TCR_Public/140105.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Sunday, January 5, 2014, Vol. 18, No. 4

                            Headlines

AERCO LTD: S&P Lowers Rating on Class A-3 Notes to 'CCC-'
AIRCRAFT FINANCE: S&P Withdraws 'B-' Rating on Class A-2 Notes
ALESCO PREFERRED: Moody's Raises $70MM Class B Debt Rating to Caa2
ALPINE SECURITIZATION: DBRS Confirms 'BB' Rating on $64MM Debt
ALPINE SECURITIZATION: DBRS Confirms 'BBsf' Rating on $57MM Debt

ATTENTUS CDO I: Moody's Ups Rating on $20MM Cl. A-2 Notes to Caa1
AVENTURA MALL: Moody's Rates Class E Certificates 'Ba2(sf)'
BABSON CLO 2013-I: S&P Affirms 'BB' Rating on Class E Notes
BANC OF AMERICA: Moody's Lowers $45MM of RMBS Issued 2005-2006
BLUEMOUNTAIN CLO III: Moody's Affirms Ba2 Rating on Class E Notes

BROMPTON LIFECO: DBRS Raises Preferred Shares Rating to 'BB'
BXG RECEIVABLES 2006-B: Moody's Raises Cl. E Notes Rating to 'Ba2'
CARLYLE BRISTOL: Moody's Raises Rating on Class D Notes to Ba3
CASTLE 2003-1: Moody's Raises Cl. D-1 Notes Rating From 'Ba2'
CASTLE 2003-2: S&P Withdraws 'BB+' Rating on Class D-1 Notes

CIFC FUNDING: Moody's Affirms Ba2 Rating on $16MM Cl. B-2L Notes
CREST CLARENDON 2002-1: S&P Raises Rating on Class C Notes to 'B'
CSMC SERIES 2009-2R: S&P Affirms 'BB' Rating on Class 4-A-2 Notes
CSMC TRUST 2006-9: Moody's Lowers Rating on 5 Debt Classes to Caa2
CSMC TRUST 2013-IVR5: S&P Assigns 'BB' Rating on Class B-3 Notes

DIAMOND LAKE: Moody's Affirms 'Ba3' Rating on Class B-2L Notes
EMPORIA PREFERRED II: Fitch Affirms 'BB' Rating on Class D Notes
EMPORIA PREFERRED III: Fitch Affirms BB Rating on Class D Notes
FLAGSHIP CLO IV: Moody's Hikes Rating on Class D Notes to 'Ba2'
GE CAPITAL 2007-C1: Moody's Rates Class A-MFX Securities 'Ba3'

GE COMMERCIAL 2005-C4: Moody's Lowers Class E Certs Rating to C
GE COMMERCIAL 2007-C1: DBRS Confirms BB Rating on 2 Cert. Classes
GE COMMERCIAL 2007-C1: S&P Rates $29MM Class A Certificates 'B-'
GMAC COMMERCIAL 2002-C3: Moody's Lowers 2 Cert. Classes to 'C'
GOLDMAN SACHS: Moody's Takes Action on $33.3MM of Prime Jumbo RMBS

KATONAH VII: Moody's Affirms 'Ba1' Rating on $20.5MM Class D Notes
KEYCORP STUDENT 2006-A: Moody's Ups Cl. II-C Debt Rating to 'Caa2'
LEHMAN MORTGAGE 2006-2: Moody's Confirms Ratings on $38MM of RMBS
MKP CBO III: S&P Lowers Rating on Class C Notes to 'D'
MLMT 2002-MW1: Moody's Cuts Class XC Debt Rating to 'Caa3'

MORGAN STANLEY 2006-35: Moody's Hikes Class I Notes Rating to 'B1'
MORGAN STANLEY 2007-10: Moody's Confirms 'Ba2' Rating on IA Notes
MORGAN STANLEY 2007-2: Moody's Cuts Cl. A-1 Tranche Rating to Ca
MORGAN STANLEY 2007-HE7: Moody's Cuts Rating on A-2A Debt to Caa2
MORGAN STANLEY 2008-1R: Moody's Cuts Rating on 4 Tranches to 'C'

MRFC MORTGAGE: S&P Raises Rating on 2 Note Classes to 'BB+'
RESOURCE CAPITAL: DBRS Finalizes 'BB' Rating on Class E Notes
SCHOONER TRUST 2005-4: Moody's Affirms 'Ba2' Ratings on 2 Certs.
SILVER CREEK: Moody's Hikes Ratings on $9MM Cl. C Notes From 'B1'
SLC STUDENT LOAN 2007-2: Fitch Hikes Sub. Notes Rating From BBsf

SORIN REAL ESTATE: Moody's Affirms C Ratings on 5 Note Classes
TABERNA PREFERRED: Moody's Hikes Rating on Cl. A-1A Notes to Caa1
WELLS FARGO: Moody's Takes Action on $251MM of Prime Jumbo RMBS
WFRBS COMMERCIAL 2013-C18: Fitch Rates Class F Certs 'Bsf'

* Moody's Takes Action on $990MM RMBS Issued 2005 to 2007
* Moody's Takes Action on $249MM Alt A & Option ARM RMBS
* S&P Withdraws Ratings on Nine Classes from 7 CDO Transactions


                            *********

AERCO LTD: S&P Lowers Rating on Class A-3 Notes to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on AerCo
Ltd.'s class A-3 notes to 'CCC-(sf)' from 'B-(sf)' and removed it
from CreditWatch with negative implications, where S&P placed it
on Sept. 30, 2013.  AerCo Ltd. is an asset-backed securities
transaction collateralized primarily by the lease revenue and
sales proceeds from a commercial aircraft portfolio.

The downgrade reflects S&P's opinion of:

   -- The remaining eight aircraft's (as of Nov. 30, 2013)
      deteriorating value and quality;

   -- Class A-3's increased loan-to-value (LTV) ratio;

   -- The relatively low credit profile of the lessees; and

   -- The credit enhancement to the class A-3 notes in the form of
      subordination, overcollateralization, and a reserve account.

The fleet in AerCo Ltd.'s portfolio is significantly concentrated
in Boeing 737 classics and A320 family aircraft that were
manufactured in the 1990s, some of which, in S&P's view, are
likely to become economically obsolete earlier than expected.

Since March 30 2013, AerCo has sold 10 aircraft.  The sale
proceeds are much lower than the appraised value, which led to the
class A-3 notes' increased LTV.

The appraised value (the lower of mean and medium of three
maintenance-adjusted base values) of the remaining eight aircraft
as of the Feb. 19, 2013, appraisal date was $76 million.  As of
Nov. 30, 2013, seven aircraft were leased to six lessees operating
in six countries, and one aircraft was not on lease.  The
collateral also included five part-out engines that are to be sold
or used elsewhere in the portfolio.

As of Nov. 15, 2013, the class A-3 notes had a remaining balance
of $138 million.  Currently, the class A-3 notes are receiving a
portion of their minimum principal payment each month.  The senior
reserve account, which provides liquidity to the class A-3 notes,
is funded at $25 million.  S&P will continue to review whether, in
its view, the rating currently assigned to the notes remains
consistent with the credit enhancement available to support them,
and S&P will take rating actions as it deems necessary.


AIRCRAFT FINANCE: S&P Withdraws 'B-' Rating on Class A-2 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-(sf)' rating on
the class A-2 notes from Aircraft Finance Trust's series 1999-1,
which is backed by the lease revenue and sales proceeds from a
portfolio of commercial aircraft.

The withdrawal follows the complete paydown of the class A-2 notes
on the most recent payment date.


ALESCO PREFERRED: Moody's Raises $70MM Class B Debt Rating to Caa2
------------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by ALESCO Preferred Funding
XII, Ltd.:

U.S.$ 10,000,000 Class X First Priority Senior Secured Floating
Rate Notes Due 2016 (current outstanding balance of
$4,999,999.96), Upgraded to A3 (sf); previously on September 23,
2010 Downgraded to Ba1 (sf)

U.S. $370,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes Due 2037 (current outstanding balance of
$294,050,509.02), Upgraded to A3 (sf); previously on September 23,
2010 Downgraded to Ba1 (sf)

U.S. $87,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due 2037 (current outstanding balance of
$87,000,000.00), Upgraded to Ba1 (sf); previously on September 23,
2010 Downgraded to B1 (sf)

U.S. $70,000,000 Class B Deferrable Third Priority Secured
Floating Rate Notes Due 2037 (current outstanding balance of
$72,947,997.21, including interest shortfall), Upgraded to Caa2
(sf); previously on September 23, 2010 Downgraded to Ca (sf)

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the Class A-1 Notes and
Class X Notes, an increase in the transaction's senior
overcollateralization ratios, and improvement in the credit
quality of the underlying portfolio since December 2012.

Moody's notes that the Class A-1 Notes have been paid down by
approximately 7.1% or $26.4 million since December 2012. As a
result of this deleveraging, the Class A-1 Notes' par coverage
improved to 146.3% from 138.8%, as calculated by Moody's. Based on
the latest trustee report dated November 30, 2013, the Class A and
Class B overcollateralization ratios are reported at 117.5% (limit
124.0%) and 98.62% (limit 106.69%), respectively, versus November
2012 levels of 111.85% and 97.53%, respectively. Going forward,
the Class A-1 Notes will continue to benefit from the diversion of
excess interest and the proceeds from potential future redemptions
of any assets in the collateral pool

Moody's also notes that the deal benefited from an improvement in
the credit quality of the underlying portfolio. Based on Moody's
calculation, the weighted average rating factor (WARF) improved to
1169 from 1438 in December,2012.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, Moody's
Asset Correlation, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par of $438.5 million, defaulted/deferring par of $98.8
million, a weighted average default probability 24.9% (implying a
WARF of 1169), Moody's Asset Correlation of 15.5%, and a weighted
average recovery rate upon default of 8.1%. In addition to the
quantitative factors that are explicitly modeled, qualitative
factors are part of rating committee considerations. Moody's
considers the structural protections in the transaction, the risk
of triggering an Event of Default, recent deal performance under
current market conditions, the legal environment, and specific
documentation features. All information available to rating
committees, including macroeconomic forecasts, inputs from other
Moody's analytical groups, market factors, and judgments regarding
the nature and severity of credit stress on the transactions, may
influence the final rating decision

ALESCO Preferred Funding XII, Ltd., issued in October 2006, is a
collateralized debt obligation backed by a portfolio of bank and
insurance trust preferred securities.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

Factors that Would Lead to an Upgrade or Downgrade of the Ratings

Moody's notes that this transaction is subject to a number of
factors and circumstances that could lead to either an upgrade or
downgrade of the ratings, as described below:

1) Macroeconomic uncertainty: TruPS CDOs performance may be
negatively impacted by uncertainties of credit conditions in the
general economy. Moody's has a stable outlook on the banking
sector. Moody's continues to have a stable outlook on the
insurance sector, other than the negative outlook on the U.S. life
insurance industry.

2) Portfolio credit risk: A better than expected credit
performance of the underlying assets collateralizing the
transaction, can lead to positive transaction performance.
Conversely, a weaker than expected credit performance of the
underlying portfolio can have adverse consequences on the
transaction's performance.

3) Deleveraging: An uncertainty in this transaction is whether
deleveraging from unscheduled principal proceeds and excess
interest proceeds will continue and at what pace. A faster-than-
anticipated pace of deleveraging may have significant impact on
the ratings of the notes.

4) Resumption of interest payments by deferring assets: A number
of banks that had previously been deferring interest have resumed
interest payments on their TruPS. The timing and amount of
deferral cures may have significant positive impact on the
transaction's overcollateralization ratios and the ratings of the
notes.

5) Exposure to non-publicly rated assets: The deal is exposed to a
large number of securities whose default probabilities are
assessed through credit scores derived using the RiskCalc model or
credit estimates. Moody's evaluates the sensitivity of the ratings
of the notes to the volatility of these credit assessments.

Loss and Cash Flow Analysis

The transaction's portfolio was modeled using CDOROM v.2.10-15 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge. CDOROM v.2.10-15
is available on moodys.com under Products and Solutions --
Analytical models, upon return of a signed free license agreement.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 109 points from the
base case of 1169, the model-implied ratings of the Class A-1
Notes are one notch worse than the base case result. Similarly, if
the WARF is decreased by 139 points, the model-implied ratings of
the Class A-1 Notes are one notch better than the base case
result.

In addition, Moody's also performed two additional sensitivity
analyses as described in the Special Comment "Sensitivity Analyses
on Deferral Cures and Default Timing for Monitoring TruPS CDOs"
published in August 2012. In the first, Moody's gave par credit to
banks that are deferring interest on their TruPS but satisfy
specific credit criteria and thus have a strong likelihood of
resuming interest payments. Under this sensitivity analysis,
Moody's gave par credit to $35.5 million of bank TruPS. In the
second sensitivity analysis, we ran alternative default-timing
profile scenarios to reflect the lower likelihood of a large spike
in defaults. Below is a summary of the impact on all rated notes
(shown in terms of the number of notches' difference versus the
current model output, where a positive difference corresponds to
lower expected loss), assuming that all other factors are held
equal:

Sensitivity Analysis 1: Par Credit Given to Deferring Banks

Class A-1: +1

Class A-2: +2

Class B: +2

Sensitivity Analysis 2: Alternative Default Timing Profile

Class A-1: +1

Class A-2: +1

Class A-3: +1


ALPINE SECURITIZATION: DBRS Confirms 'BB' Rating on $64MM Debt
--------------------------------------------------------------
DBRS Inc. has confirmed the rating of R-1(high)(sf) for the
Commercial Paper ("CP") issued by Alpine Securitization Corp.
("Alpine"), an asset-backed commercial paper ("ABCP") vehicle
administered by Credit Suisse, New York branch.  In addition, DBRS
has confirmed the ratings and revised the tranche sizes of the
aggregate liquidity facilities ("the Liquidity") based on the
February 28, 2013, reported portfolio provided by Credit Suisse,
the administrator of Alpine.

The $11,242,273,013 aggregate liquidity facilities as of February
28, 2013, are tranched as follows:

* $10,797,840,109 rated AAA (sf)
* $95,861,811 rated AA (sf)
* $89,958,975 rated A (sf)
* $94,458,552 rated BBB (sf)
* $64,491,987 rated BB (sf)
* $33,101,443 rated B (sf)
* $66,560,136 unrated (sf)

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio.  The updated credit quality aspect of the CP rating is
based on both the portfolio of assets and the available program-
wide credit enhancement ("PWCE").  The rationale for the CP rating
is based on the updated AAA credit quality assessment as well as
DBRS's prior and ongoing review of legal, operational and
liquidity risks associated with Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit quality
of Alpine's asset portfolio based on an analysis that assesses
each transaction to a term standard.  The tranche sizes are
expected to vary each month based on reported changes in portfolio
composition.

For Alpine, both the CP and the Liquidity ratings use DBRS's
simulation methodology, which was developed to analyze diverse
ABCP conduit portfolios.  This analysis uses the DBRS Diversity
Model, with adjustments to reflect the unique structure of an ABCP
conduit and its underlying assets.  DBRS determines attachment
points for risk based on an analysis of the portfolio and models
the portfolio based on key inputs such as asset ratings, asset
tenors and recovery rates.  The attachment points determine the
portion of the exposure rated AAA, AA, A through B, as well as
unrated.

DBRS models the prior (lagged) month(s) portfolio on an ongoing
basis to reflect changes in Alpine's portfolio composition and
credit quality.


ALPINE SECURITIZATION: DBRS Confirms 'BBsf' Rating on $57MM Debt
----------------------------------------------------------------
DBRS Inc. has confirmed the rating of R-1(high)(sf) for the
Commercial Paper ("CP") issued by Alpine Securitization Corp., an
asset-backed commercial paper ("ABCP") vehicle administered by
Credit Suisse, New York branch.  In addition, DBRS has confirmed
the ratings and revised the tranche sizes of the aggregate
liquidity facilities ("the Liquidity") based on the March 31,
2013, reported portfolio provided by Credit Suisse, the
administrator of Alpine.

The $8,197,959,425 aggregate liquidity facilities as of March 31,
2013, are tranched as follows:

* $7,868,370,706 rated AAA (sf)
* $80,413,100 rated AA (sf)
* $71,625,934 rated A (sf)
* $87,908,247 rated BBB (sf)
* $57,014,809 rated BB (sf)
* $23,983,778 rated B (sf)
* $8,642,851 unrated (sf)

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio.  The updated credit quality aspect of the CP rating is
based on both the portfolio of assets and the available program-
wide credit enhancement ("PWCE").  The rationale for the CP rating
is based on the updated AAA credit quality assessment as well as
DBRS's prior and ongoing review of legal, operational and
liquidity risks associated with Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit quality
of Alpine's asset portfolio based on an analysis that assesses
each transaction to a term standard.  The tranche sizes are
expected to vary each month based on reported changes in portfolio
composition.

For Alpine, both the CP and the Liquidity ratings use DBRS's
simulation methodology, which was developed to analyze diverse
ABCP conduit portfolios.  This analysis uses the DBRS Diversity
Model, with adjustments to reflect the unique structure of an ABCP
conduit and its underlying assets.  DBRS determines attachment
points for risk based on an analysis of the portfolio and models
the portfolio based on key inputs such as asset ratings, asset
tenors and recovery rates.  The attachment points determine the
portion of the exposure rated AAA, AA, A through B, as well as
unrated.

DBRS models the prior (lagged) month(s) portfolio on an ongoing
basis to reflect changes in Alpine's portfolio composition and
credit quality.


ATTENTUS CDO I: Moody's Ups Rating on $20MM Cl. A-2 Notes to Caa1
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating on the following notes issued by Attentus CDO I, Ltd.:

U.S.$280,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes Due May 2036 (current balance of ($118,007,868.51),
Upgraded to Ba1 (sf); previously on April 9, 2009 Downgraded to B1
(sf)

U.S.$20,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due May 2036, Upgraded to Caa1 (sf); previously on
April 9, 2009 Downgraded to Caa2 (sf)

Ratings Rationale

According to Moody's, the rating action taken on the notes is
primarily a result of deleveraging of the Class A-1 Notes due to
an increase in the transaction's overcollateralization ratios
since December 2012.

Moody's notes that the Class A-1 Notes has been paid down by
approximately 39.4% or $77 million since December, as a result of
diversion of excess interest proceeds and disbursement of
principal proceeds from redemptions of underlying assets. Due to
this deleveraging, the Class A-1 Notes' par coverage improved to
176.4% from 158.86% as calculated by Moody's since December 2012.
Based on the latest trustee report dated November 2013, the Class
A/B Overcollateralization Test is reported at 111.15% (limit
124.00%) versus November 2012 levels of 110.64%.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, and
weighted average recovery rate, may be different from the
trustee's reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par of $225.6
million, defaulted/deferring par of $91.47 million, a weighted
average default probability of 56.63% (implying a WARF of 4272),
and a weighted average recovery rate upon default of 10%. In
addition to the quantitative factors that are explicitly modeled,
qualitative factors are part of rating committee considerations.
Moody's considers the structural protections in the transaction,
the risk of triggering an Event of Default, recent deal
performance under current market conditions, the legal
environment, and specific documentation features. All information
available to rating committees, including macroeconomic forecasts,
inputs from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.

Attentus CDO I, Ltd. issued on May 2, 2006, is a collateralized
debt obligation backed by a portfolio of REITs trust preferred
securities (TruPS).

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

Factors that Would Lead to an Upgrade or Downgrade of the Ratings

Moody's notes that this transaction is subject to a number of
factors and circumstances that could lead to either an upgrade or
downgrade of the ratings, as described below:

1) Macroeconomic uncertainty: TruPS CDOs performance may be
negatively impacted by uncertainties of credit conditions in the
general economy.

2) Portfolio credit risk: A better than expected credit
performance of the underlying assets collateralizing the
transaction, can lead to positive transaction performance.
Conversely, a weaker than expected credit performance of the
underlying portfolio can have adverse consequences on the
transaction's performance.

3) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds and excess interest proceeds will continue and at what
pace. A faster-than-anticipated pace of deleveraging may have
significant impact on the ratings of the notes.

4) Exposure to non-publicly rated assets: The deal is exposed to a
large number of securities whose default probabilities are
assessed through credit estimates. Moody's evaluates the
sensitivity of the ratings of the notes to the volatility of these
credit assessments.

Loss and Cash Flow Analysis

The transaction's portfolio was modeled using CDOROM v.2.10-15 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge. CDOROM v.2.10-15
is available on moodys.com under Products and Solutions --
Analytical models, upon return of a signed free license agreement.

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized REIT companies
that are generally not publicly rated by Moody's. To evaluate the
credit quality of REIT TruPS without public ratings, Moody's
relies on the assessment of Moody's REIT team based on the credit
analysis of the underlying REIT firms' annual statutory financial
reports.

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. We analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 200 points from the
base case of 4272, the model-implied rating of the Class A-1 Notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 722 points, the model-implied rating of the
Class A-1 Notes is one notch better than the base case result.


AVENTURA MALL: Moody's Rates Class E Certificates 'Ba2(sf)'
-----------------------------------------------------------
Moody's Investors Service has assigned ratings to five classes of
commercial mortgage pass-through certificates, issued by Aventura
Mall Trust 2013-AVM.

Cl. A, Definitive Rating Assigned Aaa (sf)

Cl. B, Definitive Rating Assigned Aa3 (sf)

Cl. C, Definitive Rating Assigned A3 (sf)

Cl. D, Definitive Rating Assigned Baa3 (sf)

Cl. E, Definitive Rating Assigned Ba2 (sf)

Ratings Rationale

The Certificates are collateralized by a single loan backed by a
first lien commercial mortgage related to one regional mall. The
borrower underlying the mortgage is a special-purpose entity
(SPE), Aventura Mall Venture (G.P.).

The ratings are based on the collateral and the structure of the
transaction.

