulnerable to the
    coronavirus stabilize once the pandemic is over.

In addition to its baseline scenario related to the coronavirus,
Fitch also envisions a downside scenario where the health crisis is
prolonged beyond 2021; should this scenario play out, Fitch expects
additional negative rating actions, including downgrades and/or
additional Negative Outlook revisions.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


MORGAN STANLEY 2021-L5: Fitch Assigns Final B- Rating on G Certs
----------------------------------------------------------------
Fitch Ratings has assigned final ratings and Rating Outlooks to
Morgan Stanley Capital I Trust 2021-L5, commercial mortgage
pass-through certificates, series 2021-L5 as follows:

-- $10,000,000 class A-1 'AAAsf'; Outlook Stable;

-- $68,700,000 class A-2 'AAAsf'; Outlook Stable;

-- $161,931,000a class A-3 'AAAsf'; Outlook Stable;

-- $0a class A-3-1 'AAAsf'; Outlook Stable;

-- $0ab class A-3-X1 'AAAsf'; Outlook Stable;

-- $0a class A-3-2 'AAAsf'; Outlook Stable;

-- $0ab class A-3-X2 'AAAsf'; Outlook Stable;

-- $23,644,000 class A-SB 'AAAsf'; Outlook Stable;

-- $307,666,000a class A-4 'AAAsf'; Outlook Stable;

-- $0a class A-4-1 'AAAsf'; Outlook Stable;

-- $0ab class A-4-X1 'AAAsf'; Outlook Stable;

-- $0a class A-4-2 'AAAsf'; Outlook Stable;

-- $0ab class A-4-X2 'AAAsf'; Outlook Stable;

-- $571,941,000b class X-A 'AAAsf'; Outlook Stable;

-- $147,070,000b class X-B 'A-sf'; Outlook Stable;

-- $71,492,000a class A-S 'AAAsf'; Outlook Stable;

-- $0a class A-S-1 'AAAsf'; Outlook Stable;

-- $0ab class A-S-X1 'AAAsf'; Outlook Stable;

-- $0a class A-S-2 'AAAsf'; Outlook Stable;

-- $0ab class A-S-X2 'AAAsf'; Outlook Stable;

-- $39,832,000a class B 'AA-sf'; Outlook Stable;

-- $0a class B-1 'AA-sf'; Outlook Stable;

-- $0ab class B-X1 'AA-sf'; Outlook Stable;

-- $0a class B-2 'AA-sf'; Outlook Stable;

-- $0ab class B-X2 'AA-sf'; Outlook Stable;

-- $35,746,000a class C 'A-sf'; Outlook Stable;

-- $0a class C-1 'A-sf'; Outlook Stable;

-- $0ab class C-X1 'A-sf'; Outlook Stable;

-- $0a class C-2 'A-sf'; Outlook Stable;

-- $0ab class C-X2 'A-sf'; Outlook Stable;

-- $39,832,000bc class X-D 'BBB-sf'; Outlook Stable;

-- $19,405,000bc class X-F 'BB-sf'; Outlook Stable;

-- $8,171,000bc class X-G 'BB-sf'; Outlook Stable;

-- $22,469,000c class D 'BBBsf'; Outlook Stable;

-- $17,363,000c class E 'BBB-sf'; Outlook Stable;

-- $19,405,000c class F 'BB-sf'; Outlook Stable;

-- $8,171,000c class G 'B-sf'; Outlook Stable.

The following class is not rated by Fitch:

-- $30,639,742cd class H-RR.

(a) Exchangeable certificates. The class A-3, A-4, A-S, B and C
certificates are exchangeable certificates. Each class of
exchangeable certificates may be exchanged for the corresponding
classes of exchangeable certificates and vice versa. The dollar
denomination of each of the received classes of certificates must
be equal to the dollar denomination of each of the corresponding
classes of exchangeable certificates. Class A-3 may be surrendered
(or received) for the received (or surrendered) classes A-3-1 and
A-3-X1. Class A-3 may be surrendered (or received) for the received
(or surrendered) classes A-3-2 and A-3-X2. Class A-4 may be
surrendered (or received) for the received (or surrendered) classes
A-4-1 and A-4-X1. Class A-4 may be surrendered (or received) for
the received (or surrendered) classes A-4-2 and A-4-X2. Class A-S
may be surrendered (or received) for the received (or surrendered)
classes A-S-1 and A-S-X1. Class A-S may be surrendered (or
received) for the received (or surrendered) classes A-S-2 and
A-S-X2. Class B may be surrendered (or received) for the received
(or surrendered) classes B-1 and B-X1. Class B may be surrendered
(or received) for the received (or surrendered) classes B-2 and
B-X2. Class C may be surrendered (or received) for the received (or
surrendered) classes C-1 and C-X1. Class C may be surrendered (or
received) for the received (or surrendered) classes C-2 and C-X2.

(b) Notional amount and interest only.

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

(d) Horizontal Risk Retention.

The ratings are based on information provided by the issuer as of
May 11, 2021.

TRANSACTION SUMMARY

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 65 loans secured by 125
commercial properties having an aggregate principal balance of
$817,058,743 as of the cut-off date. The loans were contributed to
the trust by Starwood Mortgage Capital LLC, KeyBank National
Association, Morgan Stanley Mortgage Capital Holdings LLC, Argentic
Real Estate Finance LLC and Barclays Capital Real Estate Inc. The
Master Servicer is expected to be KeyBank, National Association and
the Special Servicer is expected to be LNR Partners, LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 17.7% of the properties
by balance, cash flow analyses of 81.4% of the pool, and asset
summary reviews on 100% of the pool.

Coronavirus Impact: The ongoing containment effort related to the
coronavirus pandemic may have an adverse impact on near-term
revenue (i.e. bad debt expense, rent relief) and operating expenses
(i.e. sanitation costs) for some properties in the pool.
Delinquencies may occur in the coming months as forbearance
programs are put in place, although the ultimate impact on credit
losses will depend heavily on the severity and duration of the
negative economic impact of the coronavirus pandemic and to what
degree fiscal interventions by the U.S. federal government can
mitigate the impact on consumers.

Per the offering documents, all the loans are current and are not
subject to any ongoing forbearance requests.

KEY RATING DRIVERS

Higher Fitch Leverage Than Recent Transactions: The pool has higher
leverage than other recent multiborrower transactions rated by
Fitch. The pool's trust Fitch loan-to-value (LTV) of 105.4% is
worse than the 2020 and 2021 YTD averages of 99.6% and 101.2%,
respectively. Additionally, the pool's Fitch debt service coverage
ratio (DSCR) of 1.34x is slightly better than the 2020 average of
1.32x but slightly worse than 2021 YTD average of 1.41x. Excluding
the credit opinion loan (4.5%), Fitch trust DSCR and LTV are 1.30x
and 108.1%, respectively.

Property Type Exposure. Loans secured by industrial properties
represent 21.0% of the pool by balance including two of the top 10
and five of the top 20. The total industrial concentration is much
larger than the 2020 average of 9.8% and the 2021 YTD average of
11.8%. Loans secured by office represent 20.0% of the pool by
balance, below the 2020 average of 41.2% for 2020 and slightly
lower than 40.5% for 2021 YTD. Loans secured by multifamily
properties represent 17.7% of the pool, higher than the 2020 and
2021 YTD averages of 16.3% and 13.1%.

Above-Average Pool Diversification. The top 10 loans comprise 45.9%
of the pool by balance. This is a lower concentration than in 2020
or 2021 YTD, with averages of 56.8% and 55.5%, respectively. The
Loan Concentration Index (LCI) of 310 is lower than the 2020 and
2021 YTD averages of 440 and 427, respectively. The Sponsor
Concentration Index (SCI) of 315 is also lower than the 2020 and
2021 YTD averages of 474 and 468, respectively.

Below-Average Amortization. Forty-one loans (73.6%) are full
interest-only loans, which is above the 2020 and 2021 YTD averages
of 67.7% and 70.7%, respectively. Nineteen loans (20.4%) are
partial interest-only loans, which is just above the 2020 and 2021
YTD averages, both 20.0%. Based on the scheduled balances at
maturity, the pool will pay down by 3.9%, which is below the 2020
and 2021 YTD averages of 5.3% and 4.9%, respectively.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

Improvement in cash flow increases property value and capacity to
meet its debt service obligations. The table below indicates the
model implied rating sensitivity to changes in one variable, Fitch
NCF:

Original Rating:
'AAAsf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB-sf'/'B-sf'.

20% NCF Increase:
'AAAsf'/'AAAsf'/'AAAsf'/'AA+sf'/'AA-sf'/'A-sf'/'BBB+sf'.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

Similarly, declining cash flow decreases property value and
capacity to meet its debt service obligations. The table below
indicates the model implied rating sensitivity to changes to the
same one variable, Fitch NCF:

Original Rating:
'AAAsf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB-sf'/'B-sf'.

10% NCF Decline:
'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf'/'BB-sf'/'CCCsf'.

20% NCF Decline: 'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf'/'Bsf
'/'CCCsf'/'CCCsf'.

30% NCF Decline:
'BBB+sf'/'BBB-sf'/'B+sf'/'CCCsf'/'CCCsf'/'CCCsf'/'CCCsf'.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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 Ernst & Young LLP. The third-party due diligence
described in Form 15E focused on a comparison and re-computation of
certain characteristics with respect to each of the mortgage loans.
Fitch considered this information in its analysis and it did not
have an effect on Fitch's analysis or conclusions.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


MVW 2021-1W LLC: Fitch Gives 'BB(EXP)' Rating on Class D Notes
---------------------------------------------------------------
Fitch Ratings has assigned ratings and Outlooks to notes issued by
MVW 2021-1W LLC (2021-1W). The social and market disruption caused
by the coronavirus pandemic and related containment measures has
negatively affected the U.S. economy. To account for the potential
impact, Fitch incorporated conservative assumptions in deriving the
base case cumulative gross default (CGD) proxy. The analysis
focused on peak extrapolations of 2006-2009 and 2015-2018 vintages,
as a starting point and made adjustments based on the prefunding
account that will consist of well-seasoned receivables from the
prior MVW and Welk transaction, which are expected to be redeemed
during the prefunding period, as well as new contracts. The
sensitivity of the ratings to scenarios more severe than currently
expected is provided in the Rating Sensitivities section.

DEBT             RATING
----             ------
MVW 2021-1W LLC

A     LT  AAA(EXP)sf  Expected Rating
B     LT  A(EXP)sf    Expected Rating
C     LT  BBB(EXP)sf  Expected Rating
D     LT  BB(EXP)sf   Expected Rating

KEY RATING DRIVERS

Borrower Risk - Weaker Collateral Pool: This is the fourth
transaction to include originations from both the Marriott
Vacations Worldwide Corporation (MVW) and Vistana Signature
Experiences (VSE) platforms and the first to include Welk
originations. Overall, the pool is weaker than the 2020-1 pool, as
the weighted average (WA) FICO decreased to 719 from 735. Further,
15-year loans are up notably to 40.3% from 26.9% in 2020-1.
However, the concentration of foreign obligors declined to 2.9%
from 5.9% in 2020-1

The 2021-1W pool includes 13.5% of Sheraton collateral, down from
18.9% in 2020-1, which performs worse than Marriott Vacation Club
(MVC) across all FICO bands. The concentration of Westin loans also
declined to 9.7% from 18.3% in 2020-1. This is the second
MORI-sponsored transaction to include Hyatt-branded loans and the
first to include Welk-branded loans, which are 2.2% and 26.9% of
the initial pool, respectively. Historically, the Welk-branded
loans have higher defaults compared with the other brands in this
transaction. Seasoning increased marginally to 10 months from nine
months in 2020-1.

Forward-Looking Approach on CGD Proxy - Weakening Performance: With
the exception of certain foreign segments, MVC 2010-2016 vintages
displayed improved performance relative to the weaker 2007-2009
periods, although more recent vintages remain under stress. The
VSE, HVO and Welk portfolio also experienced stress during the
recession. Since then, loan performance also improved but
experienced deterioration in recent years. The newly included
Welk-branded loans show overall high projected defaults in most
cases exceeding other brands, including Sheraton and Hyatt. Fitch's
current base case CGD proxy is 17.50% for 2021-1W up from 13.25% in
2020-1.

Coronavirus Pressure Continues: Fitch has made assumptions about
the economic impact of coronavirus and related containment
measures. As a base-case scenario, Fitch assumes that the global
recession that took hold in 1H20 and subsequent activity bounce in
2H20 is followed by a slower recovery trajectory in early 2021.
However, GDP is expected to reach pre-pandemic levels in 2021.
Under this scenario, Fitch's initial base case CGD proxy was
derived using weaker performing 2006-2009 and 2015-2018 vintages.

The CGD proxy accounts for the weaker performance and potential
negative impacts from the severe downturn in the tourism and travel
industries during the pandemic, negatively affecting the timeshare
sector.

Structural Analysis — Higher CE Structure: To compensate for
higher expected defaults and the current economic environment,
initial hard credit enhancement (CE) is 52.8%, 28.15%, 9.7% and
2.5% for the class A, B, C and D notes, respectively. CE is notably
higher relative to 2020-1, given both the weaker collateral pool
and higher defaults. Available CE is sufficient to support stressed
'AAAsf', 'Asf', 'BBBsf' and 'BBsf' multiples of Fitch's base case
CGD proxy of 17.50%.

As with prior MVW/MVW Owner Trust (MVWOT) transactions, 2021-1W has
a pre-funding account that will hold up to 25%, of the initial
collateral balance after the closing date to buy eligible timeshare
loans, up significantly from 3.9% in 2020-1 but in line with prior
transactions. This account is required to be used to buy both
called collateral from prior MVW and Welk transactions and new
originations, which are limited to 42% of the pre-funding pool.

