TCR_Public/140907.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Sunday, September 7, 2014, Vol. 18, No. 249

                            Headlines

AMERICREDIT AUTOMOBILE 2014-3: S&P Gives BB Rating on Cl. E Notes
ANTHRACITE 2004-HY1: S&P Lowers Rating on 3 Note Classes to 'D'
ANTHRACITE CDO I: S&P Affirms 'CCC+' Rating on Class F Notes
ARBOR REALTY 2006-1: Moody's Hikes Cl. B Notes Rating to 'Ba3'
ARES XXI CLO: Moody's Affirms Ba2 Rating on $15MM Class D Notes

ARROWPOINT CLO 2014-2: S&P Affirms 'BB-' Rating on Class E Notes
ASHFORD CDO II: S&P Raises Rating on Class B-1L Notes to 'BB+'
ATLAS SENIOR: S&P Assigns Prelim. BB- Rating on Class E Notes
ATRIUM V: Moody's Hikes Rating on Class D Notes to 'Ba1'
BBCMS TRUST 2014-BXO: S&P Assigns 'BB-' Rating on Class E Notes

BEAR STEARNS 2004-1: S&P Lowers Rating on 3 Note Classes to 'D'
BEAR STEARNS 2007-BBA8: S&P Raises Rating on Class H Notes to B+
BLADE ENGINE 2006-1: S&P Lowers Rating on Class B Notes to 'BB-'
BLUEMOUNTAIN 2014-3: S&P Assigns Prelim. BB Rating on Cl. D Notes
CAPTEC FRANCHISE 1998-1: Fitch Affirms 'Dsf' Rating on C Notes

CARLYLE GLOBAL 2014-3: Moody's Rates $6.7MM Class E Notes 'B3'
CITIGROUP COMMERCIAL 2012-GC8: Fitch Affirms BB Rating on E Notes
CLOVERIE PLC 43: S&P Raises Rating on Series 43 Notes to 'BB+'
COAST INVESTMENT 2002-1: Moody's Cuts Cl. B Notes Rating to 'Ca'
COMM 2007-FL14: S&P Lowers & Withdraws 'D' Ratings on 2 Notes

CONNECTICUT VALLEY II: Moody's Hikes Rating on 2 Notes to Ba2
CONNECTICUT VALLEY II: S&P Raises Rating on 2 Notes to 'B-'
CPS AUTO 2014-C: S&P Assigns Prelim. B+ Rating on Class E Notes
CSMC TRUST 2014-WIN1: S&P Assigns 'BB+' Rating on Class B-3 Notes
CWCAPITAL COBALT: S&P Lowers Rating on Class A-1 Notes to 'CCC-'

DBALT 2007-RAMP1: Moody's Ups Interest Rate Swap Rating to Ba3
DEL MAR CLO I: Moody's Hikes Rating on Class E Notes to 'Ba1'
DIAMOND LAKE: S&P Affirms 'BB-' Rating on Class B-2L Notes
EATON VANCE VIII: S&P Raises Rating on Cl. D Notes From 'BB+'
FLATIRON CLO 2007-1: Moody's Affirms Ba1 Rating on Class D Notes

FREMF 2013-KF02: Moody's Affirms 'Ba3' Rating on Cl. X Securities
FOUR CORNERS II: Moody's Lowers Rating on Cl. E Notes to 'B1'
GALE FORCE 3: Moody's Affirms 'Ba1' Rating on Class E Notes
GALLATIN CLO III 2007-1: S&P Raises Rating on B-2L Notes to BB+
GANNETT PEAK I: S&P Raises Rating on 2 Notes From 'B+'

GMAC COMMERCIAL 2006-C1: Fitch Cuts Rating on Cl. A-M Certs to BB
GREENBRIAR CLO: Moody's Affirms 'B1' Rating on Class E Notes
GREENWICH CAPITAL 2007-GG9: Fitch Cuts Cl. A-M Certs Rating to BB
GS MORTGAGE 2012-GCJ9: Moody's Affirms B2 Rating on Cl. F Secs.
GSC GROUP VIII: S&P Affirms 'B+' Rating on Class D Notes

HEWETT'S ISLAND VI: S&P Raises Rating on Class E Notes to 'B+'
HEWETT'S ISLAND CLO I-R: S&P Affirms 'B+' Rating on Class E Notes
HIGHBRIDGE LOAN 4-2014: S&P Assigns B Rating on Class E Notes
ICG US CLO 2014-1: S&P Affirms 'B' Rating on Class E Notes
IXION PLC 2007: Moody's Reinstates Rating on $70MM Notes to C

JPMBB COMMERCIAL 2014-C22: Moody's Rates Cl. UHP Certs 'Ba3'
KINGSLAND III: S&P Raises Rating on 2 Note Classes to 'BB+'
LIBERTY CLO: Moody's Affirms 'B2' Rating on $52MM Class C Notes
LIGHTPOINT CLO V: S&P Affirms 'BB-' Rating on Class D Notes
MADISON PARK III: S&P Raises Rating on Class D Notes to 'BB+'

MM COMMUNITY III: Moody's Confirms 'Ba1' Rating on Class B Notes
MOUNTAIN VIEW 2014-1: S&P Assigns Prelim. BB- Rating on E Notes
N-STAR REL IV: Moody's Affirms 'Caa2' Rating on Class E Notes
NEWCASTLE CDO IX: Moody's Hikes Rating on Class K Notes to Caa1
NORTHSTAR MORTGAGE 2012-1: Moody's Affirms B2 Cl. F Certs Rating

OCP CLO 2014-5: S&P Affirms 'BB' Rating on Class D Notes
PUTNAM STRUCTURED 2002-1: S&P Affirms 'BB-' Rating on 9 Notes
RACE POINT VI: S&P Affirms 'BB' Rating on Class E Notes
SARATOGA CLO I: S&P Raises Rating on Class D Notes to BB+
SDART 2014-4: S&P Assigns Prelim. BB+ Rating on Class E Notes

SORIN REAL ESTATE IV: Moody's Hikes Class B Notes Rating to Caa1
SOUND POINT VI: Moody's Assigns B2 Rating on $15.75MM Cl. F Notes
SOUTH COAST V: Moody's Hikes Rating on 2 Note Classes to 'B1'
SPRINGLEAF MORTGAGE 2011-1: S&P Affirms B Rating on Class B-2 Note
STEELE CREEK 2014-1: Moody's Assigns Ba3 Rating on 2 Note Classes

THL CREDIT 2014-2: Moody's Assigns 'B3' Rating on Class F Notes
TRAPEZA CDO XII: Moody's Ups Rating on $49MM Cl. B Notes to Caa2
WASATCH CLO: S&P Raises Rating on Type IV Notes to 'CC'
WELLS FARGO 2011-C5: Fitch Affirms 'Bsf' Rating on Class G Notes
WELLS FARGO 2014-C22: Fitch to Rate Class E Notes 'BBsf'

* Moody's Takes Action on $142MM RMBS Issued 2003-2004
* Moody's Takes Action on $458MM of RMBS Issued 2003-2004
* Moody's Hikes Rating on $65MM of Subprime RMBS Deals
* S&P Lowers Rating on 93 Classes From 68 RMBS Deals to 'D(sf)'
* S&P Lowers 49 Ratings on 3 Classes From 22 Transactions

* S&P Lowers 26 Ratings on 70 Classes From 19 US RMBS Transactions
* S&P Takes Various Rating Actions on 18 U.S. RMBS Transactions
* S&P Puts Ratings on 202 Tranches From 57 CLO Deals on Watch Pos.
* S&P Lowers 15 Ratings From 15 RMBS Transactions


                             *********

AMERICREDIT AUTOMOBILE 2014-3: S&P Gives BB Rating on Cl. E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
AmeriCredit Automobile Receivables Trust 2014-3's $1 billion
automobile receivables-backed notes series 2014-3.

The note issuance is an asset-backed securities transaction backed
by subprime auto loan receivables.

The ratings reflect S&P's view of:

   -- The availability of approximately 41.3%, 35.8%, 28.7%,
      21.8%, and 18.1% credit support for the class A-1, A-2-A, A-
      2-B, and A-3 (collectively, the class A notes), B, C, D, and
      E notes, respectively (based on stressed cash flow
      scenarios, including excess spread), which provide coverage
      of more than 3.50x, 3.00x, 2.55x, 1.75x, and 1.50x S&P's
      10.50%-11.00% expected cumulative net loss range for the
      class A, B, C, D, and E notes, respectively.  These credit
      support levels are commensurate with the assigned 'A-1+
      (sf)' rating for the class A-1 notes and the 'AAA (sf)', 'AA
      (sf)', 'A+ (sf)', 'BBB (sf)', and 'BB (sf)' ratings on the
      class A, B, C, D, and E notes, respectively.

   -- S&P's expectation that under a moderate, or 'BBB', stress
      scenario, its ratings on the notes would not decline by more
      than one rating category from its ratings (all else being
      equal) over a 12-month period.  S&P's ratings stability
      criteria describe the outer bound of credit deterioration
      within one year as one rating category in the case of 'AAA'
      and 'AA' rated securities and two rating categories in the
      case of 'A', 'BBB', and 'BB' rated securities.

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

   -- The timely interest and ultimate principal payments made
      under the stressed cash flow modeling scenarios, which are
      consistent with the assigned ratings.

   -- The collateral characteristics of the securitized pool of
      subprime auto loans.

   -- General Motors Financial Co. Inc.'s (GM Financial, formerly
      known as AmeriCredit Corp.; BB/Positive/--) extensive
      securitization performance history since 1994.  On Sept. 6,
      2013, Standard & Poor's affirmed its long-term counterparty
      credit rating on GM Financial at 'BB' and revised the
      outlook to positive from stable.

   -- The transaction's payment and legal structures.

RATINGS ASSIGNED

AmeriCredit Automobile Receivables Trust 2014-3

Class   Rating     Type          Interest               Amount
                                 rate(%)              (mil. $)
A-1     A-1+ (sf)  Senior        0.23                  141.00
A-2-A   AAA (sf)   Senior        0.64                  120.00
A-2-B   AAA (sf)   Senior        1-month LIBOR + 0.32  250.87
A-3     AAA (sf)   Senior        1.15                  198.42
B       AA (sf)    Subordinate   1.92                   76.51
C       A+ (sf)    Subordinate   2.58                   94.99
D       BBB (sf)   Subordinate   3.13                   93.40
E(i)    BB (sf)    Subordinate   3.72                   24.81

(i) Class E will be retained and is not included in the public
    offering amount.


ANTHRACITE 2004-HY1: S&P Lowers Rating on 3 Note Classes to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A, B, and C notes from Anthracite 2004-HY1 Ltd., a U.S.
commercial real estate collateralized debt obligation (CRE CDO)
transaction.  S&P also lowered its ratings on the class D, E, and
F notes to 'D (sf)' from 'CCC- (sf)' and removed them from
CreditWatch, where S&P had placed them with negative implications
on July 2, 2014.

The affirmations reflect the sufficient credit support available
at the current rating level.  Since S&P's last rating actions, the
class A notes have paid down by $13.69 million, to 58.49% of their
original balance.  But during the August 2014 payment period,
inadequate interest proceeds prevented payments to the class E and
F noteholders.  The class D notes received a partial interest
payment.

S&P lowered its ratings on the class D, E, and F notes because it
do not expect their deferred interest and principal to be paid
back in full given the low ratings on the portfolio and the low
coverage levels.  All of these tranches have an outstanding
deferred interest amount.

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 LOWERED AND REMOVED FROM CREDITWATCH

Anthracite 2004-HY1 Ltd.

              Rating
Class     To           From
D         D (sf)       CCC- (sf)/Watch Neg
E         D (sf)       CCC- (sf)/Watch Neg
F         D (sf)       CCC- (sf)/Watch Neg

RATINGS AFFIRMED

Anthracite 2004-HY1 Ltd.

Class     Rating
A         CCC+ (sf)
B         CCC- (sf)
C         CCC- (sf)


ANTHRACITE CDO I: S&P Affirms 'CCC+' Rating on Class F Notes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+(sf)' rating
on the class F notes from Anthracite CDO I Ltd., a U.S.
collateralized debt obligation of commercial mortgage-backed
securities transactions managed by Blackrock Financial Management
Inc.

The affirmation reflects the sufficient credit support available
at the current rating level.  Since S&P's last rating actions in
Dec. 2013, the class D, D-FL, E, and E-FL notes were all paid in
full.  Class F is now the only rated tranche in the deal and has
an outstanding balance of $43.85 million.  According to the July
2014 trustee report, the deal currently is exposed to
concentration risk, as it has only 12 assets in the underlying
asset pool.  Also, 21.52% of the deal's securities are considered
defaulted and 12.71% are in the 'CCC' rating range.

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


ARBOR REALTY 2006-1: Moody's Hikes Cl. B Notes Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Arbor Realty Mortgage Securities Series
2006-1 ("Arbor Realty 2006-1"):

  Cl. A-1A, Upgraded to Aaa (sf); previously on Oct 9, 2013
  Affirmed Aa3 (sf)

  Cl. A-1AR, Upgraded to Aaa (sf); previously on Oct 9, 2013
  Affirmed Aa3 (sf)

  Cl. A-2, Upgraded to A2 (sf); previously on Oct 9, 2013
  Affirmed Ba2 (sf)

  Cl. B, Upgraded to Ba3 (sf); previously on Oct 9, 2013 Affirmed
  B2 (sf)

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

  Cl. C, Affirmed Caa2 (sf); previously on Oct 9, 2013 Affirmed
  Caa2 (sf)

  Cl. D, Affirmed Caa3 (sf); previously on Oct 9, 2013 Affirmed
  Caa3 (sf)

  Cl. E, Affirmed Caa3 (sf); previously on Oct 9, 2013 Affirmed
  Caa3 (sf)

  Cl. F, Affirmed Caa3 (sf); previously on Oct 9, 2013 Affirmed
  Caa3 (sf)

  Cl. G, Affirmed Caa3 (sf); previously on Oct 9, 2013 Affirmed
  Caa3 (sf)

  Cl. H, Affirmed Caa3 (sf); previously on Oct 9, 2013 Affirmed
  Caa3 (sf)

Ratings Rationale

Moody's has upgraded the ratings on four classes of notes due to
material unexpected pre-payments since last review while credit
metrics remain stable. Moody's has affirmed the ratings on six
classes of notes because the key transaction metrics are
commensurate with existing ratings. The action is the result of
Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CLO) transactions.

Arbor Realty 2006-1 is a cash transaction whose reinvestment
period ended in January 2012. The transaction is backed by a
portfolio of i) whole loans/a-notes (80.3% of the current pool
balance), ii) mezzanine interests (10.7%) and iii) b-notes (9.0%).
As of the July 28, 2014 note valuation report, the aggregate note
balance of the transaction, including preferred shares, has
decreased to $290.3 million, from $600.0 million at issuance with
the pay-down currently directed to the senior most outstanding
class of notes.

The pool contains two assets totaling $40.0 million (13.5% of the
collateral pool balance) that are listed as defaulted securities
as of the July 31, 2014 trustee report. While there have been
limited realized losses on the underlying collateral to date,
Moody's does expect low/moderate losses to occur on the defaulted
securities.

Moody's has identified the following as key indicators of the
expected loss in CRE CLO 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 CLO pool.
Moody's has updated its assessments for the collateral it does not
rate. The rating agency modeled a bottom-dollar WARF of 7,450
compared to 7,590 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 (1.0% compared to 2.5% at last
review), A1-A3 (0.0% compared to 2.1% at last review), Baa1-Baa3
(1.7% compared to 1.1% at last review), Ba1-Ba3 (0.3% compared to
0.2% at last review), B1-B3 (22.1% compared to 15.1% at last
review), and Caa1-C (74.9% compared to 79.0% at last review).

Moody's modeled a WAL of 5.5 years, the same as that at last
review. The WAL is based on assumptions about extensions on the
underlying loan collateral.

Moody's modeled a fixed WARR of 40.8%, compared to 44.5% at last
review.

Moody's modeled a MAC of 100.0%, the same as that 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. Holding all other parameters constant,
reducing the recovery rates of 100% of the collateral pool by 10%
would result in an average modeled rating movement on the rated
notes of 0 to 6 notches downward (e.g., one notch down implies a
ratings movement of Baa3 to Ba1). Increasing the recovery rate of
100% of the collateral pool by 10% would result in an average
modeled rating movement on the rated notes of 0 to 6 notches
upward (e.g., one notch upward implies a ratings movement of Baa3
to Baa2).

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.


ARES XXI CLO: Moody's Affirms Ba2 Rating on $15MM Class D Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Ares XXI CLO Ltd.:

$25,000,000 Class A-2 Floating Rate Notes Due 2018, Upgraded to
Aaa (sf); previously on January 7, 2014 Upgraded to Aa1 (sf)

$25,000,000 Class B Deferrable Floating Rate Notes Due 2018,
Upgraded to Aa3 (sf); previously on January 7, 2014 Affirmed A3
(sf)

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

$333,000,000 Class A-1 Floating Rate Notes Due 2018 (current
outstanding balance of $210,253,500), Affirmed Aaa (sf);
previously on January 7, 2014 Affirmed Aaa (sf)

$18,000,000 Class C Floating Rate Notes Due 2018, Affirmed Baa3
(sf); previously on January 7, 2014 Affirmed Baa3 (sf)

$15,000,000 Class D Floating Rate Notes Due 2018, Affirmed Ba2
(sf); previously on January 7, 2014 Affirmed Ba2 (sf)

Ares XXI CLO Ltd., issued in December 2006, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans. The transaction's reinvestment period ended in
February 2014.

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization (OC) ratios since February 2014. The Class A-1
notes have been paid down by approximately 19.7% or $51.6 million
since February 2014. Based on the trustee's August 2014 report,
the OC ratios for the Class A, Class B, Class C and Class D notes
are reported at 124.5%, 114.5%, 108.3% and 103.6%, respectively,
versus December 2013 levels of 119.5%, 111.7%, 106.7% and 102.8%,
respectively. Additionally, Moody's notes that the trustee
reported OC ratios do not reflect the August 15, 2014 payment
distribution when $51.6 million of principal proceeds were used to
pay down the Class A-1 Notes.

The deal has also benefited from an improvement in the credit
quality of the portfolio since February 2014. Based on Moody's
calculation, the weighted average rating factor (WARF) is
currently 2376 compared to 2474 in January 2014.

The portfolio includes a number of investments in securities that
mature after the notes do. Based on the trustee's August 2014
report, securities that mature after the notes do currently make
up approximately 5.4% of the portfolio. These investments could
expose the notes to market risk in the event of liquidation when
the notes mature. Despite the increase in the OC ratios of the
Class C and D notes, Moody's affirmed the ratings on the Class C
and D notes owing to market risk stemming from the exposure to
these long-dated assets.

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) 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 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% (1901)

Class A-1: 0

Class A-2: 0

Class B: +2

Class C: +2

Class D: +3

Moody's Adjusted WARF + 20% (2851)

Class A-1: 0

Class A-2: -1

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 $305.6 million, defaulted
par of $0.75 million, a weighted average default probability of
13.30% (implying a WARF of 2376), a weighted average recovery rate
upon default of 50.1%, a diversity score of 46 and a weighted
average spread of 3.0%.

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.


ARROWPOINT CLO 2014-2: S&P Affirms 'BB-' Rating on Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Arrowpoint CLO 2014-2 Ltd./Arrowpoint CLO 2014-2 Corp.'s $414.50
million fixed- and floating-rate notes following the transaction's
effective date as of July 29, 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 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 we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P said.

"In 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

Arrowpoint CLO 2014-2 Ltd.
                     Rating
Class   Identifier   To         From
A-1L    04280PAA5    AAA (sf)   AAA (sf)
A-1F    04280PAC1    AAA (sf)   AAA (sf)
B       04280PAE7    AA (sf)    AA (sf)
C       04280PAG2    A (sf)     A (sf)
D       04280PAJ6    BBB (sf)   BBB (sf)
E       04280QAA3    BB- (sf)   BB- (sf)
F       04280QAC9    B (sf)     B (sf)


ASHFORD CDO II: S&P Raises Rating on Class B-1L Notes to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1LA, A-1LB, A-2L, A-3L, and B-1L notes from Ashford CDO II Ltd.,
a U.S. collateralized debt obligation (CDO) transaction
predominantly backed by tranches from other CDOs of corporate
securities.  The transaction is managed by Babson Capital
Management LLC.  S&P removed its ratings on the class A-1LA, A-
1LB, and A-2L notes from CreditWatch, where it placed them with
positive implications on July 2, 2014.  At the same time, S&P
affirmed its 'CC (sf)' rating on the class B-2L notes from the
same transaction.

Ashford CDO II Ltd. ended its reinvestment period in August 2009.
Since the November 2013 rating actions, the class A-1LA notes have
been paid down by $66.15 million, bringing them to about 13.99% of
their original notional balance and increasing the
overcollateralization (O/C) ratios available to support all the
rated notes.  The trustee reported the following O/C ratios in
the July 25, 2014, monthly report:

   -- The A-3L O/C ratio was 123.95%, up from the 115.08% reported
      in Oct. 2013;

   -- The B-1L O/C ratio was 107.21%, up from the 98.79% reported
      in Oct. 2013; and

   -- The B-2L O/C ratio was 96.03%, up from the 90.59% reported
      in Oct. 2013.

The transaction has had no additional defaults since S&P's Nov.
2013 rating actions.  The total defaulted amount was $17.99
million in both the July 25, 2014, trustee report and the Oct. 25,
2013, trustee report, which S&P referenced for its Nov. 2013
rating actions.

The affirmation reflects that the credit support available to the
class B-2L notes is sufficient for the current rating level.

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

RATINGS LIST

Ashford CDO II Ltd.
                     Rating     Rating
Class   Identifier   To         From
A-1LA   89609AAA3    AA (sf)    A- (sf)/Watch Pos
A-1LB   89609AAC9    A+ (sf)    BBB+ (sf)/Watch Pos
A-2L    89609AAD7    A- (sf)    BBB- (sf)/Watch Pos
A-3L    89609AAE5    BBB (sf)   BB+ (sf)
B-1L    89609AAF2    BB+ (sf)   B+ (sf)
B-2L    89608YAA2    CC (sf)    CC (sf)


ATLAS SENIOR: S&P Assigns Prelim. BB- Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Atlas
Senior Loan Fund VI Ltd./Atlas Senior Loan Fund VI LLC's $460.00
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 preliminary ratings are based on information as of Aug. 26,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

   -- The credit enhancement provided to the preliminary 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 including excess spread) and the 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 make timely interest and
      ultimate principal payments on the preliminary rated notes,
      which S&P assessed using its cash flow analysis and
      assumptions commensurate with the assigned preliminary
      ratings under various interest-rate scenarios, including
      LIBOR ranging from 0.2381%-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 interest diversion test, a failure of
      which during the reinvestment period will lead to the
      reclassification of up to 50% of excess interest proceeds
      that are available before curing an effective date rating
      agency confirmation failure or paying subordinated,
      deferred, and incentive management fees; uncapped
      administrative expenses; hedge payments; and subordinated
      note payments as principal proceeds to purchase additional
      collateral assets or to pay down the notes according to the
      note payment sequence, at the collateral manager's option.

PRELIMINARY RATINGS ASSIGNED

Atlas Senior Loan Fund VI Ltd./Atlas Senior Loan Fund VI LLC
Class                    Rating         Amount (mil. $)
A                        AAA (sf)                309.50
B                        AA (sf)                  56.00
C                        A (sf)                   43.50
D                        BBB (sf)                 26.00
E                        BB- (sf)                 25.00
Subordinated notes       NR                       52.96

NR--Not rated.


ATRIUM V: Moody's Hikes Rating on Class D Notes to 'Ba1'
--------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Atrium V:

  $41,000,000 Class A-4 Notes, Upgraded to Aaa (sf); previously
  on June 27, 2013 Upgraded to Aa1 (sf)

  $51,500,000 Class B Notes, Upgraded to A1 (sf); previously on
  June 27, 2013 Upgraded to A3 (sf)

  $32,500,000 Class C Notes, Upgraded to Baa1 (sf); previously on
  June 27, 2013 Upgraded to Baa3 (sf)

  $19,330,000 Class D Notes, Upgraded to Ba1 (sf); previously on
  June 27, 2013 Upgraded to Ba2 (sf)

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

  $110,000,000 Class A-1 Notes (current outstanding balance
  $69,830,965), Affirmed Aaa (sf); previously on June 27, 2013
  Upgraded to Aaa (sf)

  $333,000,000 Class A-2a Notes (current outstanding balance
  $181,088,014), Affirmed Aaa (sf); previously on June 27, 2013
  Affirmed Aaa (sf)

  $83,000,000 Class A-2b Notes, Affirmed Aaa (sf); previously on
  June 27, 2013 Upgraded to Aaa (sf)

  $142,000,000 Class A-3a Notes (current outstanding balance
  $84,302,659), Affirmed Aaa (sf); previously on June 27, 2013
  Affirmed Aaa (sf)

  $16,000,000 Class A-3b Notes, Affirmed Aaa (sf); previously on
  June 27, 2013 Upgraded to Aaa (sf)

Atrium V, issued in July 2006, is a collateralized loan obligation
(CLO) backed primarily by a portfolio of senior secured loans. The
transaction's reinvestment period 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 October 2013. The Class A notes
have been paid down by approximately 34.3% or 247.7 million since
then. Based on the trustee's July 2014 report, the over-
collateralization (OC) ratios for the Class A, Class B, Class C,
and Class D notes are reported at 134.7%, 123.3%, 117.0% and
113.5%, respectively, versus October 2013 levels of 126.5%,
118.2%, 113.4% and 110.8%, 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) 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. The deal's
increased exposure owing to amendments to loan agreements
extending maturities continues. In light of the deal's sizable
exposure to long-dated assets, which increases its sensitivity to
the liquidation assumptions in the rating analysis, Moody's ran
scenarios using a range of liquidation value assumptions. However,
actual long-dated asset exposures and prevailing market prices and
conditions at the CLO's maturity will drive the deal's actual
losses, if any, from long-dated assets.

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% (2193)

Class A-1: 0

Class A-2a: 0

Class A-2b: 0

Class A-3a: 0

Class A-3b: 0

Class A-4: 0

Class B: +2

Class C: +3

Class D: +2

Moody's Adjusted WARF + 20% (3290)

Class A-1: 0

Class A-2a: 0

Class A-2b: 0

Class A-3a: 0

Class A-3b: 0

Class A-4: -1

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 $665.3 million (reflecting
principal payments of $77.97 million to the Class A notes on
8/20/2014) , defaulted par of $14.4 million, a weighted average
default probability of 19.2% (implying a WARF of 2742), a weighted
average recovery rate upon default of 49.7%, a diversity score of
66 and a weighted average spread of 3.42%.

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. Moody's generally applies
recovery rates for CLO securities as published in "Moody's
Approach to Rating SF CDOs". In some cases, alternative recovery
assumptions may be considered based on the specifics of the
analysis of the CLO transaction. In each case, historical and
market performance and the collateral manager's latitude for
trading the collateral are also factors.


BBCMS TRUST 2014-BXO: S&P Assigns 'BB-' Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to BBCMS
Trust 2014-BXO's $355 million commercial mortgage pass-through
certificates.

The certificate issuance is a commercial mortgage-backed
securities transaction backed by one two-year, floating-rate
commercial mortgage loan totaling $355 million, with three one-
year extension options, secured by a cross-collateralized and
cross-defaulted first-priority lien mortgage on the borrowers' fee
simple interests in nine office properties.

Since S&P assigned its preliminary ratings to classes A through F
on Aug. 12, 2014, the issuer confirmed the class X certificates'
notional amount.  The ratings reflect S&P's view of the
collateral's historical and projected performance, the sponsors'
and managers' experience, the trustee-provided liquidity, the
loan's terms, and the transaction's structure.

RATINGS ASSIGNED

BBCMS Trust 2014-BXO

Class        Rating(i)              Amount ($)
A            AAA (sf)              146,400,000
X            AAA (sf)           83,084,519(ii)
B            AA- (sf)               55,700,000
C            A- (sf)                28,870,000
D            BBB- (sf)              35,420,000
E            BB- (sf)               48,120,000
F            B- (sf)                40,490,000

  (i) The certificates will be issued to qualified institutional
      buyers according to Rule 144A of the Securities Act of 1933.
(ii) Notional balance.


BEAR STEARNS 2004-1: S&P Lowers Rating on 3 Note Classes to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-2, and A-7 pass-through certificates from Bear
Stearns Structured Products Inc.'s series prime R1 2004-1 to 'D
(sf)' from 'AA+ (sf)', and removed them from CreditWatch where
they were placed with negative implications on May 22, 2014.

The transaction in this review is a U.S. residential mortgage-
backed securities (RMBS) resecuritized real estate mortgage
investment conduit (re-REMIC) transaction issued in 2004.  The re-
REMIC certificates represent an interest in a trust fund
consisting primarily of a 100% interest in both Credit Suisse
First Boston Mortgage Securities Corp.'s class I-A-28 certificates
series 2003-17; and Credit Suisse First Boston Mortgage Securities
Corp.'s class I-A-1 certificates series 2003-19.  The underlying
certificates are backed by prime jumbo residential mortgage loans
issued in 2003.  The re-REMIC transaction's underlying securities
receive credit support from subordination.  Bear Stearns
Structured Products Inc.'s series prime R1 2004-1 does not benefit
from subordination within its own structure.

The downgrades reflect S&P's view of the principal write-downs
allocated to the classes during the May 2014 remittance period due
to trustee expenses.  The rating actions do not reflect the
underlying deals' performance.

On May 22, 2014, S&P placed the three ratings on CreditWatch with
negative implications due to $13,220 in interest shortfalls and
$97,808 in principal write-downs allocated to these classes during
the April 2014 distribution period.  According to the trustee,
these write-downs and shortfalls were caused by funds that were
incorrectly overpaid to certificate holders of one or more
underlying classes and that had not yet been paid back.  The
trustee anticipated that the overpaid certificate holders would
reimburse the principal and missed interest to these classes.

The April 2014 remittance report was subsequently updated, and the
previously allocated principal write-downs and interest shortfalls
mentioned above were removed.  However, the May 2014 remittance
reports reported principal write-down amounts of $162, $175, and
$946 to the A-1, A-2, and A-7 classes, respectively.  The trustee
attributed these losses to trustee expenses to cover legal fees
allowed under the pooling agreement; the trustee does not expect
these losses to be paid back.  Because S&P's ratings on the re-
REMIC classes consider timely interest and ultimate principal
payments, S&P lowered these ratings to 'D (sf)'.

ECONOMIC OUTLOOK

When determining a U.S. RMBS collateral pool's relative credit
quality, S&P's loss expectations stem, to a certain extent, from
its view of how the loans will behave under various economic
conditions.  Standard & Poor's baseline macroeconomic outlook
assumptions for variables that we believe could affect residential
mortgage performance are as follows:

   -- A 6.3% unemployment rate for 2014, decreasing to 5.8% for
      2015;

   -- Home prices will increase 6% in 2014, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index;

   -- Real GDP growth will be 2.1% in 2014 and 3.0% in 2015;

   -- The 30-year mortgage rate will average 4.3% for 2014 and
      increase to 5.0% in 2015; and

   -- The inflation rate will be 1.9% in both 2014 and 2015.

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

Under S&P's baseline economic assumptions, it expects RMBS
collateral quality to improve.  However, if the U.S. economy were
to become stressed in line with Standard & Poor's downside
forecast, it believes that U.S. RMBS credit quality would weaken.
S&P's downside scenario reflects these key assumptions:

   -- Total unemployment rises to 7.0% in 2014 and then 7.2% in
      2015;

   -- Downward pressure causes a 1.1% GDP growth in 2014, rising
      slightly to 1.2% in 2015;

   -- Home price momentum slows as potential buyers are not able
      to purchase property; and

   -- The 30-year fixed mortgage rate falls slightly to 4.3% in
      2014, but limited access to credit and pressure on home
      prices largely prevents consumers from capitalizing on such
      lower rates.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

Bear Stearns Structured Products Inc.
Series prime R1 2004-1

                        Rating        Rating
Class      CUSIP        To            From

A-1        07383UHH1    D (sf)        AA+ (sf)/Watch Neg
A-2        07383UHJ7    D (sf)        AA+ (sf)/Watch Neg
A-7        07383UHP3    D (sf)        AA+ (sf)/Watch Neg


BEAR STEARNS 2007-BBA8: S&P Raises Rating on Class H Notes to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
H and J commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2007-BBA8, a U.S.
commercial mortgage-backed securities (CMBS) transaction.  In
addition, S&P affirmed its 'CCC- (sf)' rating on class K from the
same transaction.

The rating actions follow S&P's analysis of the transaction
primarily using its criteria for rating U.S. and Canadian CMBS
transactions and its review of the collateral securing the
transaction, the deal structure, and liquidity available to the
trust.

The raised ratings on classes H and J reflect the significantly
reduced pool trust balance, S&P's expectation for the credit
enhancement available to these classes, which it believes is
greater than its current necessary credit enhancement estimate for
the most recent rating levels, and its view of the current and
future performance of the transaction's remaining collateral.

The affirmed rating on class K reflects subordination and
liquidity that are consistent with the outstanding rating.

While available credit enhancement levels could suggest further
positive movements on classes H and J and an upgrade on class K,
S&P's analysis also considered the transaction's susceptibility to
reduced liquidity support if the borrower is not able to pay off
the loan by the March 2015 maturity date.

S&P's property-level analysis included reevaluating the
office/industrial properties that secure the remaining loan in the
trust.  S&P considered the servicer-reported net operating income
(NOI) and occupancy for the past four years, as well as third-
party market data.  S&P then derived our sustainable in-place net
cash flow, which it divided by a 7.92% weighted average
capitalization rate to determine our expected-case value, yielding
an in-trust 87.9% loan-to-value ratio.

As of the Aug. 15, 2014, trustee remittance report, the trust
comprised one floating-rate loan indexed to one-month LIBOR
(0.152%) totaling $72.3 million, down from $1.5 billion at
issuance.

The Westcore Colorado Portfolio loan, with a $72.3 million trust
balance and a $137.9 million whole loan balance, is currently
secured by 12 office properties and one industrial property
totaling 1.12 million sq. ft. in the Denver metropolitan
statistical area.  The loan was transferred to the special
servicer for imminent monetary default on July 15, 2011, modified
on Nov. 9, 2011, and returned to the master servicer on May 2,
2012.  The modification terms extended the loan maturity date to
March 10, 2015, from Nov. 11, 2011, and required the borrower to
pay all associated costs (including the 0.25% special servicing
fee) and list one of the properties for sale, among other items.