Moody's rating approach for securities backed by a single loan
compares the credit risk inherent in the underlying property with
the credit protection offered by the structure. The structure's
credit enhancement is quantified by the maximum deterioration in
property value that the securities are able to withstand under
various stress scenarios without causing an increase in the
expected loss for various rating levels. In assigning single
borrower ratings, Moody's also considers a range of qualitative
issues as well as the transaction's structural and legal aspects.

The Aventura Mall loan is secured by the Borrower's fee simple
interest in approximately 1,004,103SF contained within a 2,087,343
SF, three-level regional mall. The mall contains six anchors
comprised of Macy's (254,539 SF), Bloomingdale's (251,831 SF),
Macy's Men's and Home (225,000 SF), JC Penney (193,759 SF),
Nordstrom (167,000 SF) and Sears (191,809 SF). The collateral for
the loan includes the JC Penney anchor space and the pad sites
ground leased to Macy's, Bloomingdale's, Macy's Men's and Home,
and Nordstrom. The improvements and land associated with the Sears
box are owned by the respective tenant and are not contributed as
loan collateral. The Property was originally developed in 1983 at
Biscayne Boulevard (US Highway 1) and William Lehman Causeway
(State Highway 856), approximately one mile east of Interstate 95
in Aventura, FL. Subsequent renovations occurred during 1997,
1998, and most recently in 2006 with the addition of the
Nordstrom.

As of September 2013, the Property (including non-collateral
space) was approximately 99.5% occupied by 232 tenants. The
Property has a large mix of luxury and mass market tenants that
appeal to a wide variety of shoppers. Notable national tenants in
occupancy include a 24-screen AMC Theatres, Cheesecake Factory,
Apple, Forever 21, H&M, Victoria Secret, Banana Republic,
Abercrombie & Fitch as well as luxury tenants such Burberry, Louis
Vuitton, Cartier, Tiffany & Co., and Henri Bendel.

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

Moody's Trust LTV Ratio of 83.4% is in-line with other fixed-rate
single-property loans that have previously been assigned an
underlying rating of Ba2.

The Moody's Trust Actual DSCR of 2.24X (amortizing) and Moody's
Stressed Trust DSCR of 0.91X are considered to be in-line with
other Moody's rated loans of similar respective leverages.

Moody's review incorporated the use of the excel-based Large Loan
Model v8.6. The large loan model derives credit enhancement levels
based on an aggregation of adjusted loan level proceeds derived
from Moody's loan level LTV ratios. Major adjustments to
determining proceeds include leverage, loan structure, property
type, and sponsorship. These aggregated proceeds are then further
adjusted for any pooling benefits associated with loan level
diversity, other concentrations and correlations.

The V Score for this transaction is assessed as Medium, the same
as the V score assigned to the U.S. Single Borrower CMBS sector.
This reflects typical volatility with respect to the critical
assumptions used in the rating process as well as an average
disclosure of securitization collateral and ongoing performance.

Moody's V Scores provide a relative assessment of the quality of
available credit information and the potential variability around
the various inputs to a rating determination. The V Score ranks
transactions by the potential for significant rating changes owing
to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modeling and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction
(rather than individual tranches).

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 16%, or 25%, the model-indicated rating for the currently
rated Aaa class would be Aa1, A1, or Baa2, respectively. Parameter
Sensitivities are not intended to measure how the rating of the
security might migrate over time; rather they are designed to
provide a quantitative calculation of how the initial rating might
change if key input parameters used in the initial rating process
differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.

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

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously anticipated. Factors that may
cause an upgrade of the ratings include significant loan paydowns
or amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.


BABSON CLO 2013-I: S&P Affirms 'BB' Rating on Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Babson
CLO Ltd. 2013-I/Babson CLO 2013-I LLC's $449.25 million floating-
rate notes following the transaction's effective date as of
Aug. 8, 2013.

Most U.S. cash flow collateralized loan obligations (CLOs) close
before purchasing the full amount of their targeted level of
portfolio collateral.  On the closing date, the collateral manager
typically covenants to purchase the remaining collateral within
the guidelines specified in the transaction documents to reach the
target level of portfolio collateral.  Typically, the CLO
transaction documents specify a date by which the targeted level
of portfolio collateral must be reached.  The "effective date" for
a CLO transaction is usually the earlier of the date on which the
transaction acquires the target level of portfolio collateral, or
the date defined in the transaction documents.  Most transaction
documents contain provisions directing the trustee to request the
rating agencies that have issued ratings upon closing to affirm
the ratings issued on the closing date after reviewing the
effective date portfolio (typically referred to as an "effective
date rating affirmation").

"An effective date rating affirmation reflects our opinion that
the portfolio collateral purchased by the issuer, as reported to
us by the trustee and collateral manager, in combination with the
transaction's structure, provides sufficient credit support to
maintain the ratings that we assigned on the transaction's closing
date.  The effective date reports provide a summary of certain
information that we used in our analysis and the results of our
review based on the information presented to us," S&P said.

S&P believes the transaction may see some benefit from allowing a
window of time after the closing date for the collateral manager
to acquire the remaining assets for a CLO transaction.  This
window of time is typically referred to as a "ramp-up period."
Because some CLO transactions may acquire most of their assets
from the new issue leveraged loan market, the ramp-up period may
give collateral managers the flexibility to acquire a more diverse
portfolio of assets.

"For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, our ratings on the
closing date and prior to our effective date review are generally
based on the application of our criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to us by the
collateral manager, and may also reflect our assumptions about the
transaction's investment guidelines.  This is because not all
assets in the portfolio have been purchased," S&P added.

"When we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P said.

In S&P's published effective date report, it discusses its
analysis of the information provided by the transaction's trustee
and collateral manager in support of their request for effective
date rating affirmation.  In most instances, S&P intends to
publish an effective date report each time it issues an effective
date rating affirmation on a publicly rated U.S. cash flow CLO.

On an ongoing basis after S&P issues an effective date rating
affirmation, it will periodically review whether, in its view, the
current ratings on the notes remain consistent with the credit
quality of the assets, the credit enhancement available to support
the notes, and other factors, and take rating actions as it deems
necessary.

RATINGS AFFIRMED

Babson CLO Ltd. 2013-1/Babson CLO 2013-1 LLC

Class                      Rating                    Amount
                                                    (mil. $)
A-1                        AAA (sf)                  292.25
B                          AA (sf)                    64.75
C (deferrable)             A (sf)                     37.50
D (deferrable)             BBB (sf)                   24.25
E (deferrable)             BB (sf)                    21.50
F (deferrable)             B (sf)                      9.00


BANC OF AMERICA: Moody's Lowers $45MM of RMBS Issued 2005-2006
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of six
tranches backed by Prime Jumbo RMBS loans, issued by Banc of
America.

Complete rating actions are as follows:

Issuer: Banc of America Funding 2006-6 Trust, Mortgage Pass-
Through Certificates, 2006-6

Cl. 1-A-10, Downgraded to Caa1 (sf); previously on Apr 11, 2013
Downgraded to B3 (sf)

Cl. 1-A-11, Downgraded to Caa2 (sf); previously on Apr 11, 2013
Downgraded to Caa1 (sf)

Cl. 1-A-24, Downgraded to Caa2 (sf); previously on Apr 11, 2013
Downgraded to Caa1 (sf)

Cl. 30-IO, Downgraded to Caa1 (sf); previously on Apr 11, 2013
Downgraded to B3 (sf)

Issuer: Banc of America Mortgage Securities, Inc., Mortgage Pass-
Through Certificates, Series 2005-12

Cl. A-7, Downgraded to Caa1 (sf); previously on Apr 11, 2013
Downgraded to B2 (sf)

Cl. 30-IO, Downgraded to Caa1 (sf); previously on Apr 11, 2013
Downgraded to B2 (sf)

RATINGS RATIONALE

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013. Please see
the Credit Policy page on www.moodys.com for a copy of this
methodology.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012 . Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


BLUEMOUNTAIN CLO III: Moody's Affirms Ba2 Rating on Class E Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by BlueMountain CLO III
Ltd.:

-- U.S. $31,500,000 Class B Senior Floating Rate Notes due 2021,
    Upgraded to Aa1 (sf); previously on August 11, 2011 Upgraded
    to Aa2 (sf); and

-- U.S. $29,250,000 Class C Deferrable Mezzanine Floating Rate
    Notes due 2021, Upgraded to A2 (sf); previously on August 11,
    2011 Upgraded to A3 (sf).

Moody's also affirmed the ratings of the following notes:

-- U.S. $131,487,500 Class A-1a Senior Floating Rate Notes due
    2021 (current balance of $130,081,903), Affirmed Aaa (sf);
    previously on October 19, 2009 Confirmed at Aaa (sf);

-- U.S. $131,487,500 Class A-1b Senior Floating Rate Notes due
    2021 (current balance of $130,081,903), Affirmed Aaa (sf);
    previously on October 19, 2009 Confirmed at Aaa (sf);

-- U.S. $50,000,000 Class A-2 Senior Revolving Floating Rate
    Notes due 2021 (current balance of $49,465,501), Affirmed Aaa
    (sf); previously on October 19, 2009 Confirmed at Aaa (sf);

-- U.S. $20,250,000 Class D Deferrable Mezzanine Floating Rate
    Notes due 2021, Affirmed Baa3 (sf); previously on August 11,
    2011 Upgraded to Baa3 (sf); and

-- U.S. $21,150,000 Class E Deferrable Junior Floating Rate Notes
    due 2021, Affirmed Ba2 (sf); previously on August 11, 2011
    Upgraded to Ba2 (sf).

BlueMountain CLO III Ltd., issued in 2007, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans. The portfolio is managed by BlueMountain Capital Management
L.P. The transaction's reinvestment period will end in March,
2014.

Ratings Rationale

According to Moody's, the rating actions taken on the notes
reflect the benefit of the short period of time remaining before
the end of the deal's reinvestment period in March 2014. In
consideration of the reinvestment restrictions applicable during
the amortization period, and therefore limited ability to effect
significant changes to the current collateral pool, Moody's
analyzed the deal assuming a higher likelihood that the collateral
pool characteristics will continue to maintain a positive buffer
relative to certain covenant requirements. In particular, the deal
is assumed to benefit from lower WARF and higher spread compared
to the covenant level. Moody's modeled a WARF and a spread of 2820
and 3.44% respectively, compared to the current covenant level of
3134 and 2.13%.

However, Moody's notes that the overcollateralization ratios of
the rated notes have deteriorated since December 2012. Based on
the trustee's December 6, 2013 report, the over-collateralization
(OC) ratio for the Class B Notes is 126.24% down from 127.42% on
December 6, 2012, that of the Class C Notes, 116.27%, down from
117.35%, that of the Class D Notes, 110.25%, down from 111.27% and
that of the Class E Notes, 104.58%, down from 105.55%.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
November 2013.

Factors that Would Lead to an Upgrade or Downgrade of the Ratings

Moody's notes that this transaction is subject to a number of
factors and circumstances that could lead to either an upgrade or
downgrade of the ratings, as described below:

1) Macroeconomic uncertainty: CLO performance may be negatively
impacted by a) uncertainties of credit conditions in the general
economy and b) the large concentration of upcoming speculative-
grade debt maturities which may create challenges for issuers to
refinance.

2) Collateral Manager: Performance may also be impacted, either
positively or negatively, by a) the manager's investment strategy
and behavior and b) divergence in legal interpretation of CLO
documentation by different transactional parties due to embedded
ambiguities.

3) Collateral credit risk: A shift towards holding collateral of
better credit quality, or better than expected credit performance
of the underlying assets collateralizing the transaction, can lead
to positive CLO performance. Conversely, a negative shift in
credit quality or performance of the underlying collateral can
have adverse consequences for CLO performance.

4) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commence and at what pace. Deleveraging of the CLO
may accelerate due to high prepayment levels in the loan market
and/or collateral sales by the manager, which may have significant
impact on the notes' ratings. Faster than expected note repayment
will usually have a positive impact on CLO notes, beginning with
those having the highest payment priority.

5) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices. Realization of higher than assumed recoveries would
positively impact the CLO.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities. Below is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2256)

Class A-1a: 0

Class A-1b: 0

Class A-2: 0

Class B: 0

Class C: +3

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3384)

Class A-1a: 0

Class A-1b: 0

Class A-2: 0

Class B: -1

Class C: -2

Class D: -2

Class E: -1

Loss and Cash Flow Analysis

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score, and the weighted
average recovery rate, are based on its published methodology and
could be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool as
having a performing par and principal proceeds balance of $430
million, defaulted par of $3.4 million, a weighted average default
probability of 19.36% (implying a WARF of 2820), a weighted
average recovery rate upon default of 51.30%, a diversity score of
59 and a weighted average spread of 3.44%.

The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in 2013.


BROMPTON LIFECO: DBRS Raises Preferred Shares Rating to 'BB'
------------------------------------------------------------
DBRS Inc. has upgraded the rating of the Preferred Shares issued
by Brompton Lifeco Split Corp. to Pfd-4 (high) from Pfd-5 (high).
In April 2007, the Company issued 3.1 million Preferred Shares (at
$10.00 each), along with an equal number of Class A Shares (at
$15.00 each).  The termination date for both classes of shares
issued is April 30, 2014, but a term extension has been proposed
by the Company.

The Company holds a portfolio consisting primarily of common
shares of the four largest publicly traded Canadian life insurance
companies (the Portfolio).  As of September 30, 2013, the
Portfolio's composition was: Industrial Alliance Insurance and
Financial Services Inc. (26.0%), Sun Life Financial Inc. (24.9%),
Manulife Financial Corporation (24.4%) and Great-West Lifeco Inc.
(24.0%).  The Portfolio was initially equally weighted and is
subject to annual rebalancing.

The Preferred Shares pay a fixed cumulative quarterly distribution
of $0.13125 per Preferred Share, yielding 5.25% annually on their
issue price of $10.00 per share.  Holders of the Class A Shares
are expected to receive regular monthly targeted cash
distributions of $0.075 per share, yielding 6% annually on their
issue price of $15.00 per share.  Class A Share distributions were
suspended in March 2011, due to the net asset value of the Company
falling below $15.00 per unit (i.e., 33% downside protection), but
were reinstated in July 2013.

On June 10, 2013, DBRS confirmed the ratings of the Preferred
Shares at Pfd-5 (high).  Since then, the performance of the
Company has been positive, with downside protection climbing to
its highest levels in over two years (39.5% as of December 12,
2013).  In addition, the short-term outlook for the Canadian life
insurance industry has improved.  As a result, the rating of the
Preferred Shares has been upgraded to Pfd-4 (high).


BXG RECEIVABLES 2006-B: Moody's Raises Cl. E Notes Rating to 'Ba2'
------------------------------------------------------------------
Moody's has upgraded the Class B, Class C, Class D and Class E
Notes of BXG Receivables Note Trust 2006-B. The underlying
collateral consists of timeshare loan receivables issued and
serviced by Bluegreen Corporation, with Concord Servicing
Corporation as the back-up servicer.

Complete actions are as follows:

Issuer: BXG Receivables Note Trust 2006-B

Cl. B, Upgraded to Aa1 (sf); previously on Jul 29, 2009 Downgraded
to Aa3 (sf)

Cl. C, Upgraded to A1 (sf); previously on Jul 29, 2009 Downgraded
to A3 (sf)

Cl. D, Upgraded to Baa2 (sf); previously on Jul 29, 2009
Downgraded to Ba2 (sf)

Cl. E, Upgraded to Ba2 (sf); previously on Jul 29, 2009 Downgraded
to B1 (sf)

Ratings Rationale

The upgrade was prompted by a build-up in credit enhancement of
these classes of notes along with decreased future loss
projections relative to the outstanding pool balance. The trust is
currently at its overcollateralization target of 9% of the
outstanding pool balance. In addition, the non-declining cash
reserve is at 10.2% of the outstanding pool balance. Credit
enhancement from subordination, overcollateralization and cash
reserves for Class B, Class C, Class D and Class E is 62.2%,
47.6%, 31.6% and 24.1%, respectively.

Pool performance continues to improve from recessionary levels as
the rate of gross charge-offs as a percentage of pool reduction
continues its downward trajectory. Rolling twelve-month charge-
offs as a percentage of pool reduction has declined from 42.6% as
of June, 2009, the reporting period for the last rating action by
Moody's, and its peak level of 58.7% as of December 2009, to 21.4%
as of October 2013, the most recent reporting period. Our new
expected gross charge-offs for the remaining life of the
transaction is 21% of the outstanding pool balance.

Methodology

The principal methodology used in this rating was "Moody's
Approach to Rating Vacation Timeshare Loan Securitizations"
published in September 2011.

Factors That Would Lead to an Upgrade or Downgrade of the Rating

Changes to expected remaining gross charge offs or credit
enhancement

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of uncertainty with
regard to expected gross charge-offs are the economic environment,
unemployment rate and other factors, which impact the income-
generating ability of the borrowers.


CARLYLE BRISTOL: Moody's Raises Rating on Class D Notes to Ba3
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings on the following notes issued by Carlyle Bristol CLO,
Ltd.:

U.S. $25,000,000 Class B-1 Senior Secured Deferrable Floating Rate
Notes due 2019, Upgraded to Aaa (sf); previously on August 8, 2013
Upgraded to Aa1 (sf);

U.S. $3,000,000 Class B-2 Senior Secured Deferrable Fixed Rate
Notes due 2019, Upgraded to Aaa (sf); previously on August 8, 2013
Upgraded to Aa1 (sf);

U.S. $28,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2019, Upgraded to Baa3 (sf); previously on August 8,
2013 Confirmed Ba1 (sf);

U.S. $4,000,000 Class D Secured Deferrable Floating Rate Notes due
2019, Upgraded to Ba3 (sf); previously on August 8, 2013 Confirmed
B1 (sf).

Moody's also affirmed the ratings on the following notes:

U.S. 382,000,000 Class A-1 Senior Secured Floating Rate Notes due
2019 (current outstanding balance of $85,992,557), Affirmed Aaa
(sf); previously on August 8, 2013 Affirmed Aaa (sf);

U.S. $18,750,000 Class A-2 Senior Secured Floating Rate Notes due
2019, Affirmed Aaa (sf); previously on August 8, 2013 Affirmed Aaa
(sf);

U.S. $8,000,000 Type I Composite Notes due 2019 (current rated
balance of $4,312,508), Affirmed Aaa (sf); previously on August 8,
2013 Upgraded to Aaa (sf);

U.S. $4,000,000 Type II Composite Notes due 2019 (current rated
balance of $1,262,225), Affirmed Aaa (sf); previously on August 8,
2013 Upgraded to Aaa (sf).

Carlyle Bristol CLO, Ltd., issued in October 2005, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans. The portfolio is managed by Carlyle
Investment Management, L.L.C. The transaction's reinvestment
period ended in November 2011.

RATINGS RATIONALE

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's
overcollateralization ratios since the last rating action in
August 2013. The Class A-1 Notes have been paid down by
approximately 37% or $49.6 million since August 2013. Based on the
trustee's November 4, 2013 report, the over-collateralization (OC)
ratio for the Class A Notes is 161.67% up from 148.69% on July 15,
2013, that of the Class B Notes , 131.63%, up from 125.86%, that
of the Class C Notes , 110.70%, up from 108.85% and that of the
Class D Notes , 108.28%, up from 106.82%.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
November 2013. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.

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

This transaction is subject to a number of factors and
circumstances that could lead to either an upgrade or downgrade of
the ratings:

1) Macroeconomic uncertainty: CLO performance is subject to a)
uncertainty about credit conditions in the general economy and b)
the large concentration of upcoming speculative-grade debt
maturities, which could make refinancing difficult for issuers.

2) Collateral Manager: Performance can also be affected positively
or negatively by a) the manager's investment strategy and behavior
and b) differences in the legal interpretation of CLO
documentation by different transactional parties owing to embedded
ambiguities.

3) Collateral credit risk: A shift towards collateral of better
credit quality, or better credit performance of assets
collateralizing the transaction than Moody's current expectations,
can lead to positive CLO performance. Conversely, a negative shift
in credit quality or performance of the collateral can have
adverse consequences for CLO performance.

4) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging of the CLO
could accelerate owing to high prepayment levels in the loan
market and/or collateral sales by the manager, which could have a
significant impact on the notes' ratings. Note repayments that are
faster than Moody's current expectations will usually have a
positive impact on CLO notes, beginning with those with the
highest payment priority.

5) Recovery of defaulted assets: Fluctuations in the market value
of defaulted assets reported by the trustee and those that Moody's
assumes as having defaulted could result in volatility in the
deal's OC levels. Further, the timing of recoveries and whether a
manager decides to work out or sell defaulted assets create
additional uncertainty. Moody's analyzed defaulted recoveries
assuming the lower of the market price and the recovery rate in
order to account for potential volatility in market prices.
Realization of higher than assumed recoveries would positively
impact the CLO.

6) Post-Reinvestment Period Trading: Reinvestment is allowed and
the manager has the ability to negatively affect the collateral
quality metrics' existing buffers against the covenant levels,
which could negatively affect the transaction.

In addition to the base case analysis, Moody's also conducted
sensitivity analyses to test the impact of a number of default
probabilities on the rated notes. Below is a summary of the impact
of different default probabilities (expressed in terms of WARF) on
all of the rated notes (by the difference in the number of notches
versus the current model output, for which a positive difference
corresponds to lower expected loss):

Moody's Adjusted WARF -- 20% (1967)

Class A-1: 0

Class A-2: 0

Class B-1: 0

Class B-2: 0

Class C: +2

Class D: +2

Type I: 0

Type II: 0

Moody's Adjusted WARF + 20% (2951)

Class A-1: 0

Class A-2: 0

Class B-1: -1

Class B-2: -1

Class C: -1

Class D: -1

Type I: 0

Type II: 0

Loss and Cash Flow Analysis

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in 2013.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of $172 million,
defaulted par of $11 million, a weighted average default
probability of 14.04% (implying a WARF of 2459), a weighted
average recovery rate upon default of 51.42%, a diversity score of
37 and a weighted average spread of 2.95%.

