Rating Action: Moody's has assigned a provisional rating to one class of notes to be issued by IP Lending III, Ltd.Global Credit Research - 16 Jan 2022New York, January 16, 2022 -- Moody's Investors Service ("Moody's") has assigned a provisional rating to one class of notes to be issued by IP Lending III, Ltd. (the "Issuer").Moody's rating action is as follows:U.S.$125,000,000 Senior Secured Fixed Rate Notes due October 2026 (the "Senior Notes"), Assigned (P)A3 (sf)RATINGS RATIONALEThe rating is based on the full credit support provided by Aspen Bermuda Limited (A3 insurance financial strength rating) ("Aspen"), Markel Bermuda Limited (A2 insurance financial strength rating), and Liberty Specialty Markets Bermuda Ltd. ("Liberty") (A2 insurance financial strength rating) ("Markel", "Aspen", and "Liberty", together the "Insurers"), under an insurance policy (the "Policy").Proceeds from the issuance of the rated notes were used to acquire a corporate loan from the original lender (the "Underlying Loan"). The underlying loan is secured by intellectual property and other assets of the corporate borrower. Neither the underlying loan nor the borrower are rated by Moody's.The policy period, including renewals, and the term of the underlying loan are both four years. Under the terms of the policy and other transaction documents, upon a default of the underlying loan's financing agreement, the underlying loan will be marketed for sale during a waiting period. If the realized value is less than the principal amount of the rated notes, initially $125,000,000, the insurers will then be obligated to pay the deficiency within the timeframe specified in the policy. The insurers' obligations under the policy are several, not joint; Markel's obligations under the policy are up to $97,500,000, with up to $50,000,000 of the insured amount covering any losses up to that amount and $47,500,000 covering any additional loss amounts pro-rata with the other insurers. Liberty's obligations under the policy are up to $17,500,000, and Aspen's obligations under the policy are up to $10,000,000.If the borrower is unable or unwilling to pay, interest on the rated notes will be paid from cash in interest reserve accounts that are sufficient to cover the period prior to the insurance claim payout that such an event will trigger. The interest reserve accounts include (1) a reserve relating to the underling loan funded at close of the underlying loan in an amount equivalent to 8.16% of the rated notes, with a minimum required amount of 5.26% of the rated notes, and (2) a reserve relating to the securitization, funded through the securitization waterfall with a required amount of 96.67% of the annual senior note interest payment of 3.375%, or 3.26% of the rated notes.The legal final maturity of the rated notes is in November 2026, which is 300 days after the maturity of the underlying loan, the maximum possible time interval between the filing of a loss claim and receipt of payment from the Insurers. Therefore, all potential loss claims, potential arbitration and payments to the Issuer should be concluded prior to the legal final maturity of the rated notes.In assigning the rating to the senior notes, we also considered several qualitative factors, including, but not limited to, the operational risks present in transactions with multiple parties potentially making payments to the issuer, the timing of those cashflows and the terms of the credit support documents substantially conforming to relevant portions of Moody's cross sector rating methodology: "Rating Transactions Based on the Credit Substitution Approach: Letter of Credit-backed, Insured and Guaranteed Debts" published in May 2017, as well as the limited incentives of the insurer to dispute the claim.In addition to the senior notes, the issuer issued one class of subordinated notes, which are not rated by Moody's.Methodology Underlying the Rating Action:The principal methodology used in this rating was "Moody's Approach to Rating Repackaged Securities" published in June 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1230078. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.Additional considerations that factored into our analysis can be found in the rating methodology "Rating Transactions Based on the Credit Substitution Approach: Letter of Credit-backed, Insured and Guaranteed Debts" published in May 2017 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1068154.Factors That Would Lead to an Upgrade or Downgrade of the Rating:The performance of the senior notes is subject to uncertainty. The performance of the rated notes will be sensitive to any changes in the credit quality of the insurers or termination of the policy, which in turn may impact the rating of the senior notes. The insured party's and insurers' compliance with the policy and the transaction documents will also affect the rating of the senior notes.REGULATORY DISCLOSURESFor further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.Further information on the representations and warranties and enforcement mechanisms available to investors are available on http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBS_1316115.The analysis focuses on the risks relating to the credit quality of the assets backing the repack and of the counterparties. Moody's generally determines the expected loss posed to noteholders by adding together the severities for loss scenarios arising from either underlying asset default, and if applicable, hedge counterparty risk, each weighted according to its respective probability.Moody's did not use any stress scenario simulations in its analysis.For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.The rating has been disclosed to the rated entity or its designated agent (s) and issued with no amendment resulting from that disclosure.This rating is solicited. Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com.Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating. Gideon Lubin Vice President - Senior Analyst Structured Finance Group Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A. 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