TCR_Public/140518.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, May 18, 2014, Vol. 18, No. 136

                            Headlines

ACA CLO 2007-1: Moody's Affirms 'Ba2' Rating on Class D Notes
AJAX TWO LIMITED: Moody's Affirms Caa3 Rating on Class C Notes
ALESCO PREFERRED II: Moody's Hikes Rating on 2 Notes to 'Caa3'
AMERICA FUNDING 2005-6: Moody's Cuts Rating on 2 Notes to Caa1
ASHFORD CDO I: S&P Raises Rating on Class B-1L Notes to BB+

AOZORA RE 2014-1: S&P Assigns 'BB' Rating on 2 Note Classes
ATRIUM III: S&P Raises Rating on 2 Note Classes From B+
BANC OF AMERICA 2005-5: Moody's Affirms C Rating on Cl. J Certs
BEAR STEARNS 2001-TOP4: Moody's Affirms 'Caa1' Rating on 2 Secs.
BLUE HILL: S&P Affirms 'BB-' Rating on Class E Notes

CAPITAL FUNDING V: Moody's Hikes Rating on 3 Note Classes
CENT CLO 19: S&P Affirms 'BB' Rating on Class D Notes
COMMERCIAL MORTGAGE 1999-C1: Moody's Cuts X Certs' Rating to Caa3
COMMERCIAL MORTGAGE 2013-CCRE8: Moody's Affirms Rating on F Certs
COMM 2014-CCRE17: Fitch Assigns 'BB-' Rating on Class F Notes

COMM 2014-CCRE17: Moody's Assigns B2 Rating on Cl. E Certificate
CREDIT SUISSE 1997-C1: Moody's Cuts A-X Certs Rating to 'Caa2'
CREDIT SUISSE 2001-CKN5: Moody's Affirms C Rating on Cl. H Certs
CWABS INC 2003: Moody's Takes Action on $216MM Subprime RMBS
FIRST UNION 1999-C2: Moody's Cuts Cl. IO Certs' Rating to 'Caa2'

FOURTH STREET: Fitch Lowers Rating on 3 Note Classes to 'D'
GANNETT PEAK CLO: Moody's Hikes Rating on 2 Note Classes to 'Ba2'
GE CAPITAL 2001-1: Fitch Raises Rating on Class H Notes to 'BB'
GMAC COMMERCIAL 1999-C3: Moody's Affirms Caa3 Rating on X Certs
GRAND PACIFIC 2005-1: S&P Affirms 'B' Rating on Class B Notes

GREENWICH CAPITAL 2003-C2: Moody's Cuts XC Certs Rating to 'B3'
HILDENE CLO II: Moody's Assigns (P)Ba3 Rating on Class E Notes
JP MORGAN 2002-CIBC5: Moody's Hikes Rating on Cl. K Certs. to Ba2
JP MORGAN 2004-C1: Moody's Hikes Rating on Cl. M Certs to 'Caa1'
LB-UBS COMMERCIAL 2004-C2: Moody's Cuts X-CL Certs Rating to Caa2

LIGHTPOINT CLO V: Moody's Hikes Rating on Class D Notes to Ba3
LONGPORT FUNDING: Moody's Confirms Caa3 Rating on Cl. A-1 Notes
LSTAR COMMERCIAL 2011-1: Moody's Affirms B2 Rating on Cl. F Certs
LSTAR COMMERCIAL 2014-2: DBRS Finalizes Cl. F Certs Rating at 'BB'
MADISON PARK XII: Moody's Assigns (P)Ba3 Rating on Cl. E Notes

MAGNETITE VIII: Moody's Assigns Ba3 Rating on $36.8MM Notes
MARATHON CLO VI: S&P Assigns 'BB' Rating on Class D Notes
MERRILL LYNCH 2004-KEY2: Fitch Affirms CCC Rating on Class D Notes
MORGAN STANLEY 2002-TOP7: Moody's Affirms C Rating on Cl. L Certs
MORGAN STANLEY 2003-IQ6: Moody's Cuts Cl. X-1 Certs Rating to B3

MORGAN STANLEY 2006-8AR: Moody's Affirms 16 Tranches of RMBS Debt
MORTGAGEIT TRUST 2005-5: Moody's Ups Rating on A-2 Notes to Caa1
MSIM PECONIC: S&P Affirms 'B+' Rating on Class E Notes
OCTAGON INVESTMENT XVIII: S&P Affirms BB Rating on Class D Notes
PACIFIC SHORES: Moody's Raises Rating on 2 Note Classes to Caa1

PREFERRED TERM XXVIII: Moody's Hikes Cl. B Notes Rating to Caa1
RALI TRUST 2004-QA2: Moody's Hikes Cl. M-1 Tranche Rating to B2
REDZED TRUST 2014-1: S&P Assigns 'BB' Rating on Class E Notes
ROSEDALE CLO: Moody's Affirms B1 Rating on Class E Notes
RFC CDO 2007-1: Moody's Lowers Rating on Class B Notes to 'C'

SALOMON BROTHERS 2000-C2: Moody's Affirms Caa3 Rating on X Certs
SOVEREIGN COMMERCIAL 2007-C1: Moody's Hikes D Certs Rating to B3
SIERRA CLO II: Moody's Hikes Rating on Cl. B-2L Notes to 'Ba2'
ST. JAMES RIVER: S&P Affirms 'B+' Rating on Class E Notes
STRUCTURED ASSET 2005-1: S&P Affirms 'CCC' Rating on Certificates

SYMPHONY CLO II: Moody's Hikes Rating on Class D Notes to 'Ba2'
TELOS CLO 2006-1: Moody's Affirms 'Ba2' Rating on Class E Notes
UBS COMMERCIAL 2007-FL1: Moody's Cuts Cl. X Certs Rating to B3
WACHOVIA BANK 2005-C18: Moody's Cuts Rating on Class H Certs to C
WAMU 2006: Moody's Takes Action on $958MM RMBS From 3 2006 Series

WASHINGTON MILL: Moody's Affirms B2 Rating on Class F Notes
WFRBS COMMERCIAL 2012-C7: Moody's Affirms B2 Rating on G Certs
WHITEHORSE VIII: Moody's Assigns B2 Rating on Class F Notes

* Moody's Takes Action on $580MM of Subprime RMBS
* Moody's Takes Action on $317 Alt-A RMBS Issued 2004-2005
* Moody's Takes Action on $298MM of Issued 2004-2007
* Moody's Takes Action on $54MM RMBS Issued 2002 to 2005
* Moody's Takes Action on $130MM Alt-A RMBS Issued in 2005

* Moody's Takes Action on $65MM RMBS Issued by Various Trusts
* Moody's Takes Action on $122MM RMBS Issued by Various Trusts
* Moody's Takes Action on $61MM 2nd Lien RMBS Issued 2001-2005
* Moody's Hikes Rating on Potamac 2007-1 & CPORTS 2007-1 Secs.
* S&P Lowers Ratings on 19 Classes From 14 U.S. RMBS to 'D(sf)'

* S&P Affirms 41 Classes From 10 CPS-Related Transactions

* Fitch Says U.S. CMBS Delinquencies Hold Steady in April


                             *********


ACA CLO 2007-1: Moody's Affirms 'Ba2' Rating on Class D Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by ACA CLO 2007-1 Limited:

$259,000,000 Class A Floating Rate Notes due June 15, 2022,
Upgraded to Aaa (sf); previously on August 24, 2011 Upgraded to
Aa1 (sf)

$19,250,000 Class B Floating Rate Notes due June 15, 2022,
Upgraded to Aa3 (sf); previously on August 24, 2011 Upgraded to A2
(sf)

$15,750,000 Class C Deferrable Floating Rate Notes due June 15,
2022, Upgraded to Baa1 (sf); previously on August 24, 2011
Upgraded to Baa2 (sf)

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

$14,875,000 Class D Deferrable Floating Rate Notes due June 15,
2022, Affirmed Ba2 (sf); previously on August 24, 2011 Upgraded to
Ba2 (sf)

$14,000,000 Class E Deferrable Floating Rate Notes due June 15,
2022 (current outstanding balance of $10,964,769), Affirmed B1
(sf); previously on August 24, 2011 Upgraded to B1 (sf)

ACA CLO 2007-1 Limited, issued in June 2007, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans. The transaction's reinvestment period will end in
July 2014.

Ratings Rationale

These rating actions reflect the benefit of the short period of
time remaining before the end of the deal's reinvestment period in
July 2014. In light of the reinvestment restrictions during the
amortization period, and therefore the limited ability of the
manager to effect significant changes to the current collateral
pool, Moody's analyzed the deal assuming a higher likelihood that
the collateral pool characteristics will maintain a positive
buffer relative to certain covenant requirements. In particular,
Moody's assumed that the deal will benefit from a higher spread
compared to the levels during the last rating review. Moody's
modeled a WAS of 3.07% compared to the covenant level of 2.55%.

Methodology Used for the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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 commence 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.

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% (2015)

Class A: 0

Class B: +3

Class C: +3

Class D: +1

Class E: +1

Moody's Adjusted WARF + 20% (3023)

Class A: -1

Class B: -2

Class C: -2

Class D: -1

Class E: -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 February 2014.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $326 million, defaulted par
of $7.8 million, a weighted average default probability of 17.58%
(implying a WARF of 2519), a weighted average recovery rate upon
default of 48.56%, a diversity score of 72 and a weighted average
spread of 3.07%.

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 addition, Moody's assessed
alternative recovery prospects for CLO securities. Although these
alternative recovery assumptions are generally derived from those
presented in Moody's methodology for rating Structured Finance CDO
they may vary based on the specifics of the analysis of the
transaction. In each case, historical and market performance and
the collateral manager's latitude for trading the collateral are
also factors.


AJAX TWO LIMITED: Moody's Affirms Caa3 Rating on Class C Notes
--------------------------------------------------------------
Moody's Investors Service has affirmed the rating on the following
notes issued by Ajax Two Limited.

Cl. C Floating Rate Notes, Due 2032, Affirmed Caa3 (sf);
previously on Aug 8, 2013 Affirmed Caa3 (sf)

Ratings Rationale

Moody's has affirmed a rating on the transaction because its key
transaction metrics are commensurate with existing ratings. The
deterioration in Moody's WARF and WARR is offset by the re-
direction of interest as principal resulting from par value tests
and lower than expected defaults and losses. The actions are the
result of Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO and Re-REMIC)
transactions.

Ajax Two Limited is a static cash transaction backed by a
portfolio ofasset backed securities (ABS) (67.8% of the pool
balance) and commercial mortgage backed securities (CMBS) (32.2%).
As of the April 8, 2014 trustee report, the aggregate note balance
of the transaction, including Preferred Shares is $28.2 million
compared to $383.9 million at issuance; due to a combination of
pre-payments and regular amortisation, recoveries from defaulted
collateral, and principal proceeds resulting from the failure of
certain par value and interest coverage tests.

Eight assets with a par balance of $18.1 million (71.3% of the
pool balance) were listed as defaulted securities as of the April
8, 2014 trustee report. Moody's expects moderate/high losses to
occur on these assets once they are realized.

Moody's has identified the following as key indicators of the
expected loss in CRE CDO transactions: the weighted average rating
factor (WARF), the weighted average life (WAL), the weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
Moody's typically models these 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.
Moody's has updated its assessments for the collateral it does not
rate. The rating agency modeled a bottom-dollar WARF of 8095,
compared to 5646 at last review. The current ratings on the
Moody's-rated collateral and the assessments of the non-Moody's
rated collateral follow: Aaa-Aa3 (0.0% compared to 24.7% at last
review); A1-A3 (17.8% compared to 0.0% at last review); Baa1-Baa3
(0.0% compared to 18.3% at last review); and Caa1-Ca/C (82.2%
compared to 57.0% at last review).

Moody's modeled a WAL of 2.4 years, compared to 2.8 years at last
review. The current WAL is based on assumptions about extensions
on the underlying loans.

Moody's modeled a fixed WARR of 3.6%, compared to 17.9% at last
review.

Moody's modeled a MAC of 100.0%, same as 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 March 2014.

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

The performance of the notes is subject to uncertainty, because it
is sensitive to the performance of the underlying portfolio, which
in turn depends on economic and credit conditions that are subject
to 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 to any one or more of the
key parameters could have rating implications for some of the
rated notes, although a change in one key parameter assumption
could be offset by a change in one or more of the other key
parameter assumptions. The rated notes are particularly sensitive
to changes in the recovery rates of the underlying collateral and
credit assessments. Increasing the recovery rate assumption from
3.6% to 13.6% would result in an average modeled rating movement
on the rated notes of zero to one notch up (e.g., one notch up
implies a ratings movement of Ba1 to Baa3).

The primary sources of uncertainty in Moody's assumptions are the
extent of growth in the current macroeconomic environment given
the weak recovery and commercial real estate property markets.
Commercial real estate property values continue to improve
modestly, 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, sustained growth will not be possible until investment
increases steadily for a significant period, non-performing
properties are cleared from the pipeline and fears of a euro area
recession abate.


ALESCO PREFERRED II: Moody's Hikes Rating on 2 Notes to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Alesco Preferred Funding II. Ltd.:

$150,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes due January 2034 (current balance of $53,385,129),
Upgraded to Aa1 (sf); previously on May 28, 2013 Upgraded to
Aa2(sf)

$66,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes due January 2034, Upgraded to A1 (sf); previously on
May 28, 2013 Upgraded to A2 (sf)

$64,300,000 Class B-1 Mezzanine Secured Floating Rate Notes due
January 2034 (current balance of $66,945,807, including deferred
interest), Upgraded to Caa3 (sf); previously on May 28, 2013
Affirmed Ca (sf)

$40,000,000 Class B-2 Mezzanine Secured Fixed/Floating Rate
Notes due January 2034 (current balance of $41,645,914,
including deferred interest), Upgraded to Caa3 (sf); previously
on May 28, 2013 Affirmed Ca (sf)

Alesco Preferred Funding II. Ltd., issued in December 2003, is a
collateralized debt obligation backed by a portfolio of bank trust
preferred securities (TruPS).

Ratings Rationale

The rating actions are primarily a result of the deleveraging of
the Class A-1 notes, an increase in the transaction's over-
collateralization ratios, and the improvement in the credit
quality of the underlying portfolio since the last rating action
in May 2013.

The Class A-1 notes have paid down by approximately 35% or $28.8
million since May 2013, using principal proceeds and the diversion
of excess interest proceeds. Principal proceeds resulted from the
redemption at par of two assets with a notional of $10 million
each (in July and November 2013), and from $5.7 million of
unscheduled recoveries from a defaulted asset that were received
between June and November of 2013. The Class A-1 notes' par
coverage has thus improved to 362.7% from 256.2% since May 2013,
by Moody's calculations. Based on the trustee's April 2014 report,
the over-collateralization ratios of Class A notes and Class B
notes are 162.1% and 85.1%, respectively, compared to April 2013
levels of 140.2% and 82.7%, respectively. The Class A-1 notes will
continue to benefit from the diversion of excess interest, the use
of proceeds from redemptions of any assets in the collateral pool,
and unscheduled recoveries on defaulted assets.

The deal has also benefited from improvement in the credit quality
of the underlying portfolio. According to Moody's calculations,
the weighted average rating factor (WARF) improved to 933, from
1000 in May 2013. The total par amount that Moody's treated as
having defaulted or deferring declined to $34.5 million from $37.5
million on May 2013. Since the last rating action, one previously
deferring bank with a total par of $3.0 million has resumed making
interest payments on its TruPS.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, and weighted average recovery
rate, are based on its methodology and could differ from the
trustee's reported numbers. In its base case, Moody's analyzed the
underlying collateral pool has having a performing par of $193.6
million, defaulted/deferring par of $34.5 million, a weighted
average default probability of 19.10% (implying a WARF of 933), a
Moody's Asset Correlation of 21.74%, and a weighted average
recovery rate upon default of 10.0%. In addition to the
quantitative factors Moody's explicitly models, qualitative
factors are part of rating committee considerations. Moody's
considers the structural protections in the transaction, the risk
of 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, can
influence the final rating decision.


AMERICA FUNDING 2005-6: Moody's Cuts Rating on 2 Notes to Caa1
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches backed by Prime Jumbo RMBS loans, issued by Banc of
America Funding 2005-6 Trust, Mortgage Pass-Through Certificates,
Series 2005-6. Complete rating actions are as follows:

Issuer: Banc of America Funding 2005-6 Trust, Mortgage Pass-
Through Certificates, Series 2005-6

Cl. 2-A-8, Downgraded to Caa1 (sf); previously on Apr 30, 2010
Downgraded to B2 (sf)

Cl. 30-IO, Downgraded to Caa1 (sf); previously on Oct 25, 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 rating actions also reflect updates and corrections
to the cash-flow model used by Moody's in rating this transaction.
The changes pertain to the calculation of the senior percentage
post subordination depletion, the allocation of principal to
Classes 2A4, 2A9, and 2A10, and the allocation of principal to
Class 30-PO .

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 6.7% in March 2014 from 7.5%
in March 2013. 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.


ASHFORD CDO I: S&P Raises Rating on Class B-1L Notes to BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of notes from Ashford CDO I Ltd., a U.S. collateralized
debt obligation (CDO) of asset-backed securities transaction, and
removed them from CreditWatch, where S&P placed them with positive
implications on Jan. 24, 2014.

Ashford CDO I is a cash flow CDO transaction backed primarily by
collateralized loan obligation tranches that were originated
before 2007.

S&P raised its ratings on the notes following an increase in
credit support.

The transaction has continued to pay down its notes sequentially.
Since S&P's August 2013 rating actions, the class A-1LA notes have
been paid in full and the class A-1LB notes have begun to
amortize.

The current balance of the class A-1LB notes is $4.7 million,
about 15% of its original balance.  The transaction currently has
about $7.6 million in principal cash (per the April 2014 monthly
trustee report), so it is likely that the class A-1LB notes will
be fully paid down in the June 2014 payment period.

As a result of the senior notes' reduced balance, all of the other
classes' overcollateralization (O/C) ratios have increased.  Per
the April 2014 monthly trustee report, the class A and B O/C
ratios were 141.53% and 112.99% respectively, up from 126.32% and
104.11% in the July 2013 monthly trustee report (which S&P used
for its August 2013 analysis).

In addition, the portfolio's credit quality improved during this
period, which in turn increased the cushion available to support
the ratings at their previous levels.

S&P's review of this transaction included a cash flow analysis to
estimate future performance, based on the portfolio and
transaction as reflected in the aforementioned trustee report.  In
line with S&P's criteria, its cash flow scenarios applied forward-
looking assumptions on the expected default timing, pattern, and
recoveries under various interest rate and macroeconomic
scenarios.  In addition, S&P's analysis considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches.  The results of the cash
flow analysis demonstrated, in S&P's view, that all of the rated
outstanding classes have adequate credit enhancement available at
the rating levels associated with this rating action.

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

RATINGS RAISED AND REMOVED FROM CREDITWATCH

Ashford CDO I Ltd.

                      Rating
Class             To          From
A-1LB             AAA (sf)    A+ (sf)/Watch Pos
A-2L              AA- (sf)    BBB+ (sf)/Watch Pos
A-3L              BBB+ (sf)   BB+ (sf)/Watch Pos
B-1L              BB+ (sf)    B+ (sf)/Watch Pos


AOZORA RE 2014-1: S&P Assigns 'BB' Rating on 2 Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB(sf)' preliminary ratings to the Series 2014-1 Class A and
Class B notes to be issued by Aozora Re Ltd.  The notes provide
indemnity coverage to Sompo Japan Nipponkoa Insurance Inc. (the
ceding insurer) for losses from typhoons (including windstorm and
flood) on a per-occurrence basis.  The notes have the same
attachment and exhaustion points, with the only difference being
the currency in which each class is denominated.  This is the
first catastrophe bond rated by Standard & Poor's providing
indemnity coverage for losses from typhoon in Japan.

The preliminary ratings are based on the lowest of the natural-
catastrophe (nat-cat) risk factor ('BB') for each class of notes,
the rating on the assets in the collateral accounts ('AAAm') for
the class A notes and class B notes, and the rating on the ceding
insurer.

When determining the nat-cat risk factor, S&P bases its analysis
on the probability of attachment.  This transaction has a variable
reset feature that allows the ceding insurer to adjust the modeled
expected loss within a range of 0.52% to 1.04% at each reset date.
The probability of attachment based on the maximum expected loss
is 1.15% and is the probability of attachment used to determine
the nat-cat risk factor.  This spread of 11 basis points between
the maximum expected loss (1.04%) and probability of attachment
(1.15%) is based on the initial modeled results and may change at
reset.  However, S&P expects any changes to be within two or three
basis points.  The initial probabilities of attachment and
exhaustion are 0.57% and 0.49%, respectively.

In adjusting the modeled probability of attachment S&P considered
the transactions strengths, concerns, and mitigating factors.  As
a result of certain concerns, the adjustment made to the
probability of attachment was greater than the 20% indicative
stress level set forth in our criteria.

RATINGS LIST

Aozora Re Ltd.
Series 2014-1 Notes
  Class A                               BB(sf) (prelim)
  Class B                               BB(sf) (prelim)


ATRIUM III: S&P Raises Rating on 2 Note Classes From B+
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, D-1, and D-2 notes from Atrium III, a U.S. collateralized
loan obligation transaction managed by CSFB Alternative Capital
Inc.  At the same time, S&P affirmed its 'AAA (sf)' ratings on the
class A-1, A-2a, and A-2b notes.  Additionally, S&P removed its
ratings on the class B and C notes from CreditWatch, where it
placed them with positive implications on Feb. 21, 2014.

The upgrades mainly reflect paydowns to the class A-1 notes and a
subsequent increase in the overcollateralization (O/C) available
to support the notes since S&P's October 2013 rating actions.  The
transaction has paid down the class A-1 notes by approximately
$21.9 million, reducing them to 1.82% of their original balance.
S&P expects the class A-1 notes to continue paying down because
the transaction's reinvestment period ended in November 2010.

S&P's analysis considered Atrium III's long-dated assets
(underlying securities that mature after the transaction's stated
maturity), which constituted 65.40% of the underlying portfolio
according to the March 2014 trustee report.  S&P also factored in
the potential market value or settlement-related risk arising from
the remaining securities' potential liquidation on the
transaction's legal final maturity date.  This sensitivity
analysis was a limited factor in rating actions.

The upgrades also reflect an improvement in the O/C available to
support the notes, primarily due to the aforementioned paydowns.
The trustee reported the following O/C ratios in the March 2014
monthly report:

   -- The class A O/C ratio was 389.01%, compared with 241.39%
      reported in August 2013;

   -- The class B O/C ratio was 199.13%, compared with 163.87%
      reported in August 2013;

   -- The class C O/C ratio was 158.84%, compared with 140.43%
      reported in August 2013; and

   -- The class D O/C ratio was 139.96%, compared with 128.21%
      reported in August 2013.

S&P affirmed its 'AAA (sf)' ratings on the class A-1, A-2a, and A-
2b notes to reflect the available credit support at the current
rating levels.

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

RATINGS LIST

Atrium III
                     Rating
Class   Identifier   To         From
A-1     049629AA6    AAA (sf)   AAA (sf)
A-2a    049629AB4    AAA (sf)   AAA (sf)
A-2b    049629AC2    AAA (sf)   AAA (sf)
B       049629AD0    AAA (sf)   AA (sf)/Watch Pos
C       049629AE8    AA (sf)    BB+ (sf)/Watch Pos
D-1     049629AF5    BBB (sf)   B+ (sf)
D-2     049629AG3    BBB (sf)   B+ (sf)


BANC OF AMERICA 2005-5: Moody's Affirms C Rating on Cl. J Certs
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on four classes
and affirmed eight classes in Banc of America Commercial Mortgage
Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-5
as follows:

Cl. A-4, Affirmed Aaa (sf); previously on May 17, 2013 Affirmed
Aaa (sf)

Cl. A-M, Affirmed Aaa (sf); previously on May 17, 2013 Affirmed
Aaa (sf)

Cl. A-J, Upgraded to Aa2 (sf); previously on May 17, 2013 Affirmed
Aa3 (sf)

Cl. B, Upgraded to A1 (sf); previously on May 17, 2013 Affirmed A3
(sf)

Cl. C, Upgraded to A2 (sf); previously on May 17, 2013 Affirmed
Baa1 (sf)

Cl. D, Upgraded to Baa2 (sf); previously on May 17, 2013 Affirmed
Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on May 17, 2013 Affirmed Ba2
(sf)

Cl. F, Affirmed B2 (sf); previously on May 17, 2013 Affirmed B2
(sf)

Cl. G, Affirmed Caa1 (sf); previously on May 17, 2013 Affirmed
Caa1 (sf)

Cl. H, Affirmed Ca (sf); previously on May 17, 2013 Affirmed Ca
(sf)

Cl. J, Affirmed C (sf); previously on May 17, 2013 Affirmed C (sf)

Cl. XC, Affirmed Ba3 (sf); previously on May 17, 2013 Affirmed Ba3
(sf)

Ratings Rationale

The ratings on P&I classes A-J through D were upgraded primarily
due to an increase in credit support since Moody's last review,
resulting from paydowns and amortization, as well as Moody's
expectation of additional increased credit support resulting from
the payoff of loans approaching maturity that are well positioned
for refinance. The pool has paid down by 6% since Moody's last
review. In addition, loans constituting 63% of the pool that have
debt yields exceeding 10.0% are scheduled to mature within the
next 18 months.

The ratings on P&I classes A-4, A-M, E and F were affirmed because
the transaction's key metrics, including Moody's loan-to-value
(LTV) ratio, Moody's stressed debt service coverage ratio (DSCR)
and the transaction's Herfindahl Index (Herf), are within
acceptable ranges. The ratings on P&I classes G through J were
affirmed because the ratings are consistent with Moody's expected
loss.

The rating on the IO class, Class XC, was affirmed based on the
credit performance (or the weighted average rating factor or WARF)
of the referenced classes.

Moody's rating action reflects a base expected loss of 4.0% of the
current balance compared to 5.2% at Moody's last review. Moody's
base expected loss plus realized losses is now 6.1% of the
original pooled balance, compared to 6.7% at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade credit assessments with the conduit model credit
enhancement for an overall model result. Moody's incorporates
negative pooling (adding credit enhancement at the credit
assessment level) for loans with similar credit assessments in the
same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 27 compared to 32 at Moody's last review.

Deal Performance

As of the May 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 34% to $1.29
billion from $1.96 billion at securitization. The certificates are
collateralized by 80 mortgage loans ranging in size from less than
1% to 7.3% of the pool, with the top ten loans constituting 50% of
the pool. One loan, constituting 4% of the pool, has an
investment-grade structured credit assessment. Seven loans,
constituting 5% of the pool, have defeased and are secured by US
government securities.

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

Nine loans have been liquidated at a loss from the pool, resulting
in an aggregate realized loss of $68 million (for an average loss
severity of 26%). One loan, the Huntington Parking Garage Loan
($13 million 1.0% of the pool), is currently in special servicing.
This loan is secured by 1,130 stall parking garage located in
Cleveland, Ohio. The loan transferred to special servicing in June
2013 due to imminent default. The garage is in need of almost $2.5
million of immediate repairs as per a December 2013 property
condition report. The borrower and the special servicer are
negotiating a potential loan modification.

Moody's has assumed a high default probability for five poorly
performing loans, constituting 6% of the pool, and has estimated
an aggregate loss of $16 million (a 19% expected loss based on a
50% probability default) from these troubled loans.

Moody's received full year 2012 operating results for 95% of the
pool, and full or partial year 2013 operating results for 91% of
the pool. Moody's weighted average conduit LTV is 96% compared to
97% at Moody's last review. Moody's conduit component excludes
loans with structured credit assessments, defeased loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 12% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.2%.

Moody's actual and stressed conduit DSCRs are 1.52X and 1.11X,
respectively, compared to 1.51X and 1.08X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The loan with a structured credit assessment is the Torre Mayor
Loan ($50 million -- 3.9% of the pool), which is secured by an
828,800 square foot (SF) Class A office building in Mexico City,
Mexico. The loan represents a pari passu interest in a $101
million senior note. There is also a subordinate $18.5 million
note held outside the trust. The property was essentially 100%
leased as of December 2013 compared to 99% leased at last review.
Moody's current structured credit assessment and stressed DSCR are
a1(sca.pd) and 2.30X, respectively, compared to a1 (sca.pd) and
2.71X at last review.

The top three conduit loans represent 21% of the pool. The largest
conduit loan is the Sotheby's Building Loan ($95 million -- 7.3%
of the pool), which is secured by a 406,000 SF office building
located in New York City. The loan represents a pari passu
interest in a $199 million senior loan. The property is 100%
leased to Sotheby's (Moody's senior unsecured rating Ba3, stable
outlook) through December 2022 with two, ten-year renewal options.
Moody's utilized a Lit/Dark scenario in its analysis to account
for the single tenant risk. Moody's LTV and stressed DSCR are 88%
and 1.05X, respectively, compared to 94% and 0.97X at last review.

The second largest conduit loan is the Wateridge Office Park Loan
($85 million -- 6.6% of the pool), which is secured by a 513,000
SF office complex located in Los Angeles, California. The property
was 79% leased as of February 2014 compared to 80% as of December
2012. The largest tenant at last review, Bae Systems (29% of net
rentable area or NRA), reduced its footprint to approximately 2%
of NRA. The sponsor was able to maintain property occupancy near
80% despite Bae Systems' space reduction. Moody's LTV and stressed
DSCR are 138% and 0.72X, respectively, compared 146% and 0.69X at
last review.

The third largest loan is the Sunroad Corporate II Loan ($85
million --6.6% of the pool), which is secured by a 303,000 SF
office property located in San Diego, California. The property was
93% leased as of December 2013, which is the same as at last
review. Moody's LTV and stressed DSCR are 115% and 0.89X,
respectively, essentially the same as at last review.


BEAR STEARNS 2001-TOP4: Moody's Affirms 'Caa1' Rating on 2 Secs.
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on two classes
and affirmed the ratings on three classes of Bear Stearns
Commercial Mortgage Securities Trust 2001-TOP4 as follows:

Cl. J, Affirmed Aaa (sf); previously on Jun 6, 2013 Upgraded to
Aaa (sf)

Cl. K, Upgraded to Aa1 (sf); previously on Jun 6, 2013 Upgraded to
Aa3 (sf)

Cl. L, Upgraded to Baa1 (sf); previously on Jun 6, 2013 Upgraded
to Baa3 (sf)

Cl. M, Affirmed Caa1 (sf); previously on Jun 6, 2013 Upgraded to
Caa1 (sf)

Cl. X-1, Affirmed Caa1 (sf); previously on Jun 6, 2013 Affirmed
Caa1 (sf)

Ratings Rationale

The ratings on P&I classes K and L were upgraded based primarily
on an increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 17% since Moody's last
review.

The rating on P&I class J was affirmed because the transaction's
key metrics, including Moody's loan-to-value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the transaction's
Herfindahl Index (Herf), are within acceptable ranges. The rating
on P&I class M is affirmed based on Moody's expected loss.

The rating on the IO class was affirmed based on the credit
performance (or the weighted average rating factor or WARF) of the
referenced classes.

Moody's rating action reflects a base expected loss of 1.0% of the
current balance, compared to 0.9% at Moody's last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in 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.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
structured credit assessment level) for loans with similar
structured credit assessments in the same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 6, the same as at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the April 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $15.3
million from $902.5 million at securitization. The Certificates
are collateralized by 13 mortgage loans ranging in size from 3% to
16% of the pool. Five loans, representing 49% of the pool, have
defeased and are collateralized with U.S. Government securities.

One loan, representing 16% of the pool, is on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Nine loans have been liquidated from the pool since
securitization, resulting in an aggregate $8.8 million loss (34%
loss severity on average). There are currently no loans in special
servicing.

Moody's received full year 2012 operating results for 100% of the
pool, and full year 2013 operating results for 50% of the pool.
Moody's weighted average conduit LTV is 34%, the same as at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and CTL loans, and
specially serviced and troubled loans. Moody's net cash flow (NCF)
reflects a weighted average haircut of 18% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.9%.

Moody's actual and stressed conduit DSCRs are 1.27X and 4.12X,
respectively, compared to 1.33X and 3.55X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 29% of the pool balance. The
largest loan is the Hope Mills Crossing Loan ($2.4 million --
15.7% of the pool), which is secured by a 53,000 square foot (SF)
single tenant retail property located in Hope Mills, North
Carolina. The loan is on the master servicer's watchlist because
the property is 100% vacant as the sole tenant, Bi-Lo, filed for
bankruptcy and vacated. The lease is guaranteed by Koninklijke
Ahold, N.V. and the guarantor is expected to continue paying rent
through lease expiration in February 2021. The loan is fully
amortizing and matures in May 2021. Moody's LTV and stressed DSCR
are 60% and 1.9X, respectively, compared to 53% and 2.16X at the
last review.

The second largest loan is the Butte Community Employment Center
Loan ($1.1 million -- 7.1% of the pool), which is secured by an
85,000 SF office property located in Oroville, California. The
property is 100% leased to the Dept of Health and Social Services
through July 2018. Property performance has been stable since last
review. The loan is fully amortizing and matures in June 2016.
Moody's LTV and stressed DSCR are 14% and >4.00X, respectively,
compared to 19% and >4.00X at the last review.

The third largest loan is the Best Buy Loan ($0.97 million -- 6.3%
of the pool), which is secured by a 46,300 SF single tenant retail
property located in Spokane, Washington. The property is 98%
leased to Best Buy until April 2017. The loan is fully amortizing
and matures in August 2016. Moody's LTV and stressed DSCR are 22%
and >4.00X, respectively, compared to 30% and 3.47X at the last
review.


BLUE HILL: S&P Affirms 'BB-' Rating on Class E Notes
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Blue
Hill CLO Ltd./Blue Hill CLO LLC's $464.75 million fixed- and
floating-rate notes following the transaction's effective date as
of April 4, 2014.

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
targeted 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 targeted 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.

"We believe 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," S&P added.

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

"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 noted.

"In our published effective date report, we discuss our 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, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated U.S. cash flow CLO," S&P said.

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 S&P will take rating actions as
it deems necessary.

RATINGS AFFIRMED

Blue Hill CLO Ltd./Blue Hill CLO LLC

Class             Rating                        Amount
                                              (mil. $)
X                 AAA (sf)                        3.75
A                 AAA (sf)                      307.50
B-1               AA (sf)                        33.50
B-2               AA (sf)                        20.00
C-1               A (sf)                         41.00
C-2               A (sf)                          5.00
D                 BBB- (sf)                      32.00
E                 BB- (sf)                       22.00


CAPITAL FUNDING V: Moody's Hikes Rating on 3 Note Classes
---------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
rating of the following notes issued by U.S. Capital Funding V,
Ltd.:

$193,000,000 Class A-1 Floating Rate Senior Notes Due 2040
(current outstanding balance of $93,228,952.35), Upgraded to Ba1
(sf); previously on October 16, 2012 Upgraded to Ba2 (sf)

$30,000,000 Class A-2 Floating Rate Senior Notes Due 2040,
Upgraded to B3 (sf); previously on October 16, 2012 Upgraded to
Caa1 (sf)

$42,000,000 Class A-3 Floating Rate Senior Notes Due 2040,
Upgraded to Caa3 (sf); previously on November 3, 2010 Downgraded
to Ca (sf)

U.S. Capital Funding V, Ltd., issued in October 2006, is a
collateralized debt obligation backed by a portfolio of bank trust
preferred securities.