Moody's incorporates the default and recovery properties of the
collateral pool in cash flow model analysis where they are subject
to stresses as a function of the target rating on each CLO
liability reviewed. Moody's derives the default probability from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate for future defaults is based primarily on the seniority of
the assets in the collateral pool. In each case, historical and
market performance and the collateral manager's latitude for
trading the collateral are also factors.


CASTLE 2003-1: Moody's Raises Cl. D-1 Notes Rating From 'Ba2'
-------------------------------------------------------------
Moody's has upgraded and placed on review for possible further
upgrade the rating of the Class D-1 Notes issued by Castle 2003-1
Trust. The complete rating action is as follows:

Issuer: Castle 2003-1 Trust

Cl. D-1, Upgraded to Baa3 (sf) and Placed Under Review for
Possible Upgrade; previously on Sep 24, 2003 Assigned Ba2 (sf)

Ratings Rationale

The review for possible upgrade reflects the strong amortization
of the deal and the low loan to value ratio of the Class D-1
notes, which has been decreasing and is currently around 30% as
measured against aircraft Adjusted Portfolio Value. Class D
interest is subordinated to Class A and B scheduled principal, but
the Class A and B note balances are ahead of their scheduled
targeted balances by a significant margin ($97 million and $11
million, respectively) as of the December 2013 Payment Date. The
Class D notes are also enhanced by $10 million in a Subordinate
Cash Collateral Account which provides a source of liquidity to
pay Class D interest.

During the review period, Moody's will assess potential lease
revenues and payments under the deal's waterfall, in order to
evaluate likely interest and principal payments to the Class D-1
Notes.

As of the December 2013 Payment Date, the portfolio consisted
primarily of narrowbody aircraft with approximately a 27%
concentration in Airbus A320-200s and a 25% concentration in
Boeing 737-800s. The remainder of the portfolio consists of a
variety of aircraft including Boeing 737-300, 737-400, 737-500,
737-700, 757-200, and Airbus A319, A321, A330, and A340 aircraft.
Seventy one percent of the aircraft were manufactured between 1989
and 1998, and the rest were manufactured between 2000 and 2002.

Primary sources of uncertainty include the global economic
environment, aircraft lease income generating ability, aircraft
maintenance and other expenses to the trust, and valuation for the
aircraft backing the transaction.

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

-- Changes to lease rates or aircraft values that differ from
    historical trends.


CASTLE 2003-2: S&P Withdraws 'BB+' Rating on Class D-1 Notes
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+(sf)' rating
on the class D-1 notes from Castle 2003-2 Trust, which is an
aircraft asset-backed securities transaction collateralized
primarily by the lease revenue and sale proceeds from a commercial
aircraft portfolio.

The withdrawal follows the complete paydown of the class D-1 notes
on the most recent payment date.


CIFC FUNDING: Moody's Affirms Ba2 Rating on $16MM Cl. B-2L Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by CIFC Funding 2006-I B, Ltd.:

U.S. $22,000,000 Class A-2L Floating Rate Notes Due December 22,
2020, Upgraded to Aaa (sf); previously on October 16, 2012
Upgraded to Aa1 (sf)

U.S. $22,500,000 Class A-3L Floating Rate Notes Due December 22,
2020, Upgraded to Aa1 (sf); previously on October 16, 2012
Upgraded to A2 (sf)

U.S. $14,500,000 Class B-1L Floating Rate Notes Due December 22,
2020, Upgraded to A3 (sf); previously on October 16, 2012 Upgraded
to Baa3 (sf)

Moody's also affirmed the ratings of the following notes:

U.S. $224,000,000 Class A-1L Floating Rate Notes Due 2020 (current
outstanding balance of $105,924,436), Affirmed Aaa (sf);
previously on October 16, 2012 Upgraded to Aaa (sf)

U.S. $75,000,000 Class A-1LR Variable Funding Notes Due 2020
(current outstanding balance of $35,078,941), Affirmed Aaa (sf);
previously on October 16, 2012 Upgraded to Aaa (sf)

U.S. $16,000,000 Class B-2L Floating Rate Notes Due 2020, Affirmed
Ba2 (sf); previously on October 16, 2012 Upgraded to Ba2 (sf)

CIFC Funding 2006-IB, Ltd., issued in October 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans with significant exposure to loans of middle
market issuers.

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
December 2012. Moody's notes that the Class A-1L and A-1LR Notes
have been paid down by approximately 54% or $157.3 million since
December 2012. Based on the latest trustee report dated December
10, 2013, the Senior Class A, Class A, Class B-1L and Class B-2L
overcollateralization ratios are reported at 139.0%, 123.7%,
115.5% and 107.6%, respectively, versus December 2012 levels of
122.9%, 114.9%, 110.2%, and 105.5%, respectively. The December
2013 trustee overcollateralization ratios do not reflect the
December 2013 payment of $18.9 million to Class A-1L Notes and
Class A-1LR Notes.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
November 2013.

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

Moody's notes that this transaction is subject to a number of
factors and circumstances that could lead to either an upgrade or
downgrade of the ratings, as described below:

1) Macroeconomic uncertainty: CLO performance may be negatively
impacted by a) uncertainties of credit conditions in the general
economy and b) the large concentration of upcoming speculative-
grade debt maturities which may create challenges for issuers to
refinance.

2) Collateral Manager: Performance may also be impacted, either
positively or negatively, by a) the manager's investment strategy
and behavior and b) divergence in legal interpretation of CLO
documentation by different transactional parties due to embedded
ambiguities.

3) Collateral credit risk: A shift towards holding collateral of
better credit quality, or better than expected credit performance
of the underlying assets collateralizing the transaction, can lead
to positive CLO performance. Conversely, a negative shift in
credit quality or performance of the underlying collateral can
have adverse consequences for CLO performance.

4) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging of the CLO
may accelerate due to high prepayment levels in the loan market
and/or collateral sales by the manager, which may have significant
impact on the notes' ratings. Faster than expected note repayment
will usually have a positive impact on CLO notes, beginning with
those having the highest payment priority.

5) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices. Realization of higher than assumed recoveries would
positively impact the CLO.

6) Exposure to credit estimates: The deal is exposed to a large
number of securities whose default probabilities are assessed
through credit estimates. In the event that Moody's is not
provided the necessary information to update the credit estimates
in a timely fashion, the transaction may be negatively impacted by
any default probability adjustments Moody's may assume in lieu of
updated credit estimates.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities. Below is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2383)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: 0

Class A-3: +1

Class B-1L: +3

Class B-2L: +1

Moody's Adjusted WARF + 20% (3574)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: 0

Class A-3: -2

Class B-1L: -2

Class B-2L: -1

Loss and Cash Flow Analysis

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score, and the weighted
average recovery rate, are based on its published methodology and
could be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool as
having a performing par and principal proceeds balance of $233.1
million, defaulted par of $2.2 million, a weighted average default
probability of 19.88% (implying a WARF of 2979), a weighted
average recovery rate upon default of 50.57%, a diversity score of
64 and a weighted average spread of 3.62%.

The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in 2013.

Moody's also notes that a material proportion of the collateral
pool includes debt obligations whose credit quality has been
assessed through Moody's Credit Estimates ("CEs"). Moody's
analysis reflects the application of certain adjustments with
respect to the default probabilities associated with CEs.
Specifically, Moody's assumed an equivalent of Caa3 for assets
with CEs that were not updated within the last 15 months, which
represent approximately 1.7% of the collateral pool.


CREST CLARENDON 2002-1: S&P Raises Rating on Class C Notes to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
C notes from Crest Clarendon Street 2002-1 Ltd., a static cash
flow collateralized debt obligation of commercial mortgage-backed
securities transaction, and removed it from CreditWatch where it
placed it with positive implications on Sept. 25, 2013.  S&P also
affirmed its rating on the class D notes.

The upgrade reflects the increased credit support available to the
class C notes.  Since S&P's August 2012 rating actions, the class
A and B notes received a combined $40.05 million paydown.  They
were paid in full and their ratings were subsequently withdrawn.
The class C notes have paid down $5.46 million during the same
time period and are currently at 63.59% of their original notional
balance.  Primarily because of the paydowns, the class C
overcollateralization (O/C) ratio has increased to 184.93% as of
the November 2013 trustee report from 123.87% in July 2012.

The upgrade on the class C notes was constrained by the
concentration risk that resulted from a limited number of obligors
remaining in the transaction.  As of the November 2013 trustee
report, only six performing obligors remained, the largest of
which Standard & Poor's currently rates 'CCC'.

The class D O/C decreased to 86.17% from 104.83% during the same
time period.  S&P affirmed its 'CCC- (sf)' rating on the class D
notes to reflect the limited credit support available to the
class.

Standard & Poor's will continue to review whether, in its view,
the ratings currently assigned to the notes remain consistent with
the credit enhancement available to support them, and will take
rating actions as it deems necessary.

RATING AND CREDITWATCH ACTIONS

Crest Clarendon Street 2002-1 Ltd.
              Rating
Class     To          From
C         B (sf)      CCC+ (sf)/Watch Pos

RATING AFFIRMED

Crest Clarendon Street 2002-1 Ltd.

Class     Rating
D         CCC- (sf)


CSMC SERIES 2009-2R: S&P Affirms 'BB' Rating on Class 4-A-2 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on one class
from CSMC Series 2009-2R, a residential mortgage-backed securities
(RMBS) resecuritized real estate mortgage investment conduit
(re-REMIC) transaction.  At the same time, S&P affirmed its
ratings on 23 classes from this transaction and one other re-REMIC
transaction, Banc of America Funding 2009-R7 Trust, both issued in
2009.  S&P also corrected the lowered rating and one of the
affirmed ratings from CSMC Series 2009-2R to include the 'p'
subscript.

S&P lowered its rating on class 4-A-2 from CSMC Series 2009-2R to
'BBB-p (sf)' from 'BBB (sf)' due to its projections of principal
losses from the underlying securities that would impair the re-
REMIC class at the previous rating level.  S&P also corrected the
ratings on class 4-A-2 and class 7-A-2 from CSMC Series 2009-2R by
adding the 'p' subscript to the ratings.  The ratings on these
classes address only the ultimate receipt of principal, but not
the receipt of interest.

S&P's ratings on the re-REMIC classes consider timely interest
(except for the classes mentioned above) and ultimate principal
payments.  S&P reviewed the interest and principal amounts due on
the underlying securities, which are then passed through to the
applicable re-REMIC classes.  S&P applied its loss projections and
assumptions to the underlying collateral to identify the principal
and interest amounts that could be passed through from the
underlying securities under S&P's rating scenario stresses.  S&P
stressed its loss projections at various rating categories to
assess whether the re-REMIC classes could withstand the stressed
losses associated with the ratings while receiving timely interest
and principal payments consistent with its criteria.

In applying S&P's loss projections, it incorporated its loss
assumptions, as outlined in "U.S. RMBS Surveillance Credit And
Cash Flow Analysis For Pre-2009 Originations," published Dec. 23,
2013, into its review.  This criteria applies to the type of
transactions underlying the re-REMICs in this review.

The affirmations above 'CCC (sf)' reflect S&P's assessment that
the re-REMIC classes will likely receive timely interest and the
ultimate principal payments under the applicable stressed
assumptions.  For the 'CCC (sf)' and 'CC (sf)' affirmations, S&P
believes that the projected credit support for these classes will
remain insufficient to cover the projected losses.

                         ECONOMIC OUTLOOK

When analyzing U.S. RMBS collateral pools to determine their
relative credit quality and the potential impact on rated
securities, the degree of remaining losses stems, to a certain
extent, from S&P's outlook regarding the behavior of such loans in
conjunction with expected economic conditions.  Overall, Standard
& Poor's baseline macroeconomic outlook assumptions for variables
it believes could affect residential mortgage performance are as
follows:

   -- Its unemployment rate forecast is 7.4% for 2013 and 6.9% for
      2014, compared with the actual 8.1% rate in 2012.

   -- Home prices will increase 13% in 2013, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index.

   -- Real GDP growth will be 1.7% in 2013 and 2.6% in 2014.

   -- The 30-year mortgage rate will average 4.0% for 2013 and
      4.6% for 2014.

   -- The inflation rate will be 1.4% in both 2013 and 2014.

Overall, S&P's outlook for RMBS is stable.  Although S&P views
housing fundamentals positively, it believes RMBS fundamentals
still hinge on additional factors, such as the ultimate fate of
modified loans, the propensity of servicers to advance on
delinquent loans, and liquidation timelines.

Under S&P's baseline economic assumptions, it expects RMBS
collateral quality to improve mildly.  However, if a downside
scenario were to occur in the U.S. in line with Standard & Poor's
forecast, it believes that the credit quality of U.S. RMBS would
weaken.  S&P's downside scenario incorporates the following key
assumptions:

   -- Home prices once again decline as a result of higher
      defaults, additional shadow inventory, and less purchase
      activity.

   -- Total unemployment is 7.5% for the rest of 2013 but rises to
      7.6% in 2014, and job growth slows to almost zero in 2013
      and 2014.

   -- Downward pressure causes 1.6% GDP growth in 2013 and 0.6%
      growth in 2014, fueled by increased unemployment levels.

   -- Thirty-year fixed mortgage rates fall back to 4.0% in 2013
      and increase to 4.1% in 2014, but capitalizing on such lower
      rates could be hampered by limited access to credit and
      pressure on home prices.

RATINGS CORRECTED

CSMC Series 2009-2R
Series 2009-2R
                               Rating
Class      CUSIP       To                   From
4-A-2      22944FCL1   BBB-p (sf)           BBB (sf)
7-A-2      22944FCY3   CCCp (sf)            CCC (sf)

RATINGS AFFIRMED

Banc of America Funding 2009-R7 Trust
Series 2009-R7
Class      CUSIP       Rating
4-A-1      05955GAR9   AAA (sf)
4-A-2      05955GAS7   BB (sf)

CSMC Series 2009-2R
Series 2009-2R
Class      CUSIP       Rating
1-A-9      22944FAS8   AAA (sf)
1-A-17     22944FBJ7   AAA (sf)
1-A-10     22944FAU3   AA+ (sf)
1-A-5      22944FAJ8   AAA (sf)
1-A-11     22944FAW9   AAA (sf)
1-A-4      22944FAG4   AAA (sf)
1-A-16     22944FBG3   AA+ (sf)
1-A-7      22944FAN9   AAA (sf)
1-A-13     22944FBA6   AAA (sf)
1-A-8      22944FAQ2   AAA (sf)
1-A-3      22944FAE9   AAA (sf)
1-A-2      22944FAC3   AAA (sf)
1-A-6      22944FAL3   AAA (sf)
1-A-18     22944FBL2   AA+ (sf)
1-A-15     22944FBE8   AAA (sf)
1-A-12     22944FAY5   AAA (sf)
1-A-14     22944FBC2   AA+ (sf)
4-A-1      22944FCJ6   AAA (sf)
5-A-1      22944FCN7   AAA (sf)
7-A-1      22944FCW7   AA (sf)


CSMC TRUST 2006-9: Moody's Lowers Rating on 5 Debt Classes to Caa2
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
tranches issued by CSMC Mortgage-Backed Trust Series 2006-9. The
tranches are backed by Alt-A RMBS loans issued in 2006.

Complete rating actions are as follows:

Issuer: CSMC Mortgage-Backed Trust Series 2006-9

Cl. A-X, Downgraded to Caa2 (sf); previously on Feb 22, 2012
Downgraded to B3 (sf)

Cl. 6-A-1, Downgraded to Caa2 (sf); previously on Nov 8, 2012
Downgraded to B3 (sf)

Cl. 6-A-2, Downgraded to Caa2 (sf); previously on Nov 8, 2012
Downgraded to B3 (sf)

Cl. 6-A-6, Downgraded to Caa2 (sf); previously on Jan 12, 2011
Downgraded to Caa1 (sf)

Cl. 6-A-11, Downgraded to Caa2 (sf); previously on Jan 12, 2011
Downgraded to Caa1 (sf)

Ratings Rationale

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The actions reflect the bonds' pro-rata pay structure
after projected credit support depletion date.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in November 2013.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012 . Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


CSMC TRUST 2013-IVR5: S&P Assigns 'BB' Rating on Class B-3 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to CSMC
Trust 2013-IVR5's $291.493 million mortgage pass-through
certificates series 2013-IVR5.

The certificate issuance is a residential mortgage-backed
securities transaction backed by residential mortgage loans.  The
issuer has removed the class A-X-10 certificate from the
transaction structure since S&P assigned its preliminary ratings.

The ratings reflect S&P's view of:

   -- The pool's high-quality collateral.

   -- The quality of DLJ Mortgage Capital Inc.'s flow acquisition
      program.

   -- The credit enhancement and the associated structural deal
      mechanics.

RATINGS ASSIGNED

CSMC Trust 2013-IVR5

Class            Rating                     Amount
                                           (mil. $)

A-1              AAA (sf)                   255.563
A-2              AAA (sf)                    22.400
A-X-1            AAA (sf)                  Notional (i)
A-X-2            AAA (sf)                  Notional (ii)
A-X-3            AAA (sf)                  Notional (i)
A-X-4            AAA (sf)                  Notional (ii)
B-1              A (sf)                       4.359
B-2              BBB (sf)                     3.909
B-3              BB (sf)                      5.262
B-4              NR                           4.209
B-5              NR                           4.962
A-IO-S           NR                        Notional (iii)
A-X-5            AAA (sf)                  Notional (i)
A-3              AAA (sf)                   255.563
A-6              AAA (sf)                   255.563
A-5              AAA (sf)                   277.963
A-X-6            AAA (sf)                  Notional (iv)
A-4              AAA (sf)                   277.963
A-X-7            AAA (sf)                  Notional (iv)
A-7              AAA (sf)                   277.963
A-X-8            AAA (sf)                  Notional (ii)
A-9              AAA (sf)                    22.400
A-8              AAA (sf)                    22.400
A-10             AAA (sf)                   194.574
A-11             AAA (sf)                    83.389
A-12             AAA (sf)                   194.574
A-13             AAA (sf)                    83.389
A-X-9            AAA (sf)                  Notional (iv)

  (i) The class A-X-1, A-X-3, and A-X-5 certificates will accrue
      interest on a notional amount equal to the class A-5
      certificates' principal amount.

(ii) The class A-X-2, A-X-4, and A-X-8 certificates will accrue
      interest on a notional amount equal to the class A-2
      certificates' principal amount.

(iii) The class A-IO-S certificates are interest-only certificates
      and are entitled to the aggregate excess servicing fees
      received on the mortgage loans serviced by SPS.

(iv) The class A-X-6, A-X-7, and A-X-9 certificates will accrue
      interest on a notional amount equal to the aggregate class
      A-1 and A-2 certificates' principal amounts.

  NR - Not rated.

  SPS - Select Portfolio Servicing Inc.


DIAMOND LAKE: Moody's Affirms 'Ba3' Rating on Class B-2L Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Diamond Lake CLO, Ltd.:

U.S.$18,000,000 Class A-2L Floating Rate Notes Due December 1,
2019, Upgraded to Aaa (sf); previously on November 7, 2012
Upgraded to Aa1 (sf);

U.S.$16,000,000 Class A-3L Floating Rate Deferrable Notes Due
December 1, 2019, Upgraded to Aa1 (sf); previously on November 7,
2012 Upgraded to A1 (sf);

U.S.$14,000,000 Class B-1L Floating Rate Notes Due December 1,
2019, Upgraded to A3 (sf); previously on November 7, 2012 Upgraded
to Baa2 (sf).

Moody's also affirmed the ratings of the following notes:

U.S.$190,000,000 Class A-1L Floating Rate Notes Due December 1,
2019 (current outstanding balance of $103,590,375), Affirmed Aaa
(sf); previously on August 24, 2011 Upgraded to Aaa (sf);

U.S.$50,000,000 Class A-1LR Floating Rate Revolving Notes Due
December 1, 2019 (current outstanding balance of $27,260,625),
Affirmed Aaa (sf); previously on August 24, 2011 Upgraded to Aaa
(sf);

U.S.$14,750,000 Class B-2L Floating Rate Notes Due December 1,
2019, Affirmed Ba3 (sf); previously on November 7, 2012 Upgraded
to Ba3 (sf).

Diamond Lake CLO, Ltd., issued in September 2006, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
December 2012. Moody's notes that the Class A-1L and A-1LR Notes
have been paid down by approximately 45.5% or $109 million since
December 2012. Based on the latest trustee report dated November
20, 2013, the Class Senior Class A, Class A, Class B-1L, and Class
B-2L overcollateralization ratios are reported at 134.7%, 122.5%,
113.5% and 105.3%, respectively, versus December 2012 levels of
123.2%, 116.0%, 110.4% and 105.0%, respectively. The November 2013
trustee overcollateralization ratios do not reflect the December
2013 payment of $11.8 million to Class A-1L Notes and Class A-1LR
Notes.

Notwithstanding benefits of the deleveraging, Moody's notes that
the weighted average spread of the underlying portfolio has
declined since December 2012. Based on the November 2013 trustee
report, the weighted average spread is currently 4.04% compared to
4.42% in December 2012.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
November 2013. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.

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

Moody's notes that this transaction is subject to a number of
factors and circumstances that could lead to either an upgrade or
downgrade of the ratings, as described below:

1) Macroeconomic uncertainty: CLO performance may be negatively
impacted by a) uncertainties of credit conditions in the general
economy and b) the large concentration of upcoming speculative-
grade debt maturities which may create challenges for issuers to
refinance.

2) Collateral Manager: Performance may also be impacted, either
positively or negatively, by a) the manager's investment strategy
and behavior and b) divergence in legal interpretation of CLO
documentation by different transactional parties due to embedded
ambiguities.