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

RATING SENSITIVITIES

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance driven by stable
    delinquencies and defaults would lead to increasing CE levels
    and consideration for potential upgrades. If CGD is 20% less
    than the projected proxy, the expected ratings would be
    maintained for class A notes at stronger rating multiples. For
    the class B, C and D notes, the multiples would increase
    resulting in potential upgrade of one rating category, one
    notch and one rating category, respectively.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

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

-- Hence, Fitch conducts sensitivity analysis by stressing both a
    transaction's initial base case CGD and prepayment assumptions
    and examining the rating implications on all classes of issued
    notes. The CGD sensitivity stresses the CGD proxy to the level
    necessary to reduce each rating by one full category, to non
    investment grade (BBsf) and to 'CCCsf' based on the break-even
    loss coverage provided by the CE structure. The prepayment
    sensitivity includes 1.5x and 2.0x increases to the prepayment
    assumptions representing moderate and severe stresses,
    respectively. These analyses are intended to provide an
    indication of the rating sensitivity of notes to unexpected
    deterioration of a trust's performance.

-- Additionally, Fitch conducts increases of 1.5x and 2.0x to the
    CGD proxy, which represents moderate and severe stresses,
    respectively. These analyses are intended to provide an
    indication of the rating sensitivity of notes to unexpected
    deterioration of a trust's performance. A more prolonged
    disruption from the pandemic is accounted for in the severe
    downside stress of 2.0x and could result in downgrades of up
    to three rating categories.

Due to the coronavirus pandemic, the U.S. and the broader global
economy remain under stress, with surging unemployment and pressure
on businesses stemming from government social distancing
guidelines. Unemployment pressure on the consumer base may result
in increases in delinquencies.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

Fitch was provided with due diligence information from Ernst &
Young LLP and Wells Fargo Bank, N.A., as custodian, respectively.
The due diligence information was provided on Form ABS Due
Diligence-15E and focused on a comparison and recalculation of
certain characteristics with respect to 250 sample loans by Ernst &
Young LLP and 9,429 sample loans by Wells Fargo Bank, N.A.,
respectively. Fitch considered this information in its analysis,
and the findings did not have an impact on the agency's analysis.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


MVW 2021-1W: S&P Assigns Prelim BB (sf) Rating on Class D Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to MVW 2021-1W
LLC's timeshare loan-backed notes.

The note issuance is an ABS transaction backed by vacation
ownership interval (timeshare) loans.

The preliminary ratings are based on information as of May 5, 2021.
Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect S&P's opinion of the credit
enhancement that is available in the form of overcollateralization,
the subordination for the class A, B, C, and D notes, the reserve
account, and the available excess spread. The preliminary ratings
are also based on our opinion of Marriott Ownership Resorts Inc.'s
servicing ability and experience in the timeshare market.

  Preliminary Ratings Assigned

  MVW 2021-1W LLC

  Class A, $206.863 million: AAA (sf)
  Class B, $106.900 million: A (sf)
  Class C, $80.012 million: BBB (sf)
  Class D, $31.225 million: BB (sf)


NEUBERGER BERMAN XXI: Moody's Rates Class E-R2 Notes 'Ba3'
----------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
CLO refinancing notes issued by Neuberger Berman CLO XXI, Ltd. (the
"Issuer").
Moody's rating action is as follows:

US$5,000,000 Class X-R2 Senior Secured Floating Rate Notes due 2034
(the "Class X-R2 Notes"), Definitive Rating Assigned Aaa (sf)

US$300,000,000 Class A-1-R2 Senior Secured Floating Rate Notes due
2034 (the "Class A-1-R2 Notes"), Definitive Rating Assigned Aaa
(sf)

US$20,000,000 Class A-2-R2 Senior Secured Floating Rate Notes due
2034 (the "Class A-2-R2 Notes"), Definitive Rating Assigned Aaa
(sf)

US$57,250,000 Class B-R2 Senior Secured Floating Rate Notes due
2034 (the "Class B-R2 Notes"), Definitive Rating Assigned Aa2 (sf)

US$24,750,000 Class C-R2 Mezzanine Secured Deferrable Floating Rate
Notes due 2034 (the "Class C-R2 Notes"), Definitive Rating Assigned
A2 (sf)

US$32,250,000 Class D-R2 Mezzanine Secured Deferrable Floating Rate
Notes due 2034 (the "Class D-R2 Notes"), Definitive Rating Assigned
Baa3 (sf)

US$25,750,000 Class E-R2 Junior Secured Deferrable Floating Rate
Notes due 2034 (the "Class E-R2 Notes"), Definitive Rating Assigned
Ba3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on Moody's methodology and
considers all relevant risks particularly those associated with the
CLO's portfolio and structure.

The Issuer is a managed cash flow collateralized loan obligation
(CLO). The issued notes are collateralized primarily by a portfolio
of broadly syndicated senior secured corporate loans. At least 90%
of the portfolio must consist of first lien senior secured loans,
cash, and eligible investments, and up to 10% of the portfolio may
consist of second lien loans, unsecured loans and bonds.

Neuberger Berman Investment Advisers LLC (the "Manager") will
continue to direct the selection, acquisition and disposition of
the assets on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
extended five year reinvestment period. Thereafter, subject to
certain restrictions, the Manager may reinvest unscheduled
principal payments and proceeds from sales of credit risk assets.

In addition to the issuance of the Refinancing Notes and additional
subordinated notes, a variety of other changes to transaction
features will occur in connection with the refinancing. These
include: extension of the reinvestment period; extensions of the
stated maturity and non-call period; changes to certain collateral
quality tests; and changes to the overcollateralization test
levels; the inclusion of Libor replacement provisions; changes to
the definition of "Adjusted Weighted Average Moody's Rating Factor"
and changes to the base matrix and modifiers.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

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

Portfolio par: $500,000,000

Diversity Score: 75

Weighted Average Rating Factor (WARF): 2918

Weighted Average Spread (WAS): 3.20%

Weighted Average Coupon (WAC): 6.00%

Weighted Average Recovery Rate (WARR): 48.0%

Weighted Average Life (WAL): 9 years

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of corporate assets from a gradual and unbalanced
recovery in U.S. economic activity.

Moody's regard the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

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

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


NEW RESIDENTIAL 2021-NQM1R: Fitch Gives B(EXP) Rating on B-2 Debt
-----------------------------------------------------------------
Fitch Ratings has assigned expected ratings to New Residential
Mortgage Loan Trust 2021-NQM1R (NRMLT 2021-NQM2R).

DEBT                RATING
----                ------
New Residential Mortgage Trust 2021-NQM2R

A-1      LT  AAA(EXP)sf  Expected Rating
A-2      LT  AA(EXP)sf   Expected Rating
A-3      LT  A(EXP)sf    Expected Rating
M-1      LT  BBB(EXP)sf  Expected Rating
B-1      LT  BB(EXP)sf   Expected Rating
B-2      LT  B(EXP)sf    Expected Rating
B-3      LT  NR(EXP)sf   Expected Rating
A-IO-S   LT  NR(EXP)sf   Expected Rating
XS-1     LT  NR(EXP)sf   Expected Rating
XS-2     LT  NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Fitch expects to rate the residential mortgage-backed notes to be
issued by New Residential Mortgage Loan Trust 2021-NQM2R (NRMLT
2021-NQM2R) as indicated above. The notes are supported by 729
loans from NRMLT and Deephaven Residential Mortgage Trust (DRMT)
collapsed transactions that had a balance of $270.7 million as of
the May 1, 2021 cutoff. This will be the eleventh Fitch-rated
nonqualified mortgages (non-QMs) transaction. The pool consists of
loans originated by NewRez LLC (NewRez), which was formerly known
as New Penn Financial, LLC and loans aggregated by Deephaven
Mortgage LLC. The loans in this pool are from the called deals:
NRMLT 2019-NQM2, DRMT 2017-3, DRMT 2018-1, DRMT 2018-2, DRMT
2018-3, DRMT 2018-4, and DRMT 2019-1.

The notes are secured mainly by non-QM loans as defined by the
Ability-to-Repay (ATR) Rule. 69.5% of the loans in the pool are
designated as non-QM; 29.8% are investor properties, and thus not
subject to the ATR Rule; 0.58% are Safe Harbor QM; and 0.11% are
rebuttable presumption QM.

There is LIBOR exposure in this transaction. The collateral
consists of 57% adjustable-rate loans, which reference a mix of
one, three, six and one-year LIBOR index rates. The notes are fixed
rate and capped at the net weighted average coupon (WAC).

KEY RATING DRIVERS

Non-Prime Credit Quality (Mixed): The collateral consists of 729
loans, totaling $270.7 million, and seasoned approximately 35
months in aggregate according to Fitch (34 months per the
collateral stats). The borrowers have an adequate credit profile
similar to other NQM transactions (699 FICO and 36% DTI as
determined by Fitch) and moderate leverage (73.8% sLTV). The pool
consists of 66.6% of loans where the borrower maintains a primary
residence, while 33.4% is considered an investor property or second
home. Additionally, only 9% of the loans were originated through a
retail channel. Additionally, 70% are considered Non-QM, and the
remainder are either not subject to QM as they are investor loans,
or safe harbor or rebuttable presumption qualified mortgages. 48.8%
of the loans were originated by NewRez LLC and have been serviced
since origination by Shellpoint Mortgage Servicing. The remaining
51.2% of the loans were aggregated by Deephaven from various
originators.

7.7% of the pool is comprised of loans to non-permanent residents
or foreign nationals. To account for the potential additional risk
of these borrowers, Fitch treated the loans as investor occupied,
removed the liquid reserves, and considered them to have no income
or employment documentation.

Geographic Concentration (Negative): Approximately 27% of the pool
is concentrated in California. The largest MSA concentration is in
the New York-Northern New Jersey-Long Island, NY-NJ-PA MSA (18.8%),
followed by the Los Angeles-Long Beach-Santa Ana, CA MSA (11.5%)
and the Miami-Fort Lauderdale-Miami Beach, FL MSA (8.3%). The top
three MSAs account for 39% of the pool. As a result, there was a
1.01x PD penalty for geographic concentration.

Loan Documentation (Negative): Approximately 77.7% of the pool was
underwritten to less than full documentation according to Fitch.
Approximately 46% was underwritten to a 12 or 24 month bank
statement program for verifying income, which is not consistent
with Appendix Q standards and Fitch's view of a full documentation
program. A key distinction between this pool and legacy Alt-A loans
is that these loans adhere to underwriting and documentation
standards required under the CFPB's ATR Rule, which reduces the
risk of borrower default arising from lack of affordability,
misrepresentation or other operational quality risks due to rigor
of the Rule's mandates with respect to the underwriting and
documentation of the borrower's ability to repay. Additionally,
0.3% are Asset Depletion product (1 loan) and 13.3% are DSCR
product.

Fitch considered 22.3% of the pool as being fully documented based
on the loans being underwritten to 12-24 months of W2s and/or tax
returns.

High Investor Property Concentrations (Negative): Approximately 23%
of the pool comprises investment property loans, including 13.3%
underwritten to a cash flow ratio rather than the borrower's
debt-to-income ratio. Investor property loans exhibit higher PDs
and higher loss severities (LS) than owner-occupied homes. The
borrowers of the investor properties in the pool have strong credit
profiles, with a WA FICO of 712 and a CLTV of 66% (loans
underwritten to the cash flow ratio have a WA FICO of 710 and a
CLTV of 72%). Fitch increased the PD by approximately 2.0x for the
cash flow ratio loans (relative to a traditional income
documentation investor loan) to account for the increased risk.

Modified Sequential Payment Structure (Neutral):

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

Macro or Sector Risk (Positive): Consistent with the "Additional
Scenario Analysis" section of Fitch's "U.S. RMBS
Coronavirus-Related Analytical Assumptions" criteria, Fitch will
consider applying additional scenario analysis based on stressed
assumptions as described in the section to remain consistent with
significant revisions to Fitch's macroeconomic baseline scenario or
if actual performance data indicates the current assumptions
require reconsideration.

In response to revisions made to Fitch's macroeconomic baseline
scenario, observed actual performance data and the unexpected
development in the health crisis arising from the advancement and
availability of coronavirus vaccines, Fitch reconsidered the
application of the coronavirus-related ERF floors of 2.0 and used
ERF Floors of 1.5 and 1.0 for the 'BBsf' and 'Bsf' rating stresses,
respectively. Fitch's March 2021 Global Economic Outlook and
related base-line economic scenario forecasts have been revised to
a 6.2% U.S. GDP growth for 2021 and 3.3% for 2022 following a -3.5%
GDP growth in 2020. Additionally, Fitch's U.S. unemployment
forecasts for 2021 and 2022 are 5.8% and 4.7%, respectively, which
is down from 8.1% in 2020. These revised forecasts support Fitch
reverting back to the 1.5 and 1.0 ERF floors described in Fitch's
"U.S. RMBS Loan Loss Model Criteria."

RATING SENSITIVITIES

Fitch incorporates a sensitivity analysis to demonstrate how the
ratings would react to steeper market value declines (MVDs) than
assumed at the MSA level. Sensitivity analyses was conducted at the
state and national levels to assess the effect of higher MVDs for
the subject pool as well as lower MVDs, illustrated by a gain in
home prices.

Factor that could, individually or collectively, lead to a negative
rating action/downgrade:

-- This defined negative 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 40.7% at 'AAAsf'. The analysis
    indicates that there is some potential rating migration with
    higher MVDs, compared with the model projection.