Ratings Rationale

The rating actions are a result of the deleveraging of the Class
A-1 notes, an increase in the Class A overcollateralization ratios
and an improvement in the credit quality of the deal's underlying
collateral since the last rating action.

The Class A-1 notes have paid down by approximately 8.5% of their
original principal amount or $16.4 million since the last rating
action, using principal proceeds from the redemption of underlying
assets and the diversion of excess interest proceeds. The Class A-
1 and A-2 notes' par coverage has thus improved to 149.31% and
112.96%, by Moody's calculations. Three assets with an aggregate
par of $14.5 million have cured their deferrals, $12 million of
which were cured in 2013. Additionally, about $15 million of
principal proceeds from prepayments and sales of corporate assets
in the portfolio have been used to pay down the Class A-1 notes.
As the deal's collateral no longer includes high yield performing
corporate assets, the modeled weighted average rating factor
(WARF) has improved since the last review.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, and weighted average recovery
rate, are based on its methodology and could differ from the
trustee's reported numbers. In its base case, Moody's analyzed the
underlying collateral pool has having a performing par and
principal proceeds balance of $139.2 million, defaulted and
deferring par of $127.0 million, a weighted average default
probability of 19.04% (implying a WARF of 800), a Moody's Asset
Correlation of 22.84%, and a weighted average recovery rate upon
default of 10.00%. In addition to the quantitative factors Moody's
explicitly models, qualitative factors are part of rating
committee considerations. Moody's considers the structural
protections in the transaction, the risk of 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, can influence the final rating decision.

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 Rating:

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 could be
negatively affected by uncertainty about credit conditions in the
general economy. Moody's has a stable outlook on the US banking
sector.

2) Portfolio credit risk: Credit performance of the assets
collateralizing the transaction that is better than Moody's
current expectations could have a positive impact on the
transaction's performance. Conversely, asset credit performance
weaker than Moody's current expectations could have adverse
consequences on the transaction's performance.

3) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from unscheduled principal proceeds and
excess interest proceeds will continue and at what pace. Note
repayments that are faster than Moody's current expectations could
have a positive impact on the notes' ratings, beginning with the
notes with the highest payment priority.

4) Resumption of interest payments by deferring assets: A number
of banks have resumed making interest payments on their TruPS. The
timing and amount of deferral cures could have significant
positive impact on the transaction's over-collateralization ratios
and the ratings on the notes.

5) Exposure to non-publicly rated assets: The deal contains a
large number of securities whose default probability Moody's
assesses through credit scores derived using RiskCalc(TM) 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:

Moody's modeled the transaction's portfolio using CDOROM v.2.12-2
to develop the default distribution from which it derives the
Moody's Asset Correlation parameter. Moody's then used the
parameter as an input in a cash flow model using CDOEdge. CDOROM
v.2.12-2 is available on www.moodys.com under Products and
Solutions -- Analytical models, upon receipt of a signed free
license agreement.

The portfolio of this CDO contains trust preferred securities
issued by small to medium sized U.S. community banks that Moody's
does not rate publicly. To evaluate the credit quality of bank
TruPS that do not have public ratings, Moody's uses RiskCalc(TM),
an econometric model developed by Moody's Analytics, to derive
credit scores. Moody's evaluation of the credit risk of most of
the bank obligors in the pool relies on FDIC Q4-2013 financial
data.

In addition to the base case, Moody's conducted 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
deterioration in the credit quality of the collateral pool).
Increasing the WARF by 250 points from the base case of 800 lowers
the model-implied rating on the Class A-1 notes by one notch from
the base case result. Decreasing the WARF by 116 points from the
base case raises the model-implied rating by one notch.

Moody's also conducted two additional sensitivity analyses, as
described in "Sensitivity Analyses on Deferral Cures and Default
Timing for Monitoring TruPS CDOs," published in August 2012. In
the first analysis, Moody's gave par credit to banks that are
deferring interest on their TruPS but satisfy other credit
criteria and thus are highly likely to resume interest payments;
in this case, Moody's gave par credit to $17.35 million of bank
TruPS.

In the second sensitivity analysis, Moody's 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 of the rated notes (in terms of the difference in the number
of notches versus the current model-implied output, in which a
positive difference corresponds to a lower expected loss):

Sensitivity Analysis 1: Par Credit Given to Deferring Banks

Class A-1: +2

Class A-2: +5

Class A-3: +4

Class B-1: 0

Class B-2: 0

Sensitivity Analysis 2: Alternative Default Timing Profile

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B-1: 0

Class B-2: 0


CENT CLO 19: S&P Affirms 'BB' Rating on Class D Notes
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Cent
CLO 19 Ltd./Cent CLO 19 Corp.'s $370.40 million floating-rate
notes following the transaction's effective date as of Dec. 20,
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 S&P's opinion
      that the portfolio collateral purchased by the issuer, as
      reported to S&P by the trustee and collateral manager, in
      combination with the transaction's structure, provides
      sufficient credit support to maintain the ratings that S&P
      assigned on the transaction's closing date.  The effective
      date reports provide a summary of certain information that
      S&P used in its analysis and the results of its review based
      on the information presented to S&P.

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

   -- When S&P receives a request to issue an effective date
      rating affirmation, it performs quantitative and qualitative
      analysis of the transaction in accordance with its criteria
      to assess whether the initial ratings remain consistent with
      the credit enhancement based on the effective date
      collateral portfolio.  S&P's 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 S&P's supplemental tests, and the analytical
      judgment of a rating committee.

   -- 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 S&P deems necessary.

RATINGS LIST

Cent CLO 19 Ltd./Cent CLO 19 Corp.

                     Rating
Class   Identifier   To         From
A-1a    12518XAA5    AAA (sf)   AAA (sf)
A-1b    12518XAC1    AAA (sf)   AAA (sf)
A-2a    12518XAE7    AA (sf)    AA (sf)
A-2b    12518XAG2    AA (sf)    AA (sf)
B       12518XAJ6    A (sf)     A (sf)
C       12518XAL1    BBB (sf)   BBB (sf)
D       12518YAA3    BB (sf)    BB (sf)


COMMERCIAL MORTGAGE 1999-C1: Moody's Cuts X Certs' Rating to Caa3
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven classes
and downgraded one class of Commercial Mortgage Asset Trust,
Commercial Mortgage Pass-Through Certificates, Series 1999-C1 as
follows:

Cl. D, Affirmed Baa3 (sf); previously on Aug 14, 2013 Affirmed
Baa3 (sf)

Cl. E, Affirmed B1 (sf); previously on Aug 14, 2013 Affirmed B1
(sf)

Cl. F, Affirmed Ca (sf); previously on Aug 14, 2013 Affirmed Ca
(sf)

Cl. G, Affirmed C (sf); previously on Aug 14, 2013 Affirmed C (sf)

Cl. H, Affirmed C (sf); previously on Aug 14, 2013 Affirmed C (sf)

Cl. J, Affirmed C (sf); previously on Aug 14, 2013 Affirmed C (sf)

Cl. K, Affirmed C (sf); previously on Aug 14, 2013 Affirmed C (sf)

Cl. X, Downgraded to Caa3 (sf); previously on Aug 14, 2013
Downgraded to Caa2 (sf)

Ratings Rationale

The rating on P&I Class D was affirmed because the credit
enhancement levels are sufficient to maintain the current
investment grade rating. The ratings on the six other non-
investment grade P&I classes were affirmed because the ratings are
consistent with Moody's expected loss. The rating on the IO class
was downgraded due to a decline in the credit performance of its
reference class resulting from principal pay downs of higher
quality reference classes.

Moody's rating action reflects a base expected loss of 64.9% of
the current balance compared to 39.7% at Moody's last review.
However, on a numeric basis, the base expected loss totals $148.3
million compared to $168.9 million at last review. Moody's base
expected loss plus realized losses is now 10.1% of the original
pooled balance compared to 11.0% at last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Moody's Approach to
Rating CMBS Large Loan/Single Borrower Transactions" published in
July 2000 and "Commercial Real Estate Finance: Moody's Approach to
Rating Credit Tenant Lease Financings" published in November 2011.

Description Of Models Used

Moody's used the excel-based Large Loan Model v 8.7 in the
analysis and then weights the results from the large loan model
and CDOROM 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. Moody's
also further adjusts these aggregated proceeds for any pooling
benefits associated with loan level diversity and other
concentrations and correlations.

Moody's also used a Gaussian copula model to evaluate the Credit
Tenant Lease (CTL) component, incorporated in its public CDO
rating model CDOROM v2.12-2 to generate a portfolio loss
distribution to assess the ratings.

Deal Performance

As of the April 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 90% to $228.4
million from $2.4 billion at securitization. The certificates are
collateralized by 19 mortgage loans ranging in size from less than
1% to 54% of the pool. The CTL component of the pool includes nine
loans, representing 10% of the pool. One loan, representing 12% of
the pool, has defeased and is secured by U.S. Government
securities.

There are three loans, constituting 1% of the pool, on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Twenty-eight loans have been liquidated from the pool resulting in
an aggregate realized loss of $91.2 million (45% average loan loss
severity). Five loans, representing 77% of the pool, are currently
in special servicing. The largest specially serviced loan is The
Source Loan ($124 million -- 54.3% of the pool), which is secured
by a 521,000 square foot (SF) regional mall located in Westbury,
New York. The center, located on Long Island and known as "The
Mall at The Source", was formerly anchored by Fortunoff, a high-
end department store specializing in the sale of house wares and
jewelry. As was reported at prior Moody's reviews, the departure
of the anchor and unfavorable economic conditions have
precipitated the departure of other major retailers at the mall.
Two of the largest tenants, Saks Fifth Avenue Off 5th and
Nordstrom Rack, also vacated the property and opened stores at a
nearby power center. The mall's inline space was 47% leased as of
February 2014. The loan transferred to special servicing in
January 2009 for imminent default, which occurred in March 2009.
Title to the property was obtained in August 2012. The special
servicer is currently evaluating sales strategies. The servicer
has recognized an $87.7 million appraisal reduction.

The second-largest specially-serviced loan is the Baldwin Complex
Loan ($38.7 million -- 17.0% share of the pool), which is secured
by a 455,000 SF office property located in the Cincinnati, Ohio
CBD. The loan was transferred to special servicing in October 2010
due to imminent default and a receiver was appointed in February
2012. As of December 2013, the property was 39% leased. The
servicer has recognized a $38.7 million appraisal reduction.

The third-largest specially-serviced loan is Centerpark One Office
Building Loan ($8.9 million -- 3.9% share of the pool), which is
secured by a 120,000 SF office property located in Calverton,
Maryland. Moody's assumed an aggregate $148.1 million estimated
loss (85% expected loss overall) for the specially serviced loans.

Moody's has assumed a high default probability for one poorly
performing loan representing less than 1% of the pool and has
estimated a modest loss from this troubled loan.

Moody's was provided with full year 2011 and 2012 operating
results for 100% of the pool's non-specially serviced and non-
defeased loans and 30% of partial year 2013 operating results.
Excluding specially serviced,troubled, defeased and CTL loans,
Moody's weighted average LTV is 40% compared to 57% at Moody's
prior review. Moody's net cash flow reflects a weighted average
haircut of 11% to the most recently available net operating
income. Moody's value reflects a weighted average capitalization
rate of 10%.

Moody's actual and stressed DSCRs are 2.02X and 3.33X,
respectively, compared to 1.73X and 2.24X 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 loans only represent 2.3% of the pool.
The largest loan is the Dillen products Loan ($2.2 million -- 0.9%
of the pool), which is secured by a 173,800 SF industrial building
located in Middlefield, Ohio. This single tenant lease expires
August 2018 while the Anticipated Repayment Date Loan is January
2019. The loan benefits from amortization and has amortized 61%
since securitization. Moody's LTV and stressed DSCR are 26% and
4.0X, respectively, compared to 30% and 3.59X at last review.

The second largest loan is the Pleasant Valley Shopping Center
Loan ($1.8 million -- 0.8% of the pool), which is secured by an
82,807 SF grocery anchored community center shopping center
located in Virginia Beach, Virginia. As of December 2013, the
property was 97% leased compared to 99% leased at last review. The
loan has amortized 62% since securitization. Moody's LTV and
stressed DSCR are 34% and 3.12X, respectively, compared to 35% and
3.04X at last review.

The CTL component includes nine loans secured by properties leased
under bondable leases. Moody's provides ratings for 85% of the CTL
component and has updated its internal credit assessments for the
remaining corporate credits.

The CTL component includes R.R. Donnelley & Sons Company (58% of
the CTL component, Moody's Senior Unsecured Rating Ba3 -- negative
outlook), Interface, Inc. (28% of the CTL component, Moody's
Senior Unsecured Rating B1 -- stable outlook) and Dairy Mart
Convenience Stores, Inc. (15% of the CTL component).


COMMERCIAL MORTGAGE 2013-CCRE8: Moody's Affirms Rating on F Certs
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on sixteen
classes of Commercial Mortgage Pass-Through Certificates, Series
2013-CCRE8 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aaa (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-5, Affirmed Aaa (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-M, Affirmed Aaa (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-SBFL, Affirmed Aaa (sf); previously on Jun 19, 2013
Definitive Rating Assigned Aaa (sf)

Cl. A-SBFX, Affirmed Aaa (sf); previously on Jun 19, 2013
Definitive Rating Assigned Aaa (sf)

Cl. B, Affirmed Aa3 (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Aa3 (sf)

Cl. C, Affirmed A3 (sf); previously on Jun 19, 2013 Definitive
Rating Assigned A3 (sf)

Cl. D, Affirmed Baa3 (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Baa3 (sf)

Cl. E, Affirmed Ba2 (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Ba2 (sf)

Cl. F, Affirmed B2 (sf); previously on Jun 19, 2013 Definitive
Rating Assigned B2 (sf)

Cl. X-A, Affirmed Aaa (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. X-B, Affirmed Aa3 (sf); previously on Jun 19, 2013 Definitive
Rating Assigned Aa3 (sf)

Cl. X-C, Affirmed B3 (sf); previously on Jun 19, 2013 Definitive
Rating Assigned B3 (sf)

Ratings Rationale

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

The ratings on the IO classes were affirmed based on the credit
performance (or the weighted average rating factor or WARF) of the
referenced classes.

Moody's rating action reflects a base expected loss of 2.2% of the
current balance.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
strucutred credit assessment level) for loans with similar
structured credit assessments in the same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 20, the same as at securitization.

Deal Performance

As of the April 11, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by less than 1% to
$1.376 billion from $1.384 billion at securitization. The
certificates are collateralized by 59 mortgage loans ranging in
size from less than 1% to 15% of the pool, with the top ten loans
constituting 60% of the pool. Two loans, constituting 19% of the
pool, have investment-grade structured credit assessments.

Two loans, constituting 1% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

No loans have been liquidated from the pool. One loan,
constituting less than 1% of the pool, is currently in special
servicing.

Moody's received full or partial year 2013operating results for
74% of the pool. Moody's weighted average conduit LTV is 104%,
compared to 105% at securitization. Moody's conduit component
excludes loans with structured credit assessments, defeased and
CTL loans, and specially serviced and troubled loans. Moody's net
cash flow (NCF) reflects a weighted average haircut of 4% to the
most recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 9.5%.

Moody's actual and stressed conduit DSCRs are 1.61X and 0.99X,
respectively, compared to 1.56X and 0.98X at the securitization.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The largest loan with a structured credit assessment is the 375
Park Avenue Loan ($209 million -- 15% of the pool), which
represents a pari passu interest in the senior component of a $418
million mortgage loan. The loan is secured by a 38-story (831,000
square foot (SF)) Class A office building located in midtown
Manhattan (also known as the Seagram Building). The building's
design is distinguished by a 100 foot setback from the edge of
Park Avenue. This setback affords the property an active open
plaza along Park Avenue and open views from each floor. The
property's occupancy rate has consistently outperformed the market
over the past decade, exhibiting an average rate of 95.9% since
2002. As of April 2013, the property was 90.2% leased to 60
tenants. Moody's structured credit assessment and stressed DSCR
are aaa (sca.pd) and 1.64X, respectively, the same as at
securitization.

The other loan with a structured credit assessment is the
Paramount Building Loan ($55 million -- 4% of the pool), which
represents a pari passu interest in the senior component of a $130
million mortgage loan. The loan is secured by a 31-story Class B
(694,000 SF) office building located within the Times Square
neighborhood of Manhattan. The building was originally constructed
in 1926 and last renovated in 2006. The building contains an
office component of 598,000 SF and grade level/below retail
component 88,000 SF. As of March 2013, the property was 70.3%
leased. Moody's structured credit assessment and stressed DSCR are
aaa (sca.pd) and 1.67X, respectively, the same as at
securitization.

The top three conduit loans represent 19% of the pool balance. The
largest loan is the Moffett Tower Phase II Loan ($115 million --
8% of the pool), which represents a participation interest of a
$245 million mortgage loan. The loan is secured by three separate
eight-story (677,000 total SF) office buildings located in
Sunnyvale, California. Each of the buildings is considered Class A
and assigned a LEED Gold designation. The property was constructed
in 2009 and represent Phase II of a greater 1.99 million SF three
phase development which spans a 52-acre site. As of April 2013,
the property was 91.4% leased by two tenants, Hewlett Packard and
A2Z Development Center Inc. A2Z Development Center Inc is a
subsidiary of Amazon.com. Moody's LTV and stressed DSCR are 107%
and 0.94X, respectively, the same as at securitization.

The second largest loan is the 175 Park Avenue Loan ($75 million -
- 6% of the pool), which is secured by a 270,000 SF office
building located in Madison, NJ. The property is 100% leased to
Realogy Operations through December 2029. The lease term extends
past the maturity by 6.6 years. Approximately $86.2 million was
spent in capital expenditures between 2011 and 2013 to reposition
the property for Class A office use. Moody's LTV and stressed DSCR
are 105% and 0.99X, respectively, the same as at securitization.

The third largest loan is the Westin San Diego Loan ($70 million -
- 5% of the pool), which is secured by a 27-story, 436-room full
service hotel located in San Diego, California. The hotel includes
20,000 SF of meeting space, a fitness center, outdoor pool, and
four food and beverage outlets. Based on the property's Monthly
STAR Report for the month of February 2013, RevPAR index for the
trailing 12-month period ending February for years 2011, 2012 and
2013 were 106%, 107% and 110%, respectively. Furthermore, the
occupancy was 82% for the trailing 12-month period as of February
2013. The property comprises a portion of the Emerald Plaza, which
is mixed use development that also includes an office building, a
parking garage, and a condominium units of private residences. The
sponsor, DiamondRock Hospitality, is planning t o spend $10.6
million in property improvement expected to commence in October
2013. Moody's LTV and stressed DSCR are 98% and 1.13X,
respectively, compared to 99% and 1.11X at securitization.


COMM 2014-CCRE17: Fitch Assigns 'BB-' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to Deutsche Bank Securities, Inc.'s COMM 2014-CCRE17
Commercial Mortgage Trust Pass-Through Certificates.

-- $49,750,000 class A-1 'AAAsf'; Outlook Stable;
-- $149,000,000 class A-2 'AAAsf'; Outlook Stable;
-- $12,376,000 class A-3 'AAAsf'; Outlook Stable;
-- $69,850,000 class A-SB 'AAAsf'; Outlook Stable;
-- $220,000,000 class A-4 'AAAsf'; Outlook Stable;
-- $333,736,000 class A-5 'AAAsf'; Outlook Stable;
-- $900,296,000a class X-A 'AAAsf'; Outlook Stable;
-- $65,584,000b class A-M 'AAAsf'; Outlook Stable;
-- $81,980,000b class B 'AA-sf'; Outlook Stable;
-- $199,734,000b class PEZ 'A-sf'; Outlook Stable;
-- $52,170,000b class C 'A-sf'; Outlook Stable;
-- $184,829,000a,c class X-B 'BBB-sf'; Outlook Stable;
-- $44,717,000a,c class X-C 'BB-sf'; Outlook Stable;
-- $50,679,000c class D 'BBB-sf'; Outlook Stable;
-- $14,906,000c class E 'BBB-sf'; Outlook Stable;
-- $29,811,000c class F 'BB-sf'; Outlook Stable.

(a) Notional amount and interest only.
(b) Class A-M, B and C certificates may be exchanged for class
     PEZ certificates, and class PEZ certificates may be exchanged
     for class A-M, B, and C certificates.
(c) Privately placed and pursuant to Rule 144A.

Fitch does not rate the $62,604,107 interest-only class X-D, the
$20,868,000 class G or the $41,736,107 class H certificates.

The certificates represent the beneficial ownership interest in
the trust, primary assets of which are 59 loans secured by 86
commercial properties having an aggregate principal balance of
approximately $1.192 billion, as of the cutoff date.  The loans
were contributed to the trust by Cantor Commercial Real Estate
Lending, L.P., German American Capital Corporation, Jefferies
LoanCore LLC, and General Electric Capital Corporation.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 80.1% of the properties
by balance, cash flow analysis of 83.2%, and asset summary reviews
on 85.8% of the pool.

Key Rating Drivers

High Fitch Leverage: The pool's Fitch DSCR and LTV of 1.19x and
108.3%, respectively, are worse than the 2013 averages of 1.29x
and 101.6%, respectively.  While the pool's Fitch DSCR of 1.19x is
higher than the year-to-date 2014 average of 1.16x, the pool's
Fitch LTV of 108.3% exceeds the year-to-date 2014 average of
101.6%.

Exposure to NY Tristate Market: Three of the 10 largest loans
(25.7% of the pool) are located in the New York tri-state area,
one each in Manhattan, The Bronx, and Yonkers.

Limited Amortization: The pool is scheduled to amortize by 10.99%
of the initial pool balance prior to maturity.  The pool's
concentration of partial interest loans (37.1%), which includes
four of the 10 largest loans, is higher than the 2013 average
(34.0%).  The pool's concentration of full-term interest-only
loans (27.7%), including three of the 10 largest loans, also
exceeds the 2013 average (17.1%).

Rating Sensitivities

For this transaction, Fitch's net cash flow (NCF) was 5.8% below
the full-year 2013 NOI (for properties that 2013 NOI was provided,
excluding properties that were stabilizing during this period).
Unanticipated further declines in property-level NCF could result
in higher defaults and loss severities on defaulted loans, and
could result in potential rating actions on the certificates.
Fitch evaluated the sensitivity of the ratings assigned to COMM
2014-CCRE17 certificates and found that the transaction displays
slightly above average sensitivity to further declines in NCF.  A
downgrade of the junior 'AAAsf' certificates to 'A-sf' could
result if NCF declined a further 20% from Fitch's NCF.  In a more
severe scenario, a downgrade of the junior 'AAAsf' certificates to
'BBBsf' could result if NCF declined a further 30% from Fitch's
NCF.  The presale report includes a detailed explanation of
additional stresses and sensitivities on pages 75 - 76.

The master servicer will be Midland Loan Services, Inc., rated
'CMS1' by Fitch. The special servicer will be Midland Loan
Services Inc., rated 'CSS1'.


COMM 2014-CCRE17: Moody's Assigns B2 Rating on Cl. E Certificate
----------------------------------------------------------------
Moody's Investors Service has assigned ratings to fourteen classes
of CMBS securities, issued by COMM 2014-CCRE17 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates.

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

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

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

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

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

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

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

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

Cl. B**, Definitive Rating Assigned Aa3 (sf)

Cl. PEZ**, Definitive Rating Assigned A1 (sf)

Cl. C**, Definitive Rating Assigned A3 (sf)

Cl. X-B*, Definitive Rating Assigned Baa1 (sf)

Cl. D, Definitive Rating Assigned Baa3 (sf)

Cl. E, Definitive Rating Assigned Ba2 (sf)

*Reflects Interest-Only Class

**Reflects Exchangeable Class

Ratings Rationale

The Certificates are collateralized by 59 fixed-rate loans secured
by 86 properties. The ratings are based on the collateral and the
structure of the transaction.

Moody's CMBS ratings methodology combines both commercial real
estate and structured finance analysis. Based on commercial real
estate analysis, Moody's determines the credit quality of each
mortgage loan and calculates an expected loss on a loan specific
basis. Under structured finance, the credit enhancement for each
certificate typically depends on the expected frequency, severity,
and timing of future losses. Moody's also considers a range of
qualitative issues as well as the transaction's structural and
legal aspects.

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

The Moody's Actual DSCR of 1.54X is higher than the 2007
conduit/fusion transaction average of 1.31X. The Moody's Stressed
DSCR of 0.98X is higher than the 2007 conduit/fusion transaction
average of 0.92X.

Moody's Trust LTV ratio of 106.5% is lower than the 2007
conduit/fusion transaction average of 110.6% but higher than many
pools securitized during 2013.

Moody's also considers both loan level diversity and property
level diversity when selecting a ratings approach.

With respect to loan level diversity, the pool's loan level
(includes cross collateralized and cross defaulted loans)
Herfindahl Index is 21.2. The transaction's loan level diversity
is at the lower end of the band of Herfindahl scores found in most
multi-borrower transactions issued since 2009. With respect to
property level diversity, the pool's property level Herfindahl
Index is 22.7. The transaction's property diversity profile is
lower than the indices calculated in most multi-borrower
transactions issued since 2009.

Moody's also grades properties on a scale of 1 to 5 (best to
worst) and considers those grades when assessing the likelihood of
debt payment. The factors considered include property age, quality
of construction, location, market, and tenancy. The pool's
weighted average property quality grade is 2.16, which is stronger
than the indices calculated in most multi-borrower transactions
since 2009.

This deal has a super-senior Aaa class with 30% credit
enhancement. Although the additional enhancement offered to the
senior most certificate holders provides additional protection
against pool loss, the super-senior structure is credit negative
for the certificate that supports the super-senior class. If the
support certificate were to take a loss, the loss would have the
potential to be quite large on a percentage basis. Thin tranches
need more subordination to reduce the probability of default in
recognition that their loss-given default is higher. This
adjustment helps keep expected loss in balance and consistent
across deals. The transaction was structured with additional
subordination at class A-M to mitigate the potential increased
severity to class A-M.

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

Moody's analysis employs the excel-based CMBS Conduit Model v2.64
which derives credit enhancement levels based on an aggregation of
adjusted loan level proceeds derived from Moody's loan level DSCR
and LTV ratios. Major adjustments to determining proceeds include
loan structure, property type, sponsorship and diversity. Moody's
analysis also uses the CMBS IO calculator version 1.0 which
references the following inputs to calculate the proposed IO
rating based on the published methodology: original and current
bond ratings and credit estimates; original and current bond
balances grossed up for losses for all bonds the IO(s)
reference(s) within the transaction; and IO type corresponding to
an IO type as defined in the published methodology.

Moody's Parameter Sensitivities: If Moody's value of the
collateral used in determining the initial rating were decreased
by 5%, 15%, and 23%, the model-indicated rating for the currently
rated junior Aaa class would be Aa1, Aa2, Aa3, 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.

These ratings: (a) are based solely on information in the public
domain and/or information communicated to Moody's by the issuer at
the date it was prepared and such information has not been
independently verified by Moody's; (b) must be construed solely as
a statement of opinion and not a statement of fact or an offer,
invitation, inducement or recommendation to purchase, sell or hold
any securities or otherwise act in relation to the issuer or any
other entity or in connection with any other matter. Moody's does
not guarantee or make any representation or warranty as to the
correctness of any information, rating or communication relating
to the issuer. Moody's shall not be liable in contract, tort,
statutory duty or otherwise to the issuer or any other third party
for any loss, injury or cost caused to the issuer or any other
third party, in whole or in part, including by any negligence (but
excluding fraud, dishonesty and/or willful misconduct or any other
type of liability that by law cannot be excluded) on the part of,
or any contingency beyond the control of Moody's, or any of its
employees or agents, including any losses arising from or in
connection with the procurement, compilation, analysis,
interpretation, communication, dissemination, or delivery of any
information or rating relating to the issuer.

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


CREDIT SUISSE 1997-C1: Moody's Cuts A-X Certs Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
affirmed one class and downgraded one class of Credit Suisse First
Boston Mortgage Securities Corp., Series 1997-C1 as follows:

H, Upgraded to Aaa (sf); previously on Sep 26, 2013 Upgraded to
Aa2 (sf)

I, Upgraded to Baa1 (sf); previously on Sep 26, 2013 Upgraded to
B1 (sf)

J, Affirmed C (sf); previously on Sep 26, 2013 Affirmed C (sf)

A-X, Downgraded to Caa2 (sf); previously on Sep 26, 2013 Affirmed
B3 (sf)

Ratings Rationale

The ratings on two of the P&I classes were upgraded due to an
increase in credit support since Moody's last review, resulting
from paydowns and amortization, as well as Moody's expectation of
additional increases in credit support resulting from the payoff
of a defeased loan, representing 49% of the pool, that is
scheduled to mature within the next two months. The pool has paid
down by 7% since Moody's last review.

The rating on Class J was affirmed at C (sf) because the ratings
are consistent with Moody's expected loss. Class J has already
incurred a 45% loss from previously liquidated loans.

The rating on the IO Class (Class A-X) was downgraded due to the
decline in the credit performance of its reference classes
resulting from expected principal paydowns of higher quality
reference classes.

Moody's base expected loss plus realized losses is now 1.5% of the
original pooled balance, the same as at last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying the Rating Action

The methodologies used in this rating was "Moody's Approach to
Rating CMBS Large Loan/Single Borrower Transactions" published in
July 2000 and "Commercial Real Estate Finance: Moody's Approach to
Rating Credit Tenant Lease Financings" published in November 2011.

Description of Models Used

Moody's review used the excel-based Large Loan Model v 8.7 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. Moody's
also further adjusts these aggregated proceeds for any pooling
benefits associated with loan level diversity and other
concentrations and correlations.

Moody's analysis of the a Credit Tenant Lease (CTL) component
utilized the Gaussian copula model, incorporated in its public CDO
rating model CDOROMv2.12-2, to generate a portfolio loss
distribution to assess the ratings.

Deal Performance

As of the April 21, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $62.2
million from $1.36 billion at securitization. The certificates are
collateralized by seven mortgage loans ranging in size from 1% to
49% of the pool. Three loans, constituting 61% of the pool, have
defeased and are secured by US government securities. The pool
contains a CTL component which represents 37% of the pool.

Seventeen loans have been liquidated from the pool, contributing
to an agrregate aggregate realized loss of $19.7 million. There
are currently no loans in special servicing.

The only conduit loan is the Glastonbury Country Club Loan
($876,811 -- 1.4% of the pool), which is secured by an 18-hole
golf course located in an upscale neighborhood near Hartford,
Connecticut. The loan is on the master servicer's watchlist due to
low DSCR. Performance has declined in 2012 due to lower revenues
and an increase in operating expenses. The loan fully amortizes
over the loan term and has amortized over approximately 72% since
securitization. The loan matures in September 2016. Moody's LTV
and stressed DSCR are 48% and 2.11X, respectively, compared to 58%
and 1.76X at last review. Moody's stressed DSCR is based on
Moody's NCF and a 9.25% stress rate the agency applied to the loan
balance.

The CTL component consists of three loans, constituting 37% of the
pool, secured by properties leased to three tenants. The exposures
are Bank of America Corporation ($9.5 million -- 15.3 % of the
pool; senior unsecured rating: Baa2 -- stable outlook); Target
Corporation ($9.3 million -- 15.0 % of the pool; backed senior
unsecured rating: A2 -- stable outlook) and Kohl's Corporation
($4.4 million -- 7.1 % of the pool; backed senior unsecured
rating: Baa1 -- stable outlook) . The bottom-dollar weighted
average rating factor (WARF) for this pool is 245, compared to 534
at the last review. WARF is a measure of the overall quality of a
pool of diverse credits. The bottom-dollar WARF is a measure of
default probability.


CREDIT SUISSE 2001-CKN5: Moody's Affirms C Rating on Cl. H Certs
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on two classes
of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2001-CKN5 as
follows:

Cl. H, Affirmed C (sf); previously on Jun 6, 2013 Downgraded to C
(sf)

Cl. A-Y, Affirmed Aaa (sf); previously on Jun 6, 2013 Affirmed Aaa
(sf)

Ratings Rationale

The rating on the P&I class was affirmed because the ratings are
consistent with Moody's expected loss. Although Moody's does not
expect any further losses to this class, it has realized an
aggregate 51% loss to date.

The rating on the IO class was affirmed based on the credit
performance (or the weighted average rating factor or WARF) of the
referenced loans (residential co-ops).

Moody's rating action reflects a base expected loss of 0.0% of the
current balance compared to 24.5% at Moody's last review. Moody's
base expected loss plus realized losses is now 8.4% of the
original pooled balance compared to 9.1% at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating CMBS Large Loan/Single Borrower Transactions"
published in July 2000.

Description Of Models Used

Moody's used the excel-based Large Loan Model v 8.7 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. Moody's also further
adjusts these aggregated proceeds for any pooling benefits
associated with loan level diversity and other concentrations and
correlations.

Deal Performance

As of the April 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by nearly 100% to $0.4
million from $1.07 billion at securitization. The Certificates are
collateralized by 11 loans which are secured by residential co-ops
and have Moody's structured credit assessments of aaa (sca.pd),
the same as at the last review.

Thirty loans have been liquidated from the pool, resulting in a
realized loss of $90.6 million (42% loss severity).

One loan, constituting 8.5% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.


CWABS INC 2003: Moody's Takes Action on $216MM Subprime RMBS
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 11
tranches from two subprime transactions backed by Subprime
mortgage loans.

Complete rating action is as follows:

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2003-3

Cl. 1-A-5, Downgraded to Ba3 (sf); previously on Mar 17, 2011
Downgraded to Ba2 (sf)

Cl. 1-A-6, Downgraded to Ba2 (sf); previously on Mar 17, 2011
Downgraded to Ba1 (sf)

Cl. 2-A-2, Downgraded to B1 (sf); previously on Apr 16, 2012
Confirmed at Ba3 (sf)

Cl. 3-A, Downgraded to B3 (sf); previously on Mar 17, 2011
Downgraded to B1 (sf)

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2003-5

Cl. AF-5, Downgraded to Ba1 (sf); previously on Mar 17, 2011
Downgraded to Baa2 (sf)

Cl. AF-6, Downgraded to Baa3 (sf); previously on Mar 17, 2011
Downgraded to Baa1 (sf)

Cl. MF-1, Downgraded to B3 (sf); previously on Mar 17, 2011
Downgraded to B1 (sf)

Cl. MV-2, Downgraded to Caa3 (sf); previously on Mar 17, 2011
Downgraded to Caa2 (sf)

Cl. MV-3, Downgraded to C (sf); previously on Mar 17, 2011
Downgraded to Ca (sf)

Cl. MV-4, Downgraded to C (sf); previously on Mar 17, 2011
Downgraded to Ca (sf)

Cl. BF, Downgraded to C (sf); previously on Mar 17, 2011
Downgraded to Ca (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 a result of deteriorating
performance and/or structural features resulting in higher
expected losses for the bonds than previously anticipated.