3) Collateral credit risk: A shift towards holding collateral of
better credit quality, or better than expected credit performance
of the underlying assets collateralizing the transaction, can lead
to positive CLO performance. Conversely, a negative shift in
credit quality or performance of the underlying collateral can
have adverse consequences for CLO performance.

4) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging of the CLO
may accelerate due to high prepayment levels in the loan market
and/or collateral sales by the manager, which may have significant
impact on the notes' ratings. Faster than expected note repayment
will usually have a positive impact on CLO notes, beginning with
those having the highest payment priority.

5) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices. Realization of higher than assumed recoveries would
positively impact the CLO.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities. Below is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2175)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: 0

Class A-3L: +1

Class B-1L: +2

Class B-2L: +1

Moody's Adjusted WARF + 20% (3263)

Class A-1L: 0

Class A-1LR: 0

Class A-2L: 0

Class A-3L: -2

Class B-1L: -2

Class B-2L: -1

Loss and Cash Flow Analysis

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in 2013.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score, and the weighted
average recovery rate, are based on its published methodology and
could be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool as
having a performing par and principal proceeds balance of $202.8
million, defaulted par of $5.3 million, a weighted average default
probability of 18.20% (implying a WARF of 2719), a weighted
average recovery rate upon default of 49.38%, a diversity score of
49 and a weighted average spread of 3.41%.

The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.


EMPORIA PREFERRED II: Fitch Affirms 'BB' Rating on Class D Notes
----------------------------------------------------------------
Fitch Ratings has affirmed seven classes of notes issued by
Emporia Preferred Funding II, Ltd./Corp. (Emporia II)as:

   -- $26,926,411 class A-1 notes at 'AAAsf'; Outlook Stable;
   -- $8,876,839 class A-2 notes at 'AAAsf'; Outlook Stable;
   -- $35,507,355 class A-3 notes at 'AAAsf'; Outlook Stable;
   -- $30,000,000 class B notes at 'AAsf'; Outlook Stable.;
   -- $22,000,000 class C notes at 'Asf'; Outlook Stable;
   -- $22,000,000 class D notes at 'BBsf'; Outlook Positive;
   -- $14,500,000 class E notes at 'Bsf'; Outlook Positive.

Key Rating Drivers

The rating actions are based on the stable performance of the
underlying portfolio since the transaction's last rating action in
January 2013. Since the last rating action, the transaction has
received a significant amount of principal proceeds from the
amortization of the portfolio paying down $137.5 million in class
A principal.  As of the Dec. 2, 2013 trustee report, the
transaction continues to have ample cushion in all its
overcollateralization (OC) and interest coverage (IC) tests.

Fitch currently considers 6.9% of the assets to be rated 'CCC+' or
below in the performing portfolio versus 6.7% at the last review
and the weighted average rating factor of the performing portfolio
has remained relatively stable at 'B/B-'.  According to the
trustee report, there are three defaulted obligors in the
portfolio totaling approximately $2.7 million and the current
weighted average spread (WAS) is 4.32%, compared to a trigger of
4.0%. Additionally, Fitch's analysis focused on a performing
portfolio balance of $162.2 million held across 53 borrowers and
$8.9 million in principal collections.

Rating Sensitivities

The ratings of the notes may be sensitive to the following: asset
defaults, portfolio migration, including assets being downgraded
to 'CCC', or portions of the portfolio being placed on Rating
Watch Negative or Outlook Negative, OC or IC test breaches.

Emporia II is a cash flow collateralized loan obligation (CLO)
that closed on June 21, 2006 and is managed by Ivy Hill Asset
Management, a portfolio management company of Ares Capital
Corporation.  Emporia II has a portfolio primarily composed of
U.S. middle market loans, approximately 93.68% of which are senior
secured positions and approximately 6.32% of which are second lien
loans and structured finance assets.  The transaction exited its
reinvestment period in July 2012.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio. These default and
recovery levels were then utilized in Fitch's cash flow model
under various default timing and interest rate stress scenarios.

While Fitch's cash flow analysis indicates higher passing rating
levels for the class D notes in all 12 interest rate and default
timing scenarios, the current recommended ratings appropriately
reflect the risk profile of the remaining portfolio.  The class D
and E notes remain subordinate to more senior classes and are the
most susceptible to portfolio concentration risks and the
increased tightening of the WAS.  The Positive Outlook for the
class D and E notes reflects Fitch's expectations of improved
performance of the notes in the near term.


EMPORIA PREFERRED III: Fitch Affirms BB Rating on Class D Notes
---------------------------------------------------------------
Fitch Ratings has affirmed seven classes of notes issued by
Emporia Preferred Funding III, Ltd./Corp. (Emporia III) as
follows:

   -- $85,526,768 class A-1 notes at 'AAAsf'; Outlook Stable;
   -- $34,210,707 class A-2 notes at 'AAAsf'; Outlook Stable;
   -- $113,391,389 class A-3 notes at 'AAAsf'; Outlook Stable;
   -- $26,845,000 class B notes at 'AAsf'; Outlook Stable;
   -- $37,170,000 class C notes at 'Asf'; Outlook Stable;
   -- $20,650,000 class D notes at 'BBsf'; Outlook Positive;
   -- $18,585,000 class E notes at 'Bsf'; Outlook Positive.

Key Rating Drivers

The rating actions are based on the stable performance of the
underlying portfolio since the transaction's last rating action in
January 2013.  Following the end of the reinvestment period in
April 2013, the transaction began receiving principal proceeds
from the amortization of the portfolio, paying down approximately
$39.5 million of the class A-1, A-2 and A-3 notes (collectively,
the class A notes).  As of the Dec. 2, 2013 trustee report, the
transaction continues to have ample cushion in all its
overcollateralization (OC) and interest coverage (IC) tests.

Fitch currently considers 4.5% of the portfolio to be rated 'CCC+'
or below in the performing portfolio versus 6.2% at the last
review, and the weighted average rating factor of the performing
portfolio has remained at 'B/B-'.  According to the trustee
report, there are three defaulted obligors in the portfolio
totaling approximately $2.7 million and the current weighted
average spread (WAS) is 4.2%, compared to a trigger of 3.9%.  The
weighted average life (WAL) of the portfolio remained relatively
unchanged at 4.2 years from 4.3 years in the last review,
resulting in a longer risk horizon for the transaction this year
than in last year's review.  Additionally, Fitch's analysis
focused on a performing portfolio balance of $331.9 million held
across 96 borrowers and $21.5 million in principal collections.

Rating Sensitivities

The ratings of the notes may be sensitive to the following: asset
defaults, portfolio migration, including assets being downgraded
to 'CCC', or portions of the portfolio being placed on Rating
Watch Negative or assigned a Negative Outlook, OC or IC test
breaches.

Emporia III is a cash flow collateralized loan obligation (CLO)
that closed on March 15, 2007 and is managed by Ivy Hill Asset
Management, a portfolio management company of Ares Capital
Corporation.  Emporia III has a revolving portfolio primarily
composed of U.S. middle market loans, approximately 94.8% of which
are senior secured positions and approximately 5.2% of which are
second lien loans and structured finance assets.  The transaction
exited its reinvestment period in April 2013.

This review was conducted under the framework described in the
report 'Global Rating Criteria for Corporate CDOs' using the
Portfolio Credit Model (PCM) for projecting future default and
recovery levels for the underlying portfolio.  These default and
recovery levels were then used in Fitch's cash flow model under
various default timing and interest rate stress scenarios.

While Fitch's cash flow analysis indicates higher passing rating
levels for the class D notes in 11 of the 12 interest rate and
default timing scenarios, the current recommended ratings
appropriately reflect the risk profile of the remaining portfolio.
The class D and E notes remain subordinate to more senior classes
and are the most susceptible to portfolio concentration risks,
especially when the WAL of the portfolio remains relatively
unchanged over time.


FLAGSHIP CLO IV: Moody's Hikes Rating on Class D Notes to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Flagship CLO IV:

U.S.$27,900,000 Class B Floating Rate Notes Due June 14, 2017,
Upgraded to Aaa (sf); previously on July 11, 2013 Upgraded to Aa1
(sf);

U.S.$17,900,000 Class C Floating Rate Notes Due June 14, 2017,
Upgraded to A2 (sf); previously on July 11, 2013 Upgraded to Baa2
(sf);

U.S.$13,200,000 Class D Floating Rate Notes Due June 14, 2017
(current outstanding balance of $11,497,148), Upgraded to Ba2
(sf); previously on July 11, 2013 Affirmed B1 (sf).

Moody's also affirmed the rating of the following notes:

U.S.$269,600,000 Class A Floating Rate Funded Notes Due June 14,
2017 (current outstanding balance of $67,310,508), Affirmed Aaa
(sf); previously on July 11, 2013 Upgraded to Aaa (sf);

U.S.$40,400,000 Class A Floating Rate Revolving Notes Due June 14,
2017 (current outstanding balance of $10,086,589), Affirmed Aaa
(sf); previously on July 11, 2013 Upgraded to Aaa (sf).

Flagship CLO IV, issued in June 2005, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the last rating action in July 2013. Moody's notes that the Class
A Notes have been paid down by approximately 40.7% or $53.1
million since July 2013. Based on the latest trustee report dated
November 19, 2013, the Class A, Class B, Class C and Class D
overcollateralization ratios are reported at 175.3%, 136.1%,
119.1%, and 110.2%, respectively, versus July 2013 levels of
155.9%, 128.5%, 115.4% and 108.3%, respectively. The November 2013
trustee overcollateralization ratios do not reflect the December
2013 payment of $19.6 million to the Class A Notes.

Moody's notes that the underlying portfolio includes a number of
investments in securities that mature after the maturity date of
the notes. Based on the Moody's calculation, securities that
mature after the maturity date of the notes currently make up
approximately 13.6% of the underlying portfolio. These investments
potentially expose the notes to market risk in the event of
liquidation at the time of the notes' maturity.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
November 2013. Please see the Credit Policy page on www.moodys.com
for a copy of this methodology.

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

Moody's notes that this transaction is subject to a number of
factors and circumstances that could lead to either an upgrade or
downgrade of the ratings, as described below:

1) Macroeconomic uncertainty: CLO performance may be negatively
impacted by a) uncertainties of credit conditions in the general
economy and b) the large concentration of upcoming speculative-
grade debt maturities which may create challenges for issuers to
refinance.

2) Collateral Manager: Performance may also be impacted, either
positively or negatively, by a) the manager's investment strategy
and behavior and b) divergence in legal interpretation of CLO
documentation by different transactional parties due to embedded
ambiguities.

3) Collateral credit risk: A shift towards holding collateral of
better credit quality, or better than expected credit performance
of the underlying assets collateralizing the transaction, can lead
to positive CLO performance. Conversely, a negative shift in
credit quality or performance of the underlying collateral can
have adverse consequences for CLO performance.

4) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging of the CLO
may accelerate due to high prepayment levels in the loan market
and/or collateral sales by the manager, which may have significant
impact on the notes' ratings. Faster than expected note repayment
will usually have a positive impact on CLO notes, beginning with
those having the highest payment priority.

5) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices. Realization of higher than assumed recoveries would
positively impact the CLO.

6) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. This risk is borne first by investors having the
lowest seniority in the capital structure. Moody's assumes an
asset's terminal value upon liquidation at maturity to be equal to
the lower of an assumed liquidation value (depending on the extent
to which the asset's maturity lags that of the liabilities) and
the asset's current market value.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities. Below is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (1940)

Class A Funded: 0

Class A Revolving: 0

Class B: 0

Class C: +2

Class D: +2

Moody's Adjusted WARF + 20% (2909)

Class A Funded: 0

Class A Revolving: 0

Class B: -1

Class C: -2

Class D: 0

Loss and Cash Flow Analysis

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in 2013.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score, and the weighted
average recovery rate, are based on its published methodology and
could be different from the trustee's reported numbers. In its
base case, Moody's analyzed the underlying collateral pool as
having a performing par and principal proceeds balance of $147.2
million, defaulted par of $3.4 million, a weighted average default
probability of 12.57% (implying a WARF of 2425), a weighted
average recovery rate upon default of 51.23%, a diversity score of
30 and a weighted average spread of 3.07%.

The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.


GE CAPITAL 2007-C1: Moody's Rates Class A-MFX Securities 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has assigned a rating to one class of
CMBS securities of GE Capital Commercial Mortgage Corporation,
Series 2007-C1 Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-C1.

Cl. A-MFX, Assigned Ba3 (sf)

Ratings Rationale

There has been a partial termination of the Class A-MFL Swap
Agreement, along with an amendment of the Pooling and Servicing
Agreement in order to separately certificate a portion of the
Class A-MFL Certificate Balance to the successor Class A-MFX
Certificate. The rating on the Class A-MFX Certificate reflects
the partial termination of the Class A-MFL Swap Agreement.


GE COMMERCIAL 2005-C4: Moody's Lowers Class E Certs Rating to C
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five CMBS
classes and affirmed the ratings of ten classes of GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2005-C4 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Jan 25, 2013 Affirmed
Aaa (sf)

Cl. A-3A, Affirmed Aaa (sf); previously on Jan 25, 2013 Affirmed
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Jan 25, 2013 Affirmed
Aaa (sf)

Cl. A-3B, Affirmed Aaa (sf); previously on Jan 25, 2013 Affirmed
Aaa (sf)

Cl. A-SB, Affirmed Aaa (sf); previously on Jan 25, 2013 Affirmed
Aaa (sf)

Cl. A-M, Affirmed A1 (sf); previously on Jan 25, 2013 Downgraded
to A1 (sf)

Cl. A-J, Downgraded to B1 (sf); previously on Jan 25, 2013
Downgraded to Ba3 (sf)

Cl. B, Downgraded to B3 (sf); previously on Jan 25, 2013
Downgraded to B2 (sf)

Cl. C, Downgraded to Caa2 (sf); previously on Jan 25, 2013
Downgraded to Caa1 (sf)

Cl. D, Downgraded to Caa3 (sf); previously on Jan 25, 2013
Downgraded to Caa2 (sf)

Cl. E, Downgraded to C (sf); previously on Jan 25, 2013 Downgraded
to Caa3 (sf)

Cl. F, Affirmed C (sf); previously on Jan 25, 2013 Downgraded to C
(sf)

Cl. G, Affirmed C (sf); previously on Jan 25, 2013 Downgraded to C
(sf)

Cl. H, Affirmed C (sf); previously on Jan 25, 2013 Affirmed C (sf)

Cl. X-W, Affirmed Ba3 (sf); previously on Jan 25, 2013 Affirmed
Ba3 (sf)

Ratings Rationale

The downgrades of the five below investment grade classes are due
to higher expected losses. The affirmations of the investment
grade classes are due to key parameters, including Moody's loan-
to-value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the Herfindahl Index (Herf), remaining within
acceptable ranges. The ratings of below investment grade classes
are consistent with Moody's expected loss and thus are affirmed.
The rating of the IO Class, X-W, is consistent with the expected
credit performance of its referenced classes and thus is affirmed.

Moody's rating action reflects a base expected loss of 11.8% of
the current balance compared to 10.9% at Moody's prior review.
Moody's base expected loss plus realized losses is now 13.0% of
the original pooled balance compared to 12.4% at the prior review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

Factors That Would Lead To An Upgrade Or Downgrade Of The Rating

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously anticipated. Factors that may
cause an upgrade of the ratings include significant loan paydowns
or amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.

Methodology Underlying The Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating Fusion U.S. CMBS Transactions" published in
April 2005.

Description of Models Used

Moody's review utilized the excel-based CMBS Conduit Model v 2.64
which is used for both conduit and fusion transactions. Conduit
model results at the Aa2 (sf) level are driven by property type,
Moody's actual and stressed DSCR and Moody's property quality
grade (which reflects the capitalization rate used by Moody's to
estimate Moody's value). Conduit model results at the B2 (sf)
level are driven by a paydown analysis based on the individual
loan level Moody's LTV ratio. Other concentrations and
correlations may be considered in our analysis. Based on the model
pooled credit enhancement levels at Aa2 (sf) and B2 (sf), the
remaining conduit classes are either interpolated between these
two data points or determined based on a multiple or ratio of
either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Negative pooling, or adding credit enhancement at
the credit assessment level, is incorporated for loans with
similar credit assessments in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 44 compared to 50 at prior review.

Deal Performance

As of the December 10, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 28% to $1.72
billion from $2.40 billion at securitization. The Certificates are
collateralized by 138 mortgage loans ranging in size from less
than 1% to 7% of the pool, with the top ten loans (excluding
defeasance) representing 38% of the pool. The pool includes one
loan with an investment-grade credit assessment, representing 1.0%
of the pool. Fourteen loans, representing approximately 5% of the
pool, are defeased and are collateralized by U.S. Government
securities.

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

Twelve loans have liquidated from the pool, resulting in an
aggregate realized loss of $109.9 million (41% average loan loss
severity). Currently, twelve loans, representing 19% of the pool,
are in special servicing. The largest specially serviced loan is
123 North Wacker Drive Loan (120.6 million - 7% of the pool),
which is secured by a 541,000 SF Class A office building located
in the West Loop submarket of downtown Chicago, Illinois. The loan
was transferred to special servicing in September 2010 and was
subsequently modified. The loan was returned to the master
servicer in January 2012. In October 2013, the loan transferred
back to special servicing due to payment default. The sponsor is a
Triple Net Properties, which is a consortium of 35 undivided
tenants-in-common interests (TIC). In October 2013, the managing
member filed a voluntary bankruptcy. The filing resulted in a
negotiation between the debtor group and the non-debtor group
TIC's on how to restructure the loan. The debtor TIC and non-
debtor TIC have agreed to an interim cash collateral order
proposed by the Noteholder currently under review by the property
manager. The property was 77% occupied as of September 2013. The
largest tenants are Morton Salt (18% of the net rentable area
(NRA); lease expiration in September 2022), Meckler, Bulger and
Titson (11% of the NRA; lease expiration in November 2020) and
Houlihan Lokey Howard and Zukin (7% of the NRA; lease expiration
in June 2016). The loan is encumbered by a $14.0 million B-note
and a $14.0 million mezzanine loan. Moody's is concerned about the
further deterioration of the property's cash flow and potential
challenges of the ownership structure's ability to raise
additional capital for TI/LC improvements.

The remaining 11 specially serviced loans are secured by a mix of
office, retail, and industrial property types. Moody's estimates
an aggregate $141 million loss (44% expected loss) for all
specially serviced loans.

Moody's has assumed a high default probability for ten poorly-
performing loans representing 9% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $41.3 million loss
(27% expected loss severity based on a 50% probability default).

Moody's was provided with full-year 2011 and full or partial year
2012 operating results for 96% and 95% of the pool, respectively.
Excluding troubled loans, Moody's weighted average LTV is 94%,
compared to 100% at last full review. Moody's net cash flow
reflects a weighted average haircut of 12% to the most recently
available net operating income. Moody's value reflects a weighted
average capitalization rate of 9.5%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.50X and 1.18X, respectively, compared to 1.40X and 1.08X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The loan with a credit assessment is the Selden Plaza Shopping
Center Loan ($17.0 million - 1% of the pool), which is secured by
a 227,000 square foot (SF) neighborhood retail center located in
Selden (Suffolk County), New York. The center is anchored by
Waldbaum's supermarket and T.J. Maxx. As of February 2013, the
property was 93% leased compared to 96% at Moody's last review.
Moody's current credit assessment and stressed DSCR are Baa3 and
1.38X, respectively, compared to Baa3 and 1.52X at last review.

The top three conduit loans represent 13% of the pool. The largest
conduit loan is the Design Center of the Americas Loan ($87.7
million -- 5.1% of the pool), which represents a 50% pari-passu
interest in a $175.4 million first mortgage loan secured by a
775,000 square foot design center and showroom complex located in
Dania Beach, Florida. The pari-passu note is securitized in GMACC
2006-1, which Moody's does not rate. The loan was transferred to
special servicing in January 2012 after the borrower had requested
a loan modification. The special servicer modified the interest
rate to 4% with periodic increases and extended the maturity date
to August 2017. The loan was returned to the master servicer in
September 2012 and remains on the watch list for performance
issues. The property was 49% leased, as of October 2013, compared
to 54% at last review. Property performance continues to trend
downward. Moody's considers this a troubled loan due to the
continued increase in the vacancy rate.

The second largest loan is the Fireman's Fund Loan ($77.7 million
-- 4.5% of the pool), which represents a 48% pari-passu interest
in a $163.5 million first mortgage loan. The loan is secured by a
710,000 SF office complex located in Novato, which is north of San
Francisco, California. The property is 100% leased to Fireman's
Fund Insurance Co. (Moody's Insurance Financial Strength Rating
A2, stable outlook) through November 2018. At securitization,
Fireman's Fund occupied only 450,000 SF (64% of the NRA) with the
rest of the space subleased. The loan mature in October 2015.
Moody's utilized a Lit/Dark scenario in its analysis to account
for the single tenant risk. Moody's LTV and stressed DSCR are 99%
and 1.04X respectively, compared to 102% and 1.0X at last review.

The third-largest loan is the Grand Traverse Mall Loan ($60
million -- 3.5% of the pool). The loan is secured by a single
story 593,000 SF regional mall located in Traverse City, Michigan.
The anchor tenants include Target (39% of the NRA; lease
expiration in October 2031), Macy's (33% of the NRA; lease
expiration December 2031) and JC Penney's (20% of the NRA; lease
expiration March 2013) which are not part of the collateral. The
major in-line tenants include TJ Maxx, FYE, and GKC theatres. As
of July 2013, the overall occupancy and in-line occupancy was 84%
and 74%, respectively. The property is sponsored by Rouse
Properties. Performance improved in 2012 due to an increase in
rental income and percentage rents. Moody's LTV and stressed DSCR
are 107% and 0.91X, respectively, compared to 110% and 0.89X at
last review.