Factors that could, individually or collectively, lead to a
positive rating action/upgrade:

-- This defined positive rating sensitivity analysis demonstrates
    how the ratings would react to positive home price growth of
    10% with no assumed overvaluation. Excluding the senior class,
    which is already rated 'AAAsf', the analysis indicates there
    is potential positive rating migration for all of the rated
    classes. Specifically, a 10% gain in home prices would result
    in a full category upgrade for the rated class excluding those
    being assigned ratings of 'AAAsf'

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modeling process uses the modification of
these variables to reflect asset performance in up and down
environments. The results should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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 SitusAMC and Clayton. The third-party due diligence
described in Form 15E focused on three areas: a compliance review,
a credit review, and a valuation review, and was conducted on 98%
of the loans in the pool. Infinity conducted third-party due
diligence on 2% of the pool which included a compliance review, a
credit review, and a valuation review, but did not provide a form
15E and the reviews were not conducted within the scope of Fitch's
criteria. Fitch reviewed the reports from Infinity and took their
findings into consideration in the analysis, but did not give due
diligence credit to the loans reviewed by Infinity, since the
review did not adhere to Fitch's criteria. Fitch considered the
information provided by Clayton, SitusAMC, and Infinity in its
analysis and believes the overall results of the review generally
reflected strong underwriting controls.

Fitch received certifications indicating that the loan-level due
diligence was conducted in accordance with its published standards
for reviewing loans and in accordance with the independence
standards outlined in its criteria. Fitch considered all the above
information in its analysis and, as a result, Fitch applied minor
adjustments to its analysis.

Overall, Fitch applied a credit for the high percentage of loan
level due diligence which reduced the 'AAAsf' loss expectation by
36bps.

DATA ADEQUACY

Fitch relied on an independent third-party due diligence review
performed on 100% of the loans. 98% of the third-party due
diligence was consistent with Fitch's "U.S. RMBS Rating Criteria"
(May 2021) while the remaining 2% did not adhere to Fitch's
criteria and Fitch did not give due diligence credit to those
loans. The sponsor of the transaction engaged SitusAMC and Clayton
and Infinity to perform the review. Loans reviewed under this
engagement were given compliance, credit and valuation grades, and
assigned initial grades for each subcategory.

Fitch also utilized data files that were made available by the
issuer on its SEC Rule 17g-5 designated website. The loan-level
information Fitch received was provided in the American
Securitization Forum's (ASF) data layout format. The ASF data tape
layout was established with input from various industry
participants, including rating agencies, issuers, originators,
investors and others, to produce an industry standard for the
pool-level data in support of the U.S. RMBS securitization market.
The data contained in the data tape layout were populated by the
due diligence company, and no material discrepancies were noted.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


NEWREZ WAREHOUSE 2021-1: Moody's Assigns B2 Rating to Cl. E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to five
classes of notes issued by NewRez Warehouse Securitization Trust
2021-1 (the transaction). This is the first warehouse
securitization by NewRez LLC. The ratings range from Aaa (sf) to B2
(sf). The securities in this transaction are backed by a revolving
pool of newly originated first-lien, fixed rate and adjustable
rate, residential mortgage loans which are eligible for purchase by
Fannie Mae, Freddie Mac or in accordance with the criteria of
Ginnie Mae for the guarantee of securities backed by mortgage loans
to be pooled in connection with the issuance of Ginnie Mae
securities. The pool may also include FHA Streamline mortgage loans
or VA IRRR mortgage Loans, which may have limited valuation and
documentation. The revolving pool has a total size of
$750,000,000.

The definitive rating on Class C is higher than the provisional
rating assigned on April 26, 2021 because the actual weighted
average coupon of all the notes is lower than the assumed weighted
average coupon used for assigning the provisional ratings.

The complete rating action is as follows:

Issuer: NewRez Warehouse Securitization Trust 2021-1

Cl. A, Definitive Rating Assigned Aaa (sf)

Cl. B, Definitive Rating Assigned Aa2 (sf)

Cl. C, Definitive Rating Assigned A1 (sf)

Cl. D, Definitive Rating Assigned Baa2 (sf)

Cl. E, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

The transaction is based on a repurchase agreement between NewRez
LLC ("NewRez"), as repo seller, and NewRez Warehouse Securitization
Trust 2021-1 as repo buyer.

Moody's expected losses in a based case scenario are 5.78% at the
mean and 4.87% at the median. Moody's loss at a stress level
consistent with Moody's Aaa ratings is 31.16%. The loss levels are
based on a scenario in which the repo seller does not pay the
aggregate repurchase price to pay off the notes at the end of the
facility's three year revolving term, and the repayment of the
notes will depend on the credit performance of the remaining static
pool of mortgage loans. To assess the credit quality of the static
pool, Moody's created a hypothetical adverse pool based on the
facility's eligibility criteria, which includes no more than 5% (by
unpaid balance) adjustable rate mortgage (ARM) loans. Loans which
are subject to payment forbearance, a trial modification, or
delinquency are ineligible to enter the facility. However, with
respect to any purchased mortgage loan that fails to satisfy the
definition of an eligible mortgage loan after being purchased, the
repo seller may keep such loan in the trust with an assigned market
value and principal balance of zero. The repo seller must
repurchase ineligible loans that are subject to Level C or D
exceptions or a TILA-RESPA Integrated Disclosure (TRID) violation
in a third-party diligence (TPR) report, or have breached
representations in the master repurchase agreement (MRA) related to
predatory lending, HOEPA or environmental matters.

Moody's analyzed the pool using Moody's US MILAN model and made
additional pool level adjustments to account for risks related to
(i) a weak representation and warranty enforcement framework and
(ii) potential non compliance findings related to the (TRID) Rule
in TPR reports. This transaction does not include mortgage loans
evidenced with eNotes as of the time of closing, but the issuer may
exercise its option to amend the transaction documents to include
eNotes after closing. Such amendment will be subject to
satisfaction of the rating agency condition (RAC).

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

Collateral Description:

The mortgage loans will be newly originated, first-lien, fixed-rate
and adjustable rate mortgage loans that also comply with the
eligibility criteria set forth in the master repurchase agreement.
The aggregate principal balance of the purchased loans at closing
will be $750,000,000. Per the transaction documents, the mortgage
pool will have a minimum weighted average FICO of 730 and a maximum
weighted average LTV of 82%.

The ultimate composition of the pool of mortgage loans remaining in
the facility at the end of the three-year term upon default of
NewRez is unknown. Moody's modeled this risk through evaluating the
credit risk of an adverse pool constructed using the eligibility
criteria. In generating the adverse pool: 1) Moody's assumed the
worst numerical value from the criteria range for each loan
characteristic. For example, the credit score of the loans is not
less than 660 and the weighted average credit score of the
purchased mortgage loans is not less than 730; the maximum
debt-to-income ratio is 50% in the adverse pool (per eligibility
criteria); 2) Moody's assumed risk layering for the loans in the
pool within the eligibility criteria. For example, loans with the
highest LTV also had the lowest FICO to the extent permitted by the
eligibility criteria; 3) Moody's took into account the specified
restrictions in the eligibility criteria such as the weighted
average LTV and FICO; 4) Since these loans are eligible for
purchase by the agencies, Moody's also took into account the
specified restrictions in the underwriting criteria.

The transaction allows the warehouse facility to include up to 25%
of mortgage loans (by outstanding principal balance) whose
collateral documents have not yet been delivered to the custodian
(wet loans). This transaction is more vulnerable to the risk of
losses owing to fraud from wet loans during the time it does not
hold the collateral documents. There are risks that a settlement
agent will fail to deliver the mortgage loan files after receipt of
funds, or the sponsor of the securitization, either by committing
fraud or by mistake, will pledge the same mortgage loan to multiple
warehouse lenders. However, Moody's analysis has considered several
operational mitigants to reduce such risks, including (i)
collateral documents must be delivered to the custodian within 10
business days following a wet loan's funding or it becomes
ineligible, (ii) the transaction will only fund NewRez's warehouse
lenders, not the individual settlement agents, (iii) NewRez, as the
repo seller, has a fidelity bond in place in the event of fraud in
connection with the crime or dishonesty of its employees.

The mortgage loans will be originated by NewRez or Caliber Home
Loans, Inc. (Caliber) following the acquisition by NRZ. An eligible
mortgage loan originated by Caliber will be originated as a
correspondent for NewRez and will be originated in accordance with
NewRez's origination guidelines. NewRez has the necessary
processes, staff, technology and overall infrastructure in place to
effectively originate agency eligible mortgage loans for this
transaction.

The loans will be serviced by NewRez LLC d/b/a Shellpoint Mortgage
Servicing (Shellpoint). U.S. Bank National Association will be the
standby servicer. Moody's consider the overall servicing
arrangement for this pool to be adequate. At the transaction
closing date, the servicer acknowledges that it is servicing the
purchased loans for the joint benefit of the issuer and the
indenture trustee.

Transaction Structure:

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

The transaction is structured as a master repurchase agreement
between NewRez (the repo seller) and the NewRez Warehouse
Securitization Trust 2021-1 (the trust or issuer). The U.S.
Bankruptcy Code provides repurchase agreements, security contracts
and master netting agreements a "safe harbor" from the Bankruptcy
Code automatic stay. Due to this safe harbor, in the event of a
bankruptcy of NewRez, the issuer will be exempt from the automatic
stay and thus, the issuer will be able to exercise remedies under
the master repurchase agreement, which includes seizing the
collateral.

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

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

Ongoing Due Diligence

During the revolving period, Clayton Services LLC (or a qualified
successor diligence provider appointed by the repo seller) will
conduct ongoing due diligence every 180 days on 100 randomly
selected loans (other than wet loans and ineligible loans). The
first review will be performed 30 days following the closing date.
The scope of the review will include credit underwriting,
regulatory compliance, valuation and data integrity. On any review
date, to the extent that a final due diligence report identifies
Level C or D exceptions greater than or equal to 6% by loan count
of the purchased mortgage loans reviewed, the next review date will
be 90 days thereafter such review.

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

Loans that have compliance findings related to the TRID Rule will
be purchased out of the facility. However, in a scenario where the
transaction terms out due to an event of default, the trust maybe
exposed to potential losses as there may not be an active
counterparty to resolve any issues related to TRID.

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

Representation and Warranties

For a mortgage loan to qualify as an eligible mortgage loan, the
loan must meet the repo seller's representations and warranties.
The substance of the representations and warranties are consistent
with those in Moody's published criteria for representations and
warranties for U.S. RMBS transactions. After a repo event of
default, a delinquent loan reviewer will conduct a review of loans
that are more than 120 days delinquent to identify any breaches of
the representations and warranties provided by the repo seller.
Loans that breach the representations and warranties will become
ineligible mortgage loans.

While the transaction has the above described representation and
warranty enforcement mechanism, Moody's believe that in the
amortization period, after an event of default where the repo
seller did not pay the notes in full, it is unlikely that the repo
seller will repurchase the mortgage loans. In addition, the
noteholders (holding 100% of the aggregate principal amount of all
notes) may waive the requirement to appoint a delinquent loan
reviewer. Moody's Aaa expected loss and base case expected loss
includes an adjustment for the weak representation and warranties
enforcement.

Margin maintenance

On each business day, the custodian will mark to market the value
of the purchased mortgage loans. If the purchase price is greater
than the aggregate market value of the purchased mortgage loans,
then there is a margin deficit. The custodian will notify the repo
seller and the repo seller will transfer to the repo buyer's
account additional eligible mortgage loans and/or cash such that
the margin value of the purchased mortgage loans equals or exceeds
the repurchase price. The market value for the purpose of margin
maintenance is capped at the outstanding unpaid principal balance
of such mortgage loan. Unlike other warehouse transactions Moody's
rated, this transaction does not require a margin call unless the
margin deficit equals or exceeds the threshold of $1,000,000, as
calculated by the custodian. Moody's view this threshold as an
operational convenience and not a material credit weakness.

Elevated social risks associated with the coronavirus

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of consumer assets from a gradual and unbalanced
recovery in US economic activity.

Moody's regard the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

Moody's have not made any adjustments related to coronavirus for
this transaction because (i) loans that are subject to payment
forbearance or a trial modification are ineligible to enter the
facility, and the repo seller must repurchase loans in the facility
that become subject to forbearance, (ii) delinquent loans are
ineligible to enter the facility, and (iii) loans are unlikely to
be modified while in the facility due to the seasoning constraint
specified in the eligibility criteria. There's no credit impact for
zero value ineligible loans to remain in the trust and those loans,
if any, will be flagged in monitoring data tapes and excluded from
third-party due diligence sampling.

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

Up

Levels of credit protection that are higher than necessary to
protect investors against current expectations of loss could drive
the ratings up. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the mortgaged property securing an
obligor's promise of payment. Transaction performance also depends
greatly on the US macro economy and the state of the housing
market.

Down

Levels of credit protection that are insufficient to protect
investors against current expectations of loss could drive the
ratings down. Losses could rise above Moody's original expectations
as a result of a weaker collateral composition than that in the
adverse pool, financial distress of any of the counterparties.
Transaction performance also depends greatly on the US macro
economy and housing market.

Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating US RMBS Using the MILAN Framework" published in
April 2020.


OCP CLO 2020-18: S&P Assigns BB- (sf) Rating on Class E-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-R, B-R, C-R,
D-R, and E-R replacement notes from OCP CLO 2020-18 Ltd., a CLO
originally issued in 2020 that is managed by Onex Credit Partners
LLC.

The replacement notes were issued via a supplemental indenture,
which outlines the terms of the replacement notes. According to the
proposed supplemental indenture:

-- The replacement class A-R, C-R, D-R, and E-R notes were issued
at a lower spread over three-month LIBOR than the original notes.

-- The replacement class B-R notes were issued at a floating
spread, replacing the class B-1 floating and B-2 fixed rate notes.

-- The stated maturity and the reinvestment period were extended
by 2.25 years.