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 6.7% in March 2014 from 7.5%
in March 2013 . 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.


FIRST UNION 1999-C2: Moody's Cuts Cl. IO Certs' Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on one class,
affirmed three classes and downgraded one class of First Union
National Bank-Chase Manhattan Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 1999-C2 as
follows:

Cl. J, Affirmed Aaa (sf); previously on Aug 15, 2013 Upgraded to
Aaa (sf)

Cl. K, Upgraded to Aaa (sf); previously on Aug 15, 2013 Upgraded
to A2 (sf)

Cl. L, Affirmed Ba2 (sf); previously on Aug 15, 2013 Upgraded to
Ba2 (sf)

Cl. M, Affirmed C (sf); previously on Aug 15, 2013 Affirmed C (sf)

Cl. IO, Downgraded to Caa2 (sf); previously on Aug 15, 2013
Affirmed Caa1 (sf)

Ratings Rationale

The rating on Class K class was upgraded to due to an increase in
credit support resulting from loan pay downs, amortization and
defeasance. The deal has paid down 23% since last review. The
rating on Classes J and L were affirmed as the credit support was
sufficient to maintain the current ratings. The rating on Class M
was affirmed because the rating is consistent with Moody's
expected loss. The rating on the IO class was downgraded due to a
decline in the credit performance of its reference class resulting
from principal pay downs of higher quality reference classes.

Moody's rating action reflects a base expected loss of 0.5% of the
current balance compared to 8.4% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.0% of the
original pooled balance compared to 2.4% at last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Moody's Approach to
Rating CMBS Large Loan/Single Borrower Transactions" published in
July 2000 and "Commercial Real Estate Finance: Moody's Approach to
Rating Credit Tenant Lease Financings" published in November 2011.

Description of Models Used

Moody's used the excel-based Large Loan Model v 8.7 and weights
the results from the large loan model and DCOROM 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. Moody's also further
adjusts these aggregated proceeds for any pooling benefits
associated with loan level diversity and other concentrations and
correlations.

In evaluating the Credit Tenant Lease (CTL) component, Moody's
used a Gaussian copula model, incorporated in its public CDO
rating model CDOROM v2.12-2 to generate a portfolio loss
distribution to assess the ratings.

Deal Performance

As of the April 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $35.8
million from $1.2 billion at securitization. The certificates are
collateralized by 25 mortgage loans ranging in size from less than
1% to 10% of the pool. The CTL component of the pool includes 11
loans, representing 37% of the pool. Thirteen loans, representing
53% of the pool, have defeased and are secured by U.S. Government
securities. The pool only contains one conduit loan.

There is one loan, representing 4.6% of the pool, on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Fifty loans have been liquidated from the pool resulting in an
aggregate realized loss of $23.8 million (18% average loan loss
severity). There are no loans in special servicing at this time.

The only conduit loan is the Whitehall Estates Loan ($3.6 million
-- 10.2% of the pool), which is secured by a 252-unit multifamily
property in Charlotte, North Carolina. The property was built in
1997 and was 87% leased as of December 2013 compared to 94% at
last review. This loan is fully amortizing and matures August
2018. It has amortized 63% since securitization. Moody's received
fully year 2013 and partial year 2013 operating results for this
loan. Moody's LTV and stressed DSCR are 31% and 3.28X,
respectively, compared to339% and 3.12X at last review.

The CTL component includes 11 loans secured by properties leased
under bondable leases. Moody's provides ratings for 100% of the
CTL component. The largest CTL exposures include Rite Aid
Corporation (51% of the CTL component, Moody's senior unsecured
rating of Caa1 -- stable outlook), Walgreen Co. (29%; Moody's
senior unsecured rating of Baa1 -- stable outlook), and CVS
Caremark Corp. (9%; Moody's senior unsecured rating Baa1 -- stable
outlook). The current weighted average rating factor (WARF) is
3,077 compared to 3,894 at last review.


FOURTH STREET: Fitch Lowers Rating on 3 Note Classes to 'D'
-----------------------------------------------------------
Fitch Ratings has taken various ratings actions on the following
notes issued by Fourth Street Funding Ltd.:

-- $177,717,817 class A-1 notes affirmed at 'Dsf' and withdrawn;
-- $125,000,000 class A-2 notes affirmed at 'Dsf' and withdrawn;
-- $45,000,000 class A-3 notes affirmed at 'Dsf' and withdrawn;
-- $37,500,000 class B notes affirmed at 'Dsf' and withdrawn;
-- $17,500,000 class C notes affirmed at 'Dsf' and withdrawn;
-- $25,073,485 class D notes downgraded to 'Dsf' from 'Csf' and
    withdrawn;
-- $30,302,143 class E notes downgraded to 'Dsf' from 'Csf' and
    withdrawn;
-- $23,978,344 class F notes downgraded to 'Dsf' from 'Csf' and
    withdrawn.

Key Rating Drivers

These rating actions are due to the insufficient liquidation
proceeds to pay in full the outstanding balances of class A-1, A-
2, A-3, B, C, D, E, and F notes.

Fourth Street entered an Event of Default on March 12, 2008 after
the class A overcollateralization ratio fell below 100%.  The
controlling class voted to accelerate the maturity of the
transaction on March 14, 2008, and the trustee was successively
directed to liquidate the portfolio on March 11, 2014 by a special
majority of the class A-1 notes.  The underlying portfolio was
auctioned off with the final distribution occurring on May 1,
2014.

Liquidation proceeds were sufficient to cover the class A-1
interest in full and class A-2 interest in part.  Consequently, no
funds were available to repay the principal on any other class of
notes.

Fourth Street was a structured finance collateralized debt
obligation which closed on April 26, 2007.  At the time of
liquidation, the underlying portfolio consisted of 100%
residential mortgage backed securities.


GANNETT PEAK CLO: Moody's Hikes Rating on 2 Note Classes to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Gannett Peak CLO I, Ltd.:

$33,500,000 Class C Senior Secured Deferrable Floating Rate
Notes, Due 2020, Upgraded to A1 (sf); previously on December 13,
2013 Upgraded to Baa1 (sf)

$19,000,000 Class D-1 Secured Deferrable Floating Rate Notes, Due
2020, Upgraded to Ba2 (sf); previously on December 13, 2013
Affirmed B1 (sf)

$5,000,000 Class D-2 Secured Deferrable Fixed Rate Notes, Due
2020, Upgraded to Ba2 (sf); previously on December 13, 2013
Affirmed B1 (sf)

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

$369,100,000 Class A-1a Senior Secured Floating Rate Notes, Due
2020 (current outstanding balance of $43,213,703), Affirmed Aaa
(sf); previously on December 13, 2013 Affirmed Aaa (sf)

$60,000,000 Class A-1b Senior Secured Revolving Floating Rate
Notes, Due 2020 (current outstanding balance of $7,024,715),
Affirmed Aaa (sf); previously on December 13, 2013 Affirmed Aaa
(sf)

$41,000,000 Class A-2 Senior Secured Floating Rate Notes, Due
2020, Affirmed Aaa (sf); previously on December 13, 2013 Affirmed
Aaa (sf)

$26,000,000 Class B-1 Senior Secured Deferrable Floating Rate
Notes, Due 2020, Affirmed Aaa (sf); previously on December 13,
2013 Upgraded to Aaa (sf)

$9,000,000 Class B-2 Senior Secured Deferrable Fixed Rate Notes,
Due 2020, Affirmed Aaa (sf); previously on December 13, 2013
Upgraded to Aaa (sf)

$14,000,000 Type I Combo Note Due 2020 (current rated balance of
$7,883,561), Affirmed Aaa (sf); previously on December 13, 2013
Affirmed Aaa (sf)

Gannett Peak CLO I, Ltd., issued in October 2006, is a
collateralized loan obligation (CLO) backed primarily by a
portfolio of senior secured loans. The transaction's reinvestment
period ended in October 2012.

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
Class A-1 notes and an increase in the transaction's over-
collateralization ratios since December 2013. The Class A-1 notes
have been paid down by approximately 65.2% or $94.1 million since
December 2013. Based on the trustee's April 2014 report, the over-
collateralization (OC) ratios for the Class A, Class B, Class C,
and Class D notes are reported at 187.51%, 147.35%, 122.28%, and
108.99%, respectively, versus November 2013 levels of 159.26%,
133.97%, 116.29%, and 106.25%, respectively. Moody's notes that
the OC ratios reported in the trustee's April 2014 report do not
include the April 2014 payment distribution when $37.2 million of
principal proceeds were used to pay down the Class A-1 notes.

The rating actions also reflect the correction of an error in
Moody's previous modeling approach. According to Moody's, its
analysis in the December 2013 rating action assumed a shorter
weighted average life horizon to associate with the expected loss
(EL) calculated for the notes, with the result of comparing such
ELs with more conservative maximum EL benchmarks. The error has
now been corrected, and the rating actions reflect this change.

Methodology Used for the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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 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.

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% (2400)

Class A-1: 0

Class A-1b: 0

Class A-2: 0

Class B-1: 0

Class B-2: 0

Class C: +3

Class D-1: +1

Class D-2: +1

Type I Combo: 0

Moody's Adjusted WARF + 20% (3600)

Class A-1: 0

Class A-1b: 0

Class A-2: 0

Class B-1: 0

Class B-2: 0

Class C: -2

Class D-1: -1

Class D-2: -1

Type I Combo: 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," published in February 2014.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $204.2 million, defaulted
par of $0.9 million, a weighted average default probability of
18.66% (implying a WARF of 3000), a weighted average recovery rate
upon default of 50.59%, a diversity score of 34 and a weighted
average spread of 3.13%.

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 addition, Moody's assessed
alternative recovery prospects for CLO securities. Although these
alternative recovery assumptions are generally derived from those
presented in Moody's methodology for rating Structured Finance CDO
they may vary based on the specifics of the analysis of the
transaction. In each case, historical and market performance and
the collateral manager's latitude for trading the collateral are
also factors.

A material proportion of the collateral pool includes debt
obligations whose credit quality Moody's assesses through credit
estimates. Moody's analysis reflects adjustments with respect to
the default probabilities associated with credit estimates.
Specifically, Moody's assumed an equivalent of Caa3 for assets
with credit estimates that have not been updated within the last
15 months, which represent approximately 6.2% of the collateral
pool.


GE CAPITAL 2001-1: Fitch Raises Rating on Class H Notes to 'BB'
---------------------------------------------------------------
Fitch Ratings has upgraded one class and affirmed two distressed
classes of GE Capital Commercial Mortgage Corporation (GECC)
commercial mortgage pass-through certificates series 2001-1.  A
detailed list of rating actions follows at the end of this press
release.

Key Rating Drivers

The upgrade reflects the stable performance of the remaining four
loans.  The affirmations of the distressed classes, I and J at
'Dsf', reflect realized losses already incurred.  As of the April
2014 distribution date, the pool's aggregate principal balance has
been reduced by 98.3% to $18.7 million from $1.13 billion at
issuance.  Interest shortfalls are currently affecting classes I
through N.  Fitch has designated one loan (26.9%) as a Fitch Loan
of Concern; none of the loans are specially serviced.

The Fitch Loan of Concern is a 90-unit hotel located in
Manchester, CT (26.9% of the pool).  The loan transferred to the
special servicer in April 2010 and was then modified with a loan
extension until June 2014 before being transferred back to the
master servicer in July 2011.  The year-to-date net operating
income debt service coverage ratio (NOI DSCR) as of third quarter
2013 was 1.15x.  The DSCR increased when compared with prior year
analysis which reported a DSCR of 0.75x.  The servicer reported a
year-end 2013 occupancy, ADR and RevPar of 74.1%, $110.41 and
$81.83, respectively.

RATING SENSITIVITY

The rating of class H is expected to remain stable given the high
credit enhancement resulting from continued paydown.  Class I and
J will remain at 'Dsf' as losses have been realized.

Fitch upgrades the following class and assigns the Rating Outlook
as indicated:

   -- $13 million class H to 'BBsf' from 'CCCsf', Stable Outlook.

Fitch affirms the following classes and assigns REs as indicated:

   -- $5.7 million class I at 'Dsf', RE 75%;
   -- $0 class J at 'Dsf', RE 0%.

The class A-1, A-2, B, C, D, E, F, G and X-2 certificates have
paid in full.  Fitch does not rate the class K, L, M and N
certificates.  Fitch previously withdrew the rating on the
interest-only class X-1 certificates.


GMAC COMMERCIAL 1999-C3: Moody's Affirms Caa3 Rating on X Certs
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of three
classes of GMAC Commercial Mortgage Securities, Inc. Mortgage
Pass-Through Certificates, Series 1999-C3 as follows:

Cl. J, Affirmed Aaa (sf); previously on Jul 18, 2013 Upgraded to
Aaa (sf)

Cl. K, Affirmed C (sf); previously on Jul 18, 2013 Affirmed C (sf)

Cl. X, Affirmed Caa3 (sf); previously on Jul 18, 2013 Affirmed
Caa3 (sf)

Ratings Rationale

The rating on the P&I Class J was affirmed based on the credit
quality of the two defeased loans which are scheduled to mature in
August 2014. These loans constitute 82% of the pool.

The rating on P&I Class K is consistent with Moody's expected loss
and thus was affirmed. The class has realized a 35% loss severity
to date.

The rating on the IO class was affirmed based on the credit
performance (or the weighted average rating factor or WARF) of the
referenced classes.

Moody's rating action reflects a base expected loss of 0.3% of the
current balance, the same as at Moody's last review. Moody's base
expected loss plus realized losses is now 2.9% of the original
pooled balance, the same as at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating CMBS Large Loan/Single Borrower Transactions"
published in July 2000.

Description of Models Used

Moody's used the excel-based Large Loan Model v 8.7 in the
analysis of this transaction. 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. Moody's also further
adjusts these aggregated proceeds for any pooling benefits
associated with loan level diversity and other concentrations and
correlations.

Deal Performance

As of the April 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 99% to $13 million
from $1.2 billion at securitization. The certificates are
collateralized by four mortgage loans ranging in size from less
than 1% to 16% of the pool. Two loans, constituting 82% of the
pool, have defeased and are secured by US government securities.

One loan, constituting 16% of the pool, is on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Twenty-eight loans have been liquidated from the pool, resulting
in an aggregate realized loss of $33.8 million (for an average
loss severity of 18%). No loans are currently in special
servicing.

Moody's weighted average pool LTV is 81% compared to 76% at
Moody's last review. Moody's pool 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 12% to the most recently available net
operating income (NOI). Moody's value reflects a weighted average
capitalization rate of 9.7%.

Moody's actual and stressed pool DSCRs are 0.92X and 1.59X,
respectively, compared to 1.10X and 1.47X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

There are two non-defeased loans in the pool. The largest loan is
the Rivercrest Apartments Loan ($2.1 million -- 16.0% of the
pool), which is secured by a 120-unit multifamily property located
in Albany, Georgia. The property was 80% leased as of January 2014
compared to 92% at last review. The loan is on the watchlist due
to low DSCR as a result of reduced revenue due to an increase in
vacancy loss combined with increased repair and maintenance
expenses. Moody's LTV and stressed DSCR are 89% and 1.15X,
respectively, compared to 77% and 1.34X at the last review.

The second largest loan is the CVS Pharmacy Baltimore Loan
($278,464 -- 2.1% of the pool), which is secured by a 12,608
square foot retail property in Downtown Baltimore, Maryland. The
property is 100% leased to CVS/Caremark Corp. (senior unsecured
rating Baa1, outlook stable) through March 2016 and subleased to
Family Dollar Stores, Inc. (senior unsecured rating Baa3, outlook
stable). Moody's LTV and stressed DSCR are 21% and 4.97X,
respectively, compared to 29% and 3.58X at the last review.


GRAND PACIFIC 2005-1: S&P Affirms 'B' Rating on Class B Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Grand
Pacific Business Loan Trust 2005-1's class A and B U.S. floating-
rate notes.

The affirmations reflect S&P's view of the credit characteristics
of the remaining loans in the pool, as well as S&P's concerns with
the four loans ($6.6 million, 43.7%) on the master servicer's
watchlist and the relatively concentrated loan pool.

As of the April 21, 2014, remittance report, the pool consisted of
eight loanswith an aggregate balance of $15.1 million, down from
the 61 loans with an aggregate balance of $139.5 million at
issuance.  The loan pool is relatively concentrated, with the
three largest loans reflecting 77.2% of the total pool balance.
The underlying collateral comprises retail ($9.1 million, 59.9%),
lodging ($3.4 million, 22.5%), warehouse ($1.7 million, 11.2%),
and other ($976,479, 6.5%) property types (two loans each).  The
properties are mainly in tertiary markets, and the top three
states are Wisconsin (one loan, $6.0 million, 40.0%), Illinois
(one loan, $3.0 million, 19.9%), and California (four loans, $2.7
million, 17.7%).  The properties were built between 1961 and 1999.
According to the April 21, 2014, remittance report, the
transaction has realized $21.0 million in losses on 13
liquidations.  A majority of these realized losses were absorbed
by a spread account that was funded at issuance and provided
additional enhancement to the notes.  The spread account balance
has since been fully depleted.

As of the April 21, 2014, remittance report, four loans ($6.6
million, 43.7%) appeared on Wells Fargo Commercial Mortgage
Servicing's (the master servicer's) watchlist.  All four loans
failed to repay at their respective maturity dates and are matured
balloon loans (three of which are nonperforming matured balloon
loans, indicating the respective borrowers are delinquent in their
monthly payments).  In addition, the largest loan in the
transaction, totaling $6.0 million (40.0%), was previously
modified.

Details on the transaction's three largest loans are as follows:

   -- The EQK Bridgeview Plaza Inc. loan ($6.0 million, 40.0%) is
      secured by a 121,812-sq.-ft. retail property built in 1972
      in La Crosse, Wis.  The loan is scheduled to mature in
      November 2014. The loan is current in its payments.

   -- The Rockford Associates L.P. loan ($3.0 million, 19.9%) is
      secured by a 154,241-sq.-ft. retail property built in 1968
      in Rockford, Ill.  The loan, which was scheduled to mature
      in March 2010, appears on the master servicer's watchlist,
      and is a nonperforming matured balloon loan.

   -- The Rogers Investment Greenville LLC loan ($2.6 million,
      17.3%) is secured by a lodging property built in 1999 in
      Greenville, N.C.  The loan, which was scheduled to mature in
      September 2012, appears on the master servicer's watchlist,
      and is a nonperforming matured balloon loan.

Reported Credit Enhancement (%)

Class                                   Reported credit
enhancement (%)
A                                       67.87
B                                       31.41

RATINGS LIST

Grand Pacific Business Loan Trust 2005-1
                     Rating
Class   Identifier   To         From
A       386110AA8    BBB (sf)   BBB (sf)
B       386110AC4    B (sf)     B (sf)


GREENWICH CAPITAL 2003-C2: Moody's Cuts XC Certs Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating of one class,
downgraded one class and affirmed two classes of Greenwich Capital
Commercial Funding Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2003-C2 as follows:

Cl. K, Upgraded to B3 (sf); previously on Aug 29, 2013 Affirmed
Caa2 (sf)

Cl. L, Affirmed Ca (sf); previously on Aug 29, 2013 Affirmed Ca
(sf)

Cl. M, Affirmed C (sf); previously on Aug 29, 2013 Affirmed C (sf)

Cl. XC, Downgraded to Caa3 (sf); previously on Aug 29, 2013
Downgraded to Caa1 (sf)

Ratings Rationale

The rating on the P&I Class K was upgraded based primarily on an
increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 91% since Moody's last
review. The ratings on the P&I Classes L and M were affirmed
because the ratings are consistent with Moody's expected loss. The
rating on the IO Class, Class X-C, was downgraded based on a
decline in the weighted average rating factor or WARF of its
referenced classes due to the paydown of more highly rated
classes.

Moody's rating action reflects a base expected loss of 19.7% of
the current balance compared to 13.4% at Moody's last review.
Moody's base expected loss plus realized losses is now 3.4% of the
original pooled balance compared to 4.7% at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in 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.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
structured credit assessment level) for loans with similar
structured credit assessments in the same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of three, compared to 14 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the May 7, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $36.0
million from $1.7 billion at securitization. The certificates are
collateralized by six mortgage loans ranging in size from less
than 1% to 51% of the pool. There are no loans that have defeased
or have investment-grade structured credit assessments.

There are no loans on the master servicer's watchlist. Ten loans
have been liquidated from the pool, resulting in an aggregate
realized loss of $52.7 million (for an average loss severity of
22%). Five loans, constituting 49% of the pool, are currently in
special servicing. The largest specially serviced loan is the 441
South Livernois Office ($5.2 million -- 14.4% of the pool), which
is secured by a 44,340 square foot (SF) office building in
Rochester Hills, Michigan. The loan transferred to special
servicing for imminent monetary default and has become REO. As of
September 2013, the property was 74% leased compared to 100% as of
Year-End 2012. The decline in occupany was caused by the largest
tenant, Crittenton Hospital Weight Loss & Sleep Clinic vacating
its 12,800 SF space in June 2013.

The second largest specially serviced loan is the Impressions
Building ($4.8 million -- 13.3% of the pool), which is secured by
a 76,331 SF office building located in Columbus, Ohio. The loan
transferred to special servicing in December 2013 due to maturity
default. Per the servicer, the borrower is currently working to
refinance the loan. Moody's does not expect a loss for this loan.

The third largest specially serviced loan is the Alamerica Bank
Building ($3.7 million -- 10.3% of the pool), which is secured by
a 32,850 SF Class A office building located in Birmingham,
Alabama. The loan transferred to special servicing for delinquent
payments and is currently in bankruptcy court with the lender
contesting the debtor's plan. As of January 2013, the property was
100% leased although major tenants have failed to pay rent. Over
50% of the net rentable area (NRA) rolls in late 2014.

Moody's estimates an aggregate $6.8 million loss for specially
serviced loans (53% expected loss on average). There are no
troubled loans in the pool.

Moody's received full year 2012 and full or partial year 2013
operating results for 100% of the pool. Moody's weighted average
conduit LTV is 76% compared to 84% at Moody's last 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 14% to
the most recently available net operating income (NOI). Moody's
value reflects a weighted average capitalization rate of 9.6%.

Moody's actual and stressed conduit DSCRs are 1.47X and 1.37X,
respectively, compared to 1.40X and 1.36X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The largest conduit loan is the Manaport Plaza Loan ($18.4 million
-- 51.0% of the pool), which is secured by a 249,547 SF strip
retail center located in Manassas, Virginia. As of December 2013,
the property was 82% leased compared to 90% at last review. The
three largest tenants are Food Lion, Marshalls and Advance Auto
Parts. Food Lion and Marshalls have leases expiring in 2018 and
have extension options. Moody's LTV and stressed DSCR are 76% and
1.36X respectively, compared to 75% and 1.38X at last review.


HILDENE CLO II: Moody's Assigns (P)Ba3 Rating on Class E Notes
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
seven classes of Notes to be issued by Hildene CLO II Ltd.:

Moody's rating actions are as follows:

$252,000,000 Class A Senior Secured Floating Rate Notes due 2026
(the "Class A Notes"), Assigned (P)Aaa (sf)

$24,250,000 Class B-1 Senior Secured Floating Rate Notes due 2026
(the "Class B-1 Notes"), Assigned (P)Aa2 (sf)

$25,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2026
(the "Class B-2 Notes"), Assigned (P)Aa2 (sf)

$22,000,000 Class C Deferrable Mezzanine Floating Rate Notes due
2026 (the "Class C Notes"), Assigned (P)A2 (sf)

$24,250,000 Class D Deferrable Mezzanine Floating Rate Notes due
2026 (the "Class D Notes"), Assigned (P)Baa3 (sf)

$19,750,000 Class E Deferrable Mezzanine Floating Rate Notes due
2026 (the "Class E Notes"), Assigned (P)Ba3 (sf)

$6,500,000 Class F Deferrable Mezzanine Floating Rate Notes due
2026 (the "Class F Notes"), Assigned (P)B3 (sf)

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

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating, if any, may differ
from a provisional rating.

Ratings Rationale

Moody's provisional ratings of the Rated Notes address the
expected losses posed to noteholders. The provisional ratings
reflect the risks due to defaults on the underlying portfolio of
assets, the transaction's legal structure, and the characteristics
of the underlying assets.

Hildene CLO II is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated first lien
senior secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans, cash, and eligible investments,
and up to 10% of the portfolio may consist of senior secured
bonds, senior secured notes, high yield bonds, second lien loans
and senior unsecured loans. The Issuer's documents require the
portfolio to be at least 70% ramped as of the closing date.

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

In addition to the Rated Notes, the Issuer will issue subordinated
notes. The transaction incorporates interest and par coverage
tests which, if triggered, divert interest and principal proceeds
to pay down the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in February 2014.

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

Par amount: $400,000,000

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2925

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 49.0%

Weighted Average Life (WAL): 8 years.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

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

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the ratings assigned to the
Rated Notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Rated Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds to
higher expected losses), assuming that all other factors are held
equal:

Percentage Change in WARF -- increase of 15% (from 2925 to 3364)

Rating Impact in Rating Notches

Class A Notes: 0

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

Percentage Change in WARF -- increase of 30% (from 2925 to 3803)

Rating Impact in Rating Notches

Class A Notes: -1

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1

Class F Notes: -2

The V Score for this transaction is Medium/High. This V Score has
been assigned in a manner similar to the Medium/High V Score
assigned for the global cash flow CLO sector, as described in the
special report titled "V Scores and Parameter Sensitivities in the
Global Cash Flow CLO Sector," dated July 6, 2009 and available on
www.moodys.com.

The score for the "Experience of, Arrangements Among and Oversight
of the Transaction Parties," a sub-category of the V Score, is
Medium, which is higher than that of the benchmark CLO, which is
Low/Medium. The score of Medium reflects the fact that the
transaction will be the second CLO managed by the Manager. This
higher score for "Experience of, Arrangements Among and Oversight
of the Transaction Parties" does not, however, cause this
transaction's overall composite V Score of Medium/High to differ
from that of the CLO sector benchmark.

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.


JP MORGAN 2002-CIBC5: Moody's Hikes Rating on Cl. K Certs. to Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on three
classes and affirmed the ratings on four classes of JP Morgan
Chase Commercial Mortgage Securities Corporation Commercial
Mortgage Pass-Through Certificates, Series 2002-CIBC5 as follows:

Cl. G, Affirmed Aaa (sf); previously on Jun 19, 2013 Upgraded to
Aaa (sf)

Cl. H, Upgraded to Aa2 (sf); previously on Jun 19, 2013 Upgraded
to A1 (sf)

Cl. J, Upgraded to Baa1 (sf); previously on Jun 19, 2013 Upgraded
to Baa3 (sf)

Cl. K, Upgraded to Ba2 (sf); previously on Jun 19, 2013 Upgraded
to B1 (sf)

Cl. L, Affirmed B3 (sf); previously on Jun 19, 2013 Upgraded to B3
(sf)

Cl. M, Affirmed C (sf); previously on Jun 19, 2013 Affirmed C (sf)

Cl. X-1, Affirmed Caa1 (sf); previously on Jun 19, 2013 Downgraded
to Caa1 (sf)

Ratings Rationale

The ratings on P&I classes H, L and K were upgraded based
primarily on an increase in credit support resulting from
amortization and an increase in defeasance.

The ratings on P&I class G was affirmed because the transaction's
key metrics, including Moody's loan-to-value (LTV) ratio, Moody's
stressed debt service coverage ratio (DSCR) and the transaction's
Herfindahl Index (Herf), are within acceptable ranges. The ratings
on P&I classes L and M were affirmed because the ratings are
consistent with Moody's expected loss. The rating on the IO Class
X-1 was affirmed based on the credit performance (or the weighted
average rating factor or WARF) of its referenced classes.

Moody's rating action reflects a base expected loss of 2.3% of the
current balance compared to 2.0% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.5% of the
original pooled balance, the same as at last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in 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.

Description Of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade credit assessments with the conduit model credit
enhancement for an overall model result. Moody's incorporates
negative pooling (adding credit enhancement at the credit
assessment level) for loans with similar credit assessments in the
same transaction.

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

When 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the April 14, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $52.1
million from $1.0 billion at securitization. The certificates are
collateralized by 12 mortgage loans ranging in size from 1% to 27%
of the pool, with the top ten loans constituting 61% of the pool.
Three loans, constituting 39% of the pool, have defeased and are
secured by US government securities.

Three loans, constituting 22% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Eight loans have been liquidated from the pool, resulting in an
aggregate realized loss of $23.5 million (for an average loss
severity of 45%). No loans are currently in special servicing.

Moody's received full year 2012 operating results for 100% of the
pool, and full or partial year 2013 operating results for 60% of
the pool. Moody's weighted average conduit LTV is 69% compared to
70% at Moody's last 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 19% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.5%.

Moody's actual and stressed conduit DSCRs are 1.02X and 1.66X,
respectively, compared to 1.05X and 1.59X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 48% of the pool balance. The
largest loan is the Southern Wine and Spirits Building Loan ($14.1
million -- 27% of the pool), which is secured by a 385,000 square
foot (SF) warehouse and office building in Las Vegas, Nevada. The
property is 100% leased to Southern Wine and Spirits, one of the
largest distributors of wine, spirits and non-alcoholic beverages
in the US, through December 2020 under a triple net lease. The
loan has amortized 39% since securitization. After applying a lit-
dark analysis, Moody's LTV and stressed DSCR are 54% and 1.86X,
respectively, compared to 56% and 1.78X at last review.

The second largest loan is the Harwood Hills Village Shopping
Center Loan ($7.2 million -- 14% of the pool), which is secured by
a 118,000 SF grocery-anchored retail center located in Bedford,
Texas. The largest tenant is Tom Thumbs Grocery, which leases 44%
of the net rentable area (NRA) through August 2017. As of December
2013, the property was 92% leased compared to 88% at last review.
The loan is on the Master's Servicer's watch list due to low DSCR.
Moody's LTV and stressed DSCR are 111% and 0.93X, respectively,
compared to 113% and 0.91X at last review.

The third largest loan is the Village Shopping Center Loan ($3.6
million -- 7% of the pool), which is secured by a 96,000 SF
grocery-anchored center in Duncanville, Texas. The largest tenant
is Tom Thumbs Grocery, which leases 55% of the NRA through January
2017. As of December 2013, the property was 88% leased compared to
82% at last review. The loan is on the Master's Servicer's watch
list due to low occupancy. Moody's LTV and stressed DSCR are 67%
and 1.54X, respectively, compared to 74% and 1.40X at last review.


JP MORGAN 2004-C1: Moody's Hikes Rating on Cl. M Certs to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of seven
classes, affirmed the ratings of two classes and downgraded the
rating of one class of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C1 as follows:

Cl. F, Upgraded to Aaa (sf); previously on Jan 10, 2014 Upgraded
to A1 (sf)

Cl. G, Upgraded to Aaa (sf); previously on Jan 10, 2014 Upgraded
to A2 (sf)

Cl. H, Upgraded to Aa2 (sf); previously on Jan 10, 2014 Upgraded
to A3 (sf)

Cl. J, Upgraded to Baa2 (sf); previously on Jan 10, 2014 Upgraded
to Ba1 (sf)

Cl. K, Upgraded to Ba2 (sf); previously on Jan 10, 2014 Affirmed
B1 (sf)

Cl. L, Upgraded to B1 (sf); previously on Jan 10, 2014 Affirmed B3
(sf)

Cl. M, Upgraded to Caa1 (sf); previously on Jan 10, 2014 Affirmed
Caa2 (sf)

Cl. N, Affirmed Ca (sf); previously on Jan 10, 2014 Affirmed Ca
(sf)

Cl. P, Affirmed C (sf); previously on Jan 10, 2014 Affirmed C (sf)

Cl. X-1, Downgraded to B3 (sf); previously on Jan 10, 2014
Affirmed Ba3 (sf)

Ratings Rationale

The ratings of P&I Classes F, G, H, J, K, L and M were upgraded
based primarily on an increase in credit support resulting from
loan paydowns and amortization. The deal has paid down 57% since
Moody's last review. In addition, defeased loans, constituting 45%
of the pool, are scheduled to mature in 2015.

The rating on the P&I Classes N and P were affirmed because the
ratings are consistent with Moody's expected loss.

The rating on the IO Class (Class X-1) was downgraded due to the
decline in the credit performance of its reference classes
resulting from principal paydowns of higher quality reference
classes.

Moody's rating action reflects a base expected loss of 9.6% of the
current balance compared to 6.5% at Moody's last review. Moody's
base expected loss plus realized losses is now 1.5% of the
original pooled balance compared to 1.8% at the last review.
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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in 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.

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade credit assessments with the conduit model credit
enhancement for an overall model result. Moody's incorporates
negative pooling (adding credit enhancement at the credit
assessment level) for loans with similar credit assessments in the
same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 11 compared to 20 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the April 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $62.7
million from $1.0 billion at securitization. The certificates are
collateralized by 17 mortgage loans ranging in size from less than
1% to 8% of the pool, with the top ten loans constituting 49% of
the pool. Three loans, constituting 45% of the pool, have defeased
and are secured by US government securities.

Three loans, constituting 12% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Five loans have been liquidated from the pool, resulting in an
aggregate realized loss of $9.5 million (for an average loss
severity of 34%). Four loans, constituting 21% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Tower Marketplace Center Loan ($4.3 million -- 6.9% of
the pool), which is secured by a 127,876 square foot (SF) shopping
center located in Raleigh, North Carolina. The property was built
in 1983 and most recently renovated in 2001. The loan transferred
to special servicing in October 2013 due to monetary default and
matured in January 2014. Hamricks (40,600 SF, 32% NRA), an anchor
tenant, vacated at its lease expiration in August 2013. The
property was 45% leased as of September 2013 compared to 72% at
Moody's prior review. Foreclosure was filed in January 2014.

The second largest specially serviced loan is the Square Lake Park
Office Building Loan ($3.9 million -- 6.2% of the pool), which is
secured by a 40,000 SF office building located in Bloomfield
Hills, Michigan. The loan is in special servicing due to maturity
default, after maturing in November 2013. The loan was foreclosed
in March 2014 but will not technically be REO until September 2014
following Michigan's redemption period.

The remaining two specially serviced loans are secured by office
and retail properties. Moody's estimates an aggregate $5.7 million
loss for the specially serviced loans (44% expected loss on
average).

Moody's full or partial year 2013 operating results for 91% of the
pool. Moody's weighted average conduit LTV is 64% compared to 73%
at Moody's last 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 12% to the most recently available
net operating income (NOI). Moody's value reflects a weighted
average capitalization rate of 9.9%.