"We based our analysis partly on a review of the property's
historical NOI for the years ended Dec. 31, 2013, 2012, 2011, and
2010, and the June 30, 2014, rent rolls the master servicer
provided to determine our opinion of a sustainable cash flow for
the combined properties.  The master servicer, KeyBank Real Estate
Capital, reported a debt service coverage of 9.09x on the trust
balance for the six months ended June 30, 2014.  According to the
June 30, 2014, rent rolls, occupancy on the portfolio was 84.6%,
the five largest tenants make up 28.4% of the collateral net
rentable area (NRA), and 12.6% of the NRA have leases expiring in
2014 and 30.1% expire in 2015," S&P said.

RATINGS LIST

Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8
Commercial mortgage pass-through certificates series 2007-BBA8
                               Rating
Class        Identifier        To               From
H            07388TAQ6         B+ (sf)          B- (sf)
J            07388TAR4         B- (sf)          CCC (sf)
K            07388TAS2         CCC- (sf)        CCC- (sf)


BLADE ENGINE 2006-1: S&P Lowers Rating on Class B Notes to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes from Blade Engine Securitization Ltd.'s
series 2006-1 to 'BBB- (sf)' from 'A- (sf)', and its rating on the
class B notes from the same series to 'BB- (sf)' from 'BB+ (sf)'.
At the same time, S&P removed these ratings from CreditWatch,
where they were placed with negative implications on June 13,
2014.  Blade Engine Securitization Ltd.'s series 2006-1 is an
asset-backed securities transaction backed by the lease revenue
and sales proceeds from a commercial aircraft engine portfolio.

The downgrades reflect the engine portfolio's deteriorating
quality and unfavorable rent and residual cash flow generating
capability, a significant number of engines off-lease for more
than six months, class E certificate minimum distributions paid
prior to the rated notes' scheduled principal payment (though
after the rated notes' minimum principal payment), hedge payments,
and future interest rate risk.

The aircraft engine portfolio consisted of 46 engines as of
June 15, 2014.  The majority of the engines are powered on end-of-
production aircraft, which leads to the engines' diminishing re-
leasing and sale prospects.  There are 10 engines off-lease for
more than six months, and three of the 10 engines are not in
serviceable condition.  There are also many leases that mature in
the remainder of 2014 and in 2015, which adds uncertainty
regarding rent cash flow stability.  S&P is aware that Blade has
instructed GE Capital Aviation Services (the servicer) to actively
remarket, sell, or seek lease extensions on the engines.

Blade's priority of payments allows for the class E certificate
minimum distributions to be paid prior to the rated notes'
scheduled principal payment (though after the rated notes' minimum
principal payment).  In situations such as when there is a large
end-of-lease maintenance adjustment amount paid into the
transaction, this lump-sum amount is allocated according to the
regular priority of payments; therefore, a significant amount can
be paid toward the class E certificate minimum distributions.

The class A-1 and B notes are floating rate.  The transaction
currently has an interest rate hedge, which causes a cash flow
drag to the deal ($623,541 on the July 15, 2014 payment date).  In
S&P's analysis, it considered both rising and falling interest
rate scenarios.

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

RATINGS LOWERED

Blade Engine Securitization Ltd.
Series 2006-1

              Rating       Rating
Class         To           From

A-1           BBB- (sf)    A- (sf)/Watch Neg
A-2           BBB- (sf)    A- (sf)/Watch Neg
B             BB- (sf)     BB+ (sf)/Watch Neg


BLUEMOUNTAIN 2014-3: S&P Assigns Prelim. BB Rating on Cl. D Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to BlueMountain CLO 2014-3 Ltd./ BlueMountain CLO 2014-3
LLC's $560.85 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 preliminary ratings are based on information as of Aug. 27,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

   -- The credit enhancement provided to the preliminary 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 to the supplemental tests
      (not counting 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 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 make timely interest and
      ultimate principal payments on the preliminary rated notes,
      which S&P assessed using its cash flow analysis and
      assumptions commensurate with the assigned preliminary
      ratings under various interest-rate scenarios, including
      LIBOR ranging from 0.2381%-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 during the reinvestment period will lead to
      the reclassification of up to 50% of the excess interest
      proceeds that are available (before paying uncapped
      administrative expenses and fees, hedge payments, incentive
      management fees, and subordinate note payments) as principal
      proceeds.

PRELIMINARY RATINGS ASSIGNED

BlueMountain CLO 2014-3 Ltd./BlueMountain CLO 2014-3 LLC

Class                  Rating           Amount
                                      (mil. $)
A-1                    AAA (sf)         372.00
A-2                    AA (sf)           76.00
B (deferrable)         A (sf)            41.75
C (deferrable)         BBB (sf)          31.70
D (deferrable)         BB (sf)           25.70
E (deferrable)         B (sf)            13.70
Subordinated notes     NR                51.65

NR--Not rated.


CAPTEC FRANCHISE 1998-1: Fitch Affirms 'Dsf' Rating on C Notes
--------------------------------------------------------------
Fitch Ratings has taken the following rating actions on the
outstanding Captec Franchise Receivables Trusts as detailed below:
Series 1998-1

   -- Class B affirmed at 'CCCsf'/RE 100%;
   -- Class C affirmed at 'Dsf'/RE 0%.

Series 2000-1

   -- Class C withdrawn;
   -- Class D withdrawn;
   -- Class E withdrawn;
   -- Class F withdrawn.

KEY RATING DRIVERS

The affirmation of the class B notes in 1998-1 reflects the
likelihood of the notes paying in full and also the reliance on
the four remaining obligors.  The large interest shortfall to the
class C notes eliminates the possibility of the notes ever
receiving principal.

Fitch will continue to monitor this transaction and may take
additional rating action in the event of changes in performance
and credit enhancement measures.

The remaining notes in 2000-1 have been withdrawn as the notes
have all defaulted.

RATING SENSITIVITIES

Unanticipated increases in the frequency of defaults could produce
loss levels higher than the current expectations and impact
available loss coverage.  Lower loss coverage could impact ratings
and Rating Outlooks, depending on the extent of the decline in
coverage.

The performance of the transactions will be affected by the
performance of the largest obligors.  Any prepayments will have a
positive impact on the performance and future net loss coverage.
Conversely, delinquencies and defaults from the loans to the
largest obligor will have a negative impact on the remaining life
of the transaction.


CARLYLE GLOBAL 2014-3: Moody's Rates $6.7MM Class E Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service has assigned ratings to nine classes of
notes issued by Carlyle Global Market Strategies CLO 2014-3, Ltd.

Moody's rating action is as follows:

$359,400,000 Class A-1A Senior Secured Floating Rate Notes due
2026 (the "Class A-1A Notes"), Definitive Rating Assigned Aaa (sf)

$155,000,000 Class A-1B Senior Secured Floating Rate Notes due
2026 (the "Class A-1B Notes"), Definitive Rating Assigned Aaa (sf)

$90,000,000 Class A-2 Senior Secured Floating Rate Notes due 2026
(the "Class A-2 Notes"), Definitive Rating Assigned Aa2 (sf)

$38,000,000 Class B Senior Secured Deferrable Floating Rate Notes
due 2026 (the "Class B Notes"), Definitive Rating Assigned A2 (sf)

$34,000,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class C-1 Notes"), Definitive Rating Assigned
Baa3 (sf)

$10,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class C-2 Notes"), Definitive Rating Assigned
Baa3 (sf)

$42,300,000 Class D-1 Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class D-1 Notes"), Definitive Rating Assigned
Ba3 (sf)

$6,000,000 Class D-2 Senior Secured Deferrable Floating Rate
Notes due 2026 (the "Class D-2 Notes"), Definitive Rating Assigned
Ba3 (sf)

$6,700,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2026 (the "Class E Notes"), Definitive Rating Assigned B3 (sf)

The Class A-1A Notes, Class A-1B Notes, Class A-2 Notes, Class B
Notes, Class C-1 Notes, Class C-2 Notes, Class D-1 Notes, Class D-
2 Notes and Class E 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.

Carlyle 2014-3 is a managed cash flow CLO. The issued notes are
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 second lien loans
and unsecured loans. The is approximately 90% ramped as of the
closing date.

Carlyle Investment Management L.L.C. (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: $800,000,000

Diversity Score: 65

Weighted Average Rating Factor (WARF): 2825

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 46.5%

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 2825 to 3249)

Rating Impact in Rating Notches

Class A-1A Notes: -1

Class A-1B Notes: -1

Class A-2 Notes: -2

Class B Notes: -2

Class C-1 Notes: -1

Class C-2 Notes: -1

Class D-1 Notes: -1

Class D-2 Notes: -1

Class E Notes: -1

Percentage Change in WARF -- increase of 30% (from 2825 to 3373)

Rating Impact in Rating Notches

Class A-1A Notes: -1

Class A-1B Notes: -1

Class A-2 Notes: -4

Class B Notes: -4

Class C-1 Notes: -2

Class C-2 Notes: -2

Class D-1 Notes: -1

Class D-2 Notes: -1

Class E 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 Score provides 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.


CITIGROUP COMMERCIAL 2012-GC8: Fitch Affirms BB Rating on E Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed 12 classes of Citigroup Commercial
Mortgage Trust 2012 - GC8 commercial mortgage pass-through
certificates.

KEY RATING DRIVERS

The affirmations are based on the stable performance of the
underlying collateral pool.  As of the August 2014 distribution
date, the pool's aggregate principal balance has been reduced by
2% to $1.02 billion from $1.04 billion at issuance.  The pool has
experienced no realized losses to date.  Fitch has not designated
any loans as Fitch Loan of Concern; no loans are delinquent or in
special servicing.  There is $10,580 of interest shortfalls
currently affecting class G.

The largest loan of the pool (11%) is the Miami Center, which is
secured by a 786,836 square foot (sf), class A office tower
located on Biscayne Bay in downtown Miami.  The property, which is
35-stories and includes an attached nine-story parking garage with
918 spaces, is the second largest office building in the state of
Florida.  Approximately 45% of the property's net rentable area
(NRA) is leased to investment-grade tenants or major law firms.
The servicer-reported occupancy as of first-quarter 2014 was 80.8%
and the year-end 2013 DSCR was 1.44x.

The second largest loan, 222 Broadway (9.8%), is secured by a
786,552 sf office tower located in Manhattan's Financial District.
Approximately 42.6% of the property's base rent comes from two
investment grade tenants, JP Morgan Chase and Bank of America
Merrill Lynch.  Currently there are four tenants (16.3% of the
NRA) that are either in a free rent or build-out period at the
property; all are expected to begin paying full rent by July 2015.
As per the property's rent roll, the May 2014 occupancy increased
to 94.4% from 79.1% at issuance.

The third largest loan, 17 Battery Place South (8.9%), is secured
by a 428,450 sf office tower located in Manhattan's Financial
District, adjacent to Battery Park and overlooking New York
Harbor.  The 13-story office tower is part of a 31-story building,
which also contains luxury rental apartments.  The property's
performance declined slightly for FYE 2013 due to Hurricane Sandy.
The renovations caused by the storm took longer than expected at
the property, especially to the underground parking garage and
electrical equipment.  The servicer-reported DSCR declined to
1.63x at year-end 2013 from 1.84x at year-end 2012.  Additionally,
as per the property's rent roll, occupancy was 86.8% as of
Aug. 31, 2014.

RATING SENSITIVITIES

The Rating Outlooks on all classes remain Stable.  Due to the
recent issuance of the transaction and stable performance, Fitch
does not foresee positive or negative ratings migration until a
material economic or asset level event changes the transaction's
overall portfolio-level metrics.  Additional information on rating
sensitivity is available in the report 'CGCMT Commercial Mortgage
Trust 2012-GC8' (Sept. 6, 2012).

Fitch affirms these classes as indicated:

   -- $38.3 million class A-1 at 'AAAsf'; Outlook Stable;
   -- $181.6 million class A-2 at 'AAAsf'; Outlook Stable;
   -- $27.7 million class A-3 at 'AAAsf'; Outlook Stable;
   -- $379.6 million class A-4 at 'AAAsf'; Outlook Stable;
   -- $80.3 million class A-AB at 'AAAsf'; Outlook Stable;
   -- $93.6 million class A-S at 'AAAsf'; Outlook Stable;
   -- $61.1 million class B at 'AA-sf'; Outlook Stable;
   -- $39 million class C at 'A-sf'; Outlook Stable;
   -- $45.5 million class D at 'BBB-sf'; Outlook Stable;
   -- $19.5 million class E at 'BBsf'; Outlook Stable;
   -- $19.5 million class F at 'Bsf'; Outlook Stable;
   -- $801.2 million8 class X-A at 'AAAsf'; Outlook Stable.

Fitch does not rate the class G and X-B certificates.

* Notional and interest-only.


CLOVERIE PLC 43: S&P Raises Rating on Series 43 Notes to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
tranches from 10 investment-grade corporate backed U.S. synthetic
collateralized debt obligation (CDO) transactions, and removed
them from CreditWatch, where they were placed with positive
implications.  At the same time, S&P placed its ratings on 19
tranches from 16 synthetic CDO transactions on CreditWatch with
positive implications.

The rating and CreditWatch actions followed S&P's monthly review
of synthetic CDOs and reflect the transactions' seasoning, the
rating stability of the obligors in the underlying reference
portfolios over the past few months, and the synthetic rated
overcollateralization ratios that have risen above 100% at the
next highest rating level.

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

Cloverie PLC
Series 43
                            Rating
Class               To                  From
Notes               BB+ (sf)            BB (sf)/Watch Pos

Cloverie PLC
Series 44
                            Rating
Class               To                  From
Notes               BB+ (sf)            BB (sf)/Watch Pos

Credit Default Swap
US$1.4 billion Citibank N.A.--CDO no. 795246
                            Rating
Class               To                  From
Tranche             B+srb (sf)(i)       Bsrb (sf)(i)/Watch Pos

Credit Default Swap
US$10 million swap risk rating--protection buyer CDS
reference no. Torino II
                            Rating
Class               To                  From
Tranche             Bsrb (sf)(i)        CCC-srb (sf)(i)/Watch Pos

Infiniti SPC Ltd.
Series 10A-2
                            Rating
Class               To                  From
10A-2               A- (sf)             BBB+ (sf)/Watch Pos

Marvel Finance 2007-1 LLC
Series 2007-1
                            Rating
Class               To                  From
IA                  BBB- (sf)           BB+ (sf)/Watch Pos

Marvel Finance 2007-4 LLC
Series 2007-4
                            Rating
Class               To                  From
IA                  BBB+ (sf)           BBB (sf)/Watch Pos

Morgan Stanley ACES SPC
Series 2006-27
                            Rating
Class               To                  From
Class A             BBB- (sf)           BB+ (sf)/Watch Pos

PARCS-R Master Trust
Series 2007-12
                            Rating
Class               To                  From
Trust unit          A (sf)              A- (sf)/Watch Pos

REVE SPC
EUR15 million, JPY3 billion, US$81 million REVE SPC segregated
portfolio of Dryden
XVII notes
                            Rating
Class               To                  From
Series 36           BB- (sf)            B+ (sf)/Watch Pos
Series 37           B+ (sf)             B- (sf)/Watch Pos

(i) S&P's single counterparty--protection buyer ('srb') ratings
     consider the creditworthiness of the reference portfolio and
     the protection buyer under the swap transaction.  It does not
     address the specific amount of termination payments that
     would be payable under the credit default swap.

RATINGS PLACED ON CREDITWATCH POSITIVE

Capstan Master Trust
Series 1
                            Rating
Class               To                  From
Tranche             B (sf)/Watch Pos    B (sf)

Capstan Master Trust
Series 2
                            Rating
Class               To                  From
Tranche             B (sf)/Watch Pos    B (sf)

Capstan Master Trust
Series 3
                            Rating
Class               To                  From
Tranche             B (sf)/Watch Pos    B (sf)

Capstan Master Trust
Series 4
                            Rating
Class               To                  From
Tranche             B (sf)/Watch Pos    B (sf)


Camber Master Trust Series 9
Series 9
                            Rating
Class               To                  From
Series 9            B (sf)/Watch Pos    B (sf)

Camber Master Trust Series 10
Series 10
                            Rating
Class               To                  From
Series 10           B (sf)/Watch Pos    B (sf)

Greylock Synthetic CDO 2006
Series 2
                            Rating
Class               To                   From
A3-$FMS             BBB- (sf)/Watch Pos  BBB- (sf)
A3-$LMS             BBB- (sf)/Watch Pos  BBB- (sf)
A3A-$FMS            BBB- (sf)/Watch Pos  BBB- (sf)
A3B-$LMS            BBB- (sf)/Watch Pos  BBB- (sf)

Infinity SPC Ltd.
Series 2007-1
                            Rating
Class               To                  From
B                   BB (sf)/Watch Pos   BB (sf)

Newport Waves CDO
Series 2
                            Rating
Class               To                  From
A1-$FMS             BBB+ (sf)/Watch Pos  BBB+ (sf)

NOAJ CDO Ltd.
Series 1
                            Rating
Class               To                  From
                    BBB- (sf)/Watch Pos BBB- (sf)

Pivot Master Trust
Series 1
                            Rating
Class               To                  From
Series 1            CCC- (sf)/Watch Pos CCC- (sf)

Pivot Master Trust
Series 2
                            Rating
Class               To                  From
Series 2            CCC- (sf)/Watch Pos CCC- (sf)

REVE SPC
Series 2007-1
                            Rating
Class               To                  From
A Series18          BB (sf)/Watch Pos    BB (sf)

REVE SPC
EUR15 million, JPY3 billion, US$81 million REVE SPC segregated
portfolio of Dryden
XVII notes
                            Rating
Class               To                  From
Series 40           B+ (sf)/Watch Pos   B+ (sf)

Rutland Rated Investments
Series DRYDEN06-3
                            Rating
Class               To                  From
A6-$LS              B+ (sf)/Watch Pos   B+ (sf)

STARTS (Cayman) Ltd.
Series 2007-5
                            Rating
Class               To                  From
Notes               BB+ (sf)/Watch Pos  BB+ (sf)


COAST INVESTMENT 2002-1: Moody's Cuts Cl. B Notes Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service has downgraded the rating on notes
issued by Coast Investment Grade 2002-1, Limited:

  $24,000,000 Class B Floating Rate Senior Secured Notes Due 2017
  (current outstanding balance of $2,424,828), Downgraded to Ca
  (sf); previously on February 5, 2013 Upgraded to B3 (sf)

Coast Investment Grade 2002-1, Limited, issued in May 2002, is a
collateralized debt obligation backed primarily by a portfolio of
CLO, CFO and CBO tranches originated between 2002 and 2007.

Ratings Rationale

The rating action is primarily a result of diminishing excess
interest proceeds and an expectation the Class B deferred interest
balance will not be paid in full. As of the July 2014 payment
date, the balance of the Class B deferred interest is $1.3
million. The Class B deferred interest is paid with excess
interest proceeds only, and given that there are only five assets
remaining in the portfolio, Moody's expects that interest proceeds
generated from those assets will not be enough to pay the Class B
deferred interest balance in full. It benefits from principal
proceeds only when balances on the Class C-1 and C-2 notes are
reduced to zero.

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: The performance of SF CDOs backed by
CLOs, CFO and CBO could be negatively affected by 1) uncertainty
about credit conditions in the general economy (macroeconomic
uncertainty), and 2) the large concentration of upcoming
speculative-grade debt maturities, which could make refinancing
difficult for issuers. Additionally, the performance of the
underlying assets can also be affected positively or negatively by
1) the manager's investment strategy and behavior and 2)
differences in the legal interpretation of CLO documentation by
different transactional parties owing to embedded ambiguities.

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) Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors, 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(TM) 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(TM)
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 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 B 0

Class C-1: 1

Class C-2: 1

Class D: 0

Ba1 and below ratings notched down by two notches :

Class B: 0

Class C-1: 0

Class C-2: 0

Class D: 0


COMM 2007-FL14: S&P Lowers & Withdraws 'D' Ratings on 2 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class GLB1 and GLB2 commercial mortgage pass-through certificates
from COMM 2007-FL14, a U.S. commercial mortgage-backed securities
(CMBS) transaction, to 'D (sf)', and then subsequently withdrew
them.  In addition, S&P withdrew its 'D (sf)' ratings on classes
GLB3 and GLB4 from the same transaction.

The downgrades on the non-pooled class GLB1 and GLB2 certificates
reflect principal losses incurred by the classes due to the payoff
of the MSREF/Glenborough Portfolio loan, which had a beginning
trust balance of $73.6 million, according to the Aug. 15, 2014
trustee remittance report.  The 'GLB' classes derive 100% of their
cash flow from the MSREF/Glenborough Portfolio loan, which was
previously with the special servicer.  According to the trustee,
US Bank National Association, after paying the interest and prior
interest shortfalls on the 'GLB' classes, the remaining proceeds
were not sufficient to pay the full principal on these classes.
The trustee allocated $20,765 of principal losses to each of the
'GLB' classes on a pro rata basis.  The principal losses represent
0.028% of each class' original certificate balance, which exceeds
our de minimis threshold (one basis point of the original
certificate balance on a cumulative basis).  S&P subsequently
withdrew its ratings on the 'GLB' classes because the principal
balances were reduced to zero.

RATINGS LOWERED, THEN WITHDRAWN

COMM 2007-FL14
Commercial mortgage pass-through certificates
               Rating    Rating      Rating
Class          To        Interim     From

GLB1           NR        D (sf)      BB (sf)
GLB2           NR        D (sf)      BB- (sf)

RATINGS WITHDRAWN

COMM 2007-FL14
Commercial mortgage pass-through certificates
               Rating    Rating      Rating
Class            To          From

GLB3             NR          D (sf)
GLB4             NR          D (sf)

NR--Not rated.


CONNECTICUT VALLEY II: Moody's Hikes Rating on 2 Notes to Ba2
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on notes issued
by Connecticut Valley Structured Credit CDO II, Ltd.:

  $6,000,000 Class B-1 Deferrable Floating Rate Notes Due 2018
  (current outstanding balance of $5,945,037.28), Upgraded to A1
  (sf); previously on February 7, 2014 Upgraded to Ba1 (sf)

  $15,000,000 Class B-2 Deferrable Fixed Rate Notes Due 2018
  (current outstanding balance $18,003,063.52), Upgraded to A1
  (sf); previously on February 7, 2014 Upgraded to Ba1 (sf)

  $18,250,000 Class C-1 Deferrable Floating Rate Notes Due 2018
  (current outstanding balance of $21,641,665.29), Upgraded to
  Ba2 (sf); previously on February 7, 2014 Upgraded to B1 (sf)

  $13,250,000 Class C-2 Deferrable Fixed Rate Notes Due 2018
  (current outstanding balance of $19,211,380.99), Upgraded to
  Ba2 (sf); previously on February 7, 2014 Upgraded to B1 (sf)

Connecticut Valley Structured Credit CDO II, Ltd., issued in May
2003, is a collateralized debt obligation backed primarily by a
portfolio of CLOs originated between 2004 to 2007.

Ratings Rationale

These rating actions are due primarily to the deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since January 2014. The Class A notes
have paid down completely and the Class B-1 and B-2 notes have
paid down approximately 7.6% or $1.96 million in total since then.
Based on Moody's calculations, the current Class A/B and Class C
overcollateralization ratios are 360.25% and 133.14% respectively
versus 264.51% and 128.49% respectively in January 2014.

As reported by the trustee, on August 13, 2009, the transaction
experienced an "Event of Default" caused by a failure of the Class
A Par Value Ratio being at least equal to 102%, as required under
Section 5.1(vi) of the indenture. The Controlling Party
subsequently directed the Trustee to declare the principal and
accrued and unpaid interest on the notes to be immediately due and
payable. As a result of the acceleration of the notes, all
proceeds from the underlying assets are being used to pay interest
and principal on the Class B-1 and B-2 notes. Despite the
significant increases in the OC ratios across the capital
structure, the Class C notes have not been paid interest payments
since the acceleration of the notes, and will be deferring
interest payments until each of the outstanding senior notes are
paid in full. Moody's notes that the rating of the B-1 and B-2
Notes reflect the low risk of liquidation of the collateral under
the Event of Default due to the separate voting requirements
needed by each class of notes.

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: The performance of SF CDOs backed by
CLOs (CLO Squareds) could be negatively affected by 1) uncertainty
about credit conditions in the general economy (macroeconomic
uncertainty), and 2) the large concentration of upcoming
speculative-grade debt maturities, which could make refinancing
difficult for issuers. Additionally, the performance of the CLO
assets can also be affected positively or negatively by 1) the
manager's investment strategy and behavior and 2) differences in
the legal interpretation of CLO documentation by different
transactional parties owing to embedded ambiguities.

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.

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 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 notches:

Class B-1: 0

Class B-2: 0

Class C-1: +2

Class C-2: +2

Ba1 and below ratings notched down by two rating notches:

Class B-1: 0

Class B-2: 0

Class C-1: -2

Class C-2: -2


CONNECTICUT VALLEY II: S&P Raises Rating on 2 Notes to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-1, B-2, C-1, and C-2 notes from Connecticut Valley Structured
Credit CDO II Ltd. (CVSC II), a U.S. corporate collateralized debt
obligation (CDO) of CDOs transaction managed by Babson Capital
Management LLC.  At the same time, S&P removed the ratings on the
class B-1 and B-2 notes from CreditWatch, where it placed them
with positive implications on July 2, 2014.

CVSC II triggered an event of default (EOD) in August 2009, and
the controlling class voted to accelerate payments in Sept. 2009.
Following the EOD and subsequent acceleration, the payment
waterfall changed where class A interest and principal were paid
before any of the subordinate classes' interest or principal.  As
a result, as of the last payment date in May 2014, the class A-1
and A-2 notes were paid down completely, and now all available
proceeds are being used to pay down the class B-1 and B-2 pari
passu notes.  Since S&P's July 2013 rating actions, the class A-2
and B notes were paid $58.19million and $1.36 million total,
respectively.

The current underlying collateral consists mostly of tranches from
various collateralized loan obligations (CLOs).  The underlying
CLO tranches have had significant delevering and collateral
quality improvements, leading to increased credit support
available across their capital structures.  As a result, S&P
upgraded about $50.95 million in par, or about 70.02% of the
current pool, in CVSC II since our last rating actions.

The class B-1 and B-2 notes have a portion of their deferred
interest still unpaid and the class C-1 and C-2 notes will not
receive any payments until the class B-1 and B-2 notes, along with
their deferred component, are paid down in full.  The class C-1
and C-2 notes will continue to capitalize the interest due on
them, increasing the total note balance outstanding.

The transaction currently holds $14.17 million in principal cash,
and, given the class B notes' overcollateralization levels, they
could potentially be paid off in a short amount of time and the
class C notes would start receiving payments.

Although the cash flow results pointed to higher ratings, S&P
raised its ratings on the class B and C notes to 'A+ (sf)' and 'B-
(sf)', respectively, in order to provide for additional cushions
at the higher ratings.

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 take further rating
actions as S&P deems necessary.

RATINGS LIST

Connecticut Valley Structured Credit CDO II Ltd.
                       Rating     Rating
Class    Identifier    To         From
B-1      20779PAC5     A+ (sf)    B (sf)/Watch Pos
B-2      20779PAD3     A+ (sf)    B (sf)/Watch Pos
C-1      20779PAE1     B- (sf)    CCC+ (sf)
C-2      20779PAF8     B- (sf)    CCC+ (sf)


CPS AUTO 2014-C: S&P Assigns Prelim. B+ Rating on Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CPS Auto Receivables Trust 2014-C's $273.0 million
asset-backed notes.

The note issuance is an asset-backed securities transaction backed
by subprime auto loan receivables.

The preliminary ratings are based on information as of Sept. 4,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

   -- The availability of approximately 45.1%, 36.7%, 29.5%,
      26.0%, and 24.3% of credit support for the class A, B, C, D,
      and E notes, respectively, based on stressed cash flow
      scenarios (including excess spread).  These credit support
      levels provide coverage of 2.80x, 2.30x, 1.75x, 1.50x, and
      1.17x S&P's 14.8%-15.2% expected cumulative net loss range
      for the class A, B, C, D, and E notes, respectively.

   -- S&P's expectation that, under a moderate stress scenario of
      1.75x its expected net loss level, the preliminary rating on
      the class A notes will not decline by more than one rating
      category during the first year, and the preliminary ratings
      on the class B through E notes will not decline by more than
      two rating categories during the first year, all else being
      equal, which is consistent with S&P's credit stability
      criteria.

   -- The preliminary rated notes' underlying credit enhancement
      in the form of subordination, overcollateralization, a
      reserve account, and excess spread for the class A, B, C, D,
      and E notes.

   -- The timely interest and principal payments made to the
      preliminary rated notes under S&P's stressed cash flow
      modeling scenarios, which S&P believes is appropriate for
      the assigned preliminary ratings.

   -- The transaction's payment and credit enhancement structure,
      which includes a noncurable performance trigger.

PRELIMINARY RATINGS ASSIGNED

CPS Auto Receivables Trust 2014-C

Class      Rating       Type            Interest        Amount
                                        rate(i)       (mil. $)
A          AA- (sf)     Senior          Fixed           187.00
B          A (sf)       Subordinate     Fixed            36.17
C          BBB (sf)     Subordinate     Fixed            28.67
D          BB (sf)      Subordinate     Fixed            13.65
E          B+ (sf)      Subordinate     Fixed             7.51

(i) The actual coupons of these tranches will be determined on
     the pricing date.


CSMC TRUST 2014-WIN1: S&P Assigns 'BB+' Rating on Class B-3 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to CSMC
Trust 2014-WIN1's $398.754 million mortgage pass-through
certificates series 2014-WIN1.

The certificate issuance is a residential mortgage-backed
securities transaction backed by residential mortgage loans.

The ratings reflect S&P's view of the pool's high-quality
collateral, the transaction's credit enhancement, and the
associated structural deal mechanics.

RATINGS ASSIGNED

CSMC Trust 2014-WIN1

Class         Ratings                   Amount
                                      (mil. $)(i)
1-A-1         AAA (sf)                  71.762
1-A-2         AAA (sf)                  71.762
1-A-3         AAA (sf)                  71.762
1-A-4         AAA (sf)                  71.762
1-A-5         AAA (sf)                  68.770
1-A-6         AAA (sf)                   2.992
1-X-1         AAA (sf)                Notional(ii)
1-X-2         AAA (sf)                Notional(ii)
1-X-3         AAA (sf)                Notional(ii)
1-X-4         AAA (sf)                Notional(ii)
1-X-5         AAA (sf)                Notional(ii)
1-X-6         AAA (sf)                Notional(ii)
1-X-7         AAA (sf)                Notional(ii)
1-X-8         AAA (sf)                Notional(ix)
1-X-9         AAA (sf)                Notional(ii)
1-X-10        AAA (sf)                Notional(ii)
1-X-11        AAA (sf)                Notional(ii)
2-A-1         AAA (sf)                 301.905
2-A-2         AAA (sf)                 301.905
2-A-3         AAA (sf)                 301.905
2-A-4         AAA (sf)                 301.905
2-A-5         AAA (sf)                 241.524
2-A-6         AAA (sf)                  60.381
2-A-7         AAA (sf)                  60.381
2-A-8         AAA (sf)                  60.381
2-A-9         AAA (sf)                  60.381
2-A-10        AAA (sf)                  60.381
2-A-11        AAA (sf)                 241.524
2-A-12        AAA (sf)                 241.524
2-A-13        AAA (sf)                 241.524
2-A-14        AAA (sf)                 241.524
2-A-15        AAA (sf)                 301.905
2-A-16        AAA (sf)                 289.319
2-A-17        AAA (sf)                  12.586
2-A-18        AAA (sf)                 289.319
2-A-19        AAA (sf)                  12.586
2-X-1         AAA (sf)                Notional(iii)
2-X-2         AAA (sf)                Notional(iii)
2-X-3         AAA (sf)                Notional(iii)
2-X-4         AAA (sf)                Notional(iii)
2-X-5         AAA (sf)                Notional(iv)
2-X-6         AAA (sf)                Notional(iv)
2-X-7         AAA (sf)                Notional(iv)
2-X-8         AAA (sf)                Notional(iv)
2-X-9         AAA (sf)                Notional(iii)
2-X-10        AAA (sf)                Notional(iii)
2-X-11        AAA (sf)                Notional(iii)
2-X-12        AAA (sf)                Notional(iv)
2-X-13        AAA (sf)                Notional(iv)
2-X-14        AAA (sf)                Notional(iv)
2-X-15        AAA (sf)                Notional(v)
2-X-16        AAA (sf)                Notional(vi)
2-X-17        AAA (sf)                Notional(vii)
2-X-18        AAA (sf)                Notional(v)
2-X-19        AAA (sf)                Notional(v)
2-X-21        AAA (sf)                Notional(iii)
2-X-22        AAA (sf)                Notional(iii)
2-X-23        AAA (sf)                Notional(iii)
2-X-24        AAA (sf)                Notional(v)
2-X-25        AAA (sf)                Notional(v)
2-X-26        AAA (sf)                Notional(v)
2-X-27        AAA (sf)                Notional(v)
2-X-28        AAA (sf)                Notional(v)
2-X-29        AAA (sf)                Notional(v)
2-X-30        AAA (sf)                Notional(iii)
2-X-31        AAA (sf)                Notional(v)
2-X-32        AAA (sf)                Notional(v)
2-X-33        AAA (sf)                Notional(v)
2-X-34        AAA (sf)                Notional(vii)
2-X-35        AAA (sf)                Notional(v)
2-X-36        AAA (sf)                Notional(v)
2-X-37        AAA (sf)                Notional(iv)
2-X-38        AAA (sf)                Notional(iv)
2-X-39        AAA (sf)                Notional(iv)
2-X-40        AAA (sf)                Notional(iv)
2-X-41        AAA (sf)                 Notional(v)
B-1           AA (sf)                    6.069
B-2           A (sf)                     6.677
B-3           BB+ (sf)                   7.687
B-4           B+ (sf)                    4.654
B-5           NR                         5.867

(i) All certificates are subject to a net WAC cap. The class
     1-X-1, 1-X-2, 1-X-3, 1-X-4, 1-X-5, 1-X-6, 1-X-7, 1-X-8,
     1-X-9, 1-X-10, 1-X-11, 2-X-1, 2-X-2, 2-X-3, 2-X-4, 2-X-9,
     2-X-10, 2-X-11, 2-X-21, 2-X-22, 2-X-23, 2-X-30, 2-X-5, 2-X-6,
     2-X-7, 2-X-8, 2-X-12, 2-X-13, 2-X-14, 2-X-37, 2-X-38, 2-X-39,
     2-X-40, 2-X-15, 2-X-19, 2-X-35, 2-X-18, 2-X-24, 2-X-25,
     2-X-26, 2-X-27, 2-X-28, 2-X-29, 2-X-31, 2-X-32, 2-X-33,
     2-X-34, 2-X-41, 2-X-16, 2-X-17, and 2-X-36 certificates are
     interest-only certificates; they will not be entitled to
     principal distributions.
(ii) Notional amount equal to class 1-A-4 balance.
(iii)Notional amount equal to class 2-A-5 balance.
(iv)Notional amount equal to class 2-A-8 balance.
  (v)Notional amount equal to sum of the balances of the class
     2-A-5 and 2-A-8 certificates.
(vi)Notional amount equal to class 2-A-16 balance.
(vii)Notional amount equal to class 2-A-17 balance.
(viii) Notional amount equal to sum of the class 2-A-16 and 2-A-17
     certificate balances.
(ix)Notional amount equal to sum of the class 1-A-5 and 1-A-6
     certificate balances.
NR--Not rated.
WAC--Weighted average coupon.
SPS--Select Portfolio Servicing Inc.