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

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

  Ratings Assigned

  OCP CLO 2020-18 Ltd./OCP CLO 2020-18 LLC

  Class A-R, $248.00 million: AAA (sf)
  Class B-R, $56.00 million: AA (sf)
  Class C-R (deferrable), $24.00 million: A (sf)
  Class D-R (deferrable), $24.00 million: BBB- (sf)
  Class E-R (deferrable), $16.00 million: BB- (sf)
  Subordinated notes, $54.84 million: NR

  Ratings Withdrawn

  OCP CLO 2020-18 Ltd./OCP CLO 2020-18 LLC

  Class A: To NR from AAA (sf)
  Class B-1: To NR from AA (sf)
  Class B-2: To NR from AA (sf)
  Class C: To NR from A (sf)
  Class D: To NR from BBB- (sf)
  Class E: To NR from BB- (sf)

  NR--Not rated.


PREFERRED TERM XXIV: Fitch Affirms C Rating on 3 Tranches
---------------------------------------------------------
Fitch Ratings has affirmed 38, upgraded five, and revised or
assigned Rating Outlooks to five tranches from six collateralized
debt obligations (CDOs) backed primarily by trust preferred (TruPS)
securities issued by banks and insurance companies.

    DEBT                          RATING            PRIOR
    ----                          ------            -----
Preferred Term Securities XXIV, Ltd./Inc.

A-1 74043CAA5                     LT Asf   Affirmed  Asf
A-2 74043CAB3                     LT BBsf  Affirmed  BBsf
B-1 74043CAC1                     LT Bsf   Upgrade   CCCsf
B-2 74043CAE7                     LT Bsf   Upgrade   CCCsf
C-1 74043CAG2                     LT Csf   Affirmed  Csf
C-2 74043CAJ6                     LT Csf   Affirmed  Csf
D 74043CAL1                       LT Csf   Affirmed  Csf

Preferred Term Securities XXVI, Ltd./Inc.

A-1 74042QAA5                     LT AAsf  Affirmed  AAsf
A-2 74042QAB3                     LT BBBsf Affirmed  BBBsf
B-1 74042QAC1                     LT BBsf  Upgrade   Bsf
B-2 74042QAE7                     LT BBsf  Upgrade   Bsf
C-1 74042QAG2                     LT CCCsf Affirmed  CCCsf
C-2 74042QAJ6                     LT CCCsf Affirmed  CCCsf
D 74042QAL1                       LT Csf   Affirmed  Csf

Preferred Term Securities XXVIII, Ltd./Inc.

A-1 74042CAA6                     LT Asf   Affirmed  Asf
A-2 74042CAC2                     LT BBBsf Affirmed  BBBsf
B 74042CAE8                       LT BBsf  Affirmed  BBsf
C-1 74042CAG3                     LT CCCsf Affirmed  CCCsf
C-2 74042CAJ7                     LT CCCsf Affirmed  CCCsf
D 74042CAL2                       LT CCsf  Affirmed  CCsf

Preferred Term Securities XX, Ltd./Inc.

Floating Rate Class A-1 Senior 74042DAA4  LT Asf   Affirmed  Asf
Floating Rate Class A-2 Senior 74042DAC0  LT BBBsf Affirmed  BBBsf

Floating Rate Class B Mezzanin 74042DAE6  LT Bsf   Affirmed  Bsf
Floating Rate Class C Mezzanin 74042DAG1  LT CCCsf Affirmed  CCCsf

Floating Rate Class D Mezzanin 74042DAJ5  LT Csf   Affirmed  Csf

Preferred Term Securities XXIII, Ltd./Inc.

A-1 74043AAD3                      LT Asf   Affirmed  Asf
A-2 74043AAE1                      LT BBBsf Affirmed  BBBsf
A-FP 74043AAC5                     LT BBBsf Affirmed  BBBsf
B-1 74043AAJ0                      LT BBsf  Affirmed  BBsf
B-2 74043AAL5                      LT BBsf  Affirmed  BBsf
B-FP 74043AAG6                     LT BBsf  Affirmed  BBsf
C-1 74043AAQ4                      LT CCCsf Affirmed  CCCsf
C-2 74043AAS0                      LT CCCsf Affirmed  CCCsf
C-FP 74043AAN1                     LT CCCsf Affirmed  CCCsf
D-1 74043AAW1                      LT Csf   Affirmed  Csf
D-FP 74043AAU5                     LT Csf   Affirmed  Csf

Preferred Term Securities XXV, Ltd./Inc.

A-1 74042FAA9                      LT Asf   Affirmed  Asf
A-2 74042FAB7                      LT BBBsf Upgrade   BBsf
B-1 74042FAC5                      LT Bsf   Affirmed  Bsf
B-2 74042FAE1                      LT Bsf   Affirmed  Bsf
C-1 74042FAG6                      LT Csf   Affirmed  Csf
C-2 74042FAJ0                      LT Csf   Affirmed  Csf
D 74042FAL5                        LT Csf   Affirmed  Csf

KEY RATING DRIVERS

The main driver behind the upgrades was deleveraging from
collateral redemptions and excess spread, which resulted in
paydowns to the senior most notes, ranging between 2% and 15% of
their balances at last review. The magnitude of the deleveraging
for each CDO is reported in the accompanying rating action report.

For one transaction, the credit quality of the collateral
portfolios, as measured by a combination of Fitch's bank scores and
public ratings, improved, with the other five exhibiting negative
credit migration. One insurance issuer deferred during this review
period. No new cures or defaults have been reported.

The ratings on 32 classes of notes in the six transactions have
been capped based on the application of the performing credit
enhancement (CE) cap as described in Fitch's "U.S. Trust Preferred
CDOs Surveillance Rating Criteria."

RATING SENSITIVITIES

To address potential risks of adverse selection and increased
portfolio concentration, Fitch applied a sensitivity scenario, as
described in the criteria, to applicable transactions.

In addition, this review applied a coronavirus stress scenario.
Under this scenario, all issuers in the pool were downgraded either
by 0.5 for private bank scores, or one notch for publicly rated
banks and insurance issuers with a mapped rating. The outcome of
this scenario was considered in assignment of Outlooks, and when
the notes' performing CE indicated a potential upgrade.

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Future upgrades to the rated notes may occur if a transaction
    experiences improvement in CE through deleveraging from
    collateral redemptions and/or interest proceeds being used for
    principal repayment.

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- Downgrades to the rated notes may occur if a significant share
    of the portfolio issuers defer or default on their TruPS
    instruments, which would cause a decline in performing CE
    levels.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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


PROSPER MARKETPLACE 2018-2: Moody's Hikes Rating on C Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service has upgraded Class C notes issued by
Prosper Marketplace Issuance Trust, Series 2018-2. This transaction
is backed by a pool of unsecured consumer installment loans
originated by Prosper Funding LLC (Prosper) in partnership with
WebBank, a Utah state-chartered industrial bank, and serviced
through the online platform operated by Prosper.

The complete rating action is as follows:

Issuer: Prosper Marketplace Issuance Trust, Series 2018-2

Class C Notes, Upgraded to Ba3 (sf); previously on Sep 3, 2020
Confirmed at B2 (sf)

RATINGS RATIONALE

The upgrade was prompted by a buildup in credit enhancement owing
to non-declining reserve account and overcollateralization. Moody's
lifetime cumulative net loss expectation is 13.25% for the
transaction. The loss expectation reflects updated performance
trends on the underlying pool and the increased likelihood of
defaults by borrowers affected by a slowdown in the US economic
activity due to the coronavirus outbreak. However, more recently US
consumers have shown a high degree of resilience owing to the
government stimulus and borrower relief options offered by the
servicers.

The COVID-19 pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of consumer assets from a gradual and unbalanced
recovery in US economic activity. Specifically, for personal loan
ABS, loan performance will continue to benefit from government
support and the improving unemployment rate that will support the
borrower's income and their ability to service debt. However, any
elevated use of borrower assistance programs, such as payment
deferrals, may adversely impact scheduled cash flows to
bondholders.

Moody's regard the COVID-19 outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was "Moody's Approach
to Rating Consumer Loan-Backed ABS" published in July 2020.

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

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. Losses could decline from Moody's
original expectations as a result of a lower number of obligor
defaults or greater recoveries from the value of the vehicles
securing the obligors' promise of payment. The US job market and
the market for used vehicles are also primary drivers of the
transactions' performance. Other reasons for better-than-expected
performance include changes in servicing practices to maximize
collections on the loans or refinancing opportunities that result
in a prepayment of the loan.

Down

Levels of credit protection that are insufficient to protect
investors against current expectations of loss could lead to a
downgrade of the ratings. Losses could increase from Moody's
original expectations as a result of a higher number of obligor
defaults or a deterioration in the value of the vehicles securing
the obligors' promise of payment. The US job market and the market
for used vehicles are also primary drivers of the transactions'
performance. Other reasons for worse-than-expected performance
include poor servicing, error on the part of transaction parties,
lack of transactional governance and fraud.


UBS COMMERCIAL 2018-C11: Fitch Lowers F-RR Certs to 'CCCsf'
-----------------------------------------------------------
Fitch Ratings has downgraded two and affirmed 13 classes of UBS
Commercial Mortgage Trust, commercial mortgage pass-through
certificates, series 2018-C11 (UBS 2018-C11). The Rating Outlooks
on three classes remain Negative.

    DEBT              RATING          PRIOR
    ----              ------          -----
UBS 2018-C11

A1 90276XAQ8    LT AAAsf   Affirmed   AAAsf
A2 90276XAR6    LT AAAsf   Affirmed   AAAsf
A3 90276XAT2    LT AAAsf   Affirmed   AAAsf
A4 90276XAU9    LT AAAsf   Affirmed   AAAsf
A5 90276XAV7    LT AAAsf   Affirmed   AAAsf
AS 90276XAY1    LT AAAsf   Affirmed   AAAsf
ASB 90276XAS4   LT AAAsf   Affirmed   AAAsf
B 90276XAZ8     LT AA-sf   Affirmed   AA-sf
C 90276XBA2     LT A-sf    Affirmed   A-sf
D 90276XAC9     LT BBB-sf  Affirmed   BBB-sf
E-RR 90276XAE5  LT B-sf    Downgrade  BB-sf
F-RR 90276XAG0  LT CCCsf   Downgrade  B-sf
XA 90276XAW5    LT AAAsf   Affirmed   AAAsf
XB 90276XAX3    LT AA-sf   Affirmed   AA-sf
XD 90276XAA3    LT BBB-sf  Affirmed   BBB-sf

KEY RATING DRIVERS

Increased Loss Expectations: The downgrades and Negative Outlooks
reflect increased loss expectations on a greater number of Fitch
Loans of Concerns (FLOCs) that have been affected by the slowdown
in economic activity related to the coronavirus pandemic:
Twenty-one loans (40.0% of pool), including five loans (7.2%) in
special servicing were designated FLOCs, primarily due to the
impact from the coronavirus pandemic. Fitch's ratings incorporate a
base case rating of 5.70%, which could increase to 6.50%, if losses
on loans affected by the coronavirus pandemic materialize.

Fitch Loans of Concern: The largest contributor to Fitch's overall
loss expectations, 45-55 West 28th Street (2.7%), is secured by a
34,142 sf mixed-use office/retail property in Manhattan. The loan,
which is sponsored by SGR Trust, transferred to special servicing
in November 2020 for payment default. Per servicer updates, a
forbearance proposal is currently under review; however, the lender
is also discussing other possible solutions, including foreclosure.
Fitch's base case loss of 32% factors in a recent servicer
valuation.

Occupancy and servicer-reported NOI DSCR for this interest-only
loan were 87% and 0.32x as of YTD June 2020 compared with 80% and
1.03x as of TTM ended September 2019 and 95% and 1.47x at issuance.
The largest tenant is Blue Sky Jewelry Corp., which leases 8.3% net
rentable area (NRA) through December 2022.

The second largest contributor to Fitch's overall loss
expectations, Soho House Chicago (2.9%) is secured by a 115,000 sf
entertainment and lifestyle venue in the Fulton Market district of
Chicago. The loan, which is sponsored by subsidiaries of Sino-Ocean
Group Holding Limited and Gaw Capital Partners, was designated a
FLOC due to revenue declines and performance concerns as a result
of the coronavirus pandemic. Fitch's analysis includes a 20% total
haircut to YE 2019 NOI due to performance concerns and recent
declines.

The servicer-reported NOI DSCR for this interest-only loan declined
to 1.10x as of YTD September 2020 from 1.71x at YE December 2019
and 1.64x at issuance. Per servicer updates, the decrease is due to
a 41% decrease in rental revenue as a result of the pandemic. The
property's single tenant, Soho House, which leases 100% NRA through
June 2034, had June 2020 and July 2020 rent payments partially
deferred to 2021 but has resumed payments since August 2020.
Additionally, percentage rent has not been collected due to the
tenant's underperformance during the pandemic.

Exposure to Coronavirus Pandemic: Seven loans (14.6%) are secured
by hotel properties. The weighted average NOI DSCR for all the
hotel loans is 2.07x. These hotel loans could sustain a weighted
average decline in NOI of 52% before DSCR falls below 1.00x.
Sixteen loans (27.3%) are secured by retail properties. The
weighted average NOI DSCR for all retail loans is 2.06x. These
retail loans could sustain a weighted average decline in NOI of 52%
before DSCR fall below 1.00x.

Additional coronavirus specific stresses were applied to all seven
hotel loans (14.6%), five retail loans (6.9%), two mixed-use loans
(2.6%), one student housing loan (0.5%) and Soho House Chicago
(2.9%) due to the property being a lifestyle and entertainment
venue. These additional stresses contributed to the Negative
Outlooks on classes D, X-D and E-RR.