Moody's actual and stressed conduit DSCRs are 1.22X and 1.77X,
respectively, compared to 1.28X and 1.48X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 20% of the pool balance. The
largest loan is the McKinleyville Apartments Loan ($4.8 million --
7.6% of the pool), which is secured by a 164-unit multifamily
apartment complex in McKinleyville, California. The property was
99% leased as of December 2013, the same as at Moody's prior
review. Moody's LTV and stressed DSCR are 57% and 1.62X,
respectively, same as at Moody's prior review.

The second largest loan is the Cleona Square Shopping Center Loan
($3.9 million -- 6.2% of the pool), which is secured a 111,689 SF
retail center located in Cleona, Pennsylvania. The property was
90% leased as of September 2013 compared to 95% at Moody's prior
review. Performance has declined as a result of the drop in
occupancy. The loan is fully amortizing. Moody's LTV and stressed
DSCR are 87% and 1.16X, respectively, compared to 68% and 1.47X at
the last review.

The third largest loan is the Centennial Valley II Loan ($3.6
million -- 5.7% of the pool), which is secured by a 144-unit
multifamily property located in Faulkner, Arkansas. The property
was 92% leased as of December 2013 compared to 99% at last review.
Moody's LTV and stressed DSCR are 67% and 1.37X, respectively,
compared to 69% and 1.33X at the last review.


LB-UBS COMMERCIAL 2004-C2: Moody's Cuts X-CL Certs Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service upgraded one class, affirmed the ratings
of six classes and downgraded one CMBS class of LB-UBS Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2004-C2 as follows:

Cl. G, Upgraded to Baa3 (sf); previously on Sep 12, 2013 Affirmed
Ba2 (sf)

Cl. H, Affirmed B1 (sf); previously on Sep 12, 2013 Affirmed B1
(sf)

Cl. J, Affirmed Caa2 (sf); previously on Sep 12, 2013 Downgraded
to Caa2 (sf)

Cl. K, Affirmed C (sf); previously on Sep 12, 2013 Downgraded to C
(sf)

Cl. L, Affirmed C (sf); previously on Sep 12, 2013 Affirmed C (sf)

Cl. M, Affirmed C (sf); previously on Sep 12, 2013 Affirmed C (sf)

Cl. N, Affirmed C (sf); previously on Dec 17, 2010 Downgraded to C
(sf)

Cl. X-CL, Downgraded to Caa2 (sf); previously on Sep 12, 2013
Affirmed Ba3 (sf)

Ratings Rationale

The upgrade was due to increased credit support from loan pay
downs and amortization. The deal has paid down 84% since last
review. The ratings on six P&I classes were affirmed because their
ratings are consistent with Moody's expected loss. The rating on
the IO class was downgraded due to a decline in the credit
performance of its reference classes resulting from principal pay
downs of higher quality reference classes.

Moody's rating action reflects a base expected loss of 37.7% of
the current balance, compared to 6.8% at Moody's last review.
However, on a numeric basis, the current base expected loss totals
$24.6 million compared to $27.3 million at last review.
Accordingly, Moody's base expected loss plus realized losses is
now 4.1% of the original pooled balance compared to 4.4% at last
review.
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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating CMBS Large Loan/Single Borrower Transactions"
published in July 2000.

Description of Models Used

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

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Since 45% of the pool is in special servicing, Moody's also
utilized a loss and recovery approach in determining an internal
credit assessment for the non-rated P&I classes, which in turn is
used to determine the rating for the rated, IO Class. In this
approach, Moody's determines a probability of default for each
specially serviced loan and determines a most probable loss given
default based on a review of broker's opinions of value (if
available), other information from the special servicer and
available market data. The loss given default for each loan also
takes into consideration servicer advances to date and 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).

Deal Performance

As of the April 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $65.1
million from $1.2 billion at securitization. The Certificates are
collateralized by 10 mortgage loans ranging in size from less than
1% to 32% of the pool. Two loans representing 23% of the pool have
defeased and are secured by U.S. Government securities.

There are no loans 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 Moody's ongoing monitoring
of a transaction, Moody's reviews the watchlist to assess which
loans have material issues that could impact performance.

Eight loans have been liquidated from the pool, resulting in an
aggregate realized loss of $25.8 million (20% loss severity).
Currently seven loans, representing 45% of the pool, are in
special servicing. The largest specially serviced loan is the
Plaza Vista Mall Loan ($11.4 million -- 17.5% of the pool). This
loan is secured by a 227,149 square foot (SF) retail center
located in Sierra Vista, Arizona. As of March 2014 the property
was 96% compared to 40% at last review. Hobby Lobby and C-A-L
Ranch stores both signed leases for a total of 127,247 SF which
yielded the 96% leased figure.

The second largest specially serviced loan is the Warm Springs
Loan ($9.3 million -- 14.2% of the pool). This loan is secured by
an office property located just south of McCarren airport in Las
Vegas, Nevada. This loan transferred to special servicing in
September 2012 due to GSA vacating, leaving the property 46%
leased at last review compared to the current 69% leased figure as
of February 2014. The special servicer is pursuing foreclosure.

The remaining specially serviced loans are represented by a mix of
property types. Moody's has estimated an aggregate $22.3 million
loss (77% expected loss on average) for the specially serviced
loans.

Moody's was provided with full year 2011 and 2012 operating
results for 100% of the pool's non-specially serviced and non-
defeased loans and 100% of partial year 2013 operating results.
Excluding specially serviced and troubled loans, Moody's weighted
average LTV is 107% compared to 81% at Moody's prior 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 9.75%.

Excluding special serviced and troubled loans, Moody's actual and
stressed DSCRs are 1.02X and 0.99X, respectively, compared to
1.53X and 1.34X 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 one performing conduit loan represents 32% of the pool
balance. The largest loan is the Voice Road Shopping Center ($20.8
million -- 32% of the pool), which is secured by a 131,452 SF
retail property located in Carle Place, New York. The property was
100% leased as of June 2013 compared to 83% leased at last review.
Moody's LTV and stressed DSCR are 107% and 0.99X, respectively,
compared to 104% and 1.01X at last review.


LIGHTPOINT CLO V: Moody's Hikes Rating on Class D Notes to Ba3
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Lightpoint CLO V, Ltd.:

$34,500,000 Class B Deferrable Floating Rate Notes Due August 5,
2019, Upgraded to Aa2 (sf); previously on July 18, 2013 Upgraded
to A1 (sf);

$20,500,000 Class C Floating Rate Notes Due August 5, 2019,
Upgraded to Baa1 (sf); previously on July 18, 2013 Upgraded to
Baa3 (sf);

$19,000,000 Class D Floating Rate Notes Due August 5, 2019,
Upgraded to Ba3 (sf); previously on July 18, 2013 Affirmed B1
(sf).

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

$450,000,000 Class A-1 Floating Rate Notes Due August 5, 2019
(current outstanding balance of $177,076,241.48), Affirmed Aaa
(sf); previously on July 18, 2013 Affirmed Aaa (sf);

$30,000,000 Class A-2 Floating Rate Notes Due August 5, 2019,
Affirmed Aaa (sf); previously on July 18, 2013 Upgraded to Aaa
(sf).

Lightpoint CLO V, Ltd., issued in August 2006, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans. The transaction's reinvestment ended in August 2013.

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 the last rating action date in July
2013. The Class A-1 notes have been paid down by approximately 61%
or $272.9 million since July 2013. Based on the trustee's April
2014 report, the over-collateralization (OC) ratios for the Class
A, Class B, Class C and Class D notes are reported at 133.22%,
118.23%, 110.82% and 104.73%, respectively, versus July 2013
levels of 119.10%, 111.11%, 106.85% and 103.19%, respectively.
Moody's notes that the OC ratios reported in the April 2014
trustee report do not reflect the payment of approximately $65.0
million to the Class A-1 Notes in May 2014.

Methodology Used for the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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) Long-dated assets: The presence of assets that mature after the
CLO's legal maturity date exposes the deal to liquidation risk on
those 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 upon liquidation 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.

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% (1894)

Class A-1: 0

Class A-2: 0

Class B: +2

Class C: +2

Class D: +1

Moody's Adjusted WARF + 20% (2840)

Class A-1: 0

Class A-2: 0

Class B: -2

Class C: -2

Class D: -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," published in February 2014.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $297.5 million, no defaulted
par, a weighted average default probability of 13.00% (implying a
WARF of 2367), a weighted average recovery rate upon default of
50.44%, a diversity score of 36 and a weighted average spread of
2.49%.

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.


LONGPORT FUNDING: Moody's Confirms Caa3 Rating on Cl. A-1 Notes
---------------------------------------------------------------
Moody's Investors Service has confirmed the ratings on the
following notes issued by Longport Funding Ltd.:

$153,000,000 Class A-1A Senior Secured Floating Rate Notes Due
2035 (current outstanding balance of $11,639,173.72), Confirmed at
Caa3 (sf); previously on March 6, 2014 Caa3 (sf) Placed Under
Review for Possible Upgrade;

$153,000,000 Notional Amount Class A-1 Senior Secured Interest
Only Notes Due 2035 (current notional amount of $11,639,173.72),
Confirmed at Caa3 (sf); previously on March 6, 2014 Caa3 (sf)
Placed Under Review for Possible Upgrade.

Longport Funding Ltd., issued in January 2003, is a structured
finance collateralized debt obligation (SF CDO) backed primarily
by a portfolio of Residential Mortgage-Backed Securities (RMBS)
originated between 2000 and 2005. The transaction's reinvestment
period ended in January 2006.

Ratings Rationale

According to Moody's, the rating confirmations on the Class A-1A
notes and Class A-1 notes reflect the adverse impact of certain
specific structural features of the transaction, which are offset
by the positive implications of the recent methodology update and
improved overcollateralization of the Class A-1A notes. In
particular, although the Class A-1A notes have sufficient
overcollateralization, these notes do not receive the benefit of
overcollateralization unless and until the Class B notes receive
their interest payments. Depending on the timing of any
prepayments and sales of the underlying collateral, principal
proceeds may be used to pay interest on the Class A-1A notes, the
Class A-1 interest-only notes, the Class A-1B notes, the Class A
participating notes, the Class A-2 principal-only notes, the Class
A-3 notes and the Class B notes before paying down the Class A-1A
notes' principal, should interest proceeds not be sufficient to
pay the current interest on these notes. In the past, principal
proceeds were used to pay interest on some of these notes prior to
paying down the Class A-1A notes.

Moody's also announced that it has concluded its review of its
rating on the issuer's Class A-1A notes and Class A-1 notes
announced on March 6, 2014. At that time, Moody's said that it had
placed such notes' ratings on review primarily as a result of an
update to Moody's SF CDO methodology described in "Moody's
Approach to Rating SF CDOs" published on March 6, 2014. These
updates include: (i) lowering the resecuritization stress factors
for RMBS (US Prime, Subprime, Manufactured Housing), CDOs exposed
to investment grade corporate assets, and ABS backed by franchise
loans or by mutual fund fees; (ii) using a common table of
recovery rates for all structured finance assets (except for CMBS
and SF CDO); and (iii) providing more guidance on the rating caps
we apply to deals experiencing event of default.

Methodology Used for the Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs," published in March 2014.

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: Primary causes of uncertainty about
assumptions are the extent of any slowdown in growth in the
current macroeconomic environment and in the commercial and
residential real estate property markets. Although the commercial
real estate property markets are gaining momentum, consistent
growth will be unlikely until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The residential real estate property market
is subject to uncertainty about housing prices; the pace of
residential mortgage foreclosures, loan modifications and
refinancing; the unemployment rate; and interest rates.

2) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from unscheduled principal proceeds,
recoveries from defaulted assets, and excess interest proceeds
will continue and at what pace. Faster deleveraging than Moody's
expects could have a significant impact on the notes' ratings.

3) Recovery of defaulted assets: The amount of recoveries received
from defaulted assets reported by the trustee and those that
Moody's assumes as having defaulted as well as the timing of these
recoveries create additional uncertainty. Moody's analyzed
defaulted assets assuming no recoveries, and therefore,
realization of any recoveries in the future would positively
impact the notes' ratings.

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):

Caa ratings notched up by two rating notches (WARF at 1452)

Class A-1A: 0

Class A-1 Interest Only: 0

Caa ratings notched down by two notches (WARF at 1805):

Class A-1A: 0

Class A-1 Interest Only: 0

Loss and Cash Flow Analysis

Moody's applies a Monte Carlo simulation framework in Moody's
CDOROM to model the loss distribution for SF CDOs. The simulated
defaults and recoveries for each of the Monte Carlo scenarios
define the reference pool's loss distribution. Moody's then uses
the loss distribution as an input in the CDOEdge cash flow model.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, and weighted average recovery
rate, are based on its methodology and could differ from the
trustee's reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $29.4 million, defaulted par amount (including
C and Ca assets) of $3.2 million and weighted average default
probability of 7.26% (implying a WARF of 1693). 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.


LSTAR COMMERCIAL 2011-1: Moody's Affirms B2 Rating on Cl. F Certs
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two classes
and affirmed four classes of LSTAR Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2011-1 as
follows:

Cl. A, Affirmed Aaa (sf); previously on Jun 6, 2013 Affirmed Aaa
(sf)

Cl. B, Upgraded to Aa1 (sf); previously on Jun 6, 2013 Affirmed
Aa2 (sf)

Cl. C, Upgraded to A1 (sf); previously on Jun 6, 2013 Affirmed A2
(sf)

Cl. D, Affirmed Baa3 (sf); previously on Jun 6, 2013 Affirmed Baa3
(sf)

Cl. E, Affirmed Ba2 (sf); previously on Jun 6, 2013 Affirmed Ba2
(sf)

Cl. F, Affirmed B2 (sf); previously on Jun 6, 2013 Affirmed B2
(sf)

Ratings Rationale

The ratings on two P&I classes were upgraded based primarily on an
increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 29% since Moody's last
review.

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

Moody's does not rate the interest-only (IO) class for this
transaction.

Moody's rating action reflects a base expected loss of 18% of the
current balance compared to 13% at Moody's last review. Moody's
base expected loss plus realized losses is now 8.1% of the
original pooled balance, compared to 7.8% at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

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

Description of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
structured credit assessment level) for loans with similar
structured credit assessments in the same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 55 compared to 82 at Moody's last review.

Deal Performance

As of the April 25, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 56% to $158 million
from $359 million at securitization. The certificates are
collateralized by 80 mortgage loans ranging in size from less than
1% to 6% of the pool, with the top ten loans (excluding
defeasance) constituting 31% of the pool. The pool contains no
loans with investment-grade structured credit assessments and no
defeased loans.

Forty loans, constituting 53% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Three loans have been liquidated from the pool, contributing to an
aggregate realized loss of $1.1 million (for an average loss
severity of 27%). Nine loans, constituting 15% of the pool, are
currently in special servicing. The largest specially serviced
loan is the 201, 241 & 245 South Yale Street Loan ($5 million --
3% of the pool), which is secured by a 144-unit multifamily
property in Hemet, California, a town within Southern California's
Inland Empire. The property is REO and was acquired by the trust
via a deed-in-lieu of foreclosure in February 2013. The servicer
reports strong leasing activity and increasing occupancy at the
property following a round of recent evictions.

The remaining eight specially serviced loans are secured by a mix
of property types. Moody's estimates an aggregate $14 million loss
for the specially serviced loans (57% expected loss on average).

Moody's has assumed a high default probability for 18 poorly
performing loans, constituting 21% of the pool, and has estimated
an aggregate loss of $5 million (a 15% expected loss based on a
50% probability of default) from these troubled loans.

Moody's received full year 2012 operating results for 86% of the
pool, and full or partial year 2013 operating results for 44% of
the pool. Moody's weighted average conduit LTV is 109% compared to
108% at Moody's last review. Moody's conduit component excludes
loans with structured credit assessments, defeased and CTL loans,
and specially serviced and troubled loans. Moody's net cash flow
(NCF) reflects a weighted average haircut of 11.1% to the most
recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 10.0%.

Moody's actual and stressed conduit DSCRs are 1.21X and 1.05X,
respectively, compared to 1.19X and 1.04X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 12% of the pool balance. The
largest loan is the 8530 North 22nd Avenue Loan ($9 million -- 6%
of the pool), which is secured by a 265-unit multifamily property
in Phoenix, Arizona. The property was 94% leased as of most recent
servicer reporting compared to 96% at year-end 2012 and 91% at
securitization. The loan is on the watchlist for low DSCR. Moody's
LTV and stressed DSCR are 98% and 0.99X, respectively, compared to
100% and 0.97X at prior review.

The second largest loan is the 8732 & 8740 Fair Oaks Blvd. Loan
($5 million -- 3% of the pool). The loan is secured by a 147-unit
multifamily property in Carmichael, California. The loan remains
on the watchlist following a loan assumption which closed in
October 2013. The assumption included a $1 million loan paydown
and the funding of $900,000 in capital and debt service reserves.
Since the loan assumption, the property has received approximately
$1.4 million ($9,000/unit) in upgrades. Moody's LTV and stressed
DSCR are 119% and 0.87X, respectively, compared to 164% and 0.62X
at the last review.

The third largest loan is the 2908 Willowbrook Court Loan ($5
million -- 3% of the pool). The loan is secured by an 86-unit
multifamily complex in Merced, California. Occupancy was 88% as of
year-end 2013 compared to 93% at securitization. The loan benefits
from amortization. Moody's LTV and stressed DSCR are 103% and
1.00X, respectively, compared to 104% and 0.99X at the last
review.


LSTAR COMMERCIAL 2014-2: DBRS Finalizes Cl. F Certs Rating at 'BB'
------------------------------------------------------------------
DBRS Inc. has finalized its provisional ratings on the following
classes of Commercial Mortgage Pass-Through Certificates, Series
2014-2 (the Certificates), issued by LSTAR Commercial Mortgage
Trust 2014-2.  The trends are Stable:

-- Class A-1 at AAA (sf)
-- Class A-2 at AAA (sf)
-- Class X-A at AAA (sf)
-- Class X-B at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (high) (sf)
-- Class E at BBB (low) (sf)
-- Class F at BB (sf)
-- Class G at B (sf)

All classes have been privately placed pursuant to Rule 144A.

The Class X-A and X-B balances are notional.  DBRS ratings on
interest-only certificates address the likelihood of receiving
interest based on the notional amount outstanding.  DBRS considers
the interest-only certificates' position within the transaction
payment waterfall when determining the appropriate rating.

The collateral consists of five newly originated loans (four fixed
and one floating rate) secured by six properties and 203 seasoned
floating-rate loans that were either purchased by Lone Star from
Fannie Mae or originally part of the following now retired
commercial mortgage-backed security (CMBS) transactions: LASL
2006-MF2 and LASL 2006-MF3.  After DBRS issued provisional ratings
on April 29, 2014, three seasoned loans, representing 1.0% of the
cut-off date balance, were paid off and were removed from the
pool.  The seasoned loans are secured primarily by multifamily
properties, with only 15.0% of the seasoned loans secured by
mobile home communities.  All loans were analyzed to determine the
provisional ratings, which reflect the long-term probability of
loan default within the term and the refinance risk at maturity
for 49.9% of the loans that were not fully amortizing, based on a
fully extended loan term.  Due to the floating-rate nature of
55.2% of the pool, the interest rate was modeled based on a DBRS
stressed index, subject to the life cap and floor rates when
applicable.  Additionally, to assess refinance risk for those
loans that are not fully amortizing given the current low interest
rate environment, DBRS applied its refinance constants to the
balloon amounts; this resulted in five loans, representing 30.4%
of the pool, having refinance debt service coverage ratios (DSCR)
below 1.00 times (x).  These five loans, representing 43.9% of the
pool, are newly originated loans.

The five newly originated loans are concentrated, with the largest
two loans, representing in excess of 10.0% of the pool, each at
13.6% and 12.9%, respectively.  Nevertheless, the 203 seasoned
loans are very granular, with only one loan representing more than
1.0% of the pool (1.3%).  The outstanding loan balances of the
seasoned collateral range in size from $3.7 million to less than
$125,000.  The average loan balance of the seasoned collateral is
$769,090.

The seasoned loans have an average seasoning of 96 months.  All of
the loans in the pool are current and none of the loans have ever
been more than 60 days delinquent over the past 36 months.  Only
one loan (representing 0.4% of the pool) has been 30 days
delinquent over the past 36 months.  Additionally, loans that
fully amortize over their respective loan terms represent 50.1% of
the pool, eliminating refinance risk.  The Relius-originated and
seasoned loans' amortization is estimated at 5.1% and 95.7%,
respectively.  While the pool suffers from interest rate risk, as
loans representing 55.2% of the pool have floating interest rates
that adjust periodically during the loan term, DBRS modeled the
floating-rate loans with an average stressed index of 4.33%, which
represents a stress of 4.0% (six-month LIBOR) and 3.3% (one-month
LIBOR) over the current indices when added to the loan's margins,
resulting in an average stressed interest rate of 7.0%.
Approximately 99.6% of the floating-rate loans have an interest
rate floor, which, when the loan margins are deducted, implies an
index floor that is on average more than 3% above the current
relevant LIBOR index.  These floors serve to insulate the current
debt service payment from much of the modeled interest rate
stress.

The transaction structural features for this deal are viewed as
less desirable than what is considered the norm in transactions
securitized post-2010.  Specifically, affiliates of Lone Star are
both the mortgage loan seller and special servicer, and appraisal
reduction amounts are not deducted from outstanding principal
certificate balances when determining if a Control Termination
Event has occurred in order to remove control from a party that no
longer has an economic interest in the transaction.  The seasoned
multifamily loans have representations and warranties that are
limited in scope but generally in line with expectations for
seasoned collateral, with the exception of those representations
dealing with insurance and property condition.  The insurance
representation for seasoned loans states that all properties are
insured for fire, hazard and commercial general liability
insurance, but no mention is made with respect to earthquake,
windstorm and flood coverage.  The property condition
representation for seasoned loans includes a qualifier to the loan
seller's knowledge, but the loan seller did not perform
inspections on any of the properties securing the seasoned loans,
instead reviewing site inspections conducted prior to the
acquisition of the loans.


MADISON PARK XII: Moody's Assigns (P)Ba3 Rating on Cl. E Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to seven classes of notes to be
issued by Madison Park Funding XII, Ltd.:

$495,000,000 Class A Floating Rate Notes due 2026 (the "Class A
Notes"), Assigned (P)Aaa (sf)

$87,000,000 Class B-1 Floating Rate Notes due 2026 (the "Class B-
1 Notes"), Assigned (P)Aa2 (sf)

$10,000,000 Class B-2 Fixed Rate Notes due 2026 (the "Class B-2
Notes"), Assigned (P)Aa2 (sf)

$52,000,000 Class C Deferrable Floating Rate Notes due 2026 (the
"Class C Notes"), Assigned (P)A2 (sf)

$49,600,000 Class D Deferrable Floating Rate Notes due 2026 (the
"Class D Notes"), Assigned (P)Baa3 (sf)

$48,400,000 Class E Deferrable Floating Rate Notes due 2026 (the
"Class E Notes"), Assigned (P)Ba3 (sf)

$10,000,000 Class F Deferrable Floating Rate Notes due 2026 (the
"Class F Notes"), Assigned (P)B3 (sf)

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

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating, if any, may differ
from a provisional rating.

Ratings Rationale

Moody's provisional ratings of the Rated Notes address the
expected losses posed to noteholders. The provisional ratings
reflect the risks due to defaults on the underlying portfolio of
loans, the transaction's legal structure, and the characteristics
of the underlying assets.

Madison Park XII is a managed cash flow CLO. The notes will be
collateralized primarily by broadly syndicated first lien senior
secured corporate loans. At least 92.5% of the portfolio must be
invested in senior secured loans, and up to 7.5% of the portfolio
may consist of second lien loans, senior unsecured loans and
senior secured notes. The underlying collateral pool is expected
to be approximately 75% ramped as of the closing date.

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

In addition to the Rated Notes, the Issuer will issue subordinated
notes. The transaction incorporates interest and par coverage
tests which, if triggered, divert interest and principal proceeds
to pay down the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in February 2014.

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

Par amount: $800,000,000

Diversity Score: 65

Weighted Average Rating Factor (WARF): 2925

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 49.0%

Weighted Average Life (WAL): 8.0 years.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

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

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the ratings assigned to the
Rated Notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Rated Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds to
higher expected losses), holding all other factor equal:

Percentage Change in WARF -- increase of 15% (from 2925 to 3364)

Rating Impact in Rating Notches

Class A Notes: 0

Class B-1 Notes: -1

Class B-2 Notes: -1

Class C Notes: -1

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

Percentage Change in WARF -- increase of 30% (from 2925 to 3803)

Rating Impact in Rating Notches

Class A Notes: -1

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C Notes: -3

Class D Notes: -2

Class E Notes: -1

Class F Notes: -3

The V Score for this transaction is Medium/High. Moody's assigned
this V Score in a manner similar to the Medium/High V Score
assigned for the global cash flow CLO sector, as described in the
special report titled "V Scores and Parameter Sensitivities in the
Global Cash Flow CLO Sector," dated July 6, 2009 and available on
www.moodys.com.

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.


MAGNETITE VIII: Moody's Assigns Ba3 Rating on $36.8MM Notes
-----------------------------------------------------------
Moody's Investors Service has assigned ratings to six classes of
notes issued by Magnetite VIII, Limited:

  $367,500,000 Class A Senior Secured Floating Rate Notes due
  2026 (the "Class A Notes"), Definitive Rating Assigned Aaa (sf)

  $76,500,000 Class B Senior Secured Floating Rate Notes due 2026
  (the "Class B Notes"), Definitive Rating Assigned Aa2 (sf)

  $37,500,000 Class C Deferrable Mezzanine Floating Rate Notes
  due 2026 (the "Class C Notes"), Definitive Rating Assigned A2
  (sf)

  $34,890,000 Class D Deferrable Mezzanine Floating Rate Notes
  due 2026 (the "Class D Notes"), Definitive Rating Assigned Baa3
  (sf)

  $36,750,000 Class E Deferrable Mezzanine Floating Rate Notes
  due 2026 (the "Class E Notes"), Definitive Rating Assigned
  Ba3 (sf)

  $5,580,000 Class F Deferrable Mezzanine Floating Rate Notes due
  2026 (the "Class F Notes"), Definitive Rating Assigned B2 (sf)

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

Ratings Rationale

Moody's ratings of the Rated Notes address the expected losses
posed to noteholders. The ratings reflect the risks due to
defaults on the underlying portfolio of assets, the transaction's
legal structure, and the characteristics of the underlying assets.

Magnetite VIII is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated senior secured
corporate loans. At least 90% of the portfolio must consist of
first lien senior secured loans, cash and eligible investments,
and up to 10% of the portfolio may consist of second lien loans
and unsecured loans. The portfolio is approximately 67% ramped as
of the closing date.

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

In addition to the Rated Notes, the Issuer will issue subordinated
notes. The transaction incorporates interest and par coverage
tests which, if triggered, divert interest and principal proceeds
to pay down the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in February 2014.

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

Par amount: $600,000,000

Diversity Score: 65

Weighted Average Rating Factor (WARF): 2750

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 47.00%

Weighted Average Life (WAL): 8 years

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

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

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the ratings assigned to the
Rated Notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Rated Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds to
higher expected losses), assuming that all other factors are held
equal:

Percentage Change in WARF -- increase of 15% (from 2750 to 3163)

Rating Impact in Rating Notches

Class A Notes: 0

Class B Notes: -1

Class C Notes: -1

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

Percentage Change in WARF -- increase of 30% (from 2750 to 3575)

Rating Impact in Rating Notches

Class A Notes: -1

Class B Notes: -2

Class C Notes: -3

Class D Notes: -2

Class E Notes: -1

Class F Notes: -3


MARATHON CLO VI: S&P Assigns 'BB' Rating on Class D Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Marathon CLO VI Ltd./Marathon CLO VI LLC's $441.75 million
floating-rate notes.

The note issuance is a collateralized loan obligation transaction
backed by a revolving pool consisting primarily of broadly
syndicated senior secured loans.

The ratings reflect S&P's assessment of:

   -- The credit enhancement provided to the rated notes through
      the subordination of cash flows that are payable to the
      subordinated notes.

   -- The transaction's credit enhancement, which is sufficient to
      withstand the defaults applicable for the supplemental tests
      (not counting the excess spread), and cash flow structure,
      which can withstand the default rate projected by Standard &
      Poor's CDO Evaluator model, as assessed by Standard & Poor's
      using the assumptions and methods outlined in its corporate
      collateralized debt obligation (CDO) criteria.

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

   -- The diversified collateral portfolio, which consists
      primarily of broadly syndicated, speculative-grade senior
      secured term loans.

   -- The collateral manager's experienced management team.

   -- The transaction's ability to pay timely interest and
      ultimate principal on the rated notes, assessed using S&P's
      cash flow analysis and assumptions commensurate with the
      assigned ratings under various interest rate scenarios,
      including LIBORs ranging from 0.2281%-13.8385%.

   -- The transaction's overcollateralization and interest
      coverage tests, a failure of which will lead to the
      diversion of interest and principal proceeds to reduce the
      balance of the rated notes outstanding.

   -- The transaction's reinvestment overcollateralization test, a
      failure of which will lead to the reclassification of excess
      interest proceeds that are available before paying uncapped
      administrative expenses and fees, subordinated hedge
      payments, amounts into the reserve account, collateral
      manager incentive fees, and subordinated note payments, as
      principal proceeds to purchase additional collateral assets
      during the reinvestment period.

RATINGS ASSIGNED

Marathon CLO VI Ltd./Marathon CLO VI LLC

Class                   Rating      Amount (mil. $)
A-1                     AAA (sf)             288.50
A-2                     AA (sf)               51.70
B (deferrable)          A (sf)                45.80
C (deferrable)          BBB (sf)              25.75
D (deferrable)          BB (sf)               22.70
E (deferrable)          B (sf)                 7.30
Subordinated notes      NR                    48.50

NR-Not rated.


MERRILL LYNCH 2004-KEY2: Fitch Affirms CCC Rating on Class D Notes
------------------------------------------------------------------
Fitch Ratings has downgraded one distressed class and affirmed 14
classes of Merrill Lynch Mortgage Trust 2004-KEY2.

Key Rating Drivers

The affirmations reflect the relatively stable performance of the
pool.  The downgrade is due to increased certainty of losses on
the specially serviced loans.  Fitch modeled losses of 10.9% of
the remaining pool; expected losses on the original pool balance
total 9.2%, including $49.5 million (4.4% of the original pool
balance) in realized losses to date.

There are 80 loans remaining in the pool.  Fitch has designated 14
loans (19.5%) as Fitch Loans of Concern, which includes six
specially serviced assets (9.4%); 13 loans (20.1%) are defeased.
Maturities are concentrated in 2014 with 61 loans (87.6% of the
pool) scheduled to mature.  As of the April 2014 distribution
date, the pool's aggregate principal balance has been reduced by
56.3% to $487.3 million from $1.12 billion at issuance.  Interest
shortfalls are currently affecting classes G through DA.

The largest contributor to expected losses is a 125,422 square
foot (sf) retail center located in Castaic, CA.  The loan
transferred to special servicing in November 2010 due to payment
default and foreclosure was completed in March 2012.  Per the
servicer, the anchor tenant, Ralph's Grocery, which occupies
44,190 sf, recently closed its store but is continuing to remit
their contractual rent.  Ralph's lease runs through October 2017.
Rite Aid, the second largest tenant, occupies 27,985 sf and has
recently extended their lease one year through January 2015.  As
of year-end 2013 the property's net operating income (NOI) was
$1.3 million with an occupancy of 82.6%.  Marketing efforts to re-
lease the Ralph's space is underway.

The next largest contributor to expected losses is a 291,333 sf
retail center located in Farmington Hills, MI.  In 2012, Kohl's
(which occupied 25% of the property) vacated, which reduced the
occupancy to 70%.  The loan was sent to special servicing in May
2012 due to payment default and foreclosure was completed in
November 2013.  As of year-end 2013 the property was 70% occupied
and reported NOI of $847,054.

The third largest contributor to expected losses is a loan secured
by a 98,121 sf retail center in Rocklin, CA.  The loan transferred
to special servicing in March 2014 due to significant shortfall
from operations resulting from the loss of a major tenant in 2012.
As of December 2013 the property was 73% occupied and reported a
year-end NOI debt service coverage ratio (DSCR) of 0.24x.  The
special servicer is moving toward foreclosure as the borrower
informed the servicer that they could no longer support the
shortfall.

Rating Sensitivity

Rating Outlooks on classes A-1A through C remain Stable due to
increasing credit enhancement and continued paydown.  Additional
downgrades to classes D through G, the distressed classes, are
possible as losses are realized. Classes H through P will remain
at 'Dsf' as losses have already been realized.

Fitch downgrades the following class as indicated:

   -- $15.3 million class F to 'Csf' from 'CCsf', RE 0%.

Fitch affirms the following classes and revises Rating Outlooks as
indicated:

   -- $119.3 million class A-1A at 'AAAsf', Outlook Stable;
   -- $261.1 million class A-4 at 'AAAsf', Outlook Stable;
   -- $26.5 million class B at 'Asf', Outlook to Stable from
      Negative;
   -- $8.4 million class C at 'BBBsf', Outlook to Stable from
      Negative;
   -- $22.3 million class D at 'CCCsf', RE 100%.
   -- $12.5 million class E at 'CCsf', RE 0%;
   -- $11.1 million class G at 'Csf', RE 0%;
   -- $10.4 million class H at 'Dsf', RE 0%;
   -- $0 class J at 'Dsf', RE 0%;
   -- $0 class K at 'Dsf', RE 0%;
   -- $0 class L at 'Dsf', RE 0%;
   -- $0 class M at 'Dsf', RE 0%;
   -- $0 class N at 'Dsf', RE 0%;
   -- $0 class P at 'Dsf', RE 0%.

The class A-1, A-2 and A-3 certificates have paid in full. Fitch
does not rate the class Q and DA certificates.  Fitch previously
withdrew the ratings on the interest-only class XC and XP
certificates.


MORGAN STANLEY 2002-TOP7: Moody's Affirms C Rating on Cl. L Certs
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of one class and
affirmed four classes of Morgan Stanley Dean Witter Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2002-
TOP7 as follows:

Cl. H, Affirmed Aaa (sf); previously on Jun 20, 2013 Upgraded to
Aaa (sf)

Cl. J, Upgraded to Baa2 (sf); previously on Jun 20, 2013 Upgraded
to Ba1 (sf)

Cl. K, Affirmed Caa2 (sf); previously on Jun 20, 2013 Affirmed
Caa2 (sf)

Cl. L, Affirmed C (sf); previously on Jun 20, 2013 Affirmed C (sf)

Cl. X-1, Affirmed Caa2 (sf); previously on Jun 20, 2013 Downgraded
to Caa2 (sf)

Ratings Rationale

The rating on the P&I class J was upgraded based primarily on an
increase in credit support resulting from loan paydowns and
amortization as well as an increase in defeasance, to 13% of the
current pool balance from 10% at the last review.