CWCAPITAL COBALT: S&P Lowers Rating on Class A-1 Notes to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-1 notes from CWCapital COBALT Vr Ltd., a U.S. commercial real
estate collateralized debt obligation (CRE-CDO) transaction, to
'CCC- (sf)' from 'B+ (sf)' and removed it from CreditWatch, where
it was placed with negative implications on July 2, 2014.

The downgrade primarily reflects the insufficient interest
coverage for this class and is driven by S&P's applied largest
obligor default test, which addresses the potential concentration
of exposure to certain obligors in the transaction's portfolio.
The outstanding classes A-2, B, C, D, E, F, G, H, J, and K in this
transaction are all rated 'D (sf)'.

According to the Aug. 26, 2014, note valuation report, there was
insufficient interest proceeds to cover accrued interest on the
class A-1 and A1J notes.  A majority of the interest proceeds were
deposited to the expense reserve account after paying
administrative expenses and a portion of the class A-1 and A1J
accrued interest was paid using principal proceeds.  Since S&P's
previous rating actions, the transaction has allocated $40.92
million principal proceeds to cover the accrued fees, swap issuer
payments, and note interest payments for the class A-1 and A1J
notes.

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.


DBALT 2007-RAMP1: Moody's Ups Interest Rate Swap Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the interest
rate swap from DBALT 2007-RAMP1 transaction, backed by Alt-A RMBS
loans.

Complete rating actions are as follows:

Issuer: DBALT 2007-RAMP1

Interest Rate Swap, Upgraded to Ba3 (sf); previously on Dec 16,
2011 Assigned B3 (sf)

Ratings Rationale

The rating on the swap addresses the credit exposure of the swap
counterparty to the respective RMBS trust's ability to honor its
obligations under the swaps. The primary risks driving the rating
on the swap are the risk that the collateral pool amortizes at a
rate that exceeds the scheduled amortization rate of the swap
notional and the risk of a termination event triggered by a
default of the swap counterparty.The rating takes into account the
rating of the swap counterparty, the transaction's legal
structure, the rating of the underlying note and the available
cash-flow to make the swap payments.

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

Moody's rating approach for counterparty instrument ratings (CIR)
rests on an analysis of (i) the quality of the collateral
underlying the structured finance transaction and the transaction
structure; and (ii) the ranking of the SPV's payment obligations
under the relevant financial instrument.

In this case, the swap counterparty, Deutsche Bank AG, New York
Branch (A3 long term rating, P-2 short term rating) receives a
fixed rate from, and pays LIBOR to, the trust on a notional amount
that is balance guaranteed, i.e. the notional amount is the lesser
of either the deal's outstanding bond balance or a monthly amount
set forth in the schedule to the swap agreement. Per the terms of
the deal documents, the swap counterparty receives payments prior
to bondholders, and is thus in a senior position to all bonds
issued by the trust. The termination date for the Swap is 25th
January, 2020. To pay the swap counterparty, the trust also has
access to principal payments, liquidation proceeds and interest
collections. This provision strengthens the nature of senior
payment right of the swap counterparty.

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

The primary risks driving the rating on the swap are the risk that
the collateral pool amortizes at a rate that exceeds the scheduled
amortization rate of the swap notional and the risk of a
termination event triggered by a default of the swap counterparty.

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 6.2% in July 2014 from 7.3% in
July 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.


DEL MAR CLO I: Moody's Hikes Rating on Class E Notes to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Del Mar CLO I, Ltd.:

  $15,050,000 Class D Deferrable Floating Rate Notes Due 2018,
  Upgraded to Aa1 (sf); previously on February 21, 2014 Upgraded
  to A2 (sf)

  $13,125,000 Class E Deferrable Floating Rate Notes Due 2018
  (current outstanding balance of $12,020,463.20), Upgraded to
  Ba1 (sf); previously on February 21, 2014 Upgraded to Ba2 (sf)

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

  $75,000,000 Class A-1 Floating Rate Notes Due 2018 (current
  outstanding balance of $257,128.86), Affirmed Aaa (sf);
  previously on February 21, 2014 Affirmed Aaa (sf)

  $250,000 Class A-2 Floating Rate Notes Due 2018 (current
  outstanding balance of $857.10), Affirmed Aaa (sf); previously
  on February 21, 2014 Affirmed Aaa (sf)

  $180,250,000 Class A-3 Floating Rate Notes Due 2018 (current
  outstanding balance of $617,966.31), Affirmed Aaa (sf);
  previously on February 21, 2014 Affirmed Aaa (sf)

  $23,625,000 Class B Floating Rate Notes Due 2018, Affirmed Aaa
  (sf); previously on February 21, 2014 Affirmed Aaa (sf)

  $15,575,000 Class C Deferrable Floating Rate Notes Due 2018,
  Affirmed Aaa (sf); previously on February 21, 2014 Upgraded to
  Aaa (sf)

Del Mar CLO I Ltd., issued in July 2006, is a collateralized loan
obligation (CLO) backed primarily by a portfolio of senior secured
loans. The transaction's reinvestment period ended in August 2011.

Ratings Rationale

These rating actions are primarily a result of deleveraging of the
senior notes and an increase in the transaction's over-
collateralization ratios since March 2014. The Class A notes have
been paid down by approximately 97% or $27.5 million since March
2014. Based on the trustee's July 2014 report, the over-
collateralization (OC) ratios for the Class A/B, Class C, Class D
and Class E notes are reported at 243.8%, 170.1%, 131.7% and
111.5%, respectively, versus March 2014 levels of 196.8%, 151.4%,
123.8% and 108.1%, respectively. Moody's notes the reported July
2014 over-collateralization ratios do not reflect the August 1,
2014 payment of $11.4 million to the Class A notes.

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 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% (2064)

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B: 0

Class C: 0

Class D: +1

Class E: +2

Moody's Adjusted WARF + 20% (3096)

Class A-1: 0

Class A-2: 0

Class A-3: 0

Class B: 0

Class C: 0

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 $73 million, defaulted par
of $5.9 million, a weighted average default probability of 14.65%
(implying a WARF of 2580), a weighted average recovery rate upon
default of 50.85%, a diversity score of 22 and a weighted average
spread of 3.17%.

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.


DIAMOND LAKE: S&P Affirms 'BB-' Rating on Class B-2L Notes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2L, A-3L, and B-1L notes from Diamond Lake CLO Ltd., a U.S.
collateralized loan obligation (CLO) managed by Babson Capital
Management LLC.  At the same time, S&P removed them from
CreditWatch, where it had placed them with positive implications
on June 18, 2014.  S&P also affirmed its ratings on the class A-
1L, A-1LR, and B-2L notes.

The transaction's reinvestment period ended on Dec. 1, 2012, and
the principal proceeds are being used to amortize the notes.  The
class A-1L and A-1LR notes are pari passu and paid pro rata.
Since S&P's Dec. 2013 rating actions, for which it referenced the
Oct. 2013 trustee report, the class A-1 notes have paid down a
total of $55.46 million and are at about 36% of their original
balance.

The paydowns to the senior notes have increased the credit support
available for all of the rated notes.  This improvement is
reflected in the overcollateralization (O/C) ratios reported by
the trustee in its monthly performance reports.

The trustee reported the following O/C ratios in the July 2014
monthly report:

   -- The class A-2L O/C ratio was 153.81%, up from 134.09% in
      Oct. 2013;

   -- The class A-3L O/C ratio was 133.50%, up from 121.95% in
      Oct. 2013;

   -- The class B-1L O/C ratio was 119.68%, up from 113.00% in
      Oct. 2013; and

   -- The class B-2L O/C ratio was 107.91%, up from 104.88% in
      Oct. 2013.

According to the July 15, 2014 trustee report, the defaulted
obligations held in the transaction have decreased to $5.15
million from the $5.83 million noted in the Oct. 15, 2013 report.
The CLO currently has no assets in the 'CCC' rating category.

The affirmation of the class A-1L and A-1LR notes reflects the
availability of credit support at the current 'AAA' rating level.

S&P affirmed its rating on the class B-2L notes at 'BB- (sf)'
although the largest obligor test indicated a 'B+ (sf)' rating.
The affirmation reflects improvements in the transaction's credit,
including lower levels of defaulted assets, no assets in the
collateral pool rated in the 'CCC' category, as well as sufficient
credit support for the class B-2L notes at the current rating
level based on the results of our cash flow analysis.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Diamond Lake CLO Ltd.

                                       Cash flow    Cash flow
        Previous              implied    cushion      Final
Class   rating                rating     i)          rating
A-1L    AAA (sf)              AAA (sf)   27.91%       AAA (sf)
A-1LR   AAA (sf)              AAA (sf)   27.91%       AAA (sf)
A-2L    AA+ (sf)/Watch Pos    AAA (sf)   13.55%       AAA (sf)
A-3L    AA- (sf)/Watch Pos    AA+ (sf)   10.47%       AA+ (sf)
B-1L    BBB+ (sf)/Watch Pos   A+ (sf)    2.39%        A+ (sf)
B-2L    BB- (sf)              BB- (sf)   0.38%        BB- (sf)

(i) The cash flow cushion is the excess of the tranche break-even
     default rate above the scenario default rate at the cash flow
     implied rating for a given class of rated notes.

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.

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    Corr.       Corr.
        Cash flow   decrease    increase    decrease
        implied     implied     implied     implied      Final
Class   rating      rating      rating      rating       rating
A-1L    AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)     AAA (sf)
A-1LR   AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)     AAA (sf)
A-2L    AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)     AAA (sf)
A-3L    AA+ (sf)    AA+ (sf)    AA+ (sf)    AA+ (sf)     AA+ (sf)
B-1L    A+ (sf)     A- (sf)     A (sf)      A+ (sf)      A+ (sf)
B-2L    BB- (sf)    B+ (sf)     B+ (sf)     BB- (sf)     BB- (sf)

Corr.--Correlation.

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-1L     AAA (sf)     AAA (sf)       AA+ (sf)      AAA (sf)
A-1LR    AAA (sf)     AAA (sf)       AA+ (sf)      AAA (sf)
A-2L     AAA (sf)     AAA (sf)       AAA (sf)      AAA (sf)
A-3L     AA+ (sf)     AA+ (sf)       AA (sf)       AA+ (sf)
B-1L     A+ (sf)      A+ (sf)        BBB (sf)      A+ (sf)
B-2L     BB- (sf)     BB- (sf)       CCC+ (sf)     BB- (sf)

RATINGS LIST

Diamond Lake CLO Ltd.

                     Rating     Rating
Class   Identifier   To         From
A-1L    252690AB8    AAA (sf)   AAA (sf)
A-1LR   252690AC6    AAA (sf)   AAA (sf)
A-2L    252690AD4    AAA (sf)   AA+ (sf)/Watch Pos
A-3L    252690AE2    AA+ (sf)   AA- (sf)/Watch Pos
B-1L    252690AF9    A+ (sf)    BBB+ (sf)/Watch Pos
B-2L    252689AA2    BB- (sf)   BB- (sf)


EATON VANCE VIII: S&P Raises Rating on Cl. D Notes From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, C, and D notes from Eaton Vance CDO VIII Ltd., a
collateralized debt obligation (CDO) transaction that closed in
July 2006 and comprises predominantly broadly syndicated loans.
At the same time, S&P removed the ratings from CreditWatch, where
it had placed them with positive implications on June 18, 2014.

The transaction's reinvestment period ended in August 2013 and has
since paid over $204 million to the class A notes, resulting in
increased overcollateralization (O/C) for each of the rated notes.
The Aug. 5, 2014, trustee report, which we referenced for the
rating actions, indicated these O/C increases since the May 3,
2013, trustee report used in S&P's June 19, 2013, rating actions:

   -- The class A O/C ratio increased to 135.3% from 127.9%.
   -- The class B O/C ratio increased to 121.7% from 117.7%.
   -- The class C O/C ratio increased to 116.0% from 113.3%.
   -- The class D O/C ratio increased to 108.7% from 107.5%.

In addition, the transaction has experienced consistently low
defaults, currently holding only one defaulted obligor with a
$1.00 million par balance.

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

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Eaton Vance CDO VIII Ltd.

                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion(i)   rating
A      AA+ (sf)/Watch Pos   AAA (sf)    8.69%        AAA (sf)
B      A+ (sf)/Watch Pos    AA+ (sf)    4.68%        AA+ (sf)
C      BBB+ (sf)/Watch Pos  A+ (sf)     3.25%        A+ (sf)
D      BB+ (sf)/Watch Pos   BBB- (sf)   0.69%        BBB- (sf)

(i) The cash flow cushion is the excess of the tranche break-even
     default rate above the scenario default rate at the cash flow
     implied rating for a given class of rated notes.

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated 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.

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

RATINGS RAISED AND REMOVED FROM CREDITWATCH

Eaton Vance CDO VIII Ltd.

                   Rating
Class         To           From
A             AAA (sf)     AA+ (sf)/Watch Pos
B             AA+ (sf)     A+ (sf)/Watch Pos
C             A+ (sf)      BBB+ (sf)/Watch Pos
D             BBB- (sf)    BB+ (sf)/Watch Pos


FLATIRON CLO 2007-1: Moody's Affirms Ba1 Rating on Class D Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Flatiron CLO 2007-1 Ltd.:

  $25,400,000 Class A-1b Senior Term Notes Due 2021, Upgraded to
  Aaa (sf); previously on September 8, 2011 Upgraded to Aa1 (sf)

  $29,000,000 Class B Senior Term Notes Due 2021, Upgraded to Aa2
  (sf); previously on September 8, 2011 Confirmed A2 (sf)

  $14,000,000 Class C Deferrable Mezzanine Term Notes Due 2021,
  Upgraded to A3 (sf); previously on September 8, 2011 Upgraded
  to Baa2 (sf)

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

  $228,600,000 Class A-1a Senior Term Notes Due 2021, Affirmed
  Aaa (sf); previously on August 30, 2007 Assigned Aaa (sf)

  $15,000,000 Class D Deferrable Mezzanine Term Notes Due 2021,
  Affirmed Ba1 (sf); previously on September 8, 2011 Upgraded to
  Ba1 (sf)

  $11,500,000 Class E Deferrable Junior Term Notes Due 2021,
  Affirmed Ba3 (sf); previously on September 8, 2011 Upgraded to
  Ba3 (sf)

Flatiron CLO 2007-1 Ltd., issued in August 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans. The transaction's reinvestment period will
end in October 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
October 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 weighted
average spread (WAS) and weighted average rating factor (WARF)
compared to the previously assumed levels. The deal has also
benefited from an increase in weighted average recovery rate of
the portfolio.

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.

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% (1981)

Class A-1a: 0

Class A-1b: 0

Class B: +2

Class C: +2

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (2972)

Class A-1a: 0

Class A-1b: -1

Class B: -2

Class C: -3

Class D: -1

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 $339.57 million, a weighted
average default probability of 18.09% (implying a WARF of 2477), a
weighted average recovery rate upon default of 51.2%, a diversity
score of 64 and a weighted average spread of 3.04%.

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. Moody's generally applies
recovery rates for CLO securities as published in "Moody's
Approach to Rating SF CDOs". In some cases, alternative recovery
assumptions may be considered based on the specifics of the
analysis of the CLO transaction. In each case, historical and
market performance and the collateral manager's latitude for
trading the collateral are also factors.


FREMF 2013-KF02: Moody's Affirms 'Ba3' Rating on Cl. X Securities
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on five classes
of securities issued by FREMF 2013-KF02 Mortgage Trust as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Nov 18, 2013 Definitive
Rating Assigned Aaa (sf)

Cl. A-2, Affirmed Aa2 (sf); previously on Nov 18, 2013 Definitive
Rating Assigned Aa2 (sf)

Cl. A-3, Affirmed A2 (sf); previously on Nov 18, 2013 Definitive
Rating Assigned A2 (sf)

Cl. B, Affirmed Baa3 (sf); previously on Nov 18, 2013 Definitive
Rating Assigned Baa3 (sf)

Cl. X, Affirmed Ba3 (sf); previously on Nov 18, 2013 Definitive
Rating Assigned Ba3 (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 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 3.6% of the
current balance. Moody's base expected loss plus realized losses
is 3.2% of the original pooled 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 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 53 compared to 61 at securitization.

Deal Performance

As of the July 25, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 11% to $1.37
billion from $1.54 billion at securitization. The certificates are
collateralized by 74 mortgage loans ranging in size from less than
1% to 5% of the pool, with the top ten loans constituting 28% of
the pool.

One loan, constituting 1% 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.

Moody's received full or partial year 2013 operating results for
95% of the pool. Moody's weighted average conduit LTV is 113%
compared to 114% 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 3% to the
most recently available net operating income (NOI). Moody's value
reflects a weighted average capitalization rate of 8%.

Moody's actual and stressed conduit DSCRs are 1.59X and 0.84X,
respectively, compared to 1.57X and 0.83X at 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 top three conduit loans represent 12% of the pool balance. The
largest loan is the 597 Westport Loan ($68 million -- 5% of the
pool), which is secured by a 235-unit Class-A multifamily complex
located in Norwalk, CT. The property was 92% leased as of December
2013 compared to 97% at securitization. Moody's LTV and stressed
DSCR are 110% and 0.81X, respectively, compared to 112% and 0.80X
at securitization.

The second largest loan is the Northcreek Apartments Loan ($53
million -- 4% of the pool), which is secured by a 524-unit
apartment complex located in Bothell, WA approximately 22 miles
north of the Seattle CBD. The property includes Section 8 voucher
units as well as a 5-10% student tenant concentration. The
property was 97% leased as of July 2013. Moody's LTV and stressed
DSCR are 102% and 0.88X, respectively, compared to 102% and 0.87X
at securitization.

The third largest loan is the Key Isle at Windermere Loan ($44
million -- 3% of the pool), which is secured by a 447-unit
multifamily property located in Ocoee, FL, approximately 12 miles
west of the Orlando CBD. The property consists of 64 two- and
three-story apartment buildings as well as common area amenities.
Moody's LTV and stressed DSCR are 111% and 0.83X, respectively,
compared to 112% and 0.82X at securitization.


FOUR CORNERS II: Moody's Lowers Rating on Cl. E Notes to 'B1'
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Four Corners CLO II, Ltd.:

  $21,500,000 Class C Deferrable Floating Rate Notes Due 2020,
  Upgraded to Aa1 (sf); previously on May 20, 2014 Affirmed Aa3
  (sf)

  $9,500,000 Class D Deferrable Floating Rate Notes Due 2020,
  Upgraded to Baa1 (sf); previously on May 20, 2014 Affirmed Baa2
  (sf)

Moody's also downgraded the ratings on the following notes issued
by Four Corners CLO II, Ltd.:

  $11,000,000 Class E Deferrable Floating Rate Notes Due 2020,
  Downgraded to B1 (sf); previously on May 20, 2014 Ba3 (sf)
  Placed Under Review for Possible Downgrade

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

  $232,000,000 Class A Floating Rate Notes Due 2020 (current
  outstanding balance of $82,825,050.40), Affirmed Aaa (sf);
  previously on May 20, 2014 Affirmed Aaa (sf)

  $10,500,000 Class B Floating Rate Notes Due 2020, Affirmed Aaa
  (sf); previously on May 20, 2014 Affirmed Aaa (sf)

Four Corners CLO II, Ltd., issued in January 2006, is a
collateralized loan obligation (CLO) backed primarily by a
portfolio of senior secured loans. The transaction's reinvestment
period ended January 2012.

Ratings Rationale

The rating actions on senior notes are primarily a result of
deleveraging and an increase in the transaction's over-
collateralization ratios since the last rating action in May 2014.
Moody's notes that the transaction retains the ability, and has
continued, to reinvest certain proceeds after the end of the
reinvestment period in January 2012. The Class A notes have been
paid down by 5.8% or $13.5 million since the last rating action.
Based on the Moody's calculation, the over-collateralization (OC)
ratios for the Class A/B, Class C, Class D and Class E notes are
150.19%, 122.06%, 112.74% and 103.57%, respectively, versus May
2014 levels of 145.09%, 120.77%, 112.44% and 104.13%,
respectively.

Moody's also notes that the credit quality of the portfolio has
improved since the last rating action date. Based on the Moody's
calculation, the weighted average rating factor is currently 2223
compared to 2533 on May 2014.

Moody's also downgraded the ratings on Class E notes as a result
of concerns over the transaction's continued exposure to
securities maturing after the stated maturity. Based on the
trustee's July 2014 report, these securities make up 8.04% of the
portfolio. According to Moody's, such investments could expose the
Class E notes to market risk in the event of market dislocation at
the time of liquidation when the deal matures. Amongst the rated
notes, this risk is borne first by the Class E notes that have the
lowest priority in the capital structure.

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) 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 light of the
deal's sizable and continued exposure to long-dated assets, which
increases its sensitivity to the liquidation assumptions in the
rating analysis, Moody's ran scenarios using a range of
liquidation value assumptions. However, actual long-dated asset
exposures and prevailing market prices and conditions at the CLO's
maturity will drive the deal's actual losses, if any, from long-
dated assets.

7) Post-Reinvestment Period Trading: Subject to certain
requirements, the deal can reinvest certain proceeds after the end
of the reinvestment period. Such reinvestment could affect the
transaction either positively or negatively.

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% (1778)

Class A: 0

Class B: 0

Class C: +1

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (2668)

Class A: 0

Class B: 0

Class C: -2

Class D: -1

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 $139.3 million, defaulted
par of $1.8 million, a weighted average default probability of
13.32% (implying a WARF of 2223), a weighted average recovery rate
upon default of 51.43%, a diversity score of 35 and a weighted
average spread of 2.77%.

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. Moody's generally applies
recovery rates for CLO securities as published in "Moody's
Approach to Rating SF CDOs". In some cases, alternative recovery
assumptions may be considered based on the specifics of the
analysis of the CLO transaction. In each case, historical and
market performance and the collateral manager's latitude for
trading the collateral are also factors.


GALE FORCE 3: Moody's Affirms 'Ba1' Rating on Class E Notes
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Gale Force 3 CLO, Ltd.:

  $32,400,000 Class B-1 Second Priority Senior Secured Floating
  Rate Notes Due 2021, Upgraded to Aaa (sf); previously on
  February 15, 2013 Upgraded to Aa1 (sf)

  $12,000,000 Class B-2 Second Priority Senior Secured Fixed Rate
  Notes Due 2021, Upgraded to Aaa (sf); previously on February
  15, 2013 Upgraded to Aa1 (sf)

  $26,100,000 Class C Third Priority Senior Secured Deferrable
  Floating Rate Notes Due 2021, Upgraded to Aa2 (sf); previously
  on February 15, 2013 Upgraded to A2 (sf)

  $27,600,000 Class D Fourth Priority Mezzanine Deferrable
  Floating Rate Notes Due 2021, Upgraded to Baa1 (sf); previously
  on February 15, 2013 Upgraded to Baa3 (sf)

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

  $300,000,000 Class A-1 First Priority Senior Secured Floating
  Rate Delayed Draw Notes Due 2021 (current outstanding balance
  of $196,328,104), Affirmed Aaa (sf); previously on February 15,
  2013 Affirmed Aaa (sf)

  $143,300,000 Class A-2 First Priority Senior Secured Floating
  Rate Term Notes Due 2021 (current outstanding balance of
  $93,779,391), Affirmed Aaa (sf); previously on February 15,
  2013 Affirmed Aaa (sf)

  $21,600,000 Class E Fifth Priority Mezzanine Deferrable
  Floating Rate Notes Due 2021, Affirmed Ba1 (sf); previously on
  February 15, 2013 Upgraded to Ba1 (sf)

Gale Force 3 CLO, Ltd., issued in March 2007, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans. The transaction's reinvestment period ended in
April 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 (OC) ratios since October 2013. The Class A
notes have been paid down by approximately 28.3% or $85.0 million
since October 2013. Based on the trustee's August 2014 report, the
OC ratios for the Class A/B, Class C, Class D and Class E notes
are reported at 129.2%, 119.8%, 111.3% and 105.4%, respectively,
versus October 2013 levels of 123.6%, 116.3%, 109.5% and 104.8%,
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) 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.

7) Post-Reinvestment Period Trading: Subject to certain
requirements, the deal can reinvest certain proceeds after the end
of the reinvestment period, and as such the manager has the
ability to erode some of the collateral quality metrics to the
covenant levels. Such reinvestment could affect the transaction
either positively or negatively.

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% (2094)

Class A-1: 0

Class A-2: 0

Class B-1: 0

Class B-2: 0

Class C: +1

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3140)

Class A-1: 0

Class A-2: 0

Class B-1: 0

Class B-2: 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 $429.5 million, defaulted
par of $2.8 million, a weighted average default probability of
18.1% (implying a WARF of 2617), a weighted average recovery rate
upon default of 50.9%, a diversity score of 64 and a weighted
average spread of 3.0%.

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. Moody's generally applies
recovery rates for CLO securities as published in "Moody's
Approach to Rating SF CDOs". In some cases, alternative recovery
assumptions may be considered based on the specifics of the
analysis of the CLO transaction. In each case, historical and
market performance and the collateral manager's latitude for
trading the collateral are also factors.


GALLATIN CLO III 2007-1: S&P Raises Rating on B-2L Notes to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of notes from Gallatin CLO III 2007-1 Ltd., a
collateralized loan obligation (CLO) transaction, and removed them
from CreditWatch with positive implications, where S&P had placed
them on June 18, 2014.  At the same time, S&P affirmed its ratings
on the other two classes of notes.

The transaction is currently in the amortization period after its
reinvestmentperiod ended in May 2013.  The upgrades reflect the
class A-1L and A-1LR note paydowns of $79.95 million and $18.96
million, respectively.  These paydowns led to increased
overcollateralization (O/C) ratios for each outstanding class.

The rating actions on class B-2L were driven by the application of
the largest obligor test, which is intended to address potential
exposure concentration to obligors in the transaction's portfolio.

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.

CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON

Gallatin CLO III 2007-1 Ltd.

                               Cash flow
         Previous              implied     Cash flow    Final
Class    rating                rating      cushion (i)  rating
A-1L     AAA (sf)              AAA (sf)    28.01%       AAA (sf)
A-1LR    AAA (sf)              AAA (sf)    28.01%       AAA (sf)
A-2L     AA+ (sf)/Watch Pos    AAA (sf)    16.40%       AAA (sf)
A-3L     A+ (sf)/Watch Pos     AA+ (sf)    14.33%       AA+ (sf)
B-1L     BBB+ (sf)/Watch Pos   A+ (sf)     6.44%        A+ (sf)
B-2L     B+ (sf)/Watch Pos     BBB- (sf)   2.36%        BB+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
     default rate above the scenario default rate at the cash flow
     implied rating for a given class of rated notes.

Class                             December 2013       August 2014
                                     Notional balance (mil.$)
A-1L                                 158.00              78.01
A-1LR                                37.47               18.51
A-2L                                 33.00               33.00
A-3L                                 24.50               24.50
B-1L                                 15.50               15.50
B-2L                                 15.50               15.50

Coverage test (%)
Senior class A                      132.50              150.23
A O/C                               119.67              129.38
B-1L O/C                            112.76              118.94
B-2L O/C                            106.61              110.05
WAS (%)                               3.27                3.11

WAS--Weighted average spread.
O/C--Overcollateralization.

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.

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   Corr.       Corr.
        Cash flow   decrease   increase    decrease
        implied     implied    implied     implied     Final
Class   rating      rating     rating      rating      rating
A-1L    AAA (sf)    AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-1LR   AAA (sf)    AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-2L    AAA (sf)    AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-3L    AA+ (sf)    AA+ (sf)   AA+ (sf)    AAA (sf)    AA+ (sf)
B-1L    A+ (sf)     A (sf)     A+ (sf)     AA- (sf)    A+ (sf)
B-2L    BBB- (sf)   BB+ (sf)   BBB- (sf)   BBB+ (sf)   BB+ (sf)

Corr.--Correlation.

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-1L       AAA (sf)      AAA (sf)       AAA (sf)      AAA (sf)
A-1LR      AAA (sf)      AAA (sf)       AAA (sf)      AAA (sf)
A-2L       AAA (sf)      AAA (sf)       AAA (sf)      AAA (sf)
A-3L       AA+ (sf)      AA+ (sf)       AA+ (sf)      AA+ (sf)
B-1L       A+ (sf)       A+ (sf)        BBB+ (sf)     A+ (sf)
B-2L       BBB- (sf)     BBB- (sf)      B (sf)        BB+ (sf)

RATINGS LIST

Gallatin CLO III 2007-1 Ltd.
                     Rating     Rating
Class   Identifier   To         From
A-1L    363620AA3    AAA (sf)   AAA (sf)
A-1LR   363620AB1    AAA (sf)   AAA (sf)
A-2L    363620AC9    AAA (sf)   AA+ (sf)/Watch Pos
A-3L    363620AD7    AA+ (sf)   A+ (sf)/Watch Pos
B-1L    363620AE5    A+ (sf)    BBB+ (sf)/Watch Pos
B-2L    363619AA5    BB+ (sf)   B+ (sf)/Watch Pos


GANNETT PEAK I: S&P Raises Rating on 2 Notes From 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the five
classes of notes from Gannett Peak CLO I Ltd., a collateralized
loan obligation (CLO) transaction, and removed all of them from
CreditWatch, where S&P had placed them with positive implications
on June 18, 2014.

The transaction is currently amortizing since the transaction's
reinvestment period ended in Oct. 2012.  The upgrades reflect the
class A-1, A-1b, and A-2 notes full $3.54 million paydowns as well
as the partial $1.22 million paydowns to class B-1 and B-2.  These
paydowns led to increased overcollateralization (O/C) ratios for
each outstanding class.  The rating actions on the class D-1 and
D-2 notes were driven by the application of the largest obligor
test, which is intended to address potential exposure
concentration to obligors in the transaction's portfolio.

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.

CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON

Gannett Peak CLO I Ltd.

                               Cash flow
         Previous              implied    Cash flow     Final
Class    rating                rating     cushion (i)   rating
B-1      AA (sf)/Watch Pos     AAA (sf)   38.71%        AAA (sf)
B-2      AA (sf)/Watch Pos     AAA (sf)   38.71%        AAA (sf)
C        BBB+ (sf)/Watch Pos   AAA (sf)   27.84%        AAA (sf)
D-1      B+ (sf)/Watch Pos     AA- (sf)   3.00%         BBB+ (sf)
D-2      B+ (sf)/Watch Pos     AA- (sf)   3.00%         BBB+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
     default rate above the scenario default rate at the cash flow
     implied rating for a given class of rated notes.

Class                             July 2013        July 2014
                                   Notional balance (mil. $)
A-1                               148.69           0.00
A-1b                              24.17            0.00
A-2                               41.00            0.00
B-1                               26.00            22.46
B-2                                9.00            7.78
C                                 33.50            33.50
D-1                               19.00            19.00
D-2                               5.00             5.00

Coverage tests (%)
B O/C                            123.28             357.93
C O/C                            112.48             169.81
D O/C                            105.84             123.36
WAS (%)                            3.38             3.21

O/C--Overcollateralization test.
WAS--Weighted average spread.

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
B-1     AAA (sf)    AAA (sf)   AAA (sf)      AAA (sf)   AAA (sf)
B-2     AAA (sf)    AAA (sf)   AAA (sf)      AAA (sf)   AAA (sf)
C       AAA (sf)    AAA (sf)   AAA (sf)      AAA (sf)   AAA (sf)
D-1     AA- (sf)    AA- (sf)   AA- (sf)      AA- (sf)   BBB+ (sf)
D-2     AA- (sf)    AA- (sf)   AA- (sf)      AA- (sf)   BBB+ (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
B-1     AAA (sf)     AAA (sf)       AAA (sf)      AAA (sf)
B-2     AAA (sf)     AAA (sf)       AAA (sf)      AAA (sf)
C       AAA (sf)     AAA (sf)       AAA (sf)      AAA (sf)
D-1     AA- (sf)     A+ (sf)        BB (sf)       BBB+ (sf)
D-2     AA- (sf)     A+ (sf)        BB (sf)       BBB+ (sf)

RATINGS LIST

Gannett Peak CLO ILtd.
                     Rating      Rating
Class   Identifier   To          From
B-1     364731AD1    AAA (sf)    AA (sf)/Watch Pos
B-2     364731AE9    AAA (sf)    AA (sf)/Watch Pos
C       364731AF6    AAA (sf)    BBB+ (sf)/Watch Pos
D-1     364731AG4    BBB+ (sf)   B+ (sf)/Watch Pos
D-2     364731AH2    BBB+ (sf)   B+ (sf)/Watch Pos


GMAC COMMERCIAL 2006-C1: Fitch Cuts Rating on Cl. A-M Certs to BB
-----------------------------------------------------------------
Fitch Ratings has downgraded one and affirmed 23 classes of GMAC
Commercial Mortgage Securities, Inc. commercial mortgage pass-
through certificates series 2006-C1.

Key Rating Drivers

The downgrades are due to a greater certainty of loss expectations
on several of the already specially serviced assets, in addition
to the transfer of the largest loan in the pool to special
servicing.