Minimal Change to Credit Enhancement: As of the April 2021
distribution date, the pool's aggregate balance has been paid down
by 2.9% to $781 million from $804 million at issuance. One loan
with a $7 million balance at disposition prepaid with yield
maintenance since Fitch's prior review. No loans are defeased.
Twenty loans (55.0% of pool) are full-term, interest-only and six
loans (11.8%) have a partial-term, interest-only component.
Interest Shortfalls of $677,982 are currently impacting classes
NR-RR and VRR.

Pool Concentration: The top 10 loans comprise 44.6% of the pool.
Loan maturities are concentrated in 2028 (81.0%). Three loans
(8.6%) mature in 2023, three loans (7.6%) in 2025 and one loan
(2.8%) in 2027. Based on property type, the largest concentrations
are office at 38.1%, retail at 27.3% and hotel at 14.6%.

RATING SENSITIVITIES

The Negative Outlook on classes D, X-D and E-RR reflect the
potential for downgrades given concerns with the FLOCs, primarily
the specially serviced loans and loans affected by the coronavirus
pandemic. The Stable Outlooks on classes A-1 through C, X-A and X-B
reflect sufficient credit enhancement (CE) and the expectation of
paydown from continued amortization.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance coupled with paydown
    and/or defeasance. Upgrades of classes B, C and X-B may occur
    with significant improvement in CE and/or defeasance but would
    be limited based on sensitivity to concentrations or the
    potential for future concentration. Classes would not be
    upgraded above 'Asf' if there is a likelihood for interest
    shortfalls.

-- Upgrades of class D and X-D could occur if performance of the
    loans affected by the pandemic return to their pre-pandemic
    levels. Upgrades of classes E-RR and F-RR could occur if
    performance of the FLOCs improves significantly and/or if
    there is sufficient CE, which would likely occur if the non
    rated class is not eroded and the senior classes pay-off.

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in pool level expected losses from underperforming
    or specially serviced loans. Downgrades of classes A-1, A-2,
    A-3, A-4, A-5, A-SB and X-A are not likely due to sufficient
    CE and expected receipt of continued amortization. Downgrades
    of classes A-S, B, C and X-B could occur if interest
    shortfalls impact the class, if additional loans become FLOCs
    or if performance of the FLOCs deteriorates further. Classes
    D, X-D, E-RR and F-RR would be downgraded if additional loans
    become FLOCs, performance of the FLOCs declines and/or losses
    on the loans expected to be affected by the coronavirus
    pandemic materialize.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


VERTICAL BRIDGE 2018-1: Fitch Affirms BB- Rating on Class F Debt
----------------------------------------------------------------
Fitch Ratings has affirmed VB-S1 Issuer, LLC's Secured Tower
Revenue Notes, Series 2020-1 and 2018-1.

           DEBT                           RATING          PRIOR
           ----                           ------          -----
Vertical Bridge 2018-1

Series 2018-1, Class C 91823AAG6    LT  Asf    Affirmed   Asf
Series 2018-1, Class D 91823AAH4    LT  BBBsf  Affirmed   BBBsf
Series 2018-1, Class F 91823AAJ0    LT  BB-sf  Affirmed   BB-sf

Vertical Bridge 2020-1

Series 2020-1 Class C-1             LT  Asf    Affirmed   Asf
Series 2020-1 Class C-2 91823AAN1   LT  Asf    Affirmed   Asf
Series 2020-1 Class D 91823AAQ4     LT  BBBsf  Affirmed   BBBsf
Series 2020-1 Class F 91823AAS0     LT  BB-sf  Affirmed   BB-sf

TRANSACTION SUMMARY

The ratings are based on information provided by the issuer as of
Dec. 31, 2020.

The transaction is an issuance of notes backed by mortgages
representing approximately 87.1% of the annualized run rate net
cash flow (ARRNCF) and guaranteed by the direct parent of the
borrower. This guarantee is secured by a pledge and
first-priority-perfected security interest in 100% of the equity
interest of the issuer, direct subsidiaries of which own or lease
wireless communications sites including 2,983 towers and other
structures.

KEY RATING DRIVERS

Fitch Cash Flow and Leverage: Fitch's net cash flow (NCF) on the
pool is $88.0 million, which equates to a Fitch debt service
coverage ratio (DSCR) of 1.13x. The debt multiple relative to
Fitch's NCF would be 9.54x, which equates to a debt yield of 15.0%.
Fitch NCF has increased approximately 6.4% since issuance with
leverage remaining stable.

Technology Dependent Credit: Due to the specialized nature of the
collateral and potential for changes in technology to affect
long-term demand for tower space, similar to most wireless tower
transactions, the senior classes of this transaction do not achieve
ratings above 'Asf'. The securities have a rated final payment
dates 30 years after closing, and the long-term tenor of the
securities increases the risk that an alternative technology --
rendering obsolete the current transmission of wireless signals
through cellular sites -- will be developed. Currently, wireless
service providers (WSPs) depend on towers to transmit their signals
and continue to invest in this technology.

Variable Funding Note: In connection with the transaction, this
issuance of notes will be structured with a $60 million variable
funding note. This note currently ranks pari passu with the class C
notes and will rank senior to the class C-2 notes following the
payoff of the series 2018-1 class C notes. This note that started
with a $0 balance may be drawn upon subject to leverage constraints
and collateral quality tests. As of April 2021, the class had a
drawn balance of $25 million. Upgrades may be limited given the
ability to increase leverage following a corresponding increase in
cash flow.

Additional Notes: The borrower has the ability to issue additional
notes in the future that will rank pari passu with or subordinate
to the rated notes. These may be issued without the benefit of
additional collateral, provided the post-issuance DSCR is not less
than 2.00x. The possibility of upgrades may be limited due to this
provision.

Diversified Pool: There are 2,983 wireless sites spanning 49 states
and Puerto Rico. The largest state, Wisconsin, represents
approximately 10.4% of ARRNCF.

T-Mobile and Sprint Consolidation: T-Mobile US, Inc. and Sprint
Corporation (combined 27.4% of ARRR) merged in April 2020 to form
The New T-Mobile; approximately 11.0% of transaction-level ARRR
from The New T-Mobile is attributable to Sprint legacy leases.
Leases from those tenants could experience churn if overlapping
sites are decommissioned. Fitch assumed additional stresses on the
sites with where Sprint and T-Mobile are co-located, resulting in
approximately a $0.4 million reduction in Fitch stressed cash
flow.

Broadcast Concentration: Broadcast tenants represent approximately
9.9% of the ARRR. Broadcast has limited growth prospects given the
ability for one or a few towers to cover a metropolitan statistical
area (MSA), the low levels of consumption of over-the-air
television and competing mediums for distributing local
advertising.

Security Interest: Sites representing approximately 87.1% of the
ARRNCF are secured by mortgages, and 100% by equity interest in
asset entities. The pledge of the equity of the asset entities
provides security holders with the ability to foreclose on the
ownership of the asset entities in the event of default under the
indenture structure. Title insurance policies are currently in
place for all mortgaged sites as of the expected closing date.

Importance of Towers to Wireless Service Providers: Increased
smartphone penetration and data usage have increased the need for
cell towers. With WSPs continuing to densify 4G networks and roll
out 5G networks to handle increased demands for data capacity,
there is a need for additional towers. The emergence of tablets and
other devices adds additional demand for higher speeds and network
build-outs.

Sites Located in Top 100 Basic Trading Areas: Of the ARRNCF, 47.3%
is from sites located in the top 100 basic trading areas (BTAs).
BTAs are ranked by population, with the top 100 BTAs representing
the 100 highest populated BTAs out of a total of 487 BTAs. BTAs are
geographic boundaries that are used by the FCC to segment the U.S.
wireless market for licensing purposes.

Coronavirus: Fitch believes the risk of the coronavirus pandemic
negatively affecting the telecom sector's operational performance,
including that of tower operators, is relatively low. The lower
risk is due to the integral nature of wireless services in
consumers' day-to-day lives. As such, wireless phone services have
a high position in consumer priority payments. Nonetheless, demands
on infrastructure due to changes in work and usage patterns, as
well as the ability of network suppliers to provide products and
services to wireless carriers, could have an impact. The ultimate
impact on the sector is mixed as some factors could also increase
demand for certain products and services.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Increasing cash flow without an increase in corresponding
    debt, from contractual lease escalators, new tenant leases, or
    lease amendments could lead to upgrades. However, upgrades are
    unlikely given the provision to issue additional debt or draw
    on the committed portion of the VFN, increasing leverage
    without the benefit of additional collateral. Upgrades may
    also be limited given the ratings are capped at 'Asf', given
    the risk of technological obsolescence.

-- A 10% increase in Fitch's NCF indicates the following model
    implied rating sensitivities: Class C from 'Asf' to 'Asf';
    class D from 'BBBsf' to 'Asf'; class F from 'BB-sf' to
    'BB+sf'.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- Declining cash flow as a result of higher site expenses or
    lease churn, and the development of an alternative technology
    for the transmission of wireless signal could lead to
    downgrades.

-- Fitch's NCF was 5.0% below the issuer's underwritten cash
    flow. A further 10% decline in Fitch's NCF indicates the
    following model-implied rating sensitivities: Class C from
    'Asf' to 'BBB-sf'; class D from 'BBBsf' to 'BB+sf'; and class
    F from 'BB-sf' to 'Bsf'.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

VB-S1 Issuer, LLC's Secured Tower Revenue Notes, Series 2020-1 and
2018-1 have an ESG Relevance Score of '4' for Transaction &
Collateral Structure due to several factors, including the issuer's
ability to issue additional debt, which has a negative impact on
the credit profile and is relevant to the ratings in conjunction
with other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


WELLS FARGO 2012-LC5: Fitch Affirms B Rating on Class F Tranche
---------------------------------------------------------------
Fitch Ratings has affirmed seven, and upgraded three, classes of
Wells Fargo Commercial Mortgage Trust 2012-LC5. Fitch has also
revised the Rating Outlooks on classes C, D and X-B to Positive
from Stable.

    DEBT                RATING          PRIOR
    ----                ------          -----
WFCM 2012-LC5

A-3 94988HAC5    LT  AAAsf   Affirmed   AAAsf
A-S 94988HAE1    LT  AAAsf   Affirmed   AAAsf
A-SB 94988HAD3   LT  AAAsf   Affirmed   AAAsf
B 94988HAF8      LT  AAsf    Upgrade    AA-sf
C 94988HAG6      LT  Asf     Upgrade    A-sf
D 94988HAP6      LT  BBB-sf  Affirmed   BBB-sf
E 94988HAR2      LT  BBsf    Affirmed   BBsf
F 94988HAT8      LT  Bsf     Affirmed   Bsf
X-A 94988HAK7    LT  AAAsf   Affirmed   AAAsf
X-B 94988HAM3    LT  Asf     Upgrade    A-sf

KEY RATING DRIVERS

Improved Credit Enhancement (CE), High Defeasance Percentage: The
upgrades and Positive Rating Outlooks reflect improving CE,
primarily due to loan amortization, prepayments, maturities and
defeasance. As of the April 2021 reporting period, the pool had
paid down by 30.2% since issuance, to $891.1 million from $1.277
billion. Defeasance has increased to 31.8%, compared with 29.6%
during Fitch's prior rating action in 2020, this includes four of
the top 15 loans. The pool's largest loan, Westside Pavilion
(14.7%), is fully defeased. Six loans comprising 15% of outstanding
pool balance are classified as interest only (IO) through the term
of the loan. The remaining pool matures in 2022.

Stable Loss Expectations: Fitch's base case loss has been stable as
the result of the underlying pool performing in line with, or
better than, expectations at issuance. Fitch's base case loss is
2.7%. Fitch considered an additional scenario that reflects losses
potentially reaching 4.9%. These additional sensitivities include
additional stresses applied to loans expected to be affected by the
coronavirus pandemic as well as a 30% loss assumption on the
Rockville Corporate Center loan (3.7%) and The Pavilion at La
Quinta loan (2.6%), reflecting maturity default concerns and lease
rollover concerns.

Nine loans (20% of pool) were designated Fitch Loans of Concern
(FLOCs), this includes the pool's sole specially serviced loan,
Courtyard by Marriott Wilmington, DE (0.9%). As of the April 2021
distribution period, 12 loans (21.6%) were on the servicer's
watchlist for low DSCR, tenant bankruptcy and pandemic-related
underperformance.

Additional Loss Considerations: Prior to considering the upgrade of
classes B and C, and the Rating Outlook revisions of classes C and
D to Positive, Fitch applied two independent stress scenarios. The
first assumed the payoff of the defeased loans, higher cap rates
(100bps over Fitch standard stressed cap rates), refinance
constants and NOI haircuts, as well as a higher probability of
default on performing loans. The second scenario assumed defeased
loans as paid off, additional stresses applied to loans expected to
be affected by the pandemic, and a 30% loss assumption on the
Rockville Corporate Center loan (3.7%) and The Pavilion at La
Quinta loan (2.6%). This loss scenario reflects Fitch's concern of
these loans defaulting at maturity given the concentration of
leases scheduled to expire near maturity. Both stress scenarios
supported the upgrades of classes B and C, and the Rating Outlook
revisions of classes C and D to Positive from Stable.

Exposure to Coronavirus: Six loans (9.0% of pool) have a weighted
average (WA) NOI DSCR of 2.27x and are secured by hotel properties.
Twenty-six loans (26.0%), which have a WA NOI DSCR of 1.75x, are
secured by retail properties. Fitch's Covid-19 stress scenario
applied additional stresses to four hotel loans and one retail
loan, given the significant declines in property-level cash flow
expected in the short term as a result of the decrease in consumer
spending and property closures from the pandemic.

Included in this analysis are two crossed-collateralized,
cross-defaulted loans, Academy Sports + Outdoors - Columbia and
Academy Sports + Outdoors - Snellville (1.2%). Both loans are
collateralized by free-standing Academy Sports stores.