The rating on the P&I class H was affirmed because the
transaction's key metrics, including Moody's loan-to-value (LTV)
ratio, Moody's stressed debt service coverage ratio (DSCR) and the
transaction's Herfindahl Index (Herf), are within acceptable
ranges. The rating on the P&I classes K and L were affirmed
because the ratings are consistent with Moody's expected loss. The
rating on the IO class, Class X-1 was affirmed based on the credit
performance of its referenced classes.

Moody's rating action reflects a base expected loss of 8.9% of the
current balance compared to 6.3% at Moody's last review. Moody's
base expected loss plus realized losses is now 2.2% of the
original pooled balance, the same as at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in 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. Please see the Credit Policy
page on www.moodys.com for a copy of these methodologies.

Description Of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
structured credit assessment level) for loans with similar
structured credit assessments in the same transaction.

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

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the April 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 98% to $23.7
million from $969.4 million at securitization. The certificates
are collateralized by eight mortgage loans ranging in size from
less than 1% to 51% of the pool. Two loans, constituting 13% of
the pool, have defeased and are secured by US government
securities. There are no loans that have investment-grade
structured credit assessments.

One loan, constituting 22% of the pool, is on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Twelve loans have been liquidated from the pool, resulting in an
aggregate realized loss of $19.3 million (for an average loss
severity of 28%). There are no loans currently in special
servicing.

Moody's has assumed a high default probability for one poorly
performing loan that has estimated a significant loss from this
loan.

Moody's received full year 2012 and full or partial year 2013
operating results for 100% of the pool. Moody's weighted average
conduit LTV is 46% compared to 45% at Moody's last 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 5% to
the most recently available net operating income (NOI). Moody's
value reflects a weighted average capitalization rate of 9.5%.

Moody's actual and stressed conduit DSCRs are 1.91X and 2.44X,
respectively, compared to 1.90X and 2.46X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 78% of the pool balance. The
largest loan is the Summerlin Centerpointe Plaza Loan ($12.1
million -- 51.1% of the pool), which is secured by a 144,819
square foot (SF) grocery anchored retail center located in Las
Vegas, Nevada. The center is anchored by Albertson's (41% of the
net rentable area (NRA); lease expiration December 2026). Other
tenants include CVS, H&R Block, State Farm, GNC, Starbucks, Pizza
Hut, and McDonalds. As of March 2014, the property was 100% leased
compared to 97% at last review. The loan is stable and benefiting
from amortization. Moody's LTV and stressed DSCR are 49% and
2.07X, respectively, compared to 50% and 2.06X at last review.

The second largest loan is the Rancho Vistoso Shopping Center loan
($5.3 million -- 22.3% of the pool), which is secured by a retail
property located in Tucson, Arizona. As of December 2013, the
property was 53% leased compared to only 36% at last review. The
loan was modified in 2011 and is interest only. Moody's has
identified this as a troubled loan due to its poor performance.
Moody's LTV and stressed DSCR are 157% and 0.65X, respectively,
compared to 225% and 0.46X at last review.

The third largest loan is the Tully Manor North Loan ($1.2 million
-- 5.0% of the pool), which is secured by 79-unit multifamily
complex located in Modesto, California. As of March 2014, the
property was 96% leased compared to 97% at last review. Year-end
2013 NOI dropped due to an increase in expenses. The loan is fully
amortizing. Moody's LTV and stressed DSCR are 49% and 2.10X,
respectively, compared to 43% and 2.41X at the last review.


MORGAN STANLEY 2003-IQ6: Moody's Cuts Cl. X-1 Certs Rating to B3
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on seven
classes, downgraded the ratings on one class and affirmed the
ratings on three classes in Morgan Stanley Capital I Trust,
Commercial Mortgage Pass-Through Certificates, Series 2003-IQ6 as
follows:

Cl. E, Upgraded to Aaa (sf); previously on Aug 1, 2013 Upgraded to
A2 (sf)

Cl. F, Upgraded to Aa2 (sf); previously on Aug 1, 2013 Upgraded to
A3 (sf)

Cl. G, Upgraded to A2 (sf); previously on Aug 1, 2013 Affirmed
Baa3 (sf)

Cl. H, Upgraded to Baa1 (sf); previously on Aug 1, 2013 Affirmed
Ba2 (sf)

Cl. J, Upgraded to Ba2 (sf); previously on Aug 1, 2013 Affirmed B1
(sf)

Cl. K, Upgraded to B1 (sf); previously on Aug 1, 2013 Affirmed B3
(sf)

Cl. L, Upgraded to B2 (sf); previously on Aug 1, 2013 Affirmed
Caa1 (sf)

Cl. M, Affirmed Caa2 (sf); previously on Aug 1, 2013 Affirmed Caa2
(sf)

Cl. N, Affirmed Caa3 (sf); previously on Aug 1, 2013 Affirmed Caa3
(sf)

Cl. X-1, Downgraded to B3 (sf); previously on Aug 1, 2013 Affirmed
Ba3 (sf)

Cl. X-Y, Affirmed Aaa (sf); previously on Aug 1, 2013 Affirmed Aaa
(sf)

Ratings Rationale

The ratings on seven P&I classes were upgraded based primarily on
an increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 91% since Moody's last
review.

The ratings on two P&I classes were affirmed because the ratings
are consistent with Moody's expected loss.

The ratings on the IO class, Cl. X-Y, was affirmed based on the
credit performance (or the weighted average rating factor or WARF)
of the referenced residential cooperative loans.

The rating on the IO Class, Cl. X-1, was downgraded due to the
decline in the credit performance of its reference classes
resulting from principal paydowns of higher quality reference
classes.

Moody's rating action reflects a base expected loss of 2.2% of the
current balance, compared to 1.4% at Moody's last review. Moody's
base expected loss plus realized losses is now 1.0% of the
original pooled balance, compared to 1.6% at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

Description Of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
structured credit assessment level) for loans with similar
structured credit assessments in the same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of four, compared to 11 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the April 15, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 95% to $46 million
from $998 million at securitization. The certificates are
collateralized by 22 mortgage loans ranging in size from less than
1% to 44% of the pool, with the top ten loans constituting 89% of
the pool. Ten loans, constituting 62% of the pool, have
investment-grade structured credit assessments. One loan,
constituting 8% of the pool, has defeased and is secured by US
government securities.

Four loans, constituting 14% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Two loans have been liquidated at a loss from the pool, resulting
in an aggregate realized loss of $9 million (for an average loss
severity of 55%). No loans are currently in special servicing.

Moody's received full year 2012 operating results for 95% of the
pool, and full or partial year 2013 operating results for 91%.
Moody's weighted average conduit LTV is 36%, compared to 78% at
Moody's last review. Moody's conduit component excludes loans with
structured credit assessments, defeased and troubled loans.
Moody's net cash flow (NCF) reflects a weighted average haircut of
11% to the most recently available net operating income (NOI).
Moody's value reflects a weighted average capitalization rate of
9.3%.

Moody's actual and stressed conduit DSCRs are 1.40X and 3.59X,
respectively, compared to 1.33X and 1.39X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The largest loan with a strcutred credit assessment is the 3 Times
Square Loan ($20 million -- 43.6% of the pool), which represents a
participation interest in a $96 million A-Note. The loan is
collateralized by the sponsor's leasehold interest in an 880,000
square foot (SF) Class A office tower located in the Times Square
district of Midtown Manhattan. The largest tenant, Thomson Reuters
Corporation, leases 78% of the property's net rentable area (NRA)
through November 2021. The loan is fully amortizing and matures in
October 2021. Moody's current structured credit assessment and
stressed DSCR are aaa (sca.pd) and 4.24X.

The remaining nine strcutred credit assessments ($8 million --
18.0% of the pool) are associated with multifamily housing
cooperative loans. The current loan exposure is $14,356 per unit.
Moody's current structured credit assessment for these loans is
aaa (sca.pd).

The entire conduit only represents 21% of the remaining deal
balance. The top three conduit loans represent 12% of the deal.
All top three conduit loans are fully amortizing loans and have
amortized 55% since securitization on average. Moody's LTV for the
top three conduit loans ranges from 20% to 55%. All of the conduit
loans have a debt yield in excess of 17% based on the most recent
annual net operating income.


MORGAN STANLEY 2006-8AR: Moody's Affirms 16 Tranches of RMBS Debt
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of 16 tranches
backed by Alt-A RMBS loans, issued by Morgan Stanley Mortgage Loan
Trust 2006-8AR.

Complete rating actions are as follows:

Issuer: Morgan Stanley Mortgage Loan Trust 2006-8AR

Cl. 1-A-1, Affirmed Ca (sf); previously on Aug 12, 2010 Downgraded
to Ca (sf)

Cl. 1-A-2, Affirmed Ca (sf); previously on Aug 12, 2010 Downgraded
to Ca (sf)

Cl. 1-A-3, Affirmed Ca (sf); previously on Aug 12, 2010 Downgraded
to Ca (sf)

Cl. 1-A-4, Affirmed Ca (sf); previously on Sep 4, 2012 Downgraded
to Ca (sf)

Cl. 1-A-5, Affirmed C (sf); previously on Aug 12, 2010 Downgraded
to C (sf)

Cl. 2-A-1, Affirmed Ca (sf); previously on Aug 12, 2010 Downgraded
to Ca (sf)

Cl. 3-A, Affirmed Ca (sf); previously on Aug 12, 2010 Downgraded
to Ca (sf)

Cl. 4-A-1, Affirmed B1 (sf); previously on Jan 27, 2014 Downgraded
to B1 (sf)

Cl. 4-A-2, Affirmed Caa3 (sf); previously on Sep 4, 2012 Confirmed
at Caa3 (sf)

Cl. 5-A-1, Affirmed Caa1 (sf); previously on Aug 12, 2010
Downgraded to Caa1 (sf)

Cl. 5-A-2, Affirmed B2 (sf); previously on Aug 12, 2010 Downgraded
to B2 (sf)

Cl. 5-A-3, Affirmed Caa1 (sf); previously on Aug 12, 2010
Downgraded to Caa1 (sf)

Cl. 5-A-4, Affirmed B3 (sf); previously on Aug 12, 2010 Downgraded
to B3 (sf)

Cl. 5-A-5, Affirmed Ca (sf); previously on Aug 12, 2010 Downgraded
to Ca (sf)

Cl. 6-A-1, Affirmed B1 (sf); previously on Jan 27, 2014 Downgraded
to B1 (sf)

Cl. 6-A-2, Affirmed Ca (sf); previously on Aug 12, 2010 Downgraded
to Ca (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.

On January 27, 2014, we took rating actions on certain tranches
from this transaction.  The rating actions as well as the January
2014 rating actions reflect updates and corrections to the cash-
flow model used by Moody's in rating the transaction. For this
deal, the modeling changes pertain to the calculation of the
senior percentage post subordination depletion and payment of
arrears to the senior bonds.

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 6.3% in April 2014 from 7.5%
in April 2013. 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.


MORTGAGEIT TRUST 2005-5: Moody's Ups Rating on A-2 Notes to Caa1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two tranches
issued by MortgageIT Trust 2005-5. The tranches are backed by Alt-
A RMBS loans issued in 2005.

Complete rating actions are as follows:

Issuer: MortgageIT Trust 2005-5, Mortgage-Backed Notes, Series
2005-5

Cl. A-1, Upgraded to Ba2 (sf); previously on Jun 27, 2013
Confirmed at B1 (sf)

Cl. A-2, Upgraded to Caa1 (sf); previously on Jun 27, 2013
Confirmed at Caa3 (sf)

Ratings Rationale

The rating actions are a result of performance on the underlying
pools and reflect Moody's updated loss expectations on the pools.
The ratings upgraded reflect the buildup of credit enhancement to
the underlying bonds through overcollateralization and excess
spread. Pool performance has remained stable.

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 6.3% in April 2014 from 7.5%
in April 2013. 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.


MSIM PECONIC: S&P Affirms 'B+' Rating on Class E Notes
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C notes from MSIM Peconic Bay Ltd., a cash flow
collateralized loan obligation (CLO) transaction managed by
Invesco Senior Secured Management, and removed these ratings from
CreditWatch, where S&P had placed them with positive implications
on Feb. 21, 2014.  At the same time, S&P affirmed its ratings on
the class A-1-A, A-1-B, D and E notes.

Since S&P's July 2013 rating actions, the transaction has paid
down the class A-1-A notes by $87 million, to 17% of its initial
issuance amount.  The class A/B overcollateralization (O/C) ratio
increased to 145% as of the April 2014 trustee report, from 128%
as of the June 2013 trustee report.  S&P also noted that the
proportion of assets with recovery ratings of '1' or '2' has
increased, resulting in a higher calculated weighted average
recovery rate used for S&P's cash flow analysis.  S&P affirmed its
'AAA (sf)' ratings on the two class A-1 notes and raised its
ratings on the class B and C notes to reflect the increase in
credit support available to these notes.

Although there has been an increase to the class D and E O/C
ratios, the spread and the LIBOR floor levels of the floating-rate
assets have decreased from July 2013 levels.  Additionally, the
rating on the class E note is sensitive to cash flow assumptions
used to model reinvestment of prepayments.  S&P affirmed its
ratings on the class D and E notes to reflect the availability of
sufficient credit support at the current rating levels.

S&P 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 S&P will take further
rating actions as it deems necessary.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

MSIM Peconic Bay Ltd.

                              Cash flow
         Previous             implied     Cash flow    Final
Class    rating               rating      cushion (i)  rating

A-1-A    AAA (sf)             AAA (sf)    26.18%       AAA (sf)
A-1-B    AAA (sf)             AAA (sf)    21.93%       AAA (sf)
B        AA+ (sf)/Watch Pos   AAA (sf)    6.80%        AAA (sf)
C        A+ (sf)/Watch Pos    AA (sf)     1.93%        AA (sf)
D        BB+ (sf)             BB+ (sf)    9.26%        BB+ (sf)
E        B+ (sf)              B- (sf)     1.56%        B+ (sf)

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated additional
scenarios in which it made negative adjustments of 10% to the
current collateral pool's recovery rates relative to each
tranche's weighted average recovery rate.

S&P also generated other scenarios by adjusting the intra- and
inter-industry correlations to assess the current portfolio's
sensitivity to different correlation assumptions assuming the
correlation scenarios outlined below.

Correlation

Scenario        Within industry (%)    Between industries (%)

Below base case               15.0                       5.0
Base case                     20.0                       7.5
Above base case               25.0                      10.0

                    Recovery  Correlation  Correlation
         Cash flow  decrease  increase     decrease
         implied    implied   implied      implied    Final
Class    rating     rating    rating       rating     rating

A-1-A    AAA (sf)   AAA (sf)  AAA (sf)     AAA (sf)   AAA (sf)
A-1-B    AAA (sf)   AAA (sf)  AAA (sf)     AAA (sf)   AAA (sf)
B        AAA (sf)   AAA (sf)  AAA (sf)     AAA (sf)   AAA (sf)
C        AA (sf)    AA- (sf)  AA (sf)      AA+ (sf)   AA (sf)
D        BB+ (sf)   BB+ (sf)  BBB- (sf)    BBB+ (sf)  BB+ (sf)
E        B- (sf)    CCC (sf)  B (sf)       B+ (sf)    B+ (sf)

DEFAULT BIASING SENSITIVITY

To assess whether the current portfolio has sufficient diversity,
S&P biased defaults on the assets in the current collateral pool
with the highest spread and lowest base-case recoveries.

                      Spread        Recovery
         Cash flow    compression   compression
         implied      implied       implied       Final
Class    rating       rating        rating        rating

A-1-A    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-1-B    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
B        AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
C        AA (sf)      AA (sf)       A+ (sf)       AA (sf)
D        BB+ (sf)     BB+ (sf)      B+ (sf)       BB+ (sf)
E        B- (sf)      B (sf)        CC (sf)       B+ (sf)

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITVE

MSIM Peconic Bay Ltd.

              Rating
Class     To          From

B         AAA (sf)    AA+ (sf)/Watch Pos
C         AA (sf)     A+ (sf)/Watch Pos

RATINGS AFFIRMED

MSIM Peconic Bay Ltd.

Class         Rating

A-1-A         AAA (sf)
A-1-B         AAA (sf)
D             BB+ (sf)
E             B+ (sf)


OCTAGON INVESTMENT XVIII: S&P Affirms BB Rating on Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Octagon
Investment Partners XVIII Ltd./Octagon Investment Partners XVIII
LLC's $657.05 million fixed- and floating-rate notes following the
transaction's effective date as of Feb. 20, 2014.

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

"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 noted.

"In our published effective date report, we discuss our 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, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated U.S. cash flow CLO," S&P added.

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 S&P deems
necessary.

RATINGS LIST

Octagon Investment Partners XVIII Ltd.
                     Rating
Class   Identifier   To         From
A-1     67590JAA1    AAA (sf)   AAA (sf)
A-2A    67590JAC7    AA (sf)    AA (sf)
A-2B    67590JAE3    AA (sf)    AA (sf)
B       67590JAG8    A (sf)     A (sf)
C       67590JAL7    BBB (sf)   BBB (sf)
D       67590KAA8    BB (sf)    BB (sf)
E       67590KAC4    B (sf)     B (sf)


PACIFIC SHORES: Moody's Raises Rating on 2 Note Classes to Caa1
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Pacific Shores CDO, Ltd.:

$96,000,000 Class B-1 Second Priority Senior Secured Floating
Rate Notes due 2037, Upgraded to Caa1 (sf); previously on
March 6, 2014 Caa3 (sf) Placed Under Review for Possible
Upgrade;

$16,000,000 Class B-2 Second Priority Senior Secured Floating
Rate Notes due 2037, Upgraded to Caa1 (sf); previously on
March 6, 2014 Caa3 (sf) Placed Under Review for Possible
Upgrade.

Pacific Shores CDO, Ltd., issued in June 2002, is a collateralized
debt obligation backed primarily by a portfolio of RMBS, CMBS,
ABS, and corporate bonds originated in 2000 to 2004.

Ratings Rationale

These rating actions are due primarily to the deleveraging of the
senior notes and an increase in the transaction's
overcollateralization ratios since the last rating action. The
Class A Notes have paid down by approximately 97.8%, or $26
million, since May 2013. Based on Moody's calculation, the over-
collateralization ratio of the Class B Notes is at 98.1%, versus
90.1% in May 2013. Additionally, Moody's notes that the senior
notes are benefiting from excess interest diversion due to the
failure of the Class A/B OC test. In particular, approximately
$1.0 million of interest proceeds were diverted to amortize the
senior notes on the April 3, 2014 payment date.

The deal also benefits from the updates to Moody's SF CDO
methodology described in "Moody's Approach to Rating SF CDOs"
published on March 6, 2014. These updates include: (i) lowering
the resecuritization stress factors for RMBS (US Prime, Subprime,
Manufactured Housing), CDOs exposed to investment grade corporate
assets, and ABS backed by franchise loans or by mutual fund fees;
(ii) using a common table of recovery rates for all structured
finance assets (except for CMBS and SF CDO); and (iii) providing
more guidance on the rating caps Moody's  apply to deals
experiencing event of default. In taking the foregoing actions,
Moody's also announced that it had concluded its review of its
ratings on the issuer's Class B-1 and B-2 Notes announced on March
6, 2014. At that time, Moody's said that it had placed the ratings
on review for upgrade as a result of the aforementioned
methodology updates.

The deal has also benefited from an improvement in the credit
quality of the underlying portfolio since May 2013. Based on
Moody's calculation, the weighted average rating factor is
currently 1487, compared to 1820 in May 2013.

The trustee reported that, on December 23, 2011, the transaction
experienced an "Event of Default" when the Class B Notes'
overcollateralization ratio failed, having declined below 100%,
the minimum required under Section 5.1 of the 27 June 2002
indenture. The Event of Default continues.

Under Article V of the indenture, during an Event of Default
following failure of the over-collateralization test, if
liquidation proceeds will not equal the aggregate par of the
portfolio sold, the noteholders, by unanimous consent, can direct
the trustee to proceed with the sale and liquidation of the
collateral. In that event, the severity of losses will depend on
the timing and choice of remedy pursued. Although Moody's believes
the likelihood of liquidation is low, the rating actions result in
part from concerns about potential losses arising from
liquidation.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs," published in March 2014.

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, as described below:

1) Macroeconomic uncertainty: Primary causes of uncertainty about
assumptions are the extent of any slowdown in growth in the
current macroeconomic environment and in the commercial and
residential real estate property markets. Although the commercial
real estate property markets are gaining momentum, consistent
growth will be unlikely until the volume of transactions
increases, distressed properties are cleared from the pipeline and
job creation rebounds. The residential real estate property market
is subject to uncertainty about housing prices; the pace of
residential mortgage foreclosures, loan modifications and
refinancing; the unemployment rate; and interest rates.

2) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from unscheduled principal proceeds,
recoveries from defaulted assets, and excess interest proceeds
will continue and at what pace. Faster deleveraging than Moody's
expects could have a significant impact on the notes' ratings.

3) Recovery of defaulted assets: The amount of recoveries received
from defaulted assets reported by the trustee and those that
Moody's assumes as having defaulted as well as the timing of these
recoveries create additional uncertainty. Moody's analyzed
defaulted assets assuming no recoveries, and therefore,
realization of any recoveries in the future would positively
impact the notes' ratings.

4) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors Moody's rates Caa1 or lower, especially if they jump to
default. Because of the deal's lack of granularity, Moody's
supplemented its analysis with a individual scenario analysis.

Loss and Cash Flow Analysis:

Moody's applies a Monte Carlo simulation framework in Moody's
CDOROM to model the loss distribution for SF CDOs. The simulated
defaults and recoveries for each of the Monte Carlo scenarios
define the reference pool's loss distribution. Moody's then uses
the loss distribution as an input in the CDOEdge cash flow model.

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):

Ba1 and below ratings notched up by two rating notches:

Class A: 0

Class B-1: +2

Class B-2: +2

Class C: 0

Ba1 and below ratings notched down by two notches:

Class A: 0

Class B-1: -2

Class B-2: -2

Class C: 0


PREFERRED TERM XXVIII: Moody's Hikes Cl. B Notes Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Preferred Term Securities XXVIII, Ltd.:

$191,000,000 Floating Rate Class A-1 Senior Notes due March 22,
2038 (current outstanding balance of $153,202,207), Upgraded to A2
(sf); previously on May 30, 2013 Upgraded to A3 (sf)

$45,700,000 Floating Rate Class A-2 Senior Notes due March 22,
2038 (current outstanding balance of $43,748,885), Upgraded to
Baa1 (sf); previously on May 30, 2013 Upgraded to Baa3 (sf)

$44,400,000 Floating Rate Class B Mezzanine Notes due March 22,
2038 (current outstanding balance of $42,504,387), Upgraded to
Caa1 (sf); previously on May 30, 2013 Affirmed Ca (sf)

Preferred Term Securities XXVIII, Ltd., issued in November 2007,
is a collateralized debt obligation backed by a portfolio of bank
and insurance trust preferred securities (TruPS).

Ratings Rationale

The rating actions are primarily a result of the deleveraging of
the senior-most notes, an increase in the transaction's over-
collateralization ratios, and improvement in the credit quality of
the underlying portfolio since September 2013.

The Class A-1 notes have paid down by approximately 1.9% or $3.0
million since September 2013, using principal proceeds from the
redemption of the underlying assets and the diversion of excess
interest proceeds. The Class A-1 notes' par coverage has thus
improved to 178.26% from 164.06% since September 2013, by Moody's
calculations. Based on the trustee's 24 March 2014 report, the
over-collateralization ratio of the Class A-2 notes was 138.66%
(limit 128.00%), versus 127.72% on September 23, 2013, that of the
Class B notes, 114.05% (limit 115.00%), versus 104.46%, and that
of the Class C notes 95.25% (limit 106.20%) versus 87.37%. The
Class A-1 notes will continue to benefit from the diversion of
excess interest and the use of proceeds from redemptions of any
assets in the collateral pool. Moody's notes, however, that upon a
breach of the Class B, C or D over-collateralization test,
interest proceeds will pay down all the notes referenced in that
particular OC test on a pro rata basis, rather than sequentially
in the order of seniority. The Class B, C and D OC tests are
currently out of compliance; in particular the Class C and D OC
tests are failing their triggers by a large margin.

The deal has also benefited from improvement in the credit quality
of the underlying portfolio. The total par amount that Moody's
treated as having defaulted or deferring declined to $69 million
from $86 million in September 2013. In March 2014, three
previously deferring banks with a total par of $17 million have
resumed making interest payments on their TruPS.

The rating actions also reflect the correction of an error.
According to Moody's, its analysis in the May 2013 rating action
assumed a semi-annual rather than quarterly default timing
profile. The error has now been corrected, and the rating actions
reflect this change.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, and weighted average recovery
rate, are based on its methodology and could differ from the
trustee's reported numbers. In its base case, Moody's analyzed the
underlying collateral pool has having a performing par of $273.1
million (including $1.1 million in accreted value of a principal
strip that will mature on September 22, 2017), defaulted/deferring
par of $69.0 million, a weighted average default probability of
31.07% (implying a WARF of 1561), a Moody's Asset Correlation of
12.67%, and a weighted average recovery rate upon default of
8.20%. In addition to the quantitative factors Moody's explicitly
models, qualitative factors are part of rating committee
considerations. Moody's considers the structural protections in
the transaction, the risk of 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, can influence the final rating decision.

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 Rating:

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 could be
negatively affected by uncertainty about credit conditions in the
general economy. Moody's has a stable outlook on the US banking
sector. Moody's maintains its stable outlook on the US insurance
sector.

2) Portfolio credit risk: Credit performance of the assets
collateralizing the transaction that is better than Moody's
current expectations could have a positive impact on the
transaction's performance. Conversely, asset credit performance
weaker than Moody's current expectations could have adverse
consequences on the transaction's performance.

3) Deleveraging: One source of uncertainty in this transaction is
whether deleveraging from unscheduled principal proceeds and
excess interest proceeds will continue and at what pace. Note
repayments that are faster than Moody's current expectations could
have a positive impact on the notes' ratings, beginning with the
notes with the highest payment priority.

4) Resumption of interest payments by deferring assets: A number
of banks have resumed making interest payments on their TruPS. The
timing and amount of deferral cures could have significant
positive impact on the transaction's over-collateralization ratios
and the ratings on the notes.

5) Exposure to non-publicly rated assets: The deal contains a
large number of securities whose default probability Moody's
assesses through credit scores derived using RiskCalc(TM) 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:

Moody's modeled the transaction's portfolio using CDOROM(TM)
v.2.12-2 to develop the default distribution from which it derives
the Moody's Asset Correlation parameter. Moody's then used the
parameter as an input in a cash flow model using CDOEdge.
CDOROM(TM) v.2.12-2 is available on www.moodys.com under Products
and Solutions -- Analytical models, upon receipt of a signed free
license agreement.

The portfolio of this CDO contains TruPS issued by small to medium
sized U.S. community banks and insurance companies that Moody's
does not rate publicly. To evaluate the credit quality of bank
TruPS that do not have public ratings, Moody's uses RiskCalc(TM),
an econometric model developed by Moody's KMV, to derive credit
scores. Moody's evaluation of the credit risk of most of the bank
obligors in the pool relies on FDIC Q4-2013 financial data. For
insurance TruPS that do not have public ratings, Moody's relies on
the assessment of its Insurance team, based on the credit analysis
of the underlying insurance firms' annual statutory financial
reports.

In addition to the base case, Moody's conducted 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
deterioration in the credit quality of the collateral pool).
Increasing the WARF by 139 points from the base case of 1561
lowers the model-implied rating on the Class A-1 notes by one
notch from the base case result; decreasing the WARF by 71 points
raises the model-implied rating on the Class A-1 notes by one
notch from the base case result.

Moody's also conducted two additional sensitivity analyses, as
described in "Sensitivity Analyses on Deferral Cures and Default
Timing for Monitoring TruPS CDOs," published in August 2012. In
the first analysis, Moody's gave par credit to banks that are
deferring interest on their TruPS but satisfy other credit
criteria and thus are highly likely to resume interest payments;
in this case, Moody's gave par credit to $21.5 million of bank
TruPS.

In the second sensitivity analysis, Moody's 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 of the rated notes (in terms of the difference in the number
of notches versus the current model-implied output, in which a
positive difference corresponds to a lower expected loss):

Sensitivity Analysis 1: Par Credit Given to Deferring Banks

Class A-1: +1

Class A-2: +1

Class B: +3

Sensitivity Analysis 2: Alternative Default Timing Profile

Class A-1: +1

Class A-2: +1

Class B: +1


RALI TRUST 2004-QA2: Moody's Hikes Cl. M-1 Tranche Rating to B2
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three
tranches issued by RALI Series 2004-QA2 Trust. The tranches are
backed by Alt-A RMBS loans issued in 2004.

Complete rating actions are as follows:

Issuer: RALI Series 2004-QA2 Trust

Cl. A-I, Upgraded to Baa1 (sf); previously on Mar 30, 2011
Downgraded to Baa2 (sf)

Cl. A-II, Upgraded to Baa1 (sf); previously on Mar 30, 2011
Downgraded to Baa2 (sf)

Cl. M-1, Upgraded to B2 (sf); previously on Mar 30, 2011
Downgraded to Caa1 (sf)

Ratings Rationale

The rating actions are a result of performance on the underlying
pools and reflect Moody's updated loss expectations on the pools.
The ratings upgraded reflect the buildup of credit enhancement to
the underlying bonds through overcollateralization and excess
spread. Pool performance has been stable.

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 6.3% in April 2014 from 7.5%
in April 2013 . 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.


REDZED TRUST 2014-1: S&P Assigns 'BB' Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to eight
of the nine classes of residential mortgage-backed securities
(RMBS) issued by Perpetual Trustee Co. Ltd. as trustee of the
RedZed Trust in respect of Series 2014-1.  RedZed Trust in respect
of Series 2014-1 is a securitization of subprime residential
mortgages originated by RedZed Lending Solutions Pty Ltd.

The ratings reflect:

   -- S&P's view of the credit risk of the underlying collateral
      portfolio, including the fact that this is a closed
      portfolio, which means no further loans will be assigned to
      the trust after the closing date.

   -- S&P's view that the credit support is sufficient to
      withstand the stresses it applies.  This credit support
      comprises note subordination for each class of rated note.

   -- The availability of a retention amount, amortization amount,
      and yield enhancement reserve, which will all be funded by
      excess spread, but at various stages of the transaction's
      term.  They will have separate functions and timeframes,
      including reducing the balance of senior notes, reducing the
      balance of the most subordinated rated notes, and paying
      senior expenses and interest shortfalls on the class A
      notes.

   -- The extraordinary expense reserve of A$150,000, funded from
      day one and available to meet extraordinary expenses.  The
      reserve will be topped up via excess spread if drawn.

   -- S&P's expectation that the various mechanisms to support
      liquidity within the transaction, including a liquidity
      facility equal to 2.5% of the outstanding balance of the
      notes, and principal draws, are sufficient under S&P's
      stress assumptions to ensure timely payment of interest.

   -- The condition that a minimum margin will be maintained on
      the mortgage assets.

A copy of Standard & Poor's complete report for RedZed Trust in
respect of Series 2014-1 can be found on RatingsDirect, Standard &
Poor's Web-based credit analysis system, at:

                 http://www.globalcreditportal.com

The issuer has not informed Standard & Poor's (Australia) Pty
Limited whether the issuer is publically disclosing all relevant
information about the structured finance instruments the subject
of this rating report or whether relevant information remains non-
public.

RATINGS ASSIGNED

Class      Rating         Amount (mil. A$)
A-1        AAA (sf)       75.00
A-2        AAA (sf)       22.50
A-3        AAA (sf)       16.80
B          AA (sf)         9.75
C          A (sf)          9.60
D          BBB (sf)        6.90
E          BB (sf)         4.20
F          B (sf)          2.85
G          N.R.            2.40

N.R.-Not rated.


ROSEDALE CLO: Moody's Affirms B1 Rating on Class E Notes
--------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Rosedale CLO Ltd.:

$15,500,000 Class C Third Priority Senior Secured Deferrable
Floating Rate Notes Due 2021, Upgraded to Aaa (sf); previously on
August 15, 2013 Upgraded to Aa1 (sf)

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

$25,000,000 Class A-1R First Priority Senior Secured Floating
Rate Revolving Notes Due 2021 (current outstanding balance of
$5,658,357.97), Affirmed Aaa (sf); previously on August 15, 2013
Affirmed Aaa (sf)

$25,000,000 Class A-1D First Priority Senior Secured Floating
Rate Delayed Draw Notes Due 2021 (current outstanding balance of
$5,658,357.97), Affirmed Aaa (sf); previously on August 15, 2013
Affirmed Aaa (sf)

$106,000,000 Class A-1A First Priority Senior Secured Floating
Rate Term Notes Due 2021 (current outstanding balance of
$23,991,437.78), Affirmed Aaa (sf); previously on August 15, 2013
Affirmed Aaa (sf)

$60,000,000 Class A-1S First Priority Senior Secured Floating
Rate Term Notes Due 2021 (current outstanding balance of
$7,003,900.83), Affirmed Aaa (sf); previously on August 15, 2013
Affirmed Aaa (sf)

$8,500,000 Class A-1J First Priority Senior Secured Floating Rate
Term Notes Due 2021, Affirmed Aaa (sf); previously on August 15,
2013 Affirmed Aaa (sf)

$22,000,000 Class B Second Priority Senior Secured Floating Rate
Notes Due 2021, Affirmed Aaa (sf); previously on August 15, 2013
Affirmed Aaa (sf)

$6,500,000 Class D-1 Fourth Priority Mezzanine Deferrable
Floating Rate Notes Due 2021, Affirmed Baa1 (sf); previously on
August 15, 2013 Upgraded to Baa1 (sf)

$10,000,000 Class D-2 Fourth Priority Mezzanine Deferrable Step-
Up Notes Due 2021, Affirmed Baa1 (sf); previously on August 15,
2013 Upgraded to Baa1 (sf)

$9,000,000 Class E Fifth Priority Mezzanine Deferrable Floating
Rate Notes Due 2021, Affirmed B1 (sf); previously on August 15,
2013 Affirmed B1 (sf)

Rosedale CLO Ltd., issued in June 2006, is a collateralized loan
obligation (CLO) backed primarily by a portfolio of senior secured
loans. The transaction's reinvestment period ended in July 2011.

Ratings Rationale

The actions are primarily a result of deleveraging of the senior
notes and an increase in the transaction's over-collateralization
ratios since August 2013. The Class X, A1R, A1D, A1A, and A1S
notes have been paid down in aggregate by approximately 40% or
$28.3 million since August 2013. Based on the trustee's April 2014
report, the over-collateralization (OC) ratios for the Class A/B,
Class C, Class D and Class E notes are reported at 153.74%,
130.22%, 111.99%, and 104.04%, respectively, versus July 2013
levels of 136.38%, 121.42%, 108.84%, and 102.96%, respectively.

Methodology Used for the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen owing to the manager's decision to reinvest into new
issue loans or loans with longer maturities, or participate in
amend-to-extend offerings. Life extension can increase the default
risk horizon and assumed cumulative default probability of CLO
collateral.