Fitch modeled losses of 16.8% of the remaining pool; expected
losses on the original pool balance total 17.6%, including $120.1
million (6.9% of the original pool balance) in realized losses to
date.  Fitch has designated 21 loans (39.5%) as Fitch Loans of
Concern, which includes eight specially serviced assets (18.3%).

As of the July 2014 distribution date, the pool's aggregate
principal balance has been reduced by 34.7% to $1.13 billion from
$1.73 billion at issuance.  Per the servicer reporting, six loans
(6.1% of the pool) are defeased.  Interest shortfalls are
currently affecting classes H through Q.

The largest contributor to expected losses is the Design Center of
the Americas loan (8% of the pool), which is secured by a 769,268
square foot (sf) showroom property located in Dania Beach, FL.
The loan was previously modified in September 2012.  The initial
decline in performance was mainly due to several tenants (totaling
423,466 sf) vacating the property in the third quarter of 2012.
Per the sub-servicer, the borrower continues with the process of
converting a portion of the property to general office use and
repositioning the asset to enhance its value.  As of the July 2014
rent roll, the property is 53% occupied with average rent at $32
per sf.

The next largest contributor to expected losses is the specially-
serviced DDR Macquarie Mervyn's Portfolio loan (4.3%), which was
originally secured by 35 single-tenanted retail properties located
in California, Nevada, Arizona, and Texas, of which seven
currently remain.  The collateral was originally 100% leased by
Mervyn's under 20-year leases; however, the tenant subsequently
filed for Chapter 11 bankruptcy relief, and rejected and vacated
each of the stores.  To date, 28 properties have been released and
seven are real estate owned (REO).  The remaining seven
properties, which in some cases have been repositioned for multi-
tenant use, are collectively 50.4% leased.  All reserves have been
previously depleted and proceeds from the sale of properties and
previous funds held in reserve have been used to reduce the
outstanding principal.

The loan is split into three pari passu notes, including the
fixed-rate A-2 note in this transaction, the fixed-rate A-1 note
($47.2 million) securitized in the GE 2005-C4 transaction (not
rated by Fitch) and the floating-rate A-3 note ($7.6 million)
securitized in the COMM 2005-FL11 transaction.

The third largest contributor to expected losses is the specially-
serviced Newburgh Mall loan (2.7%), which is secured by a 386,075
sf regional mall located in Newburgh, NY.  The loan remains
specially serviced since Nov. 2011 when it transferred as a result
of the borrower's request for a loan modification.  Per the
special servicer, lease renewal discussions are on-going with
Sears, and Office Depot will remain at the property.  Per the July
2014 rent roll, the mall is 90% occupied.  The special servicer
anticipates the foreclosure sale will occur in Sept. 2014.

Rating Sensitivity

Rating Outlooks on classes A-4 through A-1A remain Stable due to
increasing credit enhancement and continued paydown.  Ratings on
the distressed classes may be subject to further downgrades should
workout strategies on the existing specially serviced assets fail
to stabilize performance.

Fitch downgrades the following classes and assigns or revises
Rating Outlooks as indicated:

   -- $169.7 million class A-M to 'BBsf' from 'BBBsf', Outlook to
      Stable from Negative.

Fitch affirms the following classes but assigns or revises REs as
indicated:

   -- $114.6 million class A-J at 'CCsf', RE 35%.

Fitch affirms the following classes as indicated:

   -- $525.7 million class A-4 at 'AAAsf', Outlook Stable;
   -- $181.9 million class A-1A at 'AAAsf', Outlook Stable;
   -- $36.1 million class B at 'CCsf', RE 35%;
   -- $19.1 million class C at 'Csf', RE 0%;
   -- $12.7 million class D at 'Csf', RE 0%;
   -- $21.2 million class E at 'Csf', RE 0%;
   -- $15.6 million class F at 'Csf', RE 0% ;
   -- $0 class G at 'Dsf', RE 0%;
   -- $0 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 O at 'Dsf', RE 0%;
   -- $0 class P at 'Dsf', RE 0%;
   -- $5.1 million class FNB-1 at 'Bsf', Outlook Negative;
   -- $5.6 million class FNB-2 at 'Bsf', Outlook Negative;
   -- $2.1 million class FNB-3 at 'CCCsf', RE 100%;
   -- $4.5 million class FNB-4 at 'CCCsf', RE 100%;
   -- $2.4 million class FNB-5 at 'CCCsf', RE 100%;
   -- $13.3 million class FNB-6 at 'CCCsf', RE 95%.

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


GREENBRIAR CLO: Moody's Affirms 'B1' Rating on Class E Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Greenbriar CLO, Ltd.:

  $730,000,000 Class A Floating Rate Senior Secured Extendable
  Notes Due 2021 (current outstanding balance of
  $689,972,563.54), Upgraded to Aaa (sf); previously on July 22,
  2011 Upgraded to Aa2 (sf);

  $60,000,000 Class B Floating Rate Senior Secured Extendable
  Notes Due 2021, Upgraded to Aa3 (sf); previously on July 22,
  2011 Upgraded to A3 (sf);

  $50,000,000 Class C Floating Rate Senior Secured Deferrable
  Interest Extendable Notes Due 2021, Upgraded to Baa1 (sf);
  previously on July 22, 2011 Upgraded to Baa3 (sf).

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

  $40,000,000 Class D Floating Rate Senior Secured Deferrable
  Interest Extendable Notes Due 2021, Affirmed Ba2 (sf);
  previously on July 22, 2011 Upgraded to Ba2 (sf);

  $40,000,000 Class E Floating Rate Senior Secured Deferrable
  Interest Extendable Notes Due 2021 (current outstanding balance
  of $22,955,095), Affirmed B1 (sf); previously on July 22, 2011
  Upgraded to B1 (sf).

Greenbriar CLO, Ltd., issued in December 2007, is a collateralized
loan obligation backed primarily by a portfolio of senior secured
loans. The transaction's reinvestment period will end November
2014.

Ratings Rationale

These rating actions are primarily a result of an improvement in
the credit quality of the portfolio since September 2013. Based on
the trustee's July 2014 report, the weighted average rating factor
is currently 2505 compared to 2616 in September 2013

The deal also benefits from the short period of time remaining
before the end of the deal's reinvestment period in November 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 modeled a
WAS of 3.20% compared to the covenant level of 2.95%. The deal has
also benefited from a shortening of the portfolio's weighted
average life since September 2013. Furthermore, the transaction's
reported overcollateralization ratios have 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 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 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% (2099)

Class A: 0

Class B: +2

Class C: +3

Class D: +2

Class E: +1

Moody's Adjusted WARF + 20% (3149)

Class A: -1

Class B: -2

Class C: -2

Class D: 0

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 $901 million, defaulted par
of $38 million, a weighted average default probability of 17.86%
(implying a WARF of 2624), a weighted average recovery rate upon
default of 49.19%, a diversity score of 49 and a weighted average
spread of 3.20%.

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. Moody's generally applies
recovery rates for CLO securities as published in "Moody's
Approach to Rating SF CDO's." In some cases, alternative recovery
assumptions may be considered based on the specifics of the
analysis of the CLO transaction. In each case, historical and
market performance and the collateral manager's latitude for
trading the collateral are also factors.


GREENWICH CAPITAL 2007-GG9: Fitch Cuts Cl. A-M Certs Rating to BB
-----------------------------------------------------------------
Fitch Ratings has downgraded two classes of Greenwich Capital
Commercial Funding Corp. (GCCFC) commercial mortgage pass-through
certificates series 2007-GG9.

KEY RATING DRIVERS

The downgrades and Negative Rating Outlooks are due to an increase
in expected losses and lack of progress disposing of assets in
special servicing.  Many of the specially serviced assets are REO
and have been in special servicing for a number of years.  Fitch
modeled losses of 19.2% of the remaining pool; expected losses on
the original pool balance total 17.9%, including $141.4 million
(2.2% of the original pool balance) in realized losses to date.
Fitch has designated 93 loans (67.1%) as Fitch Loans of Concern,
which includes 31 specially serviced assets (18.9%).

As of the July 2014 distribution date, the pool's aggregate
principal balance has been reduced by 18% to $5.39 billion from
$6.58 billion at issuance.  Per the servicer reporting, six loans
(0.8% of the pool) are defeased.  Interest shortfalls are
currently affecting classes D through S.

The largest contributor to expected losses is the specially-
serviced Hyatt Regency- Bethesda (2.5%), which is secured by a 390
room full-service hotel.  The loan transferred to special
servicing in December 2009 due to imminent default.  The trust
took title to the property in February 2013.  The special servicer
is addressing significant deferred maintenance issues at the
property prior to marketing it for sale.

The next largest contributor to expected losses is the specially-
serviced Schron Industrial Portfolio (5.4%).  The loan is secured
by a portfolio of 36 industrial properties located in Nassau and
Suffolk Counties on Long Island, NY.  The loan transferred to the
special servicer in December 2010 for imminent default.  The loan
was modified in 2012 and remains specially serviced.  The loan was
split into an A/B structure, with an A-note balance of $220
million and a subordinate B-note balance of $85 million with a
scheduled maturity date of December 2016.

The third largest contributor to loss is the John Hancock Tower
loan (11.9%).  The two largest tenants at the property will be
vacating at lease expiration in Dec. 2014.  The space currently
leased to the second largest tenant is currently occupied by sub-
tenants which will become direct tenants.  The borrower is
actively marketing the space to be vacated by the largest tenant.
The decrease in revenue will be largely offset by the expiration
of several free rent periods from other tenants in early 2014.

RATING SENSITIVITY

Rating Outlooks on classes A-2 through A-AB remain Stable due to
increasing credit enhancement, defeasance and continued paydown.
Rating Outlooks on classes A-4, A-1A and A-M and A-MFX are
Negative as further collateral underperformance may lead to a
downgrade.  The assets in special servicing have been there for an
average of 32 months and the final disposition dates remain
uncertain.  If realized losses exceed current expectations,
downgrades to the distressed classes and the classes with negative
outlooks are possible.  Several of the top 15 loans have
significant tenant rollover in the coming years.  If these tenants
don't renew leases or can't be replaced at similar rental rates
then downgrades to classes with negative outlooks are likely.

Fitch downgrades these classes:

   -- $557.6 million class A-M to 'BBsf' from 'BBBsf', Outlook
      Negative;

   -- $100 million class A-MFX to 'BBsf' from 'BBBsf', Outlook
      Negative.

Fitch affirms these classes and revises Rating Outlooks as
follows:

   -- $2.7 billion class A-4 at 'AAAsf', Outlook to Negative from
      Stable;
   -- $216.3 million class A-1A at 'AAAsf', Outlook to Negative
      from Stable.

Fitch affirms these classes:

   -- $539.7 million class A-2 at 'AAAsf', Outlook Stable;
   -- $86 million class A-3 at 'AAAsf', Outlook Stable;
   -- $48.4 million class A-AB at 'AAAsf', Outlook Stable;
   -- $575.4 million class A-J at 'CCCsf', RE 30%;
   -- $32.9 million class B at 'CCsf', RE 0%;
   -- $98.6 million class C at 'CCsf', RE 0%;
   -- $41.1 million class D at 'CCsf', RE 0%;
   -- $41.1 million class E at 'CCsf', RE 0%;
   -- $57.5 million class F at 'Csf', RE 0%;
   -- $57.5 million class G at 'Csf', RE 0%;
   -- $82.2 million class H at 'Csf', RE 0%;
   -- $65.8 million class J at 'Csf', RE 0%;
   -- $65.8 million class K at 'Csf', RE 0%;
   -- $32.9 million class L at 'Csf', RE 0%;
   -- $16.4 million class M at 'Csf', RE 0%;
   -- $6.3 million class N at 'Dsf', RE 0%;
   -- $0 class O at 'Dsf', RE 0%;
   -- $0 class P at 'Dsf', RE 0%;
   -- $0 class Q at 'Dsf', RE 0%.

Fitch previously withdrew the rating on the interest-only class X
and A-MFL certificates.  Fitch does not rate class S.


GS MORTGAGE 2012-GCJ9: Moody's Affirms B2 Rating on Cl. F Secs.
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on 12 classes
in GS Mortgage Securities Trust 2012-GCJ9 as follows:

Cl. A-1, Affirmed Aaa (sf); previously on Oct 3, 2013 Affirmed Aaa
(sf)

Cl. A-2, Affirmed Aaa (sf); previously on Oct 3, 2013 Affirmed Aaa
(sf)

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

Cl. A-AB, Affirmed Aaa (sf); previously on Oct 3, 2013 Affirmed
Aaa (sf)

Cl. A-S, Affirmed Aaa (sf); previously on Oct 3, 2013 Affirmed Aaa
(sf)

Cl. B, Affirmed Aa3 (sf); previously on Oct 3, 2013 Affirmed Aa3
(sf)

Cl. C, Affirmed A3 (sf); previously on Oct 3, 2013 Affirmed A3
(sf)

Cl. D, Affirmed Baa3 (sf); previously on Oct 3, 2013 Affirmed Baa3
(sf)

Cl. E, Affirmed Ba2 (sf); previously on Oct 3, 2013 Affirmed Ba2
(sf)

Cl. F, Affirmed B2 (sf); previously on Oct 3, 2013 Affirmed B2
(sf)

Cl. X-A, Affirmed Aaa (sf); previously on Oct 3, 2013 Affirmed Aaa
(sf)

Cl. X-B, Affirmed Ba3 (sf); previously on Oct 3, 2013 Affirmed Ba3
(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
their referenced classes.

Moody's rating action reflects a base expected loss of 2.6% of the
current balance compared to 2.3% 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 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 24, the same as at Moody's last review.

Deal Performance

As of the August 12, 2014 distribution date, the transaction's
aggregate certificate balance has decreased by 2% to $1.36 billion
from $1.39 billion at securitization. The certificates are
collateralized by 74 mortgage loans ranging in size from less than
1% to 10% of the pool, with the top ten loans constituting 56% of
the pool.

Six loans, constituting 7% 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 liquidated from the pool. Additionally, no loans are
in special servicing and Moody's did not identify any troubled
loans.

Moody's received full year 2013 operating results for 100% of the
pool. Moody's weighted average conduit LTV is 99% 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 value reflects a
weighted average capitalization rate of 9.6%.

Moody's actual and stressed conduit DSCRs are 1.61X and 1.08X,
respectively, compared to 1.57X 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 26.5% of the pool balance.
The largest loan is the Bristol Portfolio Loan ($140 million --
10.3% of the pool). The loan is secured by two multifamily
properties located at 200 East 65th Street and 336 East 71st
Street in New York City. The property on 200 East 65th Street,
also known as Bristol Plaza, contains 297 residential condominiums
and a commercial space, of which 173 condominium units and the
commercial space serve as collateral for the loan. The property at
336 East 71st Street is a 30-unit apartment building built in
1910. As of March 2014, Bristol Plaza was 98% leased and 336 East
71st Street was 87% leased, for an overall portfolio occupancy of
97%. Moody's current LTV and stressed DSCR are 91% and 0.93X,
respectively, the same as the last review.

The second largest loan is the Pinnacle I Loan ($129 million --
9.4% of the pool). The loan is secured by a Class A, six-story,
393,433 square foot (SF) office building that includes a four-
level sub-grade parking garage located in Burbank, California. The
largest tenants include Warner Music Group, Clear Channel
Communications, and NBC. As of March 30, 2014, the property was
approximately 92% leased. Moody's current LTV and stressed DSCR
are 112% and 0.92X, respectively, compared to 110% and 0.94X at
the last review.

The third largest loan is the Cooper Hotel Portfolio Loan ($92
million -- 6.8% of the pool). The loan is secured by nine full-
service and two limited-service hotels containing a total of 2,128
rooms, located in Florida, Michigan, and Tennessee. Ten of the
hotels operate under the Hilton Worldwide brand and one operates
under the InterContinental Crowne Plaza flag. Moody's current LTV
and stressed DSCR are 105% and 1.13X respectively, compared to
107% and 1.11X at the last review.


GSC GROUP VIII: S&P Affirms 'B+' Rating on Class D Notes
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2, and B notes and affirmed its ratings on the class C and
D notes from GSC Group CDO Fund VIII Ltd., a collateralized loan
obligation (CLO) transaction managed by GSC Acquisition Holdings
LLC.  At the same time, S&P removed all the above ratings from
CreditWatch, where it had placed them with positive implications
on June 18, 2014.

The upgrades mainly reflect increased credit support to all of the
tranches following the $51.6 million paydowns to the class A-1
notes on the July 17, 2014, payment date, which reduced the class
A-1 balance to about 27% of the original balance and improved the
overcollateralization (O/C) ratios since S&P's April 2012 rating
actions.  According to the July 2014 monthly report, the trustee
reported the following O/C ratios:

   -- The class A O/C ratio was 142.00%, up from 121.70% in
      Feb. 2012.

   -- The class B O/C ratio was 124.58%, up from 113.49% in
      Feb. 2012.

   -- The class C O/C ratio was 112.49%, up from 107.12% in
      Feb. 2012.

   -- The class D O/C ratio was 106.91%, up from 103.99% in
      Feb. 2012.

The affirmed ratings on the class C and D notes reflect the
availability of adequate credit support at the current rating
levels and are driven by S&P's largest obligor default test, a
supplemental stress test to address the potential concentration of
exposure to obligors in the transaction's portfolio, by assessing
the effect of several of the largest obligors defaulting
simultaneously.  Although S&P's cash flow analysis indicated a
higher rating, the class C and D notes can only pass the largest
obligor default test at the 'BB' and 'B' rating categories
respectively.

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 further
rating actions as it deems necessary.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

GSC Group CDO Fund VIII Ltd.

                             Cash flow
        Previous             implied     Cash flow     Final
Class   rating               rating      cushion (i)   rating
A-1     AA+ (sf)/Watch Pos   AAA (sf)    17.42%        AAA (sf)
A-2     AA- (sf)/Watch Pos   AAA (sf)    16.98%        AAA (sf)
B       A- (sf)/Watch Pos    AA+ (sf)    4.21%         AA+ (sf)
C       BB+ (sf)/Watch Pos   BBB+ (sf)   4.04%         BB+ (sf)
D       B+ (sf)/Watch Pos    BB- (sf)    2.44%         B+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
    default rate above the scenario default rate at the cash flow
    implied rating for a given class of rated notes.

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.

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    Corr.       Corr.
        Cash flow   decrease    increase    decrease
        implied     implied     implied     implied     Final
Class   rating      rating      rating      rating      rating
A-1     AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)
A-2     AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)
B       AA+ (sf)    AA (sf)     AA+ (sf)    AA+ (sf)    AA+ (sf)
C       BBB+ (sf)   BBB- (sf)   BBB+ (sf)   BBB+ (sf)   BB+ (sf)
D       BB- (sf)    B (sf)      BB- (sf)    BB (sf)     B+ (sf)

Corr.--Correlation

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
Class   implied rating   implied rating   rating     Final rating
A-1     AAA (sf)         AAA (sf)         AAA (sf)   AAA (sf)
A-2     AAA (sf)         AAA (sf)         AAA (sf)   AAA (sf)
B       AA+ (sf)         AA+ (sf)         AA (sf)    AA+ (sf)
C       BBB+ (sf)        BBB+ (sf)        BB+ (sf)   BB+ (sf)
D       BB- (sf)         BB- (sf)         CCC (sf)   B+ (sf)

RATINGS LIST

GSC Group CDO Fund VIII Ltd.

                     Rating     Rating
Class   Identifier   To         From
A-1     3622MQAA4    AAA (sf)   AA+ (sf)/Watch Pos
A-2     3622MQAC0    AAA (sf)   AA- (sf)/Watch Pos
B       3622MQAE6    AA+ (sf)   A- (sf)/Watch Pos
C       3622MQAG1    BB+ (sf)   BB+ (sf)/Watch Pos
D       3622MRAA2    B+ (sf)    B+ (sf)/Watch Pos


HEWETT'S ISLAND VI: S&P Raises Rating on Class E Notes to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C, D, and E notes from Hewett's Island CLO VI Ltd., a U.S.
collateralized loan obligation (CLO) transaction that closed in
2007.  In addition, S&P removed the ratings on classes C and D
from CreditWatch, where they were placed with positive
implications on June 18, 2014.  At the same time, S&P affirmed its
ratings on the class A-R, A-T, and B notes.

The transaction ended its reinvestment period in June 2013 and all
six tranches were upgraded in Jan. 2014 because of paydowns to the
class A-R and A-T notes.  Since S&P's Jan. 2014 rating actions,
the class A-R and A-T notes have received an additional $60.0
million in paydowns.  The upgrades reflect the increased credit
support for the subordinate notes following these paydowns.  The
improvements are also evident in the increased class A/B, C, D,
and E principal coverage ratios since S&P's Jan. 2014 rating
actions.

The amount of 'CCC' rated collateral held in the transaction's
asset portfolio dropped since S&P's last rating actions to
$1.96 million according to the Aug. 2014 trustee report, down from
the $12.20 million noted in the Dec. 2013 trustee report.

S&P's rating on the class E notes was constrained by the
application of our largest-obligor default test, a supplemental
test that addresses event and model risks that might be present in
rated transactions.

The affirmations reflect the sufficient credit support available
to the classes at their current rating levels.

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 further
rating actions as it deems necessary.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Hewett's Island CLO VI Ltd.

                              Cash flow   Cash flow
        Previous              implied     cushion    Final
Class   rating                rating      (i)        rating
A-R     AAA (sf)              AAA (sf)    40.11%     AAA (sf)
A-T     AAA (sf)              AAA (sf)    40.11%     AAA (sf)
B       AAA (sf)              AAA (sf)    39.71%     AAA (sf)
C       AA (sf)/Watch Pos     AAA (sf)    10.16%     AAA (sf)
D       BBB+ (sf)/Watch Pos   AA+ (sf)    3.12%      AA+ (sf)
E       CCC (sf)              BB+ (sf)    7.24%      B+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
     default rate above the scenario default rate at the cash flow
     implied rating for a given class of rated notes.

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.

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    Corr.       Corr.
        Cash flow   decrease    increase    decrease
        implied     implied     implied     implied     Final
Class   rating      rating      rating      rating      rating
A-R     AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)
A-T     AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)
B       AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)
C       AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)    AAA (sf)
D       AA+ (sf)    AA- (sf)    AA (sf)     AA+ (sf)    AA+ (sf)
E       BB+ (sf)    BB (sf)     BB+ (sf)    BBB- (sf)   B+ (sf)

Corr.--Correlation.

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

RATINGS LIST

Hewett's Island CLO VI Ltd.
                     Rating     Rating
Class   Identifier   To         From
A-R     42823CAA8    AAA (sf)   AAA (sf)
A-T     42823CAB6    AAA (sf)   AAA (sf)
B       42823CAC4    AAA (sf)   AAA (sf)
C       42823CAD2    AAA (sf)   AA (sf)/Watch Pos
D       42823CAE0    AA+ (sf)   BBB+ (sf)/Watch Pos
E       42823CAF7    B+ (sf)    CCC (sf)


HEWETT'S ISLAND CLO I-R: S&P Affirms 'B+' Rating on Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A, B, and C notes from Hewett's Island CLO I-R Ltd., a U.S.
collateralized loan obligation (CLO) transaction that closed in
Nov. 2007, and removed them from CreditWatch, where they were
placed with positive implications on June 18, 2014.  At the same
time, S&P affirmed its ratings on the class D and E notes.

The transaction ended its reinvestment period in Nov. 2013.  Since
S&P's Dec. 2012 rating actions, the class A notes have received
$61.3 million in paydowns.  The upgrades reflect the increased
credit support to the class A, B, and C notes following these
paydowns.  The improvements are also evident in the increased
class A/B, C, and D principal coverage ratios since S&P's Dec.
2012 rating actions.

S&P's rating on the class C notes was affected by the application
of its largest-obligor default test, a supplemental test that
addresses event and model risks that might be present in rated
transactions.  Despite the class D and E notes failing the
largest-obligor default test at the 'BBB' and 'B' rating levels,
respectively, S&P affirmed the ratings on these tranches, taking
into account that the cash flow results suggested higher ratings,
the transaction's improved credit support since S&P's last rating
actions, and its belief that the credit support available is
commensurate with the current rating levels.

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 further
rating actions as it deems necessary.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Hewett's Island CLO I-R Ltd.

                             Cash flow   Cash flow
        Previous             implied     cushion    Final
Class   rating               rating      (i)        rating
A       AA+ (sf)/Watch Pos   AAA (sf)    13.25%     AAA (sf)
B       AA- (sf)/Watch Pos   AA+ (sf)    12.47%     AA+ (sf)
C       A- (sf)/Watch Pos    AA- (sf)    2.37%      A+ (sf)
D       BBB- (sf)            BBB+ (sf)   1.56%      BBB- (sf)
E       B+ (sf)              BB (sf)     0.63%      B+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
     default rate above the scenario default rate at the cash flow
     implied rating for a given class of rated notes.

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.

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    Corr.        Corr.
        Cash flow   decrease    increase     decrease
        implied     implied     implied      implied      Final
Class   rating      rating      rating       rating       rating
A       AAA (sf)    AAA (sf)    AAA (sf)     AAA (sf)     AAA (sf)
B       AA+ (sf)    AA+ (sf)     AA+ (sf)     AAA (sf)    AA+ (sf)
C       AA- (sf)    A+ (sf)      A+ (sf)      AA+ (sf)    A+ (sf)
D       BBB+ (sf)   BB+ (sf)     BBB (sf)    BBB+ (sf)   BBB- (sf)
E       BB (sf)     B+ (sf)      BB- (sf)     BB+ (sf)     B+ (sf)

Corr.--Correlation.

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

RATINGS LIST

Hewett's Island CLO I-R Ltd.
                     Rating      Rating
Class   Identifier   To          From
A       42822XAA3    AAA (sf)    AA+ (sf)/Watch Pos
B       42822XAB1    AA+ (sf)    AA- (sf)/Watch Pos
C       42822XAC9    A+ (sf)     A- (sf)/Watch Pos
D       42822XAD7    BBB- (sf)   BBB- (sf)
E       42822XAE5    B+ (sf)     B+ (sf)


HIGHBRIDGE LOAN 4-2014: S&P Assigns B Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Highbridge Loan Management 4-2014 Ltd./Highbridge Loan Management
4-2014 LLC's $469.00 million fixed- and 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 assigned to Highbridge Loan Management 4-2014
Ltd./Highbridge Loan Management 4-2014 LLC's notes 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 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 primarily
      comprises broadly syndicated speculative-grade senior
      secured term loans;

   -- The asset manager's experienced management team;

   -- The transaction's ability to make timely interest and
      ultimate principal payments on the rated notes, which S&P
      assessed using its cash flow analysis and assumptions
      commensurate with the assigned ratings under various
      interest-rate scenarios, including LIBOR ranging from
      0.2272%-12.7531%;

   -- 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; and

   -- The transaction's interest diversion test, a failure of
      which will lead to the reclassification of excess interest
      proceeds that are available before paying subordinated
      management fees, uncapped administrative expenses, deferred
      base management fees, and subordinated note payments as
      principal proceeds to purchase additional collateral assets
      during the reinvestment period.

RATINGS LIST

Highbridge Loan Management 4-2014 Ltd./
Highbridge Loan Management 4-2014 LLC

Class             Rating                         Amount
                                                (mil. $)
A-1               AAA (sf)                      310.0
A-2a              AA (sf)                        32.0
A-2b              AA (sf)                        30.0
B                 A (sf)                         38.0
C                 BBB (sf)                       27.5
D                 BB (sf)                        22.0
E                 B (sf)                          9.5
Subordinated notes     NR                        44.5

NR--Not rated.


ICG US CLO 2014-1: S&P Affirms 'B' Rating on Class E Notes
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ICG US
CLO 2014-1 Ltd./ICG US CLO 2014-1 LLC's $330.25 million fixed- and
floating-rate notes following the transaction's effective date as
of June 3, 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 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 we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P said.

"In 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 AFFIRMED

ICG US CLO 2014-1 Ltd./ICG US CLO 2014-1 LLC

Class                      Rating                       Amount
                                                      (mil. $)
A-1                        AAA (sf)                     212.25
A-2                        AA (sf)                       55.75
B (deferrable)             A (sf)                        20.50
C (deferrable)             BBB (sf)                      19.00
D (deferrable)             BB (sf)                       15.25
E (deferrable)             B (sf)                         7.50
Combination notes          AA (sf)                      268.00


IXION PLC 2007: Moody's Reinstates Rating on $70MM Notes to C
-------------------------------------------------------------
Moody's Investors Service has reinstated the rating on the
following notes issued by Ixion plc 2007 Series 26:

  $70,000,000 Floating Rate Portfolio Credit Linked Secured Notes
  due 2045 (current outstanding balance of $2,294,271),
  Reinstated to C (sf); previously on August 7, 2012 Withdrawn

Ixion plc 2007 Series 26, issued in April 2007, is a
collateralized debt obligation backed primarily by a portfolio of
RMBS originated in 2006.

Ratings Rationale

Moody's is reinstating the rating of Ixion plc 2007 Series 26
following information provided by the Swap Counterparty and Credit
Support Provider, Deutsche Bank ("Deutsche"), that indicates a
positive principal balance remains for these notes. The rating on
these notes was withdrawn in error on August 7, 2012 due to an
incorrect understanding that there was no remaining balance.

The current rating takes into account the recent performance of
the pool, the credit quality of which has continued to deteriorate
since the 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:

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 residential real
estate property markets. 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.


JPMBB COMMERCIAL 2014-C22: Moody's Rates Cl. UHP Certs 'Ba3'
------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to seven
classes of CMBS securities, issued by JPMBB Commercial Mortgage
Securities Trust, Commercial Mortgage Pass-Through Certificates,
Series 2014-C22.

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

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

Cl. A-3A1, Definitive Rating Assigned Aaa (sf)

Cl. A-3A2, Definitive Rating Assigned Aaa (sf)

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

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

Cl. UHP, Definitive Rating Assigned Ba3 (sf)

Ratings Rationale

The Certificates are collateralized by 76 fixed rate loans secured
by 120 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 1.44X is higher than the 2007
conduit/fusion transaction average of 1.31X, but is lower than
other conduit/fusion transactions rated by Moody's during 2014.
The Moody's Stressed DSCR is .94X and is in-line with CMBS 2.0
transactions.

Moody's Trust LTV ratio of 114.8% is above the 2007 conduit/fusion
transaction average of 110.6%, and higher than pools securitized
during 2014. There are two loans in the pool with subordinate
debt, including two with mezzanine debt. With the subordinate debt
the Moody's total debt LTV ratio rises to 115.5%. Additionally,
there is one loan (U-Haul Self Storage Portfolio) structured as a
non-pooled single-class rake existing inside of the trust.
However, this non-pooled rake represents pari passu interest. A
second pari passu interest which is pooled, is also contributed to
the trust. Moody's LTV ratio only includes the pooled debt in the
transaction. The pari passu non-pooled rake is in the amount of
$15.099 million. Moody's rating (Ba3) considers the thickness of
the rake in its expected loss analysis.

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 Herfindahl score is
31. The transaction loan level diversity profile is favorable
compared to most conduit and fusion transactions. With respect to
property level diversity, the pool's property level Herfindahl
score is similarly positive at 35.

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 2.42, which is higher
than the 2.3 average quality grade for pools.

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 Aaa classes would be Aaa, Aa1, and Aa2, 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.


KINGSLAND III: S&P Raises Rating on 2 Note Classes to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of notes from Kingsland III Ltd., a collateralized loan
obligation (CLO) transaction, and removed three of them from
CreditWatch where S&P had placed them with positive implications
on June 18, 2014.  At the same time S&P affirmed its rating on the
class A-1 notes.

The transaction is currently amortizing since the transaction's
reinvestment period ended in Aug. 2013.  The upgrades reflect the
$68.62 million paydown of the class A-1 notes since S&P's
Feb. 2013 rating actions, which increased each class'
overcollateralization ratio.  The class A-1 notes are now at
71.41% of their original balance.

The affirmation reflects sufficient credit support available to
the notes at its current rating level.

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.

CAPITAL STRUCTURE AND KEY MODEL ASSUMPTIONS COMPARISON

Kingsland III Ltd.

                               Cash flow
          Previous             implied     Cash flow   Final
                                           cushion
Class     rating               rating      (%)(i)      rating
A-1       AAA (sf)             AAA (sf)    29.21       AAA (sf)
A-2       AA+ (sf)/Watch Pos   AAA (sf)    12.83       AAA (sf)
A-3       AA (sf)/Watch Pos    AAA (sf)    6.67        AAA (sf)
B         A (sf)/Watch Pos     AA (sf)     1.58        AA (sf)
C-1       BB+ (sf)             BBB+ (sf)   2.21        BBB+ (sf)
C-2       BB+ (sf)             BBB+ (sf)   2.21        BBB+ (sf)
D-1       B+ (sf)              BB+ (sf)    5.84        BB+ (sf)
D-2       B+ (sf)              BB+ (sf)    5.84        BB+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
    default rate above the scenario default rate at the cash flow
    implied rating for a given class of rated notes.

Class                                  Jan. 2013        July 2014
Notional balance (mil. $)
A-1                                     240.00              171.38
A-2                                     75.58               75.58
A-3                                     12.75               12.75
B                                       29.75               29.75
C-1                                     11.55               11.55
C-2                                     11.80               11.80
D-1                                     5.45                5.45
D-2                                     2.00                2.00

Coverage test (%)
A O/C                                   128.52              136.37
B O/C                                   117.85
122.335
C O/C                                   110.63              113.22
D O/C                                   108.51              110.59
WAS (%)                                 3.74                3.17

O/C--Overcollateralization test.
WAS--Weighted average spread.