Fitch Loans of Concern:

Rockville Corporate Center (3.7%) consists of two attached office
buildings (15 West Gude and 45 West Gude) located in Rockville, MD,
in the suburban Maryland submarket of the Washington, D.C. MSA. 15
Gude Street is currently 71% leased to AARP, which accounts for
46.3% of total base rent and 34.3% of overall collateral NRA. The
AARP lease expires in November 2021, six months prior to the loan's
maturity in May 2022. According to the December 2020 rent roll,
AARP paid $40.82psf in annual base rent. The master servicer has
informed Fitch that AARP will not be renewing its lease and plans
to vacate upon expiration. At the time of this rating action, the
property was in negotiations with several prospective tenants to
fill the AARP space; however, no leases for the space have been
executed.

Rooney Ranch (2.8%) is a power center located in Oro Valley, AZ.
Major tenants include Ross Dress for Less (NRA 14%), OfficeMax (NRA
11%) and PetSmart (NRA 9.1%). Occupancy has declined since issuance
due to Sports Authority's (previously 45,196sf; 20.5% NRA)
bankruptcy and departure in 2016. Occupancy has remained low,
reporting at 68% per the September 2020 rent roll, below 100% at
YE15 and 97% at issuance. Largely due to the decline in occupancy,
YE19 NOI reported 25% below underwritten NOI. Spirit Halloween has
been operating on an annual seasonal lease from August to November
since Sports Authority's departure. In June 2020, a forbearance was
executed where the borrower may utilize reserve funds to cover debt
service payments.

CMC Hotel Portfolio (2.7%) consists of three cross-collateralized
limited-service hotels located in Raleigh, Durham and Wilmington,
NC, totaling 369 rooms. This loan is on the servicer's watchlist
for underperformance due to economic hardship from the pandemic.
Subject portfolio annual room revenue for 2020 fell to $5.3 million
from $11.6 million for 2019, a 54% decrease. YE20 NOI DSCR has
fallen to 0.77x, compared with bank underwritten NOI DSCR of 1.63x.
In November 2020, a forbearance was executed where the borrower may
defer monthly capital expenditure and seasonality reserve deposits
between November 2020 and April 2021.

The Pavilion at La Quinta (2.6%) is a power center located in La
Quinta, CA. Bed Bath & Beyond (NRA 18.57%), Best Buy (NRA 18.57%),
Sprouts Farmers Market (NRA 16.39%), OfficeMax (NRA 12.52%) and DSW
Shoe Warehouse Inc. (NRA 10.19%) leases are scheduled to expire
between January and March 2022, prior to the loan's maturity in
June 2022. According to the subject's December 2020 rent roll, Bed
Bath & Beyond, Best Buy, Sprouts Farmers Market, OfficeMax and DSW
Shoe Warehouse Inc. paid $68.75psf, $89.75psf, $95psf and
$121.55psf, respectively. The mean annual asking rent for the Palm
Desert retail submarket was $25.56psf (Reis 4Q20).

Hilton Garden Inn - Melville (2.3%) is a limited-service hotel
located in Plainview, NY. This loan is on the servicer's watchlist
for underperformance due to economic hardship from the coronavirus
pandemic. As of December 2020, subject ADR and RevPar were $124.07
and $51.90, respectively. TTM December 2018 ADR and RevPar were
$161 and $136, respectively. YE20 NOI DSCR has fallen to 0.40x.

1024-1036 Lincoln Road (2.0%) is an unanchored retail center
located in Miami Beach, FL. Built in 1936, the subject's two major
tenants are Express (NRA 49.4%) and Lacoste Retail (NRA 39.5%). Per
the subject's November 2020 rent roll, Express (NRA 49.4%) and
Lacoste Retail's (NRA 39.5%) leases were scheduled to expire in
January 2022 September 2022, respectively. Express and Lacoste
Retail pay $140psf and $169psf in annual base rent, respectively.
Should Express and Lacoste vacate the subject at lease expiration,
Fitch estimates occupancy to fall to approximately 10%. Per the
Reis Miami/Miami Beach submarket report for February 2021, the
average asking rent was $32.97psf and the submarket vacancy was
7.3%. The loan matures in August 2022.

Hilton Garden Inn Summit (1.2%) loan is on the servicer's watchlist
for underperformance related to economic hardship amid the
pandemic. YTD September 2020 room revenue totaled $1.6 million with
14,500 rooms sold versus $3.6 million and 28,000 for the same
period in 2019. Subject TTM September 2020 NOI DSCR was 0.59x.

Hilton Garden Inn - Franklin Cool Springs (1.1%) is on the
servicer's watchlist for underperformance related to economic
hardship amid the coronavirus pandemic. YE20 room revenue totaled
$2.6 million with 25,300 rooms sold, compared with $3.6 million and
29,900 rooms for the same period in 2019. YE20 NOI DSCR was 1.34x.

RATING SENSITIVITIES

The Stable Rating Outlooks on classes A-3 through A-S and E and F
and the interest-only class X-A reflect the overall stable
performance of the majority of the pool and the high percentage of
defeased collateral. The Positive Rating Outlooks on classes B, C
and D and the interest only class X-B reflect the possibility of
upgrades with continued expected paydown as loans near their
respective maturity dates and/or properties vulnerable to the
coronavirus pandemic return to pre-pandemic levels.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance, coupled with additional
    paydown and/or defeasance. Upgrades to the 'Asf' and 'AAsf'
    rated classes are not expected but would likely occur with
    significant improvement in CE and/or defeasance and/or the
    stabilization to the properties affected by the pandemic.

-- Upgrade of the 'BBB-sf' class is considered unlikely and would
    be limited based on the sensitivity to concentrations or the
    potential for future concentrations. Classes would not be
    upgraded above 'Asf' if there is a likelihood of interest
    shortfalls. An upgrade to the 'B-sf' and 'BB-sf' rated classes
    is not likely unless the performance of the remaining pool
    stabilizes and the senior classes pay off.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in pool-level losses from underperforming or
    specially serviced loans/assets. Downgrades to classes A-1
    through A-S and the IO class X-A are not likely due to the
    position in the capital structure, but may occur should
    interest shortfalls occur.

-- Downgrades to classes B, C, D and X-B are possible should
    performance of the FLOCs continue to decline; should loans
    susceptible to the coronavirus pandemic not stabilize; and/or
    should further loans transfer to special servicing. Classes E
    and F could be downgraded should the specially serviced loan
    not return to the master servicer and/or if there is more
    certainty of loss expectations from other FLOCs.

In addition to its baseline scenario, Fitch also envisions a
downside scenario where the health crisis is prolonged beyond 2021;
should this scenario play out, classes with Negative Rating
Outlooks will be downgraded one or more categories.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


WELLS FARGO 2018-C45: Fitch Affirms B- Rating on H-RR Certs
-----------------------------------------------------------
Fitch Ratings has affirmed 16 classes of Wells Fargo Commercial
Mortgage (WFCM) Trust 2018-C45 commercial mortgage pass-through
certificates.

     DEBT               RATING          PRIOR
     ----               ------          -----
Wells Fargo Commercial Mortgage Trust 2018-C45

A-1 95001NAU2    LT  AAAsf   Affirmed   AAAsf
A-2 95001NAV0    LT  AAAsf   Affirmed   AAAsf
A-3 95001NAX6    LT  AAAsf   Affirmed   AAAsf
A-4 95001NAY4    LT  AAAsf   Affirmed   AAAsf
A-S 95001NBB3    LT  AAAsf   Affirmed   AAAsf
A-SB 95001NAW8   LT  AAAsf   Affirmed   AAAsf
B 95001NBC1      LT  AA-sf   Affirmed   AA-sf
C 95001NBD9      LT  A-sf    Affirmed   A-sf
D 95001NAC2      LT  BBB-sf  Affirmed   BBB-sf
E-RR 95001NAE8   LT  BBB-sf  Affirmed   BBB-sf
F-RR 95001NAG3   LT  BB+sf   Affirmed   BB+sf
G-RR 95001NAJ7   LT  BB-sf   Affirmed   BB-sf
H-RR 95001NAL2   LT  B-sf    Affirmed   B-sf
X-A 95001NAZ1    LT  AAAsf   Affirmed   AAAsf
X-B 95001NBA5    LT  A-sf    Affirmed   A-sf
X-D 95001NAA6    LT  BBB-sf  Affirmed   BBB-sf

KEY RATING DRIVERS

Increased Loss Expectations: While the majority of the pool
continues to exhibit stable performance, overall loss expectations
have increased since Fitch Ratings' last rating action due to a
greater number of Fitch Loans of Concern (FLOCs) that have been
affected by the slowdown in economic activity related to the
coronavirus pandemic. The nine FLOCs (21.4% of pool) include two
specially serviced loans (3.0%).

Fitch's current ratings incorporate a base case loss of 5.00%. The
Negative Rating Outlooks reflect losses that could reach 6.40% when
factoring additional pandemic-related stresses and a potential
outsized loss on the CoolSprings Galleria loan.

Fitch Loans of Concern: The largest contributor to overall loss
expectations, and representing the largest change in loss since the
last rating action, is the Village at Leesburg loan (10.0%), which
is secured by the 546,107-sf anchored retail center portion of a
mixed-use development in Leesburg, VA. This FLOC was flagged for
declining NOI and the bankruptcy of the second largest tenant as a
result of the pandemic. The loan had previously transferred to
special servicing in June 2020 at the borrower's request, but was
returned to the master servicer a few months later with no relief
granted.

Collateral occupancy fell slightly to 89.7% as of the June 2020
rent roll from 93.3% at YE19 and 92.1% at YE18. The center is
anchored by Wegman's (ground leased; 26% of NRA; lease expiry in
July 2034), which had reported sales of $771 psf at issuance. Other
large tenants include a 14-screen Cobb Theatres (11.7%; February
2029), L.A. Fitness (8.2%; March 2026) and Bowlero (3.9%; March
2027).

YE20 NOI fell 25.7% from 2019, primarily due to tenant rent relief
given during the pandemic. The servicer-reported NOI DSCR fell to
1.08x as of YE20 from 1.45x at YE19 and 1.41x at YE18. Cinemex
Holdings USA Inc., parent company to CMX/Cobb Theaters, filed for
Chapter 11 bankruptcy in April 2020 and emerged in December 2020
after closing 10 underperforming locations in its portfolio and
agreeing to modified revenue-share leases with its landlords. The
theater has since reopened after working with the borrower to
remain at the property. Fitch's base case loss expectation of
approximately 20% is based on an 8.75% cap rate and a 10% haircut
to the YE19 NOI to reflect coronavirus performance concerns.

The second largest change in loss since the last rating action is
the CoolSprings Galleria loan (2.9%), which is secured by a
640,176-sf portion of a 1.2 million-sf super-regional mall located
in Franklin, TN. Macy's, JCPenney and Dillard's are non-collateral
anchors, and Belk is a collateral anchor. The nearest competing
properties include the Taubman-owned Mall at Green Hills, located
10 miles north and anchored by Dillard's, Macy's and Nordstrom, and
The Avenue Murfreesboro, located 22 miles southeast and anchored by
Belk, Dick's and Best Buy.

Collateral occupancy was 95.9% as of the December 2020 rent roll.
The most recently reported in-line sales (excluding Apple) fell
5.8% to $438 psf in 2017 from $465 psf in 2015. The
servicer-reported NOI DSCR fell to 1.79x as of YE20 from 2.06x at
YE19 and 2.10x at YE18.

In response to coronavirus-related economic hardship, a consent
agreement was executed in July 2020 that allowed the borrower, a
joint venture between CBL and TIAA, to defer reserve deposits and
utilize existing reserve funds to pay for the June and August 2020
debt service payments. Deferred amounts were to be paid back in
equal installments in the 12 months following the deferral period.
In November 2020, CBL declared bankruptcy and announced plans to
restructure. A cash trap event has been triggered due to CBL's
bankruptcy.

Fitch's base case loss expectation of approximately 15% is based on
a 15% cap rate and 10% haircut to the YE20 NOI to reflect concerns
with a weak sponsorship that filed for bankruptcy, significant
competition with overlapping anchors and declining sales since
issuance.

Minimal Change in Credit Enhancement (CE): As of the April 2021
distribution date, the pool's aggregate balance had paid down by
0.9% to $652.8 million from $658.8 million at issuance. Based on
the scheduled balance at maturity, the pool is expected to pay down
by 8.7%. Ten loans (25.7% of current pool) are full-term
interest-only and 12 loans (43.3%) remain in their partial
interest-only periods. Loan maturities are concentrated in 2028
(98.9%), with limited maturities scheduled in 2023 (0.8%) and 2027
(0.3%).

Alternative Loss Considerations: Fitch performed an additional
sensitivity scenario that assumed a potential outsized loss of 30%
on the maturity balance of the CoolSprings Galleria loan due to the
potential for a more prolonged impact on mall performance due to
the pandemic; this outsized loss assumes an 18% cap rate and 10%
haircut to the YE20 NOI. This additional sensitivity scenario
contributed to the Negative Rating Outlook revisions.

Coronavirus Exposure: Five loans (6.5%) are secured by hotel
properties. Sixteen loans (35.1%) are secured by retail properties.
Three loans (10.3%) are secured by multifamily properties, none of
which are student or senior housing. Fitch applied additional
coronavirus-specific stresses to four hotel loans and three retail
loans, which contributed to the Negative Rating Outlook revisions.

Credit Opinion Loan: One loan, 181 Fremont Street (3.1% of the
pool), had an investment-grade credit opinion of BBB-sf* on a
standalone basis at issuance.

RATING SENSITIVITIES

The Negative Rating Outlooks on classes F-RR, G-RR and H-RR reflect
the potential for downgrade due to concerns surrounding the
ultimate impact of the coronavirus pandemic and performance
concerns associated with the FLOCs. The Stable Rating Outlooks
reflect the increasing CE and expected continued amortization.