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 relative to the base case
modeling results, which may be different from the current public
ratings of the 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% (2382)

Class A-1R: 0

Class A-1D: 0

Class A-1A: 0

Class A-1S: 0

Class A-1J: 0

Class B: 0

Class C: 0

Class D-1: +2

Class D-2: +2

Class E: +2

Moody's Adjusted WARF + 20% (3572)

Class A-1R: 0

Class A-1D: 0

Class A-1A: 0

Class A-1S: 0

Class A-1J: 0

Class B: 0

Class C: -1

Class D-1: -1

Class D-2: -1

Class E: 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," published in February 2014.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $117.8 million, defaulted
par of $5.3 million, a weighted average default probability of
20.15% (implying a WARF of 2977), a weighted average recovery rate
upon default of 52.24%, a diversity score of 35 and a weighted
average spread of 3.31%.

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 addition, Moody's assessed
alternative recovery prospects for CLO securities. Although these
alternative recovery assumptions are generally derived from those
presented in Moody's methodology for rating Structured Finance CDO
they may vary based on the specifics of the analysis of the
transaction. In each case, historical and market performance and
the collateral manager's latitude for trading the collateral are
also factors.


RFC CDO 2007-1: Moody's Lowers Rating on Class B Notes to 'C'
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating on the
following notes issued by RFC CDO 2007-1, Ltd.:

Cl. B, Downgraded to C (sf); previously on Jul 17, 2013 Affirmed
Ca (sf)

Moody's Investors Service has also affirmed the ratings on the
following notes issued by RFC CDO 2007-1, Ltd.:

Cl. A-1, Affirmed Ba3 (sf); previously on Jul 17, 2013 Affirmed
Ba3 (sf)

Cl. A-1R, Affirmed Ba3 (sf); previously on Jul 17, 2013 Affirmed
Ba3 (sf)

Cl. A-2, Affirmed Caa3 (sf); previously on Jul 17, 2013 Affirmed
Caa3 (sf)

Cl. A-2R, Affirmed Caa3 (sf); previously on Jul 17, 2013 Affirmed
Caa3 (sf)

Cl. C, Affirmed C (sf); previously on Jul 17, 2013 Affirmed C (sf)

Cl. D, Affirmed C (sf); previously on Jul 17, 2013 Affirmed C (sf)

Cl. E, Affirmed C (sf); previously on Jul 17, 2013 Affirmed C (sf)

Cl. F, Affirmed C (sf); previously on Jul 17, 2013 Affirmed C (sf)

Cl. G, Affirmed C (sf); previously on Jul 17, 2013 Affirmed C (sf)

Cl. H, Affirmed C (sf); previously on Jul 17, 2013 Affirmed C (sf)

Cl. J, Affirmed C (sf); previously on Jul 17, 2013 Affirmed C (sf)

Cl. K, Affirmed C (sf); previously on Jul 17, 2013 Affirmed C (sf)

Cl. L, Affirmed C (sf); previously on Jul 17, 2013 Affirmed C (sf)

Ratings Rationale

Moody's has downgraded the rating of one class of notes due to a
material increase in under-collateralization which is more than
offsetting the improvement in the WARF and WAL of the remaining
asset pool. Moody's has also affirmed the ratings of 13 classes
because key transaction metrics are commensurate with the existing
ratings. The rating action is the result of Moody's on-going
surveillance of commercial real estate collateralized debt
obligation and collateralized loan obligation (CRE CDO CLO)
transactions.

RFC CDO 2007-1, Ltd. is a static cash CRE CDO transaction backed
by a portfolio of: i) B-note debt (38.2% of collateral pool
balance); ii) whole loan debt (30.0%); iii) commercial mortgage
backed securities (CMBS) (29.2%); and iv) asset backed securities
(ABS) in timberland (2.6%). As of the March 31, 2014 note
valuation report, the aggregate note balance of the transaction,
including income notes and deferred interest, has decreased to
$566.9 million from $1 billion at issuance, with the paydown
directed to the senior most classes of notes, as a result of the
combination of principal repayment of collateral, resolution and
sales of defaulted collateral and credit risk collateral, and the
failing of certain par value tests. Currently, the transaction has
implied under-collateralization of $372.6 million (37.3% of
original aggregate note balance, compared to 32.7% at last review)
primarily due to realized losses on the collateral. The increase
of the under-collateralization implies losses of 100% to Class B.

Moody's has identified the following as key indicators of the
expected loss in CRE CDO transactions: the weighted average rating
factor (WARF), the weighted average life (WAL), the weighted
average recovery rate (WARR), and Moody's asset correlation (MAC).
Moody's typically models these 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.
Moody's has updated its assessments for the reference obligations
it does not rate. The rating agency modeled a bottom-dollar WARF
of 7298, compared to 8048 at last review. The current ratings on
the Moody's-rated reference obligations and the assessments of the
non-Moody's rated reference obligation follow: Aaa-Aa3 and 1.6%
compared to 3.9% at last review; Baa1-Baa3 and 1.2% compared to
0.9% at last review; Ba1-Ba3 and 4.9% compared to 3.6% at last
review; B1-B3 and 16.0% compared to 11.8% at last review; and
Caa1-Ca/C and 76.3% compared to 79.8% at last review.

Moody's modeled a WAL of 1.8 years, compared to 3.0 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 21.1%, compared to 18.4% at last
review.

Moody's modeled a MAC of 100.0%, the same as 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 March 2014.

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

The performance of the notes is subject to uncertainty, because it
is sensitive to the performance of the underlying portfolio, which
in turn depends on economic and credit conditions that are subject
to 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 to any one or more of the
key parameters could have rating implications for the rated notes,
although a change in one key parameter assumption could be offset
by a change in one or more of the other key parameter assumptions.
The rated notes are particularly sensitive to changes in the
recovery rate of the underlying collateral and credit assessments.
Reducing the recovery rate by 10% would result in modeled rating
movement on the rated notes of zero to four notches downward (e.g.
one notch down implies a rating movement from Baa3 to Ba1).
Increasing the recovery rate by 10% would result in modeled rating
movement on the rated notes of zero to two notches upward (e.g.
one notch up implies a rating movement from Ba1 to Baa3).

The primary sources of uncertainty in Moody's assumptions are the
extent of growth in the current macroeconomic environment given
the weak recovery and commercial real estate property markets.
Commercial real estate property values continue to improve
modestly, 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, sustained growth will not be possible until investment
increases steadily for a significant period, non-performing
properties are cleared from the pipeline and fears of a euro area
recession abate.


SALOMON BROTHERS 2000-C2: Moody's Affirms Caa3 Rating on X Certs
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on one class and
affirmed the ratings on four classes in Salomon Brothers Mortgage
Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C2 as follows:

Cl. E, Upgraded to A2 (sf); previously on Jul 12, 2013 Affirmed
Baa1 (sf)

Cl. F, Affirmed B1 (sf); previously on Jul 12, 2013 Affirmed B1
(sf)

Cl. G, Affirmed Caa1 (sf); previously on Jul 12, 2013 Affirmed
Caa1 (sf)

Cl. J, Affirmed C (sf); previously on Jul 12, 2013 Affirmed C (sf)

Cl. X, Affirmed Caa3 (sf); previously on Jul 12, 2013 Affirmed
Caa3 (sf)

Ratings Rationale

The rating on Class E was upgraded based primarily on an increase
in credit support resulting from loan paydowns and amortization.
The deal has paid down 28% since Moody's last review.

The rating on Class F was affirmed because accumulated interest
shortfalls constrain upward ratings movement even though there was
an increase in credit support since Moody's last review. The
accumulated interest shortfalls for Class F are over $550,000, and
the total accumulated shortfalls for outstanding classes are over
$11.6 million. The ratings on P&I classes G and J were affirmed
because the ratings are consistent with Moody's expected loss

The rating on the IO class was affirmed based on the credit
performance (or the weighted average rating factor or WARF) of the
referenced classes.

Moody's rating action reflects a base expected loss of 35% of the
current balance compared to 40% at Moody's last review. Moody's
base expected loss plus realized losses is now 8.7% of the
original pooled balance compared to 8.6% at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in 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.

Description Of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade credit assessments with the conduit model credit
enhancement for an overall model result. Moody's incorporates
negative pooling (adding credit enhancement at the credit
assessment level) for loans with similar credit assessments in the
same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 3 compared to 4 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the April 18, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 93% to $54 million
from $782 million at securitization. The certificates are
collateralized by ten mortgage loans ranging in size from less
than 1% to 47% of the pool, with the top five loans constituting
92% of the pool. Three loans, constituting 10% of the pool, have
defeased and are secured by US government securities.

One loan, constituting 47% of the pool, is on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Twenty-two loans have been liquidated from the pool, resulting in
an aggregate realized loss of $55 million (for an average loss
severity of 55%). Two loans, constituting 36% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Diamond Point Plaza Loan ($14 million -- 26% of the
pool). The loan has been in special servicing since 2002. The
trust initiated a suit against the borrower for fraud. In December
2005 the trust was awarded a $21 million judgment against the
borrower and its affiliates. The special servicer, ORIX Capital
Markets LLC, is still pursuing legal action against the borrower
to collect the settlement. The servicer is being reimbursed by the
trust for advances and expenses associated with this loan. The
master servicer declared this loan non-recoverable in July 2009.
The loan was secured by a 251,000 square foot (SF) retail center
located in suburban Baltimore, Maryland, however, the collateral
was sold for $5 million in December 2012. Sale proceeds were used
to partially recover outstanding expenses.

Moody's estimates an aggregate $15 million loss for the specially
serviced loans (76% expected loss on average).

Moody's received full year 2012 operating results for 96% of the
pool, and full or partial year 2013 operating results for 100% of
the pool. Moody's weighted average conduit LTV is 96% compared to
101% at Moody's last review. Moody's conduit component excludes
loans with structured credit assessments, defeased and CTL loans,
and specially serviced and troubled loans. Moody's net cash flow
(NCF) reflects a weighted average haircut of 16% 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 0.98X and 1.33X,
respectively, compared to 1.11X and 1.71X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The largest conduit loan represents 47% of the pool balance. The
loan is the 1615 Poydras Street Loan ($26 million -- 47% of the
pool), which is secured by a 502,000 SF office property located in
New Orleans, Louisiana. The loan was transferred to special
servicing in April 2010 due to the borrower's request to waive the
anticipated repayment date (ARD) interest increase after the loan
failed to repay by its ARD date. The loan has been modified twice.
In May 2011 a modification waived the accrued ARD interest and
changed the loan's final maturity date to 2020 to 2030. The
borrower funded a $1 million reserve account as part of the first
modification. A second modification was executed in March 2012
that changed loan repayment to interest only through January 2014.
The property was 80% leased as of February 2014 compared to 78% as
of January 2013. Moody's LTV and stressed DSCR are 104% and 1.04X,
respectively, compared to 111% and 0.97X at the last review.


SOVEREIGN COMMERCIAL 2007-C1: Moody's Hikes D Certs Rating to B3
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four
classes, downgraded one class, and affirmed four classes of
Sovereign Commercial Mortgage Securities, Trust Commercial
Mortgage Pass-Through Certificates, Series 2007-C1 as follows:

Cl. A-J, Upgraded to Aaa (sf); previously on Oct 3, 2013 Upgraded
to Aa2 (sf)

Cl. B, Upgraded to Aa3 (sf); previously on Oct 3, 2013 Upgraded to
A2 (sf)

Cl. C, Upgraded to Baa2 (sf); previously on Oct 3, 2013 Upgraded
to Ba1 (sf)

Cl. D, Upgraded to B3 (sf); previously on Oct 3, 2013 Affirmed
Caa1 (sf)

Cl. E, Affirmed Caa3 (sf); previously on Oct 3, 2013 Affirmed Caa3
(sf)

Cl. F, Affirmed C (sf); previously on Oct 3, 2013 Affirmed C (sf)

Cl. G, Affirmed C (sf); previously on Oct 3, 2013 Affirmed C (sf)

Cl. H, Affirmed C (sf); previously on Oct 3, 2013 Affirmed C (sf)

Cl. X, Downgraded to Caa1 (sf); previously on Oct 3, 2013
Downgraded to B3 (sf)

Ratings Rationale

The ratings on four P&I classes were upgraded based primarily on
an increase in credit support resulting from loan paydowns and
amortization. The deal has paid down 43% since Moody's last
review.

The rating on the IO Class (Class X) was downgraded due to the
decline in the credit performance of its reference classes
resulting from principal paydowns of higher quality reference
classes.

The ratings on four P&I classes were affirmed because the ratings
are consistent with Moody's expected loss.

Moody's rating action reflects a base expected loss of 14% of the
current balance compared to 10% at Moody's last review. Moody's
base expected loss plus realized losses is now 3.4% of the
original pooled balance compared to 3.7% at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in 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.

Description Of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
structured credit assessment level) for loans with similar
structured credit assessments in the same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 19 compared to 29 at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the April 22, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 92% to $77 million
from $1.01 billion at securitization. The certificates are
collateralized by 38 mortgage loans ranging in size from less than
1% to 16% of the pool, with the top ten loans (excluding
defeasance) constituting 57% of the pool. The pool contains no
loans with investment-grade structured credit assessments and no
defeased loans.

Nineteen loans, constituting 43% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Twenty-one loans have been liquidated from the pool, contributing
to an aggregate realized loss of $35 million (for an average loss
severity of 29%). Seven loans, constituting 36% of the pool, are
currently in special servicing. The largest specially serviced
loan is the 6805 Perimeter Drive Loan ($12 million -- 16% of the
pool), which is secured by a 107,000 square foot office property
located in Dublin, Ohio, a suburb of Columbus. The property is
100% leased to a single tenant, which occupies the space as its
company headquarters. The tenant's lease expires in March 2016,
with extension options. The loan entered special servicing in
January 2014 for maturity default. The borrower has requested a
loan extension.

The remaining six specially serviced loans are secured by a mix of
property types. Moody's estimates an aggregate $6 million loss for
the specially serviced loans (23% expected loss on average).

Moody's has assumed a high default probability for six poorly
performing loans, constituting 21% of the pool, and has estimated
an aggregate loss of $3 million (a 22% expected loss based on a
50% probability default) from these troubled loans.

Moody's received full year 2012 operating results for 87% of the
pool and full or partial year 2013 operating results for 27% of
the pool. Moody's weighted average conduit LTV is 67% compared to
89% at Moody's last review. Moody's conduit component excludes
loans with structured credit assessments, defeased and CTL loans,
and specially serviced and troubled loans. Moody's net cash flow
(NCF) reflects a weighted average haircut of 9.5% to the most
recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 9.5%.

Moody's actual and stressed conduit DSCRs are 1.54X and 2.08X,
respectively, compared to 1.39X and 1.44X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three conduit loans represent 15% of the pool balance. The
largest loan is the 1975 Linden Boulevard Loan ($4 million -- 6%
of the pool), which is secured by a 37,000 square foot office
property in Elmont, New York, which part of the town of Hempstead,
on western Long Island. The property was 93% leased as of April
2014 vs. 89% at year-end 2013 and 85% at year-end 2012. The
property has a high operating expense ratio which has remained in
the range of 70-80% of effective gross income (EGI) over the past
several years, largely due to high real estate taxes and
utilities. Rents are above the average for western Long Island,
and lease rollover is a concern as the loan approaches its
maturity date in 2016. Moody's has identified this as a troubled
loan and Moody's analysis incorporates an elevated expected loss
for the loan.

The second largest loan is the 299 Meserole Street Loan ($4
million -- 5% of the pool). The loan is secured by a 38,000 square
foot industrial property in the East Williamsburg section of
Brooklyn, New York, a rapidly developing neighborhood in New York
City. The property was 35% leased as of December 2013 reporting.
The servicer reports increased leasing activity in 2014. Moody's
LTV and stressed DSCR are 92% and 1.08X, respectively, compared to
109% and 0.91X at the last review.

The third largest loan is the 50 South Shaddle Avenue Loan ($3
million -- 4% of the pool). The loan is secured by a 72-unit
multifamily property in Mundelein, Illinois, a suburb of Chicago.
The property was 100% leased as of year-end 2013, unchanged from
Moody's prior review. Moody's LTV and stressed DSCR are 94% and,
0.98X, respectively, compared to 97% and 0.96X at the last review.


SIERRA CLO II: Moody's Hikes Rating on Cl. B-2L Notes to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Sierra CLO II Ltd.:

$23,000,000 Class A-3L Floating Rate Notes Due 2021, Upgraded to
Aaa (sf); previously on September 9, 2013 Upgraded to Aa3 (sf);

$15,500,000 Class B-1L Floating Rate Notes Due 2021, Upgraded to
A1 (sf); previously on September 9, 2013 Upgraded to Baa1 (sf);

$16,000,000 Class B-2L Floating Rate Notes Due 2021, Upgraded to
Ba1 (sf); previously on September 9, 2013 Affirmed Ba2 (sf).

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

$264,000,000 Class A-1L Floating Rate Notes Due 2021 (current
outstanding balance of $104,497,993.50), Affirmed Aaa (sf);
previously on September 9, 2013 Affirmed Aaa (sf);

$40,000,000 Class A-1LV Floating Rate Revolving Notes Due 2021
(current outstanding balance of $15,833,029.32), Affirmed Aaa
(sf); previously on September 9, 2013 Affirmed Aaa (sf);

$34,000,000 Class A-2L Floating Rate Notes Due 2021, Affirmed Aaa
(sf); previously on September 9, 2013 Upgraded to Aaa (sf).

Sierra CLO II Ltd., issued in November 2006, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans. The transaction's reinvestment period ended in
January 2013.

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 September 2013. The Class A-1 notes
have been paid down by approximately 40% or $80.2 million since
September 2013. Based on the trustee's April 2014 report, the
over-collateralization (OC) ratios for the Senior Class A, Class
A, Class B-1L and Class B-2L notes are reported at 141.22%,
125.24%, 116.36% and 108.43%, respectively, versus September 2013
levels of 132.09%, 120.29%, 113.46% and 107.18%, respectively.
Moody's notes the reported April overcollateralization ratios do
not reflect the April 22, 2014 payment of $25.9 million to the
Class A-1 notes.

The rating actions also reflect the correction of an error in
Moody's previous modeling approach. According to Moody's, its
analysis in the September 2013 rating action assumed a shorter
weighted average life horizon to associate with the expected loss
(EL) calculated for the notes, with the result of comparing such
ELs with more conservative maximum EL benchmarks. The error has
now been corrected, and the rating actions reflect this change.

Methodology Used for the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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 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.

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% (2052)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: 0

Class A-3L: 0

Class B-1L: +3

Class B-2L: +2

Moody's Adjusted WARF + 20% (3078)

Class A-1L: 0

Class A-1LV: 0

Class A-2L: 0

Class A-3L: -1

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," published in February 2014.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $228.3 million, defaulted
par of $5.7 million, a weighted average default probability of
16.71% (implying a WARF of 2565), a weighted average recovery rate
upon default of 50.01%, a diversity score of 52 and a weighted
average spread of 3.07%.

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.


ST. JAMES RIVER: S&P Affirms 'B+' Rating on Class E Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-R, A-T, B, and C notes from St. James River CLO Ltd., a cash
flow collateralized loan obligation (CLO) transaction managed by
Babson Capital Management LLC, and we removed these ratings from
CreditWatch, where S&P had placed them with positive implications
on Feb. 21, 2014.  At the same time, S&P affirmed its ratings on
the class D and E notes and removed its rating on the class D
notes from CreditWatch, where S&P had placed it with positive
implications on Feb. 21, 2014.

Since S&P's February 2012 rating actions, the transaction has paid
down the class A notes by $60 million, to 78% of their initial
issuance amounts.  The class A/B overcollateralization (O/C) ratio
increased to 120% as of the April 2014 trustee report, from 117%
as of the January 2012 trustee report.  S&P also notes that the
balance of 'CCC' and defaulted assets has decreased from $32
million to $9 million during the same time period.

S&P raised its ratings on the class A-R, A-T, B, and C notes to
reflect the increase in credit support available to these notes
(see list).

The class D and E O/C ratios have not changed much since S&P's
last rating action.  S&P affirmed its rating on the class D notes
to reflect the availability of sufficient credit support at the
current rating levels.  The ratings on the class E notes, which
S&P is affirming, are constrained by its application of the top
obligor test.

S&P 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 S&P will take further
rating actions as it deems necessary.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

St. James River CLO Ltd.

                             Cash flow
       Previous              implied     Cash flow   Final
Class  rating                rating      cushion(i)  rating
A-R    AA(sf)/Watch Pos      AA+ (sf)    13.39%      AA+ (sf)
A-T    AA (sf)/Watch Pos     AA+ (sf)    13.39%      AA+ (sf)
B      A+ (sf)/Watch Pos     AA (sf)     1.83%       AA (sf)
C      BBB+ (sf)/Watch Pos   A+ (sf)     1.12%       A+ (sf)
D      BBB- (sf)/Watch Pos   BBB- (sf)   1.86%       BBB- (sf)
E      B+ (sf)               BB- (sf)    0.09%       B+ (sf)

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated additional
scenarios in which it made negative adjustments of 10% to the
current collateral pool's recovery rates relative to each
tranche's weighted average recovery rate.

S&P also generated other scenarios by adjusting the intra- and
inter-industry correlations to assess the current portfolio's
sensitivity to different correlation assumptions assuming the
correlation scenarios outlined below.

Correlation
Scenario         Within industry (%)   Between industries (%)
Below base case                15.0                       5.0
Base case                      20.0                       7.5
Above base case                25.0                      10.0

                   Recovery   Correlation Correlation
        Cash flow  decrease   increase    decrease
        implied    implied    implied     implied    Final
Class   rating     rating     rating      rating     rating
A-R     AA+ (sf)   AA+ (sf)   AA+ (sf)    AAA (sf)   AA+ (sf)
A-T     AA+ (sf)   AA+ (sf)   AA+ (sf)    AAA (sf)   AA+ (sf)
B       AA (sf)    AA- (sf)   AA- (sf)    AA+ (sf)   AA (sf)
C       A+ (sf)    A- (sf)    A- (sf)     A+ (sf)    A+ (sf)
D       BBB- (sf)  BB+ (sf)   BBB- (sf    BBB+ (sf)  BBB- (sf)
E       BB- (sf)   B+ (sf)    B+ (sf)     BB- (sf)   B+ (sf)

DEFAULT BIASING SENSITIVITY

To assess whether the current portfolio has sufficient diversity,
S&P biased defaults on the assets in the current collateral pool
with the highest spread and lowest base-case recoveries.

                         Spread        Recovery
            Cash flow    compression   compression
            implied      implied       implied       Final
Class       rating       rating        rating        rating
A-R         AA+ (sf)     AA+ (sf)      AA (sf)       AA+ (sf)
A-T         AA+ (sf)     AA+ (sf)      AA (sf)       AA+ (sf)
B           AA (sf)      AA- (sf)      A- (sf)       AA (sf)
C           A+ (sf)      A- (sf)       BBB- (sf)     A+ (sf)
D           BBB- (sf)    BB+ (sf)      B+ (sf)       BBB- (sf)
E           BB- (sf)     B+ (sf)       CCC (sf)      B+ (sf)

RATING AND CREDITWATCH ACTIONS

St. James River CLO Ltd.

               Rating
Class     To           From
A-R       AA+ (sf)     AA (sf)/Watch Pos
A-T       AA+ (sf)     AA (sf)/Watch Pos
B         AA (sf)      A+ (sf)/Watch Pos
C         A+ (sf)      BBB+ (sf)/Watch Pos
D         BBB- (sf)    BBB- (sf)/Watch Pos

RATING AFFIRMED

St. James River CLO Ltd.

Class         Rating
E             B+ (sf)


STRUCTURED ASSET 2005-1: S&P Affirms 'CCC' Rating on Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC (sf)' rating
on the certificates from Structured Asset Receivables Trust Series
2005-1 (START 2005-1).  The transaction is collateralized by
insurance settlement payments from various American International
Group Inc. (AIG) insurers.

The affirmation reflects S&P's view that the transaction may not
be able to make its full principal payment by its stated maturity
date in January 2015.  START 2005-1's certificates' outstanding
principal balance is $35,490,722 according to the January 2014
servicer report.  After Lehman Bros. Holdings Inc. (LBHI) filed
for bankruptcy in September 2008, Goldman Sachs Mitsui Marine
Derivative Products replaced Lehman Bros. Special Finance (LBSF)
as the swap counterparty for the transaction in November 2009.
The funds in the transaction's escrow account were mostly
distributed as part of the Nov. 23, 2009, bankruptcy court order,
which authorized the swap counterparty change.  However, $17,838
remains in the escrow account after the trustee withheld $118,500
to cover expenses and other indemnified amounts that the trustee
incurred from the LHBI bankruptcy filings.

According to the January 2014 trustee report, additional amounts
may need to be withdrawn from the escrow account or withheld from
future payments, depending on how much the expenses and
indemnified amounts actually incurred are.  In S&P's view, the
transaction's potential to make its full principal payment by its
stated maturity date is contingent upon the amount and timing of
the distribution of the escrow account proceeds.

START 2004-1 was under a similar situation regarding the escrow
account proceeds.  START 2004-1's certificates were not fully paid
down on its April 21, 2011, maturity date, leaving an outstanding
balance of $65,205.51.  The escrow account had $10,035 after the
trustee withheld $126,000 to cover expenses and other indemnified
amounts incurred from the LHBI bankruptcy filings.  The proceeds
in the escrow account and the proceeds withheld by the trustee
were not distributed to the certificateholders at stated maturity.
In S&P's view, it is likely that START 2005-1 may have proceeds
withheld on its stated maturity date and may not make its full
principal payment, similar to START 2004-1.

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


SYMPHONY CLO II: Moody's Hikes Rating on Class D Notes to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings on the following notes issued by Symphony CLO II, Ltd.:

$33,000,000 Class A-3 Senior Notes Due 2020, Upgraded to Aa1
(sf); previously on September 13, 2013 Upgraded to Aa2 (sf)

$22,000,000 Class B Deferrable Mezzanine Notes Due 2020, Upgraded
to A2 (sf); previously on September 13, 2013 Upgraded to A3 (sf)

$16,600,000 Class C Deferrable Mezzanine Notes Due 2020, Upgraded
to Baa3 (sf); previously on September 13, 2013 Affirmed Ba1 (sf)

$14,000,000 Class D Deferrable Mezzanine Notes Due 2020, Upgraded
to Ba2 (sf); previously on September 13, 2013 Affirmed Ba3 (sf)

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

$40,000,000 Class A-1 Senior Revolving Notes Due 2020 (current
outstanding balance of $35,616,978), Affirmed Aaa (sf); previously
on September 13, 2013 Affirmed Aaa (sf)

$205,000,000 Class A-2a Senior Notes Due 2020 (current
outstanding balance of $176,948,659), Affirmed Aaa (sf);
previously on September 13, 2013 Affirmed Aaa (sf)

$51,000,000 Class A-2b Senior Notes Due 2020, Affirmed Aaa (sf);
previously on September 13, 2013 Upgraded to Aaa (sf)

Symphony CLO II, Ltd., issued in November 2006, is a
collateralized loan obligation (CLO) backed primarily by a
portfolio of senior secured loans. The transaction's reinvestment
period ended in November 2013.

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 over-collateralization ratios since
the last rating action in September 2013. The Class A-1 and Class
A-2a notes have been paid down by approximately 10.96% ($4.38
million) and 13.68% ($28.05 million), respectively, since
September 2013. Based on the trustee's April 2014 report, the
over-collateralization (OC) ratios for the Class A, Class B, Class
C and Class D notes are reported at 126.4%, 117.7%, 111.8% and
107.4%, respectively, versus September 2013 levels of 123.5%,
115.8%, 110.6% and 106.5%, respectively. The collateral quality of
the portfolio, in particular the weighted average rating factor,
has also been stable since September 2013.

Methodology Used for the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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.

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% (2060)

Class A-1: 0

Class A-2a: 0

Class A-2b: 0

Class A-3: +1

Class B: +3

Class C: +3

Class D: +2

Moody's Adjusted WARF + 20% (3090)

Class A-1: 0

Class A-2a: 0

Class A-2b: 0

Class A-3: -2

Class B: -2

Class C: -1

Class D: -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," published in February 2014.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $374.9 million, defaulted
par of $2.0 million, a weighted average default probability of
19.1% (implying a WARF of 2575), a weighted average recovery rate
upon default of 49.4%, a diversity score of 54 and a weighted
average spread of 3.46%.

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 addition, Moody's may assess
alternative recovery prospects for CLO securities. Although these
alternative recovery assumptions are generally derived from those
presented in Moody's methodology for rating Structured Finance
CDOs they may vary based on the specifics of the analysis of the
transaction. In each case, historical and market performance and
the collateral manager's latitude for trading the collateral are
also factors.


TELOS CLO 2006-1: Moody's Affirms 'Ba2' Rating on Class E Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Telos CLO 2006-1, Ltd.:

$22,000,000 Class C Fourth Priority Mezzanine Secured Floating
Rate Deferrable Interest Notes Due 2021, Upgraded to Aa1 (sf);
previously on January 17, 2014 Upgraded to Aa2 (sf)

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

$30,000,000 Class A-1R First Priority Senior Secured Revolving
Notes Due 2021 (current outstanding balance of $9,249,578.44),
Affirmed Aaa (sf); previously on January 17, 2014 Affirmed Aaa
(sf)

$110,000,000 Class A-1T First Priority Senior Secured Floating
Notes Due 2021 (current outstanding balance of $33,915,120.92),
Affirmed Aaa (sf); previously on January 17, 2014 Affirmed Aaa
(sf)

$80,000,000 Class A-1D First Priority Senior Secured Delayed Draw
Notes Due 2021 (current outstanding balance of $24,665,542.48),
Affirmed Aaa (sf); previously on January 17, 2014 Affirmed Aaa
(sf)

$60,000,000 Class A-2 Second Priority Senior Secured Floating
Notes Due 2021, Affirmed Aaa (sf); previously on January 17, 2014
Affirmed Aaa (sf)

$27,200,000 Class B Third Priority Senior Secured Floating Rate
Notes Due 2021, Affirmed Aaa (sf); previously on January 17, 2014
Upgraded to Aaa (sf)

$22,000,000 Class D Fifth Priority Mezzanine Secured Floating
Rate Deferrable Interest Notes Due 2021, Affirmed Baa1 (sf);
previously on January 17, 2014 Upgraded to Baa1 (sf)

$16,000,000 Class E Sixth Priority Mezzanine Secured Floating
Rate Deferrable Interest Notes Due 2021, Affirmed Ba2 (sf);
previously on January 17, 2014 Affirmed Ba2 (sf)

Telos CLO 2006-1, Ltd., issued in November 2006, is a
collateralized loan obligation (CLO) backed primarily by a
portfolio of senior secured loans, with exposure to middle market
loans. The transaction's reinvestment period ended in January
2013.

Ratings Rationale

The rating actions are a result of deleveraging of the senior
notes and an increase in the transaction's over-collateralization
ratios since the last rating action in January 2014. The Class A-
1R, A-1T and A-1D notes have been paid down by approximately 29.5%
or $28.5 million. Based on Moody's calculations, the April 2014
over-collateralization (OC) ratios for the Class A/B, Class C,
Class D and Class E notes are 158.51%, 138.82%, 123.47%, and
114.28%, respectively, versus January 2014 levels of 148.90%,
132.96%, 120.10%, and 112.21%, respectively.

The rating actions also reflect the correction of an error in
Moody's previous modeling approach. According to Moody's, its
analysis in the January 2014 rating action assumed a shorter
weighted average life horizon to associate with the expected loss
(EL) calculated for the notes, with the result of comparing such
ELs with more conservative maximum EL benchmarks. The error has
now been corrected, and the rating actions reflect this change.

Methodology Used for the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen owing to the manager's decision to reinvest into new
issue loans or loans with longer maturities, or participate in
amend-to-extend offerings. Life extension can increase the default
risk horizon and assumed cumulative default probability of CLO
collateral.

7) Exposure to credit estimates: The deal contains securities
whose default probabilities Moody's has assessed through credit
estimates. If Moody's does not receive the necessary information
to update its credit estimates in a timely fashion, the
transaction could be negatively affected by any default
probability adjustments Moody's assumes in lieu of updated credit
estimates.

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% (2804)

Class A1-R: 0

Class A1-T: 0

Class A1-D: 0

Class A-2: 0

Class B: 0

Class C: +1

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (4206)

Class A1-R: 0

Class A1-T: 0

Class A1-D: 0

Class A-2: 0

Class B: 0

Class C: -2

Class D: -2

Class E: -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," published in February 2014.

The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the collateral pool as having a performing
par and principal proceeds balance of $245.3 million, defaulted
par of $10.4 million, a weighted average default probability of
24.39% (implying a WARF of 3505), a weighted average recovery rate
upon default of 48.08%, a diversity score of 46 and a weighted
average spread of 3.99%.

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 addition, Moody's assessed
alternative recovery prospects for CLO securities. Although these
alternative recovery assumptions are generally derived from those
presented in Moody's methodology for rating Structured Finance CDO
they may vary based on the specifics of the analysis of the
transaction. In each case, historical and market performance and
the collateral manager's latitude for trading the collateral are
also factors.

A proportion of the collateral pool includes debt obligations
whose credit quality Moody's assesses through credit estimates.
Moody's analysis reflects adjustments with respect to the default
probabilities associated with credit estimates. Specifically,
Moody's assumed an equivalent of Caa3 for assets with credit
estimates that have not been updated within the last 15 months,
which represent approximately 6% of the collateral pool.


UBS COMMERCIAL 2007-FL1: Moody's Cuts Cl. X Certs Rating to B3
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded one class and affirmed six classes of UBS Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2007-FL1 as follows:


Cl. C, Affirmed Aaa (sf); previously on Jul 31, 2013 Upgraded to
Aaa (sf)

Cl. D, Upgraded to Aa2 (sf); previously on Jul 31, 2013 Upgraded
to A1 (sf)

Cl. E, Upgraded to Aa3 (sf); previously on Jul 31, 2013 Upgraded
to A2 (sf)

Cl. F, Upgraded to Baa2 (sf); previously on Jul 31, 2013 Affirmed
Ba1 (sf)

Cl. G, Affirmed Ba3 (sf); previously on Jul 31, 2013 Affirmed Ba3
(sf)

Cl. H, Affirmed B1 (sf); previously on Jul 31, 2013 Affirmed B1
(sf)

Cl. J, Affirmed B3 (sf); previously on Jul 31, 2013 Affirmed B3
(sf)

Cl. K, Affirmed Caa3 (sf); previously on Jul 31, 2013 Affirmed
Caa3 (sf)

Cl. O-MD, Affirmed B2 (sf); previously on Jul 31, 2013 Downgraded
to B2 (sf)

Cl. X, Downgraded to B3 (sf); previously on Jul 31, 2013
Downgraded to B2 (sf)

Ratings Rationale

The upgrades of principal and interest (P&I) Classes D, E and F
are due primarily to increased credit support resulting from the
pay off since last review of the Renaissance Ft. Lauderdale loan.
The ratings of the other P&I classes are due to key parameters,
including Moody's loan to value (LTV) ratio and Moody's stressed
debt service coverage (DSCR) remaining within acceptable ranges.
The affirmation of non-pooled, or rake, Class O-MD is based on the
key parameters for the Marriott Washington D.C. loan and thus is
affirmed. The downgrade of interest-only (IO) Class X is based on
a decline in the weighted average rating factor or WARF of its
referenced classes due to the paydown of more highly rated
classes.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating CMBS Large Loan/Single Borrower Transactions"
published in July 2000.