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      AAA (sf)    AAA (sf)    AAA (sf)     AAA (sf)    AAA (sf)
A-2      AAA (sf)    AAA (sf)    AAA (sf)     AAA (sf)    AAA (sf)
A-3      AAA (sf)    AAA (sf)    AAA (sf)     AAA (sf)    AAA (sf)
B        AA (sf)     A+ (sf)     AA- (sf)     AA+ (sf)    AA (sf)
C-1     BBB+ (sf)   BBB- (sf)   BBB+ (sf)    BBB+ (sf)   BBB+ (sf)
C-2     BBB+ (sf)   BBB- (sf)   BBB+ (sf)    BBB+ (sf)   BBB+ (sf)
D-1      BB+ (sf)    BB (sf)     BB+ (sf)     BBB- (sf)   BB+ (sf)
D-2      BB+ (sf)    BB (sf)     BB+ (sf)     BBB- (sf)   BB+ (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       AAA (sf)      AAA (sf)       AAA (sf)      AAA (sf)
A-2       AAA (sf)      AAA (sf)       AAA (sf)      AAA (sf)
A-3       AAA (sf)      AAA (sf)       AA+ (sf)      AAA (sf)
B         AA (sf)       AA- (sf)       A (sf)        AA (sf)
C-1       BBB+ (sf)     BBB+ (sf)      B+ (sf)       BBB+ (sf)
C-2       BBB+ (sf)     BBB+ (sf)      B+ (sf)       BBB+ (sf)
D-1       BB+_ (sf)     BB+ (sf)       CCC+ (sf)     BB+ (sf)
D-2       BB+ (sf)      BB+ (sf)       CCC+ (sf)     BB+ (sf)

RATINGS LIST

Kingsland III Ltd.
                     Rating      Rating
Class   Identifier   To          From
A-1     49638TAC7    AAA (sf)    AAA (sf)
A-2     49638TAE3    AAA (sf)    AA+ (sf)/Watch Pos
A-3     49638TAL7    AAA (sf)    AA (sf)/Watch Pos
B       49638TAG8    AA (sf)     A (sf)/Watch Pos
C-1     49638TAJ2    BBB+ (sf)   BB+ (sf)
C-2     49638TAN3    BBB+ (sf)   BB+ (sf)
D-1     49638VAA6    BB+ (sf)    BB (sf)
D-2     49638VAG3    BB+ (sf)    BB (sf)


LIBERTY CLO: Moody's Affirms 'B2' Rating on $52MM Class C Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Liberty CLO, Ltd.:

$43,000,000 Class A-4 Floating Rate Senior Secured Extendable
Notes Due November 1, 2017, Upgraded to Aaa (sf); previously on
May 2, 2014 Upgraded to Aa1 (sf)

$49,000,000 Class B Floating Rate Deferrable Senior Secured
Extendable Notes Due November 1, 2017, Upgraded to Baa3 (sf);
previously on May 2, 2014 Upgraded to Ba1 (sf)

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

$50,000,000 Class A-1A Revolving Floating Rate Senior Secured
Extendable Notes Due November 1, 2017 (current outstanding balance
of $1,807,954), Affirmed Aaa (sf); previously on May 2, 2014
Affirmed Aaa (sf)

$50,000,000 Class A-1B Delayed Drawdown Floating Rate Senior
Secured Extendable Notes Due November 1, 2017 (current outstanding
balance of $1,807,954), Affirmed Aaa (sf); previously on May 2,
2014 Affirmed Aaa (sf)

$446,000,000 Class A-1C Floating Rate Senior Secured Extendable
Notes Due November 1, 2017 (current outstanding balance of
$16,126,953), Affirmed Aaa (sf); previously on May 2, 2014
Affirmed Aaa (sf)

$68,500,000 Class A-2 Floating Rate Senior Secured Extendable
Notes Due November 1, 2017, Affirmed Aaa (sf); previously on May
2, 2014 Affirmed Aaa (sf)

$68,500,000 Class A-3 Floating Rate Senior Secured Extendable
Notes Due November 1, 2017, Affirmed Aaa (sf); previously on May
2, 2014 Affirmed Aaa (sf)

$52,000,000 Class C Floating Rate Deferrable Senior Secured
Extendable Notes Due November 1, 2017 (current outstanding balance
of $30,378,081), Affirmed B2 (sf); previously on May 2, 2014
Affirmed B2 (sf)

Liberty CLO, Ltd., issued in December 2005, is a collateralized
loan obligation (CLO) backed primarily by a portfolio of senior
secured loans and CLO tranches. The transaction's reinvestment
period ended in November 2012.

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 April 2014. The Class A-1A, A-1B,
and A-1C notes in aggregate have been paid down by approximately
85% or $116 million since April 2014. Based on the trustee's July
2014 report, the over-collateralization (OC) ratios for the Class
A, Class B, and Class C notes are reported at 139.35%, 116.29%,
and 105.47%, respectively, versus April 2014 levels of 130.69%,
113.13%, and 104.43%, respectively. The July 2014 trustee-reported
OC ratios do not reflect the recent payment of $47.4 million to
the Class A-1A, A-1B and A-1C notes on August 1, 2014.

The portfolio includes a number of investments in securities that
mature after the notes do (long-dated assets), which make up
approximately13.95% of the portfolio based on the trustee's July
2014 report. These investments could expose the notes to market
risk in the event of liquidation when the notes mature. Despite
the increase in the OC ratio of the Class C notes, Moody's
affirmed the rating on the Class C notes owing to market risk
stemming from the exposure to these long-dated assets.

The rating action on the Class C notes also reflects a correction
to Moody's modeling of recovery rate assumptions for the
underlying CLO tranches, many of which mature after the CLO notes'
legal maturity and are modeled as liquidated on the legal maturity
date. Moody's overstated the recovery rate assumptions in its May
2014 rating action. This error has now been corrected, and the
rating action reflects 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.
Because some of the defaulted assets are illiquid loans that
defaulted over three years ago, Moody's also ran sensitivity
scenarios assuming zero recovery value for these assets.

6) 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 light of the
deal's sizable exposure to long-dated assets, which increases its
sensitivity to the liquidation assumptions in the rating analysis,
Moody's ran scenarios using a range of liquidation value
assumptions. However, actual long-dated asset exposures and
prevailing market prices and conditions at the CLO's maturity will
drive the deal's actual losses, if any, from long-dated assets.

7) Exposure to credit estimates: The deal contains a number of
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 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% (2102)

Class A-1A: 0

Class A-1B: 0

Class A-1C: 0

Class A-2: 0

Class A-3: 0

Class A-4: 0

Class B: +2

Class C: +1

Moody's Adjusted WARF + 20% (3154)

Class A-1A: 0

Class A-1B: 0

Class A-1C: 0

Class A-2: 0

Class A-3: 0

Class A-4: 0

Class B: -1

Class C: -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 $288.5 million, defaulted
par of $54.7 million, a weighted average default probability of
13.61% (implying a WARF of 2720), a weighted average recovery rate
upon default of 50.01%, a diversity score of 23 and a weighted
average spread of 3.42%.

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. Moody's generally applies
recovery rates for CLO securities as published in "Moody's
Approach to Rating SF CDOs". In some cases, alternative recovery
assumptions may be considered based on the specifics of the
analysis of the CLO 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 1.23% of the collateral pool.
Additionally, for each credit estimates whose related exposure
constitutes more than 3% of the collateral pool, Moody's applied a
two-notch equivalent assumed downgrade to approximately 4.16% of
the pool.


LIGHTPOINT CLO V: S&P Affirms 'BB-' Rating on Class D Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2 and B notes and affirmed its ratings on the class A-1, C, and
D notes from LightPoint CLO V Ltd.  At the same time, S&P removed
the ratings on the class A-2 and B notes from CreditWatch, where
S&P had placed them with positive implications on June 18, 2014.
LightPoint CLO V Ltd. is a collateralized loan obligation (CLO)
transaction that closed in August 2006.

The transaction's reinvestment period ended in July 2013 and has
since paid over $330 million to the class A-1 notes, resulting in
increased overcollateralization (O/C) for each of the rated notes.
The trustee report dated July 31, 2014, which S&P referenced in
its rating actions, indicates the O/C increases since the Dec. 11,
2013, trustee report used in S&P's previous rating actions:

   -- The class A O/C increased to 143.69% from 125.29% in
      Dec. 2013.

   -- The class B O/C increased to 123.17% from 114.28% in
      Dec. 2013.

   -- The class C O/C increased to 113.53% from 108.60% in
      Dec. 2013.

   -- The class D O/C increased to 105.86% from 103.83% in
      Dec. 2013.

In addition, the transaction currently holds no defaulted
collateral, and 'CCC' rated assets total only 0.78% of the
aggregate principal balance.

The ratings on the class B and C notes are constrained by the
application of the top obligor test, a supplemental test designed
to capture concentration risk within a portfolio.  Although the
top obligor test indicated a one-notch downgrade on the class D
notes, we affirmed the rating to reflect the strength of the cash
flow analysis and quality of the collateral pool.

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 further
rating actions as it deems necessary.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

LightPoint CLO V Ltd.

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

A-1    AAA (sf)             AAA (sf)    33.67%       AAA (sf)
A-2    AA+ (sf)/Watch Pos   AAA (sf)    33.19%       AAA (sf)
B      A+ (sf)/Watch Pos    AAA (sf)    1.27%        AA+ (sf)
C      BBB+ (sf)            A+ (sf)     7.29%       BBB+ (sf)
D      BB- (sf)             BB+ (sf)    4.08%        BB- (sf)

(i) The cash flow cushion is the excess of the tranche break-even
     default rate above the scenario default rate at the cash flow
     implied rating for a given class of rated notes.

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated 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.

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    AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-2    AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
B      AAA (sf)   AA+ (sf)   AA+ (sf)    AAA (sf)    AA+ (sf)
C      A+ (sf)    A+ (sf)    A+ (sf)     AA (sf)     BBB+ (sf)
D      BB+ (sf)   BB- (sf)   BB+ (sf)    BB+ (sf)    BB- (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    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-2    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
B      AAA (sf)     AAA (sf)      AA+ (sf)      AA+ (sf)
C      A+ (sf)      A+ (sf)       BBB (sf)      BBB+ (sf)
D      BB+ (sf)     BB+ (sf)      CC (sf)       BB- (sf)

RATINGS RAISED AND REMOVED FROM CREDITWATCH

LightPoint CLO V Ltd.

                   Rating
Class         To           From

A-2           AAA (sf)     AA+ (sf)/Watch Pos
B             AA+ (sf)     A+ (sf)/Watch Pos

RATINGS AFFIRMED

LightPoint CLO V Ltd.

Class         Rating

A-1           AAA (sf)
C             BBB+ (sf)
D             BB- (sf)


MADISON PARK III: S&P Raises Rating on Class D Notes to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-1, A-2b, A-3, B, C, D, and Q notes from Madison Park Funding III
Ltd., a U.S. collateralized loan obligation (CLO) transaction
managed by CSFB Alternative Capital Inc.  At the same time, S&P
removed these ratings from CreditWatch, where it placed them with
positive implications on June 18, 2014.  In addition, S&P affirmed
its 'AAA (sf)' rating on the class A-2a notes from the same
transaction.
The transaction's reinvestment period ended in Oct. 2013, and the
transaction continues to pay down the notes according to the
transaction documents.  The class A-1 and A-2 (i.e., classes A-2a
and A-2b) notes are pari passu.  Within the class A-2 notes, class
A-2a receives principal payments before class A-2b and, as a
result, can be paid down earlier and support a higher rating.

The lower balances improved the overcollateralization (O/C) in the
transaction.  The trustee reported the following O/C ratios in the
July 15, 2014, monthly trustee report:

   -- The class A O/C ratio was 133.00%, up from 129.22% in the
      Dec. 2011 trustee report, which S&P used for its Jan. 2012
      rating actions when S&P last raised the ratings on all of
      the classes;

   -- The class B O/C ratio was 122.48%, up from 120.08% in
      Dec. 2011;

   -- The class C O/C ratio was 116.83%, up from 115.10% in
      Dec. 2011; and

   -- The class D O/C ratio was 112.18%, up from 110.96% in
      Dec. 2011.

Following the July 25, 2014, payment date, the class A-2a and A-1
note balances are 76.89% and 71.18%, respectively, of their
original issuance amounts, down from 100% in January 2012.  S&P
expects the ratios to further increase once the July 25, 2014,
paydowns are factored in.

S&P's analysis included a sensitivity test that evaluated the
impact of market value risk on the long-dated securities (those
scheduled to mature after the transaction's maturity date) in the
portfolio.  According to the July 2014 trustee report, long-dated
assets were about 6.0% of the total assets (including principal
cash), or 6.6% of the performing loans (excluding principal cash
and defaults).  The results of this sensitivity analysis affected
the ratings on the class A-3, B, C, and D notes.

Defaults increased to $13.90 million in the July 2014 monthly
trustee report from $7.15 million in the Dec. 2011 monthly trustee
report.  However, the paydowns to the senior notes and the
underlying assets' improved credit quality offset the impact of
the increase in defaults.

Class Q is a combination of a portion of the class C notes and a
portion of the equity; its rated balance is reduced during each
payment period by the proportionate distributions it receives from
the class C notes and equity.

The upgrades are due to the increase in the credit support.  The
affirmation reflects the availability of adequate credit support
at the current rating level.

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 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, ultimate principal, or both to each of the rated
tranches.  In S&P's view, the results of the cash flow analysis
demonstrated that all of the rated outstanding classes have
adequate credit enhancement available at the rating levels
associated with these rating actions.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Madison Park Funding III Ltd.

                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion(i)   rating
A-1    AA+ (sf)/Watch Pos   AAA (sf)    10.11%       AAA (sf)
A-2a   AAA (sf)             AAA (sf)    23.40%       AAA (sf)
A-2b   AA+ (sf)/Watch Pos   AAA (sf)    10.11%       AAA (sf)
A-3    AA (sf)/Watch Pos    AAA (sf)    0.86%        AA+ (sf)
B      A (sf)/Watch Pos     AA (sf)     1.19%        AA- (sf)
C      BBB (sf)/Watch Pos   A- (sf)     0.78%        BBB+ (sf)
D      BB (sf)/Watch Pos    BBB- (sf)   1.42%        BB+ (sf)
Q      BBB- (sf)/Watch Pos  A+ (sf)     5.55%        A+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
    default rate above the scenario default rate at the cash flow
    implied rating for a given class of rated notes.

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated 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 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.

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    AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-2a   AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-2b   AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-3    AAA (sf)   AA+ (sf)   AA+ (sf)    AAA (sf)    AA+ (sf)
B      AA (sf)    A+ (sf)    AA- (sf)    AA+ (sf)    AA- (sf)
C      A- (sf)    BBB+ (sf)  BBB+ (sf)   A+ (sf)     BBB+ (sf)
D      BBB- (sf)  BB+ (sf)   BB+ (sf)    BBB+ (sf)   BB+ (sf)
Q      A+ (sf)    A+ (sf)    A+ (sf)     AA (sf)     A+ (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    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-2a   AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-2b   AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-3    AAA (sf)     AA+ (sf)      AA+ (sf)      AA+ (sf)
B      AA (sf)      AA- (sf)      A (sf)        AA- (sf)
C      A- (sf)      A- (sf)       BBB- (sf)     BBB+ (sf)
D      BBB- (sf)    BBB- (sf)     B+ (sf)       BB+ (sf)
Q      A+ (sf)      A+ (sf)       BBB+ (sf)     A+ (sf)

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

Madison Park Funding III Ltd.

             Rating       Rating
Class        To           From
A-1          AAA (sf)     AA+ (sf)/Watch Pos
A-2b         AAA (sf)     AA+ (sf)/Watch Pos
A-3          AA+ (sf)     AA (sf)/Watch Pos
B            AA- (sf)     A (sf)/Watch Pos
C            BBB+ (sf)    BBB (sf)/Watch Pos
D            BB+ (sf)     BB (sf)/Watch Pos
Q            A+ (sf)      BBB- (sf)/Watch Pos

RATING AFFIRMED

Madison Park Funding III Ltd.

Class        Rating
A-2a         AAA (sf)


MM COMMUNITY III: Moody's Confirms 'Ba1' Rating on Class B Notes
----------------------------------------------------------------
Moody's Investors Service has confirmed the rating on the
following notes issued by MM Community Funding III, Ltd.:

$177,000,000 Class B Floating Rate Senior Subordinate Notes Due
2032 (current balance of $39,048,840), Confirmed at Ba1 (sf);
previously on June 26, 2014 Ba1 (sf) Placed Under Review for
Possible Upgrade

MM Community Funding III, Ltd., issued in April 2002, is a
collateralized debt obligation backed by a portfolio of bank trust
preferred securities (TruPS).

Ratings Rationale

The rating confirmation on the Class B notes is primarily a result
of the transaction's stable performances. As such, the expected
loss on the Class B notes is still commensurate with its current
rating level.

The transaction was analyzed using the updates to Moody's TruPS
CDO methodology, as described in "Moody's Approach to Rating TruPS
CDOs" published in June 2014. These updates include (1) removing
the current 25% macro default probability stress for bank and
insurance TruPS; (2) expanding the default timing profiles from
one to six probability-weighted scenarios; (3) incorporating a
redemption profile for bank and insurance TruPS; (4) using a loss
distribution generated by Moody's CDOROM(TM) for deals that do not
permit reinvestment; (5) giving full par credit to deferring bank
TruPS that meet certain criteria; and (6) raising the assumed
recovery rate for insurance TruPS.

In taking the foregoing actions, Moody's also announced that it
had concluded its review of its rating on the issuer's Class B
notes announced on June 26, 2014. At that time, Moody's had placed
the rating on review for possible upgrade as a result of the
aforementioned methodology updates.

The Class B notes have paid down by approximately 0.8% or $0.3
million since January 2014, using the diversion of excess interest
proceeds. Due to the methodology update mentioned above, Moody's
gave full par credit in its analysis to one deferring asset that
meets certain criteria, totaling $3.0 million in par. As a result,
the Class B notes' par coverage has improved to 143.4%, by Moody's
calculations. The Class B 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.

However, Moody's notes the current portfolio is highly
concentrated. The portfolio consists of six performing securities,
two of which constitute approximately 75% of the portfolio. The
performance of the portfolio will depend largely on the credit
condition of underlying banks of these two securities.
Furthermore, as the two underlying banks are not publicly rated,
the analysis relies on credit estimates derived through RiskCalc.
Additional stress tests were performed to analyze the sensitivity
of the notes to these large positions where each of the banks are
assumed to "jump to default" (modeled as a downgrade to a Caa2
equivalent) independently.

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 (after
treating deferring securities as performing if they meet certain
criteria) of $56.0 million, defaulted/deferring par of $24
million, a weighted average default probability of 4.14% (implying
a WARF of 598), and a weighted average recovery rate upon default
of 10%. 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.

Moody's also evaluates the sensitivity of the rated transaction to
the volatility of the credit estimates, as described in Moody's
Cross Sector Rating Methodology "Updated Approach to the Usage of
Credit Estimates in Rated Transactions" published in October 2009.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating TruPS CDOs," published in June 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: 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. Because these are not public ratings, they are
subject to additional uncertainties.

Loss and Cash Flow Analysis:

Moody's applied a Monte Carlo simulation framework in Moody's
CDOROM(TM) v.2.13.1 to model the loss distribution for TruPS CDOs.
The simulated defaults and recoveries for each of the Monte Carlo
scenarios defined the reference pool's loss distribution.

The portfolio of this CDO contains mainly TruPS 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 Q1-2014 financial data.

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):

Assuming a two-notch upgrade to assets with below-investment grade
ratings or rating estimates (WARF of 360)

Class B: +1

Assuming a two-notch downgrade to assets with below-investment
grade ratings or rating estimates (WARF of 937)

Class B: 0


MOUNTAIN VIEW 2014-1: S&P Assigns Prelim. BB- Rating on E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Mountain View CLO 2014-1 Ltd./ Mountain View CLO 2014-1
Corp.'s $471.00 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 preliminary ratings are based on information as of Aug. 26,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

   -- The credit enhancement provided to the preliminary 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
      (excluding excess spread).

   -- The 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 make timely interest and
      ultimate principal payments on the preliminary rated notes,
      which S&P assessed using its cash flow analysis and
      assumptions commensurate with the assigned preliminary
      ratings under various interest-rate scenarios, including
      LIBOR ranging from 0.2600% to 13.8391%.

   -- 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 interest diversion test, a failure of
      which during the reinvestment period will lead to the
      reclassification of up to 50% of available excess interest
      proceeds (before paying uncapped administrative expenses,
      subordinate and incentive management fees, expenses for
      refinancing and additional securities that were issued,
      expense reserve account top-up, hedge amounts, and
      subordinated note payments) as principal proceeds to
      purchase additional collateral assets or to pay principal on
      the notes sequentially, at the option of the collateral
      manager.

PRELIMINARY RATINGS ASSIGNED

Mountain View CLO 2014-1 Ltd./Mountain View CLO 2014-1 Corp.

Class                 Rating                    Amount
                                              (mil. $)
X                     AAA (sf)                    3.00
A                     AAA (sf)                  316.75
B                     AA (sf)                    47.25
C (deferrable)        A (sf)                     48.00
D (deferrable)        BBB (sf)                   25.50
E (deferrable)        BB- (sf)                   22.50
F (deferrable)        B- (sf)                     8.00
Subordinated notes    NR                         47.50

NR--Not rated.


N-STAR REL IV: Moody's Affirms 'Caa2' Rating on Class E Notes
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by N-Star REL CDO IV, Ltd. ("N-Star REL CDO
IV"):

Cl. A, Upgraded to Aaa (sf); previously on Oct 9, 2013 Affirmed A1
(sf)

Cl. B, Upgraded to A2 (sf); previously on Oct 9, 2013 Affirmed
Baa3 (sf)

Cl. C, Upgraded to Ba1 (sf); previously on Oct 9, 2013 Affirmed
Ba3 (sf)

Cl. D, Upgraded to B1 (sf); previously on Oct 9, 2013 Affirmed B3
(sf)

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

Cl. E, Affirmed Caa2 (sf); previously on Oct 9, 2013 Affirmed Caa2
(sf)

Cl. F, Affirmed Caa3 (sf); previously on Oct 9, 2013 Affirmed Caa3
(sf)

Cl. G, Affirmed Caa3 (sf); previously on Oct 9, 2013 Affirmed Caa3
(sf)

Ratings Rationale

Moody's has upgraded the ratings on the transaction due to the
rapid amortization of the underlying collateral while credit
metrics have remained stable. Moody's has affirmed the ratings on
the transaction because its key transaction metrics are
commensurate with existing ratings. The affirmation is the result
of Moody's on-going surveillance of commercial real estate
collateralized debt obligation (CRE CDO CLO) transactions.

N-Star REL CDO IV is a static cash transaction whose reinvestment
period ended in July 2010. The transaction is backed by a
portfolio of: i) whole loans (48.7% of the collateral pool); ii)
b-notes (6.1%); iii) mezzanine debt (28.8%); iv) REIT debt (2.6%);
v) CRE CDOs (9.9%); and vi) commercial mortgage backed securities
(CMBS) (3.9%). As of the trustee's July 13, 2014 report, the
aggregate note balance of the transaction, including preferred
shares, is $232.4 million, compared to $284.2 million at last
review with the paydown directed to the senior most outstanding
class of notes.

Additionally, the classes C and class D notes have experienced
partial cancellations totaling approximately $17.5 million.
Typically, junior note cancellations result in slightly higher
expected losses and longer weighted average lives on the senior
notes, while producing slightly lower expected losses on the
mezzanine and junior notes. However, in this transaction it does
not cause, in and of itself, a downgrade or upgrade of any
outstanding classes of notes.

The pool contains seven assets totaling $46.8 million (16.4% of
the collateral pool balance) that are listed as defaulted
securities as of the trustee's July 13, 2014 report. Four of these
assets (56.2% of the defaulted balance) are CMBS, two assets are
CRE CDO (28.4%), and one assets is a commercial real estate
mezzanine loan collateralized by a portfolio of office properties
(15.4%). While there have been limited realized losses on the
underlying collateral to date, Moody's does expect moderate losses
to occur on the defaulted securities.

Moody's has identified the following as key indicators of the
expected loss in CRE CDO CLO 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 CLO
pool. Moody's has updated its assessments for the collateral it
does not rate. The rating agency modeled a bottom-dollar WARF of
6957, compared to 7260 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 0.9% at last
review); A1-A3 (5.2%, compared to 4.3% at last review); Baa1-Baa3
(0.0%, the same as at last review); Ba1-Ba3 (2.0%, compared to
1.7% at last review); B1-B3 (0.0%, the same as at last review);
Caa1-C (92.8%, compared to 93.1% at last review).

Moody's modeled a WAL of 4.2 years, compared to 4.0 at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 30.7%, compared to 26.4% 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 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. Reducing the recovery rates of 100% of the
collateral pool by 10.0% would result in an average modeled rating
movement on the rated notes of zero to six notches downward (e.g.,
one notch down implies a ratings movement of Baa3 to Ba1).
Increasing the recovery rate of 100% of the collateral pool by
10.0% would result in an average modeled rating movement on the
rated notes of zero to eleven notches upward (e.g., one notches
upward implies a ratings movement of Baa3 to Baa2).

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.


NEWCASTLE CDO IX: Moody's Hikes Rating on Class K Notes to Caa1
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Newcastle CDO IX 1, Limited:

Cl. A-2, Upgraded to Aa2 (sf); previously on Aug 21, 2013 Upgraded
to Baa3 (sf)

Cl. B, Upgraded to A3 (sf); previously on Aug 21, 2013 Affirmed
Ba3 (sf)

Cl. E, Upgraded to Baa3 (sf); previously on Aug 21, 2013 Affirmed
B2 (sf)

Cl. F, Upgraded to Ba1 (sf); previously on Aug 21, 2013 Affirmed
B3 (sf)

Cl. G, Upgraded to Ba2 (sf); previously on Aug 21, 2013 Affirmed
Caa1 (sf)

Cl. H, Upgraded to Ba3 (sf); previously on Aug 21, 2013 Affirmed
Caa2 (sf)

Cl. J, Upgraded to B2 (sf); previously on Aug 21, 2013 Affirmed
Caa3 (sf)

Cl. K, Upgraded to Caa1 (sf); previously on Aug 21, 2013 Affirmed
Caa3 (sf)

Cl. L, Upgraded to Caa2 (sf); previously on Aug 21, 2013 Affirmed
Ca (sf)

Moody's has also affirmed the rating on the following notes:

Cl. M, Affirmed Ca (sf); previously on Aug 21, 2013 Affirmed Ca
(sf)

Ratings Rationale

Moody's has upgraded the ratings of nine classes of notes due to
the combination of material rapid pre-payments of high credit risk
assets since last review while credit metrics have remained stable
to improving. Moody's has affirmed the rating of one class of
notes because the key transaction metrics are commensurate with
the existing rating. The rating actions are the result of Moody's
on-going surveillance of commercial real estate collateralized
debt obligation (CRE CDO CLO) transactions.

Newcastle CDO IX 1, Limited is a static cash transaction backed by
a portfolio of: i) mezzanine loans (59.8% of the pool balance);
ii) CRE CDO securities (14.4%); iii) commercial mortgage backed
securities (CMBS) (11.5%); iv) B-Notes (4.8%); v) asset-backed
securities, primarily in the form of wireless tower backed notes,
(ABS) (5.5%); vi) other commercial real estate related debt,
primarily in the form of term loans (2.2%); vii) whole loans
(1.3%); and viii) CMBS rake-bonds (0.4%); As of the July 18, 2014
trustee report, the aggregate note balance of the transaction,
including preferred shares, has decreased to $377.9 million (which
includes previously executed partial and full junior note
cancellations) from $825.0 million at issuance. Paydowns are
directed to the senior most outstanding class of notes.

There are two assets with a par balance of $14.0 million (3.0% of
the collateral pool balance) that are considered defaulted
securities as of the July 18, 2014 trustee report. These assets
are one mezzanine loan and one rake bond, both collateralized by
the same asset. Moody's does expect significant losses to occur
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 (excluding
defaulted securities) of 4615, compared to 5501 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
and 0.1% compared to 0.1% at last review, A1-A3 and 3.1% compared
to 2.3% at last review, Baa1-Baa3 and 11.6% compared to 3.3% at
last review, Ba1-Ba3 and 26.1% compared to 12.4% at last review,
B1-B3 and 14.2% compared to 11.5% at last review, Caa1-Ca/C and
45.1% compared to 70.4% at last review.

Moody's modeled a WAL of 3.0 years, compared to 4.2 years at last
review. The WAL is based on assumptions about extensions on the
underlying loans within the CMBS collateral and extensions on
direct loan interests.

Moody's modeled a fixed WARR of 11.7%, compared to 9.7% at last
review.

Moody's modeled a MAC of 9.9%, compared to 14.2% 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 rates by 5% would
result in an average modeled rating movement on the rated notes of
one to three notches (e.g., one notch up implies a ratings
movement of Ba1 to Baa3). Decreasing the recovery rates by 5%
would result in an average modeled rating movement on the rated
notes of zero to two notches (e.g., one notch down implies a
ratings movement of Baa3 to Ba1).

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.


NORTHSTAR MORTGAGE 2012-1: Moody's Affirms B2 Cl. F Certs Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of seven classes of
NorthStar 2012-1 Mortgage Trust Commercial Pass-Through
Certificates Series 2012-1 as follows:

  Cl. A, Affirmed Aaa (sf); previously on Oct 18, 2013 Affirmed
  Aaa (sf)

  Cl. B, Affirmed Aa2 (sf); previously on Oct 18, 2013 Affirmed
  Aa2 (sf)

  Cl. C, Affirmed A2 (sf); previously on Oct 18, 2013 Affirmed A2
  (sf)

  Cl. D, Affirmed Baa3 (sf); previously on Oct 18, 2013 Affirmed
  Baa3 (sf)

  Cl. E, Affirmed Ba2 (sf); previously on Oct 18, 2013 Affirmed
  Ba2 (sf)

  Cl. F, Affirmed B2 (sf); previously on Oct 18, 2013 Affirmed B2
  (sf)

  Cl. X-WAC, Affirmed A2 (sf); previously on Oct 18, 2013
  Affirmed A2 (sf)

Ratings Rationale

The affirmations of the pooled certificate classes are due to the
key parameters, including Moody's loan to value (LTV) ratio and
Moody's stressed debt service coverage (DSCR) remaining within
acceptable ranges. The rating of IO Class X-WAC is affirmed based
on the credit quality of its referenced 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 July 25, 2014 Payment Date the transaction's certificate
balance has decreased by 13% to $306.2 million from $351.4 million
at securitization due to the pay off of four loans and the partial
pay down of one loan. The trust is collateralized by ten floating-
rate loans ranging in size from 2% to 24% of the pooled balance.
The largest three loans account for 58% of the total pooled
balance.

Most of the properties in the transaction are in a transitional
phase, operating below market occupancy due to either being new
construction or having suffered due to financial weakness of
previous ownership. Moody's subordination levels account for this
additional risk.

The largest loan is the Buena Park loan ($73.0 million -- 24% of
the pooled balance) secured by a 736,946 square foot retail
property located in Buena Park, California, consisting of a
529,414 square foot enclosed mall and a 207,732 square foot power
center located across the street. The mall is anchored by Bed Bath
& Beyond, Ross Dress for Less, DSW Shoe Warehouse, Johns
Incredible Pizza, 24-Hour Fitness and an 18-screen Metroplex
Theater. The mall is shadow-anchored by Wal-Mart and Sears. The
power center is anchored by Kohl's, Petsmart, Michaels and Toys r'
Us. Occupancy for the loan collateral was 89% as April 2014
compared to 92% at securitization. Moody's loan to value (LTV)
ratio is over 100%, the same as at securitization.

The Cherry Hill loan ($60.4 million -- 20%) is secured by a mixed-
use property located in Cherry Hill, New Jersey consisting of a
214,512 square foot retail component and a 121,232 square foot
office component. The property was 77% leased as of March 2014
compared to 69% at securitization. The retail component is 100%
leased with the vacancy limited to the office component. The $87.4
million whole loan includes $26.9 million of non-trust subordinate
mortgage debt. Moody's LTV ratio is 98% compared to over 100% at
securitization.

The SunTrust loan ($43.3 million -- 14%) is secured by the
SunTrust Center consisting of one 486,340 square foot office
property and an adjacent parking garage located in the central
business district of Richmond, Virginia. SunTrust Bank is the
largest tenant occupying 315,517 square feet with a lease
expiration in December 2017. Occupancy was 85% as of March 2014.
The Mutual Building, with a net rentable area of 132,434 square
feet, was released from the loan collateral in May 2014. Proceeds
were deposited into a loan reserve fund. At securitization the
Mutual Building had negative cash flow due to its low occupancy
rate of 32%. Moody's LTV is over 100%, the same as at
securitization.


OCP CLO 2014-5: S&P Affirms 'BB' Rating on Class D Notes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its rating on OCP CLO
2014-5 Ltd./OCP CLO 2014-5 Corp.'s $679.25 million class A-1, A-2,
B, C, D, E, and combination floating-rate notes following the
transaction's effective date, as of June 16, 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 directing the trustee to request that
the rating agencies that had issued ratings upon closing affirm
those ratings 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 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.  They may also reflect S&P's assumptions about
the transaction's investment guidelines.

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

"In 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 the 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.

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 AFFIRMED

OCP CLO 2014-5 Ltd./OCP CLO 2014-5 Corp.

Class                      Rating                       Amount
                                                      (mil. $)
A-1                        AAA (sf)                     242.00
A-2                        AA (sf)                       60.50
B                          A (sf)                        25.25
C                          BBB (sf)                      21.75
D                          BB (sf)                       18.75
E                          B (sf)                         8.50
Combination notes          AA (sf)                      302.50



PUTNAM STRUCTURED 2002-1: S&P Affirms 'BB-' Rating on 9 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all
rated notes from Putnam Structured Product CDO 2002-1 Ltd., a
collateralized debt obligation (CDO) transaction backed by
residential mortgage-backed securities (RMBS) and other asset-
backed securities.  S&P also removed its ratings from CreditWatch
where it had placed them with negative implications on July 2,
2014.

The affirmations reflect the sufficient credit support available
at their current rating levels.  Since S&P's last rating actions,
the class A-1LT notes have paid down by $572.42 million and the
class A-2 notes have paid down by $14.93 million.  These
improvements, however, were offset by an increase in defaulted
assets to $63.26 million based on the July 10, 2014, trustee
report, up from $43.56 million in the Aug. 2012 trustee report,
which S&P used in its Aug. 30, 2012, rating actions.

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 take rating
actions as it deems necessary.