GE COMMERCIAL 2007-C1: DBRS Confirms BB Rating on 2 Cert. Classes
-----------------------------------------------------------------
DBRS Inc. has confirmed the ratings of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2007-C1 as follows:

-- Class A-M at BB (sf)
-- Class A-MFL at BB (sf)

The trends are Stable.

The ratings were originally issued at the request of an investor
and are based exclusively on the credit provided by the
transaction structure and underlying trust assets.

DBRS has also discontinued the rating of Class A-MFL of GE
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2007-C1.  The investor who originally
requested the rating has since terminated a portion of the swap
associated with the Class A-MFL and amended and restated the
related pooling and servicing agreement in order to subsequently
issue a fixed-rate Class A-MFX.  Following the withdrawal of the
rating for Class A-MFL, and at the request of an investor, DBRS
has assigned a BB (sf) rating to the newly issued Class A-MFX with
a Stable trend.


GE COMMERCIAL 2007-C1: S&P Rates $29MM Class A Certificates 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B- (sf)' rating
to the $29.0 million class A-MFX commercial mortgage pass-through
certificates from GE Commercial Mortgage Corp. Series 2007-C1
Trust, a U.S. commercial mortgage-backed securities (CMBS)
transaction.

S&P assigned its 'B- (sf)' rating to the class A-MFX certificates
as they were issued in connection with the partial termination of
the interest rate swap agreement on the class A-MFL certificates.

S&P currently rates the class A-MFL certificates 'B- (sf)'.  An
interest rate swap agreement supports the floating-rate interest
payments due on the class A-MFL certificates.  The interest
payments on these certificates are converted to the interest rate
on the underlying class A-MFL real estate mortgage investment
conduit (REMIC) regular interest if the applicable interest rate
swap agreement is terminated or if continuing payment default
exists on the related swap.

On Dec. 23, 2013, the trust elected to terminate the class A-MFL
swap agreement for $29.0 million of the class A-MFL certificates'
$41.0 million outstanding, and the $29.0 million portion has been
re-designated as the class A-MFX certificates.

After the partial swap termination, the underlying $41.0 million
class A-MFL regular interest will back two classes: the
$12.0 million class A-MFL certificates, which will continue to
receive floating-rate interest payments, and the $29.0 million
class A-MFX certificates, which will receive interest payments as
described above.  As a result of the split, any payments or losses
on the underlying class A-MFL REMIC regular interest that would
have previously been allocable to the class A-MFL certificates in
full will now be allocated to the class A-MFL and A-MFX
certificates on a pro rata basis, as applicable.


GMAC COMMERCIAL 2002-C3: Moody's Lowers 2 Cert. Classes to 'C'
--------------------------------------------------------------
Moody's Investors Service affirms the ratings of three classes and
downgrades three classes of GMAC Commercial Mortgage Securities,
Inc., Series 2002-C3 Mortgage Pass-Through Certificate as follows:

Cl. J, Affirmed B3 (sf); previously on Feb 7, 2013 Affirmed B3
(sf)

Cl. K, Affirmed Caa2 (sf); previously on Feb 7, 2013 Affirmed Caa2
(sf)

Cl. L, Downgraded to C (sf); previously on Feb 7, 2013 Affirmed
Caa3 (sf)

Cl. M, Downgraded to C (sf); previously on Feb 7, 2013 Affirmed Ca
(sf)

Cl. N, Affirmed C (sf); previously on Feb 7, 2013 Affirmed C (sf)

Cl. X-1, Downgraded to Caa3 (sf); previously on Feb 7, 2013
Downgraded to Caa2 (sf)

Ratings Rationale

The downgrades of Classes L and M are to reflect Moody's base
expected loss.

The affirmation of Class J is due to key parameters, including
Moody's loan to value (LTV) ratio, Moody's stressed debt service
coverage ratio (DSCR) and the Herfindahl Index (Herf), remaining
within acceptable ranges along with concerns of interest
shortfalls. The ratings of the Classes K and N are consistent with
Moody's expected loss and thus are affirmed. The downgrade of the
IO Class, Class X-1, is due to a decline in the weighted average
rating factor or WARF of its referenced classes.

Moody's rating action reflects a base expected loss of 28.4% of
the current balance compared to 39.7% at Moody's prior review.
Moody's base expected loss plus realized losses is now 4.6% of the
original pooled balance compared to 5.4% at the prior review.
Moody's provides a current list of base expected losses for
conduit and fusion CMBS transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

Factors That Would Lead To An Upgrade Or Downgrade Of The Rating

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously anticipated. Factors that may
cause an upgrade of the ratings include significant loan paydowns
or amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.

Methodology Underlying The Rating Action

The methodologies used in this rating were "Moody's Approach to
Rating U.S. CMBS Conduit Transactions" published in September
2000, and "Moody's Approach to Rating CMBS Large Loan/Single
Borrower Transactions" published in July 2000.

Methodological approach for loss and recovery analysis

The methodological approach used in this rating is as follows:
Moody's utilized a loss and recovery approach in rating the P&I
classes in this deal since 77% of the pool is in special servicing
and performing conduit loans only represent 23% of the pool. In
this approach, Moody's determines a probability of default for
each specially serviced loan that we expect will generate a loss
and estimates a loss given default based on a review of broker's
opinions of value (if available), other information from the
special servicer, available market data and Moody's internal data.
The loss given default for each loan also takes into consideration
repayment of servicer advances to date, estimated future advances
and closing costs. Translating the probability of default and loss
given default into an expected loss estimate, Moody's then applies
the aggregate loss from specially serviced loans to the most
junior class(es) and the recovery as a pay down of principal to
the most senior class(es).

Description Of Models Used

Moody's review utilized the excel-based CMBS Conduit Model v 2.64
which is used for both conduit and fusion transactions. Conduit
model results at the Aa2 (sf) level are driven by property type,
Moody's actual and stressed DSCR and Moody's property quality
grade (which reflects the capitalization rate used by Moody's to
estimate Moody's value). Conduit model results at the B2 (sf)
level are driven by a paydown analysis based on the individual
loan level Moody's LTV ratio. Other concentrations and
correlations may be considered in our analysis. Based on the model
pooled credit enhancement levels at Aa2 (sf) and B2 (sf), the
remaining conduit classes are either interpolated between these
two data points or determined based on a multiple or ratio of
either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Negative pooling, or adding credit enhancement at
the credit assessment level, is incorporated for loans with
similar credit assessments in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 5 compared to 8 at prior review.

In cases where the Herf falls below 20, Moody's uses the excel-
based Large Loan Model v 8.6 and then reconciles and weights the
results from the Conduit and Large Loan models in formulating a
rating recommendation. The large loan model derives credit
enhancement levels based on an aggregation of adjusted loan level
proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

Deal Performance

As of the December 10, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $36.9
million from $777.4 million at securitization. The Certificates
are collateralized by 9 mortgage loans ranging in size from less
than 1% to 28% of the pool. One loan, representing 5% of the pool
has defeased and is secured by US Government securities. There are
no loans that have investment grade credit assessments.

No loans are currently on the master servicer's watchlist.

Eight loans have been liquidated from the pool, resulting in an
aggregate realized loss of $24.9 million (56% loss severity on
average). Four loans, representing 77% of the pool, are currently
in special servicing. The largest specially serviced loan is the
Broadmoor Apartments ($10.4 million -- 28.2% of the pool), which
is secured by 384 unit multifamily property located in Tampa,
Florida. The loan was transferred to special servicing in July
2012 due to maturity default and subsequently the borrower files
for Chapter 11 bankruptcy in April 2013. A court ordered
modification will become effective January 2014, with the UPB
rising to $12.75 million to include all advances and deferred
expenses and the loan maturity extending 48 months.

The second largest specially serviced loan is the Lake Park Pointe
Shopping Center ($7.4 million -- 20.0% of the pool), which is
secured by a 91,818 square foot (SF) retail shopping center in
Chicago, Illinois. The loan transferred to special servicing in
April 2012 due to the largest tenant vacating in 2011. The loan
was modified in April 2013 that included a ten month forbearance
extension till December 2013, the borrower brought the loan
current and an interest drop to 5% from 7.1%. As of November 2013,
the property was 90% leased. The special servicer is looking for a
90-day extension to the forbearance period. Moody's does not
expect a loss for this loan.

The third largest specially serviced loan is the Nashville
Business Center -- A note ($5.6 million -- 15.2% of the pool),
which also includes a $3.6 million B note. The loan is secured by
a 893,100 SF industrial facility in Murfreesboro, Tennessee and
transferred to special servicing in November 2011 due to imminent
monetary default. Per the modification in September 2013, the loan
was extended till July 2014 with two, one-year extension options
and was converted from amortizing to interest-only for the
remainder of the loan term. As of July 2013, the property was 25%
leased.

Moody's estimates an aggregate $6.7 million loss for specially
serviced loans (32% expected loss on average). Moody's has assumed
a high default probability for one poorly performing loans based
on a 100% probability default.

Moody's was provided with full year 2012 and partial year 2013
operating results for 67% and 33% of the pool, respectively.
Moody's weighted average conduit LTV is 75% compared to 94% at
Moody's prior review. Moody's conduit component excludes loans
with credit assessments, defeased and CTL loans and specially
serviced and troubled loans. Moody's net cash flow (NCF) reflects
a weighted average haircut of 2% to the most recently available
net operating income (NOI). Moody's value reflects a weighted
average capitalization rate of 10%.

Moody's actual and stressed conduit DSCRs are 1.95X and 1.52X,
respectively, compared to 1.26X and 1.25X at prior review. Moody's
actual DSCR is based on Moody's NCF and the loan's actual debt
service. Moody's stressed DSCR is based on Moody's NCF and a 9.25%
stressed rate applied to the loan balance.

The top three conduit loans represent 9% of the pool balance. The
largest loan is the Walgreens Hattiesburg Loan ($1.2 million --
3.2% of the pool), which is secured by a 15,120 SF Walgreens
anchored retail property in Hattiesburg, Mississippi. This
property has been 100% leased to Walgreens since securitization
and has a lease expiration in April 2059. Moody's LTV and stressed
DSCR are 60% and 1.82X, respectively, compared to 67% and 1.62X at
prior review.

The second largest loan is the Walgreens Savannah Loan ($1.1
million -- 3.1% of the pool), which is secured by a 15,120 SF
Walgreens anchored retail property in Savannah, Georgia. This
property has been 100% leased to Walgreens since securitization
and has a lease expiration in November 2061. Moody's LTV and
stressed DSCR are 56% and 1.93X, respectively, compared to 59% and
1.84X at prior review.

The third largest loan is the Walgreens Madison Hoy Loan ($911,721
-- 2.5% of the pool), which is secured by a 13,905 SF Walgreens
anchored retail property in Madison, Mississippi. This property
has been 100% leased to Walgreens since securitization and has a
lease expiration in February 2059. Moody's LTV and stressed DSCR
are 44% and 2.47X, respectively, compared to 47% and 2.29X at
prior review.


GOLDMAN SACHS: Moody's Takes Action on $33.3MM of Prime Jumbo RMBS
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches and upgraded the rating of one tranche issued by Goldman
Sachs. The tranches are backed by Prime Jumbo RMBS loans issued in
2005.

Complete rating actions are as follows:

Issuer: GSR Mortgage Loan Trust 2005-3F

Cl. A-X, Downgraded to B2 (sf); previously on Mar 13, 2013
Affirmed Ba3 (sf)

Issuer: GSR Mortgage Loan Trust 2005-4F

Cl. 4A-3, Upgraded to Ba3 (sf); previously on Jul 15, 2011
Downgraded to B2 (sf)

Cl. 5A-1, Downgraded to B3 (sf); previously on Jul 15, 2011
Downgraded to B1 (sf)

Cl. 6A-1, Downgraded to Caa2 (sf); previously on Jul 15, 2011
Downgraded to B3 (sf)

Ratings Rationale

The rating downgrades are a result of deteriorating performance
and structural features resulting in higher expected losses for
the bonds than previously anticipated. The rating upgrade is due
to faster than expected pay down of the bond.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013. Please see
the Credit Policy page on www.moodys.com for a copy of this
methodology.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012 . Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


KATONAH VII: Moody's Affirms 'Ba1' Rating on $20.5MM Class D Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Katonah VII CLO, Ltd.:

-- U.S. $25,000,000 Class C Deferrable Floating Rate Notes Due
    November 15, 2017, Upgraded to Aa1 (sf); previously on
    August 6, 2013 Upgraded to Aa2 (sf)

Moody's also affirmed the ratings of the following notes:

-- U.S. $100,000,000 Class A-1 Delayed Drawdown Floating Rate
    Notes Due 2017 (current outstanding balance of $22,915,781),
    Affirmed Aaa(sf); previously on August 6, 2013 Affirmed
    Aaa(sf)

-- U.S. $167,000,000 Class A-2 Floating Rate Notes Due 2017
    (current outstanding balance of $38,269,355), Affirmed Aaa
    (sf); previously on August 6, 2013 Affirmed Aaa(sf)

-- U.S. $15,000,000 Class B Floating Rate Notes Due 2017,
    Affirmed Aaa(sf); previously on August 6, 2013 Affirmed
    Aaa(sf)

-- U.S. $20,500,000 Class D Deferrable Floating Rate Notes Due
    2017 (current outstanding balance of $17,387,146), Affirmed
    Ba1(sf); previously on August 6, 2013 Upgraded to Ba1(sf)

Katonah VII CLO, Ltd. issued in 2005, is a collateralized loan
obligation ("CLO" backed primarily by a portfolio of senior
secured loans. The portfolio is managed by Katonah Debt Advisors
LLC. The transaction's reinvestment period ended in November 2011.

RATINGS RATIONALE

According to Moody's, the rating actions taken on the notes are
primarily a result of deleveraging of the senior notes and an
increase in the transaction's overcollateralization ratios since
the last rating action in August 2013. Moody's notes that the
Class A Notes have been paid down by approximately 52.55% each or
$67.8 million total since August 2013. Based on Moody's
calculations, the Class A/B, Class C, and Class D
overcollateralization ratios are 168.06%, 126.53% and 107.98%,
respectively, versus August 2013 levels of 135.56%, 115.50% and
104.72%, respectively.

Notwithstanding benefits of the deleveraging, Moody's notes that
the credit quality of the underlying portfolio has deteriorated
since the last rating action. Based on Moody's calculations, the
weighted average rating factor is currently 2628 compared to 2369
in August 2013.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
November 2013.

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

Moody's notes that this transaction is subject to a number of
factors and circumstances that could lead to either an upgrade or
downgrade of the ratings, as described below:

1) Macroeconomic uncertainty: CLO performance may be negatively
impacted by a) uncertainties of credit conditions in the general
economy and b) the large concentration of upcoming speculative-
grade debt maturities which may create challenges for issuers to
refinance.

2) Collateral Manager: Performance may also be impacted, either
positively or negatively, by a) the manager's investment strategy
and behavior and b) divergence in legal interpretation of CLO
documentation by different transactional parties due to embedded
ambiguities.

3) Collateral credit risk: A shift towards holding collateral of
better credit quality, or better than expected credit performance
of the underlying assets collateralizing the transaction, can lead
to positive CLO performance. Conversely, a negative shift in
credit quality or performance of the underlying collateral can
have adverse consequences for CLO performance.

4) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging of the CLO
may accelerate due to high prepayment levels in the loan market
and/or collateral sales by the manager, which may have significant
impact on the notes' ratings. Faster than expected note repayment
will usually have a positive impact on CLO notes, beginning with
those having the highest payment priority.

5) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed defaulted
recoveries assuming the lower of the market price and the recovery
rate in order to account for potential volatility in market
prices. Realization of higher than assumed recoveries would
positively impact the CLO.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities. Below is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2102)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: +1

Class D: +2

Moody's Adjusted WARF + 20% (3153)

Class A-1: 0

Class A-2: 0

Class B: 0

Class C: -2

Class D: -1

Loss and Cash Flow Analysis

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score, the weighted
average recovery rate and weighted average spread, are based on
its published methodology and could be different from the
trustee's reported numbers. In its base case, Moody's analyzed the
underlying collateral pool as having a performing par and
principal proceeds balance of $122.5 million, defaulted par of
$17.7 million, a weighted average default probability of 14.79%
(implying a WARF of 2628), a weighted average recovery rate upon
default of 51.18%, a diversity score of 26 and a weighted average
spread of 3.06%.

The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in November 2013.


KEYCORP STUDENT 2006-A: Moody's Ups Cl. II-C Debt Rating to 'Caa2'
------------------------------------------------------------------
Moody's Investors Service upgraded six classes, downgraded one
class, confirmed one class, and affirmed 10 classes of notes from
three KeyCorp Student Loan Trusts. The underlying collateral for
these transactions includes loans originated under the Federal
Family Education Loan Program (FFELP) and private student loans.
The FFELP and the private student loan collateral is separated
into group I and group II, respectively, with each group
collateralizing its own set of notes with independent reserve
accounts and payment waterfalls. The residual cash flow in each
group can be used to cover any payment shortfalls in the other
group.

RATINGS

Issuer: KeyCorp Student Loan Trust 2004-A

Class I-A-2, Affirmed Aaa (sf); previously on Aug 2, 2011
Confirmed at Aaa (sf)

Class I-B, Upgraded to Aa1 (sf); previously on Aug 13, 2004
Assigned Aa2 (sf)

Class II-A-2, Affirmed Aaa (sf); previously on Nov 1, 2010
Confirmed at Aaa (sf)

Class II-B, Upgraded to Aa1 (sf); previously on May 17, 2013 Aa3
(sf) Placed Under Review for Possible Upgrade

Class II-C, Downgraded to Ba3 (sf); previously on Nov 1, 2010
Confirmed at Baa3 (sf)

Class II-D, Affirmed Ca (sf); previously on Nov 1, 2010 Downgraded
to Ca (sf)

Issuer: KeyCorp Student Loan Trust 2005-A

Cl. I-A-2, Affirmed Aaa (sf); previously on Aug 2, 2011 Confirmed
at Aaa (sf)

Cl. I-B, Affirmed Aa1 (sf); previously on Nov 23, 2005 Assigned
Aa1 (sf)

Cl. II-A-3, Affirmed Aaa (sf); previously on Nov 23, 2005 Assigned
Aaa (sf)

Cl. II-A-4, Affirmed Aaa (sf); previously on Nov 1, 2010 Confirmed
at Aaa (sf)

Cl. II-B, Confirmed at Baa2 (sf); previously on May 17, 2013 Baa2
(sf) Placed Under Review for Possible Upgrade

Cl. II-C, Upgraded to B1 (sf); previously on May 17, 2013 Caa1
(sf) Placed Under Review for Possible Upgrade

Issuer: KeyCorp Student Loan Trust 2006-A

Cl. I-A-2, Affirmed Aaa (sf); previously on Aug 2, 2011 Confirmed
at Aaa (sf)

Cl. I-B, Upgraded to Aa1 (sf); previously on Dec 8, 2006
Definitive Rating Assigned A3 (sf)

Cl. II-A-3, Affirmed Aaa (sf); previously on Nov 1, 2010 Confirmed
at Aaa (sf)

Cl. II-A-4, Upgraded to Aa1 (sf); previously on May 17, 2013 Aa3
(sf) Placed Under Review for Possible Upgrade

Cl. II-B, Affirmed Ba3 (sf); previously on Nov 1, 2010 Downgraded
to Ba3 (sf)

Cl. II-C, Upgraded to Caa2 (sf); previously on Nov 1, 2010
Downgraded to C (sf)

Ratings Rationale

The upgrades of classes II-B and II-A-4 in the 2004-A and 2006-A
transactions, respectively, are driven by the increased levels of
overcollateralization supporting these classes. Although our
projections of life-time net losses in the private loan pools
supporting these transactions have increased slightly relative to
the 2010 rating actions, the transactions' deleveraging due to the
sequential-pay structure has offset the higher net loss
projections. The overcollateralization for these classes has
increased over the last year to 32.9% and 33.7% from 26.6% and
29.0%, respectively..

The upgrades of the subordinated Class II-C in the 2005-A
transaction and the subordinated classes I-B in the 2004-A and the
2006-A transactions reflect improved performance of the private
and FFELP student loan pools supporting these classes. The total
parity ratios (i.e. the ratio of total assets to total
liabilities) have reached their respective target levels.

The downgrade of Class II-C in the 2004-A transaction is driven by
the deterioration in the collateral performance as demonstrated by
higher than expected life time net losses.

The methodologies used in these ratings were "Moody's Approach to
Rating Securities Backed by FFELP Student Loans" published in
April 2012, and "Moody's Approach to Rating U.S. Private Student
Loan-Backed Securities" published in January 2010.

Factors That Would Lead to an Upgrade or Downgrade of the Rating

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.

Primary sources of uncertainty with regard to expected loss are
the weak economic environment and the high unemployment rate,
which adversely impacts the income-generating ability of the
borrowers.


LEHMAN MORTGAGE 2006-2: Moody's Confirms Ratings on $38MM of RMBS
-----------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of ten
tranches issued by Lehman Mortgage Trust 2006-2. The tranches are
backed by Alt-A RMBS loans issued in 2006.

Complete rating actions are as follows:

Issuer: Lehman Mortgage Trust 2006-2

Cl. 2-A1, Confirmed at Caa3 (sf); previously on Apr 26, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Cl. 2-A2, Confirmed at Caa2 (sf); previously on Apr 26, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. 2-A3, Confirmed at Caa3 (sf); previously on Apr 26, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Cl. 3-A1, Confirmed at Caa1 (sf); previously on Apr 26, 2013 Caa1
(sf) Placed Under Review Direction Uncertain

Cl. 4-A1, Confirmed at Caa2 (sf); previously on Apr 26, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. 5-A1, Confirmed at Caa2 (sf); previously on Apr 26, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. 6-A1, Confirmed at Caa2 (sf); previously on Apr 26, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. AP, Confirmed at Caa3 (sf); previously on Apr 26, 2013 Caa3
(sf) Placed Under Review Direction Uncertain

Cl. AX, Confirmed at Caa2 (sf); previously on Apr 26, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Cl. PAX, Confirmed at Caa2 (sf); previously on Apr 26, 2013 Caa2
(sf) Placed Under Review Direction Uncertain

Ratings Rationale

The actions resolve the ratings of the bonds placed on review and
reflect Moody's updated loss expectations on the underlying pools.