Description Of Models Used

Moody's review incorporated the use of the excel-based Large Loan
Model v 8.7. 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 April 15, 2014 Payment Date, the transaction's
certificate balance decreased by approximately 8.5% since last
review to $234.8 million due to the pay off of the Renaissance Ft.
Lauderdale loan. The Certificates are collateralized by four
floating rate loans, including one loan backed by REO property.
The loans range in size from 6% to 56% of the pooled balance. The
loan backed by REO property has a current principal balance
representing 5% of the pooled balance.

Moody's weighted average pooled trust loan to value (LTV) ratio is
98% compared to 101% at last review. Moody's weighted average
stressed debt service coverage ratio (DSCR) is 1.27X, the same as
at last review.

Cumulative bond loss for the pooled debt totals $4.4 million and
affects Class L. As of the April 15, 2014 Payment Date outstanding
servicing advances total $2.1 million in connection with the
RexCorp NJ/Long Island Land loan that is REO. There are currently
three loans in special servicing, representing 78% of the pooled
balance, including the Maui Prince Resort loan, the Hilton Long
Beach loan and the RexCorp NJ/Long Island Land loan.

The largest loan in the pool is secured by a fee interest in the
Maui Prince Resort (130.0 million -- 55% of the pooled balance), a
310-key full-service hotel with two 18-hole golf courses and 1,194
acres of undeveloped land located in Wailea-Maena, Hawaii. The
$160.0 million whole loan includes a $30 million non-trust
subordinate debt component. The hotel is now called the Makena
Beach & Golf Resort. The loan was transferred to Special Servicing
in June 2009 for Maturity Default. The investor in the non-pooled,
or rake, bonds assumed the A-Note and converted its interest in
the rakes to equity as part of the loan assumption. The A-Note
received a principal pay down of $12.5 million and loan maturity
was extended to July 9, 2013 with two one-year extension options.
The Borrower exercised the first 12-month extension and paid down
the loan by an additional $20 million. It is expected that the
borrower will pay down the loan by an additional $40 million in
July 2014 in order to extend the loan for an additional 12-months.
Moody's did not rate the three rake bonds associated with this
loan (Classes M-MP, N-MP and O-MP). The hotel had negative cash
flow for the year-to date period ending September 30, 2013 and for
FY 2012. Moody's current structured credit assessment is caa3
(sca.pd).

The second largest loan is the Marriott Washington D.C. loan
($50.3 million -- 21.6%) secured by a 471-key full-service hotel
located in Washington, D.C. The $113.6 million whole loan includes
a $1.7 million rake bond (Class O-MD) and a $61.6 million non-
trust subordinate debt component. The loan was modified in June
2012 and extended to May 2015. Revenue per available room (RevPAR)
increased 6% to $137 in FY 2013 over $128 in FY 2012. Moody's loan
to value (LTV) ratio for the pooled debt is 76%. Moody's current
structured credit assessment is b2 (sca.pd).

The third largest loan is the Hilton Long Beach loan ($38.9
million -- 16.7%) secured by a 393-key full service hotel located
in Long Beach, California. The loan was transferred to special
servicing in June 2012 due to maturity default. The senior
mezzanine lender obtained title to the property in October 2013.
RevPAR for the trailing 12-month period ending March 31, 2014 was
$111, an 11% increase over RevPAR of $100 for the trailing 12-
month period ending July 31, 2013. The $52.6 million whole loan
includes $13.7 million of non-trust subordinate debt. Moody's loan
to value (LTV) ratio for the pooled debt is 99%. Moody's current
structured credit assessment is caa3 (sca.pd).

The RexCorp NJ/Long Island Land loan ($13.9 million -- 6%) became
REO in September 2012. The property consists of 206 acres of
development land located in Morris County, New Jersey. The asset
is listed for sale. Moody's loan to value (LTV) ratio is over
100%. Moody's current structured credit assessment is c (spa.pd).


WACHOVIA BANK 2005-C18: Moody's Cuts Rating on Class H Certs to C
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on four
classes, downgraded one class and affirmed the ratings of 14
classes of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-C18 as follows:

Cl. A-1A, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

Cl. A-3, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

Cl. A-4, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

Cl. A-PB, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

Cl. A-J-1, Affirmed Aaa (sf); previously on Jul 12, 2013 Affirmed
Aaa (sf)

Cl. A-J-2, Upgraded to A1 (sf); previously on Jul 12, 2013
Affirmed A3 (sf)

Cl. B, Upgraded to Baa1 (sf); previously on Jul 12, 2013 Affirmed
Baa3 (sf)

Cl. C, Upgraded to Baa3 (sf); previously on Jul 12, 2013 Affirmed
Ba2 (sf)

Cl. D, Upgraded to B1 (sf); previously on Jul 12, 2013 Affirmed B3
(sf)

Cl. E, Affirmed Caa1 (sf); previously on Jul 12, 2013 Affirmed
Caa1 (sf)

Cl. F, Affirmed Caa2 (sf); previously on Jul 12, 2013 Affirmed
Caa2 (sf)

Cl. G, Affirmed Caa3 (sf); previously on Jul 12, 2013 Affirmed
Caa3 (sf)

Cl. H, Downgraded to C (sf); previously on Jul 12, 2013 Affirmed
Ca (sf)

Cl. J, Affirmed C (sf); previously on Jul 12, 2013 Affirmed C (sf)

Cl. K, Affirmed C (sf); previously on Jul 12, 2013 Affirmed C (sf)

Cl. L, Affirmed C (sf); previously on Jul 12, 2013 Affirmed C (sf)

Cl. M, Affirmed C (sf); previously on Jul 12, 2013 Affirmed C (sf)

Cl. N, Affirmed C (sf); previously on Jul 12, 2013 Affirmed C (sf)

Cl. X-C, Affirmed Ba3 (sf); previously on Jul 12, 2013 Affirmed
Ba3 (sf)

Ratings Rationale

The ratings on P&I Classes AJ-2, B, C and D were upgraded
primarily due to an increase in credit support since Moody's last
review, resulting from paydowns and amortization, as well as
Moody's expectation of additional increases in credit support
resulting from the payoff of loans approaching maturity that are
well positioned for refinance. The pool has paid down by 5% since
Moody's last review. In addition, loans constituting 51% of the
pool that have debt yields exceeding 10% are scheduled to mature
within the next 12 months.

The rating on the P&I class H was downgraded due to realized and
anticipated losses from specially serviced and troubled loans that
were higher than Moody's had previously expected.

The ratings on P&I classes A-1A through A-J-1 were affirmed
because the transaction's key metrics, including Moody's loan-to-
value (LTV) ratio, Moody's stressed debt service coverage ratio
(DSCR) and the transaction's Herfindahl Index (Herf), are within
acceptable ranges. The ratings on P&I classes E through G and J
through N were affirmed because the ratings are consistent with
Moody's expected loss. The rating on the IO class, Class X-C, was
affirmed based on the credit performance of its referenced
classes.

Moody's rating action reflects a base expected loss of 10.2% of
the current balance compared to 8.9% at Moody's last review.
Moody's base expected loss plus realized losses is now 9.0% of the
original pooled balance compared to 8.4% at the last review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005 and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

Description Of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
structured credit assessment level) for loans with similar
structured credit assessments in the same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 11, the same as at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the April 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 30% to $980.2
million from $1.41 billion at securitization. The certificates are
collateralized by 50 mortgage loans ranging in size from less than
1% to 20% of the pool, with the top ten loans constituting 55% of
the pool. One loan, constituting 3% of the pool, has an
investment-grade structured credit assessment. Five loans,
constituting 19% of the pool, have defeased and are secured by US
government securities.

Eight loans, constituting 24% of the pool, are on the master
servicer's watchlist. The watchlist includes loans that meet
certain portfolio review guidelines established as part of the CRE
Finance Council (CREFC) monthly reporting package. As part of
Moody's ongoing monitoring of a transaction, the agency reviews
the watchlist to assess which loans have material issues that
could affect performance.

Four loans have been liquidated from the pool, resulting in an
aggregate realized loss of $26.2 million (for an average loss
severity of 18%). Three loans, constituting 8% of the pool, are
currently in special servicing. The largest specially serviced
loan is the Mercantile Bank & Trust Building Loan ($36.3 million -
- 3.7% of the pool), which is secured by 404,000 square foot (SF)
office tower located in Baltimore, Maryland. The loan was
transferred to special servicing in December 2011 due to imminent
maturity default with the loan maturing in January 2012. A major
decline in occupancy occurred when Venable LLC, which occupied
140,000 SF or 35% of the NRA, moved out in 2009. As of April 2014,
the property was 62% leased compared to 64% at last review.
Occupancy is expected to decline to 6% in December 2014 as PNC,
which leases 56% of the NRA, is expected to move out the building
into another building when its lease expires. The property is
under the control of a court appointed receiver, retaining
Transwestern, and is actively being marketed for sale.

The second largest specially serviced loan is the Fullerton Towers
Loan ($24.7 million -- 2.5% of the pool), which is secured by two
office towers (226,019 SF) located in Fullerton, California. The
loan was transferred to special servicing in November 2013 due to
imminent monetary default resulting from a drop in occupancy and
decline in rents. As of December 2013, the property was 63% leased
with 16% of the NRA rolling in 2014 and 11% in 2015. Per the
servicer, the loan is a candidate for a discounted payoff or
modification.

Moody's estimates an aggregate $41.8 million loss for specially
serviced loans (55% expected loss on average).

Moody's has assumed a high default probability for six poorly
performing loans, constituting 15% of the pool, and has estimated
an aggregate loss of $31.1 million (a 22% expected loss based on a
54% probability default) from these troubled loans.

Moody's received full year 2012 operating results for 100% of the
pool, and full or partial year 2013 operating results for 89% of
the pool. Moody's weighted average conduit LTV is 87% compared to
88% at Moody's last 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 8% to the most recently
available net operating income (NOI). Moody's value reflects a
weighted average capitalization rate of 9.4%.

Moody's actual and stressed conduit DSCRs are 1.47X and 1.21X,
respectively, compared to 1.47X and 1.19X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The loan with a structured credit assessment is the 2700 Broadway
Loan ($27.5 million -- 2.8% of the pool), which is secured by a
25,000 SF condominium interest in the retail portion of a mixed-
use building located in New York City. The condo unit is 100%
leased to the Trustees of Columbia University through October
2054. Moody's current structured credit assessment and stressed
DSCR is a2 (sca.pd) and 0.64X, compared to a2 (sca.pd) and 0.63X
at last review.

The top three conduit loans represent 37% of the pool balance. The
largest loan is the One & Two International Place Loan ($191.0
million -- 19.5% of the pool), which represents a 50% pari-passu
interest in a $382.0 million first mortgage loan. The loan is
secured by two Class A office towers, totaling 1.8 million SF,
located in the Financial District office submarket of Boston,
Massachusetts. As of November 2013, the property was 84% leased
compared to 79% at last review. The loan has remained on the
watchlist after property performance declined after Ropes and
Gray, which formerly occupied 19% of the NRA, vacated when its
lease expired in December 2011. Moody's LTV and stressed DSCR are
83% and 1.11X, respectively, compared to 84% and 1.09X at last
review.

The second largest loan is the Kadima Medical Office Pool Loan
($91.0 million -- 9.3% of the pool), which was originally secured
by 17 medical office buildings totaling 797,000 SF. The properties
are located in eight states with the largest concentration in
Florida (8 properties). One property was released in 2008 and two
more have been released since last review, paying down the loan by
$12.9 million. The remaining portfolio was 94 % leased as of June
2013 compared to 95% at last review. Property performance has been
stable. Moody's LTV and stressed DSCR are 97% and 1.15X,
respectively, compared to 103% and 1.07X at last review.

The third largest loan is the Park Place II - A Note Loan ($80.4
million -- 8.2% of the pool), which is secured by a 275,000 SF
mixed use office and retail property located in Irvine,
California. The loan was originally $100 million, with an interest
only period ending on June 2008, at which time the loan began to
amortize. The loan was transferred to special servicing in October
2009 due to imminent default, related to a decline in market
conditions as the property was 83% leased and there was
insufficient cash flow to service the debt. The loan was modified
in July 2010 into an $84 million A-Note, and a $10.2 million B-
Note. Prior to the modification the loan balance was $98.2
million. The borrower made a $4 million principal pay down to the
A-Note, which brought the A-Note to $84 million. In December 2011
and June 2013, there were principal pay downs of $1.07 million and
$2.5 million, respectively, bringing the A-Note to $80.4 million.
As of December 2013, the overall property was 87% leased, with the
office space 83% leased and the retail space 92% leased. Moody's
has classified this as a troubled loan. Moody's LTV and stressed
DSCR are 147% and 0.73X, respectively, compared to 154% and 0.70X
at last review.


WAMU 2006: Moody's Takes Action on $958MM RMBS From 3 2006 Series
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of 25 tranches
backed by Option ARM RMBS loans, issued by WaMu.

Complete rating actions are as follows:

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

Cl. 1A, Affirmed Caa3 (sf); previously on Dec 30, 2010 Downgraded
to Caa3 (sf)

Cl. 1A-1A, Affirmed B3 (sf); previously on Dec 23, 2013 Upgraded
to B3 (sf)

Cl. 1A-1B, Affirmed Ca (sf); previously on Dec 30, 2010 Downgraded
to Ca (sf)

Cl. 1-X-PPP, Affirmed Ca (sf); previously on Dec 30, 2010
Downgraded to Ca (sf)

Cl. 1-X2, Affirmed Caa3 (sf); previously on Feb 22, 2012
Downgraded to Caa3 (sf)

Cl. 2A, Affirmed B3 (sf); previously on Dec 23, 2013 Upgraded to
B3 (sf)

Cl. 2A-1B, Affirmed Ca (sf); previously on Dec 30, 2010 Downgraded
to Ca (sf)

Cl. 2-X-PPP, Affirmed Caa3 (sf); previously on Dec 30, 2010
Downgraded to Caa3 (sf)

Cl. CA-1C, Affirmed C (sf); previously on Dec 30, 2010 Downgraded
to C (sf)

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

Cl. 1A-C3, Affirmed C (sf); previously on Dec 15, 2010 Downgraded
to C (sf)

Cl. 1A-1B, Affirmed Ca (sf); previously on Dec 15, 2010 Downgraded
to Ca (sf)

Cl. 1A-1A, Affirmed Ba1 (sf); previously on Dec 23, 2013 Upgraded
to Ba1 (sf)

Cl. 1X-1A, Affirmed C (sf); previously on Dec 15, 2010 Downgraded
to C (sf)

Cl. 1X-1B, Affirmed C (sf); previously on Dec 15, 2010 Downgraded
to C (sf)

Cl. 2A-1A, Affirmed Caa3 (sf); previously on Dec 15, 2010
Downgraded to Caa3 (sf)

Cl. 2X, Affirmed C (sf); previously on Dec 15, 2010 Downgraded to
C (sf)

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

Cl. 1A, Affirmed Caa3 (sf); previously on Dec 3, 2010 Downgraded
to Caa3 (sf)

Cl. 2A, Affirmed Caa3 (sf); previously on Dec 3, 2010 Downgraded
to Caa3 (sf)

Cl. 3A, Affirmed Caa1 (sf); previously on Dec 23, 2013 Downgraded
to Caa1 (sf)

Cl. 3A-1B, Affirmed Ca (sf); previously on Dec 3, 2010 Downgraded
to Ca (sf)

Cl. 3X-PPP, Affirmed Caa2 (sf); previously on Dec 3, 2010
Downgraded to Caa2 (sf)

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

Cl. CA-1B3, Affirmed C (sf); previously on Dec 3, 2010 Downgraded
to C (sf)

Cl. CA-1B4, Affirmed C (sf); previously on Dec 3, 2010 Downgraded
to C (sf)

Cl. CX-PPP, Affirmed Caa3 (sf); previously on Dec 3, 2010
Downgraded to Caa3 (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.

On December 23, 2013, we took rating actions on certain tranches
from these transactions. The rating actions as well as the
December 2013 rating actions reflect updates and corrections to
the cash-flow models used by Moody's in rating these transactions.
For these deals, the modeling changes pertain to the calculation
of the senior percentage post subordination depletion, the loss
allocation to the bonds, and interest payment to the bonds.

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 6.3% in April 2014 from 7.5%
in April 2013. 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.


WASHINGTON MILL: Moody's Affirms B2 Rating on Class F Notes
-----------------------------------------------------------
Moody's Investors Service has assigned ratings to nine classes of
notes issued by Washington Mill CLO Ltd.:

Moody's rating action is as follows:

  $3,500,000 Class X Senior Floating Rate Notes due 2026 (the
  "Class X Notes"), Definitive Rating Assigned Aaa (sf)

  $295,000,000 Class A-1 Senior Floating Rate Notes due 2026 (the
  "Class A-1 Notes"), Definitive Rating Assigned Aaa (sf)

  $18,750,000 Class A-2 Senior Fixed Rate Notes due 2026 (the
  "Class A-2 Notes"), Definitive Rating Assigned Aaa (sf)

  $48,125,000 Class B-1 Senior Floating Rate Notes due 2026 (the
  "Class B-1 Notes"), Definitive Rating Assigned Aa2 (sf)

  $18,750,000 Class B-2 Senior Fixed Rate Notes due 2026 (the
  "Class B-2 Notes"), Definitive Rating Assigned Aa2 (sf)

  $25,625,000 Class C Deferrable Mezzanine Floating Rate Notes
  due 2026 (the "Class C Notes"), Definitive Rating Assigned A2
  (sf)

  $33,125,000 Class D Deferrable Mezzanine Floating Rate Notes
  due 2026 (the "Class D Notes"), Definitive Rating Assigned Baa3
  (sf)

  $23,750,000 Class E Deferrable Mezzanine Floating Rate Notes
  due 2026 (the "Class E Notes"), Definitive Rating Assigned Ba3
  (sf)

  $11,250,000 Class F Deferrable Mezzanine Floating Rate Notes
  due 2026 (the "Class F Notes"), Definitive Rating Assigned B2
  (sf)

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

Ratings Rationale

Moody's ratings of the Rated Notes address the expected losses
posed to noteholders. The ratings reflect the risks due to
defaults on the underlying portfolio of assets, the transaction's
legal structure, and the characteristics of the underlying assets.

Washington Mill is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated senior secured
corporate loans. At least 92.5% of the portfolio must consist of
first lien senior secured loans and eligible investments and up to
7.5% of the portfolio may consist of second lien loans, senior
secured loans with a second priority security interest and
unsecured loans. The portfolio is expected to be approximately 80%
ramped as of the closing date.

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

In addition to the Rated Notes, the Issuer will issue subordinated
notes. The transaction incorporates interest and par coverage
tests which, if triggered, divert interest and principal proceeds
to pay down the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in February 2014.

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

Par amount: $500,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2585

Weighted Average Spread (WAS): 4.0%

Weighted Average Coupon (WAC): 7.0%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL): 8 years.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

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

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the ratings assigned to the
Rated Notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Rated Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds to
higher expected losses), assuming that all other factors are held
equal:

Percentage Change in WARF -- increase of 15% (from 2585 to 2973)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1 Notes: 0

Class A-2 Notes: 0

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Class F Notes: -1

Percentage Change in WARF -- increase of 30% (from 2585 to 3361)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1 Notes: -1

Class A-2 Notes: -1

Class B-1 Notes: -3

Class B-2 Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1

Class F Notes: -3


WFRBS COMMERCIAL 2012-C7: Moody's Affirms B2 Rating on G Certs
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of thirteen
classes in WFRBS Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2012-C7 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Jun 6, 2013 Affirmed Aaa
(sf)

Cl. A-2, Affirmed Aaa (sf); previously on Jun 6, 2013 Affirmed Aaa
(sf)

Cl. A-FL, Affirmed Aaa (sf); previously on Jun 6, 2013 Affirmed
Aaa (sf)

Cl. A-FX*, Affirmed Aaa (sf); previously on Jun 6, 2013 Affirmed
Aaa (sf)

Cl. A-S, Affirmed Aaa (sf); previously on Jun 6, 2013 Affirmed Aaa
(sf)

Cl. B, Affirmed Aa2 (sf); previously on Jun 6, 2013 Affirmed Aa2
(sf)

Cl. C, Affirmed A2 (sf); previously on Jun 6, 2013 Affirmed A2
(sf)

Cl. D, Affirmed Baa1 (sf); previously on Jun 6, 2013 Affirmed Baa1
(sf)

Cl. E, Affirmed Baa3 (sf); previously on Jun 6, 2013 Affirmed Baa3
(sf)

Cl. F, Affirmed Ba2 (sf); previously on Jun 6, 2013 Affirmed Ba2
(sf)

Cl. G, Affirmed B2 (sf); previously on Jun 6, 2013 Affirmed B2
(sf)

Cl. X-A, Affirmed Aaa (sf); previously on Jun 6, 2013 Affirmed Aaa
(sf)

Cl. X-B, Affirmed Ba3 (sf); previously on Jun 6, 2013 Affirmed Ba3
(sf)

Ratings Rationale

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

The ratings on the two IO classes were affirmed based on the
credit performance (or the weighted average rating factor or WARF)
of the referenced classes. .

Moody's rating action reflects a base expected loss of 2.4% of the
current balance compared to 2.2% at Moody's prior review.
Similarly, Moody's base expected loss plus realized losses is now
2.4% of the original pooled balance compared to 2.2% at the prior
review.

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 can
indicate that the collateral's credit quality is stronger or
weaker than Moody's had previously expected.

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

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

Methodology Underlying The Rating Action

The methodologies used in this rating were "Moody's Approach to
Rating Fusion U.S. CMBS Transactions" published in April 2005, and
"Moody's Approach to Rating CMBS Large Loan/Single Borrower
Transactions" published in July 2000.

Description Of Models Used

Moody's review used the excel-based CMBS Conduit Model v 2.64,
which it uses 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 Moody's uses to
estimate Moody's value). Conduit model results at the B2 (sf)
level are based on a paydown analysis using the individual loan-
level Moody's LTV ratio. Moody's may consider other concentrations
and correlations in its analysis. Based on the model pooled credit
enhancement levels of Aa2 (sf) and B2 (sf), the required credit
enhancement on 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, Moody's merges the credit enhancement for loans with
investment-grade structured credit assessments with the conduit
model credit enhancement for an overall model result. Moody's
incorporates negative pooling (adding credit enhancement at the
structured credit assessment level) for loans with similar
structured credit assessments in the same transaction.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 17, the same as at Moody's last review.

When the Herf falls below 20, Moody's uses the excel-based Large
Loan Model v 8.7 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. Moody's also further adjusts these
aggregated proceeds for any pooling benefits associated with loan
level diversity and other concentrations and correlations.

Deal Performance

As of the April 17, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 2% to $1.08 billion
from $1.10 billion at securitization. The Certificates are
collateralized by 61 mortgage loans ranging in size from less than
1% to 14% of the pool, with the top ten loans (excluding
defeasance) representing 63% of the pool. The pool contains one
loan, representing 3% of the pool, that has an investment grade
structured credit assessment.

Three loans, representing approximately 1% 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 Moody's  ongoing monitoring of a transaction, Moody's reviews
the watchlist to assess which loans have material issues that
could impact performance.

No loans have been liquidated from the pool. One loan,
representing 2% of the pool, is in special servicing. The
specially serviced loan is the Bear Creek Portfolio Loan ($18
million -- 1.6% of the pool), which is secured by a three-property
portfolio in Petoskey, Michigan. Two of the properties are
multifamily properties, while the third is a 45,857 square foot
(SF) retail center.

Moody's received full-year 2012 operating results for 93% of the
pool and full or partial year 2013 operating results for 93%.
Moody's weighted average conduit LTV is 91% compared to 96% at
Moody's last 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 14% to the most recently available net
operating income (NOI). Moody's value reflects a weighted average
capitalization rate of 9.8%.

Moody's actual and stressed conduit DSCRs are 1.71X and 1.21X,
respectively, compared to 1.61X and 1.11X at the 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 structured credit assessment is 167 East 61st
Street Loan ($35.5 million -- 3.2% of the pool), which is secured
by a 150-unit multifamily cooperative building located in
Manhattan, New York. The property was 100% leased as of September
2013, the same as at last review and at securitization. The
collateral also includes ground floor retail, two neighboring
townhouses, a laundry facility and a below grade parking garage,
which are all subject to a long-term lease to the Trump
Corporation. The borrower's interest in the land consists of a
leasehold interest pursuant to a ground lease that expires in
2082. Moody's credit assessment and stressed DSCR are a3 (sca.pd)
and 1.48X, respectively, the same as at the last review.

The top three performing conduit loans represent 35% of the pool
balance. The largest loan is the Northridge Fashion Center Loan
($153.1 million -- 14.2% of the pool), which is secured by the
borrower's interest in a 644,000 square foot (SF) portion of a 1.5
million SF super regional mall in Northridge, California. The loan
represents a 63.7% pari-passu interest in a $240.1 million loan.
The property was originally built in 1971 then rebuilt after the
1994 Northridge earthquake and expanded in 1998. The property is
anchored by Macy's, Macy's Men and Home, Sears and JC Penney (none
of which are part of the collateral). Major tenants include Sports
Authority, Pacific Theatres, and Forever 21. The property was 93%
leased as of year-end 2013, compared to 90% as of year-end 2012.
Moody's LTV and stressed DSCR are 97% and 1.01X, respectively,
compared to 98% and 0.99X at the last review.

The second largest loan is the Town Center at Cobb Loan ($130
million -- 12% of the pool). The loan is secured by a 600,000 SF
portion of a 1.28 million SF super regional mall in Kennesaw,
Georgia, approximately 25 miles northwest of the Atlanta CBD. The
loan represents a 65.0% pari-passu interest in a $200 million
loan. The property was built in 1985 and most recently renovated
in 2011. As of December 2012 the collateral was 90% leased
compared to 87% at securitization. The property is anchored by
Macy's, Macy's Furniture, Belk, Sears and JC Penney. Only Belk and
a 31,000 SF portion of JC Penney are included in the collateral.
Moody's LTV and stressed DSCR are 96% and 0.99X, respectively, the
same as at last review.

The third largest loan is the Florence Mall Loan ($90 million --
8.3% of the pool). which is secured by the borrower's interest in
a 384,000 SF portion of a 957,000 SF regional mall located in
Florence, Kentucky. The property is anchored by Macy's, Macy's
Home, Sears and JC Penney (none of which are part of the
collateral). The property was 95% leased as of December 2013,
compared to 83% leased as the last review. Moody's LTV and
stressed DSCR are 79% and 1.27X, respectively, the same as at last
review.


WHITEHORSE VIII: Moody's Assigns B2 Rating on Class F Notes
-----------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
notes issued by WhiteHorse VIII, Ltd.:

Moody's rating action is as follows:

$4,000,000 Class X Senior Secured Floating Rate Notes due 2026
(the "Class X Notes"), Assigned Aaa (sf)

$341,000,000 Class A Senior Secured Floating Rate Notes due 2026
(the "Class A Notes"), Assigned Aaa (sf)

$74,250,000 Class B Senior Secured Floating Rate Notes due 2026
(the "Class B Notes"), Assigned Aa2 (sf)

$33,000,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class C Notes"), Assigned A2 (sf)

$31,500,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class D Notes"), Assigned Baa3 (sf)

$26,250,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2026 (the "Class E Notes"), Assigned Ba3 (sf)

$12,250,000 Class F Junior Secured Deferrable Floating Rate Notes
due 2026 (the "Class F Notes"), Assigned B2 (sf)

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

Ratings Rationale

Moody's ratings of the Rated Notes address the expected losses
posed to noteholders. The ratings reflect the risks due to
defaults on the underlying portfolio of assets, the transaction's
legal structure, and the characteristics of the underlying assets.

WhiteHorse VIII is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated first lien
senior secured corporate loans. At least 90% of the portfolio must
consist of senior secured loans and eligible investments, and up
to 10% of the portfolio may consist of second lien loans and
senior unsecured loans. The Issuer's documents require the
portfolio to be at least 70% ramped as of the closing date.

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

In addition to the Rated Notes, the Issuer issued subordinated
notes. The transaction incorporates interest and par coverage
tests which, if triggered, divert interest and principal proceeds
to pay down the notes in order of seniority.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in February 2014.

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

Par amount: $550,000,000

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2700

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 48.0%

Weighted Average Life (WAL): 8 years.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

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

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

Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was an
important component in determining the ratings assigned to the
Rated Notes. This sensitivity analysis includes increased default
probability relative to the base case.

Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Rated Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds to
higher expected losses), assuming that all other factors are held
equal:

Percentage Change in WARF -- increase of 15% (from 2700 to 3105)

Rating Impact in Rating Notches

Class X Notes: 0

Class A Notes: 0

Class B Notes: -1

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Class F Notes: -1

Percentage Change in WARF -- increase of 30% (from 2700 to 3510)

Rating Impact in Rating Notches

Class X Notes: 0

Class A Notes: -1

Class B Notes: -3

Class C Notes: -3

Class D Notes: -2

Class E Notes: -1

Class F Notes: -3

The V Score for this transaction is Medium/High. This V Score has
been assigned in a manner similar to the Medium/High V Score
assigned for the global cash flow CLO sector, as described in the
special report titled "V Scores and Parameter Sensitivities in the
Global Cash Flow CLO Sector," dated July 6, 2009 and available on
www.moodys.com.

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 Takes Action on $580MM of Subprime RMBS
-------------------------------------------------
Moody's Investors Service has upgraded the ratings of four
tranches and downgraded the ratings of 28 tranches from 18
transactions issued by Delta Funding Corporation and Renaissance
Home Equity Loan Trust, backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: DFC HELTrust 2001-2

Cl. M-1, Downgraded to B2 (sf); previously on Jun 10, 2013
Confirmed at B1 (sf)

Issuer: Renaissance Home Equity Loan Trust 2003-1

M-1, Upgraded to B3 (sf); previously on Apr 9, 2012 Downgraded to
Caa1 (sf)

Issuer: Renaissance Home Equity Loan Trust 2003-3

M-1, Upgraded to Ba2 (sf); previously on Apr 9, 2012 Downgraded to
Ba3 (sf)

M-2A, Upgraded to Caa3 (sf); previously on Apr 9, 2012 Downgraded
to Ca (sf)

M-2F, Upgraded to Caa3 (sf); previously on Apr 9, 2012 Downgraded
to Ca (sf)

Issuer: Renaissance Home Equity Loan Trust 2003-4

M-1, Downgraded to Ba3 (sf); previously on Apr 9, 2012 Upgraded to
Ba2 (sf)

Issuer: Renaissance Home Equity Loan Trust 2004-1

AV-1, Downgraded to Baa1 (sf); previously on Jun 10, 2013
Confirmed at A3 (sf)

AV-3, Downgraded to Baa1 (sf); previously on Jun 10, 2013
Confirmed at A3 (sf)

Issuer: Renaissance Home Equity Loan Trust 2004-2

Cl. AV-3, Downgraded to A2 (sf); previously on Jun 10, 2013
Downgraded to A1 (sf)

Underlying Rating: Downgraded to A3 (sf); previously on Jun 10,
2013 Downgraded to A1 (sf)

Financial Guarantor: Assured Guaranty Municipal Corp (Affirmed at
A2, Outlook Stable on Feb 10, 2014)

Issuer: Renaissance Home Equity Loan Trust 2004-3

Cl. AV-1, Downgraded to Baa1 (sf); previously on Jun 10, 2013
Downgraded to A2 (sf)

Cl. AV-2A, Downgraded to Aa1 (sf); previously on Mar 7, 2011
Confirmed at Aaa (sf)

Issuer: Renaissance Home Equity Loan Trust 2004-4

Cl. AF-6, Downgraded to Baa3 (sf); previously on Jun 10, 2013
Downgraded to Baa2 (sf)

Issuer: Renaissance Home Equity Loan Trust 2005-1

Cl. AV-3, Downgraded to Ba3 (sf); previously on Jun 10, 2013
Downgraded to Ba1 (sf)

Issuer: Renaissance Home Equity Loan Trust 2005-2

Cl. AV-3, Downgraded to Ba2 (sf); previously on Jun 10, 2013
Downgraded to Ba1 (sf)

Issuer: Renaissance Home Equity Loan Trust 2005-3

Cl. AV-3, Downgraded to Ba3 (sf); previously on Jun 10, 2013
Downgraded to Ba2 (sf)

Issuer: Renaissance Home Equity Loan Trust 2006-1

Cl. AV-3, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Cl. AF-3, Downgraded to Ca (sf); previously on Sep 4, 2012
Downgraded to Caa2 (sf)

Cl. AF-4, Downgraded to Ca (sf); previously on Aug 13, 2010
Downgraded to Caa3 (sf)

Cl. AF-5, Downgraded to Ca (sf); previously on Aug 13, 2010
Downgraded to Caa3 (sf)

Cl. AF-6, Downgraded to Ca (sf); previously on Aug 13, 2010
Downgraded to Caa2 (sf)

Issuer: Renaissance Home Equity Loan Trust 2006-2

Cl. AV-2, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Cl. AV-3, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Issuer: Renaissance Home Equity Loan Trust 2006-3

Cl. AV-2, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Cl. AV-3, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Issuer: Renaissance Home Equity Loan Trust 2006-4

Cl. AV-2, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Cl. AV-3, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Issuer: Renaissance Home Equity Loan Trust 2007-1

Cl. AV-2, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Cl. AV-3, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Issuer: Renaissance Home Equity Loan Trust 2007-2

Cl. AV-2, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Cl. AV-3, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Issuer: Renaissance Home Equity Loan Trust 2007-3

Cl. AV-2, Downgraded to Caa3 (sf); previously on Jun 10, 2013
Downgraded to Caa1 (sf)

Cl. AV-3, Downgraded to Caa3 (sf); previously on Jun 10, 2013
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 upgrades are a result of improving performance of
the related pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations. The downgrades are a result of
deteriorating performance and/or structural features resulting in
higher expected losses for the bonds than previously anticipated.

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 6.7% in March 2014 from 7.5%
in March 2013. 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 $317 Alt-A RMBS Issued 2004-2005
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
tranches and upgraded the ratings of 22 tranches in nine RMBS
transactions issued by Homestar Mortgage Acceptance Corp. and
Opteum Mortgage Acceptance Corporation. The tranches are backed by
Alt-A RMBS loans issued in 2004 and 2005.