RATING ACTIONS

Class          Rating
          To           From
A-1LT-a   BB-(sf)      BB-(sf)/Watch Neg
A-1LT-b   BB-(sf)      BB-(sf)/Watch Neg
A-1LT-c   BB-(sf)      BB-(sf)/Watch Neg
A-1LT-d   BB-(sf)      BB-(sf)/Watch Neg
A-1LT-f   BB-(sf)      BB-(sf)/Watch Neg
A-1LT-g   BB-(sf)      BB-(sf)/Watch Neg
A-1LT-h   BB-(sf)      BB-(sf)/Watch Neg
A-1LT-i   BB-(sf)      BB-(sf)/Watch Neg
A-1LT-j   BB-(sf)      BB-(sf)/Watch Neg
A2        CCC+(sf)     CCC+(sf)


RACE POINT VI: S&P Affirms 'BB' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A, B, C, and D notes from Race Point VI CLO Ltd., a
collateralized loan obligation (CLO) transaction managed by
Sankaty Advisors LLC, after the notes were redeemed in full.  At
the same time, S&P assigned its ratings to the replacement class
A-R, B-R, C-R, and D-R notes.  S&P also affirmed its 'BB (sf)'
rating on the class E notes, following an amendment to the spread
on the notes.

The redemption of the class A, B, C, and D notes, the issuance of
the replacement notes, and the amendment to the class E spread
were done via a supplemental indenture.  The supplemental
indenture also included provisions that limit investment in non-
loan collateral, subject to certain conditions outlined in the
transaction documents.

The issuer used all of the proceeds from the replacement classes
of notes to redeem the original classes of notes, as outlined by
provisions in the transaction documents.  The replacement notes
were all floating rate with a notional balance equal to the
originally floating-rate note balance.  The replacement notes were
issued at a lower spread over LIBOR than the original floating-
rate notes.

The spread on the class E notes was amended to 5.75% over LIBOR
from the original 5.50% over LIBOR.

The transaction is still in its reinvestment period, and none of
the notes have delevered.

S&P's full cash flow analysis resulted in higher cushions for all
the notes after the refinancing and amendment than before such
actions.

CASH FLOW ANALYSIS RESULTS
Current date before refinancing and amendment
Class      Amount    Interest          BDR      SDR     Cushion
         (mil. $)    rate(%)           (%)      (%)         (%)
A          243.00    LIBOR + 1.30    70.98    61.77        9.21
B           60.00    LIBOR + 2.50    64.30    53.98       10.32
C           28.50    LIBOR + 3.60    54.33    47.95        6.38
D           19.25    LIBOR + 4.50    48.02    42.18        5.84
E           17.25    LIBOR + 5.50    39.81    35.48        4.33

Current date after refinancing and amendment
A-R        243.00    LIBOR + 1.14    71.85    61.77       10.08
B-R         60.00    LIBOR + 2.15    65.33    53.98       11.35
C-R         28.50    LIBOR + 3.11    55.78    47.95        7.83
D-R         19.25    LIBOR + 4.11    49.92    42.18        7.74
E           17.25    LIBOR + 5.75    42.36    35.48        6.88

Effective date
A          243.00    LIBOR + 1.30    67.48    60.98        6.50
B           60.00    LIBOR + 2.50    62.55    52.76        9.79
C           28.50    LIBOR + 3.60    52.84    46.60        6.24
D           19.25    LIBOR + 4.50    47.03    40.59        6.44
E           17.25    LIBOR + 5.50    40.34    33.76        6.58

BDR--Break-even scenario.
SDR--Scenario default rate.

RATINGS WITHDRAWN

Race Point VI CLO Ltd.
Original notes

                   Rating       Rating
Class              To           From
A                  NR           AAA (sf)
B                  NR           AA (sf)
C                  NR           A (sf)
D                  NR           BBB (sf)

RATINGS ASSIGNED

Race Point VI CLO Ltd.
Replacement notes

Class              Rating
A-R                AAA (sf)
B-R                AA (sf)
C-R                A (sf)
D-R                BBB (sf)

RATING AFFIRMED

Race Point VI CLO Ltd.
Original notes

Class              Rating
E                  BB (sf)

TRANSACTION INFORMATION

Issuer:               Race Point VI CLO Ltd.
Co-issuer:            Race Point VI CLO Corp.
Collateral manager:   Sankaty Advisors LLC
Refinancing arranger: Citigroup Global Markets Inc.
Trustee:              The Bank Of New York Mellon Trust Co. N.A.
Transaction type:     Cash flow CLO


SARATOGA CLO I: S&P Raises Rating on Class D Notes to BB+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-2, C, and D notes from Saratoga CLO I Ltd., a cash flow
collateralized loan obligation (CLO) transaction managed by
INVESCO Senior Secured Management Inc.  S&P also affirmed its
ratings on the class A-1 and B notes.  S&P removed four classes of
notes from CreditWatch, where they were placed with positive
implications on June 18, 2014.

The upgrades on the class A-2, C, and D notes and the affirmation
on the class A-1 notes reflect the increase in credit support
available to these notes.

Since S&P's April 2013 rating actions, the class A-1 note has paid
down by $60 million to 43% of its initial issuance amount.  The
class A overcollateralization ratio increased to 142% as of the
July 2014 trustee report, from 128% as of the March 2013 trustee
report, which S&P referenced in its last rating action.  The
balance of 'CCC' rated collateral has also decreased notably
during the same time.

Although the class B notes now pass S&P's cash flow stresses at a
higher rating category, it affirmed its rating because it is
constrained by largest 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

Saratoga CLO I Ltd.

                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion(i)   rating
A-1    AAA (sf)             AAA (sf)    22.85%       AAA (sf)
A-2    AA+ (sf)/Watch Pos   AAA (sf)    9.60%        AAA (sf)
B      A+ (sf)/Watch Pos    AA (sf)     1.27%        A+ (sf)
C      BB+ (sf)/Watch Pos   BBB+ (sf)   1.04%        BBB+ (sf)
D      BB (sf)/Watch Pos    BB+ (sf)    3.30%        BB+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
    default rate above the scenario default rate at the cash flow
    implied rating for a given class of rated notes.

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.

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    AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
A-2    AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    AAA (sf)
B      AA (sf)    A+ (sf)    AA- (sf)    AA+ (sf)    A+ (sf)
C      BBB+ (sf)  BB+ (sf)   BBB (sf)    BBB+ (sf)   BBB+ (sf)
D      BB+ (sf)   B+ (sf)    BB+ (sf)    BB+ (sf)    BB+ (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    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
A-2    AAA (sf)     AAA (sf)      AAA (sf)      AAA (sf)
B      AA (sf)      AA+ (sf)      A+ (sf)       A+ (sf)
C      BBB+ (sf)    BBB+ (sf)     BB (sf)       A+ (sf)
D      BB+ (sf)     BB+ (sf)      B+ (sf)       BBB+ (sf)

RATINGS RAISED AND REMOVED FROM CREDITWATCH POSITIVE

Saratoga CLO I Ltd.

             Rating
Class  To          From
A-2    AAA (sf)    AA+ (sf)/Watch Pos
C      BBB+ (sf)   BB+ (sf)/Watch Pos
D      BB+ (sf)    BB (sf)/Watch Pos

RATING AFFIRMED AND REMOVED FROM CREDITWATCH POSITIVE

Saratoga CLO I Ltd.

             Rating
Class  To          From
B      A+ (sf)     A+ (sf)/Watch Pos

RATING AFFIRMED

Saratoga CLO I Ltd.

Class  Rating
A-1    AAA (sf)


SDART 2014-4: S&P Assigns Prelim. BB+ Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Santander Drive Auto Receivables Trust 2014-4's (SDART
2014-4) $1,058.80 million automobile receivables-backed notes
series 2014-4.

The note issuance is an asset-backed securities transaction backed
by subprime auto loan receivables.

The preliminary ratings are based on information as of Sept. 4,
2014.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

   -- The availability of 52.17%, 45.70%, 36.68%, 31.14%, and
      27.36% of credit support for the class A-1, A-2-A, A-2-B, A-
      3 (collectively, the class A), B, C, D, and E notes,
      respectively, based on stress cash flow scenarios (including
      excess spread), which provide coverage of more than 3.30x,
      2.85x, 2.25x, 1.90x, and 1.50x S&P's 15.00%-16.00% expected
      cumulative net loss (CNL).

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

   -- The expectation that under a moderate ('BBB') stress
      scenario, all else being equal, S&P's ratings on the class
      A, B, and C notes will remain within one rating category of
      the assigned preliminary ratings during the first year, and
      S&P's ratings on the class D and E notes will remain within
      two rating categories of the assigned preliminary ratings,
      which is within the outer bounds of S&P's credit stability
      criteria.

   -- The originator/servicer's history in the subprime/specialty
      auto finance business.

   -- S&P's analysis of eight years of static pool data on
      Santander Consumer USA Inc.'s (SCUSA's) lending programs.

   -- The transaction's payment/credit enhancement and legal
      structures.

PRELIMINARY RATINGS ASSIGNED

Santander Drive Auto Receivables Trust 2014-4

Class       Rating       Type          Interest        Amount
                                       rate(i)    (mil. $)(i)
A-1         A-1+ (sf)    Senior        Fixed          176.500
A-2-A       AAA (sf)     Senior        Fixed           84.000
A-2-B       AAA (sf)     Senior        Floating       251.900
A-3         AAA (sf)     Senior        Fixed          120.000
B           AA (sf)      Subordinate   Fixed          123.500
C           A (sf)       Subordinate   Fixed          152.900
D           BBB+ (sf)    Subordinate   Fixed           91.200
E           BB+ (sf)     Subordinate   Fixed           58.800

(i) The interest rates and actual sizes of these tranches will be
     determined on the pricing date.


SORIN REAL ESTATE IV: Moody's Hikes Class B Notes Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Sorin Real Estate CDO IV Ltd.:

Cl. A-1, Upgraded to A2 (sf); previously on Sep 18, 2013 Affirmed
Baa1 (sf)

Cl. A-2, Upgraded to Ba2 (sf); previously on Sep 18, 2013 Affirmed
B1 (sf)

Cl. A-3, Upgraded to B1 (sf); previously on Sep 18, 2013 Affirmed
B3 (sf)

Cl. B, Upgraded to Caa1 (sf); previously on Sep 18, 2013 Affirmed
Caa3 (sf)

Moody's Investors Service has also affirmed the ratings on the
following notes issued by Sorin Real Estate CDO IV Ltd.:

Cl. C, Affirmed Ca (sf); previously on Sep 18, 2013 Affirmed Ca
(sf)

Cl. D, Affirmed C (sf); previously on Sep 18, 2013 Affirmed C (sf)

Cl. E, Affirmed C (sf); previously on Sep 18, 2013 Affirmed C (sf)

Cl. F, Affirmed C (sf); previously on Sep 18, 2013 Affirmed C (sf)

Cl. G, Affirmed C (sf); previously on Sep 18, 2013 Affirmed C (sf)

Ratings Rationale

Moody's has upgraded the ratings on the transaction due to rapid
redemption of the underlying collateral due to full principal
repayment of high credit risk assets combined with the failure of
certain par value triggers resulting in material amortization of
senior-most outstanding class of notes. Additionally, the
transaction is exhibiting stable forward credit metrics. Moody's
has also affirmed the ratings of on the transaction 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.

Sorin Real Estate CDO IV is a cash CRE CDO transaction, whose
reinvestment period ended in October 2011. The transaction is
backed by a portfolio of: i) commercial mortgage backed securities
(CMBS) (37.2% of the pool balance); ii) B-notes and rake bonds
(29.0%); iii) whole loans and senior participations (18.8%); iv)
bank loans (11.9%); and v) CRE CDO securities (3.1%). As of the
July 28, 2014 note valuation report, the aggregate note balance of
the transaction, including preferred shares, has decreased to
$211.4 million from $400.0 million at issuance, with the principal
paydown directed to the senior most outstanding class of notes.
The paydown was the result of the combination of regular
amortization, resolution and sales of defaulted collateral, and
the failing of certain par value tests.

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 3596,
compared to 3646 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 and 5.6% compared to 4.5% at last
review; A1-A3 and 18.2% compare to 7.2% at last review; Baa1-Baa3
and 0.0% compared to 12.6% at last review; Ba1-Ba3 and 6.7%
compared to 19.0% at last review; B1-B3 and 35.4% compared to 7.8%
at last review; and Caa1-Ca/C and 34.1% compared to 48.9% at last
review.

Moody's modeled a WAL of 1.9 years, compared to 2.4 years at last
review. The WAL is based on assumptions about extensions on the
underlying collateral.

Moody's modeled a fixed WARR of 13.9%, compared to 21.9% at last
review.

Moody's modeled a MAC of 16.6%, compared to 19.9% 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.
Holding all other key parameters static, reducing the recovery
rate by 10% would result in modeled rating movement on the rated
notes of zero to two 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.


SOUND POINT VI: Moody's Assigns B2 Rating on $15.75MM Cl. F Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to nine
classes of notes issued by Sound Point CLO VI, Ltd.:

$4,000,000 Class X Senior Secured Floating Rate Notes due 2026
(the "Class X Notes"), Definitive Rating Assigned Aaa (sf)

$360,000,000 Class A-1 Senior Secured Floating Rate Notes due
2026 (the "Class A-1 Notes"), Definitive Rating Assigned Aaa (sf)

$30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2026
(the "Class A-2 Notes"), Definitive Rating Assigned Aaa (sf)

$69,000,000 Class B Senior Secured Floating Rate Notes due 2026
(the "Class B Notes"), Definitive Rating Assigned Aa2 (sf)

$33,000,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class C Notes"), Definitive Rating Assigned
A2 (sf)

$33,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class D Notes"), Definitive Rating Assigned
Baa3 (sf)

$27,000,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2026 (the "Class E Notes"), Definitive Rating Assigned Ba3
(sf)

$15,750,000 Class F Junior Secured Deferrable Floating Rate Notes
due 2026 (the "Class F Notes"), Definitive Rating Assigned B2 (sf)

Up to U.S.$423,692,307 Combination Notes due 2026, which will be
composed of "Components" representing up to U.S.$360,000,000 Class
A-1 Notes and up to U.S $63,692,307 Class B Notes (the
"Combination Notes"), Definitive Rating Assigned Aa1 (sf). On the
closing date, the initial aggregate principal amount of the
Combination Notes will be $322,800,000, which will be composed of
components representing $274,274,510 of Class A-1 Notes and
$48,525,490 of Class B Notes.

The Class X Notes, the Class A-1 Notes, the Class A-2 Notes, the
Class B Notes, the Class C Notes, the Class D Notes, the Class E
Notes, the Class F Notes and the Combination 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.

Sound Point VI is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated first lien
senior secured corporate loans. At least 92.5% of the portfolio
must consist of senior secured loans, cash, and eligible
investments and up to 7.5% of the portfolio may consist of second
lien loans, senior unsecured loans and first-lien last-out loans.
The portfolio is approximately 90% ramped as of the closing date.

Sound Point Capital Management, LP (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 not reinvest any
principal proceeds.

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: $600,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 2615

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 7.00%

Weighted Average Recovery Rate (WARR): 46.5%

Weighted Average Life (WAL): 9 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 2615 to 3007)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1 Notes: -1

Class A-2 Notes: -1

Class B Notes: -2

Class C Notes: -2

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

Combination Notes: -2

Percentage Change in WARF -- increase of 30% (from 2615 to 3400)

Rating Impact in Rating Notches

Class X Notes: 0

Class A-1 Notes: -1

Class A-2 Notes: -1

Class B Notes: -3

Class C Notes: -4

Class D Notes: -2

Class E Notes: -1

Class F Notes: -2

Combination 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.


SOUTH COAST V: Moody's Hikes Rating on 2 Note Classes to 'B1'
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by South Coast Funding V, Ltd.:

$92,750,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due 2039 (current outstanding balance of $36,947,437),
Upgraded to B1 (sf); previously on May 7, 2010 Downgraded to Caa3
(sf)

$53,000,000 Class A-3 Second Priority Senior Secured Floating
Rate Notes Due 2039 (current outstanding balance of $21,112,821),
Upgraded to B1 (sf); previously on May 7, 2010 Downgraded to Caa3
(sf)

South Coast Funding V Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS, CMBS and Consumer ABS
loans originated between 2003 and 2004.

Ratings Rationale

These rating actions are due primarily to the deleveraging of the
senior notes and an increase in their over-collateralization
ratios since January 2014. Since then, the combined balances of
the Class A-2 and Class A-3 notes have been paid down by
approximately 58%, or $80 million. Based on Moody's calculation,
the over-collateralization (OC) ratio of the Class A-3 notes is
currently 136.98%, versus 97.01% in January 2014.

The trustee reported that, on December 5, 2012, the transaction
experienced an "Event of Default" due to a failure to maintain an
aggregate principal amount of Collateral Debt Securities and
Eligible Investments at least equal to 100% of the aggregate
principal amount of the Outstanding Class A and Class B notes, as
required under Section 5.1(d)of the July 4, 2004 indenture.
Holders of the majority of the controlling class have directed the
trustee to declare the notes immediately due and payable. The
Event of Default continues.

The rating actions also reflect the diversion of excess interest
proceeds to pay down the Class A-2 and Class A-3 notes as a result
of the acceleration in waterfall payments. On the August 2014
payment date, $0.5 million of interest proceeds were diverted to
pay down the principal balances of the Class A-2 and Class A-3
notes.

Under Section 5.4(b) of the indenture, the Holders of at least
66.66%, in principal amount, of each Class of the Notes, voting as
a separate Class, shall have the right to direct the Trustee in
writing in the conduct of any proceedings or in the sale or
liquidation of any or all 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 because of the unanimous voting requirement to liquidate,
the rating actions result in part from growing 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.

Loss and Cash Flow Analysis:

Moody's applies a Monte Carlo simulation framework in Moody's
CDOROM(TM) 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(TM)
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 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:

Class A-2: +2

Class A-3: +2

Class B: 0

Class C-1: 0

Class C-2: 0

Preference shares: 0

Caa ratings notched down by two rating notches:

Class A-2: -2

Class A-3: -2

Class B: 0

Class C-1: 0

Class C-2: 0

Preference shares: 0


SPRINGLEAF MORTGAGE 2011-1: S&P Affirms B Rating on Class B-2 Note
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 27
classes from four Springleaf Mortgage Loan Trust U.S. residential
mortgage-backed securities (RMBS) transactions.  The rating
actions follow S&P's review of the four transactions that were
issued in 2011 and 2012 and are backed by a mix of seasoned
adjustable- and fixed-rate subprime mortgage loans, which are
secured primarily by first liens on single- and multifamily
properties, manufactured housing, and parcels of land.

For these transactions, S&P considered specific performance
characteristics that, in its view, could add a layer of volatility
to S&P's loss assumptions when they are stressed at the rating
suggested by our cash flow models.  When S&P's model recommended
an upgrade, it affirmed its ratings on those classes instead to
account for this uncertainty and promote ratings stability.

In the Springleaf Mortgage Loan Trust 2011-1 transaction, excess
interest only covers basis risk shortfalls and is not used as
credit enhancement.  In addition, the transaction has experienced
increasing delinquencies.  As a result of the increasing
delinquencies and a static credit enhancement, S&P did not raise
any of its ratings and instead affirmed all of the ratings from
this transaction.

S&P is also limiting any potential upgrade on the 2012 Springleaf
Mortgage Loan Trust transactions due to the short deal seasoning
of approximately two years.  However, S&P believes the projected
credit support on each of the classes in these deals remained
relatively consistent with prior projections.

Each transaction receives credit support from excess interest,
overcollateralization, and subordination, except for Springleaf
Mortgage Loan Trust 2011-1, which has only subordination as credit
support. Classes receive principal and interest payments
sequentially in all of the transactions.

Each transaction has an interest reserve fund that can be used to
cover any interest shortfalls.  To date, no interest reserve fund
has been drawn upon.

According to S&P's counterparty criteria, it considered any
applicable hedges related to these securities when performing
these rating actions.

ECONOMIC OUTLOOK

When determining a U.S. RMBS collateral pool's relative credit
quality, S&P's loss expectations stem, to a certain extent, from
its view of how the loans will behave under various economic
conditions.  Standard & Poor's baseline macroeconomic outlook
assumptions for variables that it believes could affect
residential mortgage performance are as follows:

   -- A 6.3% unemployment rate for 2014, decreasing to 5.8% for
      2015;

   -- Home prices will increase 6% in 2014, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index;

   -- Real GDP growth will be 2.1% in 2014 and 3.0% in 2015;

   -- The 30-year mortgage rate will average 4.3% for 2014 and
      increase to 5.0% in 2015; and

   -- The inflation rate will be 1.9% in both 2014 and 2015.

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

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

   -- Total unemployment rises to 7.0% in 2014 and then 7.2% in
      2015;

   -- Downward pressure causes a 1.1% GDP growth in 2014, rising
      slightly to 1.2% in 2015;

   -- Home price momentum slows as potential buyers are not able
      to purchase property; and

   -- The 30-year fixed mortgage rate falls slightly to 4.3% in
      2014, but limited access to credit and pressure on home
      prices largely prevents consumers from capitalizing on such
      lower rates.

RATINGS AFFIRMED

Springleaf Mortgage Loan Trust 2011-1
Mortgage-backed notes series 2011-1

Class     CUSIP        Rating
A-1       85171UAA5    AAA (sf)
M-1       85171UAB3    AA (sf)
M-2       85171UAC1    A (sf)
M-3       85171UAD9    BBB (sf)
B-1       85171UAE7    BB (sf)
B-2       85171UAF4    B (sf)
A-2       85171UAJ6    AAA (sf)

Springleaf Mortgage Loan Trust 2012-1
Mortgage-backed notes series 2012-1

Class     CUSIP        Rating
A         85171VAA3    AAA (sf)
M-1       85171VAB1    AA (sf)
M-2       85171VAC9    A+ (sf)
M-3       85171VAD7    A- (sf)
B-1       85171VAE5    BBB (sf)
B-2       85171VAF2    BB (sf)

Springleaf Mortgage Loan Trust 2012-2
Mortgage-backed notes series 2012-2

Class     CUSIP        Rating
A         85171WAA1    AAA (sf)
M-1       85171WAB9    AA (sf)
M-2       85171WAC7    A+ (sf)
M-3       85171WAD5    A- (sf)
B-1       85171WAE3    BB (sf)
B-2       85171WAF0    B (sf)
M-4       85171WAJ2    BBB (sf)

Springleaf Mortgage Loan Trust 2012-3
Mortgage-backed notes series 2012-3

Class     CUSIP        Rating
A         85171YAA7    AAA (sf)
M1        85171YAB5    AA (sf)
M2        85171YAC3    A+ (sf)
M3        85171YAD1    A- (sf)
M4        85171YAE9    BBB (sf)
B1        85171YAF6    BB (sf)
B2        85171YAG4    B (sf)


STEELE CREEK 2014-1: Moody's Assigns Ba3 Rating on 2 Note Classes
-----------------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
notes issued by Steele Creek CLO 2014-1, Ltd.

$213,800,000 Class A-1 Senior Secured Floating Rate Notes due
2026 (the "Class A-1 Notes"), Definitive Rating Assigned Aaa (sf)

$40,000,000 Class A-2 Senior Secured Floating Rate Notes due 2026
(the "Class A-2 Notes"), Definitive Rating Assigned Aaa (sf)

$46,200,000 Class B Senior Secured Floating Rate Notes due 2026
(the "Class B Notes"), Definitive Rating Assigned Aa2 (sf)

$24,000,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class C Notes"), Definitive Rating Assigned
A2 (sf)

$25,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class D Notes"), Definitive Rating Assigned
Baa3 (sf)

$7,000,000 Class E-1 Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class E-1 Notes"), Definitive Rating Assigned
Ba3 (sf)

$12,500,000 Class E-2 Mezzanine Secured Deferrable Floating Rate
Notes due 2026 (the "Class E-2 Notes"), Definitive Rating Assigned
Ba3 (sf)

The Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the
Class C Notes, the Class D Notes, the Class E-1 Notes and the
Class E-2 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.

Steele Creek CLO is a managed cash flow CLO. The issued notes will
be collateralized primarily by broadly syndicated first lien
senior secured corporate loans. At least 95.0% of the portfolio
must consist of senior secured loans, cash, and eligible
investments, and up to 5.0% of the portfolio may consist of second
lien loans and unsecured loans. The portfolio is 75% ramped as of
the closing date.

Steele Creek Investment Management 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): 2750

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 7.50%

Weighted Average Recovery Rate (WARR): 47.0%

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 2750 to 3163)

Rating Impact in Rating Notches

Class A-1 Notes: 0

Class A-2 Notes: 0

Class B Notes: -1

Class C Notes: -2

Class D Notes: -1

Class E-1 Notes: 0

Class E-2 Notes: 0

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

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A-2 Notes: -1

Class B Notes: -3

Class C Notes: -3

Class D Notes: -2

Class E-1 Notes: -1

Class E-2 Notes: -1

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 one
notch higher than that of the benchmark CLO, which is Low/Medium.
The score of Medium reflects the fact that this transaction will
be the Manager's first CLO. 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 Score provides 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. The V Score applies to the entire
transaction, rather than individual tranches.


THL CREDIT 2014-2: Moody's Assigns 'B3' Rating on Class F Notes
---------------------------------------------------------------
Moody's Investors Service has assigned ratings to ten classes of
debt issued by THL Credit Wind River 2014-2 CLO Ltd.

Moody's rating action is as follows:

Up to $340,000,000 Class A-1 Senior Secured Floating Rate Notes
due 2026, with an initial principal amount of $140,000,000 (the
"Class A-1 Notes"), Assigned Aaa (sf)

$200,000,000 Class A Loans due 2026 (the "Class A Loans"),
Assigned Aaa (sf)

$50,000,000 Class A-2 Senior Secured Floating Rate Notes due 2026
(the "Class A-2 Notes"), Assigned Aaa (sf)

$62,000,000 Class B-1 Senior Secured Floating Rate Notes due 2026
(the "Class B-1 Notes"), Assigned Aa2 (sf)

$10,000,000 Class B-2 Senior Secured Floating Rate Notes due 2026
(the "Class B-2 Notes"), Assigned Aa2 (sf)

$28,500,000 Class C-1 Secured Deferrable Floating Rate Notes due
2026 (the "Class C-1 Notes"), Assigned A3 (sf)

$20,000,000 Class C-2 Secured Deferrable Floating Rate Notes due
2026 (the "Class C-2 Notes"), Assigned A3 (sf)

$30,500,000 Class D Secured Deferrable Floating Rate Notes due
2026 (the "Class D Notes"), Assigned Baa3 (sf)

$31,000,000 Class E Secured Deferrable Floating Rate Notes due
2026 (the "Class E Notes"), Assigned Ba3 (sf)

$10,700,000 Class F Secured Deferrable Floating Rate Notes due
2026 (the "Class F Notes"), Assigned B3 (sf)

The Class A-1 Notes, the Class A Loans, the Class A-2 Notes, the
Class B-1 Notes, the Class B-2 Notes, the Class C-1 Notes, the
Class C-2 Notes, the Class D Notes, the Class E Notes and the
Class F Notes are referred to herein, collectively, as the "Rated
Debt." At closing, the Class A-1 Notes will have a principal
balance of U.S.$140,000,000 and the Class A Loans will have a
principal balance of U.S.$200,000,000. At any time, the Class A
Loans may be converted in whole or in part to Class A-1 Notes.
However, the aggregate balance of the Class A-1 Notes and the
Class A Loans may never exceed $340,000,000.

Ratings Rationale

Moody's ratings of the Rated Debt address the expected losses
posed to debtholders. 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.

THL Credit Wind River 2014-2 is a managed cash flow CLO. The
issued debt 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 underlying portfolio to be 47% ramped as of the
closing date.

THL Credit Advisors LLC (the "Manager") will direct the selection,
acquisition and disposition of the assets on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's 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 Debt, 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 and loans 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: $620,000,000

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2790

Weighted Average Spread (WAS): 3.85%

Weighted Average Coupon (WAC): 7.0%

Weighted Average Recovery Rate (WARR): 48.5%

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 Debt is subject to uncertainty. The
performance of the Rated Debt 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 Debt.

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 Debt. 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 Debt
(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 2790 to 3209)

Rating Impact in Rating Notches

Class A-1 Notes: 0

Class A Loans: 0

Class A-2 Notes: 0

Class B-1 Notes: -1

Class B-2 Notes: -1

Class C-1 Notes: -1

Class C-2 Notes: -1

Class D Notes: -1

Class E Notes: 0

Class F Notes: 0

Percentage Change in WARF -- increase of 30% (from 2790 to 3627)

Rating Impact in Rating Notches

Class A-1 Notes: -1

Class A Loans: -1

Class A-2 Notes: -1

Class B-1 Notes: -2

Class B-2 Notes: -2

Class C-1 Notes: -3

Class C-2 Notes: -3

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.

Moody's V Score provides 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. The V Score applies to the entire
transaction, rather than individual tranches.


TRAPEZA CDO XII: Moody's Ups Rating on $49MM Cl. B Notes to Caa2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Trapeza CDO XII, Ltd.:

$68,000,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes due 2042, Upgraded to Ba1 (sf); previously on June 26,
2014 B3 (sf) Placed Under Review for Possible Upgrade;

$19,000,000 Class A-3 Third Priority Senior Secured Floating Rate
Notes due 2042, Upgraded to Ba2 (sf); previously on June 26, 2014
Caa3 (sf) Placed Under Review for Possible Upgrade;

$49,000,000 Class B Fourth Priority Secured Deferrable Floating
Rate Notes due 2042 (current balance of $51,095,150.80, including
deferred interest), Upgraded to Caa2 (sf); previously on June 26,
2014 Ca (sf) Placed Under Review for Possible Upgrade.

Moody's also confirmed the rating on the following notes:

$250,000,000 Class A-1 First Priority Senior Secured Floating
Rate Notes due 2042 (current outstanding balance $193,618,551.53),
Confirmed at Baa1 (sf); previously on June 26, 2014 Baa1 (sf)
Placed Under Review for Possible Upgrade.

Trapeza CDO XII, Ltd., issued in March 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 updates to Moody's
TruPS CDO methodology, as described in "Moody's Approach to Rating
TruPS CDOs" published in June 2014, an increase in the
transaction's overcollateralization ratios, the deleveraging of
the Class A-1 notes, the resumption of interest payments of
previously deferring assets, and the improvement in the credit
quality of the underlying portfolio since January 1, 2014.

The transaction has benefited from the updates to Moody's TruPS
CDO methodology. These updates include: (1) removing the 25% macro
default probability stress for bank and insurance TruPS; (2)
expanding the default timing profiles from one to six probability-
weighted scenarios; (3) incorporating a redemption profile for
bank and insurance TruPS; (4) using a loss distribution generated
by Moody's CDOROM(TM) for deals that do not permit reinvestment;
(5) giving full par credit to deferring bank TruPS that meet
certain criteria; and (6) raising the assumed recovery rate for
insurance TruPS.

In addition, the Class A-1 notes have paid down by approximately
3.6% or $7.2 million since January 2014, using the diversion of
excess interest proceeds. The Class A-1 notes' par coverage has
improved to 187.6%, by Moody's calculations. Based on the
trustee's July 2014 report, the Class A, Class B, and Class C
overcollateralization (OC) ratios were 128.52% (limit 127.5%),
108.72% (limit 117.0%), and 93.53% (limit 109.0%), versus 115.90%,
98.46%, and 85.18% in January 2014. Due to the Class B OC test
failure, 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. Additionally,
since April 2014, the deal has started paying current interest on
the Class B notes after curing the breach of the Class A OC test,
although deferred interest on the Class B notes will remain
outstanding as long as the Class B OC test continues to fail.

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 892 since
January 2014. The total par amount that Moody's treated as having
defaulted or deferring declined to $113.4 million from $173.9
million as of January 1, 2014. Three previously deferring banks
with a total par of $45.0 million have resumed making interest
payments on their TruPS since that time, and Moody's gave full par
credit to another two deferring assets with a total par of $15.5
million because they met certain criteria in the updated
methodology.

In taking the foregoing actions, Moody's also announced that it
had concluded its review of its ratings on the issuer's Class A-1,
A-2, A-3 and B notes announced on June 26, 2014. At that time,
Moody's had placed the ratings on review for upgrade as a result
of the aforementioned methodology updates.

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 as having a principal proceeds balance
and performing par (after treating deferring securities as
performing if they meet certain criteria) of $363.3 million,
defaulted par of $113.4 million, a weighted average default
probability of 8.75% (implying a WARF of 892), 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.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Moody's
Approach to Rating TruPS CDOs," published in June 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: 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. Because these are not public ratings, they are
subject to additional estimation uncertainty.

Loss and Cash Flow Analysis

Moody's applied a Monte Carlo simulation framework in Moody's
CDOROM(TM) v.2.13.1 to model the loss distribution for TruPS CDOs.
The simulated defaults and recoveries for each of the Monte Carlo
scenarios defined the reference pool's loss distribution. Moody's
then used the loss distribution as an input in its CDOEdge(TM)
cash flow model. CDOROM(TM) v. 2.13.1 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 mainly 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 Analytics,
to derive credit scores. Moody's evaluation of the credit risk of
most of the bank obligors in the pool relies on FDIC Q1-2014
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 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):

Assuming a two-notch upgrade to assets with below-investment grade
ratings or rating estimates (WARF of 554)

Class A-1: +2

Class A-2: +2

Class A-3: +2

Class B: +3

Class C-1: 0

Class C-2: 0

Assuming a two-notch downgrade to assets with below-investment
grade ratings or rating estimates (WARF of 1420)

Class A-1: -1

Class A-2: -2

Class A-3: -2

Class B: -2

Class C-1: 0

Class C-2: 0


WASATCH CLO: S&P Raises Rating on Type IV Notes to 'CC'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
D notes from Wasatch CLO Ltd., a collateralized loan obligation
CLO) transaction managed by Invesco Senior Secured Management Inc.
At the same time, Standard & Poor's removed this rating from
CreditWatch, where it was placed with positive implications on
June 18, 2014.  In addition, S&P lowered its rating on the class
Type IV notes from the same transaction.  S&P also affirmed its
ratings on the transaction's class A-1a, A-1b, A-2, B, and C
notes.

The transaction's documents permit the class D note to get paid
down after the end of the reinvestment period but restrict such
paydowns to 50% of the interest proceeds available after payment
of the subordinated management fees to the portfolio manager.
(The subordinate management fee to the manager is, in turn, paid
only after the transaction is tested for the class D coverage
ratios and after payments, if any, to cure any class D coverage
test failure.)

Following the end of the reinvestment period in Nov. 2013, the
transaction commenced paying down the class A-1a and A-1b notes,
which are pari passu.  The class D notes also received paydowns
due to the previously mentioned structural feature.  After the
most recent paydowns on Aug. 14, the class D balance is $1.8
million, which is 13.8% of its original issuance.  The lower
balance improved its credit support, which drove the upgrade.