The tranches were previously placed on watch on April 26, 2013 due
to an inconsistency in the original group collateral balances and
the bond balances as reported in the trustee reports. The group
five collateral balance was previously understated and groups four
and six's balances were overstated. As a result, certain tranches
were underpaid principal and others were overpaid principal. Bank
of America, the previous trustee, has now made remediation
payments to the tranches that were underpaid. The subordinate
tranches backing groups two through six's balances were also
adjusted for principal previously paid and realized losses
incurred. Bank of America has indicated to Moody's that they have
finalized the corrections on the bonds and the collateral and will
take no further action on this deal.

The principal methodology used in this rating was "US RMBS
Surveillance Methodology" published in November 2013. Please see
the Credit Policy page on www.moodys.com for a copy of this
methodology.

Loss and Cash Flow Analysis

The loan level data, supplied by the trustee, has not been updated
to reflect the changes in the pools that the loans belong to.
Moody's utilized a static analysis, wherein total credit
enhancement (CE) for a bond, including any subordination, was
compared to expected losses on the mortgage pools supporting that
bond. The rating was determined by the resulting ratio of a bond's
total CE to its related mortgage pool losses taking into account
the rate at which CE is expected to deplete.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012 . Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


MKP CBO III: S&P Lowers Rating on Class C Notes to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
C notes from MKP CBO III Ltd., a cash flow collateralized debt
obligation transaction backed by mezzanine structured finance
assets, to 'D (sf)' from 'CC (sf)'.

The downgraded tranche continues to defer interest as a result of
failing overcollateralization tests and it is unlikely it will
receive its full principal payment.


MLMT 2002-MW1: Moody's Cuts Class XC Debt Rating to 'Caa3'
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed three CMBS classes of Merrill Lynch Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2002-MW1 as
follows:

Cl. H, Affirmed Baa3 (sf); previously on Feb 7, 2013 Downgraded to
Baa3 (sf)

Cl. J, Downgraded to Caa2 (sf); previously on Feb 7, 2013
Downgraded to B3 (sf)

Cl. K, Downgraded to C (sf); previously on Feb 7, 2013 Downgraded
to Caa3 (sf)

Cl. L, Affirmed C (sf); previously on Feb 7, 2013 Downgraded to C
(sf)

Cl. M, Affirmed C (sf); previously on Feb 7, 2013 Downgraded to C
(sf)

Cl. XC, Downgraded to Caa3 (sf); previously on Feb 7, 2013
Downgraded to Caa2 (sf)

RATINGS RATIONALE

The downgrades of the P&I classes are due to higher expected
losses from specially serviced and troubled loans.

The affirmations of the P&I classes are primarily due to in-place
ratings commensurate with Moody's expected loss and/or recovery to
the respective classes.

The rating of the IO Class, Class XC, is downgraded due to the
credit performance of its referenced classes.

Moody's rating action reflects a base expected loss of
approximately 58% of the current deal balance. At last review,
Moody's base expected loss was approximately 42%. Moody's base
expected loss plus realized loss figure is 5.1% of the original,
securitized deal balance, compared to 4.4% at Moody's last review.
Moody's provides a current list of base losses for conduit and
fusion CMBS transactions on moodys.com at
https://www.moodys.com/research/US-CMBS-ConduitFusion-Base-
Expected-Loss-Excel-Data--PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously anticipated. Factors that may
cause an upgrade of the ratings include significant loan paydowns
or amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.

The methodological approach used in this rating is as follows:
Moody's utilized a loss and recovery approach in rating the P&I
classes in this deal since 83% of the pool is in special servicing
and the remaining deal balance consists of defeased and troubled
loans. In this approach, Moody's determines a probability of
default for each loan that we expect will generate a loss and
estimates a loss given default based on a review of broker's
opinions of value (if available), other information from the
special servicer, available market data and Moody's internal data.
The loss given default for each loan also takes into consideration
repayment of servicer advances to date, estimated future advances
and closing costs. Translating the probability of default and loss
given default into an expected loss estimate, Moody's then applies
the aggregate loss from specially serviced loans to the most
junior class(es) and the recovery as a pay down of principal to
the most senior class(es).

DESCRIPTION OF MODELS USED

Moody's review utilized the excel-based IO calculator, which uses
the following inputs to calculate the proposed IO rating based on
the published methodology: original and current bond ratings and
credit assessments; original and current bond balances grossed up
for losses for all bonds the IO(s) reference(s) within the
transaction; and IO type as defined in the published methodology.
The calculator then returns a calculated IO rating based on both a
target and mid-point for consideration by the rating committee.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 2 compared to 4 at Moody's prior review.

DEAL PERFORMANCE

As of the December 13, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 96% to $46 million
from $1.08 billion at securitization. The Certificates are
collateralized by four mortgage loans ranging in size from less
than 4% to 66% of the pool. The pool contains no loans with
investment-grade credit assessments. One loan, representing
approximately 4% of the pool, is defeased and is secured by U.S.
Government securities.

One loan, representing 13% of the pool, is on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

Thirteen loans have liquidated from the pool, contributing to an
aggregate realized loss of $28 million (21% average loan loss
severity). Two loans, representing 83% of the pool, are in special
servicing. The largest specially serviced loan, which is also the
largest loan in the pool, is the Seven Mile Crossing Loan ($31
million -- 66% of the pool). The loan is secured by a 346,000
square foot suburban office complex in Livonia, Michigan. The
property is now REO, following foreclosure in November 2012 plus a
six-month redemption period ended May 2013. The property has
suffered from prolonged high vacancy. The servicer reported Q4
2013 occupancy of 62%, similar to the 64% reported at Moody's last
review, and down slightly from the level reported in Moody's
second-prior review in Q1 2012. A new leasing team is in place,
which as of December 2013 has secured a 5-year lease renewal for
the property's lead tenant, which occupies approximately 46,000
square feet, or 13% of the property net rentable area (NRA).

Moody's estimates a combined $25 million loss (64% expected loss)
for both specially serviced loans.

Moody's has assumed a high default probability for the 4400
Matthew Drive Loan ($6 million -- 13% of the pool). The loan is
secured by a 408,000 square foot industrial property in Flint,
Michigan. The property is vacant following the July 2013 early
lease termination by the former sole tenant, Al-Genesee (Android
Industries). The servicer is currently using a lease rollover
reserve of approximately $900,000 to fund debt service. The
servicer estimates the reserve will be depleted by June 2014 if a
new tenant is not in place and making rental payments before that
time.


MORGAN STANLEY 2006-35: Moody's Hikes Class I Notes Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service announced the following rating action on
Morgan Stanley ACES SPC, Series 2006-35:

U.S. $75,000,000 Class I Secured Floating Rate Notes due 2016,
Upgraded to B1 (sf); previously on November 19, 2013 B3 (sf)
Placed Under Review for Possible Upgrade

This transaction is a corporate synthetic collateralized debt
obligation (CSO) referencing a portfolio of corporate senior
unsecured bonds, originally rated in 2006.

Ratings Rationale

The actions reflect key changes to Moody's modeling assumptions,
which incorporate 1) removing the 30% macro default probability
stress for corporate credits, 2) lowering the average recovery
rate assumptions for most types of debt, 3) modifying the modeling
framework for corporate asset correlations, 4) introducing an
adverse selection adjustment on default probabilities where
relevant, and 5) simplifying the cheapest-to-deliver haircut that
applies to recoveries.

This action also reflects improvements in the credit quality of
the reference portfolio since the last rating action, the
shortened time to maturity of the CSO and the level of credit
enhancement remaining.

Since the last rating review in September 2013, the portfolio's
ten-year weighted average rating factor (WARF) has declined to
1229 from 1379, excluding settled credit events. Moody's rates the
majority of the reference credits investment grade, with 4.23%
rated Caa (sf) or lower compared to 6.35% in September 2013. In
addition, the number of reference credits with a negative outlook
has decreased by 19; the number of reference credits whose ratings
are on review for downgrade has decreased by 3.

The CSO has a remaining life of 3 years.

Based on the trustee's September 2013 report, six credit events,
equivalent to 6% of the portfolio based on the portfolio's
notional value at closing, have taken place. Since inception, the
subordination of the rated tranche has declined by 3.5% due to
credit events on CIT Group Inc, Idearc Inc, Kupthing Bank HF,
Lehman Brothers Holdings Inc, Thomson and Syncora Guarantee.

In taking the forgoing action, Moody's also announced that it had
concluded its review of its ratings on this transaction announced
on November 19, 2013. At that time, Moody's said that it had
placed the issuer's ratings on review primarily as a result of the
updates to the methodology that Moody's uses to rate and monitor
CSOs.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's
Approach to Rating Corporate Synthetic Collateralized Debt
Obligations" published in November 2013. Please see the Credit
Policy page on www.moodys.com for a copy of this methodology.

Factors that Would Lead to an Upgrade or Downgrade of the Rating:

These transactions are subject to a high level of uncertainty,
primarily because of 1) unexpected volatility in the credit and
macroeconomic environment; 2) divergence in the legal
interpretation of documentation by different transactional parties
because of embedded ambiguities; and 3) unexpected changes in the
portfolio composition as a result of the actions of the
transaction parties.

For CSOs, the performance of the credit default swaps can be
affected either positively or negatively by 1) variations over
time in default rates for instruments with a given rating; 2)
variations in recovery rates for instruments with particular
seniority/security characteristics; and 3) uncertainty about the
default and recovery correlations characteristics of the reference
pool. Given the tranched nature of CSO liabilities, rating
transitions in the reference pool can have leveraged rating
implications for the ratings of the CSO liabilities that could
lead to a high degree of rating volatility, which is likely to be
higher for the more junior or thinner liabilities.

In addition to the base case analysis described above, Moody's
also conducted sensitivity analyses, discussed below. Results are
in the form of the difference in the number of notches from the
base case, in which a higher number of notches corresponds to
lower expected losses, and vice-versa.

* Moody's ran a scenario in which it reduced the maturity of the
   CSO by six months, keeping all other things equal. The result
   of this run was one notch higher than in the base case.

* Moody's conducted a stress analysis in which it defaulted all
   entities rated Caa or lower. The result was two notches lower
   than in the base case.

In addition to the quantitative factors Moody's models explicitly,
rating committees also consider qualitative factors in the rating
process. These qualitative factors include a transaction's
structural protections, recent deal performance in the current
market environment, the legal environment, specific documentation
features and the portfolio manager's track record. All information
available to rating committees, including macroeconomic forecasts,
input from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, can influence the final rating decision.


MORGAN STANLEY 2007-10: Moody's Confirms 'Ba2' Rating on IA Notes
-----------------------------------------------------------------
Moody's Investors Service announced the following rating action on
Morgan Stanley ACES SPC, Series 2007-10:

U.S. $200,000,000 Class IA Secured Floating Rate Notes due 2017,
Confirmed at Ba2 (sf); previously on November 19, 2013 Ba2 (sf)
Placed Under Review for Possible Downgrade

This transaction is a corporate synthetic collateralized debt
obligation (CSO) referencing a portfolio of corporate senior
unsecured bonds, originally rated in 2007.

Ratings Rationale

The actions reflect key changes to Moody's modeling assumptions,
which incorporate 1) removing the 30% macro default probability
stress for corporate credits, 2) lowering the average recovery
rate assumptions for most types of debt, 3) modifying the modeling
framework for corporate asset correlations, 4) introducing an
adverse selection adjustment on default probabilities where
relevant, and 5) simplifying the cheapest-to-deliver haircut that
applies to recoveries.

The portfolio's ten-year weighted average rating factor (WARF) is
495, excluding settled credit events. Moody's rates the majority
of the reference credits investment grade, with no assets rated
Caa (sf) or below. The portfolio has 16 reference credits with a
negative outlook compared to none with a positive outlook and one
reference credits whose ratings are on review for downgrade and
one on review for upgrade.

The CSO has a remaining life of 3.26 years.

Based on the trustee's September 2013 report, two credit events,
equivalent to 2.03% of the portfolio based on the portfolio's
notional value at closing, have taken place. Since inception, the
subordination of the rated tranche has declined by 0.57% due to
credit events on Federal Home Loan Mortgage Corporation and
Federal National Mortgage Association.

In taking the forgoing action, Moody's also announced that it had
concluded its review of its ratings on this transaction announced
on November 19, 2013. At that time, Moody's said that it had
placed the issuer's ratings on review primarily as a result of the
updates to the methodology that Moody's uses to rate and monitor
CSOs.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's
Approach to Rating Corporate Synthetic Collateralized Debt
Obligations" published in November 2013.

Factors that Would Lead to an Upgrade or Downgrade of the Rating:

These transactions are subject to a high level of uncertainty,
primarily because of 1) unexpected volatility in the credit and
macroeconomic environment; 2) divergence in the legal
interpretation of documentation by different transactional parties
because of embedded ambiguities; and 3) unexpected changes in the
portfolio composition as a result of the actions of the
transaction parties.

For CSOs, the performance of the credit default swaps can be
affected either positively or negatively by 1) variations over
time in default rates for instruments with a given rating; 2)
variations in recovery rates for instruments with particular
seniority/security characteristics; and 3) uncertainty about the
default and recovery correlations characteristics of the reference
pool. Given the tranched nature of CSO liabilities, rating
transitions in the reference pool can have leveraged rating
implications for the ratings of the CSO liabilities that could
lead to a high degree of rating volatility, which is likely to be
higher for the more junior or thinner liabilities.

In addition to the base case analysis described above, Moody's
also conducted sensitivity analyses, discussed below. Results are
in the form of the difference in the number of notches from the
base case, in which a higher number of notches corresponds to
lower expected losses, and vice-versa.

* Moody's ran a scenario in which it reduced the maturity of the
  CSO by six months, keeping all other things equal. The result of
  this run was one notch higher than in the base case.

In addition to the quantitative factors Moody's models explicitly,
rating committees also consider qualitative factors in the rating
process. These qualitative factors include a transaction's
structural protections, recent deal performance in the current
market environment, the legal environment, specific documentation
features and the portfolio manager's track record. All information
available to rating committees, including macroeconomic forecasts,
input from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, can influence the final rating decision.


MORGAN STANLEY 2007-2: Moody's Cuts Cl. A-1 Tranche Rating to Ca
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches from two transactions issued by Morgan Stanley Home
Equity Loan Trust and GSAMP Trust, backed by Subprime mortgage
loans.

Complete rating actions are as follows:

Issuer: GSAMP Trust 2006-HE8

Cl. A-2B, Downgraded to Caa1 (sf); previously on Jun 21, 2010
Downgraded to B3 (sf)

Issuer: Morgan Stanley Home Equity Loan Trust 2007-2

Cl. A-1, Downgraded to Ca (sf); previously on Jul 18, 2011
Downgraded to Caa3 (sf)

Ratings Rationale

The downgrade of Morgan Stanley Home Equity Loan Trust 2007-2, Cl.
A-1 is a result of the change in principal priority for the group
2 senior bonds from sequential-pay to pro-rata pay upon the recent
depletion of the mezzanine classes. The downgrade of GSAMP Trust
2006-HE8, Cl. A-2B reflects the alignment in credit of the bond
relative to the other group 2 seniors given the faster than
anticipated depletion of the mezzanine classes. The actions also
reflect the recent performance of the underlying pools and Moody's
updated loss expectations on the pools.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012. Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector. House
prices are another key driver of US RMBS performance. Moody's
expects house prices to continue to rise in 2014. Lower increases
than Moody's expects or decreases could lead to negative rating
actions. Finally, performance of RMBS continues to remain highly
dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.


MORGAN STANLEY 2007-HE7: Moody's Cuts Rating on A-2A Debt to Caa2
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches from two transactions issued by Morgan Stanley ABS
Capital I Inc., backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE7

Cl. A-2A, Downgraded to Caa2 (sf); previously on Jul 15, 2010
Downgraded to B3 (sf)

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-NC3

Cl. A-2a, Downgraded to Ca (sf); previously on Dec 28, 2010
Upgraded to Caa1 (sf)

RATINGS RATIONALE

The downgrade of Morgan Stanley ABS Capital I Inc. 2007-NC3, Cl.
A-2a is a result of the change in principal priority for the group
2 senior bonds from sequential-pay to pro-rata pay upon the recent
depletion of the mezzanine classes. The downgrade of Morgan
Stanley ABS Capital I Inc. 2007-HE7, Cl. A-2A reflects the
alignment in credit of the bond relative to the other group 2
seniors given the faster than anticipated depletion of the
mezzanine classes.

These actions reflect Moody's updated loss expectations on the
pools.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012 . Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector. House
prices are another key driver of US RMBS performance. Moody's
expects house prices to continue to rise in 2014. Lower increases
than Moody's expects or decreases could lead to negative rating
actions. Finally, performance of RMBS continues to remain highly
dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.


MORGAN STANLEY 2008-1R: Moody's Cuts Rating on 4 Tranches to 'C'
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
tranches issued by Morgan Stanley Mortgage Resecuritization Trust
2008-1R.

Complete rating actions are as follows:

Issuer: Morgan Stanley Mortgage Resecuritization Trust 2008-1R

Cl. A1, Downgraded to Caa3 (sf); previously on Mar 28, 2011
Downgraded to Caa2 (sf)

Cl. A3, Downgraded to Caa3 (sf); previously on Mar 28, 2011
Downgraded to Caa2 (sf)

Cl. A7, Downgraded to Caa3 (sf); previously on Mar 28, 2011
Downgraded to Caa2 (sf)

Cl. A8, Downgraded to C (sf); previously on Mar 28, 2011 Confirmed
at Ca (sf)

Cl. A9, Downgraded to Caa3 (sf); previously on Mar 28, 2011
Downgraded to Caa2 (sf)

Cl. A10, Downgraded to C (sf); previously on Mar 28, 2011
Confirmed at Ca (sf)

Cl. A12, Downgraded to C (sf); previously on Mar 28, 2011
Confirmed at Ca (sf)

Cl. A14, Downgraded to C (sf); previously on Mar 28, 2011
Confirmed at Ca (sf)

RATINGS RATIONALE

The resecuritization is backed by the underlying certificate class
7-A1 issued by CSMC Mortgage-Backed Trust Series 2006-9. The
underlying certificate is backed primarily by first-lien, Alt-A
residential mortgage loans. The actions are based on the amount of
losses the resecuritizations bonds are expected to incur after
credit support is depleted and the change in the payment waterfall
for some bonds after credit support is depleted.

The principal methodology used in this rating was "Moody's
Approach to Rating US Resecuritized Residential Mortgage-Backed
Securities" published in February 2011.

The methodology used in determining the ratings of the underlying
bonds was "US RMBS Surveillance Methodology" published in November
2013.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012 . Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


MRFC MORTGAGE: S&P Raises Rating on 2 Note Classes to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on four
classes from MRFC Mortgage Pass-Through Trust Series 2000-TBC3
(MRFC 2000-TBC3) by raising them.

On Feb. 6, 2013, S&P incorrectly lowered its ratings on these four
classes to 'B+ (sf)' due to an error in the application of S&P's
tail risk criteria.  The corrected ratings reflect S&P's current
view of the tail risk associated with each class.

MRFC 2000-TBC3 is backed by a small remaining pool of prime jumbo
mortgage loans.  S&P believes that the liquidation or prepayment
of one or more loans in transactions with a small number of
remaining loans could have an adverse effect on the credit support
for the rated securities, which is referred to as tail risk.  S&P
addresses tail risk by conducting a loan-level analysis that
stresses the loan concentration risk within the specific pool.

In addition, movements of one of more loans into delinquency
within transactions that have a small number of loans remaining
could have a greater impact on S&P's projected remaining losses.
As such, S&P has limited the upward movement of the reviewed
ratings due to their sensitivity to small movements in
delinquencies as well as their exposure to tail risk.

RATING ACTIONS

MRFC Mortgage Pass-Through Trust, Series 2000-TBC3

                          Rating               Rating
Class      CUSIP          To                   From
A-1        585525EN4      AA+ (sf)             B+ (sf)
B-1        585525ER5      BBB+ (sf)            B+ (sf)
B-2        585525ES3      BB+ (sf)             B+ (sf)
B-3        585525ET1      BB+ (sf)             B+ (sf)


RESOURCE CAPITAL: DBRS Finalizes 'BB' Rating on Class E Notes
-------------------------------------------------------------
DBRS Inc. has finalized the provisional ratings and added a new
rating to the Floating Rate Notes issued by Resource Capital Corp.
CRE Notes 2013, Ltd.  The trends are Stable.

-- Class A at AAA (sf)
-- Class A-S at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (sf)
-- Class F at B (sf)

Classes D, E and F are non-offered classes.

With respect to the deferred interest notes (Classes C, D, E and
F), to the extent interest proceeds are not sufficient on a given
payment date to pay accrued interest, interest will not be due and
payable on payment date and will rather be deferred.  The ratings
assigned by DBRS contemplate timely payments of distributable
interest and, in the case of deferred interest notes, ultimate
recovery of deferred interest (inclusive of interest payable
thereon at the applicable rate, to the extent permitted by law).