Complete rating actions are as follows:

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-1

Cl. A-1, Downgraded to A3 (sf); previously on Mar 25, 2011
Downgraded to A1 (sf)

Cl. A-2, Downgraded to Baa1 (sf); previously on May 10, 2012
Confirmed at A3 (sf)

Cl. M-1, Downgraded to Ba3 (sf); previously on May 10, 2012
Downgraded to Ba1 (sf)

Cl. M-3, Downgraded to Caa2 (sf); previously on Mar 25, 2011
Downgraded to B3 (sf)

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-2

Cl. M-1, Downgraded to Baa3 (sf); previously on Mar 25, 2011
Downgraded to Baa2 (sf)

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-3

Cl. M-3, Upgraded to B1 (sf); previously on Nov 12, 2013 Upgraded
to B3 (sf)

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-6

Cl. M-4, Upgraded to Ba3 (sf); previously on Feb 15, 2013 Upgraded
to B2 (sf)

Issuer: Opteum Mortgage Acceptance Corporation Asset Backed Pass-
Through Certificates 2005-4

Cl. I-A1C, Upgraded to Ba1 (sf); previously on Jan 12, 2011
Downgraded to Ba2 (sf)

Cl. I-A2, Upgraded to B2 (sf); previously on Aug 30, 2012 Upgraded
to Caa1 (sf)

Cl. II-A1, Upgraded to Ba1 (sf); previously on Jul 18, 2011
Downgraded to Ba3 (sf)

Cl. M-1, Upgraded to Ca (sf); previously on Jul 18, 2011
Downgraded to C (sf)

Issuer: Opteum Mortgage Acceptance Corporation Asset Backed Pass-
Through Certificates 2005-5

Cl. I-A1C, Upgraded to Ba3 (sf); previously on Jun 28, 2013
Confirmed at B2 (sf)

Cl. II-A1B, Upgraded to Ba2 (sf); previously on Jun 28, 2013
Upgraded to B1 (sf)

Cl. II-A1C, Upgraded to Ba3 (sf); previously on Jun 28, 2013
Upgraded to B2 (sf)

Cl. II-AN, Upgraded to Ba3 (sf); previously on Jun 28, 2013
Upgraded to B1 (sf)

Issuer: Opteum Mortgage Acceptance Corporation, Asset Backed Pass-
Through Certificates, Series 2005-1

Cl. M-5, Upgraded to Baa3 (sf); previously on Feb 22, 2013
Upgraded to Ba2 (sf)

Cl. M-6, Upgraded to Ba3 (sf); previously on Feb 22, 2013 Upgraded
to B2 (sf)

Cl. M-7, Upgraded to B3 (sf); previously on Feb 22, 2013 Upgraded
to Caa2 (sf)

Cl. M-8, Upgraded to Ca (sf); previously on Feb 22, 2013 Affirmed
C (sf)

Issuer: Opteum Mortgage Acceptance Corporation, Asset Backed Pass-
Through Certificates, Series 2005-2

Cl. M-3, Upgraded to Baa3 (sf); previously on Jul 31, 2013
Upgraded to Ba2 (sf)

Cl. M-4, Upgraded to Ba2 (sf); previously on Jul 31, 2013 Upgraded
to B1 (sf)

Cl. M-5, Upgraded to Caa1 (sf); previously on Aug 30, 2012
Upgraded to Caa3 (sf)

Cl. M-6, Upgraded to Ca (sf); previously on Apr 15, 2010
Downgraded to C (sf)

Issuer: Opteum Mortgage Acceptance Corporation, Asset Backed Pass-
Through Certificates, Series 2005-3

Cl. M-1, Upgraded to Ba1 (sf); previously on Jun 28, 2013 Upgraded
to Ba2 (sf)

Cl. M-2, Upgraded to Ba3 (sf); previously on Jun 28, 2013 Upgraded
to B1 (sf)

Cl. M-3, Upgraded to Caa2 (sf); previously on Aug 30, 2012
Upgraded to Ca (sf)

Cl. M-4, Upgraded to Ca (sf); previously on Apr 15, 2010
Downgraded to C (sf)

Ratings Rationale

The rating actions are a result of performance on the underlying
pools and reflect Moody's updated loss expectations on the pools.
The upgrade actions reflect stable or improving performance on the
pools and a buildup of credit enhancement to the underlying bonds
through overcollateralization and excess spread. The downgrades on
Homestar Mortgage Acceptance Corp. Asset-Backed Pass-Through
Certificates, Series 2004-1 reflect the deteriorating performance
of the underlying pools. The downgrade action on the Class M-1
mezzanine bond in Homestar Mortgage Acceptance Corp. Asset-Backed
Pass-Through Certificates, Series 2004-2 reflects interest
shortfalls on the bond. Structural limitations in the transactions
prevent the reimbursement of these shortfalls even though funds
are available in subsequent periods, as a result this shortfalls
are unlikely to be reimbursed.

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 6.3% in April 2014 from 7.5%
in April 2013 . 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 $298MM of Issued 2004-2007
----------------------------------------------------
Moody's Investors Service has affirmed the ratings of 18 tranches
backed by Prime Jumbo RMBS loans, issued by miscellaneous issuers.

Complete rating actions are as follows:

Issuer: Merrill Lynch Mortgage Investors Trust MLCC 2004-C

Cl. A-1, Affirmed Ba1 (sf); previously on Jan 17, 2014 Downgraded
to Ba1 (sf)

Cl. A-2, Affirmed Ba2 (sf); previously on Jan 17, 2014 Downgraded
to Ba2 (sf)

Cl. A-2A, Affirmed Ba1 (sf); previously on Jan 17, 2014 Downgraded
to Ba1 (sf)

Cl. A-2B, Affirmed Ba3 (sf); previously on Jan 17, 2014 Downgraded
to Ba3 (sf)

Cl. A-3, Affirmed Baa3 (sf); previously on Jan 17, 2014 Downgraded
to Baa3 (sf)

Cl. X-A, Affirmed Ba2 (sf); previously on Jan 17, 2014 Downgraded
to Ba2 (sf)

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

Cl. B-1, Affirmed B3 (sf); previously on Aug 30, 2013 Downgraded
to B3 (sf)

Cl. B-2, Affirmed Caa2 (sf); previously on Apr 18, 2011 Downgraded
to Caa2 (sf)

Cl. B-3, Affirmed Ca (sf); previously on Apr 18, 2011 Downgraded
to Ca (sf)

Cl. B-4, Affirmed C (sf); previously on Apr 18, 2011 Downgraded to
C (sf)

Cl. B-5, Affirmed C (sf); previously on Apr 18, 2011 Downgraded to
C (sf)

Issuer: Thornburg Mortgage Securities Trust 2007-2

Cl. A-1, Affirmed Caa1 (sf); previously on Jan 15, 2014 Downgraded
to Caa1 (sf)

Cl. A-2A, Affirmed Caa1 (sf); previously on Mar 26, 2010
Downgraded to Caa1 (sf)

Cl. A-2B, Affirmed Ca (sf); previously on Mar 26, 2010 Downgraded
to Ca (sf)

Cl. A-3A, Affirmed B1 (sf); previously on Mar 26, 2010 Downgraded
to B1 (sf)

Cl. A-3B, Affirmed Ca (sf); previously on Mar 26, 2010 Downgraded
to Ca (sf)

Cl. A-X, Affirmed Caa1 (sf); previously on Feb 22, 2012 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.

On January 15, 2014 and on January 17, 2014, Moody's  took rating
actions on certain tranches from Thornburg Mortgage Securities
Trust 2007-2 and Merrill Lynch Mortgage Investors Trust MLCC 2004-
C, respectively. The rating actions as well as the January 2014
rating actions reflect updates and corrections to the cash-flow
models used by Moody's in rating these transactions. For both
deals, the modeling changes pertain to the calculation of the
senior percentage post subordination depletion, the loss
allocation to the bonds, and interest payment to the bonds . For
Thornburg Mortgage Securities Trust 2007-2, the modeling changes
also pertain to the calculation of interest amounts used for cross
collateralization between the loan groups. For Merrill Lynch
Mortgage Investors Trust MLCC 2004-C, the modeling changes also
pertain to the calculation of the cumulative loss trigger. .

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 6.7% in March 2014 from 7.5%
in March 2013. 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 $54MM RMBS Issued 2002 to 2005
--------------------------------------------------------
Moody's Investors Service has upgraded the ratings of eight
tranches issued by six RMBS transactions. The collateral backing
these deals primarily consists of closed end second lien loans.

Complete rating action is as follows:

Issuer: Irwin Whole Loan Home Equity Trust 2002-A

Cl. IIB-1, Upgraded to Caa3 (sf); previously on Jun 30, 2010
Downgraded to C (sf)

Issuer: Merrill Lynch Mortgage Investors Trust Series 2005-SL1

Cl. B-2, Upgraded to Ba2 (sf); previously on Oct 20, 2010
Downgraded to B2 (sf)

Issuer: RFMSII Home Loan Trust 2002-HI3

Cl. A-7, Upgraded to Ba3 (sf); previously on Apr 21, 2010
Downgraded to B2 (sf)

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Issuer: SACO I Trust 2005-8

Cl. A-1, Upgraded to Ba2 (sf); previously on Sep 2, 2010
Downgraded to B2 (sf)

Cl. A-3, Upgraded to Ba2 (sf); previously on Sep 2, 2010
Downgraded to B2 (sf)

Issuer: Structured Asset Securities Corp Trust 2004-S4

Cl. M5, Upgraded to Ba2 (sf); previously on Jul 6, 2010 Downgraded
to B2 (sf)

Cl. M6, Upgraded to Caa3 (sf); previously on Jul 6, 2010
Downgraded to C (sf)

Issuer: Structured Asset Securities Corp Trust 2005-S6

Cl. M1, Upgraded to Caa3 (sf); previously on Jul 6, 2010
Downgraded to C (sf)

Ratings Rationale

The rating actions are a result of the recent performance of
second lien loans backed pools and reflect Moody's updated loss
expectations on these pools. The ratings upgraded are primarily
due to the build-up in credit enhancement due to sequential pay
structure, non-amortizing subordinate bond, overcollateralization,
and availability of excess spread. Performance has remained
generally stable from Moody's  last review.

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 6.3% in April 2014 from 7.5%
in April 2013. 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 $130MM Alt-A RMBS Issued in 2005
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches and affirmed the ratings of 22 tranches backed by Alt-A
RMBS loans issued by two trusts.

Complete rating actions are as follows:

Issuer: Banc of America Alternative Loan Trust 2005-2

Cl. A-PO, Affirmed Caa1 (sf); previously on Aug 8, 2012 Downgraded
to Caa1 (sf)

Cl. 3-A-1, Downgraded to B2 (sf); previously on Jan 30, 2014
Downgraded to B1 (sf)

Cl. 4-A-1, Downgraded to B1 (sf); previously on Jan 30, 2014
Downgraded to Ba3 (sf)

Cl. 1-CB-1, Affirmed Caa2 (sf); previously on Aug 8, 2012
Downgraded to Caa2 (sf)

Cl. 1-CB-2, Affirmed Caa2 (sf); previously on Aug 8, 2012
Downgraded to Caa2 (sf)

Cl. 1-CB-3, Affirmed Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-CB-4, Affirmed Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa2 (sf)

Cl. 1-CB-5, Affirmed C (sf); previously on Apr 26, 2010 Downgraded
to C (sf)

Cl. 2-CB-1, Affirmed Caa2 (sf); previously on Apr 26, 2010
Downgraded to Caa2 (sf)

Cl. 15-IO, Affirmed Ba3 (sf); previously on Feb 22, 2012
Downgraded to Ba3 (sf)

Cl. CB-IO, Affirmed Caa2 (sf); previously on Aug 8, 2012
Downgraded to Caa2 (sf)

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-J9

Cl. 1-A-1, Affirmed Caa3 (sf); previously on Jan 9, 2014
Downgraded to Caa3 (sf)

Cl. 1-A-2, Affirmed Caa3 (sf); previously on Jan 9, 2014
Downgraded to Caa3 (sf)

Cl. 1-A-4, Affirmed Caa3 (sf); previously on Jan 9, 2014
Downgraded to Caa3 (sf)

Cl. 1-A-5, Affirmed Caa3 (sf); previously on Jan 9, 2014
Downgraded to Caa3 (sf)

Cl. 1-A-6, Affirmed Caa3 (sf); previously on Jan 9, 2014
Downgraded to Caa3 (sf)

Cl. 1-A-7, Affirmed C (sf); previously on Apr 12, 2010 Downgraded
to C (sf)

Cl. 2-A-1, Affirmed Caa1 (sf); previously on Jan 9, 2014
Downgraded to Caa1 (sf)

Cl. 2-A-2, Affirmed Caa1 (sf); previously on Jan 9, 2014
Downgraded to Caa1 (sf)

Cl. 2-A-3, Affirmed C (sf); previously on Feb 16, 2012 Downgraded
to C (sf)

Cl. 1-X, Affirmed Caa3 (sf); previously on Jan 9, 2014 Downgraded
to Caa3 (sf)

Cl. 2-X, Affirmed Caa1 (sf); previously on Jan 9, 2014 Downgraded
to Caa1 (sf)

Cl. PO-A, Affirmed Caa3 (sf); previously on Apr 12, 2010
Downgraded to Caa3 (sf)

Cl. PO-B, Affirmed Caa1 (sf); previously on Apr 12, 2010
Downgraded to Caa1 (sf)

Ratings Rationale

The ratings 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 a result of deteriorating
performance and higher than expected losses on bonds where the
credit support is expected to be depleted.

On January 9, 2014 and January 30, 2014, we took rating actions on
certain tranches from these transactions. The rating actions as
well as the January 2014 rating actions reflect updates and
corrections to the cash-flow models used by Moody's in rating
these transactions. For these deals, the modeling changes pertain
to the calculation of the senior percentage post subordination
depletion, the loss allocation to the bonds, and interest payment
to the bonds.

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 6.3% in April 2014 from 7.5%
in April 2013. 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 $65MM RMBS Issued by Various Trusts
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one tranche
and upgraded the ratings of five tranches from three transactions
issued by various trusts, backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-HE8

Cl. II-2A, Upgraded to Ba3 (sf); previously on Aug 7, 2013
Upgraded to B1 (sf)

Issuer: C-BASS 2003-CB3 Trust

Cl. AF-1, Downgraded to Baa1 (sf); previously on Mar 10, 2011
Downgraded to A2 (sf)

Issuer: RASC Series 2005-KS6 Trust

Cl. M-4, Upgraded to Baa1 (sf); previously on Dec 2, 2013 Upgraded
to Baa3 (sf)

Cl. M-5, Upgraded to Ba2 (sf); previously on Dec 2, 2013 Upgraded
to B1 (sf)

Cl. M-6, Upgraded to B3 (sf); previously on Dec 2, 2013 Upgraded
to Caa1 (sf)

Cl. M-7, Upgraded to Ca (sf); previously on Mar 5, 2013 Affirmed C
(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 upgrades are a result of improving performance of
the related pools and/or faster pay-down of the bonds due to high
prepayments/faster liquidations. The downgrade is a result of
deteriorating performance and/or structural features resulting in
higher expected losses for the bonds than previously anticipated.

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 6.3% in April 2014 from 7.5%
in April 2013. 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 $122MM RMBS Issued by Various Trusts
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four
tranches from two transactions and downgraded the ratings of three
tranches from two transactions backed by Subprime mortgage loans.

Complete rating actions are as follows:

Issuer: Chase Funding Trust, Series 2003-5

Cl. IA-5, Downgraded to Baa3 (sf); previously on Apr 23, 2012
Confirmed at Baa2 (sf)

Cl. IIA-2, Downgraded to Baa1 (sf); previously on Apr 23, 2012
Downgraded to A2 (sf)

Issuer: Chase Funding Trust, Series 2004-2

Cl. IIA-2, Upgraded to Baa1 (sf); previously on Apr 10, 2012
Confirmed at Baa2 (sf)

Cl. IIM-1, Upgraded to Caa1 (sf); previously on Mar 7, 2011
Downgraded to Caa2 (sf)

Issuer: Conseco Finance Home Equity Loan Trust 2002-B

Cl. M-2, Upgraded to Ba1 (sf); previously on Aug 14, 2013
Confirmed at Ba3 (sf)

Cl. B-1, Upgraded to Caa1 (sf); previously on Aug 14, 2013
Confirmed at Caa3 (sf)

Issuer: IndyMac Home Equity Mortgage Loan Asset-Backed Trust, SPMD
2001-A

AF-6, Downgraded to Caa2 (sf); previously on Aug 14, 2013
Confirmed at B3 (sf)

Ratings Rationale

The rating actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectations on
the pools. The ratings upgraded are a result of improving
performance of the related pools and/or faster pay-down of the
bonds due to high prepayments/faster liquidations. The ratings
downgraded are a result of deteriorating performance and/or
structural features resulting in higher expected losses for the
bonds than previously anticipated.

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:

The primary source of assumption uncertainty is the uncertainty in
our central macroeconomic forecast and performance volatility due
to servicer-related issues. The unemployment rate fell from 7.5%
in April 2013 to 6.3% in April 2014. Moody's forecasts an
unemployment central range of 6.5% to 7.5% for the 2014 year.
Moody's expects house prices to continue to rise in 2014.
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 $61MM 2nd Lien RMBS Issued 2001-2005
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 10 tranches
issued by seven RMBS transactions. The collateral backing these
deals primarily consists of closed end second lien and home equity
line of credit loans.

Complete rating action is as follows:

Issuer: American Home Mortgage Investment Trust 2005-SD1

Cl. II-A1, Upgraded to B2 (sf); previously on Nov 4, 2010
Confirmed at Caa1 (sf)

Issuer: GMACM Home Loan Trust 2001-HLTV2

Cl. A-I, Upgraded to B2 (sf); previously on May 21, 2010 Confirmed
at Caa2 (sf)

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Issuer: Lehman ABS Corporation Home Equity Loan Asset-Backed
Notes, Series 2004-2

Cl. A, Upgraded to B3 (sf); previously on Dec 2, 2010 Downgraded
to Caa2 (sf)

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Issuer: RFMSII Home Equity Loan Trust 2003-HS3

Cl. A-II-B, Upgraded to B1 (sf); previously on Jun 4, 2010
Downgraded to B2 (sf)

Financial Guarantor: MBIA Insurance Corporation (B3 on review for
possible upgrade Feb 14, 2014)

Issuer: RFMSII Home Loan Trust 2002-HI2

Cl. A-I-7, Upgraded to B2 (sf); previously on Apr 21, 2010
Downgraded to Caa1 (sf)

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Cl. A-II, Upgraded to B2 (sf); previously on Apr 21, 2010
Downgraded to Caa1 (sf)

Financial Guarantor: Ambac Assurance Corporation (Segregated
Account - Unrated)

Issuer: RFMSII Home Loan Trust 2004-HI2

Cl. A-5, Upgraded to B3 (sf); previously on Apr 21, 2010
Downgraded to Caa1 (sf)

Underlying Rating: Upgraded to B3 (sf); previously on Apr 21, 2010
Downgraded to Caa1 (sf)

Financial Guarantor: Financial Guaranty Insurance Company (Insured
Rating Withdrawn Mar 25, 2009)

Issuer: Terwin Mortgage Trust 2005-11

Cl. I-A-1b, Upgraded to B2 (sf); previously on Oct 20, 2010
Confirmed at Caa2 (sf)

Cl. I-G, Upgraded to B2 (sf); previously on Oct 20, 2010 Confirmed
at Caa2 (sf)

Cl. I-M-1a, Upgraded to Ca (sf); previously on Oct 30, 2008
Downgraded to C (sf)

Ratings Rationale

The rating actions are a result of the recent performance of
second lien loans backed pools and reflect Moody's updated loss
expectations on these pools. The ratings upgraded are primarily
due to the build-up in credit enhancement due to sequential pay
structure, non-amortizing subordinate bonds,
overcollateralization, and availability of excess spread.
Performance has remained generally stable from our last review.

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 6.3% in April 2014 from 7.5%
in April 2013. 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 Hikes Rating on Potamac 2007-1 & CPORTS 2007-1 Secs.
--------------------------------------------------------------
Moody's Investors Service announced the following rating actions
on Potomac Synthetic CDO 2007-1 and CPORTS Potomac 2007-1
Segregated Portfolio:

Issuer: CPORTS Potomac 2007-1 Segregated Portfolio

$25,000,000 Class B Floating Rate Notes Due 2015, Upgraded to Ba3
(sf); previously on Jul 22, 2013 Upgraded to B2 (sf)

Issuer: Potomac Synthetic CDO 2007-1

$31,000,000 Class 10B-1 Floating Rate Notes Due 2017, Upgraded to
B1 (sf); previously on Jun 7, 2013 Upgraded to B2 (sf)

These transactions are corporate synthetic collateralized debt
obligations (CSOs) referencing a portfolio of corporate senior
unsecured bonds, originally rated in 2007.

Ratings Rationale

The rating actions are due to the shortened time to maturity of
the CSOs and the level of credit enhancement remaining in the
transactions

Key Factual Elements

Since the last rating review in July 2013 the credit quality of
the portfolio has been stable. The portfolio's ten-year weighted
average rating factor (WARF) has increased slightly to 690 from
605, excluding settled credit events. Moody's rates the majority
of the reference credits investment grade, with 0.82% rated Caa
(sf) or lower. In addition, the number of reference credits with a
negative outlook has decreased by 7, compared to an decrease of 3
for reference credits with a positive outlook; the number of
reference credits whose ratings are on review for downgrade has
decreased by 2, compared to an increase of 1 on review for
upgrade.

The average gap between MIRs and Moody's senior unsecured is -0.56
notches for over-concentrated sectors and 0.01 notches for non-
over concentrated sectors. Currently, the over-concentrated
sectors are Banking and FIRE comprising 37% of the portfolio.

The CSOs have a remaining life of 3.1 and 1.4 years respectively.

Based on the Trustee's April 2014 report, eight credit events,
equivalent to 8.5% of the portfolio based on the portfolio
notional value at closing. According to the trustee report from
April 2013, the subordination of the rated tranche has been
reduced by 3.8% since issuance. The portfolio has had credit
events on Cemex, S.A.B. de C.V., CIT Group Inc., Federal Home Loan
Mortgage Corporation, Federal National Mortgage Association,
Glitnir banki hf, Landsbanki Islands hf, Lehman Brothers Holdings
Inc. and Washington Mutual, Inc.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings 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, Moody's also
conducted sensitivity analyses. 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.

* Removing the notch-down adjustment on the ratings of all of the
reference entities with a negative outlook or whose ratings are on
review for downgrade generated a result comparable to that of the
base case.


* S&P Lowers Ratings on 19 Classes From 14 U.S. RMBS to 'D(sf)'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered on May 14, 2014, its
ratings on 19 classes from 14 U.S. residential mortgage-backed
securities (RMBS) transactions to 'D (sf)', and placed its ratings
on 33 classes from 23 additional U.S. RMBS transactions on
CreditWatch
with negative implications.

The downgrades reflect S&P's assessment of the interest shortfalls
the affected classes incurred during recent remittance periods and
S&P's belief that it is unlikely the certificateholders will be
reimbursed. S&P rated all of the classes either 'CCC (sf)' or 'CC
(sf)' before it lowered them.

The CreditWatch placements reflect that the trustee reported
potential interest shortfalls for the affected classes in recent
remittance periods, which could negatively affect S&P's ratings on
those classes. After verifying these possible interest shortfalls,
S&P will adjust the ratings as it considers appropriate according
to its criteria.

These transactions are supported by mixed collateral of fixed- and
adjustable-rate mortgage loans. A combination of subordination,
excess spread, and overcollateralization (where applicable)
provide credit enhancement for all of the transactions in this
review.


* S&P Affirms 41 Classes From 10 CPS-Related Transactions
---------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term ratings on
10 classes from three CPS Auto Receivables Trust transactions. "At
the same time, we affirmed our ratings on 41 classes from 10 CPS-
related transactions. All the transactions are secured by subprime
auto loans, primarily involving used automobiles and light-duty
trucks," S&P said.

The rating actions reflect the transactions' collateral
performance to date, S&P's views regarding future collateral
performance, S&P's current economic forecast, the transactions'
structures, and the credit enhancement available.  "In addition,
we incorporated secondary credit factors into our analysis such
as credit stability, payment priorities under certain scenarios,
and sector-and issuer-specific analysis. Considering these
factors, we believe the creditworthiness of the notes remains
consistent with the raised and affirmed ratings," S&P said.

"While collateral performance across the transactions, we reviewed
has been somewhat mixed, the three series we upgraded -- series
2011-C, 2011-D, and 2012-A -- are all performing better than our
initial expectations. In addition, the credit support, as a
percentage of the transaction's amortizing pool balance when
compared to the initial credit support, increased for each
outstanding class of notes. We are raising or affirming the
ratings because we believe the total credit support, as a
percentage of the amortizing pool balance compared with our
revised expected remaining losses, is adequate for the raised and
affirmed ratings, despite our increased loss expectations for
series 2012-B and 2012-C. We have limited our ratings on the
senior classes to 'AA (sf)' to reflect certain limitations that,
when taken as a whole, we believe weigh against assigning a rating
above 'AA (sf)' (see "Presale: CPS Auto Receivables Trust 2014-A,"
published March 5, 2014)," according to S&P.

Table 1
Collateral Performance (%)
As of the April 2014 distribution date

                Pool  Current   60+ day
Series   Mo.  factor      CNL   delinq.
2011-A    36   22.61     7.44      6.47
2011-B    31   34.68     8.65      6.83
2011-C    28   40.63     8.72      6.85
2012-A    25   36.90     6.70      6.47
2012-B    22   53.95     7.74      6.90
2012-C    19   56.41     6.33      7.12
2012-D    16   61.91     4.63      5.93
2013-A    13   74.79     3.26      4.91
2013-B    10   80.16     2.31      4.77
2013-C     7   88.45     1.02      2.92
2013-D     4   94.73     0.21      1.20
Page 5    34   18.58     7.76      6.20

Mo.-Month.
CNL-Cumulative net loss.
Delinq.-Delinquencies.
Page 5-Page Five Funding LLC.

"Collateral performance across the outstanding transactions has
been somewhat mixed. We lowered our lifetime cumulative net loss
expectations for CPS Auto Receivables Trust series 2011-C and
2012-A and Page Five Funding LLC while raising our loss
expectations on series 2011-B, 2012-B, and 2012-C. We maintained
our loss expectations for series 2011-A, 2012-D, 2013-A, 2013-B,
2013-C, and 2013-D as collateral performance continues to trend
in-line with our initial or revised expectations (see table 2),"
S&P said.

Table 2
CNL Expectations (%)
As of the April 2014 distribution month

                Initial         Former         Revised
               lifetime       lifetime        lifetime
Series         CNL exp.       CNL exp.        CNL exp.
2011-A      15.00-17.00      9.10-9.20       9.10-9.20
2011-B      14.25-14.75    10.25-10.75     11.50-12.00
2011-C      13.75-14.50            N/A     12.75-13.25
2012-A      11.75-12.25            N/A      9.75-10.25
2012-B      13.00-13.50            N/A     14.00-14.50
2012-C      12.50-13.00            N/A     13.10-13.60
2012-D      12.50-13.00            N/A     12.50-13.00
2013-A      13.00-13.50            N/A     13.00-13.50
2013-B      13.00-13.50            N/A     13.00-13.50
2013-C      13.25-13.75            N/A     13.25-13.75
2013-D      13.65-14.15            N/A     13.65-14.15
Page 5      14.50-15.50     9.50-10.50       9.40-9.50

CNL exp.-Cumulative net loss expectations.
N/A-Not applicable.
Page 5-Page Five Funding LLC.

Each of the CPS transactions, with the exception of series 2013-C
and 2013-D, has a pro rata principal payment structure. Series
2013-C and 2013-D have sequential principal pay structures. Each
transaction's credit enhancement consists of overcollateralization
(O/C), subordination, a non-amortizing reserve account, and excess
spread. The O/C is structured to build over time to its target (as
a percentage of the current pool balance), and the spread account
is non-amortizing at its initial amount. Once the O/C reaches its
target percentage, credit enhancement grows, along with the spread
account, as a percent of the amortizing pool balance. Since
issuance, the credit enhancement for each transaction has
increased as a percentage of the amortizing pool balance (see
table 3).

"Each transaction also contains non-curable performance-related
triggers, which step up the credit enhancement level if breached.
As of the current distribution date, none of the transactions have
breached a trigger and, considering our revised lifetime
cumulative net loss expectations, we don't expect the transactions
to breach any triggers," said S&P.

Table 3
Hard Credit Support (%)
As of the April 2014 distribution month

                        Total hard       Current total hard
                    credit support           credit support
Series    Class     at issuance(i)        (% of current)(i)
2011-A    A                  23.00                    40.85
2011-A    B                  16.75                    33.85
2011-A    C                  11.50                    30.96
2011-B    A                  20.00                    35.77
2011-B    B                  12.00                    25.77
2011-B    C                   7.00                    16.77
2011-B    D                   3.00                    11.53
2011-C    A                  20.00                    31.92
2011-C    B                  12.00                    21.92
2011-C    C                   7.00                    13.92
2011-C    D                   2.50                     9.85
2012-A    A                  17.00                    31.42
2012-A    B                  11.00                    21.42
2012-A    C                   6.00                    14.42
2012-A    D                   2.00                    10.84
2012-B    A                  16.00                    27.85
2012-B    B                  10.00                    17.85
2012-B    C                   5.00                    10.85
2012-B    D                   1.00                     6.24
2012-C    A                  25.00                    36.77
2012-C    B                  16.00                    27.77
2012-C    C                  10.00                    17.77
2012-C    D                   5.00                    10.77
2012-C    E                   1.00                     6.20
2012-D    A                  24.50                    36.62
2012-D    B                  15.50                    27.62
2012-D    C                   9.50                    17.92
2012-D    D                   4.50                    10.62
2012-D    E                   1.00                     5.83
2013-A    A                  24.25                    36.09
2013-A    B                  15.25                    27.09
2013-A    C                   9.25                    19.06
2013-A    D                   4.25                    12.38
2013-A    E                   1.00                     8.03
2013-B    A                  23.75                    35.50
2013-B    B                  14.75                    26.50
2013-B    C                   8.75                    19.01
2013-B    D                   3.75                    12.77
2013-B    E                   1.00                     9.34
2013-C    A                  26.50                    34.96
2013-C    B                  14.75                    21.68
2013-C    C                   8.75                    14.89
2013-C    D                   3.75                     9.24
2013-C    E                   1.00                     6.13
2013-D    A                  26.50                    33.55
2013-D    B                  14.75                    21.38
2013-D    C                   8.75                    15.16
2013-D    D                   3.75                     9.98
2013-D    E                   1.00                     7.12
Page 5    A                  30.00                    53.49
Page 5B                      20.00                    47.21

(i) Calculated as a percent of the total gross receivable pool
    balance, consisting of a reserve account,
    overcollateralization, and, if applicable, subordination.
    Excess spread is excluded from the hard credit support that
    can also provide additional enhancement.
Page 5-Page Five Funding LLC.

"Our review of these transactions includes cash flow analysis,
which used current and historical performance to estimate future
performance. Our various cash flow scenarios included forward-
looking assumptions on recoveries, timing of losses, and voluntary
absolute prepayment speeds that we believe are appropriate, given
each transaction's current performance. We also conducted
sensitivity analyses to determine the impact on our ratings if
losses were to begin trending higher than our revised base case
loss expectation. The results demonstrated, in our view, that all
of the classes have adequate credit enhancement at their
respective affirmed or revised ratings," said S&P.

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

RATINGS RAISED

CPS Auto Receivables Trust
Series     Class      To         From
2011-B     C          A+ (sf)    A- (sf)
2011-B     D          A (sf)     BBB (sf)
2011-C     A          A+ (sf)    A (sf)
2011-C     B          A (sf)     BBB (sf)
2011-C     C          A- (sf)    BB (sf)
2011-C     D          BBB+ (sf)  B+ (sf)
2012-A     A          AA (sf)    A (sf)
2012-A     B          AA- (sf)   BBB (sf)
2012-A     C          A+ (sf)    BB+ (sf)
2012-A     D          A (sf)     B+ (sf)

RATINGS AFFIRMED

CPS Auto Receivables Trust
Series     Class      Rating
2011-A     A          AA (sf)
2011-A     B          AA- (sf)
2011-A     C          A+ (sf)
2011-B     A          AA (sf)
2011-B     B          AA- (sf)
2012-B     A          A (sf)
2012-B     B          BBB (sf)
2012-B     C          BB (sf)
2012-B     D          B+ (sf)
2012-C     A          AA-(sf)
2012-C     B          A (sf)
2012-C     C          BBB(sf)
2012-C     D          BB(sf)
2012-C     E          B+(sf)
2012-D     A          AA- (sf)
2012-D     B          A (sf)
2012-D     C          BBB+ (sf)
2012-D     D          BB (sf)
2012-D     E          BB- (sf)
2013-A     A          AA- (sf)
2013-A     B          A (sf)
2013-A     C          BBB (sf)
2013-A     D          BB (sf)
2013-A     E          BB- (sf)
2013-B     A          AA-(sf)
2013-B     B          A (sf)
2013-B     C          BBB (sf)
2013-B     D          BB (sf)
2013-B     E          BB- (sf)
2013-C     A          AA- (sf)
2013-C     B          A (sf)
2013-C     C          BBB (sf)
2013-C     D          BB (sf)
2013-C     E          B+ (sf)
2013-D     A          AA- (sf)
2013-D     B          A (sf)
2013-D     C          BBB (sf)
2013-D     D          BBB- (sf)
2013-D     E          BB- (sf)

Page Five Funding LLC
Series     Class      Rating
Page 5     A          AA (sf)
Page 5     B          AA- (sf)


* Fitch Says U.S. CMBS Delinquencies Hold Steady in April
---------------------------------------------------------
The U.S. CMBS delinquency rate held mostly steady in April 2014
following significant declines in the prior two months, according
to the latest index results from Fitch Ratings.

CMBS delinquencies ticked down three basis points (bps) in April
to 5.13% from 5.16% a month earlier.  This marks the smallest drop
in over a year, after declines of 10 bps or more in nine of the
past 12 months.  The CW bulk sale has recently concluded; none of
the servicers currently have assets marketed as part of a bulk
sale.

The largest new delinquency was the $80 million 1111 Marcus Avenue
loan (JPMMC 2006-FL2), secured by a condominium interest in an
office complex in New Hyde Park, NY. Meanwhile, the largest
resolution was the $80.5 million Central Parke Pool (WBCMT 2006-
C25), a real estate owned (REO) asset that was sold for a 61%
loss.

In total, resolutions of $689 million in April outpaced new
additions to the index of $561 million. Current and previous
delinquency rates are as follows:

-- Industrial: 6.67% (from 6.74% in March);
-- Multifamily: 5.97% (from 6.03%);
-- Office: 5.43% (from 5.36%);
-- Hotel: 5.18% (from 5.35%);
-- Retail: 5.11% (from 5.15%).




                             *********

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,
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then-ending.

                           *********

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