However, the rating on the class D note is affected by S&P's
largest obligor default test, a supplemental stress test to
address the potential concentration of exposure to obligors in the
transaction's portfolio by assessing the effect of several of the
largest obligors defaulting simultaneously.  The class D notes can
only pass the largest obligor default test at the 'A (sf)' rating
category, though S&P's cash flow analysis indicated a higher
rating.

The affirmations of class A-1a, A-1b, A-2, B, and C notes reflect
the adequate credit support available at the current ratings.  The
cash flow analysis indicated that the class A-2 and B note ratings
could be raised by a notch.  However, the cushion at the higher
ratings and the results of S&P's various sensitivity analysis
played a role in our decision to affirm those ratings rather than
raise them.

The class Type IV notes are backed by a synthetic CLO (Fermat
Ltd.) note component and a subordinate note component of Wasatch
CLO Ltd.  Although the Type IV notes continue to receive payments
that reduced the outstanding balance to $7.06 million (as per the
Aug. 16, 2014, note payment report), S&P lowered the rating on
Fermat Ltd. to 'D (sf)' in March 2013--and subsequently withdrew
it--due to a reduction in its notional balance following principal
losses in the underlying reference portfolio.  Given the reliance
on some portion of Fermat Ltd. notes' principal and interest
distributions, S&P lowered its rating on the class Type IV notes
to 'CC (sf)'.  The downgrade of the composite notes reflects S&P's
view of the likelihood that proceeds from the underlying
collateral components will be insufficient to pay the full
principal balance at maturity.

S&P's review of this transaction included a cash flow analysis to
estimate future performance based on the portfolio and transaction
reflected in the 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, ultimate principal, or both to each of the rated
tranches.  In S&P's view, the cash flow analysis demonstrated that
all of the rated outstanding classes have adequate credit
enhancement available at the rating levels associated with these
rating actions.

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 further
rating actions as it deems necessary.

CASH FLOW RESULTS AND SENSITIVITY ANALYSIS

Wasatch CLO  Ltd.

                            Cash flow
       Previous             implied     Cash flow    Final
Class  rating               rating      cushion (i)  rating
A-1a   AA+ (sf)             AA+ (sf)    7.13%        AA+ (sf)
A-1b   AA+ (sf)             AA+ (sf)    7.13%        AA+ (sf)
A-2    AA (sf)              AA+ (sf)    1.29%        AA (sf)
B      A- (sf)              A (sf)      1.08%        A- (sf)
C      BBB- (sf)            BBB- (sf)   2.62%        BBB- (sf)
D      BB (sf)/Watch Pos    AAA (sf)    30.13%       A+ (sf)

(i) The cash flow cushion is the excess of the tranche break-even
     default rate above the scenario default rate at the cash flow
     implied rating for a given class of rated notes.

RECOVERY RATE AND CORRELATION SENSITIVITY

In addition to S&P's base-case analysis, it generated 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 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.

Correlation         Within          Between
Scenario            industry (%)    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-1a   AA+ (sf)   AA+ (sf)   AA+ (sf)    AA+ (sf)    AA+ (sf)
A-1b   AA+ (sf)   AA+ (sf)   AA+ (sf)    AA+ (sf)    AA+ (sf)
A-2    AA+ (sf)   AA- (sf)   AA- (sf)    AA+ (sf)    AA (sf)
B      A (sf)     BBB+ (sf)  A- (sf)     A+ (sf)     A- (sf)
C      BBB- (sf)  BB+ (sf)   BBB- (sf)   BBB+ (sf)   BBB- (sf)
D      AAA (sf)   AAA (sf)   AAA (sf)    AAA (sf)    A+ (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-1a   AA+ (sf)     AA+ (sf)      A+ (sf)       AA+ (sf)
A-1b   AA+ (sf)     AA+ (sf)      A+ (sf)       AA+ (sf)
A-2    AA+ (sf)     AA (sf)       A+ (sf)       AA (sf)
B      A (sf)       A- (sf)       BB+ (sf)      A- (sf)
C      BBB- (sf)    BB+ (sf)      B+ (sf)       BBB- (sf)
D      AAA (sf)     AAA (sf)      AAA (sf)      A+ (sf)

RATING AND CREDITWATCH ACTIONS

Wasatch CLO Ltd.

                   Rating
Class        To              From
D            A+ (sf)         BB (sf)/Watch Pos
Type IV      CC (sf)         CCC- (sf)

RATINGS AFFIRMED

Wasatch CLO Ltd.

Class        Rating
A-1a         AA+ (sf)
A-1b         AA+ (sf)
A-2          AA (sf)
B            A- (sf)
C            BBB- (sf)


WELLS FARGO 2011-C5: Fitch Affirms 'Bsf' Rating on Class G Notes
----------------------------------------------------------------
Fitch Ratings has affirmed 12 classes of Wells Fargo Bank, N.A.
Commercial Mortgage Trust 2011-C5 certificates.

Key Rating Drivers

The affirmations are based on the stable performance of the
underlying collateral.  As of the August 2014 distribution date,
the pool's aggregate principal balance has been reduced by 3.6% to
$1.05 billion from $1.09 billion at issuance.

The pool has experienced no realized losses to date.  Fitch has
not designated any loans as Fitch Loans of Concern, and no loans
are currently in special servicing.  Since issuance only one loan
(0.61% of the pool) has been in special servicing due to a
borrower bankruptcy, which was resolved by a change in ownership
the property's performance remains stable.  There is $11,861 of
interest shortfalls currently affecting the non-rated class H.

The largest loan of the pool (19%) is secured by The Domain, an
878,974-square foot (sf) lifestyle center comprised of retail and
office space located in Austin, TX.  The mall features four
anchors, Dillard's and Macy's, which are non-collateral, and
Dick's Sporting Goods, and Neiman Marcus.  The property's year-end
2013 DSCR increased to 1.82x from 1.56x as of year-end 2012.  The
servicer reported occupancy also increased slightly to 95% as
Dec. 2013 from 92% as of year-end 2012.

The second largest loan (8.1%) is secured by The Puck Building, a
206,693-sf mixed use retail and office property located in the
SoHo neighborhood of Manhattan in New York City.  The building was
recently renovated and repositioned as a residential and
commercial development.  The collateral for the loan is 162,298-sf
of office space along with 44,395-sf of retail.  The property's
performance has improved significantly over the last two years due
to tenant rent abatements that ended in 2012.  DSCR for 2013
increased to 1.40x from 0.43x as of year-end 2011.

Fitch is closely monitoring the tenth largest loan (2.2%), the
Ascent Hotel Portfolio.  The loan is comprised of four cross-
collateralized limited-service hotels, located in secondary
markets throughout Alabama and Mississippi, totaling 325 rooms.
The properties were redeveloped and rebranded under the Hampton
Inn and Holiday Inn flags within the last 6 years.  As noted in
Fitch's presale report at issuance, limited operating history was
available due to the recent construction of the properties.  As
per the servicer-reported financials, the portfolio's revenue has
been declining since 2011.  As of year-end 2013, net operating
income is performing 28% below that of underwritten at issuance.
However, as per the third-quarter 2013 Smith Travel Research
Report, the portfolio as a whole remains competitive in their
respective market sets.

RATING SENSITIVITIES

The Rating Outlooks on all classes remain Stable.  Due to the
recent issuance of the transaction and stable performance, Fitch
does not foresee positive or negative ratings migration until a
material economic or asset level event changes the transaction's
overall portfolio-level metrics.

Fitch affirms these classes as indicated:

   -- $27.8 million class A-1 at 'AAAsf'; Outlook Stable
   -- $118.4 million class A-2 at 'AAAsf'; Outlook Stable
   -- $107.9 million class A-3 at 'AAAsf'; Outlook Stable
   -- $471 million class A-4 at 'AAAsf'; Outlook Stable
   -- $85.9 million class A-S at 'AAAsf'; Outlook Stable
   -- $810.9 million* class X-A at 'AAA' Outlook Stable
   -- $54.6 million class B at 'AAsf'; Outlook Stable
   -- $40.9 million class C at 'Asf'; Outlook Stable
   -- $25.9 million class D at 'BBB+sf'; Outlook Stable
   -- $49.1 million class E at 'BBB-sf'; Outlook Stable
   -- $17.7 million class F at 'BBsf'; Outlook Stable
   -- $16.4 million class G at 'Bsf'; Outlook Stable.

* Notional amount and interest-only.

Fitch does not rate the class H and X-B certificates.


WELLS FARGO 2014-C22: Fitch to Rate Class E Notes 'BBsf'
--------------------------------------------------------
Fitch Ratings has issued a presale report on Wells Fargo Bank,
N.A.'s WFRBS Commercial Mortgage Trust 2014-C22 Pass-Through
Certificates.

Fitch expects to rate the transaction and assign Rating Outlooks
on:

   -- $57,333,000 Class A-1 'AAAsf'; Outlook Stable;
   -- $75,863,000 Class A-2 'AAAsf'; Outlook Stable;
   -- $59,936,000 Class A-3 'AAAsf'; Outlook Stable;
   -- $360,000,000 Class A-4 'AAAsf'; Outlook Stable;
   -- $386,043,000 Class A-5 'AAAsf'; Outlook Stable;
   -- $102,144,000 Class A-SB 'AAAsf'; Outlook Stable;
   -- $104,132,000b Class A-S 'AAAsf'; Outlook Stable;
   -- $1,145,451,000* Class X-A 'AAAsf'; Outlook Stable;
   -- $68,802,000b Class B 'AA-sf'; Outlook Stable;
   -- $52,066,000b Class C 'A-sf'; Outlook Stable;
   -- $225,000,000b Class PEX 'A-sf'; Outlook Stable;
   -- $31,611,000*a Class X-C 'BBsf'; Outlook Stable;
   -- $14,876,000*a Class X-D 'Bsf'; Outlook Stable;
   -- $111,570,000a Class D 'BBB-sf'; Outlook Stable;
   -- $31,611,000a Class E 'BBsf'; Outlook Stable;
   -- $14,876,000a Class F 'Bsf'; Outlook Stable.

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

The expected ratings are based on information provided by the
issuer as of Aug. 28, 2014.  Fitch does not expect to rate the
$232,438,000 interest-only class X-B, $63,223,793 interest-only
class X-E, $29,558,534 interest-only class X-Y, or the $63,223,793
class G.

The certificates represent beneficial ownership in the trust,
primary assets of which are 129 loans secured by 172 commercial
properties having an aggregate principal balance of approximately
$1.487 billion as of the cutoff date.  The loans were contributed
to the trust by Wells Fargo Bank, National Association, The Royal
Bank of Scotland, Rialto Mortgage Finance, LLC, Liberty Island
Group I LLC, NCB, FSB, C-III Commercial Mortgage LLC, Basis Real
Estate Capital II, LLC, and Walker & Dunlop Commercial Property
Funding I WF, LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 62.2% of the properties
by balance, cash flow analysis of 70.7%, and asset summary reviews
on 68.8% of the pool.

KEY RATING DRIVERS

Fitch Leverage: The pool's Fitch DSCR and LTV are 1.47x and
106.2%, respectively, compared with the first-half 2014 averages
of 1.19x and 105.6%, respectively.  However, excluding the co-op
properties, the pool's Fitch DSCR and LTV are 1.16x and 110.1%,
respectively.  This represents higher leverage than recent Fitch-
rated fixed-rate deals, excluding the 19 loans collateralized by
cooperative housing (co-op) properties.

Diverse Pool: The pool is diverse by loan size and sponsor as
compared to recent transactions, as evidenced by a loan
concentration index (LCI) of 317 and sponsor concentration index
(SCI) of 330.  Also, the 10 largest loans represent 43.6% of the
total pool balance, which is lower than the average 2013 top 10
concentration of 54.5% and the first-half of 2014 average of
52.5%.

Single-Tenant Assets: Of the Top 20 loans, there are five loans
(9.3% of the pool) that are secured by properties leased to a
single tenant.  This includes both CSM Bakery Portfolios (4.6%),
Preferred Freezer Houston (1.7%), 400 Atlantic (1.7%), and Lincoln
Plaza (1.2%).

Limited Amortization: Approximately 17% of the pool is full-term
interest-only, and 41.8% of the pool is partial-term interest-
only.  Four loans within the pool (8.7%) are structured as ARD
loans.  The remainder of the pool (77 loans, 32.5%) consists of
amortizing balloon loans with loan terms of five to 10 years.
Based on the scheduled balance at maturity, the pool will have
paid down 11.2%.

RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 7.31% below
the most recent NOI (for properties for which a recent 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 WFRBS 2014-C22 certificates and found that the
transaction displays average sensitivity to further declines in
NCF.  In a scenario in which NCF declined a further 20% from
Fitch's NCF, a downgrade of the junior 'AAAsf' certificates to 'A-
sf' could result.  In a more severe scenario, in which NCF
declined a further 30% from Fitch's NCF, a downgrade of the junior
'AAAsf' certificates to 'BBB-sf' could result.  The presale report
includes a detailed explanation of additional stresses and
sensitivities on pages 80 - 81.

The master servicers will be Wells Fargo Bank, National
Association and NCB, FSB, rated 'CMS1-' and 'CMS2-', respectively,
by Fitch.  The special servicers will be CWCapital Asset
Management, LLC and NCB, FSB rated 'CSS1-' and 'CSS3+',
respectively, by Fitch.


* Moody's Takes Action on $142MM RMBS Issued 2003-2004
------------------------------------------------------
Moody's Investors Service, on Aug. 21, 2014, upgraded the ratings
of six tranches and downgraded the ratings of 26 tranches from
nine transactions issued by Banc of America and Bear Stearns. The
tranches are backed by Alt-A RMBS loans issued from 2003 to 2004.

Complete rating actions are as follows:

Issuer: Banc of America Alternative Loan Trust 2003-6

Cl. 1-NC-3, Upgraded to Ba1 (sf); previously on Apr 13, 2012
Downgraded to Ba3 (sf)

Cl. 1-NC-4, Upgraded to B1 (sf); previously on Apr 13, 2012
Downgraded to B2 (sf)

Cl. 2-A-1, Downgraded to B1 (sf); previously on Apr 13, 2012
Downgraded to Ba2 (sf)

Cl. 2-A-WIO, Downgraded to B1 (sf); previously on Apr 13, 2012
Confirmed at Ba3 (sf)

Cl. PO, Downgraded to Ba3 (sf); previously on Apr 13, 2012
Downgraded to Ba2 (sf)

Issuer: Banc of America Alternative Loan Trust 2004-1

Cl. 4-A-1, Downgraded to B2 (sf); previously on Oct 18, 2013
Downgraded to Ba3 (sf)

Cl. 5-A-1, Downgraded to Ba3 (sf); previously on Apr 13, 2012
Downgraded to Ba1 (sf)

Cl. 5-A-2, Downgraded to Ba3 (sf); previously on Oct 18, 2013
Downgraded to Ba1 (sf)

Cl. 5-A-3, Downgraded to Caa1 (sf); previously on Oct 18, 2013
Downgraded to B3 (sf)

Cl. PO, Downgraded to B3 (sf); previously on Feb 27, 2013 Affirmed
B1 (sf)

Issuer: Banc of America Alternative Loan Trust 2004-11

Cl. 1-CB-1, Downgraded to Caa1 (sf); previously on Mar 15, 2011
Downgraded to B3 (sf)

Cl. 3-A-1, Downgraded to Ba3 (sf); previously on Jun 21, 2012
Upgraded to Ba1 (sf)

Cl. 4-A-1, Downgraded to Ba3 (sf); previously on Jun 21, 2012
Downgraded to Ba1 (sf)

Cl. 2-CB-1, Downgraded to Caa1 (sf); previously on Mar 15, 2011
Downgraded to B3 (sf)

Cl. 2-CB-2, Downgraded to C (sf); previously on Jun 21, 2012
Downgraded to Ca (sf)

Cl. 15-PO, Downgraded to B1 (sf); previously on Jun 21, 2012
Upgraded to Ba2 (sf)

Cl. CB-IO, Downgraded to Caa1 (sf); previously on Jun 21, 2012
Confirmed at B3 (sf)

Cl. X-PO, Downgraded to Caa1 (sf); previously on Mar 15, 2011
Downgraded to B3 (sf)

Issuer: Banc of America Alternative Loan Trust 2004-4

Cl. 4-A-5, Downgraded to Caa2 (sf); previously on Jun 21, 2012
Downgraded to Caa1 (sf)

Cl. 4-IO, Downgraded to Caa2 (sf); previously on Jun 21, 2012
Downgraded to B3 (sf)

Cl. 5-A-1, Downgraded to Caa1 (sf); previously on Jun 21, 2012
Upgraded to B2 (sf)

Cl. 6-A-1, Downgraded to Caa1 (sf); previously on Mar 15, 2011
Downgraded to B2 (sf)

Cl. 15-IO, Downgraded to Caa1 (sf); previously on Jun 21, 2012
Confirmed at B2 (sf)

Cl. PO, Downgraded to Caa1 (sf); previously on Jun 21, 2012
Downgraded to B2 (sf)

Issuer: Banc of America Alternative Loan Trust 2004-5

Cl. 3-IO, Downgraded to B3 (sf); previously on Jun 21, 2012
Downgraded to B1 (sf)

Cl. 4-IO, Downgraded to B1 (sf); previously on Jun 21, 2012
Confirmed at Ba3 (sf)

Issuer: Banc of America Alternative Loan Trust 2004-6

Cl. 3-A-1, Downgraded to B1 (sf); previously on Apr 13, 2012
Downgraded to Ba3 (sf)

Cl. 3-IO, Downgraded to B1 (sf); previously on Apr 13, 2012
Confirmed at Ba3 (sf)

Issuer: Bear Stearns ALT-A Trust 2004-3

Cl. M-2, Upgraded to B3 (sf); previously on Oct 22, 2013 Upgraded
to Caa2 (sf)

Issuer: Bear Stearns ALT-A Trust 2004-6

Cl. M-2, Upgraded to Caa3 (sf); previously on Mar 14, 2011
Downgraded to C (sf)

Issuer: Bear Stearns ALT-A Trust 2004-8

Cl. II-A, Upgraded to Baa2 (sf); previously on Mar 14, 2011
Downgraded to Ba1 (sf)

Cl. M-1, Upgraded to Caa1 (sf); previously on Mar 14, 2011
Downgraded to 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 rating upgrades are due to stable pool performance and build
up of credit enhancement from excess spread. The rating downgrades
are due to the weak performance of the underlying collateral.

The rating actions on Banc of America Alternative Loan Trust 2003-
6, 2004-1 and 2004-6 also reflect updates and corrections to the
cash-flow models used by Moody's in rating these transactions. For
all three transactions the modeling changes pertain to the
calculation of the senior percentage post subordination depletion.
For Series 2003-6 and 2004-6, the changes also pertain to the loss
allocation to the bonds. For Series 2004-1, the changes also
pertain to the interest payments 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 6.2% in July 2014 from 7.3% in
July 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 $458MM of RMBS Issued 2003-2004
---------------------------------------------------------
Moody's Investors Service, on Aug. 25, 2014, upgraded the ratings
of 11 tranches and downgraded the ratings of seven tranches from
six transactions backed by Alt-A and Option ARM RMBS loans, issued
by multiple issuers.

Complete rating actions are as follows:

Issuer: Impac CMB Trust Series 2004-4 Collateralized Asset-Backed
Bonds, Series 2004-4

Cl. 1-A-3, Upgraded to B1 (sf); previously on Jul 12, 2012
Downgraded to B3 (sf)

Cl. 1-M-1, Upgraded to B3 (sf); previously on Jul 12, 2012
Downgraded to Caa2 (sf)

Cl. 1-M-2, Upgraded to Caa1 (sf); previously on Jul 12, 2012
Downgraded to Caa3 (sf)

Cl. 1-M-3, Upgraded to Caa2 (sf); previously on Jul 12, 2012
Downgraded to Caa3 (sf)

Cl. 2-A-1, Downgraded to B1 (sf); previously on Jul 12, 2012
Downgraded to Ba2 (sf)

Cl. 2-A-2, Downgraded to B1 (sf); previously on Jul 12, 2012
Downgraded to Ba2 (sf)

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2003-1

Cl. A-1, Downgraded to A3 (sf); previously on Jul 12, 2012
Downgraded to A2 (sf)

Cl. M-1, Downgraded to Ba2 (sf); previously on Jul 12, 2012
Downgraded to Baa3 (sf)

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2003-3

Cl. A-1, Downgraded to Baa2 (sf); previously on Jul 12, 2012
Downgraded to A3 (sf)

Cl. M-1, Downgraded to B1 (sf); previously on Jul 12, 2012
Downgraded to Ba2 (sf)

Issuer: IndyMac INDX Mortgage Loan Trust 2007-FLX3

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

Issuer: Structured Asset Mortgage Investments II Trust 2007-AR3

Cl. I-A-2, Downgraded to Caa1 (sf); previously on Dec 14, 2010
Confirmed at B2 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2005-AR1

Cl. A-1B, Upgraded to Caa3 (sf); previously on Dec 15, 2010
Downgraded to Ca (sf)

Cl. A-2A1, Upgraded to Ba3 (sf); previously on Apr 30, 2013
Upgraded to B3 (sf)

Cl. A-2A3, Upgraded to Ba3 (sf); previously on Apr 30, 2013
Upgraded to B3 (sf)

Cl. A-2B, Upgraded to Caa3 (sf); previously on Dec 15, 2010
Downgraded to C (sf)

Cl. A-3, Upgraded to Caa1 (sf); previously on Dec 15, 2010
Downgraded to Caa3 (sf)

Cl. X, Upgraded to Caa2 (sf); previously on Apr 30, 2013 Upgraded
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. The ratings upgraded are due to stable pool performance
and build up of credit enhancement. The ratings downgraded are due
to the weaker performance of the underlying collateral and the
erosion of enhancement available for those 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 6.2% in July 2014 from 7.3% in
July 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.


* Moody's Hikes Rating on $65MM of Subprime RMBS Deals
------------------------------------------------------
Moody's Investors Service, on Aug. 22, 2014, upgraded the ratings
of 16 tranches from six transactions backed by Subprime mortgage
loans.

Complete rating actions are as follows:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
HE2

Cl. M-2, Upgraded to Ba2 (sf); previously on Apr 16, 2012
Confirmed at B1 (sf)

Cl. M-3, Upgraded to B2 (sf); previously on Oct 21, 2013 Upgraded
to Caa1 (sf)

Cl. M-4, Upgraded to Caa2 (sf); previously on Oct 21, 2013
Upgraded to Ca (sf)

Cl. M-5, Upgraded to Ca (sf); previously on Mar 15, 2011
Downgraded to C (sf)

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
HE4

Cl. M-2, Upgraded to B2 (sf); previously on Mar 15, 2011
Downgraded to Caa1 (sf)

Cl. M-3, Upgraded to Caa3 (sf); previously on Apr 16, 2012
Downgraded to C (sf)

Issuer: AMRESCO Residential Mortgage Loan Trust 1998-2

A-5, Upgraded to Ba3 (sf); previously on Mar 24, 2011 Downgraded
to B2 (sf)

A-6, Upgraded to Ba2 (sf); previously on Mar 24, 2011 Downgraded
to B1 (sf)

Issuer: AMRESCO Residential Mortgage Loan Trust 1998-3

M-1A, Upgraded to B1 (sf); previously on Mar 24, 2011 Downgraded
to B3 (sf)

Issuer: Citigroup Mortgage Loan Trust, Series 2004-RES1

Cl. M-1, Upgraded to Baa3 (sf); previously on Apr 9, 2012
Confirmed at Ba2 (sf)

Cl. M-2, Upgraded to Ba2 (sf); previously on Jan 24, 2014 Upgraded
to B1 (sf)

Cl. M-3, Upgraded to B3 (sf); previously on Jan 24, 2014 Upgraded
to Caa2 (sf)

Cl. M-4, Upgraded to Caa1 (sf); previously on Jan 24, 2014
Upgraded to Caa3 (sf)

Cl. M-5, Upgraded to Caa3 (sf); previously on Mar 7, 2011
Downgraded to C (sf)

Issuer: Equifirst Mortgage Loan Trust 2004-3

Cl. M-4, Upgraded to Ba2 (sf); previously on Mar 5, 2013
Downgraded to B1 (sf)

Cl. M-5, Upgraded to B1 (sf); previously on Mar 5, 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 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 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 6.2% in July 2014 from 7.3% in
July 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.


* S&P Lowers Rating on 93 Classes From 68 RMBS Deals to 'D(sf)'
---------------------------------------------------------------
Standard & Poor's Ratings Services, on Aug. 28, 2014, lowered its
ratings to 'D (sf)' on 93 classes of mortgage pass-through
certificates from 68 U.S. residential mortgage-backed securities
(RMBS) transactions issued between 2002 and 2009.  At the same
time, S&P placed its 'B- (sf)' rating on First Horizon Mortgage
Pass-Through Trust 2006-AR2's class III-A-1 on CreditWatch with
negative implications because another class from the transaction
defaulted from a rating above 'CCC'.

The downgrades reflect S&P's assessment of principal write-downs
on the affected classes during recent remittance periods.  Before
the rating actions, S&P rated all of these classes either 'CCC
(sf)' or 'CC (sf)', except for class II-1A-1 from Bear Stearns
Asset Backed Securities I Trust 2006-HE10, rated 'B+ (sf)', and
classes I-A-1 from First Horizon Mortgage Pass-Through Trust 2006-
AR2 and I-A-2 from Structured Asset Mortgage Investments II Trust
2007-AR3, which S&P rated 'B- (sf)'.  These three transactions are
backed by RMBS subprime, prime jumbo, and negative amortization
collateral, respectively.  S&P is placing its rating on First
Horizon Mortgage Pass-Through Trust 2006-AR2's class III-A-1 on
CreditWatch with negative implications because its class I-A-1
defaulted from 'B- (sf)'; S&P expects to resolve the placement
after fully reviewing this transaction.  All other ratings within
these transactions were already rated below 'B- (sf)'.

The 93 defaulted classes consist of the following:

   -- 23 classes from Alternative-A transactions (24.45%);
   -- 22 from subprime transactions (23.65%);
   -- 21 from prime jumbo transactions (22.58%);
   -- 15 from resecuritized real estate mortgage investment
      conduit (re-REMIC) transactions (16.13%);
   -- Nine from RMBS negative amortization transactions (9.68%);
   -- Two from outside-the-guidelines transactions;
   -- One from a small balance commercial transaction.

All of the transactions in this review receive credit enhancement
from a combination of subordination, excess spread, and
overcollateralization (where applicable).

S&P will continue to monitor its ratings on securities that
experience principal write-downs and adjust them as S&P considers
appropriate according to its criteria.


* S&P Lowers 49 Ratings on 3 Classes From 22 Transactions
---------------------------------------------------------
Standard & Poor's Ratings Services lowered 49 ratings, including
eight to 'D(sf)', from 20 U.S. residential mortgage-backed
securities (RMBS) transactions issued from 2002-2005 and removed
31 of them from CreditWatch where they were placed with negative
implications.  In addition, S&P affirmed 66 ratings from 17
transactions and removed one of them from CreditWatch negative.
Lastly, S&P withdrew three ratings from one transaction.

The rating actions resolve a portion of the ratings that S&P
placed on CreditWatch negative in May 2014 and June 2014 because
the trustees reported possible interest shortfalls.

All of the transactions in this review were issued between 2002
and 2005 and are supported by a mix of fixed- and adjustable-rate
Alternative-A (Alt-A), prime jumbo, negative amortization (Neg-
Am), reperforming, small balance commercial, and subprime mortgage
loans secured primarily by first-liens on one- to four-family
residential properties.

S&P lowered 37 ratings from 19 transactions, including eight to 'D
(sf)', and removed 30 of them from CreditWatch negative based on
S&P's assessment of interest shortfalls on the affected classes
during recent remittance periods.  S&P derived the lowered ratings
by applying its interest shortfall criteria.  S&P also lowered its
ratings on 12 classes from eight transactions and removed one from
CreditWatch negative because projected losses increased from a
changing delinquency pipeline.

Of the downgrades, S&P lowered 18 ratings out of investment-grade
to 'BB+ (sf)' or lower; 16 other classes remain investment-grade.
The remaining 15 lowered ratings were already non-investment-grade
before the rating actions.

S&P considered specific performance characteristics for certain
transactions that, in S&P's view, could add a layer of volatility
to its loss assumptions when they are stressed at the rating
suggested by S&P's cash flow models.  When S&P's model recommended
a higher rating, it affirmed its ratings on those classes to
promote ratings stability.  In general, the affected bonds reflect
the following:

   -- Historical interest shortfalls;
   -- Low priority in principal payments;
   -- Significant growth in the delinquency pipeline;
   -- A high proportion of reperforming loans in the pool;
   -- Significant growth in observed loss severities; and
   -- Low subordination, overcollateralization, or both.

S&P affirmed its 'AAA (sf)' ratings on two classes from Equity One
Mortgage Pass-Through Trust 2003-1 due to their sufficient credit
support to absorb the projected remaining losses associated with
this rating stress.

The affirmations on 30 ratings in the 'AA' or 'A' categories from
11 transactions affect classes that are currently first, second,
or third in their payment priorities.  S&P removed one of these
ratings from CreditWatch negative.  In addition, S&P affirmed nine
ratings in the 'BBB' through 'B' rating categories from seven
transactions.  The projected credit support on these classes
remained relatively consistent with prior projections.

S&P affirmed 25 additional ratings in the 'CCC ' or 'CC' rating
categories.  S&P believes that the projected credit support for
these classes will remain insufficient to cover the revised base-
case projected losses to these classes.  The 'CCC (sf)'
affirmations reflect our belief that these classes are still
vulnerable to defaulting.  The 'CC (sf)' affirmations reflect
S&P's belief that these classes remain virtually certain to
default.

Lastly, S&P withdrew its ratings on classes I-X-A-1, I-X-A-2, and
I-X-A-3 from Bear Stearns ALT-A Trust 2003-5 after applying its
interest-only (IO) criteria.

According to S&P's counterparty criteria, it considered any
applicable hedges related to these securities when performing
these rating actions.

The reviewed transactions generally receive credit support from
subordination, overcollateralization (when available), and excess
interest.  Some classes may also benefit from bond insurance.  In
these cases, the long-term rating on the class reflects the higher
of the rating on the bond insurer and the underlying credit rating
on the security without the bond insurance benefit.

ECONOMIC OUTLOOK

When determining a U.S. RMBS collateral pool's relative credit
quality, S&P's loss expectations stem, to a certain extent, from
its view of how the loans will behave under various economic
conditions.  Standard & Poor's baseline macroeconomic outlook
assumptions for variables that we believe could affect residential
mortgage performance are as follows:

   -- A 6.3% unemployment rate for 2014, decreasing to 5.8% for
      2015;

   -- Home prices will increase 6% in 2014, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index;

   -- Real GDP growth will be 2.1% in 2014 and 3.0% in 2015;

   -- The 30-year mortgage rate will average 4.3% for 2014 and
      increase to 5.0% in 2015; and

   -- The inflation rate will be 1.9% in both 2014 and 2015.

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

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

   -- Total unemployment rises to 7.0% in 2014 and then 7.2% in
      2015;

   -- Downward pressure causes a 1.1% GDP growth in 2014, rising
      slightly to 1.2% in 2015;

   -- Home price momentum slows as potential buyers are not able
      to purchase property; and

   -- The 30-year fixed mortgage rate falls slightly to 4.3% in
      2014, but limited access to credit and pressure on home
      prices largely prevents consumers from capitalizing on such
      lower rates.


* S&P Lowers 26 Ratings on 70 Classes From 19 US RMBS Transactions
------------------------------------------------------------------
Standard & Poor's Ratings Services, on Aug 28, 2014, took various
rating actions on 19 U.S. residential mortgage-backed securities
(RMBS) Alternative-A (Alt-A) and negative amortization (Neg-Am)
transactions.  S&P lowered its ratings on 26 classes, raised its
ratings on 24, and affirmed its ratings on 70.  Additionally, S&P
placed two of the lowered ratings on CreditWatch with negative
implications based on S&P's interest shortfall criteria.

The complete list of rating actions is available in "U.S. RMBS
Classes Affected By The Aug. 28, 2014, Rating Actions," published
on RatingsDirect.  The list is also available on the Standard &
Poor's public Web site.  The transactions in this review were
issued between 1999 and 2007 and are backed primarily by
adjustable- and fixed-rate Alt-A and Neg-Am mortgage loans secured
primarily by first-liens on one- to four-family residential
properties.

S&P considered specific performance characteristics for certain
transactions that, in its view, could add a layer of volatility to
its loss assumptions when they are stressed at the rating
suggested by S&P's cash flow models.  When S&P's model recommended
a higher rating, it affirmed its ratings on those classes instead
to account for this uncertainty and to promote ratings stability.
In general, these affirmed classes have one or more of the
following characteristics that limit any potential upgrade:

   -- Insufficient subordination;
   -- Increased delinquency trends;
   -- Historical interest shortfalls;
   -- Low priority in principal payments; or
   -- Significant growth in observed loss severities.

In addition, some of the classes have failed their current
delinquency triggers, limiting the amount of unscheduled principal
payments to subordinate classes.  However, these transactions
allow an increased percentage of unscheduled principal to resume
being paid to the subordinate classes if those failed
classes begin passing the delinquency triggers again.  Therefore,
S&P affirmed these ratings even though some of these classes
passed a higher stress scenario.

The lowered ratings reflect S&P's belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses S&P applied at the previous rating levels.
S&P projected increased losses for these transactions primarily
because of:

   -- Increased delinquencies;
   -- Decreased credit enhancement provided to the classes;
   -- A noticeable increase or decrease in constant prepayment
      rates; or
   -- Large loan delinquency shifts (a high-balance loan within a
      transaction moving into the 90-plus-days delinquent bucket
      from 30-days delinquent since S&P's previous review).

S&P lowered seven ratings by at least four notches after
conducting its cash flow analysis to these transactions:

   -- GSAA Home Equity Trust 2004-5
   -- Residential Asset Securitization Trust 1999-A3
   -- Residential Asset Securitization Trust 2002-A14J
   -- Structured Asset Mortgage Investments II Trust 2006-AR3
   -- WaMu Mortgage-Backed Pass-Through Certificates Series 2001-
      AR5

S&P lowered its ratings on classes AF-4 and AF-5 from GSAA Home
Equity Trust 2004-5 to 'BB+ (sf)' from 'AA+ (sf)' and placed them
on CreditWatch negative.  Both of these classes have interest
shortfalls that have been outstanding for several months and it is
unclear whether a repayment will be made.