Factors that could, individually or collectively, lead to a
positive rating action/upgrade:

-- Stable to improved asset performance, coupled with pay down
    and/or defeasance. Upgrades of the 'Asf' and 'AAsf' categories
    would only occur with significant improvement in CE and/or
    defeasance and with the stabilization of performance on the
    FLOCs, particularly the Village at Leesburg and CoolSprings
    Galleria loans.

-- Upgrades to the 'BBBsf' category would take into account these
    factors, but would be limited based on sensitivity to
    concentrations or the potential for future concentration.
    Classes would not be upgraded above 'Asf' if there is
    likelihood for interest shortfalls.

-- Upgrades to the 'Bsf' and 'BBsf' categories are not likely
    until the later years in a transaction and only if the
    performance of the remaining pool is stable and/or properties
    vulnerable to the coronavirus return to pre-pandemic levels,
    and there is sufficient CE to the classes.

Factors that could, individually or collectively, lead to a
negative rating action/downgrade:

-- An increase in pool level losses from underperforming or
    specially serviced loans. Downgrades of classes A-1, A-2, A
    SB, A-3, A-4, X-A, A-S and B are not considered likely due to
    the position in the capital structure, but may occur should
    interest shortfalls affect these classes.

-- Downgrades of the 'Asf' and 'BBBsf' categories would occur
    should expected losses for the pool increase substantially,
    all the loans susceptible to the pandemic suffer losses or the
    CoolSprings Galleria loan incurs an outsized loss.

-- Downgrades to the 'Bsf' and 'BBsf' categories would occur
    should loss expectations increase as a result of the
    performance of the FLOCs or loans vulnerable to the pandemic
    fail to stabilize or additional loans default and/or transfer
    to the special servicer.

In addition to its baseline scenario related to the coronavirus,
Fitch also envisions a downside scenario where the health crisis is
prolonged beyond 2021; should this scenario play out, Fitch expects
further negative rating actions, including additional downgrades
and/or Negative Rating Outlook revisions.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


WELLS FARGO 2021-C59: Fitch Assigns Final B- Rating on G-RR Certs
-----------------------------------------------------------------
Fitch Ratings has assigned final ratings and Rating Outlooks to
Wells Fargo Commercial Mortgage Trust 2021-C59 commercial mortgage
pass-through certificates, series 2021-C59:

TRANSACTION SUMMARY

-- $21,533,000 class A-1 'AAAsf'; Outlook Stable;

-- $17,221,000 class A-2 'AAAsf'; Outlook Stable;

-- $24,500,000 class A-3 'AAAsf'; Outlook Stable;

-- $25,376,000 class A-SB 'AAAsf'; Outlook Stable;

-- $154,489,000 class A-4 'AAAsf'; Outlook Stable;

-- $0a class A-4-1 'AAAsf'; Outlook Stable;

-- $0ab class A-4-X1 'AAAsf'; Outlook Stable;

-- $0a class A-4-2 'AAAsf'; Outlook Stable;

-- $0ab class A-4-X2 'AAAsf'; Outlook Stable;

-- $335,118,000 class A-5 'AAAsf'; Outlook Stable;

-- $0a class A-5-1 'AAAsf'; Outlook Stable;

-- $0ab class A-5-X1 'AAAsf'; Outlook Stable;

-- $0a class A-5-2 'AAAsf'; Outlook Stable;

-- $0ab class A-5-X2 'AAAsf'; Outlook Stable;

-- $578,237,000b class X-A 'AAAsf'; Outlook Stable;

-- $137,331,000b class X-B 'A-sf'; Outlook Stable;

-- $56,791,000 class A-S 'AAAsf'; Outlook Stable;

-- $0a class A-S-1 'AAAsf'; Outlook Stable;

-- $0ab class A-S-X1 'AAAsf'; Outlook Stable;

-- $0a class A-S-2 'AAAsf'; Outlook Stable;

-- $0ab class A-S-X2 'AAAsf'; Outlook Stable;

-- $41,302,000 class B 'AA-sf'; Outlook Stable;

-- $0a class B-1 'AA-sf'; Outlook Stable;

-- $0ab class B-X1 'AA-sf'; Outlook Stable;

-- $0a class B-2 'AA-sf'; Outlook Stable;

-- $0ab class B-X2 'AA-sf'; Outlook Stable;

-- $39,238,000 class C 'A-sf'; Outlook Stable;

-- $0a class C-1 'A-sf'; Outlook Stable;

-- $0ab class C-X1 'A-sf'; Outlook Stable;

-- $0a class C-2 'A-sf'; Outlook Stable;

-- $0ab class C-X2 'A-sf'; Outlook Stable;

-- $45,433,000bc class X-D 'BBB-sf'; Outlook Stable;

-- $21,684,000bc class X-F 'BB-sf'; Outlook Stable;

-- $25,814,000c class D 'BBBsf'; Outlook Stable;

-- $19,619,000c class E 'BBB-sf'; Outlook Stable;

-- $21,684,000c class F 'BB-sf'; Outlook Stable;

-- $9,293,000dd class G-RR 'B-sf'; Outlook Stable.

The following class will not be rated by Fitch:

-- $34,075,065cd class H-RR.

(a) Exchangeable Certificates. The class A-4, A-5, A-S, B and C
certificates are exchangeable certificates. Each class of
exchangeable certificates may be exchanged for the corresponding
classes of exchangeable certificates and vice versa. The dollar
denomination of each of the received classes of certificates must
be equal to the dollar denomination of each of the corresponding
classes of exchangeable certificates. Class A-4 may be surrendered
(or received) for the received (or surrendered) classes A-4-1 and
A-4-X1. Class A-4 may be surrendered (or received) for the received
(or surrendered) classes A-4-2 and A-4-X2. Class A-5 may be
surrendered (or received) for the received (or surrendered) classes
A-5-1 and A-5-X1. Class A-5 may be surrendered (or received) for
the received (or surrendered) classes A-5-2 and A-5-X2. Class A-S
may be surrendered (or received) for the received (or surrendered)
classes A-S-1 and A-S-X1. Class A-S may be surrendered (or
received) for the received (or surrendered) classes A-S-2 and
A-S-X2. Class B may be surrendered (or received) for the received
(or surrendered) classes B-1 and B-X1. Class B may be surrendered
(or received) for the received (or surrendered) classes B-2 and
B-X2. Class C may be surrendered (or received) for the received (or
surrendered) classes C-1 and C-X1. Class C may be surrendered (or
received) for the received (or surrendered) classes C-2 and C-X2.

(b) Notional amount and interest only.

(c) Privately placed and pursuant to Rule 144A

(d) Horizontal Risk Retention

The final ratings are based on information provided by the issuer
as of May 4, 2021.

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 63 loans secured by 99
commercial properties having an aggregate principal balance of
$826,053,066 as of the cut-off date. The loans were contributed to
the trust by Argentic Real Estate Finance LLC, LMF Commercial, LLC,
Wells Fargo Bank, National Association, UBS AG, BSPRT CMBS Finance,
LLC and Barclays Capital Real Estate Inc. The Master Servicer is
Wells Fargo Bank, National Association and the Special Servicer is
Argentic Services Company LP.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 32.4% of the properties
by balance, cash flow analyses of 79.2% of the pool, and asset
summary reviews on 100% of the pool.

Coronavirus Impact: The ongoing containment effort related to the
coronavirus pandemic may have an adverse impact on near-term
revenue (i.e. bad debt expense, rent relief) and operating expenses
(i.e. sanitation costs) for some properties in the pool.
Delinquencies may occur in the coming months as forbearance
programs are put in place, although the ultimate impact on credit
losses will depend heavily on the severity and duration of the
negative economic impact of the coronavirus pandemic and to what
degree fiscal interventions by the U.S. federal government can
mitigate the impact on consumers.

Per the offering documents, all the loans are current and are not
subject to any ongoing forbearance requests.

KEY RATING DRIVERS

Fitch Leverage: This transaction's leverage is slightly higher than
other multiborrower transactions recently rated by Fitch. Overall,
the pool's Fitch DSCR of 1.29x is lower than the 2020 and 2021YTD
averages of 1.32x and 1.41x, respectively. The pool's trust Fitch
LTV of 106.9% is higher than the 2020 and 2021YTD averages of 99.6%
and 101.2%, respectively. Excluding the credit opinion loan (4.4%),
Fitch trust DSCR and LTV are 1.25x and 108.9%, respectively.

Investment-Grade Credit Opinion Loans: MGM Grand & Mandalay,
representing 4.4% of the pool, is the only loan in the pool which
received an investment-grade credit opinion. This is down from
24.5% in 2020 and 14.7% in 2021YTD. MGM Grand & Mandalay Bay
received a standalone credit rating of 'BBB+sf'.

Above Average Pool Diversification: The top 10 loans comprise 45.0%
of the pool by balance. This is a lower concentration than in 2020
or 2021YTD, with averages of 56.8% and 55.5%, respectively. The
Loan Concentration Index (LCI) of 305 is lower than the 2020 and
2021YTD averages of 440 and 427, respectively. The Sponsor
Concentration Index (SCI) of 324 is also lower than the 2020 and
2021YTD averages of 474 and 468, respectively.

Above Average Amortization: Twenty-eight loans (59.2%) are full
interest-only loans, which is below the 2020 and 2021YTD averages
of 67.7% and 70.7%, respectively. Fourteen loans (13.0%) are
partial interest-only loans which is below with the 2020 and
2021YTD, both 20.0%. Based on the scheduled balances at maturity,
the pool will pay down by 6.8%, which is above the 2020 and 2021YTD
averages of 5.3% and 4.9%.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

Improvement in cash flow increases property value and capacity to
meet its debt service obligations. The table below indicates the
model implied rating sensitivity to changes in one variable, Fitch
NCF:

Original Rating:
'AAAsf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB-sf'/'B-sf'.

20% NCF Increase:
'AAAsf'/'AAAsf'/'AAAsf'/'AA+sf'/'A+sf'/'BBB+sf'/'BBBsf'.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

Similarly, declining cash flow decreases property value and
capacity to meet its debt service obligations. The table below
indicates the model implied rating sensitivity to changes to the
same one variable, Fitch NCF:

Original Rating:
'AAAsf'/'AA-sf'/'A-sf'/'BBBsf'/'BBB-sf'/'BB-sf'/'B-sf'

10% NCF Decline:
'AAAsf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BB+sf'/'Bsf'/'CCCsf'/ 'CCCsf'

20% NCF Decline: 'A+sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'B-sf
'/'CCCsf'/'CCCsf'

30% NCF Decline:
'BBB+sf'/'BBB-sf'/'BB-sf'/'CCCsf'/'CCCsf'/'CCCsf'/'CCCsf'

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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 Deloitte & Touche LLP. The third-party due diligence
described in Form 15E focused on a comparison and re-computation of
certain characteristics with respect to each of the mortgage loans.
Fitch considered this information in its analysis and it did not
have an effect on Fitch's analysis or conclusions.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


WFRBS COMMERCIAL 2012-C9: Fitch Affirms B Rating on Class F Certs
-----------------------------------------------------------------
Fitch Ratings affirms 10 classes of WFRBS Commercial Mortgage Trust
commercial mortgage pass-through certificates, series 2012-C9.

    DEBT                 RATING         PRIOR
    ----                 ------         -----
WFRBS 2012-C9

A-3 92930RBB7    LT  AAAsf   Affirmed   AAAsf
A-S 92930RAC6    LT  AAAsf   Affirmed   AAAsf
A-SB 92930RBD3   LT  AAAsf   Affirmed   AAAsf
B 92930RAD4      LT  AAsf    Affirmed   AAsf
C 92930RAE2      LT  A-sf    Affirmed   A-sf
D 92930RAJ1      LT  BBB-sf  Affirmed   BBB-sf
E 92930RAK8      LT  BBsf    Affirmed   BBsf
F 92930RAL6      LT  Bsf     Affirmed   Bsf
X-A 92930RAF9    LT  AAAsf   Affirmed   AAAsf
X-B 92930RAG7    LT  A-sf    Affirmed   A-sf

KEY RATING DRIVERS

Stable Overall Performance and Credit Enhancement: The rating
affirmations reflect the generally stable collateral performance,
continued amortization, and significant defeasance. As of the April
2021 distribution date, the pool's aggregate principal balance was
reduced by 30.6% to $730.0 million from $1.05 billion at issuance.
Two loans (2.6% of the current pool balance) are in special
servicing and seven loans (23.8%) have been designated as Fitch
Loans of Concern (FLOCs). Loans accounting for 33.1% of the pool
($241.7 million) have been defeased compared to 29.0% ($217.4
million) at the prior rating action. Class G has realized $378,996
in losses and is being affected by interest shortfalls.

Fitch's current ratings incorporate a base case loss of 7.80%. The
Negative Outlooks on classes E and F reflect losses that could
reach 9.70% when factoring additional coronavirus-related stresses
and a potential outsized loss on the Chesterfield Towne Center.

Alternative Loss Considerations: To factor in upcoming refinance
concerns, Fitch's analysis included an additional sensitivity
scenario, which applied a 40% loss on the maturity balance of
Chesterfield Towne Center to reflect the potential for outsized
losses. The sensitivity scenario also factored in the expected
paydown of the transaction from defeased loans and additional
coronavirus-related stresses. This scenario contributed to the
Negative Outlooks on classes E and F.

Fitch Loans of Concern/Specially Serviced Loans: The largest
increase in loss since the prior review and largest contributor to
loss is Chesterfield Towne Center (13.1%), a regional mall in the
Richmond, VA metro anchored by JC Penney, Macy's, and At Home.
While overall performance has remained stable since issuance, the
Sears box has been dark since February 2019 and there are no
leasing prospects. As of the YE 2020 rent roll, the property is 81%
physically occupied.