The collateral for the transaction consists of a static pool of 26
floating-rate mortgages with a $300.6 million current balance,
secured by 44 transitional commercial and multifamily properties.
Nine of the loans have a future funding component that has yet to
be fulfilled in its entirety, and the aggregate remaining future
funding requirements total $7.1 million (ranging from $150,000 to
$1.9 million per loan).  All of the proceeds necessary to fulfill
the future funding obligations have been placed into the future
funding account and will be released to the respective borrower
upon the servicer's determination that all requirements for such
future funding have been met.  The future funding is generally to
be used for renovations of the properties and leasing costs.
Resource Real Estate Funding, Inc. is the primary lending entity
of Resource Capital Corp., a publicly traded commercial mortgage
real estate investment trust.  Many of the properties have a
business plan to execute that is expected to increase net cash
flow.  It is DBRS's opinion that the business plans were generally
achievable given market conditions, recent property performance
and adequate available future funding for planned renovations and
leasing costs.  DBRS modeled loan-level probability of default
based on in-place cash flow at each respective property, while
loss severity was based on DBRS stabilized cash flow.  For
modeling purposes, DBRS assumed that the maximum loan commitment
was outstanding, as opposed to the current loan balance.  All
references to percentages of the pool in this report are based on
the maximum mortgage loan commitment of $307.8 million, unless
stated otherwise.

Three loans - Forest Apartments, Mountain View Apartments and West
Sunset Square - were not closed as of the publication date of the
presale report, but subsequently closed prior to closing of this
securitization.  All proceeds needed to purchase these loans from
the seller once they have closed (along with any future funding
obligations) would have been reserved in the unused proceeds
account.  This account will not exist, as all loans are now
closed.

The ratings assigned to the Notes by DBRS are based exclusively on
the support provided by the transaction structure and the credit
underlying trust assets.  All classes will be subject to ongoing
surveillance, which could result in upgrades or downgrades by DBRS
after the date of issuance.


SCHOONER TRUST 2005-4: Moody's Affirms 'Ba2' Ratings on 2 Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five and
affirmed the ratings of nine CMBS classes of Schooner Trust
Commercial Mortgage Pass-Through Certificates, Series 2005-4 as
follows:

Cl. A-1, Affirmed Aaa (sf); previously on Oct 27, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Oct 27, 2005 Definitive
Rating Assigned Aaa (sf)

Cl. B, Upgraded to Aaa (sf); previously on Mar 2, 2011 Upgraded to
Aa1 (sf)

Cl. C, Upgraded to Aa3 (sf); previously on Mar 2, 2011 Upgraded to
A1 (sf)

Cl. D, Upgraded to Baa1 (sf); previously on Oct 27, 2005
Definitive Rating Assigned Baa2 (sf)

Cl. E, Upgraded to Baa2 (sf); previously on Oct 27, 2005
Definitive Rating Assigned Baa3 (sf)

Cl. F, Upgraded to Baa3 (sf); previously on Oct 27, 2005
Definitive Rating Assigned Ba1 (sf)

Cl. G, Affirmed Ba2 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned Ba2 (sf)

Cl. H, Affirmed Ba3 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned Ba3 (sf)

Cl. J, Affirmed B1 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned B1 (sf)

Cl. K, Affirmed B2 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned B2 (sf)

Cl. L, Affirmed B3 (sf); previously on Oct 27, 2005 Definitive
Rating Assigned B3 (sf)

Cl. XC-1, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

Cl. XC-2, Affirmed Ba3 (sf); previously on Feb 22, 2012 Downgraded
to Ba3 (sf)

RATINGS RATIONALE

The upgrades are due to anticipated pay downs. The affirmations of
the investment grade classes are due to key parameters, including
Moody's loan-to-value (LTV) ratio, Moody's stressed debt service
coverage ratio (DSCR) and the Herfindahl Index (Herf), remaining
within acceptable ranges. The ratings of below investment grade
classes are consistent with Moody's expected loss and thus are
affirmed. The rating of the IO Classes, X-C1 and X-C2, are
consistent with the expected credit performance of their
referenced classes and thus are affirmed.

Moody's rating action reflects a base expected loss of 1.8% of the
current balance, the same as at prior review. Moody's base
expected loss plus realized losses is 1.1% of the original pooled
balance compared to 1.2% at the prior review. Moody's provides a
current list of base expected losses for conduit and fusion CMBS
transactions on moodys.com at
http://v3.moodys.com/viewresearchdoc.aspx?docid=PBS_SF215255.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously anticipated. Factors that may
cause an upgrade of the ratings include significant loan paydowns
or amortization, an increase in the pool's share of defeasance or
overall improved pool performance. Factors that may cause a
downgrade of the ratings include a decline in the overall
performance of the pool, loan concentration, increased expected
losses from specially serviced and troubled loans or interest
shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The principal methodology used in this rating was "Moody's
Approach to Rating U.S. CMBS Conduit Transactions" published in
September 2000.

DESCRIPTION OF MODELS USED

Moody's review utilized the excel-based CMBS Conduit Model v 2.64
which is used for both conduit and fusion transactions. Conduit
model results at the Aa2 (sf) level are driven by property type,
Moody's actual and stressed DSCR and Moody's property quality
grade (which reflects the capitalization rate used by Moody's to
estimate Moody's value). Conduit model results at the B2 (sf)
level are driven by a paydown analysis based on the individual
loan level Moody's LTV ratio. Other concentrations and
correlations may be considered in our analysis. Based on the model
pooled credit enhancement levels at Aa2 (sf) and B2 (sf), the
remaining conduit classes are either interpolated between these
two data points or determined based on a multiple or ratio of
either of these two data points. For fusion deals, the credit
enhancement for loans with investment-grade credit assessments is
melded with the conduit model credit enhancement into an overall
model result. Negative pooling, or adding credit enhancement at
the credit assessment level, is incorporated for loans with
similar credit assessments in the same transaction.

Moody's uses a variation of Herf to measure diversity of loan
size, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 19 compared to 21 at prior review.

In cases where the Herf falls below 20, Moody's uses the excel-
based Large Loan Model v 8.6 and then reconciles and weights the
results from the Conduit and Large Loan models in formulating a
rating recommendation. The large loan model derives credit
enhancement levels based on an aggregation of adjusted loan level
proceeds derived from Moody's loan level LTV ratios. Major
adjustments to determining proceeds include leverage, loan
structure, property type and sponsorship. These aggregated
proceeds are then further adjusted for any pooling benefits
associated with loan level diversity, other concentrations and
correlations.

DEAL PERFORMANCE

As of the December 12, 2013 distribution date, the transaction's
aggregate certificate balance has decreased by 40% to $332.2
million from $551.2 million at securitization. The Certificates
are collateralized by 57 mortgage loans ranging in size from less
than 1% to just under 11% of the pool, with the top ten loans
(excluding defeasance) representing 60% of the pool. Four loans,
representing approximately 8% of the pool, are defeased and are
collateralized by Canadian Government securities.

Two loans, representing 2% of the pool, are on the master
servicer's watchlist. The watchlist includes loans which meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of our
ongoing monitoring of a transaction, Moody's reviews the watchlist
to assess which loans have material issues that could impact
performance.

The pool has not experienced any losses since securitization and
currently there are no loans in special servicing.

Moody's has assumed a high default probability for two poorly-
performing loans representing 1% of the pool. Moody's analysis
attributes to these troubled loans an aggregate $415,000 thousand
loss (10% expected loss severity based on a 50% probability
default).

Moody's was provided with full-year 2011 and full year 2012
operating results for 99% of the pool. Excluding troubled loans,
Moody's weighted average LTV is 71%, the same as at last review.
Moody's net cash flow reflects a weighted average haircut of 12%
to the most recently available net operating income. Moody's value
reflects a weighted average capitalization rate of 8.8%.

Excluding troubled loans, Moody's actual and stressed DSCRs are
1.50X and 1.47X, respectively, compared to 1.56X and 1.46X at last
review. Moody's actual DSCR is based on Moody's net cash flow
(NCF) and the loan's actual debt service. Moody's stressed DSCR is
based on Moody's NCF and a 9.25% stressed rate applied to the loan
balance.

The top three performing conduit loans represent 26% of the pool.
The largest loan is the Southland Mall Loan ($35.9 million --
10.8% of the pool) which is secured by a 438,000 square foot (SF)
anchored retail center located in Regina, Saskatchewan. This
property lost its largest tenant, Wal-Mart (34% of net rentable
area (NRA)) in January 2010. In October 2012, the property manager
agreed to lease 31% of NRA to Canadian Tire through 2028. Canadian
Tire began paying rent in September 2013. Moody's analysis
reflects the property's stabilized occupancy and rents. Moody's
LTV and stressed DSCR are 62% and 1.58X, respectively, compared to
64% and 1.53X at last review.

The second largest loan is the 66 Slater Street Loan ($26.5
million -- 8.0% of the pool) which is secured by a 22-story
255,000 SF Class B office building located a few blocks from the
Parliament in downtown Ottawa, Ontario. The tenant base is
dominated by the Canadian Government, which leases over 90% of the
NRA. The loan is full recourse to the borrower. Moody's analysis
incorporated a stressed cash flow due to concerns about near term
lease expirations. Moody's LTV and stressed DSCR are 82% and
1.19X, respectively, compared to 80% and 1.21X at last review.

The third largest loan is the Nordel Crossing Shopping Centre Loan
($25.0 million -- 7.5% of the pool), which is secured by a 133,000
SF grocery-anchored retail center located in Surrey -- a suburb of
Vancouver, British Columbia. As of April 2013, the property was
100% leased, compared to 99% at last review. Major tenants include
Save-on-Foods (33% of the NRA; lease expiration in August 2024)
and Shoppers Drug Mart (14% of the NRA; lease expiration in
September 2019). Property performance has been stable. Moody's LTV
and stressed DSCR are 80% and 1.12X, respectively, compared to 81%
and 1.11X at last review.


SILVER CREEK: Moody's Hikes Ratings on $9MM Cl. C Notes From 'B1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Silver Creek Funding Ltd.:

US$25,000,000 Class B-1 Floating Rate Deferrable Senior
Subordinate Notes Due 2016 (current outstanding balance of
$6,378,013.18), Upgraded to Aaa (sf); previously on December 15,
2011 Upgraded to Ba1 (sf)

US$22,000,000 Class B-2 Fixed Rate Deferrable Senior Subordinate
Notes Due 2016 (current outstanding balance of $5,612,651.60),
Upgraded to Aaa (sf); previously on December 15, 2011 Upgraded to
Ba1 (sf)

US$9,000,000 Class C Floating Rate Deferrable Subordinate Notes
Due 2016, Upgraded to Baa3 (sf); previously on December 15, 2011
Upgraded to B1 (sf)

Silver Creek Funding Ltd. issued in January 2004, is a synthetic
collateralized loan obligation (CLO) primarily referencing a
portfolio of senior secured loans. Currently the portfolio
consists of 10 unique obligors with a diversity of 8. The
portfolio is managed by Pacific Investment Management Company LLC
("PIMCO"). The transaction's reinvestment period ended in February
2011.

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since November 2012. The Class B-1 and
the Class B-2 notes have been paid down by approximately 74% or
$35.0 million since November 2012. Based on the trustee's November
30, 2013 report, the over-collateralization (OC) ratio for the
Class B is 211.35% up from 131.1% on November 30, 2012, and that
of the Class C, 120.73%, up from 115.5%.

The deal also has benefited from an improvement in the credit
quality of the reference portfolio since November 2012. Based on
the trustee's November 30, 2013 report, the weighted average
rating factor is currently 2461 compared to 3506 in November 2012.

Notwithstanding the improvement in credit quality, the reference
portfolio includes a number of assets that mature after the notes
do. Based on the trustee's November 2013 report, reference assets
that mature after the notes currently make up approximately 20.47%
of the reference portfolio. These reference assets could expose
the notes to market risk when the notes mature. Despite the
increase in the OC ratio of the Class C notes, Moody's upgrade of
the Class C notes was tempered because of the market risk stemming
from the exposure to these long-dated reference assets.

Factors that Would Lead to an Upgrade or Downgrade of the Ratings

This transaction is subject to a number of factors and
circumstances that could lead to either an upgrade or downgrade of
the ratings:

1) Macroeconomic uncertainty: CLO performance is subject to a)
uncertainty about credit conditions in the general economy and b)
the large concentration of upcoming speculative-grade debt
maturities, which could make refinancing difficult for issuers.

2) Collateral Manager: Performance can also be affected positively
or negatively by a) the manager's investment strategy and behavior
and b) differences in the legal interpretation of CLO
documentation by different transactional parties owing to embedded
ambiguities.

3) Reference pool credit risk: A shift towards reference portfolio
of better credit quality, or better credit performance of
reference assets in the transaction than Moody's current
expectations, can lead to positive CLO performance. Conversely, a
negative shift in credit quality or performance of the reference
assets can have adverse consequences for CLO performance.

4) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will continue and at what pace. Deleveraging of the CLO
could accelerate owing to high prepayment levels in the loan
market and/or reference asset sales by the manager, which could
have a significant impact on the notes' ratings. Note repayments
that are faster than Moody's current expectations will usually
have a positive impact on CLO notes, beginning with those with the
highest payment priority.

5) Recovery of defaulted reference assets: Fluctuations in the
market value of defaulted reference assets reported by the trustee
and those that Moody's assumes as having defaulted could result in
volatility in the deal's OC levels. Further, the timing of
recoveries and whether a manager decides to work out or sell
defaulted reference assets create additional uncertainty.

6) Long-dated reference assets: The presence of reference assets
that mature after the CLO's legal maturity date exposes the deal
to market value risk on those reference assets. This risk is borne
first by investors with the lowest priority in the capital
structure. Moody's assumes that the terminal value of an asset at
maturity will be equal to the lower of an assumed liquidation
value (depending on the extent to which the asset's maturity lags
that of the liabilities) or the asset's current market value. The
deal's increased exposure owing to Amendment and Extend to loan
agreements continues. In light of the deal's sizable exposure to
long-dated reference assets, which increases its sensitivity to
the valuation assumptions in the rating analysis, Moody's ran
scenarios using a range of market value assumptions. However,
actual long-dated reference asset exposures and prevailing market
prices and conditions at the CLO's maturity will drive the deal's
actual losses, if any, from long-dated assets.

7) Lack of reference portfolio granularity: The performance of the
reference portfolio depends to a large extent on the credit
conditions of a few large obligors Moody's rates, especially if
they jump to default. Because of the deal's low diversity score
and lack of granularity, Moody's supplemented its typical Binomial
Expansion Technique analysis with a simulated default distribution
using its CDOROMTM software or individual scenario analysis.

In addition to the base case analysis, Moody's also conducted
sensitivity analyses to test the impact of a number of default
probabilities on the rated notes. Below is a summary of the impact
of different default probabilities (expressed in terms of WARF) on
all of the rated notes (by the difference in the number of notches
versus the current model output, for which a positive difference
corresponds to lower expected loss):

Moody's Adjusted WARF -- 20% (2153)

Class B-1: 0
Class B-2: 0
Class C: +1

Moody's Adjusted WARF + 20% (3229)

Class B-1: 0
Class B-2: 0
Class C: -2

Loss and Cash Flow Analysis

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations," published in 2013.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying reference pool to have a
swap notional of $29,509,176, no defaulted par, a weighted average
default probability of 7.62% (implying a WARF of 2691), a weighted
average recovery rate upon default of 42.02%, a diversity score of
7 and a weighted average spread of 2.2%.

Moody's incorporates the default and recovery properties of the
reference pool in cash flow model analysis where they are subject
to stresses as a function of the target rating on each CLO
liability reviewed. Moody's derives the default probability from
the credit quality of the reference pool and Moody's expectation
of the remaining life of the reference pool. The average recovery
rate for future defaults is based primarily on the seniority of
the assets in the reference pool. In each case, historical and
market performance and the collateral manager's latitude for
trading the reference assets are also factors.


SLC STUDENT LOAN 2007-2: Fitch Hikes Sub. Notes Rating From BBsf
----------------------------------------------------------------
Fitch Ratings maintains the Negative Rating Watch on the senior
notes currently rated 'AAAsf' and upgrades the subordinate note
from to 'Asf' from 'BBsf' issued by SLC Student Loan Trust 2007-2.
The Rating Outlook on the subordinate note is revised to Stable
from Positive.

Key Rating Drivers

High Collateral Quality: The collateral consists of 100% of
Federal Family Education Loan Program (FFELP) loans. The credit
quality of the trust collateral is high, in Fitch's opinion, based
on the guarantees provided by the transaction's eligible
guarantors and reinsurance provided by the U.S. Department of
Education (ED) for at least 97% of principal and accrued interest.

Rating Watch Maintained: On Oct. 16, Fitch placed 766 'AAAsf'
rated tranches of U.S. FFELP student loan ABS on Rating Watch
Negative following the revision of the U.S. sovereign rating on
Oct. 15.

Sufficient Credit Enhancement: CE is provided by
overcollateralization (OC; the excess of trust's asset balance
over bond balance) and excess spread. As of the November 2013
distribution period, total parity is 100.00% and senior parity is
105.03% (4.79% CE). Cash is being released from the trust given
that total parity remains above 100%.

Adequate Liquidity Support: Liquidity support is provided by a
reserve account. The reserve is sized equal to the greater of
0.25% of the pool balance and $2,550,668.

Acceptable Servicing Capabilities: Sallie Mae Inc., as servicer,
is responsible for servicing the trust. Fitch believes Sallie Mae
is an acceptable servicer of FFELP student loans.

Rating Sensitivities

Since FFELP student loan ABS rely on the U.S. government to
reimburse defaults, 'AAAsf' FFELP ABS ratings will likely move in
tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S.
sovereign rating, defaults and basis risk account for the majority
of the risk embedded in FFELP student loan transactions.
Additional defaults and basis shock beyond Fitch's published
stresses could result in future downgrades. Likewise, a buildup of
credit enhancement driven by positive excess spread given
favorable basis factor conditions could lead to future upgrades.

Fitch has taken the following rating actions:

SLC Student Loan Trust 2007-2:

-- Class A-2 note at AAAsf; Rating Watch Negative maintained;
-- Class A-3 note at AAAsf; Rating Watch Negative maintained;
-- Class B note upgraded to 'Asf' from 'BBsf'; Outlook to Stable
    from Positive.


SORIN REAL ESTATE: Moody's Affirms C Ratings on 5 Note Classes
--------------------------------------------------------------
Moody's Investors Service announced that it has affirmed the
ratings of the following notes issued by Sorin Real Estate CDO III
Ltd.:

Cl. A-1B, Affirmed Caa2 (sf); previously on Feb 21, 2013 Affirmed
Caa2 (sf)

Cl. A-2, Affirmed C (sf); previously on Feb 21, 2013 Affirmed C
(sf)

Cl. B, Affirmed C (sf); previously on Feb 21, 2013 Affirmed C (sf)

Cl. C-FL, Affirmed C (sf); previously on Feb 21, 2013 Affirmed C
(sf)

Cl. C-FX, Affirmed C (sf); previously on Feb 21, 2013 Affirmed C
(sf)

Cl. D, Affirmed C (sf); previously on Feb 21, 2013 Affirmed C (sf)

RATINGS RATIONALE

The affirmations are due to key transaction parameters performing
within levels commensurate with the existing ratings levels. The
rating action is the result of Moody's on-going surveillance of
commercial real estate collateralized debt obligation and re-remic
(CRE CDO and Re-Remic) transactions.

Sorin Real Estate CDO III Ltd. is a static cash transaction backed
by a portfolio of: 1) commercial mortgage backed securities (CMBS)
(61.9% of collateral pool balance); 2) asset backed securities
(ABS) (28.6%) that are primarily in the form of subprime
residential mortgage backed securities (RMBS); and 3) CRE CDO
bonds (9.5%). As of the December 9, 2013 payment date, the
aggregate note balance of the transaction has decreased to $860.9
million from $1.0 billion at issuance, as a result of the paydown
directed to the senior most outstanding class of notes from the
combination of the scheduled amortization of the collateral, the
failure of certain par value tests, and reclassification of
interest proceeds from defaulted securities as principal proceeds.

The pool contains thirty-one assets totaling $264.2 million (32.9%
of collateral pool balance) that are listed as defaulted
securities as of the December 9, 2013 payment date. Eleven of
these assets (41.9% of the defaulted balance) are CMBS, fourteen
assets (39.9%) are ABS, and six assets (18.2%) are CRE CDO bonds.
While there have been certain realized losses on the underlying
collateral to date, Moody's does expect significant losses to
occur on the defaulted securities.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: weighted average
rating factor (WARF), weighted average life (WAL), weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
We have completed updated assessments for the non-Moody's rated
collateral. Moody's modeled a bottom-dollar WARF of 4,736 compared
to 4,407 at last review. The current distribution of Moody's rated
collateral and assessments for non-Moody's rated collateral is as
follows: Aaa-Aa3 (5.2% compared to 9.4% at last review), A1-A3
(4.6% compared to 5.5% at last review), Baa1-Baa3 (15.8% compared
to 14.5% at last review), Ba1-Ba3 (12.2% compared to 15.7% at last
review), B1-B3 (13.9% compared to 13.0% at last review), and Caa1-
C (48.3% compared to 41.9% at last review).

Moody's modeled to a WAL of 3.9 years compared to 4.0 years at
last review. The current WAL is based on assumptions about
extensions on the underlying collateral.

Moody's modeled a fixed WARR of 13.6% compared to 16.6% at last
review.

Moody's modeled a MAC of 9.6% compared to 10.3% at last review.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012. Please see the
Credit Policy page on www.moodys.com for a copy of this
methodology.

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

The performance of the notes is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The servicing decisions of the master and special
servicer and surveillance by the operating advisor with respect to
the collateral interests and oversight of the transaction will
also affect the performance of the rated notes.

Moody's Parameter Sensitivities: Changes in any one or combination
of the key parameters may have rating implications on certain
classes of rated notes. However, in many instances, a change in
key parameter assumptions in certain stress scenarios may be
offset by a change in one or more of the other key parameters.
Rated notes are particularly sensitive to changes in recovery
rates of the underlying collateral and credit assessments. Holding
all other key parameters static, changing the recovery rate
assumption down from 13.6% to 3.6% would result in the average
modeled rating movement of 0 to 1 notch down on the rated notes
(eg. 1 notch downward implies Baa3 to Ba1). Holding all other key
parameters static, changing the recovery rate assumption up from
13.6% to 23.6% would result in the average modeled rating movement
of 0 notch on the rated notes (eg. 1 notch upward implies Ba1 to
Baa3).