There are several other factors, such as tail risk and S&P's
principal-only methodology, as noted in the ratings list that
contributed to the downgrades.  Of the 26 downgrades, S&P lowered
its ratings on seven classes to speculative-grade from investment-
grade, ranging from 'BB+ (sf)' to 'B- (sf)' on each.  Six of the
lowered ratings remain investment-grade.  The remaining 13
downgraded classes already had speculative-grade ratings before
the downgrades.

S&P raised its ratings on 24 classes from five transactions with
improved delinquency levels and performance trends.  The upgrades
reflect S&P's opinion that the projected credit support for the
classes will be more than sufficient to cover the revised
projected losses at the higher ratings.  Some of the upgraded
classes benefit particularly from principal payment priorities in
their respective waterfalls, which decrease their exposure to
expected losses versus the timing of when S&P projects these
classes to be paid in full.

Of the 70 affirmations, 33 were investment-grade, and 37 were
speculative-grade ranging from 'BB+ (sf)' to 'CC (sf)'.  S&P
believes that the projected credit support for the 'CCC (sf)' and
'CC (sf)' rated classes will remain insufficient to cover the
revised base-case projected losses to these classes.  The 'CCC
(sf)' affirmations indicate that S&P believes these classes are
still vulnerable to defaulting, and the 'CC (sf)' affirmations
reflect its belief that these classes remain virtually certain to
default.

According to S&P's counterparty criteria, it considered any
applicable hedges related to these securities when taking these
rating actions.

These transactions generally receive credit support from
subordination, overcollateralization (when available), and excess
interest, as applicable.  Some classes may also benefit from bond
insurance.  In these cases, the long-term rating on the class
reflects the higher of the rating on the bond insurer and the
underlying credit rating on the security without the bond
insurance benefit.

ECONOMIC OUTLOOK

When determining a U.S. RMBS collateral pool's relative credit
quality, S&P's loss expectations stem, to a certain extent, from
its view of how the loans will behave under various economic
conditions.  Standard & Poor's baseline macroeconomic outlook
assumptions for variables that it believes could affect
residential mortgage performance are as follows:

   -- A 6.3% unemployment rate for 2014, decreasing to 5.8% for
      2015;

   -- Home prices will increase 6% in 2014, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index;

   -- Real GDP growth will be 2.1% in 2014 and 3.0% in 2015;

   -- The 30-year mortgage rate will average 4.3% for 2014 and
      increase to 5.0% in 2015; and

   -- The inflation rate will be 1.9% in both 2014 and 2015.

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

Under S&P's baseline economic assumptions, it expects RMBS
collateral quality to improve.  However, if the U.S. economy were
to become stressed in line with Standard & Poor's downside
forecast, S&P believes that U.S. RMBS credit quality would weaken.
S&P's downside scenario reflects these key assumptions:

   -- Total unemployment rises to 7.0% in 2014 and then 7.2% in
      2015;

   -- Downward pressure causes a 1.1% GDP growth in 2014, rising
      slightly to 1.2% in 2015;

   -- Home price momentum slows as potential buyers are not able
      to purchase property; and

   -- The 30-year fixed mortgage rate falls slightly to 4.3% in
      2014, but limited access to credit and pressure on home
      prices largely prevents consumers from capitalizing on such
      lower rates.


* S&P Takes Various Rating Actions on 18 U.S. RMBS Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
199 transactions from 18 U.S. residential mortgage-backed
securities (RMBS).  S&P lowered its ratings on 42 classes, raised
its ratings on 13, affirmed its ratings on 143, and withdrew one
rating.

The reviewed transactions were issued between 2002 and 2005 and
are backed by adjustable- and fixed-rate prime jumbo mortgage
loans, which are secured primarily by first liens on one- to four-
family residential properties.  Subordination provides credit
enhancement for all of the reviewed deals.

S&P considered specific performance characteristics for certain
transactions that, in its view, could add a layer of volatility to
our loss assumptions when they are stressed at the rating
suggested by our cash flow models.  When S&P's model recommended a
higher rating, it affirmed its ratings on those classes instead to
account for this uncertainty and to promote ratings stability.  In
general, these affirmed classes have one or more of the following
characteristics that limit any potential upgrade:

   -- Insufficient subordination to warrant an upgrade;
   -- Delinquency trends;
   -- Historical interest shortfalls;
   -- Low priority in principal payments; or
   -- Significant growth in observed loss severities.

In addition, some of the classes have failed their current
delinquency triggers, which have limited the amount of unscheduled
principal payments to subordinate classes.  However, these
transactions allow an increased percentage of unscheduled
principal to resume being paid to the subordinate classes if those
failed classes begin passing the delinquency triggers again.
Therefore, S&P affirmed these ratings even though some of these
classes passed a higher stress scenario.

Seven of the transactions are backed by a small remaining pool of
mortgage loans.  S&P believes that transactions with a small
number of remaining loans could negatively affect the credit
support for the rated securities (tail risk).  S&P addressed tail
risk by conducting an additional loan-level analysis that stresses
the loan concentration risk within the specific pool.  The final
rating assigned to each class is the lower of the rating derived
from S&P's surveillance criteria without considering tail risk
factors and the rating derived from its surveillance criteria
while considering tail risk factors.  Of the seven transactions,
class 2-A-1 from Banc of America Mortgage Trust 2005-9 was the
only class affected and thus downgraded after applying S&P's tail
risk methodology.

Other lowered ratings reflect S&P's belief that projected credit
enhancement for the affected classes will be insufficient to cover
the projected losses S&P applied at the previous rating levels.
S&P projected increased losses for these transactions primarily
because of:

   -- Increased delinquencies;
   -- Decreased credit enhancement provided to the classes;
   -- A noticeable increase or decrease in constant prepayment
      rates; or
   -- Large loan delinquency shifts (a high-balance loan within a
      transaction moving into the 90-plus-days delinquent bucket
      from 30-days delinquent since S&P's previous review).

S&P lowered seven ratings from the transactions below by at least
four notches after conducting its cash flow analysis:

   -- Banc of America Funding 2003-1 Trust,
   -- Banc of America Mortgage Trust 2005-9,
   -- CSFB Mortgage-Backed Trust Series 2004-8,
   -- Merrill Lynch Mortgage Investors Trust Series MLCC 2004-B,
   -- Structured Asset Securities Corporation Trust 2005-10,
   -- WaMu Mortgage Pass-Through Certificates Series 2003-AR1
      Trust, and
   -- Wells Fargo Mortgage Backed Securities 2004-R Trust.

There are several other factors, as noted in the ratings list,
that contributed to the downgrades.  Of the 42 downgrades, S&P
lowered its ratings on four classes to speculative-grade from
investment-grade.  However, 20 lowered ratings remain investment-
grade, and 18 were already speculative-grade before the rating
actions.

"We raised our ratings on 13 classes from four transactions due to
improved delinquency levels and performance trends.  The upgrades
reflect our opinion that the projected credit support for the
classes will be more than sufficient to cover the revised
projected losses at the higher ratings.  Some of the upgraded
classes benefit particularly from principal payment priorities in
their respective waterfalls, which decrease their exposure to
expected losses versus timing of expected pay-down," S&P said.

S&P raised its 'CCC (sf)' rating on the 4-A-2 class from Banc of
America Mortgage Trust 2005-9 because it believes this class is no
longer vulnerable to defaulting.

Of the 143 affirmations, 80 were investment-grade and the other 63
were speculative-grade.  S&P believes that the projected credit
support for the 'CCC (sf)' and 'CC (sf)' rated classes will remain
insufficient to cover the revised base-case projected losses to
these classes.  The 'CCC (sf)' affirmations indicate that S&P
believes these classes are still vulnerable to defaulting, and the
'CC (sf)' affirmations reflect S&P's belief that these classes
remain virtually certain to default.

S&P withdrew its rating on class 5-A3 from Structured Asset
Securities Corporation Trust 2005-10 after applying S&P's
interest-only criteria.

According to S&P's counterparty criteria, it considered any
applicable hedges related to these securities when performing
these rating actions.

ECONOMIC OUTLOOK

When determining a U.S. RMBS collateral pool's relative credit
quality, S&P's loss expectations stem, to a certain extent, from
its view of how the loans will behave under various economic
conditions.  Standard & Poor's baseline macroeconomic outlook
assumptions for variables that it believes could affect
residential mortgage performance are as follows:

   -- A 6.3% unemployment rate for 2014, decreasing to 5.8% for
      2015;

   -- Home prices will increase 6% in 2014, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index;

   -- Real GDP growth will be 2.1% in 2014 and 3.0% in 2015;

   -- The 30-year mortgage rate will average 4.3% for 2014 and
      increase to 5.0% in 2015; and

   -- The inflation rate will be 1.9% in both 2014 and 2015.

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

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

   -- Total unemployment rises to 7.0% in 2014 and then 7.2% in
      2015;

   -- Downward pressure causes a 1.1% GDP growth in 2014, rising
      slightly to 1.2% in 2015;

   -- Home price momentum slows as potential buyers are not able
      to purchase property; and

   -- The 30-year fixed mortgage rate falls slightly to 4.3% in
      2014, but limited access to credit and pressure on home
      prices largely prevents consumers from capitalizing on such
      lower rates.


* S&P Puts Ratings on 202 Tranches From 57 CLO Deals on Watch Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services, on Aug. 29, 2014, placed its
ratings on 202 tranches from 57 U.S. collateralized loan
obligation (CLO) transactions, which had $8.91 billion in original
issuance, on CreditWatch with positive implications.

The CreditWatch positive placements follow S&P's monthly review of
U.S. cash flow collateralized debt obligations (CDOs) and resulted
from increased overcollateralization from paydowns to the senior
tranches among these CLO transactions; 35 of the 202 tranches have
started paying down.

Out of the 57 transactions in this review, 56 have exited their
reinvestment period and the remaining transaction's reinvestment
period will end in Sept. 2014.  One transaction was issued in
2004, 10 were issued in 2005, 23 were issued in 2006, and 23 were
issued in 2007.

S&P expects to resolve the CreditWatch placements within 90 days
after it completes a comprehensive cash flow analysis and
committee review for each of the affected transactions.  S&P will
continue to monitor the CDO transactions it rates and take rating
actions, including CreditWatch placements, as S&P deems
appropriate.

RATINGS PLACED ON CREDITWATCH POSITIVE

ABCLO 2007-1 Ltd.
                            Rating
Class               To                      From
A-1b                AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA+ (sf)/Watch Pos      AA+ (sf)
B                   A+ (sf)/Watch Pos       A+ (sf)
C                   BBB- (sf)/Watch Pos     BBB- (sf)

ACA CLO 2006-1 Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A- (sf)/Watch Pos       A- (sf)
D                   BB (sf)/Watch Pos       BB (sf)

ACAS CLO 2007-1 Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-1-J               AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA+ (sf)/Watch Pos      AA+ (sf)
B                   A+ (sf)/Watch Pos       A+ (sf)
C                   BBB+ (sf)/Watch Pos     BBB+ (sf)

AIMCO CLO Series 2006-A
                            Rating
Class               To                      From
A-2                 AA+ (sf)/Watch Pos      AA+ (sf)
B                   A+ (sf)/Watch Pos       A+ (sf)

Airlie CLO 2006-II Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA- (sf)/Watch Pos      AA- (sf)
B                   A (sf)/Watch Pos        A (sf)

AMMC CLO IV Ltd.
                            Rating
Class               To                      From
D                   BB+ (sf)/Watch Pos      BB+ (sf)

Ares IIIR/IVR CLO Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA+ (sf)/Watch Pos      AA+ (sf)
B                   AA (sf)/Watch Pos       AA (sf)
C                   A (sf)/Watch Pos        A (sf)
D                   BBB (sf)/Watch Pos      BBB (sf)

Avenue CLO Fund Ltd.
                            Rating
Class               To                      From
B-1F                BB+ (sf)/Watch Pos      BB+ (sf)
B-1L                BB+ (sf)/Watch Pos      BB+ (sf)
B-2L                CCC+ (sf)/Watch Pos     CCC+ (sf)

Babson CLO Ltd. 2005-III
                            Rating
Class               To                      From
C                   A+ (sf)/Watch Pos       A+ (sf)
D                   BBB- (sf)/Watch Pos     BBB- (sf)
E                   BB+ (sf)/Watch Pos      BB+ (sf)

Babson CLO Ltd. 2006-I
                            Rating
Class               To                      From
C                   AA+ (sf)/Watch Pos      AA+ (sf)
D                   A+ (sf)/Watch Pos       A+ (sf)
E                   BB+ (sf)/Watch Pos      BB+ (sf)

Babson Mid-Market CLO Ltd. 2007-II
                            Rating
Class               To                      From
C                   AA+ (sf)/Watch Pos      AA+ (sf)
D                   A (sf)/Watch Pos        A (sf)
E                   BB+ (sf)/Watch Pos      BB+ (sf)

Bacchus (U.S.) 2006-1 Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A (sf)/Watch Pos        A (sf)
D                   BBB- (sf)/Watch Pos     BBB- (sf)
E                   B+ (sf)/Watch Pos       B+ (sf)

Belhurst CLO Ltd.
                            Rating
Class               To                      From
C(deferrable)       AA- (sf)/Watch Pos      AA- (sf)
D(deferrable)       BBB+ (sf)/Watch Pos     BBB+ (sf)
E(deferrable)       BB+ (sf)/Watch Pos      BB+ (sf)

Black Diamond CLO 2005-1 Ltd.
                            Rating
Class               To                      From
C                   AA+ (sf)/Watch Pos      AA+ (sf)
D-1                 BBB+ (sf)/Watch Pos     BBB+ (sf)
D-2                 BBB+ (sf)/Watch Pos     BBB+ (sf)
E                   B+ (sf)/Watch Pos       B+ (sf)

BlackRock Senior Income Series V Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-2b                AA+ (sf)/Watch Pos      AA+ (sf)
A-3                 AA+ (sf)/Watch Pos      AA+ (sf)
B                   AA (sf)/Watch Pos       AA (sf)
C                   A (sf)/Watch Pos        A (sf)
D                   BB+ (sf)/Watch Pos      BB+ (sf)

Carlyle High Yield Partners VII Ltd.
                            Rating
Class               To                      From
C                   AA+ (sf)/Watch Pos      AA+ (sf)
D-1                 BB+ (sf)/Watch Pos      BB+ (sf)
D-2                 BB+ (sf)/Watch Pos      BB+ (sf)

Carlyle McLaren CLO Ltd.
                            Rating
Class               To                      From
A-1L                AA+ (sf)/Watch Pos      AA+ (sf)
A-1LV               AA+ (sf)/Watch Pos      AA+ (sf)
A-2L                AA (sf)/Watch Pos       AA (sf)
A-3L                A (sf)/Watch Pos        A (sf)
B-1L                BBB (sf)/Watch Pos      BBB (sf)
B-2L                CCC+ (sf)/Watch Pos     CCC+ (sf)

Castle Garden Funding
                            Rating
Class               To                      From
B-1                 AA+ (sf)/Watch Pos      AA+ (sf)
B-2                 AA+ (sf)/Watch Pos      AA+ (sf)
C-1                 A- (sf)/Watch Pos       A- (sf)
C-2                 A- (sf)/Watch Pos       A- (sf)
D-1                 BBB+ (sf)/Watch Pos     BBB+ (sf)
D-2                 BBB+ (sf)/Watch Pos     BBB+ (sf)

CIFC Funding 2006-I Ltd.
                            Rating
Class               To                      From
A--3L               AA+ (sf)/Watch Pos      AA+ (sf)
B-1L                A+ (sf)/Watch Pos       A+ (sf)
B-2L                BB+ (sf)/Watch Pos      BB+ (sf)

CIFC Funding 2006-II Ltd.
                            Rating
Class               To                      From
A-2L                AA+ (sf)/Watch Pos      AA+ (sf)
A-3L                AA- (sf)/Watch Pos      AA- (sf)
B-1L                A- (sf)/Watch Pos       A- (sf)
B-2L                BB+ (sf)/Watch Pos      BB+ (sf)

CIFC Funding 2007-I Ltd.
                            Rating
Class               To                      From
A-1L                AA+ (sf)/Watch Pos      AA+ (sf)
A-1LB               AA+ (sf)/Watch Pos      AA+ (sf)
A-2L                AA (sf)/Watch Pos       AA (sf)
A-3L                A (sf)/Watch Pos        A (sf)
B-1L                BBB (sf)/Watch Pos      BBB (sf)

Clear Lake CLO Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA- (sf)/Watch Pos      AA- (sf)
B                   A- (sf)/Watch Pos       A- (sf)
C                   BBB (sf)/Watch Pos      BBB (sf)
D                   B+ (sf)/Watch Pos       B+ (sf)

ColumbusNova CLO Ltd. 2007-I
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   AA- (sf)/Watch Pos      AA- (sf)
D                   BBB (sf)/Watch Pos      BBB (sf)
E                   BB (sf)/Watch Pos       BB (sf)

ColumbusNova CLO Ltd. 2006-I
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A+ (sf)/Watch Pos       A+ (sf)
D                   BBB- (sf)/Watch Pos     BBB- (sf)
E                   BB- (sf)/Watch Pos      BB- (sf)

Eaton Vance CDO IX Ltd.
                            Rating
Class               To                       From
C                   AA+ (sf)/Watch Pos       AA+ (sf)
D                   BBB+ (sf)/Watch Pos      BBB+ (sf)

Foothill CLO I Ltd.
                            Rating
Class               To                       From
B                   AA+ (sf)/Watch Pos       AA+ (sf)
C                   A+ (sf)/Watch Pos        A+ (sf)
D                   BBB+ (sf)/Watch Pos      BBB+ (sf)
E                   BB+ (sf)/Watch Pos       BB+ (sf)
Type I Q            BBB+p (sf)(i)/Watch Pos  BBB+p (sf)(i)

(i) The 'p' subscript indicates that the rating addresses only
     the principal portion of the obligation.

Fraser Sullivan CLO II Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A+ (sf)/Watch Pos       A+ (sf)
D                   BB+ (sf)/Watch Pos      BB+ (sf)
E                   B (sf)/Watch Pos        B (sf)

Galaxy VIII CLO Ltd.
                            Rating
Class               To                       From
C                   A+ (sf)/Watch Pos        A+ (sf)
D                   BBB (sf)/Watch Pos      BBB (sf)
E                   B+ (sf)/Watch Pos       B+ (sf)

Golden Knight II CLO Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A (sf)/Watch Pos        A (sf)
D                   BBB (sf)/Watch Pos      BBB (sf)

Halcyon Loan Investors CLO II Ltd.
                            Rating
Class               To                      From
A-1-J               AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA (sf)/Watch Pos       AA (sf)
B                   A (sf)/Watch Pos        A (sf)
C                   BBB (sf)/Watch Pos      BBB (sf)

Inwood Park CDO Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A+ (sf)/Watch Pos       A+ (sf)
D                   BBB (sf)/Watch Pos      BBB (sf)

Katonah VII CLO Ltd.
                            Rating
Class               To                      From
C                   A+ (sf)/Watch Pos       A+ (sf)

Kennecott Funding Ltd.
                            Rating
Class               To                      From
D-1                 BBB+ (sf)/Watch Pos     BBB+ (sf)
D-2                 BBB+ (sf)/Watch Pos     BBB+ (sf)

KKR Financial CLO 2005-2 Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A+ (sf)/Watch Pos       A+ (sf)

Landmark VII CDO Ltd.
                            Rating
Class               To                      From
A-3L                AA+ (sf)/Watch Pos      AA+ (sf)
B-1L                BBB+ (sf)/Watch Pos     BBB+ (sf)
B-2L                B+ (sf)/Watch Pos       B+ (sf)

LCM V Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A+ (sf)/Watch Pos       A+ (sf)
D                   BBB+ (sf)/Watch Pos     BBB+ (sf)
E                   BB+ (sf)/Watch Pos      BB+ (sf)

LightPoint CLO IV Ltd.
                            Rating
Class               To                      From
A-2A                AA+ (sf)/Watch Pos      AA+ (sf)

Lime Street CLO Ltd.
                            Rating
Class               To                      From
A                   AA+ (sf)/Watch Pos      AA+ (sf)
B                   A+ (sf)/Watch Pos       A+ (sf)
C                   BBB+ (sf)/Watch Pos     BBB+ (sf)
D                   BB+ (sf)/Watch Pos      BB+ (sf)

Loomis Sayles CLO I Ltd.
                            Rating
Class               To                      From
C                   AA+ (sf)/Watch Pos      AA+ (sf)
D                   BB+ (sf)/Watch Pos      BB+ (sf)
E                   CCC+ (sf)/Watch Pos     CCC+ (sf)

Madison Park Funding I Ltd.
                            Rating
Class               To                      From
D                   AA (sf)/Watch Pos       AA (sf)
E                   BBB+ (sf)/Watch Pos     BBB+ (sf)

Mountain View CLO II Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA+ (sf)/Watch Pos      AA+ (sf)
A-3                 AA+ (sf)/Watch Pos      AA+ (sf)
B                   AA- (sf)/Watch Pos      AA- (sf)

NACM CLO I
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A+ (sf)/Watch Pos       A+ (sf)
D                   BB+ (sf)/Watch Pos      BB+ (sf)

Nautique Funding Ltd.
                            Rating
Class               To                      From
A-3                 AA+ (sf)/Watch Pos      AA+ (sf)
B-1                 A+ (sf)/Watch Pos       A+ (sf)
B-2                 A+ (sf)/Watch Pos       A+ (sf)
C                   BBB- (sf)/Watch Pos     BBB- (sf)
D                   BB- (sf)/Watch Pos      BB- (sf)

Octagon Investment Partners X Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-1R                AA+ (sf)/Watch Pos      AA+ (sf)
B                   AA (sf)/Watch Pos       AA (sf)
C                   A (sf)/Watch Pos        A (sf)
D                   BBB (sf)/Watch Pos      BBB (sf)
E                   BB (sf)/Watch Pos       BB (sf)

One Wall Street CLO II Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A+ (sf)/Watch Pos       A+ (sf)
D                   BB+ (sf)/Watch Pos      BB+ (sf)
E                   B- (sf)/Watch Pos       B- (sf)

PPM Grayhawk CLO Ltd.
                            Rating
Class               To                      From
A-1                 AA- (sf)/Watch Pos      AA- (sf)
A-2b                AA- (sf)/Watch Pos      AA- (sf)
A-3                 A+ (sf)/Watch Pos       A+ (sf)
B                   BBB+ (sf)/Watch Pos     BBB+ (sf)

Red River CLO Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   AA- (sf)/Watch Pos      AA- (sf)

Sapphire Valley CDO I Ltd.
                            Rating
Class               To                      From
A                   AA+ (sf)/Watch Pos      AA+ (sf)
B                   A+ (sf)/Watch Pos       A+ (sf)
C                   A- (sf)/Watch Pos       A- (sf)
D                   BBB (sf)/Watch Pos      BBB (sf)

Shinnecock CLO 2006-1 Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   A (sf)/Watch Pos        A (sf)
D                   BBB- (sf)/Watch Pos     BBB- (sf)

Silverado CLO 2006-II Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-1J                AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA (sf)/Watch Pos       AA (sf)
B                   A (sf)/Watch Pos        A (sf)
C                   BBB- (sf)/Watch Pos     BBB- (sf)

Southfork CLO Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   BB+ (sf)/Watch Pos      BB+ (sf)

Stone Tower CLO VI Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-2b                AA+ (sf)/Watch Pos      AA+ (sf)
A-3                 AA (sf)/Watch Pos       AA (sf)
B                   A (sf)/Watch Pos        A (sf)

Stone Tower CLO VII Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA+ (sf)/Watch Pos      AA+ (sf)
A-3                 AA- (sf)/Watch Pos      AA- (sf)

TELOS CLO 2006-1 Ltd.
                            Rating
Class               To                      From
B                   AA+ (sf)/Watch Pos      AA+ (sf)
C                   AA- (sf)/Watch Pos      AA- (sf)
D                   BBB+ (sf)/Watch Pos     BBB+ (sf)
E                   BB (sf)/Watch Pos       BB (sf)

Trimaran CLO IV Ltd.
                            Rating
Class               To                      From
A-3L                AA+ (sf)/Watch Pos      AA+ (sf)
B-1L                BBB+ (sf)/Watch Pos     BBB+ (sf)

Westchester CLO Ltd.
                            Rating
Class               To                      From
A-1-B               AA (sf)/Watch Pos       AA (sf)
B                   A+ (sf)/Watch Pos       A+ (sf)
C                   BBB (sf)/Watch Pos      BBB (sf)
D                   B+ (sf)/Watch Pos       B+ (sf)
E                   CCC- (sf)/Watch Pos     CCC- (sf)

WhiteHorse IV Ltd.
                            Rating
Class               To                      From
A-1                 AA+ (sf)/Watch Pos      AA+ (sf)
A-2                 AA (sf)/Watch Pos       AA (sf)
B                   A (sf)/Watch Pos        A (sf)
C                   BBB (sf)/Watch Pos      BBB (sf)


* S&P Lowers 15 Ratings From 15 RMBS Transactions
-------------------------------------------------
Standard & Poor's Ratings Services lowered, on Aug. 29, 2014, its
ratings on 15 classes from eight U.S. residential mortgage-backed
securities (RMBS) transactions backed primarily by second-lien
mortgage loans.  Two of these ratings were removed from
CreditWatch, where they were placed with negative implications.
In addition, S&P affirmed its ratings on 13 classes from four
transactions.

The reviewed transactions were issued between 2001 and 2005 and
are backed primarily by adjustable- and fixed-rate closed-end
second-lien, home equity line of credit (HELOC), and second-lien
high-combined loan-to-value (HCLTV) mortgage loans on one- to
four-family residential properties.

The downgrades stemmed primarily from increased loss projections
because of increasing delinquency pipelines, which, based on S&P's
criteria, affect the roll-rates applied to delinquent and
nondelinquent loans.  In addition, the lowered ratings reflect
continual principal payments to support classes, which deteriorate
the dollar amount of credit enhancement for some classes.

Two of the lowered ratings had been placed on CreditWatch with
negative implications on Aug. 19, 2014, because of interest
shortfalls.  In accordance with S&P's interest shortfall criteria,
it lowered its rating on class A-5 from CWABS Inc.'s series 2002-
S2 to 'BB+ (sf)' from 'A+ (sf)' and removed it from CreditWatch
negative.  This class began taking interest shortfalls in Feb.
2014 and has had an interest shortfall outstanding for seven
months.  S&P also lowered its rating on Irwin Whole Loan Home
Equity Trust 2005-B's class 2B-1 to 'CC (sf)' from 'BBB- (sf)' and
removed it from CreditWatch negative, as not only is the class
experiencing interest shortfalls, but also its credit support has
deteriorated to the point where S&P believes default is virtually
certain.

Of the 15 downgrades, S&P lowered eight ratings out of the
investment-grade category ('BBB-' or higher), with four ratings
remaining investment grade after being lowered.  The remaining
downgraded classes already had speculative-grade ratings ('BB+' or
lower) before the actions.  Senior tranches accounted for four of
the lowered ratings.

S&P affirmed its ratings on 13 classes from four transactions,
including one class rated 'CC (sf)'.  The affirmations on classes
with ratings above 'CCC (sf)' reflect S&P's opinion that the
credit support for these classes will remain sufficient to cover
the projected losses at that rating level.  S&P believes that the
projected credit support for the 'CC (sf)' rated class will remain
insufficient to cover the projected base-case loss to the
respective transaction.  In addition, the 'CC (sf)' affirmation
reflects S&P's belief that this class remains virtually certain to
default.

"Based on our criteria, we use a collateral pool's total
cumulative losses to determine its risk score, which in turn we
use to determine the default rates we apply to the pool's
nondelinquent and delinquent loans.  Some transactions in this
review benefit from a pool policy that covers certain losses on
specific loans.  In addition, some transactions benefit from
seller's loss coverage, where the seller makes payments to the
trust fund if the pool policy does not cover realized losses on
the mortgage loans.  Therefore, the reported cumulative losses may
not fully indicate actual collateral performance, so we evaluate
these transactions by adding the amounts drawn on each collateral
pool's respective pool policy or seller's loss coverage to the
reported cumulative loss amounts to determine the collateral
pool's actual cumulative losses.  This may result in higher risk
scores and higher projected default rates," S&P said.

Because pool policy agreements may also require certain conditions
before coverage, transactions benefiting from pool policies still
experience significant losses despite this pool policy coverage.
Also, because of these conditions, some transactions have received
sporadic coverage from their pool policies, while others have
received none for several years while still experiencing realized
losses.  Therefore, when the pool policy provider has an
investment-grade rating, our analysis first considers the
underlying credit rating on the security determined without the
pool policy's benefit.  Then, if the pool policy provider has
consistently covered losses over a period of time, S&P may assign
a rating on the security up to two notches above the underlying
credit rating.  Transactions with seller's loss coverage may be
rated up to the rating on the seller's loss coverage provider, if
the loss coverage is sufficient to maintain the rating at that
category.

In line with S&P's counterparty criteria, it considered any
applicable hedges related to these securities when performing
these rating actions.

The transactions generally receive credit support from
subordination, overcollateralization (when available), and excess
interest (as applicable).  Bond insurance might also benefit some
classes.  In these cases, the long-term rating on the class
reflects the higher of the rating on the bond insurer and the
underlying credit rating on the security without the bond
insurance's benefit.

ECONOMIC OUTLOOK

When determining a U.S. RMBS collateral pool's relative credit
quality, S&P's loss expectations stem, to a certain extent, from
its view of how the loans will behave under various economic
conditions.  Standard & Poor's baseline macroeconomic outlook
assumptions for variables that it believes could affect
residential mortgage performance are as follows:

   -- A 6.3% unemployment rate for 2014, decreasing to 5.8% for
      2015;

   -- Home prices will increase 6% in 2014, using the 20-city
      Standard & Poor's/Case-Shiller Home Price Index;

   -- Real GDP growth will be 2.1% in 2014 and 3.0% in 2015;

   -- The 30-year mortgage rate will average 4.3% for 2014 and
      increase to 5.0% in 2015; and

   -- The inflation rate will be 1.9% in both 2014 and 2015.

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

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

   -- Total unemployment rises to 7.0% in 2014 and then 7.2% in
      2015;

   -- Downward pressure causes a 1.1% GDP growth in 2014, rising
      slightly to 1.2% in 2015;

   -- Home price momentum slows as potential buyers are not able
      to purchase property; and

   -- The 30-year fixed mortgage rate falls slightly to 4.3% in
      2014, but limited access to credit and pressure on home
      prices largely prevents consumers from capitalizing on such
      lower rates.

RATINGS LOWERED

American Home Mortgage Investment Trust 2004-4
                     Rating
Class  CUSIP      To        From       Main rating driver
VII-A  02660TCU5  B (sf)    BB+ (sf)   Higher of SPUR/insurer
                                       rating

Credit Suisse First Boston Mortgage Securities Corp., Series 2001-
S6
                     Rating
Class  CUSIP      To        From       Main rating driver
II-P   22540AH35  BBB (sf)  A+ (sf)    PO methodology
B-1    22540AH68  BBB (sf)  A+ (sf)    Eroded credit support
                                       due to passing triggers

CWABS Inc., Series 2003-S1
                     Rating
Class  CUSIP      To        From       Main rating driver
M-1    126671ZS8  B (sf)    BBB+ (sf)  Increased delinquencies

CWABS Inc., Series 2003-S2
                     Rating
Class  CUSIP      To        From       Main rating driver
M-1    126671P67  BBB (sf)  A+ (sf)    Increased delinquencies
M-2    126671P75  BB (sf)   BBB- (sf)  Increased delinquencies
B-1    126671P83  B- (sf)   BB+ (sf)   Increased delinquencies

Home Equity Loan Trust 2004-HS1
                     Rating
Class  CUSIP      To        From       Main rating driver
A-II   76110VQE1  BB+ (sf)  BBB+ (sf)  Higher of SPUR/insurer
                                       rating

Home Loan Trust 2003-HI2
                     Rating
Class  CUSIP      To        From       Main rating driver
M-2    76110VNH7  BB+ (sf)  BBB (sf)   Increased delinquencies
M-3    76110VNJ3  CCC (sf)  B- (sf)    Failed base-case loss
                                       stress

Irwin Whole Loan Home Equity Trust 2005-B
                     Rating
Class  CUSIP      To        From       Main rating driver
2M-2   464187CW1  BBB+ (sf) A (sf)     Increased delinquencies
2M-3   464187CX9  B+ (sf)   BBB+ (sf)  Increased delinquencies
2M-4   464187CY7  CCC (sf)  BBB (sf)   Increased delinquencies

SPUR--Standard & Poor's underlying rating. PO--Principal only.

RATINGS LOWERED AND REMOVED FROM CREDITWATCH

CWABS Inc., Series 2002-S2
                     Rating
Class  CUSIP      To        From       Main rating driver
A-5    126671QN9  BB+ (sf)  A+ (sf)/   Interest shortfall
                            Watch Neg  criteria

Irwin Whole Loan Home Equity Trust 2005-B
                     Rating
Class  CUSIP      To        From       Main rating driver
2B-1   464187CZ4  CC (sf)   BBB- (sf)/ Increased delinquencies
                            Watch Neg

RATINGS AFFIRMED

CWABS Inc., Series 2003-S1
                     Rating
Class  CUSIP      To        From
A-5    126671ZP4  A+ (sf)   A+ (sf)

CWABS Inc., Series 2003-S2
                     Rating
Class  CUSIP      To        From
A-4    126671P34  A+ (sf)   A+ (sf)
A-5    126671P42  A+ (sf)   A+ (sf)

Home Loan Trust 2003-HI2
                     Rating
Class  CUSIP      To        From
A-6    76110VNE4  A+ (sf)   A+ (sf)
M-1    76110VNG9  A+ (sf)   A+ (sf)
B      76110VNK0  CC (sf)   CC (sf)

Irwin Whole Loan Home Equity Trust 2005-B
                     Rating
Class  CUSIP      To        From
1M-1   464187CR2  A+ (sf)   A+ (sf)
1M-2   464187CS0  A (sf)    A (sf)
1M-3   464187CT8  BBB (sf)  BBB (sf)
1M-4   464187CU5  BBB- (sf) BBB- (sf)
2M-1   464187CV3  A+ (sf)   A+ (sf)
1B-1   464187DB6  BB+ (sf)  BB+ (sf)
1B-2   464187DC4  BB (sf)   BB (sf)


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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