The YE 2020 net operating income (NOI) debt service coverage ratio
(DSCR) was 1.74x compared to 2.00x at YE 2019. YE 2020 in-line
sales for tenants under 10,000 sf were $314 psf compared to $411
psf at YE 2019. Given the mall's strong competition in its trade
area, dark anchor box, and overall retail challenges, Fitch has
concerns about the borrower's ability to refinance the large amount
of outstanding debt at maturity. Fitch modeled a base case loss of
approximately 30% on this loan, based on a cap rate of 15% and a
20% total haircut to the YE 2020 servicer reported NOI.

The second largest contributor to loss is the largest specially
serviced loan, Homewood Suites Houston, TX (1.5%). The loan is
collateralized by a 123-key extended stay hotel located in Houston,
TX. It transferred to special servicing in October 2020 for
imminent monetary default due to pandemic-related stress. The
special servicer is dual tracking negotiations with the borrower
and foreclosure. Additionally, the property suffered a broken pipe
during the extreme cold weather in Texas last winter, resulting in
approximately 20 rooms being taken offline for repairs. Fitch
modeled a base case loss of approximately 50% on the loan due to
the hotel asset class, energy sector exposure, and declining
performance prior to the pandemic.

The third largest contributor to loss is 888 Bestgate Road (3.5%),
an office property in Annapolis, MD, where occupancy had declined
to 66% as of YE 2020 after several tenants vacated when their
leases ended. In June 2018, there was a shooting in the Capital
Gazette's office at the property, which has contributed to the
decline in occupancy and the borrower's difficulty in leasing up
vacant space. As of YE 2020, the loan was performing at a 1.34x NOI
DSCR. Fitch modeled a loss of approximately 16% is based on a 9.5%
cap rate and 20% total haircut to YE 2020 NOI.

Smaller FLOCs include hotels in East Rutherford, NJ and Troy, NY
that have an additional NOI stress due to the coronavirus, a hotel
that has transferred to special servicing for coronavirus-related
stress, and an office property in Ann Arbor, MI with fluctuating
occupancy.

Coronavirus Exposure: Fitch's base case analysis applied an
additional NOI stress to six hotel loans. The pool contains nine
non-defeased loans (13.5%) secured by hotels with a
weighted-average DSCR of 1.63x. Retail properties account for 33.4%
of the pool balance and have weighted average DSCR of 1.70x. Cash
flow disruptions continue as a result of property and consumer
restrictions due to the spread of the coronavirus. These additional
stresses contributed to the Negative Outlooks on classes E and F.

Maturity Concentration: All remaining loans either mature or reach
their anticipated repayment date (ARD) in 2022.

RATING SENSITIVITIES

The Negative Outlooks on classes E and F reflect the potential for
downgrades should the performance of the FLOCs deteriorate. It also
reflects concerns with hotel and retail properties due to decline
in travel and commerce as a result of the coronavirus pandemic. The
Stable Outlooks on classes A-3, A-SB, A-S, X-A, B, C, X-B, and D
reflect the overall stable performance of the pool, significant
defeasance, and expected continued amortization.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance coupled with paydown
    and/or defeasance. Upgrades of classes B, C, and X-B may occur
    with further improvement in credit enhancement or defeasance
    but would be limited should the deal be susceptible to a
    concentration whereby the underperformance of FLOCs could
    cause this trend to reverse. An upgrade to class D would also
    consider these factors but would be limited based on
    sensitivity to concentrations or the potential for future
    concentration.

-- Classes would not be upgraded above 'Asf' if there is a
    likelihood for interest shortfalls. An upgrade to classes E
    and F is not likely until a significant portion of the pool is
    paid down and would only occur if the performance of the
    remaining pool is stable and there is sufficient credit
    enhancement, which would likely occur when the non-rated class
    is not eroded and the senior classes payoff. While
    coronavirus-related stresses and concerns surrounding the
    maturity of Chesterfield Towne Center continue to impact the
    pool, upgrades are unlikely.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase in pool level losses from underperforming loans,
    the transfer of loans to special servicing, or if Chesterfield
    Towne Center defaults at maturity. Downgrades to the super
    senior classes A- 3 and A-SB are not likely due to the high
    credit enhancement and defeasance but could occur if interest
    shortfalls occur or if a high proportion of the pool defaults
    and expected losses increase significantly. Downgrades to
    classes A-S, X-A, B, C, and X-B may occur should overall pool
    losses increase or if several large loans, particularly
    Chesterfield Towne Center, have an outsized loss and/or
    properties vulnerable to the coronavirus fail to stabilize to
    pre-pandemic levels.

-- Downgrades to class E and F with Negative Outlooks would occur
    should loss expectations increase due to an increase in
    specially serviced loans, particularly Chesterfield Towne
    Center, the disposition of a specially serviced loan/asset at
    a high loss, or a decline in the FLOCs' performance. The
    Negative Rating Outlooks on classes E and F may be revised
    back to Stable if performance of the FLOCs improves and/or
    properties vulnerable to the coronavirus stabilize once the
    pandemic is over, but it is unlikely to occur unless
    Chesterfield Towne Center successfully repays at maturity.

In addition to its baseline scenario, Fitch also envisions a
downside scenario where the health crisis is prolonged beyond 2021;
should this scenario play out, Fitch expects that a greater
percentage of classes may be assigned a Negative Rating Outlook or
those with Negative Rating Outlooks will be downgraded one or more
categories.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


ZAIS CLO 6: Moody's Hikes Rating on Class D Notes From Ba1
----------------------------------------------------------
Moody's Investors Service has assigned ratings to three classes of
CLO refinancing notes issued by ZAIS CLO 6, Limited (the
"Issuer").

Moody's rating action is as follows:

US$301,161,717 Class A-1-R Senior Secured Floating Rate Notes Due
2029 (the "Class A-1-R Notes"), Assigned Aaa (sf)

US$45,000,000 Class B-R Senior Secured Floating Rate Notes Due 2029
(the "Class B-R Notes"), Assigned Aa1 (sf)

US$30,000,000 Class C-R Deferrable Mezzanine Floating Rate Notes
Due 2029 (the "Class C-R Notes"), Assigned A2 (sf)

Additionally, Moody's has taken rating action on the following
outstanding notes originally issued by the Issuer on June 1, 2017
(the "Original Closing Date"):

US$25,000,000 Class D Deferrable Mezzanine Floating Rate Notes Due
2029 (the "Class D Notes"), Upgraded to Baa3 (sf); previously on
September 3, 2020 Downgraded to Ba1 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on Moody's methodology and
considers all relevant risks particularly those associated with the
CLO's portfolio and structure.

The Issuer is a managed cash flow collateralized loan obligation
(CLO). The issued notes are collateralized primarily by a portfolio
of broadly syndicated senior secured corporate loans.

ZAIS Leveraged Loan Master Manager, LLC (the "Manager") will
continue to direct the selection, acquisition and disposition of
the assets on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
remaining reinvestment period.

The Issuer previously issued three other class of secured notes and
one class of subordinated notes, which will remain outstanding.

In addition to the issuance of the Refinancing Notes, a variety of
other changes to transaction features will occur in connection with
the refinancing. These include: extension of the non-call period;
the inclusion of alternative benchmark replacement provisions;
changes to the definition of "Adjusted Weighted Average Moody's
Rating Factor".

Moody's rating actions on the Class D Notes is primarily a result
of refinancing, which increases excess spread available as credit
enhancement to the rated notes. Furthermore, the deal has benefited
from an increase in performing par and an improvement in the credit
quality of the portfolio.

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

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

Performing par and principal proceeds balance: $475,188,029

Defaulted par: $2,736,479

Diversity Score: 79

Weighted Average Rating Factor (WARF): 2860

Weighted Average Spread (WAS) (before accounting for LIBOR floors):
3.77%

Weighted Average Recovery Rate (WARR): 47.1%

Weighted Average Life (WAL): 4.3 years

Par haircut in OC tests and interest diversion test: 0.63%

In consideration of the current high uncertainties around the
global economy, and the ultimate performance of the CLO portfolio,
Moody's conducted a number of additional sensitivity analyses
representing a range of outcomes that could diverge, both to the
downside and the upside, from Moody's base case. Some of the
additional scenarios that Moody's considered in its analysis of the
transaction include, among others: additional near-term defaults of
companies facing liquidity pressure; sensitivity analysis on
deteriorating credit quality due to a large exposure to loans with
negative outlook, and a lower recovery rate assumption on defaulted
assets to reflect declining loan recovery rate expectations.

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of corporate assets from a gradual and unbalanced
recovery in the US economic activity.

Moody's regard the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

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

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


[*] DBRS Reviews 2 Tranches of NRZ MSR-Collateralized Notes
-----------------------------------------------------------
DBRS, Inc. has placed the ratings of NRZ MSR-Collateralized Notes,
Series 2018-FNT1 and NRZ MSR-Collateralized Notes, Series 2018-FNT2
issued jointly by New Residential Mortgage LLC and MSR WAC LLC
Under Review with Positive Implications.

The Affected Ratings are available at https://bit.ly/3xEWsIx

KEY RATING CONSIDERATIONS

The Under Review with Positive Implications on the NRZ
MSR-Collateralized Notes Series 2018-FNT1 and NRZ
MSR-Collateralized Notes, Series 2018-FNT2 (together the Notes)
reflects DBRS Morningstar's placement of the Long-Term Issuer
Rating of New Residential Investment Corp. (NRZ or the Company)
Under Review with Positive Implications following the Company's
announcement that it has entered into a definitive agreement to
acquire Caliber Home Loans, Inc.

Given that the ratings of the Notes benefit from a guarantee
provided by the Company and the ultimate recourse to NRZ, the
ratings of the Notes are inherently linked to that of NRZ, and will
move in tandem with the Long-Term Issuer Rating of NRZ. However,
this movement in tandem with NRZ's rating is predicated on the
expected recovery on the Notes from the MSR assets remaining
consistent with that, which is supportive of the current notch
uplift from the Long-Term Issuer Rating of NRZ. The Notes benefit
from a first priority, perfected security interest on specific
pools of agency mortgage servicing rights (MSRs). The number of
notches of uplift is a function of DBRS Morningstar's expected
recovery for noteholders from the liquidation of the MSR assets
upon the occurrence of a credit event and the priority claim on
those liquidation proceeds to the more senior class of notes. In
other words, DBRS Morningstar gives considerations to the level of
seniority and overcollateralization of each class of MSR notes when
assigning the uplift from the Issuer Rating.

The Under Review with Positive Implications status is generally
resolved with a rating action in three months. However, DBRS
Morningstar expects to conclude the review once NRZ's acquisition
of Caliber closes, which is expected to occur in 3Q21. During its
review, DBRS Morningstar will assess the ultimate impact of the
acquisition on NRZ's market position and ability to navigate shifts
in the U.S. housing market as well as interest rate cycles.
Further, the review will also focus on the acquisition's impact on
the expected earnings generation of the Company, its funding and
capitalization, and risk management. Additionally, DBRS Morningstar
will review the expected recovery on the Notes from the MSR assets
and will adjust the notching from the NRZ Long-Term Issuer Rating
as necessary per the DBRS Morningstar notching methodology for
secured obligations.

RATING DRIVERS

Given that the ratings of the Notes are inherently linked to the
Long-Term Issuer Rating of New Residential Investment Corp. (NRZ),
the rating of the Notes will move in tandem with the Long-Term
Issuer Rating of NRZ so long as the current expected recovery on
the Notes is consistent with the uplift from the Long-Term Issuer
Rating of NRZ. An improvement in the expected recovery from the MSR
assets for the lower class notes would lead to a wider uplift of
the ratings of the lower class notes from the Long-Term Issuer
Rating of NRZ. Conversely, a decline in the expected recovery on
the Notes from the MSR assets would result in the rating uplift
from the Long-Term Issuer Rating for the higher classes of notes to
narrow.

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


[] S&P Takes Various Actions on 21 Classes From 19 UF RMBS Deals
----------------------------------------------------------------
S&P Global Ratings completed its review of 21 classes from 19 U.S.
RMBS transactions. The review yielded 12 downgrades due to observed
principal write-downs and nine downgrades due to observed interest
shortfalls.

Rating Actions

S&P said, "The rating changes reflect our view of the associated
transaction-specific collateral performance, the structural
characteristics, and/or the application of criteria relevant to
these classes.

"The lowered ratings due to interest shortfalls are consistent with
our "S&P Global Ratings Definitions," published Jan. 5, 2021, which
imposes a maximum rating threshold on classes that have incurred
missed interest payments resulting from credit or liquidity
erosion. In applying our ratings definitions, we looked to see if
the applicable class received additional compensation beyond the
imputed interest due as direct economic compensation for the delay
in interest payments (e.g., interest on interest), and if the
missed interest payments will be repaid by the maturity date.

"In instances where the class does receive additional compensation
for outstanding interest shortfalls, our analysis considers the
likelihood that the missed interest payments, including the
capitalized interest, would be reimbursed under our various rating
scenarios. Four classes from four transactions were impacted in
this review.

"In instances where the class does not receive additional
compensation for outstanding interest shortfalls, our analysis
focuses on our expectations regarding the length of the interest
payment interruptions to assign the rating on the class. Five
classes from three transactions were impacted in this review.

"The lowered ratings due to outstanding principal write-downs
reflect our assessment of the principal write-downs' impact on the
affected classes during recent remittance periods. All of these
classes were rated 'CCC (sf)' or 'CC (sf)' before the rating
actions."

Analytical Considerations

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

A list of Affected Ratings can be viewed at:

            https://bit.ly/3umGzVe



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2021.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***