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment given the weak pace of
recovery and commercial real estate property markets. Commercial
real estate property values are continuing to move in a modestly
positive direction along with a rise in investment activity and
stabilization in core property type performance. Limited new
construction and moderate job growth have aided this improvement.
However, a consistent upward trend will not be evident until the
volume of investment activity steadily increases for a significant
period, non-performing properties are cleared from the pipeline,
and fears of a Euro area recession are abated.


TABERNA PREFERRED: Moody's Hikes Rating on Cl. A-1A Notes to Caa1
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating on the following notes issued by Taberna Preferred Funding
VI, Ltd.:

U.S.$50,000,000 Class A-1A First Priority Senior Secured Floating
Rate Notes Due 2036 (current balance of $41,595,654.78 ), Upgraded
to Caa1 (sf); previously on April 28, 2010 Downgraded to Caa3
(sf);

U.S.$305,000,000 Class A-1B First Priority Delayed Draw Senior
Secured Floating Rate Notes Due 2036 (current balance of
$253,733,494.21 ), Upgraded to Caa1 (sf); previously on April 28,
2010 Downgraded to Caa3 (sf)

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of the resumption in interest payments on the
Class A-1A and Class A-1B Notes in May 2013 and the improvement in
the credit quality of the underlying portfolio.

The full pay-down of termination payments related to the out-of-
the-money interest rate swap in the transaction in May 2013 has
freed up interest proceeds to pay interest on the Class A-1A and
Class A-1B Notes (together, the "Class A1 Notes") that was
otherwise previously being used to pay the hedge counterparty. As
a result of the declaration of acceleration of the notes following
the Event of Default (EOD) in the transaction, all proceeds after
paying Class A-1A, Class A-1B and Class A-2 interest are currently
being used to pay down the principal of the Class A-1A and Class
A-1B Notes. As per the most recent trustee payment date report in
November 2013, Class A-1A and Class A-1B received about $3.5
million in principal pay-down from excess interest proceeds.
Accordingly, the notes are also expected to benefit from proceeds
from potential future redemptions of any assets in the underlying
portfolio, including 33.9% of the performing portfolio that will
mature before 2017.

Moody's notes that the key model inputs used in its analysis, such
as par, weighted average rating factor, and weighted average
recovery rate, may be different from the trustee's reported
numbers. In its base case, Moody's analyzed the underlying
collateral pool to have a performing par of $332.8 million,
defaulted/deferring par of $121.2 million, a weighted average
default probability of 44.58% (implying a WARF of 3282), Moody's
Asset Correlation of 18.83% and a weighted average recovery rate
upon default of 10%. In addition to the quantitative factors that
are explicitly modeled, qualitative factors are part of rating
committee considerations. Moody's considers the structural
protections in the transaction, recent deal performance under
current market conditions, the legal environment, and specific
documentation features. All information available to rating
committees, including macroeconomic forecasts, inputs from other
Moody's analytical groups, market factors, and judgments regarding
the nature and severity of credit stress on the transactions, may
influence the final rating decision.

Taberna Preferred Funding VI, Ltd, issued in 2006, is a
collateralized debt obligation backed by a portfolio of REITs
trust preferred securities (TruPS).

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating TRUP CDOs" published in May 2011.

Factors that Would Lead to an Upgrade or Downgrade of the Ratings

Moody's notes that this transaction is subject to a number of
factors and circumstances that could lead to either an upgrade or
downgrade of the ratings, as described below:

1) Macroeconomic uncertainty: TruPS CDOs performance may be
negatively impacted by uncertainties of credit conditions in the
general economy.

2) Portfolio credit risk: A better than expected credit
performance of the underlying assets collateralizing the
transaction, can lead to positive transaction performance.
Conversely, a weaker than expected credit performance of the
underlying portfolio can have adverse consequences on the
transaction's performance.

3) Deleveraging: An important source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds and excess interest proceeds will continue and at what
pace. A faster-than-anticipated pace of deleveraging may have
significant impact on the ratings of the notes.

4) Exposure to non-publicly rated assets: The deal is exposed to a
large number of securities whose default probabilities are
assessed through credit estimates. Moody's evaluates the
sensitivity of the ratings of the notes to the volatility of these
credit assessments.

Loss and Cash Flow Analysis

The transaction's portfolio was modeled using CDOROM v.2.10-15 to
develop the default distribution from which the Moody's Asset
Correlation parameter was obtained. This parameter was then used
as an input in a cash flow model using CDOEdge. CDOROM v.2.10-15
is available on moodys.com under Products and Solutions --
Analytical models, upon return of a signed free license agreement.

The portfolio of this CDO is mainly comprised of trust preferred
securities (TruPS) issued by small to medium sized REIT companies
that are generally not publicly rated by Moody's. To evaluate the
credit quality of REIT TruPS without public ratings, Moody's
relies on the assessment of Moody's REIT team based on the credit
analysis of the underlying REIT firms' annual statutory financial
reports.

Stress Scenarios

Moody's performed a number of sensitivity analyses of the results
to certain key factors driving the ratings. Moody's analyzed the
sensitivity of the model results to changes in the portfolio WARF
(representing an improvement or a deterioration in the credit
quality of the collateral pool), assuming that all other factors
are held equal. If the WARF is increased by 468 points from the
base case of 3282, the model-implied rating of the Class A-1 Notes
is one notch worse than the base case result. Similarly, if the
WARF is decreased by 332 points, the model-implied rating of the
Class A-1 Notes is one notch better than the base case result.


WELLS FARGO: Moody's Takes Action on $251MM of Prime Jumbo RMBS
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 16
tranches and upgraded the ratings of two tranches issued by Wells
Fargo. The tranches are backed by Prime Jumbo RMBS loans issued
between 2004 and 2006.

Complete rating actions are as follows:

Issuer: Wells Fargo Mortgage Backed Securities 2004-F Trust

Cl. A-7, Downgraded to Ba1 (sf); previously on Jul 24, 2013
Downgraded to Baa3 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2005-1 Trust

Cl. I-A-1, Downgraded to Baa3 (sf); previously on Jun 16, 2010
Downgraded to Baa1 (sf)

Cl. II-A-1, Downgraded to Baa3 (sf); previously on Jun 16, 2010
Downgraded to Baa2 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2005-14 Trust

Cl. I-A-6, Upgraded to Baa3 (sf); previously on Apr 2, 2013
Affirmed Ba3 (sf)

Cl. I-A-7, Upgraded to B1 (sf); previously on Apr 2, 2013 Upgraded
to Caa1 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2005-16 Trust

Cl. A-2, Downgraded to B1 (sf); previously on Apr 12, 2010
Downgraded to Ba2 (sf)

Cl. A-3, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Confirmed at B3 (sf)

Cl. A-4, Downgraded to Caa1 (sf); previously on Aug 23, 2012
Downgraded to B2 (sf)

Cl. A-5, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Confirmed at B3 (sf)

Cl. A-6, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Confirmed at B3 (sf)

Cl. A-7, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Confirmed at B3 (sf)

Cl. A-8, Downgraded to Ba3 (sf); previously on Apr 12, 2010
Downgraded to Baa3 (sf)

Cl. A-11, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Confirmed at B3 (sf)

Cl. A-12, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Confirmed at B3 (sf)

Cl. A-14, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Confirmed at B3 (sf)

Cl. A-18, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Confirmed at B3 (sf)

Cl. A-PO, Downgraded to Caa1 (sf); previously on Apr 12, 2010
Upgraded to B2 (sf)

Issuer: Wells Fargo Mortgage Backed Securities 2006-AR7 Trust

Cl. II-A-2, Downgraded to Caa2 (sf); previously on May 14, 2010
Downgraded to Caa1 (sf)

RATINGS RATIONALE

The rating downgrades are a result of deteriorating performance
and structural features resulting in higher expected losses for
the bonds than previously anticipated. The rating upgrades are due
to faster than expected pay down of the bonds.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013. Please see
the Credit Policy page on www.moodys.com for a copy of this
methodology.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012 . Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


WFRBS COMMERCIAL 2013-C18: Fitch Rates Class F Certs 'Bsf'
----------------------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to WFRBS Commercial Mortgage Trust 2013-C18 commercial
mortgage pass-through certificates:

-- $48,516,000 class A-1 'AAAsf'; Outlook Stable;
-- $103,340,000 class A-2 'AAAsf'; Outlook Stable;
-- $140,000,000 class A-3 'AAAsf'; Outlook Stable;
-- $170,000,000 class A-4 'AAAsf'; Outlook Stable;
-- $201,014,000 class A-5 'AAAsf'; Outlook Stable;
-- $63,699,000 class A-SB 'AAAsf'; Outlook Stable;
-- $70,062,000b class A-S 'AAAsf'; Outlook Stable;
-- $796,631,000* class X-A 'AAAsf'; Outlook Stable;
-- $72,657,000b class B 'AA-sf'; Outlook Stable;
-- $36,329,000b class C 'A-sf'; Outlook Stable;
-- $179,048,000b class PEX 'A-sf'; Outlook Stable;
-- $66,169,000a class D 'BBB-sf'; Outlook Stable;
-- $19,462,000a class E 'BBsf'; Outlook Stable;
-- $7,785,000a class F 'Bsf'; Outlook Stable.

* Notional amount and interest-only.
a Privately placed pursuant to Rule 144A.
b Class A-S, B and C certificates may be exchanged for class PEX
  certificates; and class PEX certificates may be exchanged for
  class A-S, B and C certificates.

Fitch does not rate the $38,923,637 class G. Since Fitch issued
its expected ratings on Dec. 10, 2013, the issuer provided
additional disclosure that one of the sponsors and property
manager for Sullivan Center, the sixth largest loan in the pool,
was indicted on federal criminal charges including seven counts of
bank fraud, one count of mail fraud, and five counts of making
false statements to banks. The indictment was filed on Dec. 12,
2013 and seeks forfeiture of $2,995,295 in alleged fraud proceeds.
While the indictment is new information, Fitch already highlighted
sponsor credit issues as a primary concern in its presale and
stressed its asset volatility score to address potential
volatility as a result of possible sponsor related issues. In
addition, the property manager has limited control to approve any
lease or any agreement involving more than $15,000. The property
manager may also be removed and replaced upon a conviction of
fraud. Therefore, this additional information did not change
Fitch's ratings for this transaction. The classes above reflect
the final ratings and deal structure at closing.

The certificates represent the beneficial ownership in the trust,
primary assets of which are 67 loans secured by 73 commercial
properties having an aggregate principal balance of approximately
$1.038 billion as of the cutoff date. The loans were contributed
to the trust by Wells Fargo Bank, National Association; The Royal
Bank of Scotland; Liberty Island Group I LLC; Basis Real Estate
Capital II LLC; NCB, FSB; UBS Real Estate Securities Inc.; and C-
III Commercial Mortgage LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 79.4% of the properties
by balance, cash flow analysis of 87.9%, and asset summary reviews
on 90.9% of the pool.

KEY RATING DRIVERS

Fitch Leverage: This transaction has leverage metrics that are
stronger than other recent Fitch-rated fixed-rate deals. The
pool's Fitch debt service coverage ratio (DSCR) and loan to value
(LTV) are 1.50x and 88.1%, respectively, compared with the first
half of 2013 (1H'13) averages of 1.36x and 99.8%. Excluding the 15
loans collateralized by cooperative housing (co-op) properties,
which comprise 4.2% of the pool, the Fitch DSCR and LTV are 1.34x
and 90.8%, respectively.

Concentrated Loan Size: The pool is highly concentrated by loan
size and sponsor, greater than the average transactions in 1H'13.
The top 10 loans represent 67% of the pool, which is greater than
the 1H'13 average concentration of 54.3%. The pool has a loan
concentration index (LCI) and sponsor concentration index (SCI) of
711 and 741, respectively, which represents one of the most
concentrated transactions in 2013.

Credit Opinion Loans: The largest loan in the pool, Garden State
Plaza (14.5%), has a Fitch credit opinion of 'AAAsf' on a stand-
alone basis. The loan is secured by a 2.2 million square foot (sf)
regional mall in Paramus, NJ. This loan is a pari passu portion of
a larger loan with the controlling interest held outside the
trust. The third largest loan in the pool (13.5%) has a Fitch
credit opinion of 'BBB-sf' on a stand-alone basis. The loan is
secured by The Outlet Collection | Jersey Gardens, a 1.3 million-
sf outlet mall located in Elizabeth, NJ. This loan has a pari
passu participation held outside the trust, though the servicing
of the loan will be governed by the pooling and servicing
agreement (PSA) of this transaction.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 8.5% below
the most recent net operating income (NOI) (for properties for
which historical NOI was provided, excluding properties that were
stabilizing during the most recent reporting period).
Unanticipated further declines in property-level NCF could result
in higher defaults and loss severity on defaulted loans, and could
result in potential rating actions on the certificates. Fitch
evaluated the sensitivity of the ratings assigned to WFRBS 2013-
C18 certificates and found that the transaction displays better
than average sensitivity to further declines in NCF. In a scenario
in which NCF declined a further 20% from Fitch's NCF, a downgrade
of the junior 'AAAsf' certificates to 'AA+sf' could result. In a
more severe scenario, in which NCF declined a further 30% from
Fitch's NCF, a downgrade of the junior 'AAAsf' certificates to
'A+sf' could result. The presale report includes a detailed
explanation of additional stresses and sensitivities on pages 79-
80.

The master servicers will be Wells Fargo Bank, National
Association and NCB, FSB, rated 'CMS1-' and 'CMS2-', respectively,
by Fitch. The special servicers will be Midland Loan Services, a
division of PNC Bank National Association, and NCB, FSB rated
'CSS1' and 'CSS3+', respectively, by Fitch.


* Moody's Takes Action on $990MM RMBS Issued 2005 to 2007
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 19
tranches and upgraded the ratings of eight tranches from 12
transactions backed by Alt-A and Option ARM loans, issued by
multiple issuers.

Complete rating actions are as follows:

Issuer: BCAPB LLC Trust 2007-AB1

Cl. A-1, Downgraded to Ca (sf); previously on Nov 11, 2010
Downgraded to Caa3 (sf)

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2005-4

Cl. A-3, Downgraded to Caa3 (sf); previously on Jun 16, 2010
Downgraded to Caa2 (sf)

Cl. A-6, Downgraded to Caa3 (sf); previously on Jun 16, 2010
Downgraded to Caa2 (sf)

Cl. A-X2, Downgraded to Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa2 (sf)

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2005-5

Cl. I-A-1, Downgraded to Caa1 (sf); previously on Jun 16, 2010
Downgraded to B2 (sf)

Cl. I-A-2, Downgraded to Caa1 (sf); previously on Jun 16, 2010
Downgraded to B2 (sf)

Cl. I-A-3, Downgraded to Caa2 (sf); previously on Jun 16, 2010
Confirmed at Caa1 (sf)

Cl. I-A-4, Downgraded to Caa2 (sf); previously on Jun 16, 2010
Downgraded to Caa1 (sf)

Cl. I-A-IO, Downgraded to Caa1 (sf); previously on Jun 16, 2010
Downgraded to B2 (sf)

Cl. II-A-1, Downgraded to Ca (sf); previously on Jun 16, 2010
Downgraded to Caa3 (sf)

Cl. II-A-2, Downgraded to Ca (sf); previously on Jun 16, 2010
Downgraded to Caa3 (sf)

Cl. II-A-IO, Downgraded to Ca (sf); previously on Jun 16, 2010
Downgraded to Caa3 (sf)

Cl. II-A-PO, Downgraded to Ca (sf); previously on Jun 16, 2010
Downgraded to Caa3 (sf)

Issuer: GMACM Mortgage Loan Trust 2005-AF1

Cl. IO, Downgraded to Caa1 (sf); previously on Jul 19, 2011
Confirmed at B3 (sf)

Issuer: Structured Asset Securities Corp Trust 2005-6

Cl. 2-A1, Downgraded to B1 (sf); previously on Aug 27, 2012
Downgraded to Ba2 (sf)

Cl. AX, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Cl. PAX, Downgraded to B1 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR15

Cl. A-1A1, Upgraded to B2 (sf); previously on Dec 3, 2010
Downgraded to Caa1 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR17

Cl. A-1B2, Upgraded to Caa1 (sf); previously on Dec 3, 2010
Downgraded to Caa3 (sf)

Cl. A-1B3, Upgraded to Caa1 (sf); previously on Dec 3, 2010
Downgraded to Caa3 (sf)

Cl. X, Upgraded to Caa1 (sf); previously on Dec 3, 2010 Downgraded
to Caa3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR11

Cl. CA-1B2, Downgraded to C (sf); previously on Dec 3, 2010
Downgraded to Ca (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR19
Trust

Cl. 1A-1A, Upgraded to B3 (sf); previously on Dec 30, 2010
Downgraded to Caa2 (sf)

Cl. 2A, Upgraded to B3 (sf); previously on Dec 30, 2010 Downgraded
to Caa1 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR3

Cl. A-1A, Upgraded to Ba3 (sf); previously on Aug 17, 2012
Upgraded to B3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR4

Cl. 1A-1A, Upgraded to Ba1 (sf); previously on Dec 15, 2010
Downgraded to B1 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR7

Cl. 3A, Downgraded to Caa1 (sf); previously on Dec 3, 2010
Downgraded to B2 (sf)

RATINGS RATIONALE

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The ratings downgraded are largely due to higher loss
expectation and the erosion of credit support as the tranches pay
down or incur losses. The upgrade actions are due to improving
performance and level of enhancement available for those bonds.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013. Please see
the Credit Policy page on www.moodys.com for a copy of this
methodology.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012 . Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance.
Moody's expects house prices to continue to rise in 2014. Lower
increases than Moody's expects or decreases could lead to negative
rating actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures. Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


* Moody's Takes Action on $249MM Alt A & Option ARM RMBS
--------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
tranches and upgraded the rating of one tranche from three
transactions backed by Alt-A and Option ARM loans, issued by
multiple issuers.

Complete rating actions are as follows:

Issuer: GSR Mortgage Loan Trust 2006-OA1

Cl. 2-A-1, Downgraded to B1 (sf); previously on Aug 28, 2013
Confirmed at Ba1 (sf)

Issuer: HarborView Mortgage Loan Trust 2007-3

Cl. 2A-1A, Upgraded to Caa1 (sf); previously on Dec 5, 2010
Downgraded to Caa3 (sf)

Issuer: RAMP Series 2005-SL1 Trust

Cl. A-I, Downgraded to B2 (sf); previously on Jul 19, 2011
Confirmed at Ba3 (sf)

Cl. A-II, Downgraded to B3 (sf); previously on Jul 19, 2011
Confirmed at B1 (sf)

Cl. A-IV, Downgraded to Caa1 (sf); previously on Jul 19, 2011
Confirmed at B2 (sf)

Cl. A-IO, Downgraded to B2 (sf); previously on Jul 19, 2011
Confirmed at Ba3 (sf)

RATINGS RATIONALE

The actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The upgrade action is due to improving performance and
the enhancement available to the bond.

The downgrade actions are primarily due to increased loss
expectation on the underlying pools, the increase in levels of
undercollateralization to the bonds; and the erosion of credit
support as the bonds pay down or incur losses.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013.

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

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment
rate. The unemployment rate fell to 7.0% in November 2013 from
7.8% in November 2012 . Moody's forecasts an unemployment central
range of 6.5% to 7.5% for the 2014 year. Deviations from this
central scenario could lead to rating actions in the sector.House
prices are another key driver of US RMBS performance. Moody's
expects house prices to continue to rise in 2014. Lower increases
than Moody's expects or decreases could lead to negative rating
actions.Finally, performance of RMBS continues to remain highly
dependent on servicer procedures. Any change resulting from
servicing transfers or other policy or regulatory change can
impact the performance of these transactions.


* S&P Withdraws Ratings on Nine Classes from 7 CDO Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on one
class from Rutland Rated Investments series DRYDEN06-2, a
synthetic corporate investment-grade collateralized debt
obligation (CDO) transaction.  At the same time, S&P withdrew its
ratings on eight classes from six synthetic CDO transactions
backed by commercial mortgage backed securities (CMBS).

The rating withdrawal on Rutland Rated Investments series
DRYDEN06-2 follows the receipt of an unwind notice.

The rating withdrawals on the eight classes (from six synthetic
CDO transactions backed by CMBS) are based on a lack of timely
information.

RATINGS WITHDRAWN

Calculus CMBS Resecuritization Trust
Series 2006-8
                            Rating
Class               To                  From
TrustUnits          NR                  CCC- (sf)

Calculus CMBS Resecuritization Trust
Series 2006-9
                            Rating
Class               To                  From
TrustUnits          NR                  CCC- (sf)

Calculus CMBS Resecuritization Trust
Series 2007-1
                            Rating
Class               To                  From
Units               NR                  CCC- (sf)

Calculus CMBS Resecuritization Trust
Series 2007-2
                            Rating
Class               To                  From
V Units             NR                  CCC- (sf)

Credit Default Swap
Reference No. 06ML23332A
                            Rating
Class               To                  From
06ML23332A          NR                  CCC+srp (sf)

Rutland Rated Investments
Series DRYDEN06-2
                            Rating
Class               To                  From
A1A-$LS             NR                  A- (sf)/Watch Pos

STEERS High-Grade CMBS Resecuritization Trust
Series 2006-1, 2, and 3
                            Rating
Class               To                  From
2006-1              NR                  CCC+ (sf)
2006-2              NR                  CCC+ (sf)
2006-3              NR                  CCC+ (sf)

NR-Not rated.


                             *********

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
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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
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Don't be fooled.  Assets, for example, reported at historical cost
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

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
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Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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